SCHEDULE 14A
(Rute 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
Preliminary Proxy Statement [ ]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [ x ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
WAYNE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6(1), 14a-6(i) (2)
or Item 22 (a) (2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6 (I) (3).
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securites to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
March 24, 1998
PROXY STATEMENT OF THE WAYNE BANCORP, INC.
COMMITTEE TO PRESERVE SHAREHOLDER VALUE IN OPPOSITION TO THE BOARD OF DIRECTORS
OF WAYNE BANCORP, INC.
This Proxy Statement and GOLD proxy card are being furnished to holders of
the common stock (the "Stockholders"), par value $.01 per share (the "Common
Stock"), of Wayne Bancorp, Inc., a Delaware corporation (the "Company" or
"Wayne"), in connection with the solicitation of proxies (the "Proxy
Solicitation") by the Wayne Bancorp, Inc. Committee to Preserve Shareholder
Value (the "Committee"), which owns approximately 9.9% of the Company's
outstanding Common Stock, as of February 12, 1998, based upon the 2,013,823
shares outstanding as of December 31, 1997. The Annual Meeting of Stockholders
is to be held at a location selected by the Company, on March 24, 1998 (the
"Annual Meeting").
At the Annual Meeting, three Directors are to be elected to hold office
until the next Annual Meeting and until their successor has been elected and
qualified. The Committee is soliciting your proxy in support of the election of
Lawrence Seidman (the "Committee Nominee" or "Seidman") to the Company's Board
of Directors (the "Board"). Pursuant to a February 10, 1997 Letter Agreement
with the Company, the Committee will also vote in favor of the election of two
of three Company Nominees for re-election to the Board ("Company Nominees").
Dennis Pollack ("Pollack"), a member of the Committee and a Director of the
Company and a Director of Wayne Savings Bank, F.S.B. ("Bank"), was appointed to
the Board of Directors of the Company and Bank on February 25, 1997, and was
elected to the Board of Directors of the Company at the 1997 Annual Meeting and
was re-appointed to the Board of the Bank, supports the election of Seidman to
the Board of Director.
If elected, the Committee Nominee's goal will be to propose that the
Company immediately commence discussions with local commercial banks concerning
possible business combinations. If a business combination is not possible at a
satisfactory price, the Committee Nominee will make recommendations to the Board
that he believes would increase the Company's earnings, earnings per share,
earning assets and deposits.
The Board consists of ten members. Pollack is one Member of the Board. If
the Committee Nominee is elected, Pollack and Seidman will need the cooperation
of four additional Directors to effectuate any proposals in view of their
minority status. See "The Committee's Goals."
If the Committee Nominee is elected, only two of the three Directors being
nominated by the Company will be elected. If you wish to vote for the Committee
Nominee and two of the three Company Nominees, you must submit the enclosed GOLD
proxy card and must not submit the Company's proxy card. In addition, management
will most likely propose to seek ratification of KPMG Peat Marwick, LLP, as the
independent auditor for the Company. The Committee recommends a vote in favor of
ratification of the appointment of KPMG Peat Marwick, LLP, as auditors.
Other matters which may be presented on the Company's proxy card are not
being presented herein, and thus Stockholders using the enclosed GOLD proxy will
not have an opportunity to vote with respect to such matters unless they attend
the Annual Meeting.
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The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New
Jersey limited liability company; Seidman and Associates II, L.L.C. ("SAL II");
Seidman Investment Partnership, L.P. ("SIP"), a New Jersey limited partnership;
Seidman, individually; The Benchmark Company, Inc. ("TBCI"), a New York
corporation; Benchmark Partners LP ("Partners"), a Delaware limited partnership;
Richard Whitman ("Whitman"), individually; Lorraine DiPaolo ("DiPaolo"),
individually; and Pollack, individually (hereinafter collectively referred to as
the "Committee"). Seidman and Pollack shall collectively be referred to as
"Committee Members". This Proxy Statement and GOLD proxy card are first being
mailed or furnished to Stockholders on or about February 26, 1998.
In reliance upon Rule 14a-5(c)* of the Securities and Exchange Act of 1934,
reference is made to the Company's proxy statement, which will be sent to each
of you by the Company for a full description of management's proposals, the
securities ownership of the Company, information about the Company's Officers
and Directors, including compensation, information about the ratification of the
appointment of KPMG Peat Marwick, LLP, as independent auditors and the date by
which Stockholders must submit proposals for inclusion in the next Annual
Meeting.
Your vote is important, no matter how many or how few shares you hold. We
hope you will agree with the Committee's goal of maximizing shareholder value,
and that the election of the Committee Nominee can make a difference and benefit
all Stockholders. If you agree, sign, date and return the GOLD proxy card.
Remember: Your last dated proxy is the only one which counts, so return the
GOLD card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
If your shares are held in the name of a brokerage firm, bank or nominees,
only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, please return the GOLD proxy card in the envelope
provided by your Bank or Broker or contact the person responsible for your
account and give instructions for such shares to be voted.
If your shares are registered in more than one name, the GOLD proxy card
must be signed by all such persons to ensure that all shares are voted for the
Committee Nominee. The three Nominees who receive the greatest number of votes
will be elected to the Board.
Holders of record of shares of Common Stock as of February 12, 1998, the
record date for the Annual Meeting ("Annual Meeting Record Date"), are urged to
submit a proxy even if such shares have been sold after that date. The number of
shares of Common Stock outstanding as of the Annual Meeting Record Date is
stated in the Company's Proxy Statement. Each share of Common Stock is entitled
to one vote at the Annual Meeting. Directors are elected by a plurality of the
votes cast with a quorum present. The person who receives the greatest number of
votes represented in person or by proxy at the Annual Meeting will be elected a
Director of the Company. Abstentions will be considered in determining a quorum,
but will not affect the plurality vote required for the election of Directors.
See "Voting and Proxy Procedures." The Company's principal executive officers
are located at 1195 Hamburg Turnpike, Wayne, New Jersey 07470.
If you have any questions or need assistance in voting your shares, please
call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
*Rule 14a-5(c) provides that "any information contained in any other proxy
soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the proxy
statement, if a clear reference is made to the particular document containing
such information."
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THE COMMITTEE'S GOALS
The Committee and its fellow Stockholders have the same objective desire,
which is to maximize the value of the Company's stock they purchased. The
Committee believes that this goal can be accomplished through the pursuit of
acquisition/merger discussions with potentially interested commercial banks. In
the opinion of the Committee, a sale of the Company at this time may be more
beneficial than the Company remaining an independent financial institution
because of the high multiples being paid for lending institutions at this time
by acquirors whose stock is also trading at significantly high multiples. The
Committee has not performed an analysis of the current value of the Company in
relation to a possible sale.
If a sale of the Company is not possible at a satisfactory price, the
Committee Nominee will work to increase the Company's earnings, earnings per
share, earning assets and deposits. A satisfactory price will be determined
by the Board of Directors of the Company and can be either all cash or a
combination of cash and stock. As shown below, the Company's earnings in
comparison to Ramapo Financial Corporation ("Ramapo") its cross-town rival of
equal size and equity, is not satisfactory. To accomplish the Committee's goal,
Pollack and Seidman will need the cooperation of four of the remaining
Directors, since the Committee Members will be in a minority position.
Mr. Pollack, a member of the Committee and a Board member of the Company
and Bank supports the goals of the Committee.
When you return the Committee's card you are voting for Seidman and two of
the three Company Nominees. The Committee is not seeking authority to vote for
Thomas Colllins and will not exercise any such authority.
WAYNE'S PERFORMANCE
Since the December 31, 1996 quarter, Wayne's earnings have declined from
$635,000 to $442,000 for the quarter ended December 31, 1997. This poor
performance is highlighted when compared to Ramapo its local peer group
competitor. As of December 31, 1997, Ramapo and Wayne are almost equal in asset
size ($285,727,000 and $270,043,000) and capital ($31,297,000 and $33,944,000),
but Ramapo's earnings for the September 30 and December 31 quarters are almost
double Wayne's. Wayne earned $483,000 and $442,000 for the September 30 and
December 31 quarters, while Ramapo earned $816,000 and $853,000, respectively.
It is obvious to the Committee that this performance demonstrates the fact
that Wayne needs new blood and new ideas.
WAYNE'S STOCK PRICE
As the largest stockholder of the Company, the Committee is, as it is sure
you are, happy with the appreciation in the stock price from $10 in June 1996
when the Company went public to $23 1/2 as of the close of business on February
18, 1998. Neither management nor the Committee has any control over how the
market has priced the Company's stock. The price is determined by independent
market supply and demand forces with earnings performance playing some part in
the price of the stock. The Committee expresses no opinion as to why the stock
price has risen while earnings performance of the Company has lagged.
The yardstick for measuring management's performance is the earnings
performance of the Company. This is an element over which management does have
control. Unfortunately, in the opinion of the Committee, management has not
measured up well in increasing the earnings of the Company.
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AGREEMENT WITH COMPANY
By Letter Agreement dated February 10, 1997, the Committee and the Company
entered into an agreement which provided that Pollack was included on the
Company's slate of Directors which slate was elected for a three year term
commencing in April 1997. Pursuant to the Letter Agreement, the Committee can
nominate one person for the Board for the 1998 Annual Meeting. The Committee has
nominated Seidman. However, at the 1998 Annual Meeting, the Committee must vote
for two of the three Directors nominated by the Company. The Committee is
withholding authority to vote for Thomas Collins.If a Stockholder desires to
vote for Thomas Collins, they can write Thomas Collins' name on the Committee's
proxy card and withhold authority to vote for one or both of theCompany Nominees
or they can withhold authority for any additional Company Nominee by writing
that person's name on the Committee's proxy card.
LITIGATION WITH COMPANY
WITH RESPECT TO PROXY CONTEST
On January 23, 1998, Seidman filed for an Order to Show Cause and a
Complaint seeking (a) an Order directing Wayne to forthwith provide the
Committee with copies of Shareholder's Lists in paper and magnetic tape form and
(b) related relief. This is the same information the Committee requested from
the Company last year prior to the Special Meeting of Shareholders. The
Committee had to file a similar Order to Show Cause; but before the return date,
the Company relented and provided the Committee with the requested information.
In the opinion of the Committee, the Company's current conduct, again
withholding lists and again forcing litigation is a waste of corporate funds.
Oral argument with respect to this matter is scheduled for February 24, 1998.
THE COMMITTEE PARTICIPANTS
The participants who comprise the Committee own in the aggregate 200,450
shares of Common Stock, representing approximately 9.9% of the shares
outstanding and are as follows:
i. SAL is a New Jersey Limited Liability Company, organized to invest in
securities whose principal and executive offices are located at 100 Misty Lane,
Parsippany, NJ 07054. Seidman is the Manager of SAL and has sole investment
discretion and voting authority with respect to such securities.
ii. SAL II is a New Jersey Limited Liability Company, organized to invest
in securities whose principal and executive offices are located at 100 Misty
Lane, Parsippany, NJ 07054. Seidman is the Manager of SAL II and has sole
investment, discretion and voting authority with respect to such securities.
iii. SIP is a New Jersey Limited Partnership, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Veteri Place Corporation is the sole General
Partner of SIP, and Seidman is the only officer and shareholder of SIP and has
sole investment discretion and voting authority with respect to such securities.
iv. Seidman is a private investor, with discretion over certain accounts
and is the Manager of SAL and SAL II, and the President of the Corporate General
Partner of SIP. See "NOMINEE FOR ELECTION OF DIRECTOR" for information
concerning regulatory action.
v. TBCI is a New York Corporation and Whitman is the President of TBCI.
DiPaolo is the Executive Vice President of TBCI. The principal business of TBCI
is to act as a broker-dealer and investment advisor. Whitman and DiPaolo share
investment discretion, dispositive power, and voting authority with respect to
TBCI.
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vi. Partners is a Delaware Limited Partnership. Whitman, DiPaolo, and TBCI,
d/b/a Benchmark Capital Advisors, are the sole General Partners of Partners.
Whitman and DiPaolo share investment discretion, dispositive power, and voting
authority with respect to Partners.
vii. Dennis Pollack is a Director of the Company and Bank and is a private
investor. He has served as President and Chief Executive Officer of CBC Bancorp,
Inc. and Connecticut Bank and Commerce, Stamford, Connecticut since February
1996. He was Regional President of First Fidelity Bank, N.A. Hawthorne, New York
in 1994. Previous to that he served as President and Chief Executive Officer of
the Savings Bank of Rockland County, Spring Valley, New York from 1987 - 1994.
viii. Harold Schechter is Executive Vice President of VT International,
LTD, a luggage importer and distributor. His principal business address is 1050
Wall Street West, Lyndhurst, NJ 07071.
See Exhibit A for additional information concerning the above
"participants' and Exhbit B for all purchases and sales of the Company's stock
by the "Participants".
The shares owned by SAL, SALII and SIP were held in margin accounts carried
by Bear Stearns Security Corp. In addition to the Common Stock of the Company
SAL, SAL II and SIP own other securities in these accounts. This extension of
credit was extended in the ordinary course of business. As of Feburary 17, 1998,
SAL had a margin balance of $95,022.43 and SAL and SIP had no margin balance.
The limited partners of SIP are: James J. Gallagher, Ph.D; Richard
Greenberg; Kaplus Hanover Associates (Robert Kaplus, General Partner); The
Ketron Family Trust DTD 10/20/89 (Russ Ketron, TTEE); Louis M. Rogow, M.D. &
Enid Z. Rogow and SAL. The General Partner of SIP is Veteri Place Corporation, a
New Jersey Corporation (Seidman is the sole officer and shareholder). Seidman,
through Veteri Place Corporation, is entitled to twenty percent (20%) of the
profits earned by SIP.
The members of SAL are Seidman; Sonia Seidman; Seidcal Associates, L.L.C.
(Brant Cali, Managing Member). Seidman, as Manager, is entitled to five percent
(5%) of the profits of SAL II.
Seidman's clients are Jeffrey Greenberg (owns 1,000 shares) and Steven
Greenberg (owns 4,500 shares). [Seidman has letter agreements with Jeffrey and
Steven Greenberg and Richard Baer (owns 850 shares, of which 350 are owned in
his wife's retirement account, over which Mr. Baer exercises discretion) and
Brent Wolmer (owns 1,250 shares). [Seidman has oral agreements with Richard Baer
and Brent Wolmer. Under these oral agreements which are at-will agreements,
these owners have agreed to sell and vote their shares as directed by Seidman.]
Sonia Seidman (owns 15,000 shares) is the wife of Seidman. Seidman's two
(2) adult daughters each own 6,875 shares. They have each orally agreed to vote
and sell the shares as directed by Seidman.
None of the Partners of SIP or members of SAL, or members of SAL II own any
shares of the Company except as disclosed herein.
The members of the Committee agreed to act in concert. Whitman and DiPaolo
disclaim any beneficial interest in any shares of Common Stock owned by SAL, SAL
II, SIP, Seidman, or Seidman's clients. Seidman disclaims any beneficial
interest in any shares of Common Stock owned by TBCI, Partners, DiPaolo or
Whitman. The members of the Committee reserve the right to terminate their
agreement to act in concert.
During the last ten (10) years, none of SAL, SAL II, SIP. TBCI,Partners,
Whitman, DiPaolo, Pollack, Schechter and Seidman to the best of their knowledge,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
<PAGE>
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Mr. Seidman is the manager of SAL, SAL II, and is the President of the
Corporate General Partner of SIP; and, in that capacity, Mr. Seidman has the
authority to cause those entities to acquire, hold, trade, and vote these
securities. SAL. SAL II, and SIP were all created to acquire, hold, and sell
publicly-traded securities. None of these entities was formed to solely acquire,
hold, and sell the Issuer's securities. Each of these entities owns securities
issued by one or more companies other than Issuer. The members and limited
partners in SIP, SAL, and SAL II are all passive investors, who do not - and
cannot - directly or indirectly participate in the management of these entities,
including without limitation proxy contests. Seidman's compensation is, in part,
dependent upon the profitability of the operations of these entities, but no
provision is made to compensate Seidman solely based upon the profits resulting
from transactions from the Issuer's securities.
The voting power over the Issuer's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Each of the individuals listed on Exhibit A attached hereto is a citizen of
the United States. Additional Information concerning the Committee and their
holdings of Common Stock is set forth in appendices A and B hereto.
NOMINEE FOR ELECTION AS DIRECTOR
According to information provided to the Committee by the Company, three
Directors are to be elected at the Annual Meeting. The Director so elected will
serve in such capacity for a three year term to expire at the 2001 Annual
Meeting of Stockholders and until his successor is elected and qualified.
The Committee is proposing the election of Seidman to the Board of
Directors who, even if elected, will not be part of, or constitute, a majority
of the Company's ten member Board of Directors. The Committee already has one
member of the Committee, Pollack, on the Board. The Committee does not expect
that Seidman, who has expressed his willingness to serve on the Board of
Directors of the Company, will be unable to stand for election; but, in the
event that a vacancy in the Committee's slate should occur unexpectedly, the
shares of Common Stock represented by the enclosed GOLD proxy card will be voted
for a substitute candidate selected by the Committee.
If you wish to vote for the Committee Nominee, you must submit the enclosed
proxy card and must NOT submit the Company's proxy card. By voting on the
Committee's proxy card, you will be voting for Mr. Seidman and two Company
Nominees.
The Certificate of Incorporation of the Company provides that, except as
otherwise provided by law, any vacancies in the Board of Directors resulting
from the removal of Directors or otherwise may be filled by a majority vote of
the Directors then in office, whether or not a quorum is present or by a sole
remaining Director. Each Director so chosen shall hold office until the next
annual meeting and until his successor shall be duly elected and qualified,
unless sooner displaced.
The following information concerning age, principal occupation, business
experience and directorships during the last five years has been furnished to
the Committee by the Committee Nominee:
Lawrence B. Seidman, 50, 100 Misty Lane, Parsippany, New Jersey 07054,
Manager of Seidman & Associates, L.L.C.; Seidman & Associates II, L.L.C.,
President of Veteri Place Corp., the sole General Partner of Seidman Investment
Partnership, LP, Manager, of Federal Holdings, L.L.C., prior Director, Atlantic
Gulf Corporation, and business consultant to certain corporations and
individuals.
<PAGE>
On November 8, 1995, the acting director of the Office of Thrift
Supervision (OTS) issued a Cease and Desist Order against Seidman ("C &D") after
finding that Seidman recklessly engaged in unsafe and unsound practices in the
business of an insured institution. The C & D actions complained of were
Seidman's allegedly obstructing an OTS investigation. The C & D ordered him to
cease and desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation. and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three years if Seidman becomes an institution-affiliated party of any insured
depository institution subject to the jurisdiction of the OTS, to the extent
that his responsibilities include the preparation or review of any reports,
documents or other information that would be submitted or reviewed by the OTS in
the discharge of its regulatory functions, all such reports, documents and other
information shall, prior to submission to, or review by the OTS, be
independently reviewed by the Board of Directors or a duly appointed committee
of the Board to ensure that all material information and facts have been fully
and adequately disclosed. In addition, a civil money penalty in the amount of
$20,812 was assessed.
There is no assurance that any of the Companies' Nominees will serve as
Directors if the Committee Nominee is elected to the Board.
The Committee Nominee has entered into an agreement with SAL and SAL II,
whereby these entities have agreed to bear all costs and expenses of, and
indemnify him against any and all liability incurred by, the Committee Nominee
in connection with the Committee Nominee being a candidate and a "participant in
a solicitation" (as defined in the rules and regulations under the Securities
Exchange Act of 1934, as amended). The Committee Nominee will receive Director's
fees upon his election as a Director of the Company in accordance with the
Company's then practice.
Except as set forth in this Proxy Statement or in the Appendices hereto, to
the best knowledge of the Committee none of the Committee, any of the persons
participating in this solici-tation on behalf of the Committee, the Committee
Nominee, nor any associates of any of the foregoing persons (i) owns
beneficially, directly or indirectly, or has the right to acquire, any
securities of the Company or any parent or subsidiary of the Company, (ii) owns
any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years, (iv)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company, (v) is or has been a party to any contract, arrangement or
understanding with respect to any securities of the Company within the past
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (vii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Appendices hereto, to the best knowledge of the Committee, none of the
Committee, any of the persons participating in this solicitation on behalf of
the Committee, the Committee Nominee, nor any associate or immediate family
member of any of the foregoing persons has had or is to have a direct or
indirect material interest in any transaction with the Company since the
beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the corporations or organizations in which the Committee Nominee
has conducted his principal occupation or employment or any "participant" in the
proxy contest was a parent, subsidiary or other affiliate of the Company and the
Committee Nominee does not hold any position or office with the Company, have
any family relationship with any executive officer or Director of the Company or
each other, or has been involved in any legal proceedings of the type required
to be disclosed by the rules governing this solicitation.
A shareholder should refer to the Company's proxy statement for additional
information concerning Mr. Pollack who is a Director of the Company and does
receive fees in that capacity.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
It is anticipated that the Company's Proxy Statement for the Annual Meeting
will propose that the Stockholders ratify the appointment by the Company of KPMG
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Peat Marwick, LLP, as the Company's independent accountants for the fiscal year
ending December 31, 1998. The Committee is in favor of this proposal. See
"Voting and Proxy Procedures."
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement,
telephone, facsimile, telegraph, and personal solicitation. Whitman, DiPaolo,
and Seidman will be principally responsible to solicit proxies for the Committee
and certain of their employees will perform secretarial work in connection with
the solicitation of proxies, for which no additional compensation will be paid.
Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be
requested to forward the Committee's solicitation material to their customers
for whom they hold shares and the Committee will reimburse them for their
reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $15,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities and
expenses, including liabilities and expenses under the federal securities laws.
Approximately six (6) persons will be used by Beacon Hill Partners, Inc. in its
solicitation efforts. In addition, Harold Schechter, a discretionary client of
TBCI will also solicit, at no cost, proxies on behalf of the Committee. Mr.
Schechter's business address is 1050 Wall Street West, Lyndhurst, New Jersey
07071. Mr. Schechter's principal occupation is Executive Vice President of VT
International LTD, a luggage importer and distributor.
The entire expense of preparing, assembling, printing, and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by Seidman, SAL and SAL II. Although no precise estimate can be made at
the present time, the Committee currently estimates that the total expenditures
relating to the Proxy Solicitation incurred by the Committee will be
approximately $25,000 of which $9,000 has been incurred to date. The Committee
intends to seek reimbursement from the Company for those expenses incurred by
the Committee if Seidman is elected, but does not intend to submit the question
of such reimbursement to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed GOLD proxy card
must be signed dated and returned to the Committee c/o Beacon Hill Partners,
Inc., in the enclosed envelope in time to be voted at the Annual Meeting. If you
wish to vote for the Committee's Nominee, you must submit the enclosed GOLD
proxy card and must NOT submit the Company's proxy card. If you have already
returned the Company's proxy card, you have the right to revoke it as to all
matters covered thereby and may do so by subsequently signing, dating, and
mailing the enclosed GOLD proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT
THE ANNUAL MEETING. Execution of a GOLD proxy card will not affect your right to
attend the Annual Meeting and to vote in person. Any proxy may be revoked as to
all matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a later dated written revocation; (ii)
submitting a duly executed proxy bearing a later date to the Committee; or (iii)
attending and voting at the Annual Meeting in person. Attendance at the Annual
Meeting will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked GOLD proxy card
will be voted as specified. You may vote for the Committee's position or
withhold authority to vote for the Committee position by marking the proper box
on the GOLD proxy card. If no specification is made, such shares will be voted
for the Committee's Nominee and for the two designated Company Nominees.
Except as set forth in this Proxy Statement, the Committee is not aware of
any other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed GOLD proxy card will, however, have discretionary voting
authority regarding any other business that may properly come before the Annual
Meeting.
<PAGE>
If your shares are held in the name of a brokerage firm, bank, or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please return the proxy in the envelope provided to
you or contact the person responsible for your account and instruct that person
to execute on your behalf the GOLD proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date
will be entitled to vote at the Annual Meeting. If you are a stockholder of
record on the Annual Meeting Record Date, you will retain the voting rights in
connection with the Annual Meeting even if you sell such shares after the Annual
Meeting Record Date. Accordingly, it is important that you vote the shares of
Common Stock held by you on the Annual Meeting Record Date, or grant a proxy to
vote such shares on the GOLD proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to vote for
Lawrence Seidman. THE COMMITTEE STRONGLY RECOMMENDS A VOTE FOR THE COMMITTEE
NOMINEE.
THE WAYNE BANCORP, INC. COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
February 24, 1998
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote
your shares and only upon receipt of your specific instructions. Please return
the proxy provided to you or contact the person responsible for your account and
instruct them NOT to vote at this time.
If you have any questions, or need further assistance, please call Lawrence
Seidman at (973) 560-1400, Extension 108, or Richard Whitman collect at
212-421-4080, or 800-628-0048, or our proxy solicitor: Beacon Hill Partners,
Inc., 90 Broad Street, New York, New York 10004, at (800) 755-5001.
<PAGE>
INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION
The following sets forth the name, business address, and the number of
shares of Common Stock of the Company beneficially owned by the Committee
Nominee and the Committee:
Number of Shares
of Common Stock Percent
Beneficially Of
Name Business Address Owned Class
Seidman and Associates, L.L.C. Koll Executive Center, 23,701 1.17
(SAL) 100 Misty Lane
Parsippany, NJ 07054
Seidman and Associates II, L.L.C. Koll Executive Center, 53,425 2.65
(SALII) 100 Misty Lane
Parsippany, NJ 07054
Parsippany, NJ 07054
Seidman Investment Partnership, L.P. 19 Veteri Plac 16,900 .839
(SIP) Wayne, NJ 07470
Lawrence B. Seidman, Individually Koll Executive Center 48,824 2.42
and discretionary clients (1) 100 Misty Lane
Parsippany, NJ 07054
The Benchmark Company, Inc. (TBCI) 750 Lexington Avenue 19,850 .985
Benchmark Partners LP (Partners)(2) New York, NY 10022 27,500 1.36
Harold Schechter (2) 1050 Wall Street West
Lyndhurst, New Jersey
07071
Wayne, NJ 07470
Richard Whitman, Individually 750 Lexington Avenue 1,000 .049
(2) New York, NY 10022
Lorraine DiPaolo, Individually 750 Lexington Avenue 3,750 .186
(2) New York, NY 10022
Dennis Pollack (3) 99 Apple Ridge. 5,500 .273
Woodcliff Lake, NJ 07675
_______________________
(1) Seidman owns 5,500 shares of Common Stock directly, but may be deemed to
have sole voting power and dispositive power as to 137,350 shares beneficially
owned by SAL, SALII, SIP and several clients (Melissa Baer IRA, Richard Baer
IRA, Brent G. Wolmer IRA, Jeffrey Greenberg, Steven Greenberg, Sonia Seidman,
Allison Seidman and Erica Seidman).
(2) Whitman and DiPaolo respectively own 1,000 and 3,750 shares of Common Stock
directly, but may be deemed to have shared voting power and shares dispositive
power as to 47,350 shares beneficially owned by TBCI and Partners. Mr.
Schechter's (1,000 shares) stock is included in the stock for which TBCI has
discretionary control.
(3) Mr. Pollack's owns 2,500 shares with his wife and owns 3,000 shares in his
IRA.
<PAGE>
- -------------------------------------------------------------------------------
SHARE TOTAL COSTS/
DATE PROCEEDS SHARES
- -------------------------------------------------------------------------------
LAWRENCE B. SEIDMAN
DISCRETIONARY ACCOUNTS
62796 10.00 150,000.00 15,000
62796 10.00 68,750.00 6,875
62796 10.00 68,750.00 6,875
71696 10.88 5,438.00 500
72496 11.50 23,325.76 2,000
82996 13.41 73,730.00 5,500
82996 13.53 10,150.82 700
91096 13.75 9,625.00 700
91196 13.75 48,497.13 3,500
102196 14.75 3,000.00 200
32097 16.75 1,725.00 100
32097 16.75 3,400.00 200
4,675
1,999
- -------------------------------------------------------------
SUB-TOTAL 466,391.71 48,824
BENCHMARK PARTNERS
62796 11.13 83,438.00 7,500
62896 11.25 112,500.00 10,000
7396 11.63 58,125.00 5,000
72396 11.63 58,125.00 5,000
72496 11.50 28,750.00 2,500
9997 24.75 (32,200.00) (1,300)
91497 25.00 (28,825.00) (1,200)
---------------------------------------
SUB-TOTAL 279,913.00 27,500
THE BENCHMARK COMPANY
DISCRETIONARY ACCOUNTS
8296 11.937 23,875.00 2,000
82396 12.875 64,375.00 5,000
82996 13.43 14,114.50 1,050
83096 13.55 60,982.00 4,500
9396 13.50 19,575.00 1,450
91196 13.75 60,500.00 4,400
92696 13.81 23,482.10 1,700
101096 14.00 21,237.11 1,500
101796 14.50 14,655.20 1,000
11796 13.75 24,157.00 1,500
121396 14.35 71,875.00 5,000
32097 16.75 8,466.31 500
32097 16.75 16,916.99 1,000
32097 16.75 16,919.49 1,000
32097 16.75 33,778.68 2,000
32097 16.75 8,468.81 500
32197 16.75 8,468.81 500
32197 16.75 5,088.54 300
32197 16.75 8,468.81 500
72297 19.50 (9,750.00) (500)
82597 23.88 (2,337.50) (100)
92597 24.38 (60,293.92) (2,500)
<PAGE>
- ----------------------------------------------------------------------
SHARE TOTAL COSTS/
DATE PRICE PROCEEDS SHARES
- ----------------------------------------------------------------------
10997 23.25 (92,021.62) (4,000)
12397 21.29 (10,645.85) (500)
12397 21.29 (10,645.85) (500)
12397 21.29 (12,775.02) (600)
12397 21.29 (10,645.85) (500)
12397 21.29 (8,516.68) (400)
12397 21.25 (10,625.00) (500)
12397 21.29 (10,645.85) (500)
12397 21.25 (10,625.00) (500)
12497 21.38 (10,687.50) (500)
12497 21.38 (12,825.00) (600)
12497 21.38 (10,687.50) (500)
12497 21.38 (21,375.00) (1,000)
12497 21.38 (6,412.50) (300)
12497 21.38 (4,275.00) (200)
121597 22.00 (7,700.00) (350)
121597 22.00 (22,000.00) (1,000)
---------------------------------------
SUB-TOTAL 159,913.71 19,850
Richard Whitman
DISCRETIONARY ACCOUNT
7296 11.65 11,650.00 1,000
7596 10.00 10,000.00 1,000
12397 21.25 (21,250.00) (1,000)
- -----------------------------------------------------------------------
SUB-TOTAL 400.00 1,000
LORRAINE DI PAOLO
DISCRETIONARY ACCOUNT
7296 11.64 17,462.00 1,500
82996 13.38 36,806.00 2,750
83096 13.42 6,712.00 500
12397 21.25 (21,250.00) (1,000)
- -----------------------------------------------------------------------
SUB-TOTAL 39,730.00 3,750
SEIDMAN & ASSOC
62896 11.25 112,500.00 10,000
7196 11.375 56,875.00 5,000
72696 11.563 18,500.00 1,600
8896 12.438 24,875.00 2,000
82996 13.41 67,027.00 5,000
32097 16.75 28,545.50 1,700
32097 16.75 33,582.50 2,000
32097 16.75 (33,582.00) (2,000)
32197 16.75 6,752.50 400
Trans to LBS Disc. (1,999)
- -----------------------------------------------------------------------
SUB-TOTAL 315,075.50 23,701
<PAGE>
- -----------------------------------------------------------------------
SHARE TOTAL COSTS/
DATE PRICE PROCEEDS SHARES
- -----------------------------------------------------------------------
SEIDMAN & ASSOC, II, LLC
62796 11.125 55,625.00 5,000
62896 11.25 56,452.50 5,000
71096 11.096 47,886.87 4,300
72396 11.63 58,327.50 5,000
72496 11.50 17,312.50 1,500
8196 11.937 35,845.00 3,000
8296 11.937 23,907.50 2,000
81296 12.563 94,521.25 7,500
81396 12.50 31,352.50 2,500
83096 13.41 67,027.50 5,000
91196 13.75 97,911.50 7,100
92696 13.813 24,937.00 1,800
101096 14.00 21,062.50 1,500
11696 14.38 43,247.50 3,000
11796 13.75 20,687.50 1,500
32097 16.75 33,582.50 2,000
32197 16.75 6,752.50 400
Trans. to Seidman Disc. (4,675)
- -----------------------------------------------------------------------
SUB-TOTAL 736,439.12 53,425
SEIDMAN INV. PART, LP
62896 11.25 56,452.50 5,000
7296 11.625 29,165.00 2,500
72496 11.50 17,312.50 1,500
82396 12.875 64,407.50 5,000
101796 14.5 21,812.50 1,500
32097 16.75 16,792.50 1,000
32197 16.75 6,752.50 400
- -----------------------------------------------------------------------
SUB-TOTAL 212,695.00 16,900
DENNIS POLLACK
101796 14.13 14,254.50 1,000
102196 13.88 21,004.50 1,500
11696 12.63 12,725.50 1,000
11796 12.63 27,893.25 2,000
- -----------------------------------------------------------------------
SUB-TOTAL 75,877.75 5,500
TOTAL 2,286,435.79 200,450
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL YOUR GOLD proxy card in the enclosed
postage-paid envelope. If you wish to vote for the Committee Nominee and
the Designated Company Nominees, you must submit the enclosed GOLD proxy
card and must NOT submit the Company's proxy card.
2. If you have already voted the Company's proxy card, you have every legal
right to change your mind and vote FOR the Committee Nominee and the
Designated Company Nominees, on the GOLD proxy card. Only your latest dated
proxy card will count.
3. If your shares are held for you by a bank or brokerage firm, only your bank
or broker can vote your shares and only after receiving your instructions.
Please call your bank or broker and instruct your representative to vote
FOR the Committee Nominee and the Designated Company Nominees on the GOLD
proxy card.
4. Time is short. Please vote today! If you have questions or need assistance
in voting your shares or in changing your vote, please contact Beacon Hill
Partners, Inc. at the toll-free number listed below.
BEACON HILL PARTNERS
90 Broad Street
New York, New York 10004
(212) 843-8500 (call Collect)
or
Call toll-Free (800) 755-5001
<PAGE>
WAYNE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE WAYNE BANCORP , INC. COMMITTEE TO PRESERVE
SHAREHOLDER VALUE
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard Whitman, with full power of
substitution and resubstitution, the attorney(s) and the proxy(ies) of the
undersigned, to vote all shares the undersigned may be entitled to vote, with
all powers the undersigned would possess if personally present at the Annual
Meeting of Stockholders of Wayne Bancorp to be held on March 24, 1998, and at
any adjournments or postponements thereof on the following matters, as
instructed below, and in their discretion, on such other matters as may properly
come before the meeting, including any motion to adjourn or postpone the
meeting, all as more fully described in the Proxy Statement of the Wayne
Bancorp, Inc. Committee to Preserve Shareholder Value ("Committee") dated
February 24, 1998, receipt of which is hereby acknowledged. A vote "FOR" each
proposal is recommended.
1. ELECTION OF DIRECTOR - COMMITTEE NOMINEE
- ---- FOR the nominee listed below---- WITHHOLD AUTHORITY to vote for nominee
(except as indicated to the contrary below)
LAWRENCE B. SEIDMAN
The Committee intends to use this proxy to vote for persons who have been
nominated by Wayne Bancorp, Inc. to serve as Directors, other than the Company
Nominee listed below. You may withhold authority to vote for one or more
additional Company Nominees, by writing the name of the Nominee(s) below. You
should refer to the proxy statement and form of proxy distributed by the Company
for the names, background, qualifications, and other information concerning the
Company's Nominees.
There is no assurance that any of the Company's Nominees will serve as
Directors if the Committee's Nominee is elected to the Board.
The Committee is NOT seeking authority to vote for and WILL NOT exercise
any such authority for Thomas Collins.
Write in below the names of any additional Company Nominee for which
authority to vote is withheld.
(Continued and to be SIGNED on the reverse side)
<PAGE>
2. APPOINTMENT OF KPMG PEAT MARWICK, LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1998:
---- FOR ---- AGAINST ---- ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. Unless otherwise specified, this proxy
will be voted "FOR" the election of the Committee's Nominee as Director, the
election of the two Company Nominees and "FOR" the appointment of KPMG Peat
Marwick, LLP, the independent accountants. This proxy revokes all prior proxies
given by the undersigned.
Please sign below exactly as your name appears on the proxy card. If
shares are registered in more than one name, all such persons should sign.
A corporation should sign in its full corporate name by a duly authorized
officer, stating full titles. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full
title as such. If a partnership, please sign in the partnership name by
authorized persons. This proxy card votes all shares held in all
capacities.
Dated.....................,1998
............................
............................
(Signature, if held jointly)
.............................
(Title or authority, if applicable)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
