AN IMPORTANT MESSAGE FROM: THE WAYNE BANCORP, INC. COMMITTEE TO PRESERVE
SHAREHOLDER VALUE TO: FELLOW SHAREHOLDERS OF WAYNE BANCORP, INC.
STOP!
The Wayne Bancorp, Inc. Committee to Preserve Shareholder Value (the
"Committee") as of January 28, 1998 collectively owned approximately 9.9% of the
outstanding Common Stock of Wayne Bancorp, Inc. (the "Company"). The Committee
is the largest shareholder of the Company.
The Committee is disappointed with the earnings performance of the Company
and, as a result, not confident that the Board of Directors, as presently
constituted, can maximize the value of the Company for our mutual benefit.
Do not vote for management director nominees until you have had an
opportunity to consider the information contained in the Committee's proxy
statement, which will be mailed as soon as practicable, and will detail why you
should vote for the Committee's nominee.
LOOK!
All rhetoric aside, in the Committee's opinion, the earnings performance of
the Company is really the principal yardstick for measuring management's
performance. A comparison with its cross-town rival, Ramapo Financial
Corporation (Ramapo), clearly demonstrates the Company's weak performance. As of
December 31, 1997, Ramapo and Wayne were almost equal in asset size,
($285,727,000 and $270,043,000, respectively) and capital ($31,297,000 and
$33,944,000, respectively), but Ramapo's earnings for the December 31, 1997
quarter ($853,000) is almost double the Companys. This poor performance was a
repeat of the September 1997 quarter when the Company earned only $483,000,
while Ramapo earned $816,000.
It is obvious that the Company needs an additional new voice on the Board
to promote new ideas. An idea which the present Board seems to be ignoring, and
which the Committe has urged the Board to consider, is the pursuit of
acquisition/merger discussions with potentially interested commercial banks.
Such a course of action must be considered, due to the present excellent
acquisition climate which will undoubtedly not last forever. The multiples being
paid for financial institutions are at an all-time high, and the stock of
acquiring institutions is also at all-time highs.
If the Company's management is unable to present its shareholders with a
comprehensive plan to demonstrate that the Company will be able to successfully
compete with such well run local banks as Valley National Bank, Hubco, Inc. or
Ramapo and provide its shareholders with the returns these other banks are
achieving for their shareholders, then the Company's management and the Board
must establish an alternative plan to achieve appropriate results via a sale of
the Company.
The Committee is confident that management has tried its best, however, the
results clearly demonstrate that these efforts are wholly inadequate.
Shareholders should not suffer because of management's inability to increase
earnings or to pursue other possible more advantageous opportunities for
shareholders to maximize the value of the stock they own.
The Committee challenges management to disclose what efforts they have
pursued to sell the Company or to explain, in the absence of such an effort, why
a potentially advantageous sale has not been pursued. Management's public
disclosure that the Company wants "to remain independent" is specious - unless
and until they can demonstrate that such a course of action will be financially
rewarding.
LISTEN!
Listen to our message about what Management wants for themselves, which
shall be detailed in our proxy statement. Our message is one that Management
should be sending: Let's preserve shareholder value and maximize the value of
the stock we own in the Company.
STOP Don't vote Management's Proxy Card. You
have approximately six weeks to vote.
LOOK For our Proxy Material and our Proxy Card
and vote for our nominee.
LISTEN To our program which we believe will maximize
the value of the stock you own.
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, 19 Veteri Place 16,900 .839
L.P.(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) New York, NY 10022 27,500 1.36
(
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). 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.
(2) Whitman and DiPaolo respectively own 1,000 and 3,750 shares of Common Stock
IRA.
(3) Mr. Pollack owns 2,500 shares with his wife and owns 3,000 shares in his
IRA.
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 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, Ext. 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 (800) 755-5001.
