[Letterhead of Wayne Savings Bancshares, Inc.]
June 27, 2000
Dear Stockholder:
We cordially invite you to attend the 2000 Annual Meeting of Stockholders
of Wayne Savings Bancshares, Inc. (the "Company"). The Annual Meeting will be
held at the Black Tie Affair Conference Center, 50 Riffel Road, Wooster, Ohio,
at 10:00 a.m., Ohio time, on July 27, 2000.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to respond to any
questions that stockholders may have.
At the Annual Meeting, stockholders will be requested to (i) elect two
directors of the Company and (ii) ratify the appointment of Grant Thornton LLP
as auditors for the Company's fiscal year ending March 31, 2001.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
Also enclosed for your review is our 2000 Annual Report to Stockholders,
which contains detailed information concerning the activities and operating
performance of the Company. On behalf of the Board of Directors, we urge you to
sign, date and return the enclosed proxy card as soon as possible even if you
currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
\s\ Charles F. Finn
----------------------------
Charles F. Finn
Chairman, President and Chief Executive Officer
<PAGE>
WAYNE SAVINGS BANCSHARES, INC.
151 North Market Street
Wooster, Ohio 44691
(330) 264-5767
NOTICE OF
2000 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 27, 2000
Notice is hereby given that the 2000 Annual Meeting of Wayne Savings
Bancshares, Inc. (the "Company") will be held at the Black Tie Affair Conference
Center, 50 Riffel Road, Wooster, Ohio, at 10:00 a.m., Ohio time, on July 27,
2000.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The ratification of the appointment of Grant Thornton LLP as auditors
for the Company for the fiscal year ending March 31, 2001; and such other
matters as may properly come before the Meeting, or any adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on June 15, 2000, are
the stockholders entitled to vote at the Meeting, and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE
PERSONALLY AT THE MEETING.
By Order of the Board of Directors
\s\ Charles F. Finn
------------------------------
Charles F. Finn
Chairman, President and
Chief Executive Officer
Wooster, Ohio
June 27, 2000
<PAGE>
PROXY STATEMENT
WAYNE SAVINGS BANCSHARES, INC.
151 North Market Street
Wooster, Ohio 44691
(330) 264-5767
2000 ANNUAL MEETING OF STOCKHOLDERS
July 27, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Wayne Savings Bancshares, Inc.
(the "Company") to be used at the 2000 Annual Meeting of Stockholders of the
Company (the "Meeting"), which will be held at the Black Tie Affair Conference
Center, 50 Riffel Road, Wooster, Ohio, on July 27, 2000, at 10:00 a.m., Ohio
time, and all adjournments of the Meeting. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about June 27, 2000.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon.
Please sign and return your Proxy to the Company in order for your vote to be
counted. Proxies which are signed, but contain no instructions for voting, will
be voted "FOR" the proposals set forth in this Proxy Statement for consideration
at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company at the address of the Company shown above, or by filing
a duly executed proxy bearing a later date. The presence at the Meeting of any
stockholder who has given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Meeting or delivers a
written revocation to the Secretary of the Company prior to the voting of such
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the Company's common stock, par value $1.00 per share
("Common Stock") as of the close of business on June 15, 2000 (the "Record
Date"), are entitled to one vote for each share then held. As of the Record
Date, there were 2,604,415 shares of Common Stock issued and outstanding. The
presence in person or by proxy of a majority of the outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum at the Meeting.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the nominees
proposed by the Board, or to WITHHOLD authority to vote for one or more of the
nominees being proposed. Directors are elected by a plurality of votes of shares
present in person or by proxy and entitled to vote and the appointment of
auditors is ratified by a majority of the outstanding shares of Common Stock;
broker non-votes will not be counted as shares present and entitled to vote.
Wayne Savings Bancshares, M.H.C., the Company's parent mutual holding company
(the "Mutual Holding Company"), which owns a majority of the outstanding Common
Stock, has indicated its intention to vote in favor of all matters presented to
stockholders at the Annual Meeting, which would ensure the approval of such
matters.
1
<PAGE>
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports with the Securities and Exchange Commission (the "SEC")
regarding such ownership pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"). The following table sets forth, as of June 15, 2000, the shares
of Common Stock beneficially owned by all directors and executive officers as a
group and by each person who was the beneficial owner of more than 5% of the
outstanding shares of Common Stock. This information is based solely upon
information supplied to the Company and the filings required pursuant to the
Exchange Act.
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership(1) Outstanding
<S> <C> <C>
Wayne Savings Bankshares, M.H.C.(2) 1,350,699 51.9%
151 North Market Street
Wooster, Ohio 44691
All Directors and Executive Officers 221,254(3) 8.5%
as a Group (11 persons)
-----------------------------
</TABLE>
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner for purposes of this table, of any shares of Common
Stock if he has sole or shared voting or investment power with respect to
such security, or has a right to acquire beneficial ownership at any time
within 60 days from the date as of which beneficial ownership is being
determined. As used herein, "voting power" is the power to vote or direct
the voting of shares and "investment power" is the power to dispose or
direct the disposition of shares. Includes all shares held directly as well
as by spouses and minor children, in trust and other indirect ownership,
over which shares the named individuals effectively exercise sole or shared
voting and investment power.
(2) The Company's executive officers and directors are also executive officers
and directors of the Mutual Holding Company. (3) Includes 7,309 shares of
common stock underlying options granted pursuant to The Wayne Savings and
Loan Company 1993 Stock Option Plan for Outside Directors and 5,241 shares
subject to options under The Wayne Savings and Loan Company 1993 Incentive
Stock Option Plan that may be exercised within 60 days of the date as of
which beneficial ownership is being determined.
2
<PAGE>
PROPOSAL I--ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of seven members.
The Company's Bylaws provide that approximately one-third of the directors are
to be elected annually. Directors of the Company are generally elected to serve
for a three year-period and until their respective successors shall have been
elected and shall qualify. Two directors will be elected at the Meeting to serve
for a three-year period and until their respective successors have been elected
and qualified. The Board of Directors has nominated to serve as directors
Kenneth G. Rhode and James C. Morgan, each of whom is currently a member of the
Board of Directors.
The table below sets forth certain information regarding the composition of
the Company's Board of Directors, including the terms of office of Board
members. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Meeting for the election of the nominees
identified below. If any nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why any of the nominees might be unable to serve, if elected. Except as
indicated herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Positions Beneficially
Held in the Director Current Term Owned on Percent
Name (1) Age Company Since (2) to Expire June 15, 2000 (3) Of Class
-------- --- ------- --------- --------- ----------------- --------
NOMINEES
<S> <C> <C> <C> <C> <C>
Kenneth G. Rhode 91 Director 1958 2000 55,799 2.1%
James C. Morgan 62 Director 1995 2000 2,406 *
DIRECTORS CONTINUING IN OFFICE
Donald E. Massaro 71 Director 1990 2001 10,568 *
Russell L. Harpster 65 Director 1979 2001 38,482(4) 1.5%
Terry A. Gardner 53 Director 1994 2001 31,492 1.2%
Charles F. Finn 62 Chairman of the Board, 1976 2002 34,284(5) 1.3%
President, and Chief
Executive Officer
Joseph L. Retzler 72 Director 1985 2002 15,471(6) *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Wanda Christopher-Finn 57 Executive Vice President -- -- 21,561(7) *
Gary C. Miller 59 Senior Vice President -- -- 9,427 *
Todd J. Tappel 36 Senior Vice President and -- -- 1,764 *
Chief Financial Officer
Anthony Volpe 48 Vice President and Controller -- -- -- *
</TABLE>
--------------------------------
(*) Less than 1%.
(1) The mailing address for each person listed is 151 North Market Street
Wooster, Ohio 44691. Each of the persons listed is also a director
or executive officer of the Mutual Holding Company.
(2) Reflects initial appointment to the Board of Directors of Wayne Savings
Community Bank (the "Bank," or "Wayne Savings"), the Company's wholly-
owned subsidiary.
(3) See definition of "beneficial ownership" in the table in "Voting Securities
and Principal Holders Thereof." (4) Includes options to purchase 2,842
shares pursuant to the 1993 Stock Option Plan for Outside Directors
(the "Directors' Plan").
(5) Includes options to purchase 3,200 shares pursuant to the 1993
Incentive Stock Option Plan (the "Stock Option Plan").
(6) Includes options to purchase 4,467 shares pursuant to the Directors' Plan.
(7) Includes options to purchase 2,041 shares pursuant to the Stock Option Plan.
3
<PAGE>
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All directors and executive
officers have held their present positions for five years unless otherwise
stated.
Kenneth G. Rhode has been Chairman of the Board of the Bank since 1972. He
was Chief Executive Officer of Lightning Rod Mutual and Western Reserve Mutual
Insurance Companies of Wooster, Ohio prior to his retirement in 1988.
Charles F. Finn has been President and Chief Executive Officer of the Bank
since 1983. He has been employed by Wayne Savings for 35 years. Mr. Finn is the
spouse of Wanda Christopher-Finn, Executive Vice President of the Company. He
was appointed Chairman of the Board of Directors of the Company on September 25,
1997.
Donald E. Massaro has been affiliated with the Bank for 34 years. He
previously was an officer of the Bank and retired in December 1992.
Russell L. Harpster is an attorney and a partner in the law firm of
Henderson, Harpster & Vanosdall in Ashland, Ohio.
Joseph L. Retzler is President of Retzler Hardware in Wooster, Ohio.
Terry A. Gardner is President and General Partner of Terra Management,
Inc., in Wooster, Ohio, a firm involved in the construction and management of
multi-family housing projects. He was elected director on October 25, 1994 to
fill the unexpired term of a retiring director.
James C. Morgan is President of Franklin Oil & Gas, Inc. in Wooster, Ohio.
He was elected director on February 28, 1995 to fill the unexpired term of a
retiring director.
Wanda Christopher-Finn is Executive Vice President, Chief Administrative
Officer and has been affiliated with the Bank since 1972. Ms. Christopher-Finn
is the spouse of Charles Finn.
Gary C. Miller became Senior Vice President, Manager of the Loan
Origination Division in February 1996 and was promoted to Chief Lending Officer
in August 1997. He was previously Vice President, Manager of Mortgage Loans. He
has been affiliated with Wayne Savings since 1971.
Todd J. Tappel joined the Bank in April 1996 as Vice President, Director of
Planning. Mr. Tappel was promoted to Senior Vice President in March, 1997 and to
Chief Financial Officer in August, 1997. He also serves as the Company's
Corporate Secretary. He previously worked for the Office of Thrift Supervision
as a federal thrift regulator.
Anthony Volpe joined the Bank in September 1997 as Vice President and
Controller. He previously held a similar position with another financial
institution.
Meetings and Committees of the Board of Directors
The business of the Company's Board of Directors is conducted through
meetings and activities of the Board and its committees. During the year ended
March 31, 2000, the Board of Directors held 12 regular meetings and one special
meeting. During the year ended March 31, 2000, no director attended fewer than
75 percent of the total meetings of the Board of Directors of the Company and
committees on which such director served.
The Executive Committee of the Board of Directors consists of Directors
Kenneth Rhode, Charles Finn, Russell Harpster and Joseph Retzler, and meets as
necessary between meetings of the full Board of Directors. All actions of the
Executive Committee must be ratified by the full Board of Directors. The
Executive Committee met three times during the year ended March 31, 2000.
4
<PAGE>
The Executive Committee also serves as the Compensation Committee of the
Company, and meets periodically to review the performance of officers and
employees and determine compensation programs and adjustments. The Executive
Committee met three times in its capacity as the Compensation Committee during
the year ended March 31, 2000.
The Audit Committee consists of Directors Kenneth Rhode, Donald Massaro,
Terry Gardner and James Morgan. This Committee meets on a quarterly basis with
the internal auditor to review audit programs and the results of audits of
specific areas as well as other regulatory compliance issues. The Company's
Audit Committee met four times during the year ended March 31, 2000.
The Nominating Committee consists of the full Board of Directors. While the
Nominating Committee will consider nominees recommended by stockholders, it has
not actively solicited recommendations from the Company's stockholders for
nominees, nor established any procedures for this purpose. Any nominations must,
however, be made pursuant to applicable provisions of the Company's Bylaws. The
Board of Directors met one time in its capacity as the Nominating Committee
during the fiscal year ended March 31, 2000.
Ownership Reports by Officers and Directors
The Common Stock is registered pursuant to Section 12(g) of the Exchange
Act. The officers and directors of the Company and beneficial owners of greater
than 10% of the outstanding shares of Company Common Stock ("10% beneficial
owners") are required to file reports on Forms 3, 4 and 5 with the SEC
disclosing beneficial ownership and changes in beneficial ownership of the
Common Stock. SEC rules require disclosure in the Company's Proxy Statement and
Annual Report on Form 10-KSB of the failure of an officer, director or 10%
beneficial owner of the Company Common Stock to file a Form 3, 4 or 5 on a
timely basis. Based on the Company's review of such ownership reports, no
officer, director or 10% beneficial owner of the Company failed to file
ownership reports on a timely basis for the fiscal year ended March 31, 2000.
5
<PAGE>
Executive Compensation
The following table sets forth for the fiscal years ended March 31, 2000,
1999 and 1998, certain information as to the total remuneration paid by the
Company to the Chief Executive Officer and to the Executive Vice President of
the Company (the "Named Executive Officers"). Information in the table below has
been adjusted for the 10% stock dividend paid in June 1998, and the 5% stock
dividend paid in June 1999. During the fiscal year ended March 31, 2000, no
other officer of the Company earned salary and bonus which exceeded $100,000.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation (1) Awards Payout
Fiscal
years Restricted Securities
Name and ended Other Annual Stock Underlying All other
principal position March Salary Bonus Compensation Award(s) Options/SARs LTIP compensation
(2) 31, ($) ($) (3) Payouts (4)
=================== =========== ============ ========== ============= ============== ================ ========== =============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles F. Finn 2000 $147,800 $15,000 -- -- -- -- $ --
Chairman, 1999 142,000 15,000 -- -- -- -- 7,688
President and 1998 130,000 23,000 -- -- -- -- 22,079
Chief Executive
Officer
------------------- ----------- ------------ ---------- ---------------- -------------- ---------------- ---------- -----------
Wanda 2000 $ 94,500 $ 10,500 -- -- -- -- $ --
Christopher-Finn, 1999 89,500 10,400 -- -- -- -- 4,953
Executive Vice 1998 83,500 15,000 -- -- -- -- 13,649
President
=================== =========== ============ ========== ================ ============== ================ ========== ==========
</TABLE>
(1) No compensation has been deferred at the election of the executive.
Does not include benefits pursuant to the Company's Pension Plan. See
"Benefits." (2) No other executive officer received salary and bonuses that in
the aggregate exceeded $100,000. (3) The Company also provides certain members
of senior management with the use of an automobile, membership dues and other
personal benefits. The aggregate amount of such other benefits provided to Mr.
Finn did not exceed the lesser of $50,000 or 10% of his total annual salary. (4)
Includes the market value at March 31 of shares of common stock allocated to Mr.
Finn and Ms. Christopher-Finn pursuant to the Bank's Employee Stock Ownership
Plan.
Directors' Compensation
Fees. The Company's directors receive no fees for serving on the Company's
Board of Directors or committees of the Company. Each outside director who
served on the Board of Directors of the Bank during the fiscal year ended March
31, 2000 received a monthly meeting fee of $789 and a monthly retainer of $526.
The monthly meeting fee is paid to the director only if the director attends the
meeting or has an excused absence. No additional fees were paid for special
meetings of the Board of Directors. In addition, the Company paid each Director
Emeritus up to two-thirds of the fees such Director Emeritus received in the
year prior to being appointed Director Emeritus, excluding committee fees.
During the fiscal year ended March 31, 2000, the members of the Executive
Committee received an annual fee of $2,000; however, Kenneth Rhode, Chairman of
the Board of Directors of the Bank, received a grandfathered executive committee
fee of $4,000. Members of the Loan Committee and Audit Committee received an
annual fee of $1,800. Directors who attend the quarterly meetings of the
Company's Asset Review Committee received a fee of $100 for each meeting
attended. The Chairman of the Board of Directors of the Bank and Chairman of the
Executive Committee received $12,850 in additional fees during the fiscal year
ended March 31, 2000. Mr. Finn did not receive any fees as Chairman of the Board
of the Company.
Stock Option Plan for Outside Directors. The Board of Directors of the Bank
adopted the 1993 Stock Option Plan for Outside Directors (the "Directors' Plan")
in connection with its conversion to stock form in 1993. The Directors' Plan was
ratified by the Bank's stockholders at the 1993 Annual Meeting. The Directors'
Plan authorizes the grant of non-statutory stock options for 36,018 shares (as
adjusted) of common stock to non-employee directors of the Company,
6
<PAGE>
as adjusted to reflect a 5% stock dividend, a 10% stock dividend and a
three-for-two stock split which were distributed June 10, 1999, June 10, 1998,
and June 12, 1997, respectively. The Directors' Plan is a self administering
plan that granted to Messrs. Rhode, Harpster, Retzler, and Massaro non-statutory
options to purchase 7,204, 5,467, 5,467 and 5,336 shares of Common Stock (as
adjusted), respectively. Grants of stock options were determined as follows:
options to purchase 6,267 shares (as adjusted) were granted to outside directors
with more than 15 years of service; options to purchase 5,467 shares (as
adjusted) were granted to each outside director with 5 to 15 years of service;
options to purchase 5,336 shares (as adjusted) were granted to outside directors
with less than 5 years of service; and options to purchase an additional 931
shares (as adjusted) were granted to the Chairman of the Board. The exercise
price of the options is equal to the fair market value of the shares of Common
Stock underlying such option on the date the option was granted, or $5.00 per
share (as adjusted) of Common Stock for options granted on the date of
completion of the Offering. All options granted under the Directors' Plan may be
exercised from time to time in whole or in part, and expire upon the earlier of
10 years following the date of grant or one year following the date the optionee
ceases to be a director.
Benefits
Pension Plan. The Bank makes available to all full-time employees who have
attained the age of 21 and completed one year of service with the Bank a defined
benefit pension plan. The pension plan provides for monthly payments to or on
behalf of each covered employee upon the employee's normal retirement date
(i.e., the first day of the month coincident with or next following the later of
age 65 or 5 years of participation). These payments are calculated in accordance
with a formula based on the employee's "average monthly compensation," which is
defined as the highest average of total compensation for five consecutive
calendar years of employment. The normal retirement benefit is equal to 29% of
the "average monthly compensation" up to the integration level, plus 51% of the
"average monthly compensation" in excess of the integration level, reduced for
less than 35 years of service. The normal form of benefit is a monthly income
payable for life. Optional forms of benefit are available.
Under the pension plan, the Bank makes an annual contribution for the
benefit of eligible employees computed on an actuarial basis. Employee benefits
under the plan vest as designated in the schedule below:
Completed Years Vested
of Employment Percentages
-------------- -----------
Fewer than 3 ............................................... 0
3 but less than 4 .......................................... 20%
4 but less than 5 .......................................... 40%
5 but less than 6 .......................................... 60%
6 but less than 7 .......................................... 80%
7 or more .................................................. 100%
The following table illustrates regular annual allowance amounts at age 65
under the regular retirement benefit plan provisions available at various levels
of compensation and years of benefit service (figured on formula described
above):
<TABLE>
<CAPTION>
Years of Benefit Service
Average Salary 10 15 20 25 30 35
-------------- ---------- ---------- ---------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 1,875 $ 2,813 $ 3,751 $ 4,688 $ 5,626 $ 6,563
$ 30,000 $ 3,332 $ 4,999 $ 6,665 $ 8,331 $ 9,997 $ 11,663
$ 50,000 $ 6,247 $ 9,370 $ 12,493 $ 15,617 $ 18,740 $ 21,863
$ 80,000 $ 10,618 $ 15,927 $ 21,236 $ 26,545 $ 31,854 $ 37,163
$ 100,000 $ 13,532 $ 20,299 $ 27,065 $ 33,831 $ 40,597 $ 47,363
</TABLE>
7
<PAGE>
At March 31, 2000, Mr. Finn and Ms. Christopher-Finn had 36 years and 28
years of credited service under the pension plan respectively.
Stock Option Plan. The Board of Directors of the Bank adopted the 1993
Incentive Stock Option Plan (the "Stock Plan") in connection with its conversion
to stock form in 1993. The Stock Plan was ratified by the Bank's stockholders at
the 1993 Annual Meeting. Set forth below is information concerning exercised and
unexercisable options held by the Named Executive Officers at March 31, 2000.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
Number of Unexercised Value of Unexercised In-
Name Shares Acquired Value Options at The-Money Options at
Upon Exercise Realized Fiscal Year-End Fiscal Year-End (1)
Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Charles F. Finn -- $-- 6,500/-- $68,250/--
--------------------------- ----------------- ----------------- -------------------------- --------------------------
Wanda Christopher-Finn -- $-- 4,141/-- $43,480/--
=========================== ================= ================= ========================== ==========================
</TABLE>
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of common stock that
would be received upon exercise, assuming such exercise occurred on March
31, 2000 (based on the price of the last sale reported on the Nasdaq
SmallCap Market on March 31, 2000).
Certain Transactions with the Company
Federal law and regulation generally requires that all loans or extensions
of credit to executive officers and directors must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with the general public and must not involve
more than the normal risk of repayment or present other unfavorable features.
However, recent regulations now permit executive officers and directors to
receive the same terms through benefit or compensation plans that are widely
available to other employees, as long as the director or executive officer is
not given preferential treatment compared to the other participating employees.
All loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the Company's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
Board of Directors. All loans, the principal balances of which exceeded $60,000
at any time during the fiscal year ended March 31, 2000, made by the Company to
executive officers, directors, immediate family members of executive officers
and directors, or organizations with which executive officers and directors are
affiliated, were made in the ordinary course of business, on substantially the
same terms including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons.
Director Russell L. Harpster is a partner in the law firm of Henderson,
Harpster & Vanosdall of Ashland, Ohio, which has represented the Company in
certain legal matters since 1979. During the fiscal year ending March 31, 2000,
the Company paid $10,443 in legal fees to the law firm. No retainer was paid,
and the Company was billed for services performed at the firm's hourly rate.
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has approved the engagement of Grant
Thornton LLP to be the Company's auditors for the fiscal year ending March 31,
2001, subject to the ratification of the engagement by the Company's
stockholders. At the Meeting, the stockholders will consider and vote on the
ratification of the engagement of Grant Thornton LLP for the Company's fiscal
year ending March 31, 2001. A representative of Grant Thornton LLP is expected
to attend the Meeting to respond to appropriate questions and to make a
statement if he so desires.
8
<PAGE>
In order to ratify the selection of Grant Thornton LLP as the auditors for
the fiscal year ending March 31, 2001, the proposal must receive at least a
majority of the votes cast, either in person or by proxy, in favor of such
ratification. The Board of Directors recommends a vote "FOR" the ratification of
Grant Thornton LLP as auditors for the 2001 fiscal year.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office, 151
North Market Street, Wooster, Ohio 44691, no later than February 28, 2001. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than two weeks in
advance of such meeting for nominations for directors, or not later than 5 days
in advance of such meeting for other new business, subject to certain
exceptions) by the Secretary of the Company.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in the Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act in accordance with their best judgment.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation. The
Company's 2000 Annual Report to Stockholders has been mailed to all stockholders
of record as of the close of business on June 15, 2000. Any stockholder who has
not received a copy of such Annual Report may obtain a copy by writing the
Company. Such Annual Report is not to be treated as a part of the proxy
solicitation material nor as having been incorporated herein by reference.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED MARCH 31, 2000, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO TODD J. TAPPEL, CORPORATE SECRETARY, WAYNE
SAVINGS BANCSHARES, INC., 151 NORTH MARKET STREET, WOOSTER, OHIO 44691.
BY ORDER OF THE BOARD OF DIRECTORS
\s\ Charles F. Finn
---------------------------------
Charles F. Finn
Chairman, President and
Chief Executive Officer
Wooster, Ohio
June 27, 2000
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WAYNE SAVINGS BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
July 27, 2000
The undersigned hereby appoints the official proxy committee consisting of
five members of the Board of Directors, who are not named as nominees on the
reverse side, with full powers of substitution to act as attorney and proxy for
the undersigned, and to vote all shares of Common Stock of Wayne Savings
Bancshares, Inc. which the undersigned is entitled to vote, at the Annual
Meeting of Stockholders, to be held at the Black Tie Affair Conference Center,
50 Riffel Road, Wooster, Ohio, on July 27, 2000 at 10:00 a.m. Ohio time, and at
any and all adjournments thereof, as indicated on the reverse side.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the meeting, this proxy will be
voted by those named in this proxy in their best judgment.
This proxy is solicited by the Board of Directors.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
1. The election as directors of all nominees listed FOR WITHHOLD
below (except as marked to the contrary below) --- --------
|-| |-|
Kenneth G. Rhode
James C. Morgan
INSTRUCTION: To withhold your vote for any individual nominee, mark "For
All Except" and write the name of the nominee(s) in the space provided below.
-------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
---- ------- --------
2. The ratification of the appointment |-| |-| |-|
of Grant Thornton LLP as auditors for
the fiscal year ending March 31, 2001.
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later proxy prior to a vote being
taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from Wayne Savings Bancshares, Inc. prior
to the execution of this proxy of notice of the Meeting, a proxy statement dated
June 27, 2000, and audited financial statements.
Dated: _________________, 2000 --- Check Box if You Plan
--- to Attend Annual Meeting
------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
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