WAYNE SAVINGS BANCSHARES, INC.
151 NORTH MARKET STREET
WOOSTER, OHIO 44691
(330) 264-5767
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER ____, 2001
Notice is hereby given that the Special Meeting of Stockholders ("Meeting")
of Wayne Savings Bancshares, Inc. (the "Company") will be held at
____________________________________, at 10:00 a.m., local time, on December
___, 2001. As of the date hereof, the Company owns 100% of the common stock of
Wayne Savings Community Bank (the "Bank") and is majority-owned by Wayne Savings
Bankshares, MHC (the "Mutual Holding Company").
A Proxy Statement and Proxy Card for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. A plan of conversion and reorganization (the "Plan") pursuant to which
the Mutual Holding Company will be merged into the Bank, and the
Company will be succeeded by a new Delaware corporation with the same
name as the Company which has been established for the purpose of
completing the conversion. As part of the conversion, shares of common
stock representing the ownership interest in the Company held by the
Mutual Holding Company will be offered for sale in a stock offering.
Common stock of the Company currently held by stockholders will be
converted into new shares pursuant to an exchange ratio that will
insure that stockholders at the time of the conversion will own the
same percentage of Wayne Savings Bancshares, Inc. after the conversion
as was held just prior thereto, exclusive of any shares purchased by
the stockholder and cash received in lieu of fractional shares;
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 proposal at the Meeting on the
date specified above, or on any date or dates to which by original or later
adjournment the Meeting may be adjourned. Stockholders of record at the close of
business on November ____, 2001 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 IN ORDER TO
VOTE PERSONALLY AT THE MEETING.
By Order of the Board of Directors
-------------------
Secretary
Wooster, Ohio
November ___, 2001
--------------------------------------------------------------------------------
IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------
QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF
WAYNE SAVINGS BANCSHARES, INC.
Q. WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE?
A. Wayne Savings Bancshares, Inc. stockholders as of November ____, 2001 are
asked to vote on the plan of conversion and reorganization. Pursuant to the
plan, Wayne Savings Bankshares, MHC will convert from the mutual holding
company form to the fully public form of corporate structure (the
"Conversion") and as part of the Conversion, we will offer for sale Wayne
Savings Bankshares, MHC's ownership interest in Wayne Savings Bancshares,
Inc.
Q. WHAT ARE REASONS FOR THE MUTUAL-TO-STOCK CONVERSION AND RELATED STOCK
OFFERING?
A. The primary reason for the Conversion and offering is to better serve
existing and new customers. Funds raised in the stock offering will be
available to increase lending activities and continue to expand Wayne
Savings Community Bank's branch network, products and services. The
additional capital will allow Wayne Savings Community Bank to continue to
be a well-capitalized institution and will help support dividend payments
and, possibly, future acquisitions of financial institutions or
banking-related businesses.
A. WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING WAYNE SAVINGS BANCSHARES,
INC. SHARES?
A. As more fully described in the Prospectus section entitled "The
Conversion," depending on the number of shares sold in the offering, each
share of common stock you own upon completion of the Conversion will be
exchanged for between 1.1327 shares at the minimum and 1.5325 shares at the
maximum (though cash will be paid in lieu of fractional shares).
Q. WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE
RATHER THAN THE TRADING PRICE OF THE COMMON STOCK PRIOR TO THE CONVERSION?
A. The Board of Directors of Wayne Savings Bancshares, Inc. selected a price
of $10.00 per share for the stock offered for sale because it is a commonly
selected per share price for mutual-to-stock conversions. The number of new
shares you receive for your existing Wayne Savings Bancshares, Inc. shares
does not depend on the market price of Wayne Savings Bancshares, Inc.
common stock. It will depend on the number of shares sold in the offering,
which will in turn depend on the final independent appraisal of the pro
forma market value of Wayne Savings Bancshares, Inc., assuming completion
of the Conversion and offering. The result will be that each existing
stockholder will own the same percentage of Wayne Savings Bancshares, Inc.
after the Conversion as was held just prior thereto, exclusive of (i) any
shares purchased by the stockholder and (ii) cash received in lieu of
fractional shares.
Q. SHOULD I SUBMIT MY STOCK CERTIFICATES NOW?
A. No. If you hold your certificate(s), instructions for exchanging the shares
will be sent to you AFTER ----- completion of the Conversion. If your
shares are held in "street name," rather than in certificate form, the
share exchange will occur automatically upon completion of the Conversion.
Q. WILL MY DIVIDENDS DECREASE?
A. No. Wayne Savings Bancshares, Inc. currently pays a quarterly dividend of
$.17 per share (or $.68 per share annualized). The number of new stock
shares that will be issued to you will be different from the number that
you currently own. However, the per share dividend for these new shares
will be adjusted to ensure that your aggregate dividends do not decrease.
For example, if 1.3326 new shares are issued for each Wayne Savings
Bancshares, Inc. share owned at the conclusion of the Conversion, the
quarterly dividend per share will be $0.128. Of course, there is no
assurance that the Board of Directors will not change the dividend policy
in the future or eliminate dividends.
Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER AUTOMATICALLY VOTE ON
MY BEHALF?
A. No. Your broker will not be able to vote your shares without instructions
from you. You should instruct your broker to vote your shares, using the
directions that your broker provides to you.
Q. WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER?
A. Your vote is important. If you do not instruct your broker to vote your
shares and the broker submits an unvoted proxy, that broker non-vote will
be counted toward a quorum at the special meeting. However, broker
non-votes will have THE SAME EFFECT AS A VOTE AGAINST the plan of
conversion with respect to the requirement that it be approved by at least
two-thirds of the outstanding common stock of Wayne Savings Bancshares,
Inc.
Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE STOCK OFFERING, IN ADDITION
TO THE SHARES I WILL RECEIVE IN THE EXCHANGE?
A. Yes. Eligible Wayne Savings Community Bank customers have priority
subscription rights allowing them to purchase common stock in the
subscription offering, because the stock offering is part of the
Conversion. Shares not subscribed in the subscription offering may be
available for sale to the public in a community offering, as fully
described in the Prospectus. Wayne Savings Bancshares, Inc. stockholders as
of November ____, 2001 have a preference in the community offering. IF YOU
HOLD YOUR STOCK CERTIFICATE(S), YOU WERE MAILED A STOCK ORDER FORM AND
ORDER REPLY ENVELOPE WITH THIS DOCUMENT. IF YOU HOLD YOUR SHARES IN STREET
NAME WITH A BROKER, YOU MUST CALL THE STOCK INFORMATION CENTER IF YOU WOULD
LIKE TO RECEIVE A STOCK ORDER FORM. THE TOLL FREE TELEPHONE NUMBER IS (___)
__________.
OTHER QUESTIONS?
For answers to other questions, please read this Proxy Statement and the
Prospectus, which includes a Questions and Answers section. Questions about the
stock offering or voting may be directed to the Stock Information Center by
calling our toll free number (____) ______________ , Monday through Friday, from
9:00 a.m. and 4:00 p.m. eastern time.
PROXY STATEMENT
OF
WAYNE SAVINGS BANCSHARES, INC.
151 NORTH MARKET STREET
WOOSTER, OHIO 44691
(330) 264-5767
SPECIAL MEETING OF STOCHOLDERS
DECEMBER ____, 2001
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 Special Meeting of Stockholders of the
Company (the "Meeting"), which will be held at ___________________________,
Wooster, Ohio, on December ___, 2001 at 10:00 a.m., local time, and all
adjournments thereof. The accompanying Notice of Special Meeting of Stockholders
and this Proxy Statement are first being mailed to stockholders on or about
November _____, 2001.
================================================================================
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 IN ORDER FOR YOUR VOTE TO BE COUNTED. WHERE NO
INSTRUCTIONS ARE INDICATED, PROXIES, IF SIGNED, WILL BE VOTED "FOR" THE PROPOSAL
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 shown above, or by
filing a duly executed proxy bearing a later date. The presence at the Meeting
of any stockholder who had 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 at the close of business on
November ____, 2001 (the "Voting Record Date") are entitled to one vote for each
share held. As of the Voting Record Date, there were __________ shares of common
stock issued and outstanding, 1,350,699 of which were held by Wayne Savings
Bankshares, MHC (the "Mutual Holding Company"), and _________ of which were held
by stockholders other than the Mutual Holding Company ("Public Stockholders").
The presence in person or by proxy of at least a majority of the issued and
outstanding shares of common stock entitled to vote is necessary to constitute a
quorum at the Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations and the plan
of conversion and reorganization (the "Plan"), completion of the conversion of
Wayne Savings Bankshares, MHC from the mutual to the stock form of organization
(the "Conversion") is subject to the approval of the Plan by the OTS and by a
majority of the total votes eligible to be cast by members (depositors and
certain borrowers) of the Mutual Holding Company. In addition, the transactions
incident to the Conversion and the Plan must be approved by at least two-thirds
of the outstanding shares of common stock, and a majority of votes cast by
public stockholders other than the Mutual Holding Company. With respect to the
required affirmative vote of at least two-thirds of the outstanding shares of
common stock, abstentions and broker non-votes will have the effect of a vote
against the Plan. With respect to the required affirmative vote by a majority of
votes cast by stockholders other than the Mutual Holding Company, broker
non-votes will be considered as shares not voted. Management believes that the
Mutual Holding Company will vote all of its shares to approve the Plan.
================================================================================
PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
================================================================================
In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Company and the Conversion and stock
offering. The Prospectus is incorporated by reference into the Proxy Statement.
Therefore, you should carefully read the Prospectus prior to voting on the
proposal to be presented at the Meeting. Details of the Conversion are addressed
in the Prospectus sections entitled "Summary" and "The Conversion".
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Public Stockholders will not have dissenters' rights
or appraisal rights in connection with the exchange of their common stock for
shares of common stock of Wayne Savings Bancshares, Inc. pursuant to the
exchange ratio described in the Prospectus.
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 as directed by a majority of the Board of
Directors, except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.
The Plan sets forth the terms, conditions, and provisions of the proposed
Conversion. The Certificate of Incorporation and Bylaws of the Company are
exhibits to the Plan. If you would like to receive an additional copy of the
Prospectus, or a copy of the Plan and the Certificate of Incorporation and
Bylaws of the Company, you must request such materials in writing, addressed to
the Company's Secretary at the address given above. Such requests must be
received by the Company no later than November ____, 2001. If the Company does
not receive your request by such date, you will not be entitled to have such
materials mailed to you.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors, or regular employees of the Company and/or the
Bank, in person, by telephone, or through other forms of communication and, if
necessary, the Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Company and/or the Bank for their reasonable out-of-pocket
expenses, including, but not limited to, telephone and postage expenses incurred
in connection with such solicitation. The Company and/or the Bank have not
retained a proxy solicitation firm to provide advisory services in connection
with the solicitation of proxies.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
PLAN. THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SHARES IN THE STOCK OFFERING. THE OFFER IS MADE ONLY BY THE
PROSPECTUS.
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.
BY ORDER OF THE BOARD OF DIRECTORS
-----------------------
Secretary
Wooster, Ohio
November ___, 2001
REVOCABLE PROXY
WAYNE SAVINGS BANCSHARES, INC.
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER ___, 2001
The undersigned hereby appoints the full Board of Directors, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of Wayne Savings Bancshares, Inc. (the
"Company") which the undersigned is entitled to vote at a Special Meeting of
Stockholders ("Meeting") to be held at the ______________________, Wooster,
Ohio, at 10:00 a.m., local time, on December ___, 2001. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
FOR AGAINST ABSTAIN
--- ------- -------
1. A plan of conversion and reorganization (the "Plan") / / / / / /
pursuant to which the Mutual Holding Company will be merged
into the Bank, and the Company will be succeeded by a new
Delaware corporation with the same name as the Company which
has been established for the purpose of completing the
conversion. As part of the conversion, shares of common
stock representing the ownership interest in the Company
held by the Mutual Holding Company will be offered for sale
in a stock offering. Common stock of the Company currently
held by stockholders will be converted into new shares
pursuant to an exchange ratio that will insure that
stockholders at the time of the conversion will own the same
percentage of Wayne Savings Bancshares, Inc. after the
conversion as was held just prior thereto, exclusive of any
shares purchased by the stockholder and cash received in
lieu of fractional shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSAL.
================================================================================
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY, IF SIGNED, WILL BE VOTED FOR THE PROPOSITION STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE
ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
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 Special
Meeting of Stockholders, or by the filing of a later proxy statement prior to a
vote being taken on a particular proposal at the Meeting.
Dated: , 2001 / / Check Box if You Plan to Attend 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 should sign.
================================================================================
PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
================================================================================