EXHIBIT 99.3
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MARKETING MATERIALS
FOR
WAYNE SAVINGS BANCSHARES
STOCK OFFERING
DRAFT #2 -- DATED OCTOBER 25, 2001
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WAYNE SAVINGS BANCSHARES STOCK OFFERING
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TABLE OF CONTENTS
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CORRESPONDENCE
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Letter to Voting Record Date Members (eligible to vote and buy)
"Closed Deposit Account" Letter (eligible to buy, not vote)
Letter to Registered Public Stockholders at Voting Record Date
Letter to "Street Name" Beneficial Owners at Voting Record Date
Potential Investor Letter (Community)
Ryan, Beck "Broker Dealer" Letter
Stock Order Acknowledgment Letter
Stock Certificate Mailing Letter
Member Proxygram for Plan of Conversion
Stockgram Card
Community Meeting Invitation (optional)
ADVERTISEMENTS
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Meeting Newspaper Advertisement (optional)
Tombstone Newspaper Advertisement (optional)
Lobby Poster - Offering & Voting
Bank Statement Vote Reminder (optional)
Stock Center Location Posters
MAP
FORMS
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Stock Order Form
Proxy Card - (on top of Order Form, for Voting Record Date Members)
- - Counsel will give Transfer Agent a Proxy Card for Stockholders
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NOTE: COMMUNITY MEETINGS ARE NOT ANTICIPATED. THESE MATERIALS DO NOT INCLUDE
TRANSMITTAL FORM AND COVER LETTER RELATED TO THE WAYNE SHARE EXCHANGE.
LETTER TO VOTING MEMBERS
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
Dear Customer:
It is my pleasure to inform you of an investment opportunity and to request your
vote on our Plan of Conversion and Reorganization. Pursuant to the Plan, our
organization will convert from the mutual holding company corporate structure to
a fully stockholder-owned structure. As part of the conversion, Wayne Savings
Bancshares, Inc., the parent company of Wayne Savings Community Bank, is
offering up to 2,070,000 shares of its common stock for sale at $10.00 per
share. There will be no sales commission charged to purchasers in the offering.
AS AN ELIGIBLE WAYNE SAVINGS DEPOSITOR OR BORROWER, YOU HAVE THE RIGHT, BUT NO
OBLIGATION, TO BUY WAYNE SAVINGS BANCSHARES COMMON STOCK IN THE OFFERING, BEFORE
IT IS OFFERED FOR SALE TO THE PUBLIC.
THE VOTE:
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The corporate restructuring and related stock offering provided for in the Plan
has received conditional regulatory approval. However, we must ALSO receive the
approval of Wayne Savings Community Bank's depositors and borrowers. YOUR VOTE
IS IMPORTANT. The enclosed Proxy Statement and Prospectus describe the Plan and
the business reasons for the change in corporate structure. PLEASE VOTE AND SIGN
THE ENCLOSED PROXY CARD(S) AND RETURN THE CARD(S) TO US PROMPTLY, USING THE
ENCLOSED PROXY REPLY ENVELOPE. NOT RETURNING PROXY CARDS WILL BE TREATED AS
VOTING "AGAINST" THE PLAN.
ON BEHALF OF THE BOARD OF DIRECTORS, I URGE YOU TO VOTE "FOR" THE PLAN OF
CONVERSION AND REORGANIZATION.
PLEASE NOTE THAT:
o Voting does not obligate you to purchase stock in the offering.
o There will be no change in the account numbers, interest rates or other
terms of your deposits or loans at our bank.
o Your deposit accounts will continue to be insured by the Federal Deposit
Insurance Corporation.
o The Plan does not involve any outside companies. Our management and staff
will continue to serve you in the same offices.
THE STOCK OFFERING:
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Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering. If you are
interested in purchasing shares of stock in the offering, complete the enclosed
Stock Order Form and return it, with full payment or deposit account withdrawal
authorization, in the enclosed Order Reply Envelope. Stock Order Forms must be
RECEIVED prior to 10:00 a.m., Eastern time, on December ___, 2001.
After the offering is completed, the Wayne Savings Bancshares, Inc. stock issued
will be traded on the Nasdaq National Market, under the symbol "WAYN."
(OVER)
LETTER TO VOTING MEMBERS
If you have questions regarding voting, you may refer to the Questions & Answers
section of the Proxy Statement. For questions about the offering, you may refer
to the Prospectus, including the Questions & Answers section (beginning on p.
___). If you have additional questions, please call our Stock Information Center
at the number below.
I hope you will take this opportunity to share in our future.
Sincerely,
/s/ Charles F. Finn
- -------------------------
Charles F. Finn
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
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QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (800) 804-8479
9:00 A.M. TO 4:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY
LETTER TO CLOSED DEPOSIT ACCOUNTS (CAN BUY, NOT VOTE)
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
Dear Friend:
It is my pleasure to inform you of an investment opportunity. Wayne Savings
Bancshares, Inc., the parent company of Wayne Savings Community Bank, is
offering up to 2,070,000 shares of its common stock for sale at $10.00 per
share. There will be no sales commission charged to purchasers in the offering.
AS A WAYNE SAVINGS DEPOSITOR ON JUNE 30, 2000 OR SEPTEMBER 30, 2001, WHOSE
ACCOUNT WAS CLOSED THEREAFTER, YOU HAVE THE RIGHT, BUT NO OBLIGATION, TO BUY
COMMON STOCK IN THE OFFERING, BEFORE IT IS OFFERED FOR SALE TO THE GENERAL
PUBLIC.
Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering. If you are
interested in purchasing shares of stock in the offering, complete the enclosed
Stock Order Form and return it, with full payment, in the enclosed Order Reply
Envelope. Stock Order Forms must be RECEIVED prior to 10:00 a.m., Eastern time,
on DECEMBER ___, 2001.
At September ___, 2001, Wayne Savings Bancshares, Inc. had consolidated assets
of $___ million and equity of $___ million. Wayne Savings Community Bank and its
subsidiary have branches located in Ashland, Medina, Wayne, Stark and Holmes
Counties.
After the offering is completed, the Wayne Savings Bancshares, Inc. stock issued
will trade on the Nasdaq National Market, under the symbol "WAYN."
(OVER)
LETTER TO CLOSED DEPOSIT ACCOUNTS
If you have questions regarding the offering, please refer to the Prospectus,
including the Questions & Answers section, beginning on p. __, or call our Stock
Information Center at the number below.
Sincerely,
/s/ Charles F. Finn
- ------------------------
Charles F. Finn
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (800) 804-8479
9:00 A.M. TO 4:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY
LETTER TO REGISTERED PUBLIC STOCKHOLDERS
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
Dear Stockholder:
In 1993, Wayne Savings Community Bank, our savings association subsidiary,
reorganized into the mutual holding company form of organization, and we
conducted our initial public stock offering. We are now completing the
transition to full public ownership through another stock offering. Pursuant to
a Plan of Conversion and Reorganization, our mutual holding company will cease
to exist, and its ownership interest is being offered for sale in a common stock
offering by Wayne Savings Bancshares, Inc.
We are soliciting our stockholders' votes on our Plan of Conversion. Included
herein are a Proxy Statement and a Prospectus, together describing the
conversion and the business reasons for it. PLEASE VOTE AND SIGN THE ENCLOSED
PROXY CARD. PLEASE PROMPTLY MAIL THE CARD IN THE ENCLOSED BUSINESS REPLY
ENVELOPE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PLAN OF CONVERSION AND
REORGANIZATION.
Shares of Wayne Savings Bancshares, Inc. common stock owned by you and other
public stockholders at the conclusion of the conversion will be exchanged
pursuant to an exchange ratio described in the Prospectus, and the mutual
holding company's shares of Wayne Savings Bancshares, Inc. will be canceled. As
soon as practicable after the completion of the conversion, each stockholder
holding certificates will receive a transmittal form explaining the procedure
for effecting the exchange of shares. Please do not deliver your certificates
before you receive the transmittal form. Shares held in street-name will be
converted AUTOMATICALLY at the conclusion of the conversion; no documentation is
required from stockholders.
In the stock offering, shares are being offered at $10.00 per share. Eligible
depositors and borrowers of Wayne Savings Community Bank have priority in a
subscription offering. Unsubscribed shares may be sold to the public in a
community offering. As a stockholder of Wayne Savings Bancshares, Inc. on
______, 2001, you have a purchase preference over members of the general public
in the community offering. If you choose to participate in the offering, you may
do so without paying a sales commission. Please complete the enclosed Stock
Order Form and return it in the Order Reply Envelope, along with payment. Stock
Order Forms must be RECEIVED prior to 10:00 a.m. Eastern time, on DECEMBER __,
2001.
(OVER)
LETTER TO REGISTERED PUBLIC STOCKHOLDERS
After the offering is completed, the Wayne Savings Bancshares, Inc. stock issued
in the offering and in the exchange of shares will trade on the Nasdaq National
Market, under the symbol "WAYN."
If you have questions about voting, you may refer to the Proxy Statement. If you
have any questions about the offering, please refer to the Prospectus, including
the Questions & Answers section (beginning on p.__).
We look forward to continued association with you as a Wayne Savings Bancshares,
Inc. stockholder.
Sincerely,
/s/ Charles F. Finn
- -------------------------
Charles F. Finn
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
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QUESTIONS?
CALL OUR STOCK INFORMATION CENTER TOLL FREE AT (800) 804-8479
9:00 A.M. TO 4:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY
LETTER TO "STREET NAME" BENEFICIAL OWNERS
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
(NOTE: BENEFICIAL OWNER PROXY MATERIALS MUST BE MAILED THROUGH PROXY DELIVERY
CHANNELS. ADP WILL NOT MAIL ORDER FORMS, SO BENEFICIAL OWNERS ARE INSTRUCTED IN
THIS LETTER TO CALL THE STOCK INFORMATION CENTER IF THEY WISH TO BUY IN THE
OFFERING).
Dear Stockholder:
In 1993, Wayne Savings Community Bank, our savings association subsidiary,
reorganized into the mutual holding company form of organization, and we
conducted our initial public stock offering. We are now completing the
transition to full public ownership through another stock offering. Pursuant to
a Plan of Conversion and Reorganization, our mutual holding company will cease
to exist, and its ownership interest is being offered for sale in a common stock
offering by Wayne Savings Bancshares, Inc.
We are soliciting our stockholders' votes on our Plan of Conversion and
Reorganization. Included herein are a Proxy Statement and a Prospectus, together
describing the conversion and the business reasons for it. PLEASE VOTE AND SIGN
THE ENCLOSED PROXY CARD. PLEASE PROMPTLY MAIL THE CARD IN THE ENCLOSED BUSINESS
REPLY ENVELOPE.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PLAN OF CONVERSION AND
REORGANIZATION.
Shares of Wayne Savings Bancshares, Inc. common stock owned by you and other
public stockholders at the conclusion of the conversion will be exchanged
pursuant to an exchange ratio described in the Prospectus, and the mutual
holding company's shares of Wayne Savings Bancshares, Inc. stock will be
canceled. As soon as practicable after the completion of the conversion, each
stockholder holding certificates will receive a transmittal form explaining the
documentation required for effecting the exchange of shares. Shares held in
street-name will be converted AUTOMATICALLY at the conclusion of the conversion;
no documentation is required from you.
In the stock offering, shares are being offered at $10.00 per share. Eligible
depositors and borrowers of Wayne Savings Community Bank have priority in a
subscription offering. Unsubscribed shares may be sold to the public in a
community offering. As a stockholder of Wayne Savings Bancshares, Inc. on
__________, 2001, you have a purchase preference over members of the general
public in the community offering. If you choose to participate in the offering,
you may do so without paying a sales commission. IF YOU WOULD LIKE TO RECEIVE A
STOCK ORDER FORM AND ORDER REPLY ENVELOPE, PLEASE CALL OUR STOCK INFORMATION
CENTER, AT (800) 804-8479. STOCK ORDER FORMS, ALONG WITH PAYMENT, MUST BE
RECEIVED BY 10:00 A.M. EASTERN TIME, ON DECEMBER __, 2001.
(OVER)
LETTER TO "STREET NAME" BENEFICIAL OWNERS
After the offering is completed, the Wayne Savings Bancshares, Inc. stock issued
in the offering and in the exchange of shares will trade on the Nasdaq National
Market, under the symbol "WAYN."
If you have any questions about voting, you may refer to the Proxy Statement. If
you have any questions about the offering, please refer to the Prospectus,
including the Questions & Answers section beginning on page __.
We look forward to continued association with you as a Wayne Savings Bancshares,
Inc. stockholder.
Sincerely,
/s/ Charles F. Finn
- -----------------------
Charles F. Finn
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (800) 804-8479
9:00 A.M. TO 4:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY
LETTER TO POTENTIAL INVESTORS (NON-CUSTOMERS)
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
Dear Friend:
It is my pleasure to inform you of an investment opportunity. Wayne Savings
Bancshares, Inc., the parent company of Wayne Savings Community Bank, is
offering up to 2,070,000 shares of its common stock for sale at $10.00 per
share. There will be no sales commission charged to purchasers in the offering.
Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering. If you are
interested in purchasing shares of stock in the offering, complete the enclosed
Stock Order Form and return it, with full payment, in the enclosed Order Reply
Envelope. Stock Order Forms must be RECEIVED prior to 10:00 a.m. Eastern time,
on DECEMBER __, 2001.
At September __, 2001, Wayne Savings Bancshares, Inc. had consolidated assets of
$___ million and equity of $___ million. Wayne Savings Community Bank and its
subsidiary have branches located in Ashland, Medina, Wayne, Stark and Holmes
Counties.
After the offering is completed, the Wayne Savings Bancshares, Inc. stock issued
will trade on the Nasdaq National Market, under the symbol "WAYN."
(OVER)
LETTER TO POTENTIAL INVESTORS
If you have questions regarding the offering, please refer to the Prospectus,
including the Questions & Answers section beginning on p. __, or call our Stock
Information Center at the number below.
Sincerely,
/s/ Charles F. Finn
- -------------------------
Charles F. Finn
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (800) 804-8479
9:00 A.M. TO 4:00 P.M. EASTERN TIME, MONDAY THROUGH FRIDAY
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NOTE: THIS LETTER WOULD BE SENT TO "COMMUNITY MEMBERS" - I.E. CALL-INS OR ANY
TARGETED INDIVIDUALS
RYAN, BECK "BROKER DEALER" LETTER
[RYAN, BECK LETTERHEAD]
Dear Sir/Madam:
At the request of Wayne Savings Bancshares, Inc., we are enclosing materials
regarding the offering of Wayne Savings Bancshares, Inc. common stock. We have
included in the package a Prospectus describing the stock offering. Ryan, Beck &
Co., LLC has been retained by Wayne Savings Bancshares, Inc. as selling agent in
connection with the stock offering.
We have been asked to forward these materials to you in view of certain
regulatory requirements and the securities laws of your state.
Sincerely,
/s/ Ryan, Beck & Co., LLC
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Ryan, Beck & Co., LLC
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -----------------------------
NOTE: TO ACCOMPANY, NOT REPLACE, ONE OF THE PRECEDING LETTERS FOR PROSPECTS IN
STATES WHERE THE OFFER MUST BE MADE BY A BROKER-DEALER.
STOCK ORDER ACKNOWLEDGEMENT LETTER
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
Date
Batch No.:
---------
Order No.:
---------
[imprinted with name & address of subscriber]
Dear Subscriber [personalize name if possible]:
This letter is to confirm that we have received your order and payment for
shares of Wayne Savings Bancshares, Inc. common stock. Please check the
following carefully to verify that your order information is correctly reflected
in our records. If any of this information does not agree with your records,
please contact our Stock Information Center. Please reference the batch and
order number listed above.
STOCK REGISTRATION: Name1
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Name2
Street1
Street2
City, State, Zip
SOCIAL SECURITY/TAX ID NO.: xxx-xx-xxxx
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SHARES ORDERED: xxx shares
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OFFERING CATEGORY #: xxx (SEE SUMMARY BELOW)
- --------------------
Please note that, although the offering period ends at 10:00 a.m. Eastern time,
on December __, 2001, we are required to receive final regulatory approval
before stock certificates can be mailed or trading in the stock can begin. This
approval may not occur for several weeks AFTER the offering deadline. Your
patience is appreciated.
THIS LETTER IS AN ACKNOWLEDGMENT THAT YOUR ORDER AND PAYMENT HAVE BEEN RECEIVED.
IT IS NOT A GUARANTEE THAT YOUR ORDER WILL BE FILLED, EITHER COMPLETELY OR
PARTIALLY. IF WE RECEIVE ORDERS FOR MORE SHARES OF STOCK THAN OFFERED FOR SALE,
AVAILABLE SHARES WILL BE ALLOCATED ON A PRIORITY BASIS, AS DESCRIBED IN OUR
PROSPECTUS DATED NOVEMBER __, 2001. SEE THE SECTION ENTITLED "THE CONVERSION",
BEGINNING ON PAGE ___.
(OVER)
STOCK ORDER ACKNOWLEDGEMENT LETTER
OFFERING CATEGORIES SUMMARY:
- ----------------------------
Category #1: Depositors on June 30, 2000*
Category #2: Wayne Savings' tax qualified employee stock benefit plans,
including the employee stock ownership plan Category #3: Depositors on September
30, 2001* Category #4: Depositors on October 31, 2001 and borrowers on June 23,
1993 who remained as borrowers on October 31, 2001 Category #5: Wayne Savings
Bancshares, Inc. stockholders as of _______, 2001 Category #6: Natural persons
resident in the Ohio Counties of Holmes, Wayne, Medina, Ashland and Stark.
Category #7: Others not qualifying in the above categories * WITH AN AGGREGATE
OF $50 ON DEPOSIT AT THAT DATE
Thank you for your interest in Wayne Savings Bancshares, Inc.
- --------------------------------------------------------------------------------
QUESTIONS?
- --------------------------------------------------------------------------------
Call our Stock Information Center toll free at (800) 804-8479,
Monday through Friday,
9:00 a.m. to 4:00 p.m., Eastern time
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- ---------------
NOTE: PRINTED AND MAILED BY STOCK INFORMATION CENTER PERSONNEL AFTER ORDERS ARE
PROCESSED.
STOCK CERTIFICATE MAILING LETTER
[WAYNE SAVINGS BANCSHARES LETTERHEAD]
I would like to thank you for participating in our stock offering. A total of
___________ shares were purchased by investors at $10.00 per share.
Your stock certificate is enclosed. Please review it to make sure the
registration name and address are correct. If you find an error or have
questions about your certificate, please contact our Transfer Agent:
BY MAIL:
[insert name and address of transfer agent]
OR BY PHONE:
-
(---) ---- ----
If the enclosed stock certificate must be forwarded for reissue, it is
recommended that it be sent to the Transfer Agent by registered mail. If you
change your address, please notify the Transfer Agent immediately, so that you
will continue to receive stockholder communications.
If you paid for your shares by check or money order, you have received, or soon
will receive, a check representing interest earned on your funds. Interest
payments were calculated at Wayne Savings' passbook savings rate (___ % per
annum) from the date your funds were received until _______, 2001. If you paid
for your shares by authorizing a withdrawal from a Wayne Savings deposit
account, that withdrawal has been made. Interest was earned at your account's
contractual rate and credited to your account to the date of withdrawal,
________, 2001.
Wayne Savings Bancshares, Inc. common stock trades on the Nasdaq National
Market. Through _______, 2001, it will trade under the symbol "WAYND."
Thereafter, it will trade under "WAYN."
Sincerely,
/s/ Charles F. Finn
- ------------------------
Charles F. Finn
Chairman and Chief Executive Officer
MEMBER PROXYGRAM LETTER
R E M I N D E R
(We Need Your Prompt Vote)
Our records indicate that we have not received the Proxy Card(s) mailed to you
recently in a large white envelope containing a Proxy Statement. If you recently
mailed your Proxy Card(s), please accept our thanks and disregard this request.
PLEASE NOTE:
o NOT VOTING WILL BE TREATED AS VOTING "AGAINST" THE PLAN OF CONVERSION AND
REORGANIZATION.
o VOTING DOES NOT OBLIGATE YOU TO PURCHASE STOCK IN OUR STOCK OFFERING.
o IF YOU HAVE NOT YET VOTED, PLEASE VOTE AND SIGN THE ENCLOSED REPLACEMENT
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
o YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" OUR PLAN OF CONVERSION AND
REORGANIZATION.
o WE HOPE YOU WILL VOTE YOUR PROXY CARD "FOR" THE PLAN. ---
IF YOU RECEIVE MORE THAN ONE OF THESE REMINDER MAILINGS, PLEASE VOTE
EACH PROXY CARD RECEIVED. NONE ARE DUPLICATES!
QUESTIONS?
Please call our Information Center at (800) 804-8479,
Monday through Friday, 9:00 a.m. to 4:00 p.m. Eastern time.
WAYNE SAVINGS COMMUNITY BANK [LOGO]
- ---------------
NOTE: A DIFFERENT VERSION MAY BE CREATED FOR A SECOND PROXYGRAM MAILING. THIS
IS PRINTED ON CANARY YELLOW 81/2" X 11" PAPER.
STOCKGRAM CARD (OPTIONAL)
FRONT OF CARD:
- --------------------------------------------------------------------------------
Wayne Savings Bancshares [logo] STOCKGRAM
Time is running out for you to purchase
stock in Wayne Savings Bancshares, Inc.'s
offering of common stock.
THIS IS A REMINDER THAT YOUR OPPORTUNITY TO PARTICIPATE IN
OUR OFFERING EXPIRES AT 10:00 A.M. EASTERN TIME, ON DECEMBER ___, 2001.
Questions? Call the Stock Information Center at (800) 804-8479, 9:00 a.m. to
4:00 p.m. Eastern time, Monday through Friday.
If you have already placed a stock order, please disregard this reminder.
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
BACK OF CARD:
Wayne Savings' return address; customer name(s) and address imprinted; pre-paid
postage permit information.
- --------------
NOTE: 41/2" X 6" CARD, PRINTED ON BLUE PAPER. MAILED TO A SELECT GROUP.
COMMUNITY MEETING INVITATION FOR ENCLOSURE IN MAILING PACKAGES (OPTIONAL)
YOU ARE CORDIALLY INVITED. . .
TO AN INFORMATIONAL MEETING AND RECEPTION
to learn about the business focus of Wayne Savings Bancshares, Inc.
and its stock offering
[Put location here]
, 2001
--------
[Put location here]
, 2001
--------
7:00 p.m.
LIGHT REFRESHMENTS SERVED
SEATING IS LIMITED
Please call to make your reservation.
(800) 804-8479
Monday through Friday,
9:00 a.m. to 4:00 p.m. Eastern time
WAYNE SAVINGS BANCSHARES [LOGO]
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
MEETING NEWSPAPER ADVERTISEMENT (OPTIONAL)
WAYNE SAVINGS BANCSHARES [LOGO]
(HOLDING COMPANY FOR WAYNE SAVINGS COMMUNITY BANK)
UP TO 2,070,000 SHARES
COMMON STOCK
PRICE
$10.00 PER SHARE
Wayne Savings Bancshares, Inc., the holding company for Wayne Savings Community
Bank, is conducting an offering of common stock. Shares may be purchased
directly from Wayne Savings Bancshares, Inc. during the offering period.
THIS OFFERING EXPIRES AT 10:00 A.M. ON DECEMBER __, 2001.
oo
YOU ARE CORDIALLY INVITED. . .
To an informational meeting and reception to learn about the business focus of
Wayne Savings Bancshares, Inc. and its stock offering.
[Put location here] , 2001 7:00 p.m.
-------
[Put location here] , 2001 7:00 p.m.
-------
LIGHT REFRESHMENTS SERVED
oo
TO MAKE A RESERVATION OR RECEIVE A COPY OF THE PROSPECTUS, CALL OUR STOCK
INFORMATION CENTER AT (800) 804-8479, MONDAY THROUGH FRIDAY, 9:00 A.M. TO 4:00
P.M.
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
TOMBSTONE NEWSPAPER ADVERTISEMENT (OPTIONAL)
WAYNE SAVINGS BANCSHARES [LOGO]
(HOLDING COMPANY FOR WAYNE SAVINGS COMMUNITY BANK)
UP TO 2,070,000 SHARES
COMMON STOCK
PRICE
$10.00 PER SHARE
Wayne Savings Bancshares, Inc. is conducting an offering of common stock. Shares
may be purchased directly from Wayne Savings Bancshares, Inc. during the
offering period.
THIS OFFERING EXPIRES AT 10:00 A.M. ON DECEMBER __, 2001.
To receive a copy of the Prospectus, call our Stock Information Center at (800)
804-8479, Monday through Friday, 9:00 a.m. to 4:00 p.m.
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
BRANCH LOBBY POSTER - BUY & VOTE
WE ARE CONDUCTING AN OFFERING OF COMMON STOCK
UP TO 2,070,000 SHARES
COMMON STOCK
$10 PER SHARE PURCHASE PRICE
THIS OFFERING EXPIRES AT 10:00 A.M. on December __, 2001
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HAVE YOU CAST YOUR VOTE YET?
We would like to remind you to mail in your Proxy Card(s),
voting on our Plan of Conversion and Reorganization.
Our Directors hope you will join them in voting "FOR" the Plan.
The Plan is a change to our corporate form of organization. It will not result
in changes to our branches, staff or your account relationships. Deposit
accounts will continue to be FDIC - insured.
Voting does not obligate you to purchase stock in our stock offering.
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IF YOU HAVE QUESTIONS ABOUT AT (800) 804-8479
MONDAY THROUGH FRIDAY, 9:00 A.M. TO 4:00 P.M.
OUR INFORMATION CENTER IS LOCATED AT 151 NORTH MARKET STREET, WOOSTER
WAYNE SAVINGS [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FDIC OR ANY OTHER
GOVERNMENT AGENCY.
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NOTE: The top portion (on the offering) is optional.
VOTE - BANK STATEMENT REMINDER CLAUSE (OPTIONAL)
In November, you may have received a large envelope containing proxy cards to be
used to vote on our organization's Plan of Conversion and Reorganization. If you
received cards, but have not mailed them back, please do so. If you have
questions about voting, call our Information Center at (800) 804-8479, Monday
through Friday, 9:00 a.m. to 4:00 p.m. Eastern time. Thank you.
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NOTE: THIS CAN BE PRINTED IN A "NOTICE" SPACE ON BANK STATEMENT CYCLES.
ALTERNATIVELY, A SEPARATE SLIP CAN BE INCLUDED. THIS REMINDER SHOULD BE
IMPLEMENTED ONLY IF CONVENIENT AND NOT COSTLY.
WAYNE SAVINGS
STOCK INFORMATION CENTER
RIGHT THIS WAY -> ->
WELCOME
TO
THE WAYNE SAVINGS STOCK
INFORMATION CENTER
THE STOCK INFORMATION
CENTER IS LOCATED
NEXT DOOR AT
143 N. MARKET STREET
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