EXHIBIT 99.4
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REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WAYNE SAVINGS BANKSHARES, MHC
FOR A SPECIAL MEETING OF MEMBERS TO BE HELD ON DECEMBER __, 2001
The undersigned members of Wayne Savings Bankshares, MHC (the "Mutual
Holding Company"), hereby appoint the full Board of Directors, with full powers
of substitution, as attorneys-in-fact and agents for and in the name of the
undersigned, to vote such votes as the undersigned may be entitled to vote at
the Special Meeting of Members of the Mutual Holding Company (the "Meeting") to
be held at the ____________________, Wooster, Ohio, at _______, Eastern time, on
December __, 2001, and at any and all adjournments thereof. They are authorized
to cast all votes to which the undersigned is entitled as set forth on the
reverse side of this proxy.
IF SIGNED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF
DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Votes will be cast in accordance with the proxy. Should the undersigned be
present and elect to vote at the Meeting or at any adjournment thereof and after
notification to the Secretary of Wayne Savings Bankshares, MHC (the "Mutual
Holding Company"), at said Meeting, of the member's decision to terminate this
proxy, then the power of said attorney-in-fact or agents shall be deemed
terminated and of no further force and effect.
PLEASE SIGN ON REVERSE SIDE.
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1. A plan of conversion and reorganization (the "Plan") The undersigned acknowledges receipt of a
pursuant to which the Mutual Holding Company will be Notice of Special Meeting of Members and a
merged into the Bank and the Company will be succeeded FOR AGAINST proxy statement dated November __, 2001, prior
by a new Delaware corporation with the same name which / / / / to the execution of this proxy.
has been established for the purpose of completing the
conversion. As part of the conversion, shares of common THIS PROXY, IF SIGNED, WILL BE VOTED
stock representing the ownership interest in the FOR THE PROPOSITION STATED IF NO
Company held by the Mutual Holding Company will be CHOICE IS MADE HEREON
offered for sale in subscription and community
offerings. Common stock of the Company currently held
by stockholders will be converted into new shares ---------------------------------------
pursuant to an exchange ratio that has been DATE
established.
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Such other business as may properly come before the Meeting or any adjournment SIGNATURE
thereof.
NOTE: Only one signature is required in
NOTE: The Board of Directors is not aware of any other matter that may come the case of a joint account.
before the Meeting of Members.
PLEASE COMPLETE, DATE, SIGN,
AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.
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FOR INTERNAL USE ONLY
WAYNE SAVINGS [LOGO] -----------------------
BANCSHARES INC. Date
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Batch No.
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STOCK ORDER FORM Order No.
(INSTRUCTIONS ON REVERSE SIDE) -----------------------
Cat No.
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DEADLINE AND DELIVERY
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EXPIRATION DATE: 10:00 A.M., EASTERN TIME, ON DECEMBER __, 2001, unless extended. This original Stock Order Form, properly executed
and with full payment, must be received (not postmarked) by this deadline or it will be void. Delivery will be accepted by mail
(please use the return envelope provided) or by overnight delivery service to the address on the reverse side of this Form. Stock
Order Forms may also be hand delivered to the Stock Information Center located at our main office, 151 North Market Street, Wooster,
Ohio. Stock Order Forms may NOT be hand-delivered to Wayne Savings branches. PHOTOCOPIES AND FACSIMILES OF STOCK ORDER FORMS WILL
NOT BE ACCEPTED.
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PLEASE PRINT CLEARLY AND COMPLETE ALL SHADED AREAS
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(1) SHARES REQUESTED NUMBER OF SHARES PRICE PER SHARE AMOUNT DUE
25 share minimum. See reverse side ------------------ --------------------
for maximum Purchase limitations. X $10.00 = $
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(2) METHOD OF PAYMENT Cash and wires will not be accepted.
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/ / CHECK HERE IF / / CHECK HERE AND COMPLETE BELOW IF PAYING BY DIRECT ACCOUNT WITHDRAWAL(S)
PAYING BY CHECK(S) The undersigned authorizes withdrawal from the Wayne Savings Community
OR MONEY ORDER(S) Bank passbook, statement savings, money market (without check-writing
privileges) or CD account(s) listed below. There will be no early
Enclosed is/are check(s), withdrawal penalty applicable for funds authorized below.
drafts or money order(s)
payable to WAYNE SAVINGS
BANCSHARES, INC. totaling: FOR INTERNAL USE ONLY Wayne Savings Community Bank Account Number Amount
------------------------------ -------------------------------------------- --------------
- -------------------------- 1. $
$ - - - - - - - - - - - - - - -------------------------------------------- --------------
- -------------------------- 2. $
- - - - - - - - - - - - - - -------------------------------------------- --------------
3. $
- - - - - - - - - - - - - - -------------------------------------------- --------------
4. $
- - - - - - - - - - - - - - -------------------------------------------- --------------
$
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TOTAL WITHDRAWAL(S):
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Checks will be cashed upon receipt. funds AUTHORIZED FOR ACCOUNT WITHDRAWAL MUST BE AVAILABLE WITHIN THE DESIGNATED ACCOUNT(S)
AT THE TIME THIS FORM IS SUBMITTED. IRA ACCOUNTS AND ACCOUNTS WITH CHECK-WRITING PRIVILEGES MAY NOT BE LISTED FOR DIRECT WITHDRAWAL.
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(3) PURCHASER INFORMATION Please read reverse side instructions carefully, and complete EITHER Part A or Part B. Only one box should
be checked. PART A - SUBSCRIPTION OFFERING CHECK THE BOX REFLECTING THE EARLIEST DATE AT WHICH YOU HAD ACCOUNT(S).
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/ / ELIGIBLE ACCOUNT HOLDER -- You were a Wayne Savings MY/OUR ACCOUNT INFORMATION AT JUNE 30, 2000 OR SEPTEMBER 30, 2001 OR
Community Bank depositor with an aggregate of at least OCTOBER 31, 2001 IF APPLICABLE:
$50 on deposit on JUNE 30, 2000. In the spaces at Name(s) on Account or Account Title Wayne Savings Account Number
right, list all deposit accounts you had at that date. ------------------------------------- ---------------------------------
/ / SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER -- You do not ------------------------------------- ---------------------------------
qualify as an Eligible Account Holder, but you were a
Wayne Savings Community Bank depositor with an ------------------------------------- ---------------------------------
aggregate of at least $50 on deposit on SEPTEMBER 30,
2001. In the spaces at right, list all deposit ------------------------------------- ---------------------------------
accounts you had at that date.
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/ / OTHER MEMBER -- You do not qualify as either of the IF ADDITIONAL SPACE IS REQUIRED, PLEASE ATTACH A SEPARATE PAGE.
above, but you were a Wayne Savings Community Bank
depositor on OCTOBER 31, 2001 or a borrower at
June 23, 1993 who remained a borrower at OCTOBER 31,
2001.
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(3) PART B - COMMUNITY OFFERING Check the ONE applicable box.
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/ / You were a Wayne Bancshares stockholder on _________, 2001. / / You are placing an order in the Community Offering, but
were not a stockholder at ___________, 2001.
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(4) WAYNE SAVINGS MANAGEMENT & EMPLOYEES (5) NATIONAL ASSOCIATION OF SECURITIES DEALERS ("NASD")
Check ONE box, if applicable. AFFILIATION Check the box only if applicable.
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/ / Check here if you are a Wayne Savings Community Bank / / Check here if you are a member of the NASD or a person
director, officer or employee. affiliated with an NASD member or a member of the
immediate family of any such person to whose support such
/ / Check here if you are a member of the immediate family person contributes directly or indirectly, or if you have
(DEFINITION OF "IMMEDIATE FAMILY" IS ON THE REVERSE SIDE) an account in which an NASD member, or person associated
of a Wayne Savings Community Bank director, officer or with an NASD member, has a beneficial interest. I agree 1)
employee. not to sell, transfer or hypothecate the stock for a
period of three months following issuance and 2) to report
this subscription in writing to the applicable NASD member
within one day of payment for the stock.
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(6) STOCK REGISTRATION Please PRINT clearly and provide all information. The address you provide below will be used for future
mailings, including delivery of stock certificates. Use full first and last name, not initials. Read reverse side instructions
carefully for important registration information, including information for minors.
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(First Name, Middle Initial, Last Name) Social Security No./Tax Id No. (first number listed will be
used for reporting)
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(First Name, Middle Initial, Last Name) Social Security No./Tax ID NO.
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(Street Address) (Daytime Phone Number)
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(City, State, Zip) (County) (Evening Phone Number)
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(7) FORM OF STOCK OWNERSHIP Check the one applicable box. See reverse side for ownership definitions.
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/ / Individual. / / Joint Tenants. / / Tenants in Common. / / Trust (UNDER AGREEMENT DATED ______________)
/ / Corporation. / / Partnership. / / Uniform Transfers to Minors. / / Other
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOR BROKER USE ONLY: / / IRA Social Security # of Beneficial Owner: --------- ------ ----------------
(if IRAS are reported by brokerage firm under a Tax ID #) - -
--------- ------ ----------------
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(8) ACKNOWLEDGMENT AND SIGNATURE
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I acknowledge receipt of the Prospectus dated __________, 2001. I agree that
after receipt by Wayne Bancshares, Inc., this Stock Order Form may not be
modified or withdrawn without Wayne Bancshares, Inc.'s consent. Under penalty of
perjury, I certify that (1) the Social Security Number or Tax ID information and
all other information provided hereon are true, correct and complete, (2) I am
purchasing solely for my own account, and there is no agreement or understanding
regarding the sale or transfer of the shares, and (3) I am not subject to backup
withholding tax. [Cross out (3) if you have been notified by the IRS that you
are subject to backup withholding.] I acknowledge that the shares of common
stock are not savings accounts or deposits and are not guaranteed or insured by
the Federal Deposit Insurance Corporation or any other government agency.
SUBSCRIPTION RIGHTS PERTAIN TO THOSE ELIGIBLE TO SUBSCRIBE IN THE SUBSCRIPTION
OFFERING AND WILL BE VOID AT THE END OF THE SUBSCRIPTION OFFERING. THE PLAN OF
CONVERSION AND APPLICABLE LAW AND REGULATIONS PROHIBIT ANY PERSON FROM
TRANSFERRING, OR ENTERING INTO AN AGREEMENT, DIRECTLY OR INDIRECTLY, TO
TRANSFER, THE LEGAL OR BENEFICIAL OWNERSHIP OF SUBSCRIPTION RIGHTS OR THE
UNDERLYING STOCK TO THE ACCOUNT OF ANOTHER. WAYNE SAVINGS BANCSHARES, INC. WILL
PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE EVENT MANAGEMENT BECOMES
AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS, AND WILL NOT HONOR ORDERS KNOWN TO
INVOLVE SUCH TRANSFER.
BY SIGNING THIS STOCK ORDER FORM, YOU HAVE NOT WAIVED ANY RIGHTS YOU MAY HAVE
UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934. ONE
SIGNATURE REQUIRED, UNLESS SECTION (2) OF THIS FORM INCLUDES ACCOUNTS REQUIRING
MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN,
CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE.
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(Signature) (Date) (Signature) (Date)
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ORDER NOT VALID UNLESS SIGNED
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QUESTIONS? See reverse side of this Form, or call the Stock Information Center toll free at (800) 804-8479,
Monday through Friday from 9:00 A.M. TO 4:00 P.M., Eastern time.
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STOCK ORDER FORM INSTRUCTIONS
(1) SHARES REQUESTED -- Indicate the number of shares that you wish to
purchase, and indicate the total amount due. The minimum purchase is 25
shares. Maximum purchase limitations apply to aggregate orders. In the
Subscription Offering category and in the Community Offering category, the
maximum purchase by each subscriber is $250,000 (25,000 shares). Further, no
person, together with associates and persons acting in concert with such
person, may purchase, IN ALL CATEGORIES OF THE STOCK OFFERING COMBINED, an
aggregate of more than 25,000 shares. NOTICE TO CURRENT WAYNE SAVINGS
BANCSHARES, INC. STOCKHOLDERS: IF YOU PLACE AN ORDER FOR STOCK, YOU ARE
SUBJECT TO THESE PURCHASE LIMITATIONS AND TO AN OVERALL OWNERSHIP LIMITATION.
See the Prospectus section entitled "The Conversion - Limitations on Common
Stock Purchases", for a detailed description of limitations. This section also
includes a definition of "associates" and of "acting in concert". By signing
this Stock Order Form, you confirm that your order does not conflict with the
purchase and ownership limitations.
(2) METHOD OF PAYMENT -- CHECKS OR MONEY ORDERS: Make personal checks, bank
draft or money orders payable to WAYNE SAVINGS BANCSHARES, INC. These will be
cashed immediately against available funds. You will earn interest at Wayne
Savings' passbook savings rate from the time funds are received until the
offering is completed. ACCOUNT WITHDRAWALS: List the passbook, statement
savings, money market (WITHOUT check-writing privileges) or certificate of
deposit account(s), and designate the amount to be withdrawn from each. A hold
will immediately be placed on the amount(s) designated by you, and the funds
held will be unavailable for withdrawal for other purposes. You will continue
to earn interest at the contractual rate of the account(s), and early
withdrawal penalties will be waived. FUNDS AUTHORIZED FOR WITHDRAWAL MUST BE
AVAILABLE AT THE TIME THIS FORM IS SUBMITTED. Note: Retirement accounts (such
as IRAs) CANNOT be designated for withdrawal. Contact the Stock Information
Center early in the offering period, if you want to use funds now in a Wayne
Savings retirement account (or other retirement account). Whether you may use
such funds for the purchase of shares may depend on timing constraints and,
possibly, the institution where the funds are currently held. YOU MAY NOT USE
CASH OR WIRE TRANSFERS TO PAY FOR STOCK.
(3) PURCHASER INFORMATION -- Complete EITHER Part A or Part B. Part A applies
to the Subscription Offering. If you do not qualify in the Subscription
Offering, complete Part B, which applies to the Community Offering. PART A:
Purchase priorities are based on eligibility dates. Please check the ONE box
that reflects the earliest date at which you had a Wayne Savings qualifying
account. For Eligible Account Holders and Supplemental Eligible Account
Holders, list the name(s) on the deposit account(s) and the account number(s)
at the applicable eligibility date. For example, if ordering in JUST YOUR
NAME, list all the accounts you had at the applicable date. This may include
accounts in which you were a joint owner, your individual deposit accounts and
your IRA account. If ordering JOINTLY, list the accounts in which either
person had ownership at the applicable date. For Other Members, list
applicable deposit and/or loan accounts at October 31, 2001. (Eligible loans
are only those that were outstanding on June 23, 1993 and remain outstanding
at October 31, 2001.) When completing this Section (3) to purchase shares for
a minor, list only the minor's account(s). If purchasing shares for a
corporate entity, list only that entity's corporate accounts. Attach a
separate page, if needed. FAILURE TO COMPLETE THIS SECTION, COMPLETING IT
INCORRECTLY OR OMITTING INFORMATION CAN RESULT IN THE LOSS OF ALL OR PART OF
YOUR STOCK ALLOCATION. PART B pertains to you if you do not qualify under Part
A, and you are therefore placing an order in the Community Offering. Check
only one box in Part B, if applicable. See "The Conversion" section of the
Prospectus for explanation of the Subscription Offering and the Community
Offering.
(4) WAYNE SAVINGS MANAGEMENT & EMPLOYEES - If applicable, check the
appropriate box. Immediate family includes spouse, parents, siblings and also
children who live in the same house as the director, officer or employee.
(5) NASD AFFILIATION - If applicable, check the box.
(6) STOCK REGISTRATION -- CLEARLY PRINT the name(s) and address in which you
want the stock certificate registered and mailed. IMPORTANT: If you are
ordering stock in the Subscription Offering as a Wayne Savings (i) Eligible
Account Holder as of 6/30/00; (ii) Supplemental Eligible Account Holder as of
9/30/01; or (iii) Other Member as of 10/31/01, you MUST register the stock
ONLY in the name(s) of person(s)/entity(ies) with qualifying accounts at the
same date. Adding the names of persons who were not account holders, or were
account holders only at a later eligibility date than checked in Section (3),
will be a violation of your subscription rights and may result in a loss of
your purchase priority in the Subscription Offering. Enter the Social Security
Number or Tax ID Number of the registered owner(s). The first number listed
will be identified with the stock certificate for tax purposes. Listing a
phone number is important. NOTE: ONE STOCK CERTIFICATE WILL BE GENERATED PER
ORDER FORM. IF VARIOUS REGISTRATIONS AND SHARE AMOUNTS ARE DESIRED, A SEPARATE
STOCK ORDER FORM (EACH FOR A MINIMUM OF AT LEAST 25 SHARES) MUST BE COMPLETED
FOR EACH CERTIFICATE. CONTACT THE STOCK INFORMATION CENTER IF YOU NEED
ADDITIONAL FORMS. Note: Purchase limitations apply to aggregate orders - See
Section (1), above.
(7) FORM OF STOCK OWNERSHIP -- For reasons of clarity and standardization, the
stock transfer industry has developed uniform stockholder registrations for
issuance of stock certificates. If you have any questions, please consult your
legal advisor. When registering stock, do not use two initials. Use full first
name, middle initial and last name. Check the ONE box that applies.
BUYING STOCK INDIVIDUALLY: Indicate the name, mailing address and Social
Security Number of the individual owner. Include the first name, middle
initial and last name of the individual. Omit words that do not affect
ownership, such as "Mrs.", "Dr.", "special account", etc. You may not indicate
a beneficiary. Upon the individual's death, the stock will be owned by the
estate and distributed as indicated by the will or otherwise in accordance
with law. If ordering in the Subscription Offering, the individual listed must
have had qualifying deposits on 6/30/00, 9/30/01 or 10/31/01.
BUYING STOCK JOINTLY: If registering stock in more than one person's name for
an order placed in the Subscription Offering, only persons with qualifying
accounts at the same date (6/30/00, 9/30/01 or 10/31/01) may be listed. Two
alternatives exist when registering stock in more than one name:
JOINT TENANTS -- Joint Tenancy (with Right of Survivorship) may be
specified to identify two or more owners where ownership is intended to
pass automatically to the surviving tenant(s). All owners must agree to the
transfer or sale of shares.
TENANTS IN COMMON-- When stock is held as Tenants in Common, upon the death
of one co-tenant, ownership of the stock will be held by the surviving
co-tenant(s) and by the heirs of the deceased co-tenant. All parties must
agree to the transfer or sale of shares.
BUYING STOCK FOR A MINOR: A minor may acquire stock under the Uniform
Transfers to Minors Act if the minor is the actual owner of the stock, with an
adult custodian listed on the stock registration, who is responsible for the
investment until the minor reaches legal age (18 or 21 years of age, depending
on the state). Only one minor and one custodian may be listed. Please note
that if ordering in the Subscription Offering, the minor must have had
qualifying deposits at Wayne Savings Community Bank at 6/30/00, 9/30/01 or
10/31/01.
HOW TO COMPLETE SECTION (6) (STOCK REGISTRATION) WHEN BUYING STOCK FOR A
MINOR: On the first line, print the first name, middle initial and last name
of the custodian; after the name write the initials "CUST". On the second
line, print the first name, middle initial and last name of the minor. To the
right of the minor's name, indicate his or her Social Security Number; DO NOT
list the custodian's Social Security Number. Standard postal service state
abbreviations should be used. For example, stock held by John P. Doe as
custodian for Susan A. Doe under the Ohio Uniform Transfers to Minors Act will
be abbreviated John P. Doe, CUST Susan A. Doe UTMA-OH.
BUYING STOCK FOR A CORPORATION/PARTNERSHIP: On the first name line, write the
name of the corporation or partnership and list that entity's Tax ID Number.
Note that, if ordering in the Subscription Offering, the corporation or
partnership must have had qualifying deposits at Wayne Savings at either
6/30/00, 9/30/01 or 10/31/01.
BUYING STOCK THROUGH AN IRA: Stock must be held in self-directed Individual
Retirement Accounts, such as at a brokerage firm. Wayne Savings IRAs are not
self-directed. We recommend that you contact the Stock Information Center
early in the offering period, for assistance with IRA-related questions. If
ordering in the Subscription Offering, the beneficial owner of the IRA must
have had qualifying deposits at Wayne Savings at 6/30/00, 9/30/01 or 10/31/01.
FOR BROKER/TRUSTEE USE ONLY -- HOW TO COMPLETE SECTION (6) (STOCK
REGISTRATION) WHEN BUYING STOCK USING A SELF-DIRECTED RETIREMENT ACCOUNT:
Registration should be completed to reflect your firm's registration
requirements for any subsequent mailings, including stock certificates. For
example, on the first line, indicate the name of the firm followed by
"TRUSTEE" or "CUSTODIAN". On the second line, indicate the name of the
beneficial owner, for example, "FBO JOHN SMITH IRA". You may also indicate the
owner's account number or other identifying information. Indicate the address
and name of the department at your firm to which mailings should be directed.
Also indicate the Tax ID Number under which your firm's IRAs are reported.
BUYING STOCK IN A TRUST/FIDUCIARY CAPACITY: Information provided with respect
to stock to be held in a fiduciary capacity must include:
o The name(s) of the fiduciary. If an individual, list the first name, middle
initial and last name. If a corporation, list the full corporate title
(name). If an individual and a corporation, list the corporation before the
individual.
o The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, etc.
o A description of the document governing the fiduciary relationship, such as
a trust agreement or court order. Documentation may be required.
o The date of the document governing the relationship, except that the date of
a trust created by a will need not be included.
o The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John P.
Doe, Trustee Under Agreement Dated 10-1-87 for Susan A. Doe.
(8) ACKNOWLEDGMENT AND SIGNATURE -- Please review this Form before signing.
Stock Order Forms submitted without a signature will not be accepted. Only one
signature is required, unless Section (2) (Method of Payment) includes
authorization to withdraw from a Wayne Savings Community Bank deposit account
requiring more than one signature. If signing as a custodian, trustee,
corporate officer, etc., please include your title. If exercising a Power of
Attorney ("POA"), submit a copy of the POA agreement with this Form.
WE HAVE ENCLOSED A POSTAGE-PAID RETURN ENVELOPE.
ADDRESS OVERNIGHT DELIVERIES TO:
Wayne Savings Community Bank, 151 North Market Street, Wooster, OH 44691
Attn: Stock Information Center
QUESTIONS? Call the Stock Information Center toll free at (800) 804-8479
Monday through Friday, from 9:00 a.m. to 4:00 p.m., Eastern time.
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