SCHEDULE 14-A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [ ]
FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
CHECK THE APPROPRIATE BOX:
[X] PRELIMINARY PROXY STATEMENT
[ ] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-11(C) OR SECTION 240.14A-12
WAYNE SAVINGS BANCSHARES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] NO FEE REQUIRED.
[ ] $125 PER EXCHANGE ACT RULES 0-11(c)(1)(ii),14a-6(i)(1),OR 14a-6(j)(2).
[ ] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14a-6(i)(3).
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT TO
EXCHANGE ACT RULE 0-11:
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT
RULE 0-11(a)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID:
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
3) FILING PARTY:
4) DATE FILED: SEPTEMBER 11, 2002
WAYNE SAVINGS BANCSHARES, INC.
151 NORTH MARKET STREET
WOOSTER, OHIO 44691
(330) 264-5767
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER __, 2002
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., Eastern time, on October
__, 2002. 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 described in enclosed material, the
rights of stockholders of the new Delaware corporation will be less
than the rights stockholders currently have. The differences in
stockholder rights include the following: (i) approval by at least
80% of the outstanding shares required to remove a director for
cause; (ii) the inability of stockholders to call special meetings;
(iii) greater lead time required for stockholders to submit
stockholder proposals; (iv) approval by at least 80% of outstanding
shares to amend the Certificate of Incorporation and Bylaws; and (v)
approval by at least 80% of outstanding shares to approve business
combinations involving an interested stockholder. 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 subscription and community offering. Common
stock of the Company currently held by stockholders will be
converted into new shares pursuant to an exchange ratio that will
ensure 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 September __, 2002 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
Charles F. Finn
Chairman of the Board and Chief Executive Officer
Wooster, Ohio
September __, 2002
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IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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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 September __, 2002 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 that you own upon completion of the Conversion will
be exchanged for between 1.2901 new shares at the minimum and 1.7454 new
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 1.5177 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
$0.112. 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, the unvoted proxy will have THE SAME EFFECT AS A VOTE AGAINST the
plan of conversion.
Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE STOCK OFFERING, IN ADDITION
TO THE SHARES THAT 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 ________________, 2002 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 TELEPHONE NUMBER IS
(800) 804-8479.
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 Information Center by calling
(800) 804-8479, 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 STOCKHOLDERS
OCTOBER __, 2002
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 October __, 2002 at 10:00 a.m., Eastern 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
September __, 2002.
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REVOCATION OF PROXIES
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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.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company's common stock at the close of business
on September __, 2002 (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. 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.
1
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PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
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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."
Following the Conversion, the Mutual Holding Company will cease to exist
and therefore will no longer control a majority of the issued and outstanding
shares of Wayne Savings Bancshares, Inc. Existing Public Stockholders of the
Company, a federal corporation, will become stockholders of Wayne Savings
Bancshares, Inc., a Delaware corporation. The rights of stockholders of the new
Delaware corporation will be less than the rights stockholders currently have.
The differences in stockholder rights under the Delaware certificate of
incorporation and bylaws are not mandated by Delaware law but have been chosen
by management in being in the best interests of the newly-formed corporation and
all of its stockholders.
The material differences are as follows:
1. APPROVAL BY AT LEAST 80% OF OUTSTANDING SHARES REQUIRED TO REMOVE A
DIRECTOR FOR CAUSE. Under the current federal bylaws, any director may be
removed for cause by the holders of a majority of the outstanding voting
shares. Wayne Savings Bancshares, Inc.'s Delaware certificate of
incorporation provides that any director may be removed for cause by the
holders of at least 80% of the outstanding voting shares of Wayne Savings
Bancshares, Inc.
2. INABILITY OF STOCKHOLDERS TO CALL SPECIAL MEETINGS. Special meetings of
the Company's current stockholders may be called by the holders of not
less than one-tenth of the outstanding capital stock entitled to vote at
the meeting. Wayne Savings Bancshares, Inc.'s Delaware certificate of
incorporation provides that special meetings of the stockholders of Wayne
Savings Bancshares, Inc. may be called only by a majority vote of the
total authorized directors.
3. GREATER LEAD TIME REQUIRED FOR STOCKHOLDERS TO SUBMIT STOCKHOLDER
PROPOSALS. The Company's current stockholders must submit nominations for
election of directors at an annual meeting of stockholders and any new
business to be taken up at such a meeting by filing the proposal in
writing with Wayne Savings Bancshares, Inc. at least five days before the
date of any such meeting. Wayne Savings Bancshares, Inc.'s Delaware bylaws
generally provide, however, that any stockholder desiring to make a
nomination for the election of directors or a proposal for new business at
a meeting of stockholders must submit written notice to Wayne Savings
Bancshares, Inc. at least 90 days prior to the anniversary date of the
mailing of proxy materials in connection with the immediately preceding
annual meeting of stockholders.
4. APPROVAL BY AT LEAST 80% OF OUTSTANDING SHARES TO AMEND THE CERTIFICATE OF
INCORPORATION AND BYLAWS. No amendment of the current federal stock
charter may be made unless it is first proposed by the Board of Directors
of the Company, then preliminarily approved by the OTS, and thereafter
approved by the holders of a majority of the total votes eligible to be
cast at a legal meeting. Wayne Savings Bancshares, Inc.'s Delaware
certificate of incorporation may be amended by the vote of the holders of
a majority of the outstanding shares of Wayne Savings Bancshares, Inc.
common stock, except that the provisions of the certificate of
incorporation governing the calling of meetings of stockholders and the
prohibition of action by written consent of stockholders, stockholder
nominations and proposals, limitations on voting rights of 10%
stockholders, the number and staggered terms of directors, vacancies on
the Board of Directors and removal of directors, approval of certain
business combinations, indemnification of officers and directors, and the
manner of amending the certificate of incorporation and bylaws, may not be
repealed, altered, amended or rescinded except by the vote of the holders
of at least 80% of the outstanding shares of Wayne Savings Bancshares,
Inc.
The Company's federal bylaws may be amended by a majority vote of the full
Board of Directors of the Company or by a majority vote of the votes cast
by the stockholders of the Company at any legal meeting.
2
Wayne Savings Bancshares, Inc.'s Delaware bylaws may only be amended by a
majority vote of the Board of Directors of Wayne Savings Bancshares, Inc.
or by the holders of at least 80% of the outstanding stock of Wayne
Savings Bancshares, Inc.
5. APPROVAL BY AT LEAST 80% OF OUTSTANDING SHARES WILL BE REQUIRED TO APPROVE
BUSINESS COMBINATIONS INVOLVING AN INTERESTED STOCKHOLDER. Wayne Savings
Bancshares, Inc.'s Delaware certificate of incorporation requires the
approval of the holders of at least 80% of Wayne Savings Bancshares,
Inc.'s outstanding shares of voting stock to approve certain "Business
Combinations" involving an "Interested Stockholder" except where (i) the
proposed transaction has been approved by two-thirds of the members of the
Board of Directors who are unaffiliated with the Interested Stockholder
and who were directors prior to the time when the Interested Stockholder
became an Interested Stockholder, or (ii) certain "fair price" provisions
are complied with. The term "Interested Stockholder" includes any
individual, corporation, partnership or other entity, other than Wayne
Savings Bancshares, Inc. or its subsidiary, which owns beneficially or
controls, directly or indirectly, 10% or more of the outstanding shares of
voting stock of Wayne Savings Bancshares, Inc. or an affiliate of such
person or entity. The Company's federal bylaws have no similar provision.
The Company's Board of Directors believes that the provisions described
above are prudent and will reduce its vulnerability to takeover attempts and
certain other transactions that have not been negotiated with and approved by
its Board of Directors. These provisions will also assist Wayne Savings
Bancshares, Inc. in the orderly deployment of the Conversion proceeds into
productive assets during the initial period after the Conversion. The Board of
Directors believes these provisions are in the best interests of the Company and
its stockholders. The Board of Directors believes that it will be in the best
position to determine the true value of Wayne Savings Bancshares, Inc. and to
negotiate more effectively for what may be in the best interests of its
stockholders. Accordingly, the Board of Directors believes that it is in the
best interests of Wayne Savings Bancshares, Inc. and its stockholders to
encourage potential acquirers to negotiate directly with the Board of Directors
of Wayne Savings Bancshares, Inc. and that these provisions will encourage such
negotiations and discourage hostile takeover attempts. It is also the view of
the Board of Directors that these provisions should not discourage persons from
proposing a merger or other transaction at a price reflective of the true value
of Wayne Savings Bancshares, Inc. and that is in the best interests of all
stockholders.
Takeover attempts that have not been negotiated with and approved by the
Board of Directors present the risk of a takeover on terms that may be less
favorable than might otherwise be available. A transaction that is negotiated
and approved by the Board of Directors, on the other hand, can be carefully
planned and undertaken at an opportune time in order to obtain maximum value of
Wayne Savings Bancshares, Inc. for its stockholders, with due consideration
given to matters such as the management and business of the acquiring
corporation and maximum strategic development of Wayne Savings Bancshares,
Inc.'s assets.
Although a tender offer or other takeover attempt may be made at a price
substantially above the current market price, such offers are sometimes made for
less than all of the outstanding shares of a target company. As a result,
stockholders may be presented with the alternative of partially liquidating
their investment at a time that may be disadvantageous, or retaining their
investment in an enterprise that is under different management and whose
objectives may not be similar to those of the remaining stockholders.
Despite the Board of Directors' belief as to the benefits to stockholders
of these provisions of Wayne Savings Bancshares, Inc.'s Delaware certificate of
incorporation and bylaws, these provisions may also have the effect of
discouraging a future takeover attempt that would not be approved by the Board
of Directors, but pursuant to which stockholders may receive a substantial
premium for their shares over then current market prices. As a result,
stockholders who might desire to participate in such a transaction may not have
any opportunity to do so. Such provisions will also make it more difficult to
remove our Board of Directors and management. The Board of Directors, however,
has concluded that the potential benefits outweigh the possible disadvantages.
See "Comparison Of Stockholders' Rights," beginning on page ___ of the
enclosed Prospectus, for a complete discussion of the material differences to
stockholders.
3
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 Secretary of the Company at the address given above. Such requests must be
received by the Company no later than _____________, 2002. 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. 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.
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.
BY ORDER OF THE BOARD OF DIRECTORS
Charles F. Finn
Chairman of the Board and Chief Executive Officer
Wooster, Ohio
September __, 2002
4
REVOCABLE PROXY
WAYNE SAVINGS BANCSHARES, INC.
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER __, 2002
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., Eastern time, on October __, 2002. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
FOR AGAINST
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 described in
enclosed material, the rights of stockholders of
the new Delaware corporation will be less than the
rights stockholders currently have. The
differences in stockholder rights include the
following: (i) approval by at least 80% of the
outstanding shares required to remove a director
for cause; (ii) the inability of stockholders to
call special meetings; (iii) greater lead time
required for stockholders to submit stockholder
proposals; (iv) approval by at least 80% of
outstanding shares to amend the Certificate of
Incorporation and Bylaws; and (v) approval by at
least 80% of outstanding shares to approve
business combinations involving an interested
stockholder. 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 subscription and
community offering. Common stock of the Company
currently held by stockholders will be converted
into new shares pursuant to an exchange ratio that
will ensure 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.
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IF SIGNED, 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-dated proxy prior to a vote
being taken on a particular proposal at the Meeting.
Dated: _________________, 2002
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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.
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PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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