UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| WAYNE SAVINGS BANCSHARES, INC. |
(Name of Registrant as Specified in Its Charter) |
STILWELL VALUE PARTNERS VII, L.P. STILWELL ACTIVIST FUND, L.P. STILWELL ACTIVIST INVESTMENTS, L.P. STILWELL PARTNERS, L.P. STILWELL VALUE LLC JOSEPH STILWELL STEPHEN S. BURCHETT MARK D. ALCOTT |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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The Stilwell Group, together with the other participants named herein, has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its director nominee at the 2017 annual meeting of stockholders of Wayne Savings Bancshares, Inc.
On April 4, 2017, the Stilwell Group delivered the following letter and GREEN proxy card to stockholders of Wayne Savings Bancshares, Inc. as well as the Stilwell Group’s supplement to its definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2017.
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006
(212) 269-1551
INFO@STILWELLGROUP.COM
April 4, 2017
Wayne Savings – Thoroughly Disappointing.
Dear Fellow Stockholder,
For 14 years, Wayne Savings’s stock price languished well below its price of 2003 until, as the Company’s largest stockholder, we publicly suggested the bank be sold.1 Since then, the stock price has risen 42.3%.2 This is a sign that Wayne Savings should be sold to a stronger community bank in order to maximize stockholder value.
We have no idea what the board of directors is thinking. We don’t even know if they know what their plan is (perhaps hire a fifth CEO?). If elected, our nominee will have a considerable incentive to maximize stockholder value through the sale of this poorly performing franchise.3
IF YOU WANT WAYNE SAVINGS TO BE SOLD, PLEASE VOTE YOUR GREEN PROXY TODAY FOR OUR NOMINEE, STEPHEN S. BURCHETT. If you have already voted on the WHITE proxy, you can override your previous vote simply by voting your GREEN proxy today.
Thank you for your support.
| Sincerely, |
 |
| Megan Parisi |
| 917-881-8076 |
| mparisi@stilwellgroup.com |
1 See our statement regarding Wayne Savings Bancshares, Inc. (“WAYN”) in The Stilwell Group’s Schedule 13D filed with the SEC on May 26, 2016, p. 14, available at https://www.sec.gov/Archives/edgar/data/1041550/000114420416105033/v441069_sc13da.htm
2 According to Nasdaq price history, WAYN’s stock price was $12.51 on May 26, 2016 and $17.80 on March 30, 2017.
3 Using data available from the FDIC website, www.fdic.gov, the average return on equity (“ROE”) for all insured savings institutions for years 2012 to 2016 was 9.83%, or 7.11% for institutions with a similar asset size to WAYN. WAYN's average ROE for those years was 5.14%. The average return on assets (“ROA”) for all insured savings institutions for years 2012 to 2016 was 1.13%, or 0.89% for institutions with a similar asset size to WAYN. WAYN's average ROA for those years was 0.50%. See WAYN's Form 10-K filed with the SEC on March 11, 2016, p. 40; Form 8-K filed with the SEC on February 13, 2017; see also https://www5.fdic.gov/qbp/2012dec/sav3.html, https://www5.fdic.gov/qbp/2013dec/sav3.html, https://www5.fdic.gov/qbp/2014dec/sav3.html, https://www.fdic.gov/bank/analytical/qbp/2015dec/sav3.html, and https://www.fdic.gov/bank/analytical/qbp/2016dec/sav3.html
| ROE (%) | 2012 | 2013 | 2014 | 2015 | 2016 | Average |
| All FDIC Savings Institutions | 8.92 | 9.07 | 9.87 | 9.93 | 11.37 | 9.83% |
| Institutions $100M - $1B in assets | 4.64 | 7.02 | 7.18 | 8.33 | 8.39 | 7.11% |
| ROE (%) | 2012 | 2013 | 2014 | 2015 | 2016 | Average |
| WAYN | 4.28 | 5.24 | 6.60 | 4.11 | 5.46 | 5.14% |
| ROA (%) | 2012 | 2013 | 2014 | 2015 | 2016 | Average |
| All FDIC Savings Institutions | 1.06 | 1.08 | 1.16 | 1.12 | 1.25 | 1.13% |
| Institutions $100M - $1B in assets | 0.55 | 0.86 | 0.91 | 1.06 | 1.07 | 0.89% |
| ROA (%) | 2012 | 2013 | 2014 | 2015 | 2016 | Average |
| WAYN | 0.43 | 0.51 | 0.64 | 0.39 | 0.51 | 0.50% |
