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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 6, 1996
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WAYNE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20691 22-3009651
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
1195 Hamburg Turnpike, Wayne, New Jersey 07474
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 305-5500
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N/A
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(Former name of former address, if changed since last report.)
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Item 5. Other Events
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As indicated in the Press Release attached hereto, William E. Vanderberg,
President and Chief Executive Officer and a member of the Board of Directors of
Wayne Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, Wayne
Savings Bank, F.S.B. (the "Bank") has resigned all of his positions with the
Company and the Bank and its subsidiaries. In connection with his resignation,
Mr. Vanderberg and the Company have agreed upon the severance and retirement
benefits to which Mr. Vanderberg is entitled. As a result of such payments, the
Company will incur a one-time charge to earnings in the quarter ending September
30, 1996 on an after-tax basis of approximately $460,000.
The Company's Board of Directors also announced in the press release the
immediate appointment of Johanna O'Connell as President and Chief Executive
Officer of the Company and the Bank. Ms. O'Connell previously served as Vice
President of the Company and Senior Vice President and Chief Lending Officer of
the Bank.
Item 7. Financial Statements and Exhibits
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Exhibit 20 - Press Release dated September 6, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WAYNE BANCORP, INC.
(Registrant)
By: /s/ Harold P. Cook, III
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Chairman of the Board
Dated: September 6, 1996
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EXHIBIT 20
WAYNE BANCORP, INC.
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THE HOLDING COMPANY OF WAYNE SAVINGS BANK, F.S.B.
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1195 HAMBURG TURNPIKE, WAYNE, NEW JERSEY 07474
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(201) 305-5555
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PRESS RELEASE
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ISSUED BY: THE BOARD OF DIRECTORS
CONTACT: Walter F. Guarino
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(201) 539-0300
WAYNE BANCORP, INC. APPOINTS JOHANNA O'CONNELL
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PRESIDENT AND CHIEF EXECUTIVE OFFICER
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WAYNE, NEW JERSEY August 29, 1996 -- Mr. Harold P. Cook, III., Chairman of
the Board of Wayne Bancorp, Inc. (the "Company") announced today that Ms.
Johanna O'Connell has been appointed President of the Company and President and
Chief Executive Officer of Wayne Savings Bank, F.S.B. (the "Bank"), the wholly
owned subsidiary of the Company. Mr. Cook will assume the responsibilities of
Chief Executive Officer of the Company.
Ms. O'Connell is being promoted from her positions as Vice President of the
Company and Senior Vice President and Chief Lending Officer of Wayne Savings
Bank, F.S.B. She has been with the Bank since 1989, having previously served as
Executive Vice President and Chief Lending Officer of Fellowship Savings and
Loan Association in Bergenfield, New Jersey.
Mr. Cook stated that "the Board is delighted that Ms. O'Connell has
accepted the positions as President of the Company and President and Chief
Executive Officer of the Bank. Ms. O'Connell has been a highly valuable asset of
the Bank. She has tremendous experience in community banking and knowledge of
our community and has demonstrated her commitment to the success of the Company
and the Bank. We have utmost confidence in Ms. O'Connell's ability to implement
our strategic plans as we begin life as a public company."
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Ms. O'Connell succeeds William E. Vanderberg who has resigned from his
positions as President and Chief Executive Officer and director of the Company
and the Bank. The Boards of the Company and Bank and Mr. Vanderberg agreed that
Mr. Vanderberg's resignation was in the mutual best interests of Mr. Vanderberg
and the Company. The Boards believed that a recent temporary treatable medical
condition experienced by Mr. Vanderberg may impact the Company's and the Bank's
expeditious implementation of their strategic plan since the Bank's recent
conversion to a publicly owned thrift. The Boards want to express their
appreciation to Mr. Vanderberg for his nine years of service to the Bank and
wish him well in the future.
Headquartered in Wayne, New Jersey, Wayne Bancorp, Inc. is the parent
holding company of Wayne Savings Bank, F.S.B., an FDIC-insured savings
institution operating three branch offices and an administrative office in Wayne
plus a fourth branch office in North Haledon, New Jersey.
