WAYNE BANCORP INC /DE/
POS AM, 1996-09-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1


    As filed with the Securities and Exchange Commission on September 11, 1996
                                                       Registration No. 333-2488
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                 POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               WAYNE BANCORP, INC.

                        WAYNE SAVINGS & LOAN ASSOCIATION
                           401(K) PROFIT SHARING PLAN
  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)


        DELAWARE                         6035                  22-3424621
(state or other juris-            (Primary Standard          (IRS Employer
diction of incorporation           Classification)         Identification No.)
or organization)                     Code Number)


                                1195 HAMBURG TURNPIKE
                              WAYNE, NEW JERSEY  07474
                                   (201) 305-5500
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)

                                 HAROLD P. COOK, III
                         CHAIRMAN OF THE BOARD OF DIRECTORS
                             AND CHIEF EXECUTIVE OFFICER
                                 WAYNE BANCORP, INC.
                                1195 HAMBURG TURNPIKE
                              WAYNE, NEW JERSEY  07474
                                   (201) 305-5500
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)

                                     Copies to:
                           JOSEPH G. PASSAIC, JR., ESQUIRE
                             LORI M. BERESFORD, ESQUIRE
                              GEOFFREY W. RYAN, ESQUIRE
                             MULDOON, MURPHY & FAUCETTE
                             5101 WISCONSIN AVENUE, N.W.
                               WASHINGTON, D.C. 20016
                                   (202) 362-0840








     SALE TO THE PUBLIC CONCLUDED JUNE 27, 1996
- --------------------------------------------------------------------------------



<PAGE> 2



      This Post-Effective Amendment No. 1 is filed for the purpose of
deregistering 1,074,867 shares of the $.01 par value Common Stock (the "Common
Stock") of Wayne Bancorp, Inc. (the "Company") heretofore registered and offered
pursuant to the terms of the Prospectus dated May 13, 1996 (the "Prospectus").
The remaining 2,231,383 shares registered pursuant to this Registration
Statement on Form S-1 have been issued and sold in accordance with the
Prospectus in the Subscription Offering and Community Offering described
therein.

      The Company has determined that no further shares will be offered, sold
and issued pursuant to the Prospectus. The Company therefore requests
deregistration of the unissued shares of Common Stock registered pursuant to
this Registration Statement as soon as is practicable after the filing of the
Post-Effective Amendment No. 1.



<PAGE> 3


CONFORMED
                                  SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wayne, State of New
Jersey, on September 11, 1996.

WAYNE BANCORP, INC.


By:   /s/ Harold P. Cook, III
      -----------------------
      Harold P. Cook, III
      Chairman of the Board of Directors

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

    Name                      Title                               Date

/s/ Harold P. Cook, III       Chairman of the Board of        September 11, 1996
- ----------------------------  Directors (Principal
Harold P. Cook, III           executive officer)


/s/ Timothy P. Tierney        Vice President and Comptroller  September 11, 1996
- ----------------------------  (principal financial and
Timothy P. Tierney            accounting officer)


/s/ William J. Lloyd          Director                        September 11, 1996
- ----------------------------
William J. Lloyd


/s/ David M. Collins          Director                        September 11, 1996
- ----------------------------
David M. Collins


/s/ Thomas D. Collins         Director                        September 11, 1996
- ----------------------------
Thomas D. Collins


/s/ Nicholas S. Gentile, Jr.  Director                        September 11, 1996
- ----------------------------
Nicholas S. Gentile, Jr.


/s/ Ronald Higgins            Director                        September 11, 1996
- ----------------------------
Ronald Higgins


/s/ Richard Len               Director                        September 11, 1996
- ----------------------------
Richard Len


/s/ Charles Lota              Director                        September 11, 1996
- ----------------------------
Charles Lota




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