WAYNE BANCORP INC /DE/
NT 11-K, 1997-07-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM 12B-25
                                             Commission File Number 333-2488
  

                          NOTIFICATION OF LATE FILING
     (Check One): [ ] Form 10-K   [x] Form 11-K   [ ] Form 20-F    [ ] Form 10-Q
[ ] Form N-SAR

For Period Ended:     DECEMBER 31, 1996
                    ------------------------------------------------------------
[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:

      Read attached instruction before preparing form. Please print or type.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:


                        PART I - REGISTRANT INFORMATION

Full name of registrant  WAYNE  SAVINGS  BANK,   F.S.B.  401(K)  PROFIT  SHARING
                         RETIREMENT PLAN
                         -------------------------------------------------------
Former name if applicable
                         -------------------------------------------------------
Address of principal executive office (Street and number)
  1195 HAMBURG TURNPIKE
- --------------------------------------------------------------------------------
City, State and Zip Code  WAYNE, NEW JERSEY 07470
                          ------------------------------------------------------

                       PART II - RULE 12B-25 (B) AND (C)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box).

[x]   (a) The reasons  described  in reasonable detail  in Part III of this form
      could not be eliminated without unreasonable effort or expense;
[x]   (b) The subject  annual  report, semi-annual report, transition report on
      Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof,  will be filed on
      or before the 15th calendar day following the  prescribed due date; or the
      subject  quarterly  report or  transition  report on Form 10-Q, or portion
      thereof will be filed on or before the fifth  calendar day  following  the
      prescribed due date; and
[ ]   (c)  The   accountant's  statement  or  other   exhibit  required  by Rule
      12b-25(c) has been attached if applicable.

                             PART III - NARRATIVE

      State below in  reasonable  detail the  reasons  why the Form 10-K,  11-K,
20-F, 10-Q,  N-SAR, or the transition  report or portion  thereof,  could not be
filed within the prescribed time period. (Attach extra sheets if needed.)

      FINANCIAL  STATEMENTS  FOR THE WAYNE  SAVINGS BANK,  F.S.B.  401(K) PROFIT
      SHARING  RETIREMENT  PLAN (THE "PLAN") FOR THE FISCAL YEAR ENDED  DECEMBER
      31, 1996,  FOR WHICH THE FORM 11-K IS DUE, ARE NOT  AVAILABLE AT THIS TIME
      BECAUSE  THE PLAN  ADMINISTRATOR  HAS NOT BEEN ABLE TO COMPILE  ALL OF THE
      PLAN'S  FINANCIAL  STATEMENTS  DUE TO THE  FACT  THAT  THIS IS THE  PLAN'S
      INITIAL FILING.

                                                   (Bulletin No. 161, 02-03-95)

<PAGE> 2


                          PART IV -- OTHER INFORMATION
      (1)   Name and telephone number of person to contact in regard to this
notification

         JOHANNA O'CONNELL                         (201)           305-5500
- --------------------------------------------------------------------------------
            (Name)                              (Area Code)   (Telephone Number)

      (2)   Have all  other periodic  reports required under Section 13 or 15(d)
of  the Securities  Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940  during the  preceding  12 months or for such  shorter  period  that
the registrant  was  required to file such  report(s)  been filed?  If answer is
no, identify report(s).
                                                            [x] Yes       [ ] No
      (3)   Is  it  anticipated  that  any  significant  change  in  results  of
operations  from  the  corresponding  period  for  the  last fiscal year will be
reflected by  the  earnings  statements  to be included in the subject report or
portion thereof?
                                                            [ ] Yes       [x] No
      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.
   WAYNE SAVINGS BANK, F.S.B. 401(K) PROFIT SHARING RETIREMENT PLAN
- --------------------------------------------------------------------------------
                 (Name of Registrant as Specified in Charter)
Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date    JUNE 30, 1997               By    /S/ JOHANNA O'CONNELL
      ------------------------          -----------------------
                                        JOHANNA O'CONNELL
                                        PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
                                        WAYNE SAVINGS BANK, F.S.B., PLAN SPONSOR

      Instruction.  The  form  may be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                   ATTENTION
      Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
                             GENERAL INSTRUCTIONS
      1.     This  form is  required  by  Rule  12b-25  of the General Rules and
Regulations under the Securities Exchange Act of 1934.

      2.     One  signed  original and four conformed  copies  of this  form and
amendments   thereto  must  be  completed  and  filed with  the  Securities  and
Exchange Commission, Washington,  D.C. 20549, in accordance with Rule 0-3 of the
General Rules  and Regulations  under  the Act. The information  contained in or
filed  with  the form will be  made  a matter of public record in the Commission
files.

      3.     A manually signed copy of  the form and  amendments  thereto  shall
be filed with each national securities exchange on which any class of securities
of the registrant is registered.

      4.     Amendments to the  notifications  must also be filed on Form 12b-25
but need not restate information that  has  been correctly  furnished.  The form
shall be clearly identified as an amended notification.

      5.     Electronic  Filers.  This  form  shall  not  be  used by electronic
filers unable  to timely file a report  solely due to  electronic  difficulties.
Filers unable  to  submit a  report  within  the  time period  prescribed due to
difficulties  in  electronic  filing  should  comply  with  either  Rule  201 or
Rule  202 of  Regulation  S-T or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T.

(Bulletin No. 161,02-03-95)


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