<PAGE> 1
As filed with the Securities and Exchange Commission on August 28, 1997
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WAYNE BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 22-3424621
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07474
(793) 305-5500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WAYNE BANCORP, INC. 1996 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
COPIES TO:
JOHANNA O'CONNELL LORI M. BERESFORD, ESQUIRE
PRESIDENT GEOFFREY W. RYAN, ESQUIRE
WAYNE BANCORP, INC. MULDOON, MURPHY & FAUCETTE
1195 HAMBURG TURNPIKE 5101 WISCONSIN AVENUE, N.W.
WAYNE, NEW JERSEY 07474 WASHINGTON, DC 20016
(201) 305-5500 (202) 362-0840
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
<TABLE>
<CAPTION>
====================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 223,138
$.01 par Value Shares (2) $17.51 (3) $3,907,146 $1,184
- ----------------------------------------------------------------------------------------------------
Common Stock 89,255
$.01 par Value Shares (4) $24.25 (5) $2,164,434 $656
====================================================================================================
</TABLE>
(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Wayne Bancorp, Inc. 1996 Stock-Based Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Wayne Bancorp, Inc., pursuant to 17 C.F.R.
ss.230.416(a).
(2)Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3)Weighted average price determined by the average exercise price of $17.00
per share at which options for 207,518 shares under the Plan have been
granted to date and by $24.25 the market value of the Common Stock on August
21, 1997 as determined by the last sales price listed on the Nasdaq Stock
Market as reported in the Wall Street Journal, for 15,620 shares for which
options have not yet been granted under the Plan.
(4)Represents the total number of shares currently reserved or available for
issuance as stock awards under the Plan.
(5)The last sales price listed on the Nasdaq Stock Market on August 21, 1997 in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 14
Exhibit Index begins on Page 9
<PAGE> 2
WAYNE BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Wayne Bancorp,
Inc. (the "Company" or the "Registrant") 1996 Stock-Based Incentive Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, which includes the consolidated statements of financial
condition of the Company and subsidiary as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, together with the related notes (File No. 0-20691) filed with the SEC on
March 28, 1997.
(b) The Forms 10-Q filed by the Registrant for the fiscal quarters ended
March 31, 1997 and June 30, 1997 (File No. 0-20691), filed with the SEC on May
13, 1997 and August 14, 1997, respectively.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-20691), as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder on May 9, 1996 and declared effective on May 13, 1996, as
incorporated by reference from the Company's Registration Statement on Form S-1
(SEC File No. 333-2488) declared effective on May 13, 1996.
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
2
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ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The consolidated statements of financial condition of the Company and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, equity and cash flows for each of the years in the
three-year period ended December 31, 1996, together with the related notes and
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference in this Registration Statement, have been
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Restated Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such
3
<PAGE> 4
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article TENTH
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
- --------
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve
4
<PAGE> 5
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the Delaware General Corporation Law; or (iv) for any transaction from which the
Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of Directors, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a directors' and
officers' liability and corporation reimbursement policy which (subject to
certain limits and deductibles) (i) insures officers and directors of the
Registrant against loss arising from certain claims made against them by reason
of their being such directors or officers, and (ii) insures the Registrant
against loss which it may be required or permitted to pay as indemnification due
its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the Registrant, the Registrant has been informed that in the opinion
of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-K):
4.0 Stock Certificate of Wayne Bancorp, Inc.1
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of the
Common Stock to be issued.
23.0 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included in Exhibit 5).
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 333-2488), as amended, filed
with the SEC on March 18, 1996 and declared effective on May 13, 1996.
5
<PAGE> 6
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement
unless the information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference into
this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be th initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the Offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE> 7
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Wayne Bancorp, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 August 26, 1997.
WAYNE BANCORP, INC.
By: /s/ Johanna O'Connell
----------------------------------
Johanna O'Connell
President
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Ms. O'Connell) constitutes and appoints Johanna O'Connell and
Ms. O'Connell hereby constitutes and appoints Timothy P. Tierney, as the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his (or her) name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Harold P. Cook, III Chief Executive Officer and August 26, 1997
- ------------------------
Harold P. Cook, III Chairman of the Board of Directors
(principal executive officer)
/s/ Johanna O'Connell President and Director August 26, 1997
- ---------------------
Johanna O'Connell
/s/ Timothy P. Tierney Vice President and Comptroller August 26, 1997
- ----------------------
Timothy P. Tierney (principal accounting and
financial officer)
7
<PAGE> 8
/s/ William J. Lloyd Director August 26, 1997
- --------------------
William J. Lloyd
/s/ David M. Collins Director August 26, 1997
- --------------------
David M. Collins
/s/ Thomas D. Collins Director August 26, 1997
- ---------------------
Thomas D. Collins
/s/ Nicholas S. Gentile, Jr. Director August 26, 1997
- ----------------------------
Nicholas S. Gentile, Jr.
/s/ Ronald Higgins Director August 26, 1997
- ------------------
Ronald Higgins
/s/ Richard Len Director August 26, 1997
- ---------------
Richard Len
/s/ Charles Lota Director August 26, 1997
- ----------------
Charles Lota
/s/ Dennis Pollack Director August 26, 1997
- ------------------
Dennis Pollack
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------- -------------------- ---------------------------------------------------- ------------
<S> <C> <C> <C>
4.0 Stock Certificate of Incorporated herein by reference from the Exhibits --
Wayne Bancorp, Inc. of the Registrant's Registration Statement on Form
S-1 filed with the SEC on March 18, 1996 and
declared effective on May 13, 1996.
5.0 Opinion of Muldoon, Filed herewith. 10
Murphy & Faucette
23.0 Consent of Muldoon, Contained in Exhibit 5.
Murphy & Faucette
23.1 Consent of KPMG Filed herewith. 13
Peat Marwick LLP
24 Power of Attorney Located on the signature page. --
</TABLE>
<PAGE> 1
EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE
<PAGE> 2
August 26, 1997
Board of Directors
Wayne Bancorp, Inc.
1195 Hamburg Turnpike
Wayne, New Jersey 07474
Re: Wayne Bancorp, Inc. 1996 Stock-Based Incentive Plan -
Registration Statement on Form S-8 for Offer and Sale of
312,393 Additional Shares of Common Stock
Lady and Gentlemen:
We have acted as counsel for Wayne Bancorp, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 312,393 shares of the Company's Common Stock, $.01 par value (the
"Shares"), to be issued under the Wayne Bancorp, Inc. 1996 Stock-Based Incentive
Plan (the "Plan").
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law and the
facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon the issuance of the
Shares in the manner described in the Plan, will be validly issued, fully paid
and nonassessable.
The following provisions of the Company's Certificate of Incorporation
may not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such provisions will not affect the duly authorized,
validly issued, fully paid and nonassessable status of the Common Stock:
<PAGE> 3
Board of Directors
Wayne Bancorp, Inc.
August 26, 1997
Page 2
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article EIGHTH,
which grant the Board the authority to construe and apply the provisions of
those Articles, subsection C.4 of Article FOURTH, to the extent that subsection
obligates any person to provide to the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection C.7 of Article
EIGHTH empowering the Board to determine the Fair Market Value of property
offered or paid for the Company's stock by an Interested Stockholder, in each
case to the extent, if any, that a court applying Delaware law were to impose
equitable limitations upon such authority; and
(b) Article NINTH which authorizes the Board to consider the effect of any offer
to acquire the Company on constituencies other than stockholders in evaluating
any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be filed with or furnished to
any governmental agency (other than the Securities and Exchange Commission in
connection with the aforementioned Registration Statement on Form S-8 in which
this opinion is contained) or any other person or entity without the prior
written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
<PAGE> 1
EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
We consent to incorporation by reference in the registration statement on Form
S-8 of Wayne Bancorp, Inc., regarding the Wayne Bancorp, Inc. 1996 Stock-Based
Incentive Plan, of our report dated January 15, 1997, relating to the
consolidated statements of financial condition of Wayne Bancorp, Inc. and
subsidiary as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1996 which report is
incorporated by reference in the December 31, 1996 annual report on Form 10-K of
Wayne Bancorp, Inc.
/s/ KPMG PEAT MARWICK LLP
Short Hills, New Jersey
August 22, 1997
