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): October 13, 1998
WAYNE BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-20691 22-3424621
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
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: (973) 305-5500
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Not Applicable
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(Former name or former address, if changed since last Report)
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WAYNE BANCORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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The Registrant issued a press release on October 13, 1998, announcing
that it expects its merger with Valley National Bancorp ("Valley") to close on
October 16, 1998.
In connection with the merger, shareholders of the Registrant will
receive 1.10 shares of common stock of Valley for each share of common stock of
the Registrant they own.
Furthermore, the Registrant announced that it had terminated its
dividend reinvestment plan.
A copy of a press release issued October 13, 1998 by the Registrant is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits
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Exhibit 99.1 -- Press Release dated October 13, 1998.
Exhibit 99.2 -- Agreement and Plan of Merger dated as of May 29, 1998
(incorporated by reference to Agreement and Plan of Merger included as an
exhibit to the Registrant's Current Report on Form 8-K filed with the Commission
on June 2, 1998.
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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, thereunto duly authorized.
WAYNE BANCORP, INC.
Date: October 13, 1998 By: /s/Johanna O'Connell
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Johanna O'Connell
President
EXHIBIT 99.1
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[WAYNE BANCORP LETTERHEAD]
Wayne Bancorp, Inc. Contact: Johanna O'Connell
Wayne, New Jersey President
(973) 305-5500
For Immediate Release
October 13, 1998
Wayne Bancorp, Inc. (Nasdaq: WYNE) announced today that it expects its merger
with Valley National Bancorp to close on October 16, 1998.
Wayne and Valley have received all necessary shareholder and bank regulatory
approvals for the transaction. Valley's average stock price during the relevant
measuring period was above the level which would have triggered the Merger
Agreement's "walkaway" provisions. In addition, Wayne has met the earnings test
in the Merger Agreement which gave Valley the right to terminate the agreement
if Wayne's net operating income (subject to certain exclusions) fell below
$375,000 in any fiscal quarter after March 31, 1998.
Wayne anticipates that the remaining conditions to closing, such as deliveries
of legal opinions and officers certificates, will be satisfied at the closing.
One condition to closing is that Valley receive a letter from its independent
public accountants indicating that the merger will qualify for pooling of
interest accounting treatment. Wayne plans to issue approximately 170,000 shares
of treasury stock in a private placement prior to the closing so that the merger
will not fail to qualify as a pooling.
On a related note, Wayne announced that it has canceled its dividend
reinvestment plan in contemplation of the closing of the merger.
