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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 9 )*
WAYNE BANCORP, INC.
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Common Stock
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944291103
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(CUSIP Number)
Richard Whitman, The Benchmark Company, Inc., 750 Lexington Avenue,
New York, NY 10022, (212) 421-4080
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has hled no amendment subsequent thereto
reporting beneficial ownership of hve percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subjcct to all other provisions of the Act (however, see the
Notes).
<PAGE>
The statement on Schedule 13D which was filed on August 5, 1996, Amendment
#1 filed on August 27, 1996, Amendment #2 filed on September 4, 1996 Amendment
#3 filed on October 15, 1996, Amendment #4 filed on December 23, 1996, Amendment
#5 filed on February 27, 1997, Amendment #6 filed on May 29, 1997, Amendment #7
filed on December 18, 1997, and Amendment #8 filed on January 20, 1998, on
behalf of Seidman and Associates, L.L.C. ("SAL"), Seidman and Associates II,
L.L.C. ("SALII"), Seidman Investment Partnership ("SIP"), L.P., Lawrence B.
Seidman, Individually ("Seidman"), Benchmark Partners LP ("Partners"), The
Benchmark Company, Inc. ("TBCI"), Richard Whitman, Individually ("Whitman"),
Lorraine Di Paolo ("Di Paolo"), Individually and Dennis Pollack, Individually
("Pollack") (collectively, the "Reporting Persons") with respect to the
Reporting Persons' beneficial ownership of shares of Common Stock, $.01 par
value (the "Shares"), of Wayne Bancorp, Inc., a Delaware Corporation (the
"Issuer"), is hereby amended as set forth below. Such Statement on Schedule 13D
is hereinafter referred to as the "Schedule 13D". Terms used herein which are
defined in the Schedule 13D shall have their respective meanings set forth in
the Schedule 13D.
4. Purpose of Transaction
The Reporting Persons requested that the Issuer add Lawrence B. Seidman to
the Issuer's Board of Directors. The Issuer has denied Mr. Seidman's request,
and therefore Mr. Seidman has notified the Issuer that the Reporting Persons,
who comprise the Wayne Bancorp, Inc. Committee to Preserve Shareholder Value,
will conduct a proxy contest to elect Mr. Seidman to the Issuer's Board of
Directors.
On January 23, 1998, the Reporting Person filed for an Order to Show Cause
and a Complaint seeking (a) an Order directing Wayne Bancorp, Inc. to forthwith
provide Plaintiffs, or their representatives, with copies of Shareholders' Lists
in paper and magnetic tape form; (b) an Order directing that, in the event Wayne
Bancorp, Inc. produces the paper form of the Shareholders' Lists, for copying,
same shall be produced in New Jersey and at a place with adequate photocopying
facilities that shall be made available to Plaintiffs or their designees, so
that they can copy same; (c) an Order directing Wayne Bancorp, Inc. to update
the record holder information, which is set forth on the Shareholders' Lists on
a daily basis, or at the shortest other reasonable interval available, until the
final record date for the Annual Meeting of Shareholders; (d) an Order
directing that Wayne Bancorp, Inc. shall provide Plaintiffs with the name of
each shareholder who has filed a proxy with it or its representative up to three
(3) days after the date Plaintiffs receive the Shareholders' Lists; (e) an Order
directing that the Shareholders' Lists delivered to Plaintiffs shall include the
so-called NOBO/CEDE/Philadep lists.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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January 23, 1998 ss/Richard Whitman,
Date
Richard Whitman, President
The Benchmark Company, Inc.
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January 23, 1998 ss/Dennis Pollack
Date Dennis Pollack, Individually
