SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K\A
(Mark One)
[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
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- or -
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|_| EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission Number: 0-20691
WAYNE BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
New Jersey 22-3424621
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
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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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The Registrant's voting stock trades on the Nasdaq National Market
under the symbol "WYNE." The aggregate market value of the voting stock held by
non-affiliates of the registrant, was $47,731,817 and is based on the last sales
price as listed on the Nasdaq Stock Market for March 16, 1998 ($24.875 per share
based on 1,918,867 shares of common stock.
The Registrant had 2,013,124 shares outstanding as or March 16, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the Fiscal Year Ended
December 31, 1997. (Parts I, II and IV)
2. Portions of the Proxy Statement for the 1998 Annual Meeting of
Stockholders. (Part III)
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PART II
Item 4. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a)(3) Exhibits
23. Consent of Independent Auditor
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/Harold P. Cook, III
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Harold P. Cook, III
Chairman of the Board and CEO
(Principal Executive Officer)
Date: April 13, 1998
By: /s/Timothy P. Tierney
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Timothy P. Tierney
Vice President and Comptroller
(Principal Financial and Accounting
Officer)
Date: April 13, 1998
EXHIBIT 23
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Independent Auditors' Consent
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The Board of Directors
Wayne Bancorp, Inc.:
We consent to incorporation by reference in the registration statements No.
333-34505 and No. 333-34503 on Forms S-8 of Wayne Bancorp, Inc. of our report
dated January 21, 1998, relating to the consolidated statements of financial
condition of Wayne Bancorp, Inc. and Subsidiary as of December 31, 1997 and 1996
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, 1997, which report is incorporated by reference in the December 31,
1997 annual report on Form 10-K of Wayne Bancorp, Inc.
KPMG Peat Marwick LLP
Short Hills, New Jersey
March 30, 1998
