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): March 20, 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 announced that its Board of Directors has determined
that it is in the best interest of its stockholders to seek a sale or merger of
the Company and that it engaged Sandler O'Neill to assist the Registrant in
seeking a partner.
For further details, reference is made to the Press Release dated March
20, 1998, which is attached hereto as Exhibit 99.1 and incorporated herein by
this reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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Exhibit 99.1 -- Press Release dated March 20, 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: March 23, 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
March 20, 1998
Wayne Bancorp, Inc. (Nasdaq: WYNE) announced today that its Board of Directors
has determined that it is in the best interest of its stockholders to seek a
sale or merger of the Company. The Company has engaged Sandler O'Neill to assist
the Company in seeking a partner. Mr. Harold Cook, Chairman and CEO said "in
connection with the solicitation of proxies for the annual stockholders meeting,
it has become clear that a substantial number of stockholders, including those
who support management of the Company, support a sale of the Company."
As a matter of policy, the Company does not intend to comment publicly
concerning any proposals that may be received or any possible negotiations the
Company may enter into in connection with any such proposals until the Company
determines that public disclosure would be appropriate. At this time, it is not
possible to determine whether the Company will receive any expression of
interest that will be acceptable to the Company.
