UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
__X___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file num 014612
For the Quarter EndJune 30, 1998
WAYNE BANCORP, INC
(Exact name of registrant as specified in its charter)
OHIO 34-1516142
(State or other jurisdiction(IRS Employer Identification
incorporation or organizatioNumber)
112 West Liberty Street
P.O. Box 757
Wooster, Ohio 44691 44691
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (330) 264-1222
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 preceeding 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_____
Number of shares of Common Stock, Stated Value $1.00 per Share, issued and
outstanding at July 31, 1998, the latest prac 4,917,219
INDEX
WAYNE BANCORP, INC.
FORM 10-Q
For the Quarter Ended June 30, 1998
PART I. FINANCIAL INFORMATION PAGE NO.
Item I. Financial Statements (Unaudited)
Consolidated Balance Sheets............ 1
Consolidated Statements of Income
and Comprehensive Income...... 2
Consolidated Statements of Cash Flows.. 3
Notes to Consolidated Financial Stateme 4,5
Item II. Management's discussion and analysis of financial
condition and results of operations..... 6,7,8,9
Item III. Quantitative and Qualitative Disclosures about
Market Risk........................... 10
PART II. OTHER INFORMATION.............................. 10
SIGNATURES................................................ 11
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands of dollars) June 30, December 31,
1998 1997
----------------------
ASSETS
Cash and Due From Banks........................ $16,409 $23,306
Federal Funds Sold............................. 18,450 7,785
----------------------
Total Cash and Cash Equivale 34,859 31,091
Securities Available-for-Sale ................ 153,154 141,922
Loans ....................................... 310,049 324,442
Allowance for Loan Losses... (5,027) (4,923)
----------------------
Net Loans................... 305,022 319,519
Premises and Equipment......................... 8,914 8,923
Accrued interest receivable and other assets... 9,192 6,926
----------------------
TOTAL ASSETS................................... $511,141 $508,381
======================
LIABILITIES
Deposits
Interest Bearing.......................... $351,635 $347,898
Non-Interest Bearing...................... 59,248 61,967
----------------------
Total Deposits.............. 410,883 409,865
Securities Sold Under Agreements to Re......... 36,470 37,503
Other Liabilities.............................. 5,643 5,203
----------------------
Total Liabilities........... 452,996 452,571
SHAREHOLDERS' EQUITY
Common Stock, Stated Value $1.................. 4,917 4,917
Shares Authorized 12,000,000 in 1998
5,400,000 in 1997
Shares outstanding - 4,917,203 in 1998
4,916,933 in 1997
Paid In Capital................................ 13,016 13,021
Retained Earnings.............................. 40,016 37,347
Treasury Stock................................. (722) (173)
Unrealized gain on Securities Available-for-Sal 918 698
----------------------
Total Shareholders' Equity.. 58,145 55,810
----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..... $511,141 $508,381
======================
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended Six Months Ended
(In thousands of dollars, except per June 30, June 30,
share data) 1998 1997 1998 1997
----------------------------------------
INTEREST INCOME:
Interest and Fees on Loans............ $7,220 $6,865 $14,395 $13,258
Interest and Dividends on Securities:
Taxable.......................... 1,758 1,745 3,452 3,594
Nontaxable....................... 411 393 781 781
Other Interest Income................. 195 36 350 117
----------------------------------------
Total Interest Income 9,584 9,039 18,978 17,750
INTEREST EXPENSE:
Interest on Deposits.................. 3,746 3,430 7,382 6,804
Interest on Repurchase Agreements..... 376 376 765 712
Interest on Other Borrowed Funds...... 17 10 41 30
----------------------------------------
Total Interest Expense 4,139 3,816 8,188 7,546
NET INTEREST INCOME................... 5,445 5,223 10,790 10,204
Provision for Loan Losses............. 60 226 120 453
----------------------------------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.... 5,385 4,997 10,670 9,751
OTHER INCOME:
Service Charges on Deposits........... 426 429 839 842
Income from Fiduciary Activities...... 300 270 600 540
Other Non-Interest Income............. 154 77 251 225
Gain (Loss) on Security Sales......... (1) (8)
----------------------------------------
Total Other Income. 880 775 1,690 1,599
OTHER EXPENSES:
Salaries and Employee Benefits........ 1,819 1,816 3,729 3,659
Occupancy and Equipment............... 442 414 897 837
Other Non-Interest Expenses........... 1,350 1,359 2,612 2,696
----------------------------------------
Total Other Expenses 3,611 3,589 7,238 7,192
INCOME BEFORE INCOME TAX EXPENSE...... 2,654 2,183 5,122 4,158
INCOME TAX EXPENSE.................... 731 715 1,482 1,381
----------------------------------------
NET INCOME............................ 1,923 1,468 3,640 2,777
========================================
Other Comprehensive Income, net of tax
Unrealized gain/(loss) on available-for-sale
securities arising during the peri 220 484 220 (252)
Reclassification adjustment for amounts realized
on securities sales included in n 1 8
----------------------------------------
COMPREHENSIVE INCOME.................. $2,143 $1,953 $3,860 2,533
========================================
NET INCOME PER SHARE $0.39 $0.30 $0.74 $0.57
DIVIDENDS PER SHARE $0.11 $0.09 $0.20 $0.18
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
(In thousands of dollars) June 30,
1998 1997
- ---------------------------------------------------------------------
OPERATING ACTIVITIES
Net Income..................................... $3,640 $2,777
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses............... 120 453
Depreciation and amortization........... 497 398
Amortization of security premiums
and discounts (26) 56
Increase in interest receivable......... (945) (60)
Decrease in interest payable............. (99) (94)
Other, (net)............................ (1,055) (755)
----------------------
Net Cash Provided by Operating Activities...... 2,132 2,775
INVESTING ACTIVITIES
Purchase of securities available-for-sale..... (41,206) (17,434)
Proceeds from matured securities available-
for-sale.......................... 30,331 28,684
Proceeds from sale of securities available-
for-sale.......................... 0 6,983
Net (increase) decrease in loans and leases.... 2,276 (19,170)
Proceeds from the sale of loans................ 11,915
Purchase of premises and equipment............. (488) (223)
----------------------
Net cash provided by investing activities...... 2,828 (1,160)
FINANCING ACTIVITIES
Net increase (decrease) in deposits............ 1,018 (5,815)
Net increase (decrease) in repurchase agreement (737) (2,286)
Cash dividends................................. (924) (1,077)
(Increase)decrease in treasury stock........... (549) 41
----------------------
Net cash (used) by financing activities........ (1,192) (9,137)
Increase (Decrease) in cash and cash equivalent 3,768 (7,522)
Cash and cash equivalents at
beginning of period........................ 31,091 28,369
----------------------
Cash and cash equivalents at end of period..... $34,859 $20,847
======================
Cash basis payments for federal income taxes... $1,525 $1,270
Cash basis payments for interest expense....... $8,287 $7,640
See notes to consolidated financial statements.
WAYNE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting standards for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included and such adjustments
are of a normal recurring nature. Certain prior year amounts have been
reclassified to conform with current financial statement presentation.
The consolidated financial statements include the accounts of
Wayne Bancorp, Inc. (the Company, and its wholly-owned
subsidiaries Wayne County National Bank (Wayne) and the Chippewa
Valley Bank (Chippewa). The financial statements of Wayne
include the accounts of its wholly-owned subsidiary, Wayne
National Company. All significant intercompany transactions
have been eliminated.
On March 31, 1998, the Company acquired all of the outstanding
shares of Chippewa Valley Bancshares, Inc., parent company of
The Chippewa Valley Bank. Shareholders of Chippewa received
2.1916 shares of the Company's common stock for each share of
Chippewa stock owned. The transaction was accounted for as a
pooling of interests, where the historical carrying values of
Chippewa's assets were carried forward to the consolidated
financial statements, without change. All prior financial
information has been restated to conform to the current
financial statement presentation.
Under a new accounting standard adopted on January 1, 1998,
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," comprehensive income is
reported for all periods. Comprehensive income includes both
net income and other comprehensive income. Other comprehensive
income includes the change in unrealized gains and losses on
securities available for sale.
2. Securities:
Securities are classified as available-for-sale. Available-for-sale
securities are those which may be sold by the Company if needed
for liquidity, asset-liability management, or other reasons.
Securities available-for-sale are reported at fair value, with unrealized
gains or losses included as a separate component of equity, net of tax.
Realized gains or losses are determined based on the amortized cost of the
specific security sold.
There were no security sales during the first half of 1998. During the
six months ended June 30, 1997, the proceeds from the sale of
securities available-for-sale were $6.98 million with gross realized gains
of $2 thousand and gross realized losses of $10 thousand included in
earnings.
Summary of Amortized Cost and Fair Values of Securities Available-for-sale:
June 30, 1998
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-----------------------------------------
U.S. Treasury............... $28,052 $196 ($1) $28,247
Federal Agency Obligations.. 40,079 208 (23) 40,264
Federal Agency Pools........ 25,401 190 (19) 25,572
Obligations of states and
political subdivisions.... 32,142 607 (37) 32,712
Corporate Obligations...... 23,405 78 (30) 23,453
Other securities............ 2,685 228 (7) 2,906
-----------------------------------------
$151,764 $1,507 ($117) $153,154
=========================================
December 31, 1997
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-----------------------------------------
U.S. Treasury............... $29,832 $205 ($9) $30,028
Federal Agency Obligations.. 28,657 173 (31) 28,799
Federal Agency Pools........ 27,533 176 (48) 27,661
Obligations of states and
political subdivisions.... 26,627 463 (10) 27,080
Corporate Obligations....... 25,888 23 (59) 25,852
Other securities............ 2,326 178 (2) 2,502
-----------------------------------------
$140,863 $1,218 ($159) $141,922
=========================================
3. Loans:
Loans are comprised of the following:
June 30, December 31,
1998 1997
--------------------
Commercial loans......................$113,283 $124,913
Real Estate loans..................... 131,169 132,445
Installment loans..................... 50,708 52,332
Lease Financing....................... 3,099 3,317
Home Equity loans..................... 11,190 10,651
Credit Card........................... 520 593
Other loans........................... 80 191
--------------------
Total..............$310,049 $324,442
====================
During the second quarter of 1998, the Company sold approximately $11.9 million
of 1-4 family residential real estate mortgage loans. Of this, approximately
$3.9 million were classified as held for sale at March 31, 1998. The remainder
was primarily made up of loans originated in the second quarter of 1998.
There were no loans classified as held for sale at December 31, 1997 or at
June 30, 1998.
4. Per Share Data:
Per share data is calculated based on 4,904,484 average common shares for
the three months ended June 30, 1998 and 4,904,862 average common shares for
the six months ended June 30, 1998. The corresponding numbers for the same
periods in 1997 were 4,914,727 and 4,913,784. All per share data has been
adjusted to reflect stock splits and dividends where applicable.
ITEM II - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
The main objectives of asset/liability management are to
provide adequate liquidity and to minimize interest rate risk.
Liquidity is the ability to meet cash flow needs, which in the
banking industry, refers to the Company's ability to fund customer
borrowing needs as well as deposit withdrawals. The Company's
primary source of liquidity is the daily Federal Funds Sold and
Securities available-for-sale. In addition, other assets such as
Cash and Due From Banks and maturing loans also provide
additional sources of liquidity. At June 30, 1998, the amount of
Cash and due from banks and securities and loans with scheduled
maturities within the next three months was $117 million. The Company
continues to keep a balance between short and long-term
investments and securities that will provide adequate liquidity
and simultaneously maximize earnings. Based on the Company's
capital position, profitability and reputation, the available
liquidity sources are considered adequate to meet the current
and projected needs of the Company.
Capital__
The Company's capital adequacy is a primary concern in our
industry today and is measured by several key ratios. A long
standing measure of capital adequacy is the percentage of
shareholders' equity to total assets. At June, 1998, the
Company's equity-to-asset ratio adjusted by the impact of FAS
#115 was 11.2% compared to 10.8% at December 31, 1997.
Regulators of the banking industry focus primarily on two other
measurements of capital - the risk based capital ratio and the
leverage ratio. The risk based capital ratio consists of a
numerator of allowable capital components and a denominator of
an accumulation of risk weighted assets. With a significant
portion of the Company's investment securities portfolio in
government related low risk categories and a fair amount of the
loan portfolio in one to four family mortgage loans with a 50%
risk assessment, the risk based capital ratio is 19.2% at June
30, 1998, and 18.6% at December 31, 1997.
The regulators require a minimum leverage capital ratio above
3%. They will expect most banks to maintain leverage ratios in
the 4-5% range. The leverage ratio is calculated as equity
capital less certain intangible assets divided by total assets less
the same intangible assets. At June 30, 1998, and December 31,
1997, the ratios were 10.9% and 10.6% respectively.
The Company's deposit insurance premiums which are paid to the
Federal Deposit Insurance Corporation are based on these capital
ratios. The FDIC considers a bank "adequately capitalized" if
the capital ratios are: Total equity 8% Tier 1 risk based
capital of 4% and a leverage ratio of 4%. The FDIC considers a
bank "well capitalized" with comparable capital ratios of 10%,
6% and 5%. The Company is considered "well capitalized",
and therefore is subject to the lowest deposit insurance
premiums available.
Management is not aware of any matters subsequent to June 30, 1998
that would cause the Company's capital category to change.
Financial_Condition__
The total assets of the Company increased by $2.8 million or .5%
from December 31, 1997 to June 30, 1998. Net loans have decreased by $14.5
million for the first six months on 1998 due to the payoff of two large
commercial loans in early February that amounted to over $11 million and the
sale of $11.9 million of 1-4 family real estate mortgage loans. The loan
payoffs were not within management's control, and management does not feel
that this is a trend in the commercial lending area. However, competitive
pressures from the "super-regional" banks who are offering loan interest rates
that are under the "prime" lending rate is beginning to effect the loan totals.
Management has no intention of beginning a "sub-prime" lending practice.
The mortgage lending area has experienced growth of $10.6 million in the
six months of 1998 (offset by the sale of $11.9 million of loans in the second
quarter) due to favorable interest rates on these types of loans. During the
second quarter, management felt that the mortgage portfolio was at a point
where it represents an increased amount of interest rate risk to the Company's
balance sheet. Because of this increased risk, and the thought that interest
rates are more likely to be rising over the next 24 months, the decision
was made to sell $11.9 million of the mortgage portfolio. The loan sale resulted
in a net loss of approximately $32 thousand.
Management expects interest rates to be volitile and slightly rising for
the next twelve to twenty-four months. Due to this, management may consider the
sale of additional mortgage loans if conditions within the balance sheet
warrant. There are no loans held for sale at June 30, 1998. It is management's
expectation that if loans are sold in the 3rd or 4th quarter of 1998, those
loans would have been originated in the same time frame.
Total securities available-for-sale and fed funds sold increased by $21.9
million through the second quarter of 1998. This increase is due mainly to
$11.9 million of mortgage loans which were sold in the second quarter and the
payoff in February of this year of over $11 million in two commercial loans.
Management is keeping these funds in a short position within the portfolio to
fund future commercial loan growth.
Total deposits increased by $1.0 million for the six months of 1998.
The Company normally experiences a decline in deposits during the first six
months as mainly corporate customers draw their funds out that were on deposit
at year end. This was not the case in the first half of 1998. The Company has
begun to see a slight in-flow of deposits during the first part of the third
quarter. Deposit growth is difficult in today's financial markets due to the
wide variety of higher yielding investment options available to our customers.
This low level of deposit growth is being experienced throughout the banking
industry. Management feels that as long as these higher yielding options exist,
such as the stock market, banks will have continued problems with deposit
growth. The Company does have other sources of funds that will provide adequate
funds to enable the continued growth of the Company.
Results_of_Operations__
Net income was $3,640,000 for the first six months of 1998 compared
to $2,777,000 for the same period in 1997. Earnings per share for the
six months ended June 30, 1998 and 1997 were $.74 and $.57 per
share respectively. Dividends were $.20 per share in the first six months of
1998 and $.18 per share for the first six months in 1997.
For the three months ended June 30, 1998 net income was $1,923,000 or $.39
per share with dividends paid of $.11 per share. This compares with net income
of $1,468,000 or $.30 per share and dividends of $.10 per share for the same
quarter ended June 30, 1997. All per share numbers have been adjusted
for the issuance of 981,837 shares for the merger of Chippewa Valley Bancshares.
Total interest and fee income for the first six months increased
$1.2 million or 6.9% compared to the prior year. This increase is primarliy
due to the increase in the average balance of earning assets.
Total earning assets were $481.7 and $447.1 million at June 30, 1998 and
June 30, 1997. The increase in earning assets is due primarily to the growth in
the loan portfolio of $1.9 million and $31.5 million of growth in the securities
and federal funds sold areas. The weighted interest earned on those assets were
7.87% and 7.94% respectively.
Total interest bearing liabilities at June 30, 1998 and June 30, 1997 were
$389.7 and $386.7 million respectively. The weighted interest rate paid for
these deposits has increased from 3.90% at June 30, 1997 to 4.20% at
June 30, 1998.
The net effect of the changes in interest earning assets and interest
paying liabilities, combined with the repricing that has occurred since
June 30, 1997 caused an increase in net interest income of $586 thousand or
5.7% for the six months ended June 30, 1998.
The provision for loan losses for the first six months of 1998 was $120
thousand compared to $453 thousand for the same period in 1997. This decrease
is due to the reserve position at Chippewa Valley Bank being under where
management felt necessary in 1997. At the end of the second quarter of 1998,
that reserve is considered adequate and sufficient given the makeup of the
loan portfolio there.
Total other expenses increased by $46 thousand for the six months ended
June 30, 1998 compared with the same period in 1997. Occupancy and equipment
expense increased by $60 thousand or 7.2% due primarily to technology upgrades
and the opening of a new office. Salaries and employee benefits increased $70
thousand or 1.9% to $3.73 million for the quarter ended June 30, 1998 compared
to $3.66 million for the same period in 1997. The increase is due to normal
annual merit increases. Additionally, the Company operates in a highly
competitive market for lower cost labor, and necessarily maintains base wages
higher in order to retain the current staff.
The other non-interest expenses declined $84 thousand for the first six
months of 1998 as compared to the same period in 1997. The primary reasons for
the decline is a reduction in computer related expenses and data processing.
Year 2000 Issue (Y2K)
Many computer programs that are in use today use only two digits
to indicate which year is represented. If such computer
applications are not changed to allow the data field to reflect
the change in the century, the application may fail or create
erroneous results at the Year 2000 due to the improper sequence
of the year changing from "99" to "00".
Management of the Company has conducted an evaluation of all
significant computer systems used in the business of the Company
to determine whether such systems will function at the change of
the century. Management determined that most programs are or
will be capable of identifying the turn of the century. In
order to prevent potential credit quality issues, management is
also assessing the Year 2000 compliance status of major loan
customers to determine whether or not such entities are taking
steps to ensure their systems will function properly in the Year
2000. Management closely monitors the issue and full compliance
is expected by the end of 1998. Management anticipates to spend
a total of approximately $250 thousand related to the Y2K issue.
ITEM III - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Asset and Liability Management and Market Risk
The Company's primary market risk exposure is interest rate risk
and, to a lesser extent, liquidity risk. The Company does not
maintain a trading account for any class of financial instruments
and the Company is not affected by foreign currency exchange
rate risk or commodity price risk. Because the Company does not
hold any equity securities other than stock in the FHLB of
Cincinnati and an insignificant investment in other equity
securities, the Company is not subject to equity price risk.
Interest rate risk is the risk that the Company's financial
condition will be adversely affected due to movements in
interest rates. The Company, like other financial institutions,
is subject to interest rate risk to the extent that its
interest-earning assets reprice differently than its
interest-bearing liabilities. The income of financial
institutions is primarily derived from the excess of interest
earned on interest-earning assets over the interest paid on
interest-bearing liabilities. One of the Company's principal
financial objectives is to achieve long-term profitability while
reducing its exposure to fluctuations in interest rates.
Accordingly, the Company places great importance on monitoring
and controlling interest rate risk.
There are several methods employed by the Company to monitor and
control interest rate risk. One such method is using a gap
analysis. The gap is defined as the repricing variance between
rate sensitive assets and rate sensitive liabilities within
certain periods. The repricing can occur due to changes in
rates on variable rate products as well as maturities of
interest-earning assets and interest-bearing liabilities. A
high ratio of interest sensitive liabilities, generally referred
to as a negative gap, tends to benefit net interest income
during periods of falling interest rates as the average rate
paid on interest-bearing liabilities declines faster than the
average rate earned on interest-earning assets. The opposite
holds true during periods of rising interest rates. The Company
attempts to minimize the interest rate risk through management
of the gap in order to achieve consistent shareholder return.
The Company's Asset and Liability Management Policy is to
maintain a fairly neutral gap position of -10% to +10% in both
the short- and long-term periods. At June 30, 1998, the
Company had a gap position of -4.02% of total assets for a one
year period. Another strategy used by the Company is to
originate variable rate loans tied to market indices. Such
loans reprice on an annual, quarterly, monthly or daily basis as
the underlying market index change. Currently, approximately
39%, of the Company's loan portfolio reprices on at least
an annual basis. The Company also invests excess funds in
liquid federal funds that mature and reprice on a daily basis.
The Company also maintains all of its securities in the
available for sale portfolio to take advantage of interest rate
swings and to maintain liquidity for loan funding and deposit
withdrawals.
The Company's 1997 annual report details a table which provides
information about the Company's financial instruments that are
sensitive to changes in interest rates as of December 31, 1997.
The table is based on information and assumptions set forth in
the notes. The Company believes the assumptions utilized are
reasonable. For loans, securities and liabilities with
contractual maturities, the table represents principal cash
flows and the weighted average interest rate. For variable rate
loans the contractual maturity and weighted-average interest
rate was used with an explanatory footnote as to repricing
periods. For liabilities without contractual maturities such as
demand and savings deposit accounts, a decay rate was utilized
to match their most likely withdrawal behavior. Management
believes that no events have occurred since December 31, 1997
which would significantly change the ratio of rate sensitive
assets to rate sensitive liabilities for the given time horizons.
WAYNE BANCORP, INC.
PART II - OTHER INFORMATION
_____________________________________________________________
ITEM 1 - Legal Proceedings:
NONE
ITEM 2 - Changes in securities:
NONE
ITEM 3 - Defaults upon senior securities:
NONE
ITEM 4 - Submission of matters to a vote of securities holders:
(a) None
(d) None
ITEM 5 - Other information:
NONE
ITEM 6 - Exhibits and reports on Form 8-K:
NONE
______________________SIGNATURES______________________________
Pursuant to the requirements of the Securities and 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.__
(Registrant)
Date ____August_12,_1998____ ____________________________
David L. Christopher,
Chairman, President & CEO
Date ____August_12,_1998____ ____________________________
David P. Boyle, CPA
Treasurer
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