-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxCM/3JCDdd5ynrpeVeH7PKv/yaUj9tJRwl+yYtQPIhkBphlxs/J1WjqczLmY/KC Bv4EWldgpSrMN6haSFkQaw== 0000946275-98-000237.txt : 19980414 0000946275-98-000237.hdr.sgml : 19980414 ACCESSION NUMBER: 0000946275-98-000237 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980413 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE BANCORP INC /DE/ CENTRAL INDEX KEY: 0001011032 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223424621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-20691 FILM NUMBER: 98592166 BUSINESS ADDRESS: STREET 1: 1195 HAMBURG TURNPIKE CITY: WAYNE STATE: NJ ZIP: 07474 BUSINESS PHONE: 2013055500 MAIL ADDRESS: STREET 1: 1195 HAMBURG TNPK CITY: WAYNE STATE: NJ ZIP: 07474 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- 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 ---------------------------------- - 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 --------------------- --------------------- Commission Number: 0-20691 WAYNE BANCORP, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) New Jersey 22-3424621 - --------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 1195 Hamburg Turnpike, Wayne, New Jersey 07474 - ---------------------------------------- ---------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (973) 305-5500 -------------- Securities registered pursuant to Section 12(b) of the Act: None ------------ Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share --------------------------------------- (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 --- --- 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) PART II Item 4. Exhibits, Financial Statements, Schedules and Reports on Form 8-K. (a)(3) Exhibits 23. Consent of Independent Auditor 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 ----------------------------------------- Harold P. Cook, III Chairman of the Board and CEO (Principal Executive Officer) Date: April 13, 1998 By: /s/Timothy P. Tierney ----------------------------------------- Timothy P. Tierney Vice President and Comptroller (Principal Financial and Accounting Officer) Date: April 13, 1998 EX-23 2 EXHIBIT 23 EXHIBIT 23 Independent Auditors' Consent ----------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----