-----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, TWomvumbYufJyulUORZMP6/BDSqjkVvWqkTvAVscGSBp9xP/JUmmvcPG3x2NXIOw taW0yq0YVIBZGaLDmd8hgw== 0000914317-09-000242.txt : 20090202 0000914317-09-000242.hdr.sgml : 20090202 20090202150424 ACCESSION NUMBER: 0000914317-09-000242 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090202 DATE AS OF CHANGE: 20090202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE SAVINGS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0001036030 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 311557791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52007 FILM NUMBER: 09561167 BUSINESS ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 BUSINESS PHONE: 3302645767 MAIL ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 FORMER COMPANY: FORMER CONFORMED NAME: WAYNE SAVINGS BANKSHARES INC DATE OF NAME CHANGE: 19970319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE SAVINGS EMPLOYEE STOCK OWNERSHIP PLAN TRUST CENTRAL INDEX KEY: 0001317707 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WAYNE SAVINGS BANCSHARES INC STREET 2: 151 N. MARKET STREET CITY: WOOSTER STATE: OH ZIP: 44691 BUSINESS PHONE: (330) 264-5767 MAIL ADDRESS: STREET 1: WAYNE SAVINGS BANCSHARES INC STREET 2: 151 N. MARKET STREET CITY: WOOSTER STATE: OH ZIP: 44691 FORMER COMPANY: FORMER CONFORMED NAME: WAYNE SAVINGS COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST DATE OF NAME CHANGE: 20050214 SC 13G/A 1 sc13ga-97245_esop.htm SC 13G/A sc13ga-97245_esop.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)1


WAYNE SAVINGS BANCSHARES, INC.
(Name of Issuer)
 
 
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
 
 
94624Q 10 1
(CUSIP Number)
 
 
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 x  Rule 13d-1(b)
 o   Rule 13d-1(c)
 o   Rule 13d-1(d)


     1           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 the disclosures provided in a prior cover page.

The information required in 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

 
CUSIP NO. 94624Q 10 1
13G /A
Page 2 of 6 Pages


1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wayne Savings Employee Stock Ownership Plan Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
 
(b)  o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ohio
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
121,024
6.
SHARED VOTING POWER
 
92,158
7.
SOLE DISPOSITIVE POWER
 
121,024
8.
SHARED DISPOSITIVE POWER
 
92,158
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,182
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.1
12.
TYPE OF REPORTING PERSON
 
EP
 
 

 
NO. 94624Q 10 1
13G /A
Page 3 of 6 Pages

Item 1(a)
Name of Issuer:

Wayne Savings Bancshares, Inc.

Item 1(b)
Address of Issuer's Principal Executive Offices:

151 North Market Street
Wooster, Ohio 44691

Item 2(a)
Name of Person Filing:

Wayne Savings Employee Stock Ownership Plan Trust

Item 2(b)
Address of Principal Business Office or, if None, Residence:

Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, Ohio 44691

Item 2(c)
Citizenship:

Ohio

Item 2(d)
Title of Class of Securities:

Common Stock, par value $.10 per share

Item 2(e)
CUSIP Number:

94624Q 10 1

Item 3.
           If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(f)           x
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

Item 4.
Ownership.

 
(a)
Amount beneficially owned:   213,182

 
(b)
Percent of class: 7.1 (based upon 3,004,113 shares issued and outstanding as of February 2, 2009).
 
 

NO. 94624Q 10 1
13G /A
Page 4 of 6 Pages

 
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote 121,024                                  
 
(ii)
Shared power to vote or to direct the vote 92,158                                
 
(iii)
Sole power to dispose or to direct the disposition of 121,024            
 
(iv)
Shared power to dispose or to direct the disposition of 92,158         

The Wayne Savings Employee Stock Ownership Plan Trust (the "Trust") was established pursuant to the Wayne Savings Employee Stock Ownership Plan ("ESOP").  As of December 31, 2008, 121,024 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries and 92,158 shares were held, unallocated for allocation in future years.  Under the terms of the ESOP, the Trustee must vote the allocated shares held in the ESOP in accordance with the instructions of the participating employees.  Unallocated shares held in the ESOP generally will be voted by the ESOP Trustee in the same proportion for and against proposals to shareholders as the ESOP participants and beneficiaries actually vote shares of Common Stock allocated to their individual accounts, subject in each case to the fiduciary duties of the ESOP trustees and applicable law.  Any allocated shares which either abstain on the proposal or are not voted will be disregarded in determining the percentage of stock voted for and against each proposal by the participants and beneficiaries.

Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable since the reporting entity owns more than 5% of the class.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.
 
 


NO. 94624Q 10 1
13G /A
Page 5 of 6 Pages

 
Item 8.
Identification and Classification of Members of the Group.

Not applicable since the reporting entity is not a member of a group.

Item 9.
Notice of Dissolution of Group.

Not applicable since the reporting entity is not a member of a group.

Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



 

 
CUSIP NO. 94624Q 10 1
13G /A
Page 6 of 6 Pages


SIGNATURE


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.

 
WAYNE SAVINGS
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
 
 
 
 
February 2, 2009
By:
 /s/ Phillip E. Becker,
   
Phillip E. Becker, Trustee
 
 
February 2, 2009
By:
 /s/ H. Stewart Fitz Gibbon III
   
H. Stewart Fitz Gibbon III, Trustee

 
 
-----END PRIVACY-ENHANCED MESSAGE-----