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): October 31, 2003
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23433 31-1557791
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
151 North Market Street, Wooster, Ohio 44691
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 264-5767
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and FD Disclosures.
On October 31, 2003, Wayne Savings Bancshares, Inc. ("Wayne Savings
Bancshares") and its wholly owned subsidiary, Wayne Savings Community Bank, an
Ohio savings and loan association, entered into a definitive agreement (the
"Merger Agreement") to acquire Stebbins Bancshares, Inc. and its national bank
subsidiary, Stebbins National Bank of Creston, Ohio, in an all-cash merger
valued at approximately $5.2 million. The Merger Agreement provides, among other
things, for the merger of Stebbins Bancshares, Inc. with and into Wayne Savings
Bancshares, with Wayne Savings Bancshares being the surviving entity, to be
immediately followed by the merger of Stebbins National Bank with and into Wayne
Savings Community Bank, with Wayne Savings Community Bank as the surviving
financial institution (collectively, the "Merger").
Pursuant to the Merger Agreement, Wayne Savings Bancshares will pay the
stockholders of Stebbins Bancshares, Inc. cash consideration aggregating
approximately $5.2 million, or $291.32 per share (the "Per Share Merger
Consideration"). The Per Share Merger Consideration is subject to downward
adjustment, in the following amounts, in the event of either of the following
circumstances: (i) if certain non-accrual loans, currently identified on the
books of Stebbins National Bank, remain on Stebbins' books at the effective time
of the Merger and (a) the remaining principal balances of these loans exceed
$100,000, or (b) the remaining principal balances of these loans do not exceed
$100,000, however, the market value of the collateral securing the loans, at the
effective time of the Merger, is less than 200% of the remaining principal
balances, then the Per Share Merger Consideration will be reduced by $8.40 per
share; or (ii) if, as of the month end immediately preceding the effective time
of the Merger, Stebbins Bancshares' per share stockholders' equity, calculated
in accordance with GAAP, is less than $184.87, then the Per Share Merger
Consideration will be reduced to the extent of such shortfall.
Pursuant to the Merger Agreement, Stebbins Bancshares has agreed to pay
Wayne Savings Bancshares a termination fee in the amount of $250,000 if, among
other things, Stebbins Bancshares terminates the Merger Agreement following an
acquisition proposal made with respect to Stebbins Bancshares, by a potential
acquirer other than Wayne Savings Bancshares.
The respective Boards of Directors of Wayne Savings Bancshares, Inc.,
Wayne Savings Community Bank and Stebbins Bancshares, Inc. and Stebbins National
Bank have each approved the agreement. Additionally, the individual members of
the Board of Directors of Stebbins Bancshares have each entered into an
agreement under which they will vote their shares of Stebbins common stock in
favor of the Merger Agreement. Due diligence has been completed. Consummation of
the transaction is subject to certain conditions, including the receipt of all
required regulatory approvals as well as stockholder approval by Stebbins. The
transaction is structured as a tax-free reorganization. It is expected that the
transaction will be completed during the second calendar quarter of 2003.
The Merger Agreement is filed herewith as Exhibit 2 and is incorporated
herein by this reference.
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A press release, dated October 31, 2003, announcing the signing of the
definitive Merger Agreement is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger By and Between Wayne Savings
Bancshares, Inc., Wayne Savings Acquisition Subsidiary, Inc.,
Wayne Savings Community Bank and Stebbins Bancshares, Inc. and
Stebbins National Bank, dated as of October 31, 2003.
Exhibit 99 Press Release dated October 31, 2003.
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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, hereunto duly authorized.
WAYNE SAVINGS BANCSHARES, INC.
DATE: November 5, 2003 By: /s/ Charles F. Finn
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Charles F. Finn
President and Chief Executive Officer
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