UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)(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, 2006
______________________________________________________________________________
(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)
[ ] Rule 13d-1(c)
[ ] 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).
Page 1 of 6 Pages
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) [ ]
(b) [ ]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
------------------------------------------------------------------------------
5. SOLE VOTING POWER
111,362
NUMBER OF ----------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 112,657
EACH ----------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH
111,362
----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
112,657
------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,019
------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
EP
------------------------------------------------------------------------------
CUSIP 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).
CUSIP NO. 94624Q 10 1 13G/A Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned: 224,019
(b) Percent of class: 7.0% (based upon 3,194,109 shares issued
and outstanding as of February 8, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 111,362
---------
(ii) Shared power to vote or to direct the vote 112,657
---------
(iii) Sole power to dispose or to direct the disposition of 111,362
---------
(iv) Shared power to dispose or to direct the disposition of 112,657
-------
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, 2006, 112,657
shares of Common Stock were allocated to individual accounts
established for participating employees and their beneficiaries
and 111,362 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
CUSIP NO. 94624Q 10 1 13G/A Page 5 of 6 Pages
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.
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 9, 2007 By: /s/ Phillip E. Becker
---------------------------
Phillip E. Becker, Trustee
February 9, 2007 By: /s/ H. Stewart Fitz Gibbon III
----------------------------------
H. Stewart Fitz Gibbon III, Trustee