<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

   X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---    EXCHANGE ACT OF 1934
         For the quarterly period ended: September 30, 1997
                                         ------------------

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---    EXCHANGE ACT OF 1934 
         For the transition period from                 to
                                        ---------------    ----------------


                       Commission file number: 33-31093-A
                                               ----------

                               WAYNE BANCORP, INC.
            ----------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Georgia                                58-1858246
           --------------------               --------------------------------
         (State of incorporation)           (I.R.S. Employer Identification No.)

                  818 South First Street, Jesup, Georgia 31545
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (912) 427-2265
                                 --------------
                           (Issuer's telephone number)

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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
                  ---    ---

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         On November 7, 1997, 404,388 shares of the issuer's common stock, par
value $1.00 per share, were issued and outstanding.

         Transitional Small Business Disclosure Format (check one): Yes   No  X
                                                                      ---    ---
<PAGE>   2
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                       WAYNE BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             September 30,  December 31,
                                                                 1997           1996
                                                             -------------  ------------
<S>                                                          <C>            <C>         
                                     ASSETS
Cash and due from banks                                      $  1,512,683   $  1,385,896
Interest-bearing deposits                                         156,288        255,152
Federal funds sold                                              3,440,000      8,280,000
Investment securities:
  Held-to-maturity                                              5,243,544      3,622,528
  Available-for-sale                                              797,208      5,102,326
Loans, less allowances for loan losses of
  $234,048 and $213,969, respectively                          28,735,905     23,168,235
Premises and equipment, net                                       931,386        997,013
Deferred income taxes                                              28,896         30,796
Other assets                                                      500,996        392,804
                                                             ------------   ------------
    Total assets                                             $ 41,346,906   $ 43,234,750
                                                             ============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Noninterest-bearing deposits                               $  5,873,827   $ 12,970,694
  Interest-bearing deposits                                    29,538,561     25,045,809
                                                             ------------   ------------
    Total deposits                                             35,412,388     38,016,503
  Accrued interest expense                                        225,014        181,051
  Accrued income taxes                                                  0        325,895
  Other liabilities                                                52,503         83,534
                                                             ------------   ------------
    Total liabilities                                          35,689,905     38,606,983
                                                             ------------   ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, $1 par value; authorized 10,000,000
    shares; 404,388 and 377,786 shares issued and
    outstanding, respectively                                     404,388        377,786
  Surplus                                                       3,593,520      3,354,102
  Retained earnings                                             1,627,006        897,163
  Unrealized gain (loss) net - AFS investments                     32,087         (1,284)
                                                             ------------   ------------
    Total stockholders' equity                                  5,657,001      4,627,767
                                                             ------------   ------------
    Total liabilities and stockholders' equity               $ 41,346,906   $ 43,234,750
                                                             ============   ============
</TABLE>


See accompanying Notes to Consolidated Financial Statements.



                                        1
<PAGE>   3
                       WAYNE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended           Nine Months Ended
                                                           September 30,                September 30,
                                                    -------------------------   --------------------------
                                                        1997          1996          1997           1996
                                                       ------        ------        ------         ------
<S>                                                 <C>           <C>           <C>            <C>        
Interest income:
  Loans, including fees                             $   803,083   $   654,862   $ 2,222,402    $ 1,772,779
  Interest-bearing deposits                               1,945           150         6,074          2,135
  Federal funds sold                                     42,774         9,448       123,853         73,613
  Investment securities:
    Taxable                                              14,402        82,859       101,623        281,093
    Nontaxable                                           68,505        30,755       180,523         87,516
    Dividends                                             2,870         3,614        14,554         10,296
                                                    -----------   -----------   -----------    -----------
    Total interest income                               933,579       781,688     2,649,029      2,227,432
                                                    -----------   -----------   -----------    -----------

Interest expense:
  Deposits                                              337,672       263,692       944,394        777,084
  Federal funds purchased                                     0           821           118            869
                                                    -----------   -----------   -----------    -----------
    Total interest expense                              337,672       264,513       944,512        777,953
                                                    -----------   -----------   -----------    -----------

Net interest income                                     595,907       517,175     1,704,517      1,449,479
Provision for loan losses                                36,000        27,000       108,000         54,000
                                                    -----------   -----------   -----------    -----------
    Net interest income after
      provision for loan losses                         559,907       490,175     1,596,517      1,395,479
                                                    -----------   -----------   -----------    -----------

Other income:
  Service charges on deposits                           120,490       100,244       345,182        289,464
  Other operating income                                 46,865        38,333       118,385        115,131
  Securities gains (losses), net                              0         3,197       (27,332)        15,131
                                                    -----------   -----------   -----------    -----------
    Total other income                                  167,355       141,774       436,235        419,726
                                                    -----------   -----------   -----------    -----------

Other expenses:
  Salaries and employee benefits                        154,397       149,815       454,037        441,174
  Net occupancy and equipment expense                    49,736        47,586       149,238        143,119
  Other operating expenses                              126,065       108,375       411,412        343,788
                                                    -----------   -----------   -----------    -----------
    Total other expenses                                330,198       305,776     1,014,687        928,081
                                                    -----------   -----------   -----------    -----------

Profit before income taxes                              397,064       326,173     1,018,065        887,124
Income tax expense                                      115,246       100,227       288,221        273,836
                                                    -----------   -----------   -----------    -----------
    Net Profit                                      $   281,818   $   225,946   $   729,844    $   613,288
                                                    ===========   ===========   ===========    ===========

Earnings per common share                           $      0.71   $      0.60   $      1.85    $      1.62
                                                    ===========   ===========   ===========    ===========

Weighted average shares outstanding                     397,900       377,786       394,763        377,786
                                                    ===========   ===========   ===========    ===========

Earnings per common share fully diluted             $      0.60   $      0.47   $      1.58    $      1.27
                                                    ===========   ===========   ===========    ===========

Weighted average fully diluted shares outstanding       474,257       483,091       470,070        483,091
                                                    ===========   ===========   ===========    ===========
</TABLE>


See accompanying Notes to Consolidated Financial Statements.



                                        2
<PAGE>   4
                       WAYNE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                          September 30,
                                                                      --------------------
                                                                      1997            1996
                                                                      ----            ----
<S>                                                              <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net profit                                                     $    729,844    $    613,288
  Adjustments to reconcile net profit to net cash provided by
    operating activities:
      Depreciation, amortization, and accretion, net                   71,575          84,960
      Provision for loan losses                                       108,000          54,000
      Securities (gains) losses, net                                   27,332         (15,131)
      Net decrease (increase) in available for sale securities        (50,560)         86,485
      Net decrease in deferred taxes                                    1,900          23,395
      Net decrease (increase) in other assets                        (108,192)         22,536
      Net increase (decrease) in accrued interest payable              43,963         (36,722)
      Net increase (decrease) in accrued income taxes                (325,895)        168,757
      Net increase (decrease) in other liabilities                    (31,031)         10,038
      Net increase (decrease) in unrealized gain (loss) AFS
        investments                                                    33,370         (57,080)
                                                                 ------------    ------------
Net cash provided by operating activities                             500,306         954,526
                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities held-to-maturity               (1,754,154)       (393,502)
  Purchase of investment securities available-for-sale               (371,617)     (2,626,654)
  Proceeds from maturities of interest-bearing time deposits           98,864               0
  Proceeds from maturities of securities held-to-maturity             135,000         130,000
  Proceeds from maturities of securities available-for-sale         1,500,000       1,750,000
  Proceeds from sales of securities available-for-sale              3,200,776       1,289,522
  Net increase in loans                                            (5,675,670)     (6,286,735)
  Purchase of fixed assets                                             (8,623)        (89,895)
                                                                 ------------    ------------
Net cash used by investing activities                              (2,875,424)     (6,227,264)
                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in deposits                                         (2,604,115)     (2,855,812)
  Proceeds from issuance of common stock                              266,020               0
                                                                 ------------    ------------
Net cash used by financing activities                              (2,338,095)     (2,855,812)
                                                                 ------------    ------------

Net decrease in cash and cash equivalents                          (4,713,213)     (8,128,550)
Cash and cash equivalents at beginning of period                    9,665,896      11,918,713
                                                                 ------------    ------------
Cash and cash equivalents at end of period                       $  4,952,683    $  3,790,163
                                                                 ============    ============

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
  Interest                                                       $    900,431    $    813,806
  Income taxes                                                   $    633,409    $     52,281
</TABLE>


See accompanying Notes to Consolidated Financial Statements.



                                        3
<PAGE>   5
                       WAYNE BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 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 the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B of the Securities and Exchange Commission. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, in
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1997, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997. For further information, please refer to the consolidated
financial statements and footnotes thereto for the Company's fiscal year ended
December 31, 1996, included in the Company's Form 10-KSB for the year ended
December 31, 1996.










                                        4
<PAGE>   6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         Wayne Bancorp, Inc. (the "Company") was organized under the Georgia
Business Corporation Code on September 5, 1989, to become a one-bank holding
company by acquiring all the capital stock of Wayne National Bank (the "Bank")
upon its formation. The Bank commenced business on September 26, 1990, and the
only activity of the Company since then has been the ownership and operation of
the Bank. The Bank is engaged in a general commercial and retail banking
business from its main office in Jesup, Georgia.

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
unaudited consolidated financial statements and related notes and other
statistical information included elsewhere herein.

Results of Operations

         The Company experienced a net profit during the quarter ended September
30, 1997, of $281,818, compared to $225,946 during the same period of 1996. This
brings net profit for the nine months ended September 30, 1997, to $729,844,
compared to $613,288 for the nine months ended September 30, 1996. The
improvement in earnings for the third quarter is attributed to higher net
interest income which is up 15.2% from the third quarter of 1996. The
improvement in net interest income can be attributed to a 17.8% increase in
earning assets to $38.6 million on September 30, 1997, from $32.8 million on
September 30, 1996. The segment of earning assets showing the most significant
increase was loans which grew $6.3 million, or 27.5%, during the twelve months
ending September 30, 1997. The Company's net interest margin declined slightly
to 6.4% for the quarter ended September 30, 1997, compared to 6.5% for the same
period of 1996.

         Noninterest income for the quarter ended September 30, 1997, was
$167,355, up 18.0% from $141,774 for the same quarter of 1996. For the nine
month period ended September 30, 1997, noninterest income increased $16,509, or
3.9%, to $436,235, from $419,726 for the same period of 1996. The increase was
primarily the result of improved service charges on deposits which were up 19.2%
to $345,182 for the nine months ended September 30, 1997, compared to $289,464
for the same period of 1996. This increase is attributable primarily to the
increase in the number of demand deposit accounts.

         Noninterest expense for the quarter ended September 30, 1997, was
$330,198, an increase of $24,422, or 8.0%, from $305,776 for the same period of
1996. Salaries and benefits were up $4,582, or 3.1%, to $154,397 for the quarter
ended September 30, 1997, from $149,815 for the same period of 1996, primarily
as a result of salary increases and an increase in the number of Bank employees.
Other operating expenses were up $17,690, or 16.3%, to $126,065 for the quarter
ended September 30, 1997, from $108,375 for the same period of 1996. This
increase is primarily a result of increases in advertising and other
miscellaneous expenses. For the nine month period ended September 30, 1997,
noninterest expense increased $86,606, or 9.3%, to $1,014,687, from $928,081 for
the same period of 1996. This increase in noninterest expense is primarily the
result of an increase in salaries and benefits of $12,863, or 2.9%, to $454,037
for the nine months ended September 30, 1997, from $441,174 for the same period
of 1996. The increase in salaries and benefits is a result of salary increases
and an increase in the number of Bank employees. Other operating expenses were
up $67,624, or 19.7%, to $411,412 for the nine months ended September 30, 1997,
from $343,788 for the same nine month period of 1996. This increase is primarily
a result of increases in advertising, travel, education, office supplies,
postage and audit expenses.



                                        5
<PAGE>   7
         Loan losses, net of recoveries, during the quarter ended September 30,
1997, were $37,480, compared to $37,435 for the same period one year ago. Loan
losses, net of recoveries, amounted to $87,480 for the nine months ended
September 30, 1997, compared to $47,615 for the nine months ended September 30,
1996. Continuing a trend which began in 1996, the majority of loan losses
experienced in 1997 has been the result of consumer bankruptcies on secured
loans. Because these loans are secured, management believes significant
recoveries will be realized as these consumers begin paying within their
approved plan to the bankruptcy court; however, the timing and amount of
recoveries cannot be determined. Past due loans, although higher than normal for
the Bank at 1.05% of total loans as of September 30, 1997, continue to be well
below the national average of our peer group of 2.44%.

         As a result of the increase in loan charge-offs, $20,079 was added to
the loan loss reserve in excess of recoveries during the nine months ended
September 30, 1997, bringing the reserve to .81% of loans at September 30, 1997,
compared to .89% of loans at December 31, 1996. Based on its review, management
believes the allowance for loan losses is adequate as of September 30, 1997.
However, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the loan
loss allowance will not be required.

         Return on average assets and average equity, on an annualized basis,
for the quarter ended September 30, 1997, were 2.76% and 20.43%, respectively,
compared to 2.63% and 20.96%, respectively, for the same quarter of 1996. Return
on average assets and average equity, on an annualized basis, for the nine
months ended September 30, 1997, were 2.49% and 18.98%, respectively, compared
to 2.45% and 19.86%, respectively, for the same period of 1996. Earnings per
share, on a fully diluted basis, for the nine and three month periods ended
September 30, 1997, amounted to $1.58 and $.60, respectively, compared to $1.27
and $.47, respectively, for the same periods of 1996.

         The Company's assets ended the third quarter of 1997 at $41,346,906,
down 4.4% from $43,234,750 at December 31, 1996. This decrease can be attributed
to the reduction in seasonal local government tax deposits of approximately $5.4
million at December 31, 1996, which deposits were subsequently withdrawn by
mid-January 1997, and is reflected in the decrease in federal funds sold, offset
by increases in loans. Total deposits ended the quarter at $35.4 million, down
6.9% from $38.0 million at December 31, 1996, which decrease is also related to
the reduction in seasonal local government tax deposits, offset by normal growth
in the Bank's deposits. At September 30, 1997, the Company's loan to deposit
ratio was 81.1%, compared to 60.9% at December 31, 1996.

         Management expects earnings to level off during the final quarter of
1997 to be comparable to that experienced during the third quarter of 1997,
contingent upon no deterioration within the loan portfolio which would require
excessive provisions to the loan loss reserve. Although such expectations are
based on management's best judgment, actual results will depend upon a number of
factors that cannot be predicted with certainty and fulfillment of management's
expectations cannot be assured.

Liquidity and Sources of Capital

         The $2.6 million reduction in deposits during the nine month period
ended September 30, 1997, is primarily reflected in federal funds sold which
decreased $4.8 million, offset by the $5.6 million increase in loans. The
reduction in federal funds sold is primarily attributed to the seasonal local
government tax deposits of approximately $5.4 million at December 31, 1996,
which deposits were withdrawn by mid-January 1997. During the first nine months
of 1997, management has expanded the held-to-maturity portion of the investment
portfolio by approximately $1.6 million through the purchase of municipal bonds.
The available-for-sale portion of the portfolio has declined approximately $4.3



                                        6
<PAGE>   8
million through the sale of the U.S. Treasury securities and maturities which
were not reinvested in securities. During the first nine months of 1997, loans
have increased by approximately $5.6 million, an amount well ahead of
projections. The Company's liquid assets at September 30, 1997, represented
14.3% of total assets, compared to 34.7% at December 31, 1996.

         During the first quarter of 1997, two former directors of the Company
exercised warrants for the Company's common stock, par value $1.00 per share
(the "Common Stock"), resulting in the issuance of 19,046 shares of the Common
Stock. The exercise price was $10.00 per share, resulting in an injection of
$190,460 into the Company's capital during the first quarter of 1997. During the
third quarter of 1997, two officers of the Bank exercised options for the
Company's Common Stock, resulting in the issuance of 7,556 shares of the Common
Stock. The exercise price was $10.00 per share, resulting in an injection of
$75,560 into the Company's capital during the third quarter of 1997. At
September 30, 1997, the Company's risk based capital ratio was 19.3% and its
leverage ratio was 14.0%, compared to 19.6% and 12.3%, respectively, at December
31, 1996. Both the Company and the Bank are, at this time, in compliance with
the Federal Reserve Board's and the OCC's capital requirements. Management
expects asset growth to continue at a deliberate and controllable pace during
the coming months and capital should continue to be adequate. However, no
assurances can be given in this regard, as rapid growth, deterioration in loan
quality and poor earnings, or a combination of these factors, could change the
Company's capital position in a relatively short period of time.


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         There are no material pending legal proceedings to which the Company or
the Bank is a party or of which any of their property is the subject.

ITEM 2. CHANGES IN SECURITIES.

         On February 5, 1997, two former directors of the Company exercised
warrants for the Common Stock, resulting in the issuance of 19,046 shares of the
Common Stock. The warrants had an exercise price of $10 per share and thus the
Company received $190,460. Near the end of September 1997, two officers of the
Bank exercised options for the Common Stock, resulting in the issuance of 7,556
shares of the Common Stock. The options had an exercise price of $10 per share
and thus the Company received $75,560. The Common Stock issued pursuant to the
exercise of the warrants and the options represent unregistered securities,
which issuance was considered to be exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) as a transaction by an issuer
not involving any public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to a vote of security holders during
the quarter ended September 30, 1997.



                                        7
<PAGE>   9
ITEM 5. OTHER INFORMATION.

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

                  3(a)     Articles of Incorporation and Articles of Amendment
                           of Company (incorporated by reference to Exhibit 3(a)
                           of Registration Statement on Form S-18, File No.
                           33-31093-A).

                  3(b)     Bylaws of Company (incorporated by reference to
                           Exhibit 3(b) of Registration Statement on Form S-18,
                           File No. 33-31093-A).

                  10(a)    Form of Stock Warrant Agreement (incorporated by
                           reference to Exhibit 10(c) of Registration Statement
                           on Form S-18, File No. 33-31093-A).

                  10(b)    1990 Stock Option Plan (incorporated by reference to
                           Exhibit 10(d) of the Annual Report on Form 10-K filed
                           by the Company for the fiscal year ended December 31,
                           1990).

                  10(c)    Form of Employment Agreement for Executive Officers
                           (incorporated by reference to Exhibit 10(f) of the
                           Annual Report on Form 10-KSB filed by the Company for
                           the fiscal year ended December 31, 1992).

                  27       Financial Data Schedule (for SEC use only).

         (b)      Reports on Form 8-K.

                  There were no reports on Form 8-K filed by the Company during
                  the quarter ended September 30, 1997.








                                        8
<PAGE>   10
                                   SIGNATURES


         In accordance with 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, thereunto duly authorized.

                                  WAYNE BANCORP, INC.
                                 -----------------------------------------------
                                     (Registrant)



Date:   November 7, 1997         By: /s/ Douglas R. Harper
      ------------------            --------------------------------------------
                                        Douglas R. Harper
                                        President, Chief Executive Officer &
                                             Principal Financial Officer








                                        9
<PAGE>   11
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                                  Sequential
Number                              Description                                          Page Number
------                              -----------                                          -----------
<S>      <C>                                                                             <C>
3(a)     Articles of Incorporation and Articles of Amendment of Company
         (incorporated by reference to Exhibit 3(a) of Registration Statement on
         Form S-18, File No. 33-31093-A).

3(b)     Bylaws of Company (incorporated by reference to Exhibit 3(b) of
         Registration Statement on Form S-18, File No. 33-31093-A).

10(a)    Form of Stock Warrant Agreement (incorporated by reference to Exhibit
         10(c) of Registration Statement on Form S-18, File No. 33-31093-A).

10(b)    1990 Stock Option Plan (incorporated by reference to Exhibit 10(d) of
         the Annual Report on Form 10-K filed by the Company for the fiscal year
         ended December 31, 1990).

10(c)    Form of Employment Agreement for Executive Officers (incorporated by
         reference to Exhibit 10(f) of the Annual Report on Form 10-KSB filed by
         the Company for the fiscal year ended December 31, 1992).

27       Financial Data Schedule (for SEC use only).
</TABLE>