-----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, WhxobxK0fMBOl6PxgC5M8nNk+mnHSlJ+HHkhqHHiiIA3WK7RBSLYsAX5gBLLRwr3 KSD3BstN3pxX0l9rYA1dRg== 0000914317-03-000558.txt : 20030220 0000914317-03-000558.hdr.sgml : 20030220 20030220135804 ACCESSION NUMBER: 0000914317-03-000558 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030220 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYMAN PARK BANCORPORATION INC CENTRAL INDEX KEY: 0001046354 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522068893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23345 FILM NUMBER: 03574056 BUSINESS ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21094 BUSINESS PHONE: 4102526450 MAIL ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21094 8-K 1 form8kwymanpk-49841.txt 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): February 20, 2003 WYMAN PARK BANCORPORATION, INC. ------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-23345 52-2068893 -------- ------- ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 11 West Ridgely Road, Lutherville, Maryland 21093 ------------------------------------------------- (Address of principal executive offices) (410) 252-6450 -------------- Registrant's telephone number, including area code Not Applicable -------------- (Former Name or former address, if changed since last report) Item 5. Other Events. - ---------------------- On February 20, 2003, the Registrant issued a press release announcing that the cash payment to be received by the stockholders of the Registrant in connection with the merger of the Registrant and Wyman Park Federal Savings & Loan Association, a federally-chartered savings and loan association ("Wyman Park") and wholly-owned subsidiary of the Registrant, with and into Bradford Bank, a federally-chartered savings bank, would be reduced from $14.55 per share to $14.50 per share. The reduction in the price per share was required under the terms of the Agreement and Plan of Merger dated July 9, 2002 (the "Agreement") between the Registrant, Wyman Park and Bradford Bank to reflect the higher-than-expected cost of terminating the Registrant's defined benefit pension plan. Stockholders of the Registrant approved the Agreement at its annual meeting held on October 16, 2002, including the possibility of a reduction in the price per share due to costs associated with terminating the Registrant's defined benefit pension plan. Accordingly, no further stockholder approval of this change is required. Consummation of the merger between Registrant, Wyman Park and Bradford Bank is expected to occur by the end of February 2003 pending the satisfaction of other customary closing conditions. A copy of the press release announcing the reduction in the price per share is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- (a) - (b) Not applicable. (c) The following exhibits are filed as part of this report. Exhibit 99.1 Press release dated February 20, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. WYMAN PARK BANCORPORATION, INC. Date: February 20, 2003 By: /s/ Ernest A. Moretti -------------------------------------- Ernest A. Moretti President and Chief Executive Officer (Duly Authorized Representative) EX-99.1 3 exhibit99-1.txt FOR IMMEDIATE RELEASE For further information, contact: Ernest A. Moretti President and CEO (410) 252-6450 WYMAN PARK ANNOUNCES CHANGE IN MERGER CONSIDERATION Lutherville, MD, February 20, 2003 - Wyman Park Bancorporation, the holding company for Wyman Park Federal Savings and Loan Association, today announced that the cash payment to be received by its stockholders in its merger with Bradford Bank was reduced from $14.55 per share to $14.50. This change was required under the terms of the merger agreement between Wyman Park and Bradford Bank to reflect the higher-than-expected cost of terminating Wyman Park's defined benefit pension plan. Stockholders of Wyman Park approved the merger agreement at its annual meeting in October 2002, including the possibility of a reduction in the price per share because of the pension plan costs. Accordingly, no further stockholder approval of this change is required. Ernest A. Moretti, Wyman Park's President and CEO, stated "We remain committed to closing this merger and view this development as a minor change. In fact, we had anticipated this possibility and made arrangements for it in the merger agreement so that stockholders would not be inconvenienced by this contingency." Mr. Moretti continued "The revised price per share is still 99.66% of the initial price, and we believe that this transaction is still very favorable to our stockholders. This is especially true for those stockholders who purchased our stock when we first went public in 1998." According to Mr. Moretti, the merger with Bradford Bank, in which Bradford Bank will be the survivor, is expected to close by the end of February 2003. At that time, stockholders will receive a letter from Registrar and Transfer Co., which is serving as the exchange agent for this merger, explaining the procedures for surrendering their stock certificates and receiving their cash payments in exchange. Wyman Park Federal Savings and Loan is a federally chartered thrift headquartered in Lutherville and with a branch in Glen Burnie. At December 31, 2002, it had assets of $70.1 million, deposits of $59.4 million and stockholders' equity of $9.6 million. The information contained in this release is not intended as a solicitation to buy Wyman Park Bancorporation stock and is provided for general information. This release contains certain statements that may constitute "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements include statements about Wyman Park's beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions, that are subject to significant risks and uncertainties, and are subject to change based upon various factors (some of which may be beyond Wyman Park's control). The words "may," "could," "should," "would," "believe," and similar expressions are intended to identify forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----