-----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, GHugSctxSXImc5ukuz+JGawiKScSPkqHjsWlUvW4QSyZDKYbKuQGnwGvmjnw6lJV ag7STuKXQf+wsMe2LHbeTQ== 0000914317-03-000582.txt : 20030225 0000914317-03-000582.hdr.sgml : 20030225 20030225161446 ACCESSION NUMBER: 0000914317-03-000582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030225 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: 03579432 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 form8kwyman50021.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 25, 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 25, 2003, the Registrant merged with and into a wholly-owned subsidiary of Bradford Bank (the "Merger"), pursuant to the terms and conditions of the Agreement and Plan of Merger, dated July 9, 2002 (as amended or modified), between the Registrant, Wyman Park Federal Savings & Loan Association, a federally-chartered savings and loan association and wholly-owned subsidiary of the Registrant, and Bradford Bank, a federally-chartered savings bank. As a result of the Merger, the holders of the Registrant's common stock will receive $14.50 in cash for each share of Registrant's common stock owned and each option holder of Registrant will receive $14.50 in cash, less the exercise price, for each outstanding stock option to purchase Registrant's common stock. The Registrant's Definitive Proxy Statement, dated September 16, 2002, sets forth additional information regarding the Merger. A copy of the press release announcing the consummation of the Merger 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 25, 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 25, 2003 By:/s/ Ernest A. Moretti ----------------------------------------- Ernest A. Moretti President and Chief Executive Officer (Duly Authorized Representative) EX-99 3 exhibit99.txt February 25, 2003 FOR IMMEDIATE RELEASE CONTACT: Ernest A. Moretti, President, Wyman Park Bancorporation, Inc. (410) 252-6450 Dallas R. Arthur, President, Bradford Bank (410) 372-1480 BRADFORD BANK AND WYMAN PARK BANCORPORATION, INC. COMPLETE MERGER (Baltimore, Maryland) - Bradford Bank and Wyman Park Bancorporation, Inc. (OTC Electronic Bulletin Board: WPBC) ("Wyman Park") today announced the closing of their merger. As a result, Bradford Bank's total assets increased to approximately $355 million. Wyman Park stockholders will receive $14.50 in cash for each share of Wyman Park's stock they own and each option holder of Wyman Park will receive $14.50 in cash, less the exercise price, for each outstanding stock option to purchase Wyman Park stock. Systems and operating conversions are scheduled to be completed in the first quarter of 2003. Wyman Park, based in Lutherville, Maryland, is the savings and loan holding company of Wyman Park Federal Savings & Loan Association, a federally-chartered thrift, which operates two branches in Lutherville and Glen Burnie, Maryland. In making this announcement, Dallas R. Arthur, President of Bradford Bank noted, "The consummation of the merger is a tribute to the dedication and hard work of many people. We look forward to the opportunities our combined resources will create for our customers, employees and communities." "Throughout the merger process, everyone worked diligently and tirelessly to maintain our standards of providing superior service to our customers," said Ernest A. Moretti, President of Wyman Park. "We are especially pleased to be able to reward our stockholders, who have been very supportive to us from the beginning." This news release contains forward-looking statements regarding Wyman Park Bancorporation, Inc. All forward-looking statements involve risk and uncertainty and actual results could differ materially from the anticipated results or other expectations expressed in the forward-looking statements. A discussion of factors that could cause actual results to differ materially from those expressed in the forward-looking statements is included in Wyman Park Bancorporation, Inc.'s filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----