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)