-----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, Kz3G7hVNoSsecb/R5M+c+7kFFqCVD3Yu7n6/qoOtuoC6VVhydf9qNklV7tutPCmF /G7Ju1P/MMoxOvyrOotHBw== 0000928385-98-002237.txt : 19981111 0000928385-98-002237.hdr.sgml : 19981111 ACCESSION NUMBER: 0000928385-98-002237 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981110 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-23345 FILM NUMBER: 98741344 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 10QSB 1 FORM 10-QSB UNITED STATES 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, 1998 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: 0-23345 WYMAN PARK BANCORPORATION, INC. ------------------------------ (Exact Name of Small Business Issuer as Specified in its Charter) DELAWARE 52-2068893 ------------------------------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 11 WEST RIDGELY ROAD, LUTHERVILLE, MARYLAND 21093 ------------------------------------------------- (Address of Principal Executive Offices) (410)-252-6450 -------------- Registrant's Telephone Number, Including Area Code Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)of the Exchange Act during the preceding 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 --- --- As of September 30, 1998, the issuer had 984,913 shares of Common Stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes No X --- --- CONTENTS -------- Part I. Financial Information Page --------------------- ---- Item I. Financial Statements Consolidated Statements of Financial Condition at September 30, 1998 and June 30, 1998....................... 2 Consolidated Statements of Operations for the Three Month Periods Ended September 30, 1998 and 1997.................. 3 Consolidated Statements of Cash Flows for the Three Month Periods Ended September 30, 1998 and 1997.................. 4 Notes to Consolidated Financial Statements................. 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 7-11 PART II. OTHER INFORMATION ----------------- Item 1. Legal Proceedings.......................................... 12 Item 2. Changes in Securities...................................... 12 Item 3. Defaults Upon Senior Securities............................ 12 Item 4. Submission of Matters to a Vote of Security Holders........ 12 Item 5. Other Information.......................................... 12 Item 6. Exhibits and Reports on Form 8-K........................... 12 SIGNATURES............................................................ 13 1 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Financial Condition
Sept. 30, June 30, 1998 1998 ------------ ------------ (Unaudited) Assets ------ Cash and noninterest bearing deposits $ 248,190 $ 206,303 Interest bearing deposits in other banks 3,097,645 2,071,076 Federal funds sold 4,780,563 4,570,744 ----------- ----------- Total cash and cash equivalents 8,126,398 6,848,123 Loans receivable, net 62,379,090 62,042,464 Mortgage-backed securities held to maturity at amortized cost, fair value of $268,783 (9/98) and $291,212 (6/98) 266,488 283,715 Federal Home Loan Bank of Atlanta stock, at cost 509,900 509,900 Accrued interest receivable 338,330 328,934 Ground rents owned, at cost 129,108 129,108 Property and equipment, net 174,647 188,120 Prepaid expenses and other assets 59,232 60,504 Federal and state income taxes receivable - 130 Deferred tax asset 150,019 150,019 ----------- ----------- Total Assets $72,133,212 $70,541,017 ----------- ----------- Liabilities & Equity -------------------- Liabilities: Demand deposits $ 5,423,925 $ 5,611,764 Money market and NOW accounts 11,181,048 9,429,037 Time deposits 40,293,648 38,977,347 ----------- ----------- Total deposits 56,898,621 54,018,148 Checks outstanding in excess of bank balance 129,499 143,430 Advance payments by borrowers for taxes, insurance and ground rents 348,337 1,368,467 Accrued interest payable on savings deposits 21,339 17,495 Accrued expenses and other liabilities 464,051 448,120 Federal and state income taxes payable 95,963 279,073 ----------- ----------- Total liabilities 57,957,810 56,274,733 Stockholders' Equity - -------------------- Common stock, par value $.0l per share; authorized 2,000,000 shares; issued 1,011,713 shares; issued and outstanding 984,913 shares 10,117 10,117 Additional paid-in capital 9,704,005 9,704,005 Contra equity Employee Stock Ownership Plan (ESOP) (720,090) (720,090) Contra equity Treasury Stock; 26,800 shares, at cost at September 30, 1998 (298,153) - Retained earnings, substantially restricted 5,479,523 5,272,252 ----------- ----------- Total stockholders' equity 14,175,402 14,266,284 ----------- ----------- Total liabilities and stockholders' equity $72,133,212 $70,541,017 ----------- -----------
See accompanying notes to financial statements. 2 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Operation (Unaudited)
For the Three Months Ended September 30, 1998 1997 ---------- ---------- Interest and fees on loans receivable $1,190,661 $1,117,118 Interest on mortgage-backed securities 4,669 6,302 Interest on investment securities - 42,902 Interest on other investments 117,125 33,346 ---------- ---------- Total interest income $1,312,455 $1,199,668 ---------- ---------- Interest on savings deposits $ 672,356 $ 682,549 Interest on Federal Home Loan Bank of Atlanta advances - 11,427 Interest on escrow deposits 824 1,080 ---------- ---------- Total interest expense $ 673,180 $ 695,056 Net interest income before provision for loan losses 639,275 504,612 Provision for loan losses 2,000 3,400 ---------- ---------- Net interest income $ 637,275 $ 501,212 ---------- ---------- Other Income - ------------ Loan fees and service charges $ 16,263 $ 14,371 Gain on sales of loans receivable 6,347 - Other 10,875 6,600 ---------- ---------- Total other income $ 33,485 $ 20,971 ---------- ---------- Noninterest Expenses - -------------------- Salaries and employee benefits $ 185,880 $ 396,390 Occupancy costs 24,352 23,620 Federal deposit insurance premiums 8,341 8,800 Data processing 21,332 16,939 Advertising 8,848 8,840 Franchise and other taxes 11,179 8,008 Other 72,537 57,795 ---------- ---------- Total noninterest expenses $ 332,469 $ 520,392 Income before tax provision 338,291 1,791 Provision for income taxes 131,020 1,000 ---------- ---------- Net Income $ 207,271 $ 791 ---------- ---------- Basic and diluted net income per share $0.22 N/A ----------
See accompanying notes to financial statements. 3 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended September 30, -------------------------------------- 1998 1997 ----------------- ----------------- Cash Flows from operating activities - ------------------------------------ Net income $ 207,271 $ 791 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation and amortization 13,872 15,407 Provision for loan losses 2,000 3,400 Amortization of loan fees (24,551) (16,616) Gain on sales of loans receivable (6,347) - Loans originated for sale (697,800) - Proceeds from loans originated for sale 704,147 - (Increase) decrease in accrued interest receivable (9,396) 12,574 (Increase) decrease in prepaid expenses and other assets 1,272 (46,240) Increase in accrued expenses and other liabilities 15,931 277,085 Decrease in federal and state income taxes receivable 130 - Decrease in federal and state income taxes payable (183,110) (14,733) Increase in accrued interest payable on savings deposits 3,844 679 ----------- ----------- Net cash provided by operating activities 27,263 232,347 Cash flows from investing activities - ------------------------------------ Advances from Federal Home Loan Bank of Atlanta - 2,000,000 Maturities of investment securities available for sale - 1,000,000 Net increase in loans receivable (243,766) (2,211,209) Purchase of loan participations (70,309) (374,139) Mortgage-backed securities principal repayments 17,227 22,322 Purchases of property and equipment (400) (29,405) --------- ----------- Net cash provided by (used in) investing activities (297,248) 407,569 Cash flows from financing activities - ------------------------------------ Net increase (decrease) in savings deposits 2,880,473 (199,099) Net decrease in checks outstanding in excess of bank balance (13,931) - Decrease in advance payments by borrowers for taxes, insurance and ground rents (1,020,130) (921,221) Cash used for repurchase of common stock (298,152) - ----------- ----------- Net cash provided by (used in) financing activities 1,548,260 (1,120,320) Net increase (decrease) in cash and cash equivalents $ 1,278,275 $ (480,404) Cash and cash equivalents at beginning of period 6,848,123 2,377,092 ----------- ----------- Cash and cash equivalents at end of period $ 8,126,398 $ 1,896,688 ----------- ----------- Supplemental information - ------------------------ Interest paid on savings deposits and borrowed funds $ 674,351 $ 683,605 Income taxes paid $ 314,359 $ 16,935
See accompanying notes to financial statements. 4 WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES LUTHERVILLE, MARYLAND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: WYMAN PARK BANCORPORATION, INC. Wyman Park Bancorporation, Inc. (the "Company") was incorporated under the laws of the State of Delaware in September, 1997 as the holding company of Wyman Park Federal Savings & Loan Association ("Association") upon its conversion from mutual to stock form ("Stock Conversion"). All references to the Company prior to January 5, 1998, except where otherwise indicated are to the Association. The Company's common stock began trading on the OTC Electronic Bulletin Board on January 7, 1998 under the symbol "WPBC". The Association is regulated by the Office of Thrift Supervision ("OTS"). The primary business of the Association is to attract deposits from individual and corporate customers and to originate residential and commercial mortgage loans and consumer loans. The Association competes with other financial and mortgage institutions in attracting and retaining deposits and originating loans. The Association conducts operations through its main office located at 11 West Ridgely Road, Lutherville, Maryland 21093 and one branch office located at 7963 Baltimore-Annapolis Boulevard, Glen Burnie, Maryland 21060. NOTE 2: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-QSB and therefore, do not include all disclosures necessary for a complete presentation of the statements of condition, statements of operations and statements of cash flows in conformity with generally accepted accounting principles. However, all adjustments which, in the opinion of management, are necessary for the fair presentation of the interim financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the three months ended September 30, 1998 are not necessarily indicative of the results that may be expected for the entire year. NOTE 3: CASH AND CASH EQUIVALENTS For cash, non-interest bearing deposits, variable rate interest-bearing deposits in other banks and federal funds sold, the carrying amount is a reasonable estimate of fair value. 5 NOTE 4: EARNINGS PER SHARE Basic and diluted earnings per share of $0.22 per share for the three month period ended September 30, 1998 was computed by dividing the net income of $207,271 for the period by the weighted average number of shares outstanding of 938,830 shares. Basic and diluted earnings per share are not presented for the three month period ended September 30, 1997 since the Association had not converted to stock until January 5, 1998 and such information would not be meaningful. NOTE 5: REGULATORY CAPITAL REQUIREMENTS The following table presents the Association's capital position based on the September 30, 1998 financial statements.
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ---------------------- ---------------------- ---------------------- Amount Ratio Amount Ratio Amount Ratio ---------- ---------- ---------- ---------- ---------- --------- Total Capital (to Risk Weighted Assets) $9,912,265 26.0% $3,045,269 8.0% $3,806,586 10.0% Tier I capital (to Risk Weighted Assets) 9,632,265 25.3% 1,522,634 4.0% 2,283,952 6.0% Tier 1 Capital (to Average Assets) 9,632,265 14.1% 2,733,378 4.0% 3,416,723 5.0%
NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS FASB statement on Accounting for Derivative Instruments and Hedging Activities In June, 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, which standardizes the accounting for derivative instruments including certain derivative instruments embedded in other contracts, by requiring that an entity recognize these items as assets or liabilities in the statement of financial position and measure them at fair value. This Statement generally provides for matching the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or the earnings effect of the hedged forecasted transaction. The Statement, which is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999, will not affect the Company's financial position or its results of operations. 6 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD-LOOKING STATEMENTS When used in this filing and in future filings by Wyman Park Bancorporation, Inc. (the "Company") with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties, including but not limited to changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, all or some of which could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and advises readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected. The Company does not undertake, and specifically disclaims any obligations, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements. IMPACT OF THE YEAR 2000 The Company has conducted a comprehensive review of its computer systems to identify applications that could be affected by the "Year 2000" issue, and has developed an implementation plan to address the issue. The Company's data processing is performed by a service provider, however, software and hardware utilized in-house is under maintenance agreements with third party vendors, consequently the Company is very dependent on these vendors to conduct its business. The Company has already contacted each vendor to request time tables for Year 2000 compliance and expected costs, if any, to be passed along to the Company. To date, the Company has been part of a national testing of its service provider, and following the testing, the service provider has stated that their system is Year 2000 qualified. Other software vendors have provided upgrades to their systems and software testing is progressing. The Company 7 does not anticipate the need to replace any mission critical software, and therefore does not expect expenses related to Year 2000 to have a significant impact on its financial position. The Company has identified certain hardware and equipment that will not be Year 2000 compliant and intends to purchase new equipment prior to March 31, 1999. These capital expenditures are expected to total approximately $10,000.00 and have been considered in the 1999 fiscal year budget. The Company is currently drafting its Contingency Plan, which will outline in detail the steps to be taken in the event that the Company does not have normal business operations as of January 1, 2000. This plan will be completed and presented to the Board of Directors for approval by its November, 1998 meeting. COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 AND JUNE 30, 1998 The Company's assets increased $1.6 million or 2.3% to $72.1 million at September 30, 1998 from $70.5 million at June 30, 1998. Cash and cash equivalents increased $1.3 million or 19.1% to $8.1 million at September 30, 1998 from $6.8 million at June 30, 1998. Net loans receivable increased $400,000 or .6% to $62.4 million at September 30, 1998 from $62.0 million at June 30, 1998. The $400,000 increase in net loans receivable was primarily the result of an increase of $600,000 in residential real estate loans, offset by a decrease of $200,000 in consumer loans. Savings deposits increased $2.9 million or 5.4% to $56.9 million at September 30, 1998 from $54.0 million at June 30, 1998. The Company's stockholders' equity decreased $91,000 or .6% to $14.2 million at September 30, 1998 from $14.3 million at June 30, 1998. The decrease in stockholders' equity was due primarily to the Company's repurchase of 26,800 shares of its common stock for approximately $298,000, offset by $207,000 of net income for the quarter ended September 30, 1998. COMPARISON OF OPERATING RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Net Income - ---------- The Company reported net income of $207,000 for the quarter ended September 30, 1998 compared to approximately $1,000 for the quarter ended September 30,1997. The $206,000 increase in net income was primarily due to an increase in net interest income of $134,000 and a reduction in noninterest expense of $188,000, partially offset by an increase in income tax expense of $130,000. Interest Income - --------------- Total interest income increased by $112,000 or 9.3% to $1.3 million for the quarter ended September 30, 1998 from $1.2 million for the quarter ended September 30, 1997. 8 The increase in total interest income for the comparable three months periods was due to an increase of $8.7 million in the average balance of interest- earning assets to $70.3 million from $61.6 million, partially offset by a decrease of 30 basis points in the average yield on interest-earning assets to 7.48% from 7.78. The increase in the average balance of interest earning assets is due to an increase in federal funds sold and also an increase in loans receivable, as a result of investing the proceeds of the Company's recent stock conversion. Interest Expense - ---------------- Total interest expense decreased by $22,000 or 3.2% to $673,000 for the quarter ended September 30, 1998 from $695,000 for the quarter ended September 30, 1997. The decrease in total interest expense for the comparable three months periods was due to a decrease of $1.1 million in the average balance of interest-bearing liabilities to $55.8 million from $56.9 million and a decrease of 7 basis points in the average yield on interest-bearing liabilities to 4.82% from 4.89%. The decrease in the average balance of interest-bearing liabilities is due primarily to a decrease of $1.0 million in borrowings. Net Interest Income - ------------------- The Company's net interest income increased by $134,000 or 26.5% to $639,000 for the quarter ended September 30, 1998 from $505,000 for the quarter ended September 30, 1997. The increase in net interest income was primarily due to an increase in the ratio of average interest-earning assets to average interest- bearing liabilities to 125.9% from 108.3%. The Company's net yield on interest- earning assets increased 37 basis points to 3.64% from 3.27%. Provision For Loan Losses - ------------------------- Management monitors its allowance for loan losses and makes additions to the allowance, through the provision for loan losses, as economic conditions and other factors dictate. Management maintains its allowance for loan losses at a level which it considers to be adequate to provide for loan losses based on volume, type of collateral and prior loan loss experience. During the three months ended September 30, 1998, the Company recorded a provision for loan losses of $2,000 compared to $3,400 for the three months ended September 30, 1997. The Company's nonperforming loans as a percentage of loans receivable was .29% and .04% at September 30, 1998 and June 30, 1998, respectively, all consisting of single-family residential mortgage loans. 9 Noninterest Income - ------------------ Total noninterest income increased by $12,000 or 57.1% to $33,000 for the quarter ended September 30, 1998 from $21,000 for the quarter ended September 30, 1997. The increase in noninterest income was primarily due to an increase of $6,000 in gain on sales of loans receivable to $6,000 for the quarter ended September 30, 1998 from $0 for the quarter ended September 30, 1997, and an increase of approximately $4,000 in miscellaneous operating income to $11,000 for the quarter ended September 30, 1998 from $7,000 for the quarter ended September 30, 1997. Noninterest Expenses - -------------------- Total noninterest expenses decreased by $188,000 or 36.2% to $332,000 for the quarter ended September 30, 1998 from $520,000 for the quarter ended September 30,1997. The decrease in noninterest expenses was primarily due to a decrease in compensation and benefits expense of $210,000 or 53.0% to $186,000 for the quarter ended September 30,1998 from $396,000 for the quarter ended September 30, 1997. The decrease in compensation and benefits expense was primarily due to the establishment of a non-qualified supplemental executive retirement plan for the benefit of the Company's President and Chief Executive Officer in the amount of $272,000 during the quarter ended September 30, 1997. This decrease was partially offset by expenses related to the Company's Employee Stock Ownership Plan (ESOP) in the amount of $33,000 and increases due to increased staff in the amount of $10,000 during the quarter ended September 30, 1998, as compared to the quarter ended September 30, 1997. Liquidity and Capital Resources - ------------------------------- Liquidity management for the Company is both an ongoing and long-term function of the Company's asset/liability management strategy. Excess funds, when applicable, generally are invested in overnight deposits at a correspondent bank and at the Federal Home Loan Bank (FHLB) of Atlanta. Currently when the Company requires funds, beyond its ability to generate deposits, additional sources of funds are available through the FHLB of Atlanta. The Company has the ability to pledge its FHLB of Atlanta stock or certain other assets as collateral for such advances. Management and the Board of Directors believe that due to significant amounts of adjustable rate mortgage loans that could be sold and the Company's ability to acquire funds from the FHLB of Atlanta, the Company's liquidity is adequate. The Company's most liquid assets are cash and cash equivalents, which include short-term investments. The levels of these assets are dependent on the Company's 10 operating, financing and investing activities during any given period. At September 30, 1998, the Company's cash on hand, interest bearing deposits, Federal funds sold and short-term investments totaled $8.1 million. The Company anticipates that it will have sufficient funds available to meet its current loan origination commitments of approximately $617,000. Certificates of deposit which are scheduled to mature in less than one year at September 30, 1998 totaled $13.7 million. Historically, a high percentage of maturing deposits have remained with the Company. The Company's principal sources of funds are deposits, loan repayments and prepayments, and other funds provided by operations. While scheduled loan repayments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions, and competition. The Association maintains investments in liquid assets based upon management's assessment of (1) need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets and (4) objectives of the asset/liability management program. The Company's primary uses of cash in investing activities during the three months ended September 30, 1998 were a net increase of $244,000 in loans receivable, other than the purchase of loan participations of $70,000. The Company's primary sources of cash provided by financing activities during the three months ended September 30, 1998 consisted of a net increase of $2.9 million in savings deposits, offset by a decrease of $1.0 million in advance payments by borrowers for taxes, insurance and ground rents, and approximately $300,000 for the repurchase of 26,800 shares of the Company's common stock. 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS (a) On October 21, 1998, Wyman Park Bancorporation, Inc. (the "Company") held its Annual Meeting of Stockholders. (b) At the meeting, Allan B. Heaver, H. Douglas Huether, and Jay H. Salkin were elected directors for terms to expire in 2001. (c) Stockholders voted on the following matters: (i) The election of the following three directors of the Company;
Broker Votes: For Against Abstain Non-Votes ------ ------- ------- ------- --------- Allan B. Heaver 917,126 500 - - H. Douglas Huether 917,576 50 - - Jay H. Salkin 915,928 1,698 - -
(ii) The Ratification of the appointment of Anderson Associates, LLP as independent auditors of the Company for the fiscal year ending June 30, 1999;
Broker Votes: For Against Abstain Non-Votes ------ ------- ------- ------- --------- 909,209 4,759 3,658 -
ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this Form 10QSB: Exhibit 3(iii) - Bylaws Exhibit 27 - Financial Data Schedule (b) Form 8-K dated September 23, 1998 amending bylaws. 12 Signatures In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WYMAN PARK BANCORPORATION, INC. Registrant Date: November 10, 1998 /s/ Ernest A. Moretti --------------------------------------------- Ernest A. Moretti President and Chief Executive Officer (Principal Executive Officer) Date: November 10, 1998 /s/ Ronald W. Robinson --------------------------------------------- Ronald W. Robinson Treasurer (Principal Financial and Accounting Officer) 13 EX-3.III 2 EXHIBIT 3(III) WYMAN PARK BANCORPORATION, INC. BY-LAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. -------------- An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix. Section 2. Special Meetings. ---------------- Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the "Whole Board"). Section 3. Notice of Meetings. ------------------ Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation). When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Section 4. Quorum. ------ At any meeting of the stockholders, the holders of at least one-third of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. Section 5. Organization. ------------ Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints. Section 6. Conduct of Business. ------------------- (a) The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. (b) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 6(b). For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be received at the principal executive offices of the Corporation no later than sixty (60) days from the Corporation's fiscal year end. A stockholder's notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder who proposed such business, (iii) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder and (iv) any material interest of such stockholder in such business. Notwithstanding anything in these By-laws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance 2 with the provisions of this Section 6(b). The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(b) and, if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted. At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors or by or at the direction of the holders of not less than one-tenth of all the outstanding capital stock of the Corporation at whose instance the special meeting is called. (c) Only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 6(c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the principal executive offices of the Corporation not less than 30 days prior to the date of the meeting; provided, however, that in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed. Such stockholder's notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice: (x) the name and address, as they appear on the Corporation's books, of such stockholder and (y) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(c). The officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. 3 Section 7. Proxies and Voting. ------------------ At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing (or as otherwise permitted under applicable law) by the stockholder or his duly authorized attorney-in-fact filed in accordance with the procedure established for the meeting. Proxies solicited on behalf of the management shall be voted as directed by the stockholder or in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid after eleven months from the date of its execution except for a proxy coupled with an interest. Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or in the Certificate of Incorporation of the Corporation or as required by law. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast. Section 8. Stock List. ---------- The officer who has charge of the stock transfer books of the Corporation shall prepare and make, in the time and manner required by applicable law, a list of stockholders entitled to vote and shall make such list available for such purposes, at such places, at such times and to such persons as required by applicable law. The stock transfer books shall be the only evidence as to the identity of the stockholders entitled to examine the stock transfer books or to vote in person or by proxy at any meeting of stockholders. Section 9. Consent of Stockholders in Lieu of Meeting. ------------------------------------------ Subject to the rights of the holders of any class or series of preferred stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. 4 Section 10. Inspectors of Election ---------------------- The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. ARTICLE II BOARD OF DIRECTORS Section 1. General Powers, Number and Term of Office. ----------------------------------------- The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be as provided for in the Certificate of Incorporation. The Board of Directors shall annually elect a Chairman of the Board and a President from among its members and shall designate, when present, either the Chairman of the Board or the President to preside at its meetings. The directors, other than those who may be elected by the holders of any class or series of preferred stock, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the conclusion of the first annual meeting of stockholders, the term of office of the second class to expire at the conclusion of the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the conclusion of the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. Section 2. Vacancies and Newly Created Directorships. ----------------------------------------- Subject to the rights of the holders of any class or series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires, and until such director's successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director. 5 Section 3. Regular Meetings. ---------------- Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Section 4. Special Meetings. ---------------- Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 5. Quorum. ------ At any meeting of the Board of Directors, a majority of the authorized number of directors then constituting the Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. Section 6. Participation in Meetings By Conference Telephone. ------------------------------------------------- Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. Section 7. Conduct of Business. ------------------- At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. 6 Section 8. Powers. ------ The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power: (1) To declare dividends from time to time in accordance with law; (2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; (3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non- negotiable, secured or unsecured, and to do all things necessary in connection therewith; (4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being; (5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; (6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; (7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and, (8) To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the Corporation's business and affairs. Section 9. Compensation of Directors. ------------------------- Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors. 7 ARTICLE III COMMITTEES Section 1. Committees of the Board of Directors. ------------------------------------ The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designated the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Section 2. Conduct of Business. ------------------- Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. Section 3. Nominating Committee. -------------------- The Board of Directors shall appoint a Nominating Committee of the Board, consisting of three (3) members, one of which shall be the President if, and only so long as, the President remains in office as a member of the Board of Directors. The Nominating Committee shall have authority (a) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii) of Article I of these By-laws in order to determine compliance with such By-law and (b) to recommend to the Whole Board nominees for election to the Board of Directors to replace those directors whose terms expire at the annual meeting of stockholders next ensuing. 8 ARTICLE IV OFFICERS Section 1. Generally. --------- (a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a President, a Secretary and a Treasurer and from time to time may choose such other officers as it may deem proper. The President shall be chosen from among the directors. Any number of offices may be held by the same person. (b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the authorized number of directors then constituting the Board of Directors. (c) All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. Section 2. President. --------- The President shall be the chief executive officer and, subject to the control of the Board of Directors, shall have general power over the management and oversight of the administration and operation of the Corporation's business and general supervisory power and authority over its policies and affairs. He shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. Each meeting of the stockholders and of the Board of Directors shall be presided over by such officer as has been designated by the Board of Directors or, in his absence, by such officer or other person as is chosen at the meeting. The Secretary or, in his absence, the General Counsel of the Corporation or such officer as has been designated by the Board of Directors or, in his absence, such officer or other person as is chosen by the person presiding, shall act as secretary of each such meeting. Section 3. Vice President. -------------- The Vice President or Vice Presidents, if any, shall perform the duties of the President in his absence or during his disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them from time to time by the Board of Directors, the Chairman of the Board or the President. 9 Section 4. Secretary. --------- The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or the President. Section 5. Treasurer. --------- The Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation which has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Treasurer with such associations or trust companies as the Board of Directors from time to time shall designate. He shall sign or countersign such instruments as require his signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him by the Board of Directors, the Chairman of the Board or the President, and may be required to give bond for the faithful performance of his duties in such sum and with such surety as may be required by the Board of Directors. Section 6. Assistant Secretaries and Other Officers. ---------------------------------------- The Board of Directors may appoint one or more assistant secretaries and one or more assistants to the Treasurer, or one appointee to both such positions, which officers shall have such powers and shall perform such duties as are provided in these By-laws or as may be assigned to them by the Board of Directors, the Chairman of the Board or the President. Section 7. Action with Respect to Securities of Other Corporations ------------------------------------------------------- Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other Corporation. 10 ARTICLE V STOCK Section 1. Certificates of Stock. --------------------- Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile. Section 2. Transfers of Stock. ------------------ Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these By- laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore. Section 3. Record Date. ----------- In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 11 Section 4. Lost, Stolen or Destroyed Certificates. -------------------------------------- In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 5. Regulations. ----------- The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. ARTICLE VI NOTICES Section 1. Notices. ------- Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, by sending such notice by prepaid telegram or mailgram or by sending such notice by facsimile machine or other electronic transmission. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mail, by telegram or mailgram or by facsimile machine or other electronic transmission, shall be the time of the giving of the notice. Section 2. Waivers. ------- A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. 12 ARTICLE VII MISCELLANEOUS Section 1. Facsimile Signatures. -------------------- In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. Section 2. Corporate Seal. -------------- The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. Section 3. Reliance upon Books, Reports and Records. ---------------------------------------- Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. Section 4. Fiscal Year. ----------- The fiscal year of the Corporation shall be as fixed by the Board of Directors. Section 5. Time Periods. ------------ In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included. 13 ARTICLE VIII AMENDMENTS The By-laws of the Corporation may be adopted, amended or repealed as provided in Article SEVENTH of the Certificate of Incorporation of the Corporation. 14 EX-27 3 EXHIBIT 27
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WYMAN PARK BANCORPORATION & SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUN-30-1999 JUL-01-1998 SEP-30-1998 248,190 3,097,645 4,780,563 0 0 266,488 268,783 62,379,090 (280,000) 72,133,212 56,898,621 0 1,059,189 0 0 0 10,117 14,165,285 72,133,212 1,190,661 4,669 117,125 1,312,455 672,356 673,180 639,275 (2,000) 0 332,469 338,291 338,291 0 0 207,271 0.22 0.22 3.64 182,692 0 0 0 (278,000) 0 0 (280,000) (280,000) 0 0
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