-----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, S2HeeOCfbJLXRfWKw/+IfeaoeGA4bYcFUiWQAYGkstTSLF/bZoeLqqdNQWSU2rwh jv/A/u3vibgjWuyz46dy3g== 0000950164-98-000046.txt : 19980318 0000950164-98-000046.hdr.sgml : 19980318 ACCESSION NUMBER: 0000950164-98-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980311 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980317 SROS: NONE 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: SEC FILE NUMBER: 000-23345 FILM NUMBER: 98566959 BUSINESS ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21903-5172 BUSINESS PHONE: 4102526450 MAIL ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21903-5172 8-K 1 FORM 8-K 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) March 11, 1998 WYMAN PARK BANCORPORATION, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-23345 52-2068893 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) No.) 11 West Ridgely Road, Lutherville, Maryland 21093 - -------------------------------------------------------------------------------- Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 252-6450 - -------------------------------------------------------------------------------- Item 4. Changes in Registrant's Certifying Accountant a) Wooden & Benson Chartered was previously the principal accountants for Wyman Park Bancorporation, Inc. (the "Company"). On March 11, 1998, that firm's appointment as principal accountants was terminated by the Company. The decision to change accountants was approved by the board of directors. In connection with the audits of the two fiscal years ended June 30, 1997 and the subsequent interim period through March 11, 1998, there were no disagreements with Wooden & Benson Chartered on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matters of the disagreements in connection with their opinion. The Company requested that Wooden & Benson Chartered furnish the Company with a letter, as promptly as possible, addressed to the Securities and Exchange Commission, stating whether it agrees with the statements made in this Item 4, and if not, stating the respects in which they do not agree. This letter is not yet available, but will be filed as an exhibit to an amendment to this Report. b) On March 11, 1998, the Company engaged Anderson Associates LLP as the Company's principal accountants. Item 5. Other Events. On March 11, 1998, the board of directors of the Company amended its Bylaws to require that any member of the board of directors must, in order to qualify as such, be domiciled in or have their primary place of business located in any county, a portion of which is within a twenty-five mile radius of any office of any financial institution subsidiary of the Company. Item 7. Financial Statements and Exhibits. (c) Exhibits. 3. Resolutions amending the Company's Bylaws. 2 SIGNATURE Pursuant to 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. WYMAN PARK BANCORPORATION, INC. Date: March 17, 1998 By:/s/ Ernest A. Moretti --------------- --------------------- Ernest A. Moretti President and Chief Executive Officer EX-3 2 EXHIBIT 3 Exhibit 3 RESOLUTIONS OF THE BOARD OF DIRECTORS OF WYMAN PARK BANCORPORATION, INC. RELATING TO AMENDMENTS TO THE BY-LAWS WHEREAS, the Board of Directors (the "Board") met and discussed its intention that the Company continue to be the holding company of a community-oriented financial institution designed to meet the needs of the communities it serves; and WHEREAS, substantially all of the Company's loans are originated within its primary market area and substantially all of its deposits are obtained from individuals or entities located in its primary market area; and WHEREAS, the Board has determined that in order to adequately assess and best serve the needs of the Company's primary market area a director must be knowledgeable of and actively involved in the communities the Company serves; and WHEREAS, the Board believes, based upon the foregoing, that it would be appropriate and in the best interest of the Company and its shareholders to amend its By-laws to require that all directors be domiciled in or have their primary place of business located in the Company's primary market area; and WHEREAS, the Board has considered the size and diversity of the population base of its primary market area and believes that, if necessary or desired, there is a sufficient pool of potentially qualified individuals located therein who would be available for consideration for nomination as a director of the Company; and WHEREAS, the Board has further reviewed the bylaws of the Company in order to ensure that they serve and provide sufficient flexibility to the Company and has determined, upon consultation with counsel, that certain further amendments be made to such bylaws in order to assist in accomplishing such goals. NOW THEREFORE, be it RESOLVED, that the Board hereby approves the adoption of an amendment to Article II of the By-laws by adding the following new Section 10, as follows: Section 10. Qualifications. Any member of the Board of directors shall, in order to qualify as such, be domiciled in or have his or her primary place of business located in any county, a portion of which is within a twenty-five mile radius of any office of any financial institution subsidiary of the Company. BE IT FURTHER RESOLVED, that the appropriate officers of the Company be and hereby are authorized and directed to take all action necessary or appropriate to implement the foregoing resolutions and any actions previously taken by such officers be and hereby are approved, ratified and confirmed. I, Charmaine M. Snyder, the duly elected Secretary of Wyman Park Bancorporation, Inc., hereby certify that the foregoing is a true and accurate copy of the resolutions adopted by the Board of Directors of the company at a meeting held on 11th day of March, 1998, where a quorum was present and acting throughout. Date: March 11, 1998 /s/ Charmaine M. Snyder ----------------------- Charmaine M. Snyder -----END PRIVACY-ENHANCED MESSAGE-----