SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------ SCHEDULE 13 D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a) Wyman Park Bancorporation, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 983086 10 9 -------------------------------------------------------------------------------- (CUSIP Number) Ernest A. Moretti 14 Bramble Lane Churchville, MD 21028 410-836-2750 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2000 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following papers) Page 1 of 6 Pages) CUSIP NO. 983086 10 9 13D Page 2 of 6 Pages ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS ERNEST A. MORETTI I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ---------- --------------------------------------------------------------------- 3 SEC USE ONLY ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ---------- --------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 61,522 BENEFICIALLY ---------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 2,320 REPORTING ---------- ------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 45,564 ---------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,320 ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,842 ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSONS* IN ---------- --------------------------------------------------------------------- Item 1. Security & Issuer -------------------------- This statement relates to the Class A common stock, par value $0.0l per share (the "Common Stock"), of Wyman Park Bancorporation, Inc. (the "Company"). The Company's principal executive offices are located at 11 West Ridgely Road, Lutherville, Maryland 21093. Item 2. Identity & Background ------------------------------ (a) This statement is filed by Ernest A. Moretti with respect to shares of Common Stock beneficially owned by him. (b) Mr. Moretti's residence address is located at 14 Bramble Lane, Churchville, MD 21028. (c) Mr. Moretti is the President and Chief Executive Officer of the Company, 11 West Ridgely Road, Lutherville, Maryland 21093 and also serves on the Board of Directors of the Company. (d) During the last five years, Mr. Moretti has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Moretti has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such a proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ernest A. Moretti is a citizen of the United States. Item 3. Source & Amount of Funds & Other Consideration ------------------------------------------------------- Mr. Moretti initially acquired 10,200 shares of Common Stock of the Company in the Company's initial public offering on January 5, 1998 using personal funds. The increase since that time in shares beneficially owned by Mr. Moretti does not reflect any further acquisitions by Mr. Moretti, but instead reflects inclusion of shares granted to Mr. Moretti through the Company's Recognition and Retention Plan (RRP), exercisable options awarded by the Company's stock option plan to Mr. Moretti and allocated shares under the Company's Employee Stock Ownership Plan (ESOP), as to which Mr. Moretti may exercise voting rights. On June 30, 2000, the shares allocated to Mr. Moretti's account under the Company's Employee Stock Ownership Plan (ESOP), as to which Mr. Moretti may exercise voting rights, increased his percentage share in the Company from 4.4% to 5.5%. Increases in Mr. Moretti's percentage ownership since that time resulted from open market stock repurchases by the Company, further grants of stock to Mr. Moretti under the RRP and further vesting of exercisable stock options, as set forth in the attached Exhibit A. 3 Item 4. Purpose of Transactions -------------------------------- The increase in shares did not arise from any transaction other than the previously reported acquisition of Mr. Moretti's shares during the IPO and subsequent grants by the Company. Mr. Moretti may make further purchases of Common Stock in the future and may dispose of any or all shares of Common Stock at any time. Mr. Moretti does not have any current plans that relate to, or could result in, any matters referred to in paragraphs (b) through (j) inclusive of Item 4 of Schedule 13D. Mr. Moretti may, at any time and from time to time, review or reconsider his position and formulate plans or proposals with respect thereto, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer --------------------------------------------- (a) Aggregate number of shares beneficially owned (and related percentage): (i) Ernest A. Moretti: 63,842 (7.5%) Such amount includes 29,908 shares of Common Stock which Mr. Moretti has the right to acquire pursuant to his ownership of vested stock options of the Company. (b) Sole or shared power to vote or dispose: (i) Ernest A. Moretti Sole power to vote or direct vote: 61,522 shares Shared power to vote or direct vote: 2,320 shares Sole power to dispose or direct disposition: 45,565 shares Shared power to dispose or direct disposition: 2,320 shares Mr. Moretti has the sole power to vote, but not the sole power to dispose, of 15,957 shares of Common Stock that have been allocated to Mr. Moretti's account in the ESOP. (c) In the last sixty days, Mr. Moretti has received an award of 2,927 shares from the RRP and has become vested in additional exercisable options of 9,936 shares. (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -------------------------------------------------------------------------------- There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Moretti and any person with respect to any securities of the Company, including but 4 not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits ------------------------------------------ Exhibit A: Summary of Stock Transactions Since June 30, 2000. 5 Signatures ---------- After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 28, 2001 /s/ Ernest A. Moretti ------------------------------------ Ernest A. Moretti 6 WYMAN PARK BANCORPORATION, INC EXHIBIT A. ERNEST A. MORETTI SUMMARY OF STOCK TRANSACTIONS SINCE JUNE 30, 2000 February 28, 2001
Total Shares Received Via Exercisable Allocated Held Via Beneficially % of DATE PURCHASED DIRECTLY RRP'S Options Via ESOP 401K Owned Class ---- ------------------ ----- ------- -------- ---- ----- ----- Shared Sole Voting Sole Voting Sole Voting Sole Sole Voting Voting & & & & Voting & Dispositive Dispositive Dispositive Dispositive Only Dispositive June 30, 2000 2,320 1 4,950 19,872 15,957 7,879 50,979 5.5% January 20, 2001 2,927 9,936 12,863 --------------------- ----------- -------------- ---------- ----------- -------------- February 28, 2001 2,320 1 7,877 29,808 15,957 7,879 63,842 7.5% --------------------- ----------- -------------- ---------- ----------- --------------