8-K 1 wyman8k792002.txt WYMAN PARK 8K 7/9/2002 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): July 9, 2002 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 July 9, 2002, the Registrant, Wyman Park Federal Savings & Loan Association, a federally-chartered savings and loan association ("Wyman Park") and wholly-owned subsidiary of the Registrant, and Bradford Bank, a federally-chartered savings bank ("Bradford"), entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which Bradford will acquire the Registrant and thereafter merge the Registrant and Wyman Park with and into Bradford, with Bradford surviving the merger. The Agreement provides that upon consummation of the Merger, and subject to certain further terms, conditions, limitations and procedures set forth in the Agreement, the holders of the Registrant's common stock will receive $14.55 in cash for each share of Registrant's common stock owned (other than shares to which dissenters' rights have been asserted in accordance with Delaware law). Bradford also will pay $14.55, less the respective exercise price, for each outstanding stock option to purchase the Registrant's common stock. The aggregate purchase price to be paid by Bradford for all of the outstanding shares and options to purchase the Registrant's common stock is approximately $13.5 million. Consummation of the Merger is expected to occur in the fourth quarter of the calendar year 2002, pending the approval of the stockholders of the Registrant and the receipt of all required regulatory approvals, as well as satisfaction of other customary closing conditions. The Agreement and the press release issued by the Registrant and Bradford on July 9, 2002 regarding the Merger are attached as exhibits to this report and are incorporated herein by reference. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to such Agreement. 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 2 Agreement and Plan of Merger, dated July 9, 2002, by and among Bradford Bank, Wyman Park Bancorporation, Inc. and Wyman Park Federal Savings & Loan Association. Exhibit 99.1 Press release dated July 9, 2002. 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: July 9, 2002 By: /s/ Ernest A. Moretti ----------------------------------- Ernest A. Moretti President and Chief Executive Officer (Duly Authorized Representative)