0000950159-13-000316.txt : 20130513 0000950159-13-000316.hdr.sgml : 20130513 20130513102913 ACCESSION NUMBER: 0000950159-13-000316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130510 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130513 DATE AS OF CHANGE: 20130513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50345 FILM NUMBER: 13835730 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 8-K 1 oldline8k.htm OLD LINE BANCSHARES, INC. FORM 8-K oldline8k.htm
 
 
UNITED STATES
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): May 10, 2013

Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)


Maryland
000-50345
20-0154352
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     
 
1525 Pointer Ridge Place
  
  Bowie, Maryland              20716
  (Address of Principal Executive Offices)       (Zip Code)


Registrant’s Telephone Number, Including Area Code: 301-430-2500

N/A
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
   
____
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
____
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
   
____
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
____
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4(c))

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Section 2-Financial Information

Item 2.01 Completion of Acquisition of Disposition of Assets.

On May 10, 2013, Old Line Bancshares, Inc. (“Bancshares”), the parent company of Old Line Bank, completed its acquisition of WSB Holdings, Inc. (“WSB Holdings”), the parent company of The Washington Savings Bank, F.S.B., (“The Washington Savings Bank”), through the merger of WSB Holdings with and into Bancshares (the “Merger”).  The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of September 10, 2012, by and between Bancshares and WSB Holdings, as amended (the “Merger Agreement”).
 
As a result of the Merger, each share of common stock of WSB Holdings was converted into the right to receive, at the holder’s election, approximately $6.07 in cash or .5570 shares of Bancshares’ common stock, provided (i) cash will be paid in lieu of any fractional shares of Bancshares common stock and (ii) 2,792,974 shares of common stock of WSB Holdings will be exchanged for cash in the Merger, with the remaining shares of WSB Holdings common stock being exchanged for 2,909,563 shares of Bancshares common stock.  The aggregate Merger consideration was approximately $48.5 million as calculated pursuant to the Merger Agreement, with a value of approximately $54.7 million based on recent market prices of Bancshares’ common stock.
 
In connection with the Merger, the parties have caused The Washington Savings Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.
 
A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.
 

Section 5-Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, on May 10, 2013, the Board of Directors of Bancshares and Old Line Bank appointed William J. Harnett, former Chairman of the Board of WSB Holdings, and Michael J. Sullivan, a former Director of WSB Holdings, to their boards of directors.  Bancshares’ Board of Directors has not yet determined on which committees of the Board of Directors these individuals will serve. Messrs. Harnett and Sullivan will receive the same compensation as currently paid to our other Board members: (i) $700 for each attended meeting of the Board of Directors; (ii) $400 for each attended meeting of the Asset & Liability Committee, Audit Committee, Governance Committee, Compensation Committee and Strategic Operations Committee and $300 for each attended meeting of the Loan Committee (or $200 per attendance at any of these meetings via teleconference in lieu of in person), with the Chairman of the Audit Committee, Compensation Committee and the Governance Committee receiving an additional $400 for each attended meeting of these committees; and (iii) a $3,000 quarterly retainer.
 
Item 9.01 Financial Statements and Exhibits
 
(a)  Financial Statements of Businesses Acquired.
 
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(b)  Pro Forma Financial Information.
 
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
 
(d)  Exhibits
 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

SIGNATURES

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 hereunto duly authorized.


 
OLD LINE BANCSHARES, INC.
   
   
Date:  May 13, 2013
By:  /s/ Mark A. Semanie
 
Mark A. Semanie, Chief Operating Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
 
 
Exhibit 99.1

Old Line Bancshares Completes Acquisition of WSB Holdings, Inc.; Combined Total Assets to Exceed $1.1 Billion with 23 Branch Network
 
BOWIE, Md., May 10, 2013 (GLOBE NEWSWIRE) -- Old Line Bancshares, Inc. (Nasdaq:OLBK), the parent company of Old Line Bank, today announced the completion of its acquisition of WSB Holdings, Inc., the parent company of The Washington Savings Bank, F.S.B. (TWSB).
 
The combination of Old Line Bank and The Washington Savings Bank creates the fifth-largest independent commercial bank based in Maryland, with assets of more than $1.1 billion and, with 23 full service branches serving five counties, the combined bank will have the third-most banking locations of all independent Maryland-based commercial banks. The combination features local management, excellent coverage, and a promising growth opportunity as a result of the above average demographics throughout the five counties in which we operate. We should be well positioned to expand beyond our presence as the premiere community banking organization along the Eastern side of the corridor between Baltimore and Washington, and through the rapidly expanding communities and business zones in Southern Maryland.
 
"We have now tripled our size, since the beginning of 2011, in terms of total assets, increased our branch network to 23 facilities and added a significant new source of non-interest income in the form of TWSB’s mortgage operations" said James W. Cornelsen, President and Chief Executive Officer of Old Line Bancshares, Inc.
 
The aggregate merger consideration was approximately $54.7 million and was funded through a combination of cash and issuance of 2,909,563 shares of Old Line Bancshares, Inc. common stock. Pursuant to the Merger Agreement, Old Line Bancshares, Inc. has added William J. Harnett, former Chairman of both The Washington Savings Bank, F.S.B.  and  WSB Holdings, Inc., and Michael J. Sullivan, former director of both The Washington Savings Bank, F.S.B. and WSB Holdings, Inc., to its board of directors and to the board of directors of Old Line Bank.
 
Old Line Bancshares, Inc. is the surviving parent entity, and The Washington Savings Bank, F.S.B.  has merged with and into Old Line Bank, with Old Line Bank being the surviving bank.
 
Danielson Associates, LLC acted as financial adviser to Old Line Bancshares, Inc., and Ober, Kaler, Grimes & Shriver, P.C. acted as its legal counsel. RP Financial, LC acted as financial adviser to WSB Holdings, Inc. and Gordon Feinblatt LLC acted as its legal counsel.
 
Old Line Bancshares, Inc. is the parent company of Old Line Bank, a Maryland chartered commercial bank headquartered in Bowie, Maryland, approximately 10 miles east of Andrews Air Force Base and 20 miles east of Washington, D.C. Old Line Bank also operates from a branch in Bowie, Maryland, two branches in Waldorf, Maryland, one branch in Annapolis, Maryland, one branch in Crofton, Maryland and five additional branches in Prince George's County, Maryland. Its primary market area is the suburban Maryland (Washington, D.C. suburbs) counties of Prince George's, Anne Arundel, Charles and northern St. Mary's. It also targets customers throughout the greater Washington, D.C. metropolitan area. Old Line Bank has had 55 consecutive quarters of profitability.
 
Caution Regarding Forward-Looking Statements
 
The statements in this press release that are not historical facts, in particular the statement regarding being well positioned to expand beyond our current presence constitutes a "forward-looking statement" as defined by Federal securities laws. Such statement is subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statement.  Actual results could differ materially from those currently anticipated due to a number of factors, including, but not limited to, that integrating WSB's business into our own could take longer or be more difficult than anticipated, deterioration in economic conditions or a slower than anticipated recovery in our target markets or nationally, sustained high levels of or further increases in the unemployment rate in our target markets, the actions of our competitors and our ability to successfully compete, in particular in new market areas, and changes in laws impacting our ability to collect on outstanding loans or otherwise negatively impact our business, including regulations implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010. Forward-looking statements speak only as of the date they are made. Old Line Bancshares, Inc. will not update forward-looking statements to reflect factual assumptions, circumstances or events that have changed after a forward-looking statement was made. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For further information regarding risks and uncertainties that could affect forward-looking statements Old Line Bancshares, Inc. may make, please refer to the filings made by Old Line Bancshares, Inc. with the U.S. Securities and Exchange Commission available at www.sec.gov.

CONTACT: JAMES W. CORNELSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(301) 430-2530