-----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, R5HXNys+740hgPUuvg1PxQpcoMCLqs8p4i6VXpJwnmtH1tMbNZdUo1F8yIlDxhs+ KQPITjBXx5nJq8qpCrwzZw== 0001125282-04-004826.txt : 20041004 0001125282-04-004826.hdr.sgml : 20041004 20041004162352 ACCESSION NUMBER: 0001125282-04-004826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041004 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANDY SPRING BANCORP INC CENTRAL INDEX KEY: 0000824410 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 520312970 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19065 FILM NUMBER: 041062822 BUSINESS ADDRESS: STREET 1: 17801 GEORGIA AVE CITY: OLNEY STATE: MD ZIP: 20832 BUSINESS PHONE: 3017746400 MAIL ADDRESS: STREET 1: 17801 GEORGIA AVENUE CITY: OLNEY STATE: MD ZIP: 20832 8-K 1 b401338_8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 4, 2004 Sandy Spring Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-19065 52-1532952 - ------------------------------ ------------------------ ------------------------ (State or other jurisdiction (Commission file (IRS Employer of incorporation) number) Identification Number) 17801 Georgia Avenue, Olney, Maryland 20832 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (301) 774-6400 -------------- Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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)) Item 8.01. Other Events On October 4, 2004, Sandy Spring Bancorp, Inc. issued the press release attached as Exhibit 99. Item 9.01. Financial Statements and Exhibits. (c) Exhibit 99 - News Release dated August 10, 2004. 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. SANDY SPRING BANCORP, INC. By: /s/ Hunter R. Hollar --------------------------- Hunter R. Hollar President and Chief Executive Officer Dated: October 4, 2004 EX-99 2 b401338ex_99.txt NEWS RELEASE EXHIBIT 99 [SANDY SPRING LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE SANDY SPRING BANCORP ANNOUNCES REDEMPTION OF TRUST PREFERRED SECURITIES OLNEY, MARYLAND, October 4, 2004 -- Sandy Spring Bancorp, Inc. (Nasdaq - - SASR, SASRP), the parent company of Sandy Spring Bank, announced today that all 1,400,000 of the 9.375% Cumulative Trust Preferred Securities (the "Trust Preferred Securities") issued by its subsidiary Sandy Spring Capital Trust I (the "Trust") will be redeemed on November 30, 2004 (the "Redemption Date"), at a redemption price equal to the $25.00 liquidation amount, plus accrued and unpaid distributions to the Redemption Date, for each Trust Preferred Security. The Trust Preferred Securities were originally issued in November 1999 and are listed on the Nasdaq National Market under the symbol "SASRP". Distributions will cease to accrue on the Trust Preferred Securities effective on the Redemption Date. The Bank of New York serves as Property Trustee for the Trust. Holders of the Trust Preferred Securities need not take any action to receive payment of the redemption price of the Trust Preferred Securities. Not later than November 30, 2004, funds will be deposited with the Depository Trust Corporation ("DTC") to pay the redemption price for all the Trust Preferred Securities. DTC will then distribute funds to its participants. The redemption of the Trust Preferred Securities is a result of the concurrent redemption by the Company of its 9.375% Junior Subordinated Deferrable Interest Debentures due 2029 (the "Debentures"), all of which are held by the Trust. The redemption is being funded from the proceeds of a new issue of $35,000,000 aggregate liquidation value of trust preferred securities issued in August 2004. ABOUT SANDY SPRING BANCORP/SANDY SPRING BANK With $2.4 billion in assets, Sandy Spring Bancorp is the holding company for Sandy Spring Bank and its principal subsidiaries, Sandy Spring Insurance Corporation and The Equipment Leasing Company. Sandy Spring Bancorp is the third largest publicly traded banking company headquartered in Maryland. Sandy Spring is a community banking organization that focuses its lending and other services on businesses and consumers in the local market area. Independent and community-oriented, Sandy Spring Bank was founded in 1868 and offers a broad range of commercial banking, retail banking and trust services through 30 community offices and 45 ATMs located in Anne Arundel, Frederick, Howard, Montgomery, and Prince George's counties in Maryland. Visit www.sandyspringbank.com for more information. For additional information or questions, please contact: Hunter R. Hollar, President & Chief Executive Officer, or James H. Langmead, Executive V.P. & Chief Financial Officer Sandy Spring Bancorp, Inc. 17801 Georgia Avenue Olney, Maryland 20832 1-800-399-5919 E-mail: HHollar@sandyspringbank.com JLangmead@sandyspringbank.com Web site: www.sandyspringbank.com FORWARD-LOOKING STATEMENTS: Sandy Spring Bancorp makes forward-looking statements in this News Release that are subject to risks and uncertainties. These forward-looking statements include: statements of goals, intentions, earnings expectations, and other expectations; estimates of risks and future costs and benefits; assessments of probable loan and lease losses; assessments of market risk; and statements of the ability to achieve financial and other goals. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by: management's estimates and projections of future interest rates, market behavior, and other economic conditions; future laws and regulations; and a variety of other matters which, by their nature, are subject to significant uncertainties. Because of these uncertainties, Sandy Spring Bancorp's actual future results may differ materially from those indicated. In addition, the Company's past results of operations do not necessarily indicate its future results. -----END PRIVACY-ENHANCED MESSAGE-----