<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
PATAPSCO BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
5. Total fee paid
_________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
[PATAPSCO BANCORP, INC. INC. LETTERHEAD]
September 23, 1997
Dear Stockholder:
You are invited to attend the annual meeting of stockholders
of Patapsco Bancorp, Inc. to be held at the office of The
Patapsco Bank located at 1301 Merritt Boulevard, Dundalk,
Maryland on Thursday, October 23, 1997 at 10:00 a.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
wholly owned subsidiary, The Patapsco Bank. Directors and
officers of the Company will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
Your vote is important, regardless of the number of shares you
own. This will not prevent you from voting in person but will
assure that your vote is counted if you are unable to attend the
meeting.
Sincerely,
/s/ Joseph J. Bouffard
Joseph J. Bouffard
President<PAGE>
<PAGE>
_________________________________________________________________
PATAPSCO BANCORP, INC.
1301 Merritt Boulevard
Dundalk, Maryland 21222-2194
(410) 285-1010
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 23, 1997
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Patapsco Bancorp, Inc.
(the "Company") will be held at the office of The Patapsco Bank
located at 1301 Merritt Boulevard, Dundalk, Maryland on Thursday,
October 23, 1997 at 10:00 a.m.
A Proxy Statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
The Board of Directors is not aware of any other business to
come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on September 15, 1997 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying form
of proxy which is solicited by the Board of Directors and to mail
it promptly in the accompanying envelope. The proxy will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Theodore C. Patterson
THEODORE C. PATTERSON
SECRETARY
Dundalk, Maryland
September 23, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
PATAPSCO BANCORP, INC.
1301 Merritt Boulevard
Dundalk, Maryland 21222-2194
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 23, 1997
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Patapsco
Bancorp, Inc. (the "Company") to be used at the annual meeting of
stockholders (the "Annual Meeting") which will be held at the
office of The Patapsco Bank (the "Bank") located at 1301 Merritt
Boulevard, Dundalk, Maryland on Thursday, October 23, 1997 at
10:00 a.m. This proxy statement and the accompanying notice and
form of proxy are being first mailed to stockholders on or about
September 23, 1997.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting and
all adjournments thereof. Proxies may be revoked by written
notice to Dr. Theodore C. Patterson, Secretary of the Company, at
the address shown above, by filing a later dated proxy prior to a
vote being taken on a particular proposal at the Annual Meeting
or by attending the Annual Meeting and voting in person. The
presence of a stockholder at the Annual Meeting will not in
itself revoke such stockholder's proxy.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the Annual Meeting. If any
other business is presented at the Annual Meeting, proxies will
be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. Shares
held in street name which have been designated by brokers on
proxies as not voted will not be counted as votes cast. Proxies
marked as abstentions or as broker non-votes, however, will be
treated as shares present for purposes of determining whether a
quorum is present.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 15, 1997 (the "Record Date") are entitled
to one vote for each share of Common Stock then held. At the
Record Date, the Company had 362,553 shares of Common Stock
issued and outstanding. The presence, in person or by proxy, of
at least a majority of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute
a quorum at the Annual Meeting.
1
<PAGE>
<PAGE>
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports regarding
such ownership pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The following table sets forth,
as of August 26, 1997, certain information as to the Common Stock
believed by management to be beneficially owned by persons owning
in excess of 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- ------------------ ------------ ------------
<S> <C> <C>
Patapsco Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP")
1301 Merritt Boulevard
Dundalk, Maryland 21224 37,249 (2) 10.3%
<FN>
____________
(1) In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, a person is deemed to be the beneficial owner,
for purposes of this table, of any shares of Common Stock if
he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire
beneficial ownership at any time within 60 days from the
Record Date. As used herein, "voting power" is the power to
vote or direct the voting of shares and "investment power"
is the power to dispose or direct the disposition of shares.
Except as otherwise noted, ownership is direct, and the
named individuals and group exercise sole voting and
investment power over the shares of the Common Stock.
(2) These shares are held in a suspense account for future
allocation among participating employees as the loan used to
purchase the shares is repaid. The ESOP trustees, currently
Directors McGowan, Patterson and Kinghorn, vote all
allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no
instructions have been received are voted by the ESOP
trustees in the same ratio as participants direct the voting
of allocated shares or, in the absence of such direction, as
directed by the Company's Board of Directors. At the Record
Date, 7,184 shares had been allocated.
</FN>
</TABLE>
2<PAGE>
<PAGE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
GENERAL
The Company's Board of Directors consists of eight members.
The Company's Articles of Incorporation require that directors be
divided into three classes, as nearly equal in number as
possible, with approximately one-third of the directors elected
each year. At the Annual Meeting, two directors will be elected
for a term expiring at the 2000 Annual Meeting. The Board of
Directors has nominated Joseph J. Bouffard and Nicole N.
Kantorski, each to serve as director for a three-year period.
All nominees are currently members of the Board. Under the
Company's Articles of Incorporation, directors are elected by a
plurality of the votes cast at a meeting at which a quorum is
present.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election of
the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
The following table sets forth, for each nominee for
director and continuing director of the Company, his or her age,
the year he or she first became a director of The Patapsco Bank
(the "Bank"), which is the Company's principal operating
subsidiary, and the expiration of his or her term as a director.
All such persons were appointed as directors in 1995 in
connection with the incorporation and organization of the
Company. Each director of the Company also is a member of the
Board of Directors of the Bank.
<TABLE>
<CAPTION> Year First
Age at Elected as Current
June 30, Director of Term
NAME 1997 the Bank to Expire
- ---- ----------- ------------ ---------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
Joseph J. Bouffard 47 1995 1997
Nicole N. Kantorski 39 1993 1997
DIRECTORS CONTINUING IN OFFICE
Thomas P. O'Neill 44 1995 1998
Joseph N. McGowan 70 1983 1998
Robert M. Lating 71 1990 1998
S. Robert Kinghorn 64 1989 1999
Douglas H. Ludwig 59 1992 1999
Theodore C. Patterson 65 1979 1999
</TABLE>
3
<PAGE>
<PAGE>
Set forth below is information concerning the Company's
directors. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
JOSEPH J. BOUFFARD, Sr. joined the Bank's predecessor,
Patapsco Federal Savings and Loan Association (the
"Association"), in April, 1995 as its President and Chief
Executive Officer. Prior to joining the Association, from
December 1990 Mr. Bouffard was Senior Vice President of The Bank
of Baltimore, and its successor, First Fidelity Bank. Prior to
that, he was President of Municipal Savings Bank, FSB in Towson,
Maryland. He is a current Board member of the Dundalk Community
College Foundation and the Eastern Baltimore County Chamber of
Commerce. He is a former chairman of the Board of Governors of
the Maryland Mortgage Bankers Association. He served as
Treasurer of the Neighborhood Housing Services of Baltimore and
was a charter member and Treasurer of the TowsonTowne Rotary
Club.
NICOLE N. KANTORSKI is Budget Director for the Baltimore
County Police Department, a position she has held since 1988,
except for six months in 1992, during which time she served as
Chief of Staff to the Baltimore County Executive. On a part-
time basis, Ms. Kantorski is a practicing attorney and is also a
Certified Public Accountant.
THOMAS P. O'NEILL is the managing partner of the regional
accounting firm of Wolpoff & Company, LLP. He joined the firm
as a staff accountant in 1974 and became a partner in 1983. Mr.
O'Neill is a member of the American Institute of Certified
Public Accountants, the Maryland Association of Certified Public
Accountants and the Pennsylvania Associates of Certified Public
Accountants. He has served on the boards of many charitable and
civic groups and is currently a board member of the Notre Dame
Preparatory School and the St. Ambrose Housing Aid Center.
JOSEPH N. MCGOWAN is Vice Chairman of the Board of
Directors of both the Company and the Bank and is Director of
Training for the Baltimore County Police Department. He is a
Past President of the Board of Education of Baltimore County,
Maryland Association of Boards of Education, the Baltimore
County Police Athletic League, the Baltimore County Police
Foundation and the Board of Governors of the Sparrows Point
Country Club. Mr. McGowan is also a member of the Engineers
Club of Sparrows Point.
ROBERT M. LATING is President and Manager of Model Realty
and a partner in C&L Associates, an apartment complex management
group in Baltimore, Maryland. He is a past member of the
Dundalk Rotary Club and a current member of the Dundalk
Association of Business.
S. ROBERT KINGHORN is Chairman of the Board of Directors of
both the Company and the Bank. He retired in May 1992 after 33
years of service with Bethlehem Steel Corporation where he
served in several management positions. Most recently, he
served for ten years as Controller of Bethlehem's Sparrows Point
Plant. Mr. Kinghorn is a past member of the Board of Directors
of the Baltimore County Police Foundation and has served on his
local Neighborhood Improvement Association. He is a member of
the Sparrows Point Country Club where he was elected to two
three-year terms on the Board of Governors and served two years
as President and three years as Treasurer.
DOUGLAS H. LUDWIG served as a teacher, counselor and
principal in the high schools of the southeast area of the
Baltimore County Public Schools until his retirement in 1992.
Mr. Ludwig has been active in many community organizations
during his 46 years of residence in Dundalk.
THEODORE C. PATTERSON is Secretary of both the Company and
the Bank and is a retired physician. Prior to his retirement in
September 1996, he was the Medical Director of Meridian-Heritage
Nursing Center and staff physician at the Fort Howard V.A.
Medical Center. He is the recipient of many awards including
Dundalk Citizen of the Year for 1990, Baltimore County Physician
Community Service Award, University of Maryland School of
Medicine Dedicated Service Award, and most recently, the
Distinguished Service Award given by the University of Maryland
Medical Alumni Association. He has held leadership positions in
a number of community organizations.
4
<PAGE>
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Bank who do not serve on the Board of
Directors.
<TABLE>
<CAPTION>
Age at
June 30,
Name 1997 Title with the Bank
- ---- -------- -------------------
<S> <C> <C>
Debra L. Brockschmidt 41 Vice President - Operations
Frank J. Duchacek, Jr. 53 Vice President - Commercial Lending
Timothy C. King 35 Vice President and Controller
John W. McClean 53 Vice President - Real Estate Lending
Joseph R. Sallese 62 Vice President - Consumer Lending
</TABLE>
DEBRA L. BROCKSCHMIDT has served in various capacities
since joining the Bank in 1974 and has served in her present
capacity as Vice President of Operations since 1992. Ms.
Brockschmidt is Secretary and the former President of the
Breakfast Optimist Club of Dundalk, Lieutenant Governor of the
Maryland-South Delaware Optimist District, Treasurer of the
Dundalk Association of Business, Inc. and Director of the
Maryland Institute of Financial Education. She is a member of
the Management Studies Advisory Board of Dundalk Community
College, the Eastern Baltimore Area Chamber of Commerce, the
North Point Peninsula Community Coordinating Council and the
Sandy Plains Elementary School Improvement Team and various
boards and committees of the Patapsco United Methodist Church.
FRANK J. DUCHACEK, JR. joined the Bank in February 1996 as
its Vice President of Commercial Lending. Prior to that time,
Mr. Duchacek was a credit underwriter and business development
officer for First Union Bank, successor of First Fidelity Bank,
N.A. From 1989 to 1993, Mr. Duchacek was a department manager
for commercial lending at Provident Bank of Maryland. During
the preceding 28 years, Mr. Duchacek occupied various lending
and management positions with Union Trust Bank and its
successor, Signet Bank, Maryland. Mr. Duchacek served as a
member of the Maryland Home Improvement Commission and currently
is active with the Greater Kingsville Civic Association and St.
John's Episcopal Church in Kingsville, Maryland.
TIMOTHY C. KING has served as Controller since he joined
the Bank in April 1995. From November 1994 to January 1995, Mr.
King was the Assistant Controller of Saint Casimirs Savings Bank
in Baltimore, Maryland, and, prior to that, he was the Chief
Financial Officer and Treasurer of Capital Savings Bank, F.S.B.
in Timonium, Maryland from 1988 through October 1994.
John W. McClean joined the Bank in August 1995 as its Vice
President of Real Estate Lending. From January 1994 to August
1995, Mr. McClean was a self-employed business consultant.
Prior to engaging in his own business, Mr. McClean was employed
by Baltimore Bancorp from December 1990 as Vice President of the
Bank of Baltimore's Asset Management and Disposition Group and
from December 1985 as Senior Vice President and Chief Lending
Officer of Municipal Savings Bank. Prior to that, Mr. McClean
spent 20 years working for First National Bank of Maryland in
the Commercial Real Estate Department. Mr. McClean is a past
president of the Maryland Mortgage Bankers Association and has
served on the Board of Neighborhood Housing Services of
Baltimore. He is the Vice President of Finance of the Baltimore
County Volunteer Firemen's Association and past president and
current member of the Board of Directors of the Providence
Volunteer Fire Company. Mr. McClean also serves on the Board of
Directors of the Windemere Community Association.
JOSEPH R. SALLESE joined the Bank in May 1995 as Vice
President of Consumer Lending. Prior to that time, Mr. Sallese
was Vice President - Indirect Lending with the Bank of Baltimore
and its successor, First Fidelity Bank, for over 35 years. Mr.
Sallese serves on the Finance Committee of Our Lady of Hope
Church and is a former Treasurer of its Home and School
Association.
5
<PAGE>
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company holds regular monthly
meetings and holds special meetings as needed. During the year
ended June 30, 1997, the Board of Directors of the Company met
14 times. No director of the Company attended fewer than 75% in
the aggregate of the total number of Board meetings held while
he was a member during the year ended June 30, 1997 and the
total number of meetings held by committees on which he or she
served during such fiscal year.
The Board of Directors' Audit Committee consists of
Directors Bouffard, Ludwig and Kantorski, who serves as
Chairperson. The Committee met four times during the year ended
June 30, 1997 to examine and approve the audit report prepared
by the independent auditors of the Company, to review and
recommend the independent auditors to be engaged by the Company,
to review the internal audit function and internal accounting
controls, and to review and approve Company policies.
The Company's full Board of Directors acts as a nominating
committee. The Company's full Board of Directors met once as a
Nominating Committee during the year ended June 30, 1997. In
its deliberations, the Board, functioning as a nominating
committee, considers the candidate's knowledge of the banking
business and involvement in community, business and civic
affairs, and also considers whether the candidate would provide
for adequate representation in its market area. The Company's
Articles of Incorporation set forth procedures that must be
followed by stockholders seeking to make nominations for
directors. In order for a stockholder of the Company to make
any nominations, he or she must give written notice thereof to
the Secretary of the Company not less than thirty days nor more
than sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later
than the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders. Each
such notice given by a stockholder with respect to nominations
for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each
nominee proposed in such notice; (ii) the principal occupation
or employment of each such nominee; and (iii) the number of
shares of stock of the Company which are beneficially owned by
each such nominee. In addition, the stockholder making such
nomination must promptly provide any other information
reasonably requested by the Company.
The Board of Directors' Compensation Committee consists of
Directors McGowan, Kinghorn, Patterson, Bouffard and O'Neill.
The Compensation Committee evaluates the compensation and
benefits of the directors, officers and employees, recommends
changes, and monitors and evaluates employee performance. The
Compensation Committee met three times during the fiscal year
ended June 30, 1997.
6
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for the fiscal years ended June 30, 1997, 1996 and
1995 awarded to or earned by the Chief Executive Officer for
services rendered in all capacities to the Company and the Bank
during those years. No other executive officer of the Company
earned salary and bonus in fiscal 1997 exceeding $100,000 for
services rendered in all capacities to the Company and the Bank.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (1) ----------------------
Name and --------------------------------- Restricted Securities
Principal Fiscal Other Annual Stock Underlying
Position Year Salary Bonus Compensation Award(s) Options
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph J. Bouffard 1997 $89,265 $ -- $6,000 (2) $85,745 (3) 6,743
President and CEO 1996 87,600 3,369 6,000 -- --
1995(4) 22,563 -- 1,500 -- --
<FN>
_____________
(1) Executive officers of the Bank receive indirect compensation in the form of certain
perquisites and other personal benefits. The amount of such benefits received by
the named executive officers in fiscal 1997 did not exceed 10% of each of the
executive officer's respective salary and bonus.
(2) Consists of a $6,000 automobile allowance.
(3) Value shown in the table is based on the closing price of the Common Stock of
$27.50 as quoted on the National Quotation Bureau "Pink Sheets" on the date of
grant, October 11, 1996. The restricted Common Stock awarded vests at the rate of
20% per year following the date of grant, with the first 20% vesting on October 11,
1997. As of June 30, 1997, based on the closing sale prices of the Common Stock of
$27.50, as reported on the National Quotation Bureau "Pink Sheets," the aggregate
value of the restricted Common Stock held by Mr. Bouffard was $85,745. In
addition, the Company's Management Recognition Plan ("MRP") Trust holds $38,975 in
cash representing accrued dividends for the benefit of Mr. Bouffard. In the event
the Company pays dividends with respect to its Common Stock, when shares of
restricted stock vest and/or are distributed, the holder will be entitled to
receive any cash dividends and a number of shares of Common Stock equal to any
stock dividends, declared and paid with respect to a share of restricted Common
Stock between the date the restricted stock was awarded and the date the restricted
stock is distributed, plus interest on cash dividends, provided that dividends paid
with respect to unvested restricted stock must be repaid to the Company in the
event the restricted stock is forfeited prior to vesting.
(4) Information for fiscal year 1995 reflects salary paid to Mr. Bouffard from when he
became President and Chief Executive Officer of the Bank in April 1995 through June
30, 1995.
</FN>
</TABLE>
7<PAGE>
<PAGE>
Option Grants in Fiscal Year 1997. The following table
contains information concerning the grant of stock options
during the year ended June 30, 1997 to the executive officer
named in the Summary Compensation Table set forth above.
<TABLE>
<CAPTION>
Percent
of Total
Number of Options
Securities Granted to
Underlying Employees
Options in Fiscal Exercise Expiration
Name Granted(1) Year Price(2) Date
- ---- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Joseph J. Bouffard 6,743 19.6% $18.91 10/11/2006
<FN>
_________________
(1) All options become exercisable at the rate of 20% per year following the
date of grant, with the first 20% having become exercisable on October 11,
1997.
(2) Adjusted to reflect effect of a nontaxable special dividend classified as
a return of capital of $12.50 per share paid on June 27, 1997.
</FN>
</TABLE>
Year-End Option Values. The following table sets forth
information concerning the value as of June 30, 1997 of options
held by the executive officers named in the Summary Compensation
Table set forth above.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year-End at Fiscal Year-End (1)
------------------------- -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C>
Joseph J. Bouffard --/6,743 $--/$57,922
<FN>
_____________
(1) Based on the difference between the fair market value of the underlying
Common Stock of $27.50 as quoted on the National Quotation Bureau "Pink
Sheets" on June 30, 1997 and the exercise price of $18.91 per share.
</FN>
</TABLE>
No options were exercised during fiscal year 1997, and no
options held by any executive officer of the Company repriced
during the past ten full fiscal years.
DIRECTOR COMPENSATION
Each member of the Company's Board of Directors receives a
fee of $450 (increased from $400 effective in January 1997) for
each regular and special meeting attended of the Company's Board
of Directors and $200 for each meeting attended of a committee
of either the Company's or the Bank's Board of Directors. No
fees are paid for attendance at meetings of the Bank's Board of
Directors. The Chairman of the Board receives an additional
$250 per month. Directors also participate in the Company's
1996 Stock Option and Incentive Plan, Management Recognition
Plan and Incentive Compensation Plan. During the year ended
June 30, 1997, Directors Kinghorn, McGowan, Bouffard, Kantorski,
Lating, Ludwig, O'Neill and Patterson received options to
acquire 1,812, 1,345, 6,743, 1,302, 1,685, 1,558, 1,404 and
1,770 shares of Common Stock, respectively, and restricted stock
awards of 694, 694, 3,118, 694, 694, 694, 186 and 694 shares of
Common Stock, respectively. Directors did not receive any
payments under the Incentive Compensation Plan during the year
ended June 30, 1997.
8<PAGE>
<PAGE>
The Bank has entered into deferred compensation agreements
(collectively, the "Deferred Compensation Agreements") with
Directors McGowan and Patterson. The Deferred Compensation
Agreements provide that directors McGowan and Patterson will
defer receipt of a portion of their director fees and that such
fees will be invested by the Bank for the future benefit of such
directors. Following attainment by Directors McGowan and
Patterson of age 72 and 70, respectively, for a ten year period
they will receive monthly payments in amounts based on the fees
deferred. Additionally, the Deferred Compensation Agreements
require certain payments in the event of a participant's death
and provide for certain reductions in the amounts payable to a
participant in the event of the participant's termination of
service with the Bank prior to his death or retirement. In
fiscal 1997, the Deferred Compensation Agreement with Dr.
Patterson was terminated and he received the value of his fees
deferred over the term of the Deferred Compensation Agreement
plus earnings thereon.
EMPLOYMENT AGREEMENTS
Effective April 1, 1996, the Company and the Bank entered
into employment agreements (the "Employment Agreements") with
Mr. Joseph J. Bouffard, President and Chief Executive Officer of
the Bank and of the Company. In such capacities, Mr. Bouffard
is responsible for overseeing all operations of the Bank and the
Company, and for implementing the policies adopted by the Boards
of Directors of the Company and the Bank. The Employment
Agreements provide for a term of three years. On each
anniversary date from the date of commencement of the Employment
Agreements, the term of Mr. Bouffard's employment under the
Employment Agreements may be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors that Mr. Bouffard's
performance has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide Mr. Bouffard with a salary review by the
Boards of Directors not less often than annually, as well as
with inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits and vacation and sick
leave. Mr. Bouffard's base salary currently is $100,000. The
Employment Agreements will terminate upon Mr. Bouffard's death
or disability, and are terminable by the Bank for "just cause"
as defined in the Employment Agreements. In the event of
termination for just cause, no severance benefits are available.
If the Company or the Bank terminates Mr. Bouffard without just
cause, he will be entitled to a continuation of his salary and
benefits from the date of termination through the remaining
terms of the Employment Agreements plus an additional 12-month
period (but not, from the Bank, in excess of three times his
five years' average compensation). If the Employment Agreements
are terminated due to Mr. Bouffard's "disability" (as defined in
the Employment Agreements), he will be entitled to a
continuation of his salary and benefits through the date of such
termination, including any period prior to establishment of Mr.
Bouffard's disability. In the event of Mr. Bouffard's death
during the term of the Employment Agreements, his estate will be
entitled to receive his salary through the last day of the month
in which his death occurs.
The Employment Agreements provide that in the event of Mr.
Bouffard's involuntary termination of employment in connection
with, or within one year after, any "change in control" (as
defined in the Employment Agreements) of the Bank or the
Company, other than for "just cause," Mr. Bouffard will be paid
within 10 days of such termination an amount equal to the
difference between (i) 2.99 times his "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code, and (ii) the
sum of any other parachute payments, as defined under Section
280G(b)(2) of the Internal Revenue Code, that Mr. Bouffard
receives on account of the change in control. The Employment
Agreement with the Bank provides that within five business days
before or after a change in control which was not approved in
advance by a resolution of a majority of the Continuing
Directors, the Bank shall fund, or cause to be funded, a trust
in the amount of 2.99 times Mr. Bouffard's base amount, that
will be used to pay Mr. Bouffard amounts owed to him upon
termination, other than for just cause. The Employment
Agreements also provide for a similar lump sum payment to be
made in the event of Mr. Bouffard's voluntary termination of
employment within one year following a change in control, upon
the occurrence, or within 90 days thereafter, of certain
specified events following the change in control, which have not
been consented to in writing by Mr. Bouffard. Such events
generally relate to a reduction in Mr. Bouffard's salary,
benefits or duties. The aggregate payments that would be made
to Mr. Bouffard assuming his termination of employment under the
foregoing circumstances at June 30, 1997 would have been
approximately $299,000. These provisions may have an anti-
takeover effect by making it more expensive for a potential
9<PAGE>
<PAGE>
acquiror to obtain control of the Company. In the event that
Mr. Bouffard prevails over the Company and the Bank in a legal
dispute as to the Employment Agreements, he will be reimbursed
for his legal and other expenses.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors and officers. These
loans currently are made in the ordinary course of business with
the same collateral, interest rates and underwriting criteria as
those of comparable transactions prevailing at the time and do
not involve more than the normal risk of collectibility or
present other unfavorable features. Under current law, the
Bank's loans to directors and executive officers are required to
be made on substantially the same terms, including interest
rates, as those prevailing for comparable transactions and must
not involve more than the normal risk of repayment or present
other unfavorable features. Furthermore, all loans to such
persons must be approved in advance by a disinterested majority
of the Board of Directors. At June 30, 1997, the Bank's loans
to directors and executive officers totaled $107,401, or 1.3% of
the Company's stockholders' equity, at that date.
________________________________________________________________
Security Ownership of Management
________________________________________________________________
The following table sets forth, as of the Record Date, the
beneficial ownership of the Company's Common Stock by each of
the Company's directors and nominees, the sole executive officer
named in the Summary Compensation Table and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
BENEFICIAL COMMON STOCK
NAME OWNERSHIP(1) OUTSTANDING
- ---- ------------ -----------
<S> <C> <C>
Joseph J. Bouffard 8,226 (2) 2.3%
S. Robert Kinghorn 5,656 (3) 1.6
Nicole N. Kantorski 3,054 0.8
Robert M. Lating 4,781 1.3
Douglas H. Ludwig 4,354 (4) 1.2
Joseph N. McGowan 2,913 0.8
Thomas P. O'Neill 2,566 (5) 0.7
Theodore C. Patterson 5,298 1.5
All Executive Officers and Directors
as a Group (13 persons) 58,293 (6) 16.0
</TABLE>
____________
(1) For the definition of beneficial ownership, see footnote 1
to the table in "Voting Securities and Principal Holders
Thereof." Unless otherwise indicated, ownership is direct
and the named individual exercises sole voting and
investment power over the shares listed as beneficially
owned by such person. Amounts shown include 1,348, 362,
260, 337, 311, 269, 280, 354 and 6,891 shares which may be
acquired by Directors Bouffard, Kinghorn, Kantorski, Lating,
Ludwig, McGowan, O'Neill and Patterson, and by all directors
and executive officers of the Company as a group,
respectively, upon the exercise of options exercisable
within 60 days of the Record Date. Amounts shown include
3,118, 694, 694, 694, 694, 694, 186 and 694 shares of
restricted Common Stock which are beneficially owned by
Directors Bouffard, Kinghorn, Kantorski, Lating, Ludwig,
McGowan, O'Neill and Patterson, respectively, and held in
the MRP Trust. Does not include shares with respect to
which Directors McGowan, Kinghorn and Patterson have "voting
power" by virtue of their positions as trustees of the
trusts holding 37,249 shares under the Company's ESOP and
14,502 shares under the MRP. Shares held by the ESOP trust
and allocated to the accounts of participants are voted in
accordance with the participants' instructions, and
unallocated shares are voted in the same ratio as ESOP
participants direct the voting of allocated shares or, in
the absence of such direction, in the ESOP trustees' best
judgment. The shares held by the MRP trust are voted in the
same proportion as the ESOP trustees vote the shares held in
the ESOP trust.
10<PAGE>
<PAGE>
(2) Includes 100 shares owned by Mr. Bouffard's wife, 100 shares
owned by Mr. Bouffard's wife as custodian for their son and
100 shares owned by Mr. Bouffard's son.
(3) Consists of 4,500 shares owned by a trust of which Mr.
Kinghorn and his wife are trustees.
(4) Includes 349 shares owned by Mr. Ludwig's wife.
(5) Includes 100 shares owned by Mr. O'Neill as custodian for
his daughter.
(6) Includes shares held by certain directors and executive
officers as custodian under the Uniform Transfer to Minors
Act and by their spouses as set forth above. The amount
shown includes 4,431 shares of Common Stock allocated to the
accounts of all executive officers and directors as a group
under the ESOP.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
KPMG Peat Marwick LLP, which was the Company's independent
certified public accounting firm for the 1997 fiscal year, has
been retained by the Board of Directors to be the Company's
auditors for the 1998 fiscal year. A representative of KPMG
Peat Marwick LLP is expected to be present at the Annual Meeting
and will have the opportunity to make a statement if he or she
so desires.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement and matters incident to the
conduct of the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of
the Board of Directors.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's 1997 Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
11<PAGE>
<PAGE>
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's main office at 1301 Merritt Boulevard,
Dundalk, Maryland 21222-2194, no later than May 26, 1998. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Theodore C. Patterson
THEODORE C. PATTERSON
SECRETARY
Dundalk, Maryland
September 23, 1997
________________________________________________________________
ANNUAL REPORT ON FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED JUNE 30, 1997 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
CORPORATE SECRETARY, PATAPSCO BANCORP, INC., 1301 MERRITT
BOULEVARD, DUNDALK, MARYLAND 21222-2194.
________________________________________________________________
12<PAGE>
<PAGE>
REVOCABLE PROXY
________________________________________________________________
PATAPSCO BANCORP, INC.
Dundalk, Maryland
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 23, 1997
The undersigned hereby appoints Douglas H. Ludwig, Thomas
P. O'Neill and Robert H. Lating, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of Common Stock of Patapsco Bancorp, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders, to be held at the office of The Patapsco Bank,
located at 1301 Merritt Boulevard, Dundalk, Maryland on
Thursday, October 23, 1997, at 10:00 a.m., and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Joseph J. Bouffard
Nicole N. Kantorski
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
_______________________
The Board of Directors recommends a vote "FOR" each of the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED PROPOSITION
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the annual meeting,
a Proxy Statement dated September 23, 1997 and an Annual Report
to Stockholders.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this form of proxy was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should
sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
