WHG BANCSHARES CORP
8-K, 1997-04-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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)
                                 April 23, 1997





                           WHG BANCSHARES CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




       Maryland                        0-27606             52-1953867
- ----------------------------         --------------      ---------------
(State or other jurisdiction         (SEC File No.)      (IRS Employer
     of incorporation)                                   Identification
                                                            Number)




1505 York Road, Lutherville, Maryland                   21093
- ----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)




Registrant's telephone number, including area code:  (410) 583-8700
                                                     ---------------




                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)



<PAGE>



                           WHG BANCSHARES CORPORATION

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 5.  Other Events
- ---------------------

      On April 23, 1997,  the  Registrant  announced  that it had  concluded the
repurchase of 76,952 shares totalling approximately 5% of its outstanding common
stock in the open market pursuant to a stock repurchase program announced by the
Registrant on April 15, 1997. The Registrant  currently has 1,462,107  shares of
common stock outstanding.

      For further  details,  reference is made to the Press  Release dated April
23, 1997,  which is attached hereto as Exhibit 99.1 and  incorporated  herein by
this reference.



Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits
- ---------------------------------------------------------------


Exhibit 99.1 -- Press Release dated April 23, 1997.





<PAGE>




                                   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, thereunto duly authorized.


                                          WHG BANCSHARES CORPORATION



Date: April 24, 1997                      By:  /s/ Peggy J. Stewart
     ------------------------                 ---------------------
                                              Peggy J. Stewart
                                              President and Chief
                                              Executive Officer










                                  EXHIBIT 99.1



<PAGE>


                    [WHG BANCSHARES CORPORATION LETTERHEAD]

FOR IMMEDIATE RELEASE               FOR FURTHER INFORMATION CONTACT:
- ---------------------               -------------------------------
April 23, 1997                      Peggy J. Stewart
                                    President and Chief Executive Officer
                                    (410) 583-8700

                     WHG BANCSHARES CORPORATION ANNOUNCES
                         COMPLETION OF STOCK REPURCHASE

      Lutherville,  Maryland  -- WHG  Bancshares  Corporation  (Nasdaq  SmallCap
Market-WHGB),  the parent  holding  company of Heritage  Savings  Bank,  F.S.B.,
Lutherville,  Maryland,  today announced that it has completed the repurchase of
5%, or 76,952 shares,  of the Company's  outstanding  common stock.  The Company
currently has 1,462,107 shares of common stock outstanding.

      The  Company  became the holding  company for the Bank on March 29,  1996,
following its initial public  offering at the time of the  Conversion.  Heritage
Savings Bank,  F.S.B.  is a federally  chartered  savings bank that conducts its
business  from its main  office  located in  Lutherville,  Maryland,  one branch
office  located in  Baltimore  City,  Maryland,  two branch  offices  located in
Baltimore  County,  Maryland,  and one branch office  located in Howard  County,
Maryland.  The Bank's deposits are insured up to the maximum legal amount by the
Federal Deposit  Insurance  Corporation  (FDIC).  The Company's  common stock is
traded on the Nasdaq SmallCap Market under the symbol "WHGB."





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