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 15, 1997
WHG BANCSHARES CORPORATION
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(Exact name of Registrant as specified in its Charter)
Maryland 0-27606 52-1953867
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
1505 York Road, Lutherville, Maryland 21093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 583-8700
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Not Applicable
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(Former name or former address, if changed since last Report)
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WHG BANCSHARES CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On April 15, 1997, the Registrant announced its earnings for the six
months ended March 31, 1997, the declaration of a quarterly cash dividend and
that it had received the necessary regulatory and Board approval to initiate a
repurchase of 5% or 76,952 shares of its outstanding common stock in the open
market pursuant to a stock repurchase program. The Registrant announced that the
repurchases would be made from time to time, subject to the availability of
stock.
For further details, reference is made to the Press Release dated April
15, 1997, which attached hereto as Exhibit 99.1 and incorporated herein by this
reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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Exhibit 99.1 -- Press Release dated April 15, 1997.
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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 17, 1997 By: /s/ Peggy J. Stewart
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Peggy J. Stewart
President and Chief
Executive Officer
EXHIBIT 99.1
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[WHG BANCSHARES CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
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April 15, 1997 Peggy J. Stewart
President and Chief Executive Officer
(410) 583-8700
WHG BANCSHARES CORPORATION ANNOUNCES
QUARTERLY EARNINGS, DIVIDEND AND 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 earnings for the quarter ended March 31,
1997. For the quarter ended March 31, 1997, the Company earned $202,907 or $.14
per share, as compared to net earnings of $144,717 for the quarter ended March
31, 1996. For the six months ended March 31, 1997, the Company earned $358,017
or $.24 per share, as compared to net earnings of $270,155 for the six months
ended March 31, 1996.
Total assets of the Company were $98.4 million at March 31, 1997, as
compared to $96.6 million at September 30, 1996. Stockholders' equity increased
to $21.5 million or $14.00 per share at March 31, 1997, as compared to $23.2
million or $14.34 per share at September 30, 1996. The decrease in stockholders'
equity during the second fiscal quarter is due primarily to a stock repurchase.
The Company also announced that the Board of Directors had declared a
$.05 per share cash dividend payable on June 10, 1997, to stockholders of record
as of the close of business on May 14, 1997. This is the third consecutive
dividend paid by the Company since becoming a public company.
The Company also announced that it intends to initiate a repurchase
plan covering up to 5%, or 76,952 shares, of the Company's common stock to be
purchased in the open market. The Company currently has 1,539,059 shares of
common stock outstanding. Mrs. Peggy J. Stewart, President and Chief Executive
Officer of the Company, indicated that the repurchase plan could mitigate some
of the potentially dilutive effects of the Company's stock option plan and would
also be available for general corporate use. The repurchases will be made from
time to time in open-market transactions, subject to the availability of stock.
On March 25, 1997, the Company announced the completion of the
repurchase of 81,003 shares of its common stock, representing 5% of the then
outstanding shares.
The Company became the holding company for the Bank on March 29, 1996,
following its initial public offering at the time of the conversion of the Bank
from the mutual to stock form of ownership. Results of operations prior to March
29, 1996, relate solely to the operations of the Bank.
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The Bank 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."
