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)
March 18, 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 March 18, 1997, the Registrant announced that it had received the
necessary regulatory and Board approval to initiate a repurchase of 5% or 81,003
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.
On March 25, 1997, the Registrant announced that it had concluded the
repurchase of 81,003 shares totalling approximately 5% of its outstanding common
stock in the open market pursuant to a stock repurchase program announced by the
Registrant on March 18, 1997.
For further details, reference is made to the Press Releases dated March
18, 1997 and March 25, 1997, which are attached hereto as Exhibits 99.1 and
99.2, respectively, 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 March 18, 1997.
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Exhibit 99.2 -- Press Release dated March 25, 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: March 25, 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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March 18, 1997 Peggy J. Stewart
President and Chief Executive Officer
(410) 583-8700
WHG BANCSHARES CORPORATION ANNOUNCES 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 intends to initiate a repurchase
plan covering up to 5%, or 81,003 shares, of the Company's common stock to be
purchased in the open market. The Company currently has 1,620,062 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.
In January of this year, the Board of Directors approved a repurchase of
up to 10% of the outstanding stock of the Company. The Company subsequently
filed an application with the Office of Thrift Supervision ("OTS") for
permission to repurchase up to 10% of the Company's outstanding common stock
during the first year following the conversion of the Bank from the mutual to
stock form of ownership (the "Conversion"). The OTS has routinely granted such
requests in the past and has permitted additional repurchases of up to 15% in
the second year following the Conversion. The Company fully expected to receive
permission from the OTS, and intended, to conduct a 10% repurchase at the
present time and apply for additional repurchases in the second year following
the Conversion. However, on February 27, 1997, the OTS informed the Company that
it had changed its position regarding stock repurchases by recently converted
institutions and would no longer allow such institutions to repurchase any stock
during the first year following the Conversion and would only allow repurchases
up to 5% in years two and three following Conversion. The Company argued
vigorously in favor of a 10% repurchase and against having this recent change in
the OTS position being applied to the Company retroactively, and appealed this
decision to the highest levels of OTS management. After such appeals were made,
the OTS permitted the Company to repurchase up to 5% of its stock during the
first year following Conversion.
John E. Lufburrow, Chairman of the Board of the Company, stated that the
Company was "very disappointed at the decision of the OTS in applying a new,
more restrictive position to an application that had been on file under the
prior OTS position for approximately 30 days. We converted under the expectation
that we
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would be able to do significant stock repurchases during the first three years
following our conversion. We believe it is unfair for the OTS to change the
repurchase rules restricting our ability to prudently deploy our capital after
we were required to raise over $16 million in new capital in our Conversion,
which resulted in the Company becoming over-capitalized. The OTS has offered us
no justification or explanation for its decision, which will adversely affect
the ability of recently converted institutions, like ours, to enhance
shareholder value."
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."
EXHIBIT 99.2
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[WHG BANCSHARES CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
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March 25, 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 completed the repurchase of 5%,
or 81,003 shares, of the Company's outstanding common stock. The Company
currently has 1,539,059 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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