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)
July 30, 1998
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 July 30, 1998, the Registrant announced earnings for the quarter and
nine months ended June 30, 1998, and that the Board of Directors had declared a
special cash distribution of $3.00 per share. In addition, the Company announced
the declaration of the regular quarterly dividend of $.08 per share. The
Registrant estimated that the entire amount of the $3.00 per share special
distribution would be treated as a return of capital distribution. The $3.00
return of capital would be treated as a reduction in the cost basis of each
share and would not be subject to income tax as a dividend to shareholders.
However, a final determination as to an exact amount of the return of capital
portion of the special distribution cannot be made until after December 31,
1998.
For further details, reference is made to the Press Release dated July
30, 1998, which is 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 July 30, 1998.
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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: August 12, 1998 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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July 30, 1998 Peggy J. Stewart
President and Chief Executive Officer
(410) 538-8700
WHG BANCSHARES CORPORATION ANNOUNCES
QUARTERLY EARNINGS, DIVIDEND, AND SPECIAL DIVIDEND
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 June 30,
1998. For the quarter ended June 30, 1998, the Company earned $197,000 or $.15
diluted earnings per share, as compared to net earnings of $231,000 or $.16
diluted earnings per share for the quarter ended June 30, 1997. For the nine
months ended June 30, 1998, the Company earned $470,000 or $.37 diluted earnings
per share as compared to net earnings of $589,000 or $.41 diluted earnings per
share for the nine months ended June 30, 1997. For the quarter ended and nine
months ended June 30, 1998, net earnings were lower than anticipated due to an
increase in the provision for loan losses. Such increase in the provision for
loan losses was the result of two borrowers inability to repay their residential
mortgage loans. The property underlying one such loan was sold during the
quarter and the Company recognized a loss of $35,000.
Total assets of the Company were $131,967,000 at June 30, 1998, as
compared to $98,557,000 at September 30, 1997. Stockholders's equity was
$20,172,000 or $14.52 per share at June 30, 1998 as compared to $19,829,000 or
$14.24 per share at September 30, 1997. The increase in stockholders' equity
during the third fiscal quarter was due to net income for the period.
The Company also announced today that the Board of Directors has
declared a special cash distribution of $3.00 per share. In addition, the
Company announced the declaration of the regular quarterly dividend of $.08 per
share. Both distributions will be paid on September 10, 1998, to shareholders of
record as of August 13, 1998.
The Company estimates that the entire amount of the $3.00 per share
special distribution would be treated as a return of capital distribution. The
$3.00 return of capital would be treated as a reduction in the cost basis of
each share and would not be subject to income tax as a dividend to shareholders.
However, a final determination as to an exact amount of the return of capital
portion of the special distribution cannot be made until after December 31,
1998.
The Company's Board of Directors views this strategy as reflective of
the Board's commitment to enhance long-term 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."
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WHG Bancshares Corporation and Subsidiaries
Period Ended June 30, 1998
Selected Financial Condition Data
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Balance as of Balance as of
June 30, 1998 Sept. 30, 1998
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Assets $131,967,000 $98,557,000
Deposits $ 89,844,000 $74,186,000
Stockholders' Equity $ 20,172,000 $19,829,000
Book Value Per Share $ 14.52 $ 14.24
Loans $ 76,519,000 $78,450,000
Nonperforming Loans $ 857,000 $ 837,000
Selected Operating Data 9 Mos. Ended 9 Mos. Ended
- ----------------------- June 30, 1998 June 30, 1998
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Net Income $ 470,000 $ 589,000
Basic Earnings per share $ 0.38 $ 0.41
Diluted Earnings per share $ 0.37 $ 0.41
Provision for losses $ 180,000 $ 46,000
Return on average assets 0.55% 0.80%
Return on average equity 3.14% 3.68%
Av. Interest earnings assets $110,845,000 $97,780,000
Av. Interest Bearing liabilities $ 93,530,000 $74,913,000
Yield on int. earnings assets 7.30% 7.34%
Yield on it. bearing liabilities 4.63% 4.43%
Net interest rate spread 2.67% 2.91%
Efficiency ratio 67.07% 64.35%
