WHG BANCSHARES CORP
8-K, 1999-03-30
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)
                                 March 26, 1999



                           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 March 26, 1999, the  Registrant  announced that it had concluded the
repurchase of 69,450 shares totalling approximately 5% of its outstanding common
stock in the open  market  pursuant  to a stock  repurchase  program  previously
announced by the Registrant.  The Registrant  currently has 1,353,109  shares of
common stock outstanding.

         For further details, reference is made to the Press Release dated March
26, 1999, which is attached hereto as Exhibit 99 and incorporated herein by this
reference.



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

Exhibit 99 -- Press Release dated March 26, 1999.
- ----------




<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: March 30, 1999                        By:  /s/Peggy J. Stewart      
     -----------------------                    ---------------------------
                                                     Peggy J. Stewart
                                                     President and Chief
                                                     Executive Officer








                                   EXHIBIT 99



<PAGE>


                     [WHG BANCSHARES CORPORATION LETTERHEAD]

FOR IMMEDIATE RELEASE                  FOR FURTHER INFORMATION CONTACT:
- ---------------------                  --------------------------------
March 26, 1999                         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 69,450 shares, of the Company's outstanding common stock, of which 33,557
shares were  contributed  to the Company's  Employee Stock  Ownership  Plan. The
Company currently has 1,353,109 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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