<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended September 30, 1998
Transition Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number: 0-23345
WYMAN PARK BANCORPORATION, INC.
------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 52-2068893
------------------------------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11 WEST RIDGELY ROAD, LUTHERVILLE, MARYLAND 21093
-------------------------------------------------
(Address of Principal Executive Offices)
(410)-252-6450
--------------
Registrant's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d)of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
As of September 30, 1998, the issuer had 984,913 shares of Common Stock issued
and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
CONTENTS
--------
Part I. Financial Information Page
--------------------- ----
Item I. Financial Statements
Consolidated Statements of Financial Condition at
September 30, 1998 and June 30, 1998....................... 2
Consolidated Statements of Operations for the Three Month
Periods Ended September 30, 1998 and 1997.................. 3
Consolidated Statements of Cash Flows for the Three Month
Periods Ended September 30, 1998 and 1997.................. 4
Notes to Consolidated Financial Statements................. 5-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 7-11
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings.......................................... 12
Item 2. Changes in Securities...................................... 12
Item 3. Defaults Upon Senior Securities............................ 12
Item 4. Submission of Matters to a Vote of Security Holders........ 12
Item 5. Other Information.......................................... 12
Item 6. Exhibits and Reports on Form 8-K........................... 12
SIGNATURES............................................................ 13
1
<PAGE>
Wyman Park Bancorporation, Inc. and Subsidiaries
Lutherville, Maryland
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
Sept. 30, June 30,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
------
Cash and noninterest bearing deposits $ 248,190 $ 206,303
Interest bearing deposits in other banks 3,097,645 2,071,076
Federal funds sold 4,780,563 4,570,744
----------- -----------
Total cash and cash equivalents 8,126,398 6,848,123
Loans receivable, net 62,379,090 62,042,464
Mortgage-backed securities held to maturity
at amortized cost, fair value of $268,783 (9/98)
and $291,212 (6/98) 266,488 283,715
Federal Home Loan Bank of Atlanta stock, at cost 509,900 509,900
Accrued interest receivable 338,330 328,934
Ground rents owned, at cost 129,108 129,108
Property and equipment, net 174,647 188,120
Prepaid expenses and other assets 59,232 60,504
Federal and state income taxes receivable - 130
Deferred tax asset 150,019 150,019
----------- -----------
Total Assets $72,133,212 $70,541,017
----------- -----------
Liabilities & Equity
--------------------
Liabilities:
Demand deposits $ 5,423,925 $ 5,611,764
Money market and NOW accounts 11,181,048 9,429,037
Time deposits 40,293,648 38,977,347
----------- -----------
Total deposits 56,898,621 54,018,148
Checks outstanding in excess of bank balance 129,499 143,430
Advance payments by borrowers for taxes,
insurance and ground rents 348,337 1,368,467
Accrued interest payable on savings deposits 21,339 17,495
Accrued expenses and other liabilities 464,051 448,120
Federal and state income taxes payable 95,963 279,073
----------- -----------
Total liabilities 57,957,810 56,274,733
Stockholders' Equity
- --------------------
Common stock, par value $.0l per share; authorized
2,000,000 shares; issued 1,011,713 shares; issued
and outstanding 984,913 shares 10,117 10,117
Additional paid-in capital 9,704,005 9,704,005
Contra equity Employee Stock Ownership Plan (ESOP) (720,090) (720,090)
Contra equity Treasury Stock; 26,800 shares, at
cost at September 30, 1998 (298,153) -
Retained earnings, substantially restricted 5,479,523 5,272,252
----------- -----------
Total stockholders' equity 14,175,402 14,266,284
----------- -----------
Total liabilities and stockholders' equity $72,133,212 $70,541,017
----------- -----------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
Wyman Park Bancorporation, Inc. and Subsidiaries
Lutherville, Maryland
Consolidated Statements of Operation
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
1998 1997
---------- ----------
<S> <C> <C>
Interest and fees on loans receivable $1,190,661 $1,117,118
Interest on mortgage-backed securities 4,669 6,302
Interest on investment securities - 42,902
Interest on other investments 117,125 33,346
---------- ----------
Total interest income $1,312,455 $1,199,668
---------- ----------
Interest on savings deposits $ 672,356 $ 682,549
Interest on Federal Home Loan Bank
of Atlanta advances - 11,427
Interest on escrow deposits 824 1,080
---------- ----------
Total interest expense $ 673,180 $ 695,056
Net interest income before provision
for loan losses 639,275 504,612
Provision for loan losses 2,000 3,400
---------- ----------
Net interest income $ 637,275 $ 501,212
---------- ----------
Other Income
- ------------
Loan fees and service charges $ 16,263 $ 14,371
Gain on sales of loans receivable 6,347 -
Other 10,875 6,600
---------- ----------
Total other income $ 33,485 $ 20,971
---------- ----------
Noninterest Expenses
- --------------------
Salaries and employee benefits $ 185,880 $ 396,390
Occupancy costs 24,352 23,620
Federal deposit insurance premiums 8,341 8,800
Data processing 21,332 16,939
Advertising 8,848 8,840
Franchise and other taxes 11,179 8,008
Other 72,537 57,795
---------- ----------
Total noninterest expenses $ 332,469 $ 520,392
Income before tax provision 338,291 1,791
Provision for income taxes 131,020 1,000
---------- ----------
Net Income $ 207,271 $ 791
---------- ----------
Basic and diluted net income
per share $0.22 N/A
----------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Wyman Park Bancorporation, Inc.
and Subsidiaries
Lutherville, Maryland
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------------
1998 1997
----------------- -----------------
<S> <C> <C>
Cash Flows from operating activities
- ------------------------------------
Net income $ 207,271 $ 791
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization 13,872 15,407
Provision for loan losses 2,000 3,400
Amortization of loan fees (24,551) (16,616)
Gain on sales of loans receivable (6,347) -
Loans originated for sale (697,800) -
Proceeds from loans originated for sale 704,147 -
(Increase) decrease in accrued interest receivable (9,396) 12,574
(Increase) decrease in prepaid expenses and other assets 1,272 (46,240)
Increase in accrued expenses and other liabilities 15,931 277,085
Decrease in federal and state income taxes receivable 130 -
Decrease in federal and state income taxes payable (183,110) (14,733)
Increase in accrued interest payable on savings deposits 3,844 679
----------- -----------
Net cash provided by operating activities 27,263 232,347
Cash flows from investing activities
- ------------------------------------
Advances from Federal Home Loan Bank of Atlanta - 2,000,000
Maturities of investment securities available for sale - 1,000,000
Net increase in loans receivable (243,766) (2,211,209)
Purchase of loan participations (70,309) (374,139)
Mortgage-backed securities principal repayments 17,227 22,322
Purchases of property and equipment (400) (29,405)
--------- -----------
Net cash provided by (used in) investing activities (297,248) 407,569
Cash flows from financing activities
- ------------------------------------
Net increase (decrease) in savings deposits 2,880,473 (199,099)
Net decrease in checks outstanding in excess
of bank balance (13,931) -
Decrease in advance payments by borrowers
for taxes, insurance and ground rents (1,020,130) (921,221)
Cash used for repurchase of common stock (298,152) -
----------- -----------
Net cash provided by (used in) financing activities 1,548,260 (1,120,320)
Net increase (decrease) in cash and cash equivalents $ 1,278,275 $ (480,404)
Cash and cash equivalents at beginning of period 6,848,123 2,377,092
----------- -----------
Cash and cash equivalents at end of period $ 8,126,398 $ 1,896,688
----------- -----------
Supplemental information
- ------------------------
Interest paid on savings deposits and borrowed funds $ 674,351 $ 683,605
Income taxes paid $ 314,359 $ 16,935
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES
LUTHERVILLE, MARYLAND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: WYMAN PARK BANCORPORATION, INC.
Wyman Park Bancorporation, Inc. (the "Company") was incorporated under the laws
of the State of Delaware in September, 1997 as the holding company of Wyman Park
Federal Savings & Loan Association ("Association") upon its conversion from
mutual to stock form ("Stock Conversion"). All references to the Company prior
to January 5, 1998, except where otherwise indicated are to the Association.
The Company's common stock began trading on the OTC Electronic Bulletin Board on
January 7, 1998 under the symbol "WPBC".
The Association is regulated by the Office of Thrift Supervision ("OTS"). The
primary business of the Association is to attract deposits from individual and
corporate customers and to originate residential and commercial mortgage loans
and consumer loans. The Association competes with other financial and mortgage
institutions in attracting and retaining deposits and originating loans. The
Association conducts operations through its main office located at 11 West
Ridgely Road, Lutherville, Maryland 21093 and one branch office located at 7963
Baltimore-Annapolis Boulevard, Glen Burnie, Maryland 21060.
NOTE 2: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with instructions for Form 10-QSB and therefore, do not include
all disclosures necessary for a complete presentation of the statements of
condition, statements of operations and statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which,
in the opinion of management, are necessary for the fair presentation of the
interim financial statements have been included. Such adjustments were of a
normal recurring nature. The results of operations for the three months ended
September 30, 1998 are not necessarily indicative of the results that may be
expected for the entire year.
NOTE 3: CASH AND CASH EQUIVALENTS
For cash, non-interest bearing deposits, variable rate interest-bearing deposits
in other banks and federal funds sold, the carrying amount is a reasonable
estimate of fair value.
5
<PAGE>
NOTE 4: EARNINGS PER SHARE
Basic and diluted earnings per share of $0.22 per share for the three month
period ended September 30, 1998 was computed by dividing the net income of
$207,271 for the period by the weighted average number of shares outstanding of
938,830 shares. Basic and diluted earnings per share are not presented for the
three month period ended September 30, 1997 since the Association had not
converted to stock until January 5, 1998 and such information would not be
meaningful.
NOTE 5: REGULATORY CAPITAL REQUIREMENTS
The following table presents the Association's capital position based on the
September 30, 1998 financial statements.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
---------------------- ---------------------- ----------------------
Amount Ratio Amount Ratio Amount Ratio
---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total Capital (to
Risk Weighted
Assets) $9,912,265 26.0% $3,045,269 8.0% $3,806,586 10.0%
Tier I capital (to
Risk Weighted
Assets) 9,632,265 25.3% 1,522,634 4.0% 2,283,952 6.0%
Tier 1 Capital (to
Average Assets) 9,632,265 14.1% 2,733,378 4.0% 3,416,723 5.0%
</TABLE>
NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS
FASB statement on Accounting for Derivative Instruments and Hedging Activities
In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, which standardizes
the accounting for derivative instruments including certain derivative
instruments embedded in other contracts, by requiring that an entity recognize
these items as assets or liabilities in the statement of financial position and
measure them at fair value. This Statement generally provides for matching the
timing of gain or loss recognition on the hedging instrument with the
recognition of the changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk or the earnings effect of the hedged
forecasted transaction. The Statement, which is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999, will not affect the
Company's financial position or its results of operations.
6
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
When used in this filing and in future filings by Wyman Park Bancorporation,
Inc. (the "Company") with the Securities and Exchange Commission, in the
Company's press releases or other public or shareholder communications, or in
oral statements made with the approval of an authorized executive officer, the
words or phrases "would be," "will allow," "intends to," "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate," "project" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to risks and uncertainties, including but not limited to
changes in economic conditions in the Company's market area, changes in policies
by regulatory agencies, fluctuations in interest rates, demand for loans in the
Company's market area and competition, all or some of which could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and advises
readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected.
The Company does not undertake, and specifically disclaims any obligations, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
IMPACT OF THE YEAR 2000
The Company has conducted a comprehensive review of its computer systems to
identify applications that could be affected by the "Year 2000" issue, and has
developed an implementation plan to address the issue. The Company's data
processing is performed by a service provider, however, software and hardware
utilized in-house is under maintenance agreements with third party vendors,
consequently the Company is very dependent on these vendors to conduct its
business. The Company has already contacted each vendor to request time tables
for Year 2000 compliance and expected costs, if any, to be passed along to the
Company. To date, the Company has been part of a national testing of its
service provider, and following the testing, the service provider has stated
that their system is Year 2000 qualified. Other software vendors have provided
upgrades to their systems and software testing is progressing. The Company
7
<PAGE>
does not anticipate the need to replace any mission critical software, and
therefore does not expect expenses related to Year 2000 to have a significant
impact on its financial position. The Company has identified certain hardware
and equipment that will not be Year 2000 compliant and intends to purchase new
equipment prior to March 31, 1999. These capital expenditures are expected to
total approximately $10,000.00 and have been considered in the 1999 fiscal year
budget.
The Company is currently drafting its Contingency Plan, which will outline in
detail the steps to be taken in the event that the Company does not have normal
business operations as of January 1, 2000. This plan will be completed and
presented to the Board of Directors for approval by its November, 1998 meeting.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 AND JUNE 30, 1998
The Company's assets increased $1.6 million or 2.3% to $72.1 million at
September 30, 1998 from $70.5 million at June 30, 1998. Cash and cash
equivalents increased $1.3 million or 19.1% to $8.1 million at September 30,
1998 from $6.8 million at June 30, 1998. Net loans receivable increased
$400,000 or .6% to $62.4 million at September 30, 1998 from $62.0 million at
June 30, 1998. The $400,000 increase in net loans receivable was primarily the
result of an increase of $600,000 in residential real estate loans, offset by a
decrease of $200,000 in consumer loans. Savings deposits increased $2.9 million
or 5.4% to $56.9 million at September 30, 1998 from $54.0 million at June 30,
1998. The Company's stockholders' equity decreased $91,000 or .6% to $14.2
million at September 30, 1998 from $14.3 million at June 30, 1998. The decrease
in stockholders' equity was due primarily to the Company's repurchase of 26,800
shares of its common stock for approximately $298,000, offset by $207,000 of net
income for the quarter ended September 30, 1998.
COMPARISON OF OPERATING RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 1998 AND
SEPTEMBER 30, 1997
Net Income
- ----------
The Company reported net income of $207,000 for the quarter ended September 30,
1998 compared to approximately $1,000 for the quarter ended September 30,1997.
The $206,000 increase in net income was primarily due to an increase in net
interest income of $134,000 and a reduction in noninterest expense of $188,000,
partially offset by an increase in income tax expense of $130,000.
Interest Income
- ---------------
Total interest income increased by $112,000 or 9.3% to $1.3 million for the
quarter ended September 30, 1998 from $1.2 million for the quarter ended
September 30, 1997.
8
<PAGE>
The increase in total interest income for the comparable three months periods
was due to an increase of $8.7 million in the average balance of interest-
earning assets to $70.3
million from $61.6 million, partially offset by a decrease of 30 basis points in
the average yield on interest-earning assets to 7.48% from 7.78.
The increase in the average balance of interest earning assets is due to an
increase in federal funds sold and also an increase in loans receivable, as a
result of investing the proceeds of the Company's recent stock conversion.
Interest Expense
- ----------------
Total interest expense decreased by $22,000 or 3.2% to $673,000 for the quarter
ended September 30, 1998 from $695,000 for the quarter ended September 30, 1997.
The decrease in total interest expense for the comparable three months periods
was due to a decrease of $1.1 million in the average balance of interest-bearing
liabilities to $55.8 million from $56.9 million and a decrease of 7 basis points
in the average yield on interest-bearing liabilities to 4.82% from 4.89%.
The decrease in the average balance of interest-bearing liabilities is due
primarily to a decrease of $1.0 million in borrowings.
Net Interest Income
- -------------------
The Company's net interest income increased by $134,000 or 26.5% to $639,000 for
the quarter ended September 30, 1998 from $505,000 for the quarter ended
September 30, 1997. The increase in net interest income was primarily due to an
increase in the ratio of average interest-earning assets to average interest-
bearing liabilities to 125.9% from 108.3%. The Company's net yield on interest-
earning assets increased 37 basis points to 3.64% from 3.27%.
Provision For Loan Losses
- -------------------------
Management monitors its allowance for loan losses and makes additions to the
allowance, through the provision for loan losses, as economic conditions and
other factors dictate. Management maintains its allowance for loan losses at a
level which it considers to be adequate to provide for loan losses based on
volume, type of collateral and prior loan loss experience. During the three
months ended September 30, 1998, the Company recorded a provision for loan
losses of $2,000 compared to $3,400 for the three months ended September 30,
1997. The Company's nonperforming loans as a percentage of loans receivable was
.29% and .04% at September 30, 1998 and June 30, 1998, respectively, all
consisting of single-family residential mortgage loans.
9
<PAGE>
Noninterest Income
- ------------------
Total noninterest income increased by $12,000 or 57.1% to $33,000 for the
quarter ended September 30, 1998 from $21,000 for the quarter ended September
30, 1997. The increase in noninterest income was primarily due to an increase of
$6,000 in gain on sales of loans receivable to $6,000 for the quarter ended
September 30, 1998 from $0 for the quarter ended September 30, 1997, and an
increase of approximately $4,000 in miscellaneous operating income to $11,000
for the quarter ended September 30, 1998 from $7,000 for the quarter ended
September 30, 1997.
Noninterest Expenses
- --------------------
Total noninterest expenses decreased by $188,000 or 36.2% to $332,000 for the
quarter ended September 30, 1998 from $520,000 for the quarter ended September
30,1997. The decrease in noninterest expenses was primarily due to a decrease
in compensation and benefits expense of $210,000 or 53.0% to $186,000 for the
quarter ended September 30,1998 from $396,000 for the quarter ended September
30, 1997. The decrease in compensation and benefits expense was primarily due
to the establishment of a non-qualified supplemental executive retirement plan
for the benefit of the Company's President and Chief Executive Officer in the
amount of $272,000 during the quarter ended September 30, 1997. This decrease
was partially offset by expenses related to the Company's Employee Stock
Ownership Plan (ESOP) in the amount of $33,000 and increases due to increased
staff in the amount of $10,000 during the quarter ended September 30, 1998, as
compared to the quarter ended September 30, 1997.
Liquidity and Capital Resources
- -------------------------------
Liquidity management for the Company is both an ongoing and long-term function
of the Company's asset/liability management strategy. Excess funds, when
applicable, generally are invested in overnight deposits at a correspondent bank
and at the Federal Home Loan Bank (FHLB) of Atlanta. Currently when the Company
requires funds, beyond its ability to generate deposits, additional sources of
funds are available through the FHLB of Atlanta. The Company has the ability to
pledge its FHLB of Atlanta stock or certain other assets as collateral for such
advances. Management and the Board of Directors believe that due to significant
amounts of adjustable rate mortgage loans that could be sold and the Company's
ability to acquire funds from the FHLB of Atlanta, the Company's liquidity is
adequate.
The Company's most liquid assets are cash and cash equivalents, which include
short-term investments. The levels of these assets are dependent on the
Company's
10
<PAGE>
operating, financing and investing activities during any given period. At
September 30, 1998, the Company's cash on hand, interest bearing deposits,
Federal funds sold and short-term investments totaled $8.1 million.
The Company anticipates that it will have sufficient funds available to meet its
current loan origination commitments of approximately $617,000. Certificates of
deposit which are scheduled to mature in less than one year at September 30,
1998 totaled $13.7 million. Historically, a high percentage of maturing
deposits have remained with the Company.
The Company's principal sources of funds are deposits, loan repayments and
prepayments, and other funds provided by operations. While scheduled loan
repayments are relatively predictable, deposit flows and early loan prepayments
are more influenced by interest rates, general economic conditions, and
competition. The Association maintains investments in liquid assets based upon
management's assessment of (1) need for funds, (2) expected deposit flows, (3)
yields available on short-term liquid assets and (4) objectives of the
asset/liability management program.
The Company's primary uses of cash in investing activities during the three
months ended September 30, 1998 were a net increase of $244,000 in loans
receivable, other than the purchase of loan participations of $70,000.
The Company's primary sources of cash provided by financing activities during
the three months ended September 30, 1998 consisted of a net increase of $2.9
million in savings deposits, offset by a decrease of $1.0 million in advance
payments by borrowers for taxes, insurance and ground rents, and approximately
$300,000 for the repurchase of 26,800 shares of the Company's common stock.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) On October 21, 1998, Wyman Park Bancorporation, Inc. (the
"Company") held its Annual Meeting of Stockholders.
(b) At the meeting, Allan B. Heaver, H. Douglas Huether, and Jay H.
Salkin were elected directors for terms to expire in 2001.
(c) Stockholders voted on the following matters:
(i) The election of the following three directors of the
Company;
<TABLE>
<CAPTION>
Broker
Votes: For Against Abstain Non-Votes
------ ------- ------- ------- ---------
<S> <C> <C> <C> <C>
Allan B. Heaver 917,126 500 - -
H. Douglas Huether 917,576 50 - -
Jay H. Salkin 915,928 1,698 - -
</TABLE>
(ii) The Ratification of the appointment of Anderson
Associates, LLP as independent auditors of the Company for
the fiscal year ending June 30, 1999;
<TABLE>
<CAPTION>
Broker
Votes: For Against Abstain Non-Votes
------ ------- ------- ------- ---------
<S> <C> <C> <C> <C>
909,209 4,759 3,658 -
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this Form 10QSB:
Exhibit 3(iii) - Bylaws
Exhibit 27 - Financial Data Schedule
(b) Form 8-K dated September 23, 1998 amending bylaws.
12
<PAGE>
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WYMAN PARK BANCORPORATION, INC.
Registrant
Date: November 10, 1998 /s/ Ernest A. Moretti
---------------------------------------------
Ernest A. Moretti
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 10, 1998 /s/ Ronald W. Robinson
---------------------------------------------
Ronald W. Robinson
Treasurer
(Principal Financial and Accounting Officer)
13
<PAGE>
WYMAN PARK BANCORPORATION, INC.
BY-LAWS
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting.
--------------
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix.
Section 2. Special Meetings.
----------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board").
Section 3. Notice of Meetings.
------------------
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
Corporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum.
------
At any meeting of the stockholders, the holders of at least one-third of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law.
<PAGE>
Where a separate vote by a class or classes is required, a majority of the
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization.
------------
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. Conduct of Business.
-------------------
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order.
(b) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be received at the principal executive
offices of the Corporation no later than sixty (60) days from the Corporation's
fiscal year end. A stockholder's notice to the Secretary shall set forth as to
each matter such stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder who proposed such business, (iii) the class and number of shares of
the Corporation's capital stock that are beneficially owned by such stockholder
and (iv) any material interest of such stockholder in such business.
Notwithstanding anything in these By-laws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance
2
<PAGE>
with the provisions of this Section 6(b). The officer of the Corporation or
other person presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6(b) and,
if he should so determine, he shall so declare to the meeting and any such
business so determined to be not properly brought before the meeting shall not
be transacted.
At any special meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors or by or at the direction of the holders of
not less than one-tenth of all the outstanding capital stock of the Corporation
at whose instance the special meeting is called.
(c) Only persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
6(c). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered or
mailed to and received at the principal executive offices of the Corporation not
less than 30 days prior to the date of the meeting; provided, however, that in
the event that less than 40 days' notice of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed. Such stockholder's notice
shall set forth (i) as to each person whom such stockholder proposes to nominate
for election or re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the stockholder giving the
notice: (x) the name and address, as they appear on the Corporation's books, of
such stockholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder. At the request
of the Board of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the provisions
of this Section 6(c). The officer of the Corporation or other person presiding
at the meeting shall, if the facts so warrant, determine that a nomination was
not made in accordance with such provisions and, if he or she should so
determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.
3
<PAGE>
Section 7. Proxies and Voting.
------------------
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing (or as
otherwise permitted under applicable law) by the stockholder or his duly
authorized attorney-in-fact filed in accordance with the procedure established
for the meeting. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or in the absence of such direction, as
determined by a majority of the Board of Directors. No proxy shall be valid
after eleven months from the date of its execution except for a proxy coupled
with an interest.
Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or in the Certificate of
Incorporation of the Corporation or as required by law.
All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefore by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballot, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or as provided in the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.
Section 8. Stock List.
----------
The officer who has charge of the stock transfer books of the Corporation
shall prepare and make, in the time and manner required by applicable law, a
list of stockholders entitled to vote and shall make such list available for
such purposes, at such places, at such times and to such persons as required by
applicable law. The stock transfer books shall be the only evidence as to the
identity of the stockholders entitled to examine the stock transfer books or to
vote in person or by proxy at any meeting of stockholders.
Section 9. Consent of Stockholders in Lieu of Meeting.
------------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.
4
<PAGE>
Section 10. Inspectors of Election
----------------------
The Board of Directors shall, in advance of any meeting of stockholders,
appoint one or more persons as inspectors of election, to act at the meeting or
any adjournment thereof and make a written report thereof, in accordance with
applicable law.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office.
-----------------------------------------
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. The number of directors shall be as
provided for in the Certificate of Incorporation. The Board of Directors shall
annually elect a Chairman of the Board and a President from among its members
and shall designate, when present, either the Chairman of the Board or the
President to preside at its meetings.
The directors, other than those who may be elected by the holders of any
class or series of preferred stock, shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the conclusion of the first annual meeting of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the third class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
-----------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires, and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Board shall
shorten the term of any incumbent director.
5
<PAGE>
Section 3. Regular Meetings.
----------------
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 4. Special Meetings.
----------------
Special meetings of the Board of Directors may be called by one-third (1/3)
of the directors then in office (rounded up to the nearest whole number) or by
the President and shall be held at such place, on such date, and at such time as
they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each director by whom it is not waived by
mailing written notice not less than five (5) days before the meeting or by
telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.
Section 5. Quorum.
------
At any meeting of the Board of Directors, a majority of the authorized
number of directors then constituting the Board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
-------------------------------------------------
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business.
-------------------
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
6
<PAGE>
Section 8. Powers.
------
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it
may determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in connection
therewith;
(4) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.
Section 9. Compensation of Directors.
-------------------------
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
7
<PAGE>
ARTICLE III
COMMITTEES
Section 1. Committees of the Board of Directors.
------------------------------------
The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law if the resolution which designated the committee or a
supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.
Section 2. Conduct of Business.
-------------------
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
Section 3. Nominating Committee.
--------------------
The Board of Directors shall appoint a Nominating Committee of the Board,
consisting of three (3) members, one of which shall be the President if, and
only so long as, the President remains in office as a member of the Board of
Directors. The Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a stockholder of the
Corporation pursuant to Section 6(c)(ii) of Article I of these By-laws in order
to determine compliance with such By-law and (b) to recommend to the Whole Board
nominees for election to the Board of Directors to replace those directors whose
terms expire at the annual meeting of stockholders next ensuing.
8
<PAGE>
ARTICLE IV
OFFICERS
Section 1. Generally.
---------
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a President, a Secretary and a
Treasurer and from time to time may choose such other officers as it may deem
proper. The President shall be chosen from among the directors. Any number of
offices may be held by the same person.
(b) The term of office of all officers shall be until the next annual
election of officers and until their respective successors are chosen, but any
officer may be removed from office at any time by the affirmative vote of a
majority of the authorized number of directors then constituting the Board of
Directors.
(c) All officers chosen by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. President.
---------
The President shall be the chief executive officer and, subject to the
control of the Board of Directors, shall have general power over the management
and oversight of the administration and operation of the Corporation's business
and general supervisory power and authority over its policies and affairs. He
shall see that all orders and resolutions of the Board of Directors and of any
committee thereof are carried into effect.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by such officer as has been designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in his absence, the General Counsel of the Corporation or such
officer as has been designated by the Board of Directors or, in his absence,
such officer or other person as is chosen by the person presiding, shall act as
secretary of each such meeting.
Section 3. Vice President.
--------------
The Vice President or Vice Presidents, if any, shall perform the duties of
the President in his absence or during his disability to act. In addition, the
Vice Presidents shall perform the duties and exercise the powers usually
incident to their respective offices and/or such other duties and powers as may
be properly assigned to them from time to time by the Board of Directors, the
Chairman of the Board or the President.
9
<PAGE>
Section 4. Secretary.
---------
The Secretary or an Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President.
Section 5. Treasurer.
---------
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such associations
or trust companies as the Board of Directors from time to time shall designate.
He shall sign or countersign such instruments as require his signature, shall
perform all such duties and have all such powers as are usually incident to such
office and/or such other duties and powers as are properly assigned to him by
the Board of Directors, the Chairman of the Board or the President, and may be
required to give bond for the faithful performance of his duties in such sum and
with such surety as may be required by the Board of Directors.
Section 6. Assistant Secretaries and Other Officers.
----------------------------------------
The Board of Directors may appoint one or more assistant secretaries and
one or more assistants to the Treasurer, or one appointee to both such
positions, which officers shall have such powers and shall perform such duties
as are provided in these By-laws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.
Section 7. Action with Respect to Securities of Other Corporations
-------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.
10
<PAGE>
ARTICLE V
STOCK
Section 1. Certificates of Stock.
---------------------
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.
Section 2. Transfers of Stock.
------------------
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these By-
laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.
Section 3. Record Date.
-----------
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
11
<PAGE>
Section 4. Lost, Stolen or Destroyed Certificates.
--------------------------------------
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
-----------
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI
NOTICES
Section 1. Notices.
-------
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mail,
postage paid, by sending such notice by prepaid telegram or mailgram or by
sending such notice by facsimile machine or other electronic transmission. Any
such notice shall be addressed to such stockholder, director, officer, employee
or agent at his or her last known address as the same appears on the books of
the Corporation. The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mail, by telegram or mailgram or by
facsimile machine or other electronic transmission, shall be the time of the
giving of the notice.
Section 2. Waivers.
-------
A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
12
<PAGE>
ARTICLE VII
MISCELLANEOUS
Section 1. Facsimile Signatures.
--------------------
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal.
--------------
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
----------------------------------------
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year.
-----------
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods.
------------
In applying any provision of these By-laws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.
13
<PAGE>
ARTICLE VIII
AMENDMENTS
The By-laws of the Corporation may be adopted, amended or repealed as
provided in Article SEVENTH of the Certificate of Incorporation of the
Corporation.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WYMAN PARK
BANCORPORATION & SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
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<INT-BEARING-DEPOSITS> 3,097,645
<FED-FUNDS-SOLD> 4,780,563
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<INVESTMENTS-MARKET> 268,783
<LOANS> 62,379,090
<ALLOWANCE> (280,000)
<TOTAL-ASSETS> 72,133,212
<DEPOSITS> 56,898,621
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,059,189
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0
0
<COMMON> 10,117
<OTHER-SE> 14,165,285
<TOTAL-LIABILITIES-AND-EQUITY> 72,133,212
<INTEREST-LOAN> 1,190,661
<INTEREST-INVEST> 4,669
<INTEREST-OTHER> 117,125
<INTEREST-TOTAL> 1,312,455
<INTEREST-DEPOSIT> 672,356
<INTEREST-EXPENSE> 673,180
<INTEREST-INCOME-NET> 639,275
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<EXPENSE-OTHER> 332,469
<INCOME-PRETAX> 338,291
<INCOME-PRE-EXTRAORDINARY> 338,291
<EXTRAORDINARY> 0
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<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
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<LOANS-PAST> 0
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