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 11, 1998
WYMAN PARK BANCORPORATION, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-23345 52-2068893
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
11 West Ridgely Road, Lutherville, Maryland 21093
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 252-6450
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Item 4. Changes in Registrant's Certifying Accountant
a) Wooden & Benson Chartered was previously the principal accountants for Wyman
Park Bancorporation, Inc. (the "Company"). On March 11, 1998, that firm's
appointment as principal accountants was terminated by the Company. The decision
to change accountants was approved by the board of directors.
In connection with the audits of the two fiscal years ended June 30,
1997 and the subsequent interim period through March 11, 1998, there were no
disagreements with Wooden & Benson Chartered on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference to the subject matters of the disagreements in
connection with their opinion.
The Company requested that Wooden & Benson Chartered furnish the
Company with a letter, as promptly as possible, addressed to the Securities and
Exchange Commission, stating whether it agrees with the statements made in this
Item 4, and if not, stating the respects in which they do not agree. This letter
is not yet available, but will be filed as an exhibit to an amendment to this
Report.
b) On March 11, 1998, the Company engaged Anderson Associates LLP as the
Company's principal accountants.
Item 5. Other Events.
On March 11, 1998, the board of directors of the Company amended its
Bylaws to require that any member of the board of directors must, in order to
qualify as such, be domiciled in or have their primary place of business located
in any county, a portion of which is within a twenty-five mile radius of any
office of any financial institution subsidiary of the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3. Resolutions amending the Company's Bylaws.
2
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SIGNATURE
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.
WYMAN PARK BANCORPORATION, INC.
Date: March 17, 1998 By:/s/ Ernest A. Moretti
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Ernest A. Moretti
President
and Chief Executive Officer
Exhibit 3
RESOLUTIONS
OF THE
BOARD OF DIRECTORS OF
WYMAN PARK BANCORPORATION, INC.
RELATING TO
AMENDMENTS TO THE BY-LAWS
WHEREAS, the Board of Directors (the "Board") met and discussed its
intention that the Company continue to be the holding company of a
community-oriented financial institution designed to meet the needs of the
communities it serves; and
WHEREAS, substantially all of the Company's loans are originated within
its primary market area and substantially all of its deposits are obtained from
individuals or entities located in its primary market area; and
WHEREAS, the Board has determined that in order to adequately assess
and best serve the needs of the Company's primary market area a director must be
knowledgeable of and actively involved in the communities the Company serves;
and
WHEREAS, the Board believes, based upon the foregoing, that it would be
appropriate and in the best interest of the Company and its shareholders to
amend its By-laws to require that all directors be domiciled in or have their
primary place of business located in the Company's primary market area; and
WHEREAS, the Board has considered the size and diversity of the
population base of its primary market area and believes that, if necessary or
desired, there is a sufficient pool of potentially qualified individuals located
therein who would be available for consideration for nomination as a director of
the Company; and
WHEREAS, the Board has further reviewed the bylaws of the Company in
order to ensure that they serve and provide sufficient flexibility to the
Company and has determined, upon consultation with counsel, that certain further
amendments be made to such bylaws in order to assist in accomplishing such
goals.
NOW THEREFORE, be it
RESOLVED, that the Board hereby approves the adoption of an amendment
to Article II of the By-laws by adding the following new Section 10, as follows:
Section 10. Qualifications. Any member of the Board
of directors shall, in order to qualify as such, be domiciled in or
have his or her primary place of business located in any county, a
portion of which is within a twenty-five mile radius of any office of
any financial institution subsidiary of the Company.
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BE IT FURTHER RESOLVED, that the appropriate officers of the Company be
and hereby are authorized and directed to take all action necessary or
appropriate to implement the foregoing resolutions and any actions previously
taken by such officers be and hereby are approved, ratified and confirmed.
I, Charmaine M. Snyder, the duly elected Secretary of Wyman Park
Bancorporation, Inc., hereby certify that the foregoing is a true and accurate
copy of the resolutions adopted by the Board of Directors of the company at a
meeting held on 11th day of March, 1998, where a quorum was present and acting
throughout.
Date: March 11, 1998 /s/ Charmaine M. Snyder
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Charmaine M. Snyder
