WYMAN PARK BANCORPORATION INC
10KSB/A, 1999-05-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                               (Amendment No. One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         [NO FEE REQUIRED]
         For the fiscal year ended June 30, 1998
                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         [NO FEE REQUIRED]
         For the transition period from                   to
                                        ----------------      -----------------
         Commission file number 0-23345


                         WYMAN PARK BANCORPORATION, INC.
- --------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

      Delaware                                          52-2068893
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


11 West Ridgely Road, Lutherville, Maryland                          21093
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code:  (410) 252-6450
                                                     ---------------

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $0.01 per share
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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 ___.

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment  to this Form  10-KSB.  [X] 

     State the issuer's revenues for its most recent fiscal year: $5,174,000.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant, computed by reference to the average of the bid and ask price of
such stock as of June 30, 1998, was approximately $12.2 million.  (The exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the registrant that such person is an affiliate of the
registrant.) 

     As of June 30, 1998,  there were 1,011,713 shares issued and outstanding of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

     PartsII of Form 10-KSB - Annual Report to Stockholders  for the fiscal year
     ended June 30, 1998.

     Part III of Form  10-KSB -  Portions  of Proxy  Statement  for 1998  Annual
     Meeting of Stockholders.


<PAGE>



                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        WYMAN PARK BANCORPORATION,
                                          INC.

Date: May 3, 1999                       By: /s/ Ernest A. Moretti
     --------------------                   ------------------------------------
                                            Ernest A. Moretti
                                            (Duly Authorized Representative)

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.



By: /s/ Ernest A. Moretti                By: /s/ Ronald W. Robinson
   ----------------------------------        -----------------------------------
   Ernest A. Moretti, Director,              Ronald W. Robinson,
   President and Chief Executive             Chief Financial Officer
    Officer                                  (Chief Financial and Accounting
   (Principal Executive and Operating          Officer)
     Officer)


Date: May 3, 1999                         Date: May 3, 1999
     ---------------------                     -----------------------



By: /s/ Allan B. Heaver                  By: /s/ H. Douglas Huether
   -------------------------------          ------------------------------------
   Allan B. Heaver, Chairman of             H. Douglas Huether, Director
    the Board


Date:  May 3, 1999                       Date:  May 3, 1999
      -------------------                      ----------------------


By:                                    By: /s/ John R. Beever
   ------------------------------          -------------------------------------
   John K. White, Director                 John R. Beever, Director


Date:                                  Date:  May 3, 1999
      ------------------                       ---------------------


By: /s/ Albert M. Copp                 By:
   -----------------------------           -------------------------------------
   Albert M. Copp, Director                Gilbert D. Marsiglia, Sr., Director

Date: May 3, 1999                      Date:
      ------------------                       ---------------------


By: /s/ Jay H. Salkin                  By:
    ---------------------------             ------------------------------------
    Jay H. Salkin, Director                 G. Scott Barhight, Director

Date:  May 3, 1999                     Date:
       -----------------                       ---------------------



<PAGE>



                               Index to Exhibits



 Regulation S-B                                                    Reference to
    Exhibit                                                       Exhibit-Number
     Number                       Document                       Attached Hereto
 ---------------    ------------------------------------------   ---------------
      13            Annual Report to Security Holders                  13



                                   EXHIBIT 13
                        ANNUAL REPORT TO SECURITY HOLDERS


<PAGE>



                            Anderson Associates, LLP

                          Certified Public Accountants
                                 7621 Fitch Lane
                            Baltimore, Maryland 21236
                                  410-882-8050

                          Independent Auditor's Report



The Board of Directors
Wyman Park Bancorporation, Inc.
Lutherville, Maryland


We have audited the accompanying  consolidated statements of financial condition
of Wyman Park Bancorporation, Inc. and Subsidiaries as of June 30, 1998, and the
related consolidated  statements of income,  stockholders' equity and cash flows
for the year ended June 30, 1998. These  consolidated  financial  statements are
the  responsibility  of  Wyman  Park  Bancorporation,   Inc.'s  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit. The consolidated statement of financial condition
of Wyman Park Bancorporation,  Inc. and Subsidiaries as of June 30, 1997 and the
related statements of income,  stockholders'  equity and cash flows for the year
ended June 30, 1997 were audited by other auditors whose report,  dated July 18,
1997, expressed on those statements an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Wyman
Park   Bancorporation,   Inc.  and  Subsidiaries  at  June  30,  1998,  and  the
consolidated results of their operations and their cash flows for the year ended
June 30, 1998, in conformity with generally accepted accounting principles.


/s/ Anderson Associates, LLP

July 24, 1998
Baltimore, Maryland


<PAGE>
                                     Wooden
                                    & Benson
                                    Chartered
                          Certified Public Accountants



                          Independent Auditors' Report


The Board of Directors
Wyman Park Federal Savings and Loan
  Association and Subsidiary
Lutherville, Maryland


     We have  audited the  accompanying  consolidated  statements  of  financial
condition of Wyman Park Federal  Savings and Loan  Association and Subsidiary as
of June 30, 1997 and 1996 and the related consolidated statements of operations,
equity and cash flows for the years then ended.  These financial  statements are
the  responsibility of the Association's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Wyman Park Federal  Savings and Loan  Association  and Subsidiary as of June 30,
1997 and 1996, and the  consolidated  results of their operations and their cash
flows for the years then ended, in conformity with generally accepted accounting
principles.


/s/ Wooden & Benson

July 18, 1997
Baltimore, Maryland



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