SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant |X|
Filed by the Party other than the Registrant [ ]
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
WYMAN PARK BANCORPORATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
$125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5. Total fee Paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount previously paid:____________________________________________________
2. Form, Schedule or Registration Statement No.:______________________________
3. Filing Party:______________________________________________________________
4. Date Filed:________________________________________________________________
<PAGE>
[WYMAN PARK BANCORPORATION, INC. LETTERHEAD]
September 30, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Wyman Park
Bancorporation, Inc. (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders. The meeting will be held at 3:00 p.m., local
time, on October 20, 1999 at the main office located at 11 West Ridgely Road,
Lutherville, Maryland.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on the Company's fiscal year
1999 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. This year stockholders are being asked to
vote on the election of three directors.
I encourage you to attend the meeting in person. Whether or not you attend
the meeting, please complete, sign and date the enclosed proxy card and return
it in the postage prepaid envelope provided. This will save your Company the
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy card.
Thank you for your attention to this important matter.
Sincerely,
[SIGNATURE BLOCK]
ERNEST A. MORETTI
President and Chief Executive Officer
<PAGE>
WYMAN PARK BANCORPORATION, INC.
11 West Ridgely Road
Lutherville, Maryland 21093
(410) 252-6450
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 20, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Wyman Park Bancorporation, Inc. (the "Company") will be held at
the Company's main office located at 11 West Ridgely Road, Lutherville, Maryland
at 3:00 p.m., Lutherville, Maryland time, on October 20, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company; and
2. Such other matters as may properly come before the Meeting, or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 17, 1999
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed proxy card, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE BLOCK]
Ernest A. Moretti
President and Chief Executive Officer
Lutherville, Maryland
September 30, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
WYMAN PARK BANCORPORATION, INC.
11 West Ridgely Road
Lutherville, Maryland 21093
(410) 252-6450
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1999
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Wyman Park Bancorporation, Inc. (the
"Company"), the parent company of Wyman Park Federal Savings & Loan Association
(the "Association" or "Wyman Park"), of proxies to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") which will be held at the
Company's main office located at 11 West Ridgely Road, Lutherville, Maryland on
October 20, 1999, at 3:00 p.m., local time, and all adjournments of the Meeting.
The accompanying Notice of Annual Meeting and this Proxy Statement are first
being mailed to stockholders on or about September 30, 1999.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of three directors.
VOTE REQUIRED AND PROXY INFORMATION
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees set
forth in this Proxy Statement. The Company does not know of any matters, other
than as described in the Notice of Annual Meeting, that are to come before the
Meeting. If any other matters are properly presented at the Meeting for action,
the persons named in the enclosed proxy card and acting thereunder will vote on
such matters at the direction of the Company's Board of Directors.
The directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. Proxies marked to abstain with respect to a proposal have
the same effect as votes against a proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Secretary,
Wyman Park Bancorporation, Inc., 11 West Ridgely Road, Lutherville, Maryland
21093.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS OF SECURITIES
Stockholders of record as of the close of business on September 17, 1999
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 905,926 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than 5% of the Common Stock and the share ownership of all directors and
executive officers of the Company and the Association as a group.
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
---------------- ----- --------
Terry Maltese, 70,900 7.83%
SOAM Holdings, LLC and
Sandler O'Neill Asset Management LLC
712 Fifth Avenue, 22nd Floor
New York, New York 10019(1)
Wyman Park Bancorporation, Inc.'s
Employee Stock Ownership Plan(2) 110,710 12.22%
Directors and executive officers of the Company
and the Association, as a group (11 persons)(3) 132,526 14.86%
- ---------------
(1) As reported by Sandler O'Neill Asset Management LLC ("SOAM"); SOAM
Holdings, LLC ("Holdings"); Malta Partners, L.P. ("MP"); Malta Hedge Fund,
L.P. ("MHF"); Malta Partners II, L.P. ("MPII"); Malta Hedge Fund II, L.P.
("MHII") and Terry Maltese in a statement as of July 16, 1999 on Amendment
No. 1 to a Schedule 13D under the Exchange Act. MP beneficially owned
29,700 shares of Common Stock (approximately 2.9% of the shares
outstanding); MHF beneficially owned 19,900 shares of Common Stock
(approximately 2.0% of the shares outstanding); MPII beneficially owned
11,400 shares of Common Stock (approximately 1.1% of the shares
outstanding); MHFII beneficially owned 9,900 shares of Common Stock
(approximately 1.0% of the shares outstanding); Holdings owned zero shares
directly, but may be deemed to beneficially own 70,900 shares of Common
Stock because of its position as general partner of MP, MHF, MPII and
MHFII; SOAM owned zero shares directly, but may be deemed to beneficially
own 70,900 shares of Common Stock by reason of its position as management
company for MP, MHF, MPII and MHFII; and Mr. Maltese owns zero shares
directly, but may be deemed to beneficially own 70,900 shares of Common
Stock by reason of his position as President of Holdings and SOAM. Terry
Maltese, SOAM and Holdings each reported shared voting and dispositive
power with respect to all shares reported. MP reported shared voting and
dispositive power with respect to 29,700 shares; MPII reported shared
voting and dispositive power with respect to 11,400 shares; MHF reported
shared voting and dispositive power with respect to 19,900 shares, and
MHFII reported shared voting and dispositive power with respect to 9,900
shares.
(2) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 17,695 of which have been allocated to accounts of
participants. First Bankers Trust Co., N.A., the Trustee of the ESOP, may
be deemed beneficially to own the shares held by the ESOP which have not
been allocated to the participants.
(3) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares allocated to the
ESOP accounts of the group members, held in a fiduciary capacity or by
certain family members, with respect to which shares the group members may
be deemed to have sole voting and/or investment power. Also includes shares
as to which the respective director has options for purchase and the
options are exercisable within 60 days of the Record Date.
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of nine members,
each of whom is also a director of the Association. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. Approximately one-third of
the directors are elected annually.
The following table sets forth certain information regarding the Company's
Board of Directors, including their terms of office and the nominees for
election as directors. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
the nominees) will be voted at the Meeting for the election of the nominees
identified in the following table. If such nominees are unable to serve, the
shares represented by all such proxies will be voted for the election of such
substitutes as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominees might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
BELOW.
<TABLE>
<CAPTION>
Shares of Common
Current Stock Beneficially
Term of Owned at Percent
Director Office September 17, of
Name Age Position(s) Held Since Expires 1999(2) Class
- ---- --- ---------------- ----- ------- ------- -----
NOMINEES FOR TERMS TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C> <C>
Ernest A. Moretti 58 Director, President and Chief 1989 1999 30,252 3.25%
Executive Officer
John K. White 67 Director 1987 1999 9,010 .97%
G. Scott Barhight 42 Director 1996 1999 4,360 .47%
DIRECTORS CONTINUING
IN OFFICE
John R. Beever 66 Director 1984 2000 14,010 1.50%
Albert M. Copp 64 Director 1992 2000 5,170 .55%
Gilbert D. Marsiglia, Sr. 61 Director 1988 2000 9,410 1.01%
Allan B. Heaver 47 Chairman of the Board 1983 2001 11,010 1.18%
H. Douglas Huether 73 Director 1965 2001 16,010 1.72%
Jay H. Salkin 60 Director 1995 2001 19,210 2.06%
</TABLE>
- -----------------
(1) At June 30, 1999.
(2) For the definition of beneficial ownership, see Footnote 3 of the preceding
table.
3
<PAGE>
The business experience of each director is set forth below. All directors
have held their present positions for at least the past five years, except as
otherwise indicated.
ERNEST A. MORETTI. Mr. Moretti is President and Chief Executive Officer of
the Association, a position he has held since 1989.
JOHN K. WHITE. For over 25 years prior to his retirement in 1996, Mr. White
served as Executive Vice President and is a current member of the Board of
Directors of the Baltimore Life Insurance Company and Life of Maryland
Insurance. From 1996-98, Mr. White was the owner's representative on a
construction project for Villa Julie College.
G. SCOTT BARHIGHT. Mr. Barhight has been a partner with the law firm of
Whiteford, Taylor & Preston, LLP located in Towson, Maryland, since 1992.
JOHN R. BEEVER. Mr. Beever has been retired since 1996. From 1967 until
that time, Mr. Beever served as President and Chairman of the Board of John
Dittmar & Sons, Inc., a manufacturer of architectural woodwork headquartered in
Baltimore, Maryland.
ALBERT M. COPP. Since 1983, Mr. Copp has been a co-owner and president of
Woodhall Wine Cellars. He is also a principal of Woodhall Associates, a land
management consulting firm.
GILBERT D. MARSIGLIA, SR. Mr. Marsiglia is the President of the real estate
brokerage firm of Gilbert D. Marsiglia & Co., Inc. located in Lutherville,
Maryland, a position he has held since 1973.
ALLAN B. HEAVER. Since 1986, Mr. Heaver has served as the Managing General
Partner of Heaver Properties, a commercial real estate management/development
company located in Lutherville, Maryland.
H. DOUGLAS HUETHER. Since 1970, Mr. Huether has served as President of
Independent Can Company, a metal can manufacturing company located in Bel Camp,
Maryland and is currently its Chairman of the Board.
JAY H. SALKIN. Since 1981, Mr. Salkin has served as Senior Vice President -
Branch Manager of Advest, Inc., an investment brokerage company. The branch is
located in Lutherville, Maryland. Mr. Salkin is on the Board of Directors of
Advest, Inc., the principal subsidiary of Advest Group, Inc.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Officers are elected annually by the Board of Directors of the Company. The
business experiences of the executive officers who are not also directors are
set forth below.
RONALD W. ROBINSON. Mr. Robinson, age 54, currently serves as Treasurer of
the Association and the Chief Financial Officer of the Company. Mr. Robinson has
been employed by the Association since 1990 and by the Company since its
formation.
CHARMAINE M. SNYDER. Ms. Snyder, age 42, serves as the Association's
Corporate Secretary and Loan Servicing Manager and Corporate Secretary of the
Company. Ms. Snyder has been employed by the Association since 1976 and by the
Company since its formation.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors meets at least monthly. During the fiscal
year ended June 30, 1999, the Board of Directors held 12 meetings. No director
attended fewer than 75% of the total meetings of the Board of
4
<PAGE>
Directors and committees on which such Board member served during this period.
The Company has various standing committees, including Nominating, Audit
and Compensation Committees.
The entire Board of Directors acts as the Nominating Committee to nominate
candidates for membership on the Board of Directors. During fiscal year 1999,
the Board met once in its capacity as a nominating committee.
The Audit Committee meets annually to review the annual audit of the
Company's independent accountants and to recommend the appointment by the Board
of Directors of independent accountants for the following fiscal year. This
committee met once in fiscal year 1999 and is comprised of Directors Heaver,
Marsiglia, and Salkin.
The Compensation Committee meets on an as-needed basis, but at least once
during a fiscal year for the purpose of reviewing officers' salaries and
bonuses. This committee met two times during fiscal year 1999. The members of
this committee are Directors Copp, Heaver, Huether, Moretti and White.
DIRECTOR COMPENSATION
Directors are currently not compensated for membership on the Board of
Directors of the Company. Each director of the Company is also a director of the
Association and, in that capacity, is currently paid a fee of $575.00 for each
regular meeting attended. Non-employee directors also receive committee fees of
$175.00 for each meeting attended. Directors who are also employees of the
Company or the Association receive fees for Board meetings but do not receive
fees for participation on any committees.
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its executive officers since
its formation. The following table sets forth information concerning the
compensation paid or granted to the Association's Chief Executive Officer for
services rendered by the Association's Chief Executive Officer. No other
executive officer of the Company has aggregate compensation (salary plus bonus)
in excess of $100,000 in fiscal year 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
-------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Award
------------------------------------ -----------------------
Restricted
Name and Principal Other Annual Stock Options/ All Other
Position Year Salary($) Bonus($) Compensation($) Award($) SARs(#) Compensation($)
-------- ---- --------- -------- --------------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ernest A. Moretti 1999 $115,000 $28,235 $ --- $ 111,287(1) 49,681(2) $ 73,731(3)
President, Chief 1998 115,000 24,700 --- --- ---/--- 342,269
Executive Officer 1997 115,000 23,000 --- --- ---/--- 18,025
and Director
</TABLE>
- --------------------
(1) 10,117 shares were granted on January 20, 1999 and vest over 5 years. As of
June 30, 1999, Mr. Moretti was vested in 20% or 2,023 shares.
(2) As adjusted to reflect the Company's return of capital distribution on June
21, 1999. Shares vest over 5 years and as of June 30, 1999, Mr. Moretti was
vested in 20% or 9,936 shares.
(3) Includes $5,330 of life, health and disability premiums paid by the
Association, $2,462 paid by the Association in discretionary contributions
pursuant to the Association's 401(k) Plan, accrued interest of $22,330 to
fund the executive supplemental retirement plan for Mr. Moretti, the value
of a car provided to Mr. Moretti of $1,492, the value of 2,749 shares
allocated to Mr. Moretti under the Company's ESOP at June 30, 1999, and
$6,900 in fees paid to Mr. Moretti in his capacity as a Director.
5
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1999. The following table contains information
concerning the grant of stock options to Mr. Moretti under the Company's stock
option plan. The plan does not provide for the grant of stock appreciation
rights.
<TABLE>
<CAPTION>
Number of Percent of
Securities Total Options Exercise or
Underlying Granted to Base
Options Granted Employees in Price
Name (Number of Shares) Fiscal Year ($ per share) Expiration Date
---- ------------------ ----------- ------------- ---------------
<S> <C> <C> <C> <C>
Ernest Moretti 49,681(a) 55.6% $ 5.60 Jan. 20, 2009
</TABLE>
- ---------------------
(a) Options were granted at $11 per share, the fair market value at the
date of grant and subsequently adjusted to $5.60 per share to reflect
the $6 per share return of capital distribution paid on June 21, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND YEAR-END OPTION VALUES.
The following table sets forth information concerning the value of options held
by the named executive officers at the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal Year End In-the-Money Options at
Shares Acquired on Value Exercisable/Unexercisable Fiscal Year End (a)
Name Exercise (#) Realized ($) (Number of Shares) Exercisable/Unexercisable
---- ------------ ------------ ------------------ -------------------------
<S> <C> <C> <C> <C>
Ernest Moretti -- -- 9,936/39,745 $12,047/$48,191
<FN>
- -----------------------------
(a) Represents the difference between fair market value of underlying Common Stock at year-end (based
on the most recent sales price known to management) and the exercise price. Options are in-the-money
if the fair market value of the underlying securities exceeds the exercise price of the Option and
out-of-the-money if the exercise price of unexercisable options exceeds current fair market value.
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. The Association has an employment contract with its
President, Ernest A. Moretti. The agreement provides for a salary of $115,000,
contains bonus provisions tied to the Association's performance and has a term
of three years (subject to an annual extension for an additional year following
an annual performance review). The agreement provides that under certain
circumstances, including a change in control, Mr. Moretti would be entitled,
subject to certain limitations, to a severance payment in lieu of salary equal
to a percentage of his base amount of compensation, as defined. The contract
provides for termination upon the employee's death, for cause or in certain
events specified by OTS regulations. The employment contract is terminable by
the employee upon 90 days' notice to the Association.
In the event there is a change in control of the Association, as defined in
the agreement, if employment terminates involuntarily in connection with such
change in control or within 12 months thereafter, the employment contract
provides for a payment equal to 299% of Mr. Moretti's base amount of
compensation as defined in the Internal Revenue Code. Assuming a change in
control were to take place as of June 30, 1999, the aggregate amounts payable to
Mr. Moretti pursuant to this change in control provision would have been
approximately $343,850.
The contract provides, among other things, for participation in an
equitable manner in employee benefits applicable to executive personnel. The
employment contract may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Company.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN. Effective fiscal year 1998, the
Association adopted the Wyman Park Federal Savings and Loan Association
Executive Supplemental Retirement Plan (the "SERP") for the benefit of Mr.
Moretti. The SERP provides for payment of a specified amount to Mr. Moretti, as
President of the Association, upon the occurrence of the later of (i) Mr.
Moretti's attainment of age 65 or (ii) the termination (other than for cause) of
Mr. Moretti as President of the Association ("Payment Event"). Specifically,
upon the occurrence of a Payment
6
<PAGE>
Event, Mr. Moretti shall be entitled to an annual amount, payable in twelve (12)
monthly installments, over the greater of the life of Mr. Moretti or one hundred
twenty (120) months, equal to the excess of (A) sixty-five percent of Mr.
Moretti's highest five-year average annual compensation, as defined in the
defined benefit retirement plan provided by the Association (the "Qualified
Plan"), but without regard to the limitations imposed by Section 401(a)(17) of
the Internal Revenue Code of 1986, as amended, reduced by (B) Mr. Moretti's
annualized monthly retirement benefit payable under the Qualified Plan under the
normal form of benefit, as defined as of September 30, 1997, under the Qualified
Plan, such form being a 10-year certain and continuous annuity.
CERTAIN TRANSACTIONS
The Association has followed a policy of granting loans to officers and
directors. Loans to directors and executive officers are made in the ordinary
course of business and on the same terms and conditions as those of comparable
transactions with the general public prevailing at the time, in accordance with
the Association's underwriting guidelines, and do not involve more than the
normal risk of collectibility or present other unfavorable features.
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has appointed Anderson Associates,
LLP, independent accountants, to be the Company's auditors for the fiscal year
ending June 30, 2000. Representatives of Anderson Associates, LLP are expected
to attend the Meeting to respond to appropriate questions and to make a
statement if they so desire.
On March 11, 1998, the appointment of Wooden & Benson Chartered as the
Company's independent auditors was terminated and Anderson Associates, LLP was
engaged as the Company's independent auditors. The decision to change
accountants was approved by the Board of Directors of the Company. 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 Wooden & Benson Chartered
to make reference to the subject matters of the disagreements in connection with
their audit reports.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater-than-10% shareholders
are required to furnish the Company with copies of all such reports. Based
solely on its review of copies of such reports received by it, or written
representation from certain reporting persons that no annual report of change in
beneficial ownership is required, the Company believes that, during the year
ended June 30, 1999, all such filing requirements were satisfied.
7
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 11 West
Ridgely Road, Lutherville, Maryland 21093, no later than May 28, 2000. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934. Otherwise, any stockholder proposal to take
action at such meeting must be received at the Company's executive office, at 11
West Ridgely Road, Lutherville, Maryland 21093 on or before September 20, 2000
(30 days prior to next year's anticipated annual meeting date). In the event
that the date of next year's annual meeting changes, a stockholder proposal must
be received not later than 30 days prior to the new date of such annual meeting;
provided, however, that in the event that less than 40 days notice of the new
date of annual meeting is given or made to stockholders, notice of a proposal by
a stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which notice of the new date of the annual
meeting was mailed. All stockholder proposals must also comply with the
Company's bylaws and Delaware law.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Lutherville, Maryland
September 30, 1999
8
<PAGE>
WYMAN PARK BANCORPORATION, INC.
11 WEST RIDGLEY ROAD
LUTHERVILLE, MARYLAND 21093
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF STOCKHOLDERS
OCTOBER 20, 1999
The undersigned hereby constitutes and appoints Allan B. Heaver, Jay H.
Salkin, and H. Douglas Huether, and each of them, the proxies of the
undersigned, with full powers of substitution, to attend the Annual Meeting of
Stockholders of Wyman Park Bancorporation, Inc. (the "Company") to be held at
the main office located at 11 West Ridgely Road, Lutherville, Maryland, on
October 20, 1999 at 3:00 p.m., local time, and any adjournments thereof, and to
vote all the shares of stock of the Company which the undersigned may be
entitled to vote, upon the following matters.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, WILL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED HEREIN, AND WILL BE VOTED FOR
THE ELECTION OF DIRECTORS AND AS DETERMINED BY A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS, IF NO INSTRUCTIONS TO THE CONTRARY ARE MARKED
HEREIN.
1. The Election of Directors: Ernest A. Moretti, John K. White, and G.
Scott Barhight.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees listed above.
contrary below).
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME BELOW.)
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2. The transaction of such other business as may
properly come before the Annual Meeting or any
adjournments thereof.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Annual Meeting of the Stockholders and Proxy Statement and the Annual
Report to Stockholders for the fiscal year ended June 30, 1999, and hereby
revokes any proxy heretofore given. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE
ITS EXERCISE.
Date:_______________________________________________
Signature:__________________________________________
Signature:__________________________________________
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS HEREIN AND RETURN IN THE
ENCLOSED ENVELOPE. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the signor is a corporation, please sign
the full name by duly appointed officer. If a partnership, please sign in
partnership name by authorized person. If shares are held jointly, each
shareholder named should sign.
