UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.___)
Filed by the registrant [X]
Filed by a 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 Rule 14a-12
WYMAN PARK BANCORPORATION, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] 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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total Fee paid:
N/A
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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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
[WYMAN PARK BANCORPORATION, INC. LETTERHEAD]
September 29, 2000
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 18, 2000 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 2000 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,
/s/ Ernest A. Moretti
------------------------
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 18, 2000
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 18, 2000.
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 22, 2000
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
/s/ Ernest A. Moretti
-----------------------------
Ernest A. Moretti
President and Chief Executive Officer
Lutherville, Maryland
September 29, 2000
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 18, 2000
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 18, 2000, 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 29, 2000.
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
22, 2000 will be entitled to one vote for each share of Common Stock then held.
As of that date, the Company had 877,726 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.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
-------------------------------- ------------ ------------
<S> <C> <C> <C>
Terry Maltese, 60,000 6.84%
SOAM Holdings, LLC and
Sandler O'Neill Asset Management LLC
780 Third Avenue, 30th Floor
New York, New York 10017(1)
Wyman Park Bancorporation, Inc.'s
Employee Stock Ownership Plan(2) 148,909 16.97%
Directors and executive officers of the Company
and the Association, as a group (11 persons)(3) 173,901 18.55%
</TABLE>
-------------------
(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.
("MHFII"), Malta Offshore, Ltd. ("MO") and Terry Maltese in a statement as
of August 10, 2000 on Amendment No. 3 to a Schedule 13D under the Exchange
Act. MP beneficially owned 7,400 shares of Common Stock (approximately
.08% of the shares outstanding); MHF beneficially owned 6,700 shares of
Common Stock (approximately .07% of the shares outstanding); MPII
beneficially owned 25,200 shares of Common Stock (approximately 2.8% of
the shares outstanding); MHFII beneficially owned 16,600 shares of Common
Stock (approximately 1.8% of the shares outstanding); MO beneficially
owned 4,100 shares of Common Stock (approximately 0.5% of the shares
outstanding); Holdings owned zero shares directly, but may be deemed to
beneficially own 55,900 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 60,000 shares of Common
Stock by reason of its position as management company for MP, MHF, MPII,
MHFII and MO; and Mr. Maltese owns zero shares directly, but may be deemed
to beneficially own 60,000 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 7,400 shares; MPII reported shared voting and dispositive power
with respect to 25,200 shares; MHF reported shared voting and dispositive
power with respect to 6,700 shares, MHFII reported shared voting and
dispositive power with respect to 16,600 shares, and MO reported shared
voting and dispositive power with respect to 4,100 shares.
(2) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 32,360 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>
Current Shares of Common
Term of Stock Beneficially Percent
Director Office Owned at Of
Name Age(1) Position(s) Held Since Expires September 22, 2000(2) Class
------------------------ ------ ------------------------------------ ----------- ------- --------------------- -------
NOMINEES FOR TERMS TO EXPIRE IN 2003
<S> <C> <C> <C> <C> <C> <C>
John R. Beever 67 Director 1984 2000 16,720 1.80%
Albert M. Copp 65 Director 1992 2000 7,880 0.85%
Gilbert D. Marsiglia, Sr. 62 Director 1988 2000 12,120 1.30%
DIRECTORS CONTINUING
IN OFFICE
Allan B. Heaver 48 Chairman of the Board 1983 2001 13,720 1.48%
H. Douglas Huether 74 Director 1965 2001 18,720 2.01%
Jay H. Salkin 61 Director 1995 2001 21,920 2.36%
Ernest A. Moretti 59 Director, President and Chief 1989 2002 43,804 4.71%
Executive Officer
John K. White 68 Director 1987 2002 11,720 1.26%
G. Scott Barhight 43 Director 1996 2002 7,070 0.76%
</TABLE>
--------------------
(1) At June 30, 2000.
(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.
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.
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.
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 55, 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 43, 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.
4
<PAGE>
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, 2000, the Board of Directors held twelve meetings. No
director attended fewer than 75% of the total meetings of the Board of 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
2000, 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 twice in fiscal year 2000 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 three times during fiscal year 2000. 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 for each
regular meeting attended. Non-employee directors also receive committee fees of
$175 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 $100,000 in fiscal year 2000.
5
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
-----------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation Award
Name and Principal --------------------------------------- --------------------------
Restricted
Other Annual Stock(4) Options/ All Other
Position Year Salary($) Bonus($) Compensation($) Award($)(1) SARs(#)(2) Compensation($)
----------- ---- --------- -------- --------------- ------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ernest A. Moretti 2000 $115,000 $20,145 $ --- $ --- ---/--- $82,243(3)
President, Chief Executive 1999 115,000 28,235 --- 111,287 49,681 73,731
Officer and Director 1998 115,000 24,700 --- --- ---/--- 342,269
</TABLE>
---------------------
(1) 10,117 shares were granted on January 20, 1999 and vest over 5 years.
(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, 2000, Mr.
Moretti was vested in 40% or 19,872 shares.
(3) Includes $5,787 of life, health and disability premiums paid by the
Association, $1,461 paid by the Association in discretionary contributions
pursuant to the Association's 401(k) Plan, accrued interest of $24,563 to
fund the executive supplemental retirement plan for Mr. Moretti, the value
of a car provided to Mr. Moretti of $1,245, the value of 6,041 shares
allocated to Mr. Moretti under the Company's ESOP at June 30, 2000, and
$6,900 in fees paid to Mr. Moretti in his capacity as a Director of the
Association.
(4) Dividends on such shares are payable to the individual in either cash or
common stock of the company, at the discretion of the trustees of the
Company's RRP
Aggregated Option Exercises in Fiscal Year 2000 and Year-End Option
Values. The following table sets forth information concerning the value of
options held by the named executive officers at the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Fiscal Value of Unexercised
Year End In-the-Money Options at
Exercisable/Unexercisable Fiscal Year End (a)
Shares Acquired on Value ------------------ ------------------------
Name Exercise (#) Realized ($) (Number of Shares) Exercisable/Unexercisable
----- ------------- ------------- ----------------- -------------------------
<S> <C> <C> <C> <C>
Ernest Moretti --- --- 19,872/29,809 $27,821/$41,733
--------- ---------
</TABLE>
-------------------
(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.
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 regulations of the Office of Thrift Supervision. The
employment contract is terminable by the employee upon 90 days' notice to the
Association.
6
<PAGE>
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 that term is defined in the Internal Revenue Code. Assuming a
change in control were to take place as of June 30, 2000, 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 adversely
affect a proposed future acquisition of control of the Company.
Executive Supplemental Retirement Plan. Effective in 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 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, 2001. 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.
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, 2000, 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 26,
2001. 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 19, 2001 (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 29, 2000
8
<PAGE>
WYMAN PARK BANCORPORATION, INC.
11 West Ridgley Road
Lutherville, Maryland 21093
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF STOCKHOLDERS
October 18, 2000
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 18, 2000 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: John R. Beever, Albert M. Copp and Gilbert
D. Marsiglia, Sr.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all nominees
listed above.
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name below.)
--------------------------------------------------------------------------------
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, 2000, 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.
