SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
SCHEDULE 13D
(Amendment No. )
Under the Securities Exchange Act of 1934
Eagle Bancorp, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
268948106
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(CUSIP Number)
David H. Baris, Esquire
Kennedy, Baris & Lundy, LLP
Suite P-15, 4701 Sangamore Road, Bethesda, MD 20816
301.229.3400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [_].
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See, Rule 13d-1 (a) for other parties to whom copies are to
be sent.
Page 1 of 5 Pages
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CUSIP No. 268948106 13D Page 2 of 5 Pages
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1. NAME OF REPORTING PERSONS
S.S. OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ronald D. Paul SS# ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF
25,000 (includes presently exercisable options to purchase
20,000 shares of common stock)
SHARES
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8. SHARED VOTING POWER
BENEFICIALLY 65,000 (Represents shares held by two trusts for benefit of
reporting person's children and/or siblings, as to which
OWNED BY reporting person's father and brother are trustees. The
reporting person has been appointed agent for each trust.)
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 25,000 (includes presently exercisable options to purchase
20,000 shares of common stock)
PERSON _________________________________________________________________
10. SHARED DISPOSITIVE POWER
WITH
65,000 (Represents shares held by two trusts for benefit of
reporting person's children and/or siblings, as to which
reporting person's father and brother are trustees. The
reporting person has been appointed agent for each trust.)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000 (includes presently exercisable options to purchase 20,000 shares of
common stock and shares held by two trusts for benefit of reporting
person's children and/or siblings, as to which reporting person's father
and brother are trustees. The reporting person has been appointed agent for
each trust.)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
Does not include options to purchase an aggregate of 20,000 shares of
common stock which will vest in December 2000 and December 2001.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.39% (includes presently exercisable options to purchase 20,000 shares of
common stock)
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 268948106 13D Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This report relates to the common stock $.01 par value, of Eagle
Bancorp, Inc. (the "Company"), a Maryland corporation, the principal office of
which is located at 7815 Woodmont Avenue, Bethesda, Maryland 20814.
ITEM 2. IDENTITY AND BACKGROUND.
Ronald D. Paul. Mr. Paul's residence address is 11412 Twining Lane,
Potomac, MD 20854.
Mr. Paul's principal occupation is President and Chief Executive
Officer of The Ronald D. Paul Companies and RDP Management, which are engaged in
the business of a real estate development and management. The address of The
Ronald D. Paul Companies and RDP Management is 8101 Glenbrook Road, Bethesda,
Maryland 20814.
The reporting person has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the last five
years.
The reporting person has not been, during the last five years, a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Mr. Paul is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
$50,000 of Mr. Paul's personal funds; $575,000 of funds of The Paul
Family Investment Trust (UA dated December 8, 1991), Steven B. Paul, Trustee;
$75,000 of funds of SIBS Trust (UA dated December 16, 1994), Steven B. Paul
Trustee. Mr. Steven B. Paul, trustee of each trust, is Mr. Ronald D. Paul's
brother. Mr. Paul's father is also a trustee of each trust. Mr. Ronald D. Paul
is the settlor of each trust.
In December 1998, Mr. Paul was granted options to purchase an aggregate
of 40,000 shares of common stock, subject to adjustment to reflect stock splits,
stock dividends, reverse stock splits, combinations of shares,
recapitalizations, restructurings or other changes in the common stock. Such
options vest over a four year period as follows:
10,000 December 8, 1998
10,000 December 8, 1999
10,000 December 8, 2000
10,000 December 8, 2001
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of common stock the acquisition of which is disclosed
hereby were acquired for investment purposes. The reporting person will continue
to evaluate market conditions and the business of the issuer to determine
possible future acquisitions or dispositions of common stock of the Company.
Except as indicated above, and except for periodic review of
opportunities for expansion of the Company's business by acquisition or
otherwise, review of the capital needs of the Company, review of the Company's
strategic alternatives and review of possible amendments to the Company's
articles of incorporation and bylaws (some of which might have an anti-takeover
effect), all in his capacity as President and Vice Chairman of the Board of
Directors of the Company, the reporting person has no present plans or proposals
which relate to, or which would result in, any of the factors set forth in
paragraphs (a) through (j) of Item 4.
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CUSIP No. 268948106 13D Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
All percentages given for ownership of the outstanding common stock are
based upon 1,650,000 shares of common stock outstanding as of February 29, 2000,
plus options, warrants or other rights to acquire shares of common stock within
sixty days of the date of filing hereof held by the reporting person.
On December 8, 1998, in connection with the Company's initial public
offering of shares of its common stock, Mr. Paul acquired 5,000 shares of common
stock (representing 0.30% of the outstanding), The Paul Family Investment Trust
acquired 57,500 shares of common stock (representing 3.44% of the outstanding),
and the SIBS Trust acquired 7,500 shares of common stock (representing 0.45% of
the outstanding), directly from the Company, at the offering price of $10.00 per
share.
On December 8, 1998, Mr. Paul was granted, in his capacity as President
of the Company, options to acquire an aggregate of 40,000 shares of common stock
at an exercise price of $10.00 per share. The options vest over a four year
period as follows:
10,000 December 8, 1998
10,000 December 8, 1999
10,000 December 8, 2000
10,000 December 8, 2001
As of the date of this filing, Mr. Paul beneficially owns 90,000 shares
of common stock, including options to purchase 20,000 shares of common stock,
representing 5.39% of the outstanding. Mr. Paul possess sole power to vote and
dispose of the shares owned directly, and shares the power to vote/dispose of
the shares subject to The Paul Family Investment Trust (1991) and the SIBS
Trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as otherwise described herein, there are no agreements,
arrangements, understandings or relationships relating to any securities of the
Company, including the common stock, including with respect to the transfer or
voting thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
[Remainder of page intentionally blank.]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, compete and
correct.
March 06, 2000
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(Date)
/s/ Ronald D. Paul
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(Signature)
Ronald D. Paul
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(Name/Title)
