PATAPSCO VALLEY BANCSHARES INC
8-K, 1999-02-18
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                         ------------------------------



                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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<CAPTION>


 Date of report (Date of earliest  event  reported)  February 17, 1999 (February 12, 1999)
                   -------------------------------------------



                        PATAPSCO VALLEY BANCSHARES, INC.
               (Exact name of Registrant as specified in Charter)


<S>                                      <C>                                      <C>    


         Maryland                                      0-24887                             52-1996620
(State or other Jurisdiction                   (Commission File Number)          (IRS Employer Identification
      of incorporation)                                                                    No.)


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              8593 Baltimore National Pike, Ellicott City, MD 21043
                (Address of Principal Executive Offices/Zip Code)



       Registrant's telephone number, including area code: (410) 465-0900




                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)









<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events.

         Effective  at  11:59  p.m.  on  February  11,  1999,   Patapsco  Valley
Bancshares,  Inc.,  parent  company of Commercial and Farmers Bank (the "Bank"),
through the Bank's  subsidiary,  C&F Insurance  Agency,  Inc.,  consummated  its
acquisition of the assets of the Ellicott City branch of Fowler Insurance,  Inc.
(formerly,  Fowler & Seidl,  Inc.), a full line independent  insurance agency. A
copy of the Bank's Press Release,  which announces the acquisition,  is attached
to this Current Report as Exhibit 99.1.



                                   SIGNATURES

         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 hereunto duly authorized.


                                          PATAPSCO VALLEY BANCSHARES, INC.



Date:  February 17, 1999                  By:/s/ Kevin P. Huffman        
                                             --------------------------
                                             Kevin P. Huffman
                                             Executive Vice President








                                  EXHIBIT INDEX



Exhibit
Number   Description of Exhibit
         ----------------------

99.1     Press Release


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Exhibit 99.1

Commercial and Farmers Bank
8593 Baltimore National Pike
Ellicott City, MD 21043

                               Banking and Finance

            COMMERCIAL AND FARMERS BANK SUBSIDIARY ACQUIRES ASSETS OF
                                INSURANCE AGENCY


Ellicott  City--John  S.  Whiteside,  President and Chief  Executive  Officer of
Patapsco Valley Bancshares, Inc. (parent company of CFBank) announced today that
CFBank,  through its subsidiary,  C&F Insurance Agency,  Inc., has completed the
acquisition  of the Ellicott City branch of Fowler & Seidl,  Inc. and Center for
Insurance and Related Services, a full-line  independent  insurance agency based
in  Maryland.  W.  William  Cookson,   Chairman  of  the  Board  of  CFBank  and
instrumental  in  completing  the  acquisition,  will  resign  from the Board of
Directors to accept the  responsibilities  of  President  and CEO of the growing
agency.  Mr. Cookson,  an insurance  professional with over twenty five years of
experience, will be joined by the existing staff of the Center for Insurance and
Related  Services to offer a full-line of insurance  products to commercial  and
retail clients.

Patapsco Valley Bancshares,  Inc. (PVB) is a Maryland based bank holding company
with $170 million in assets. PVB offers full-service  banking through Commercial
and Farmers Bank's eight offices;  offers  residential  first mortgage loans and
construction  loans through  Founders  Mortgage  Company,  Inc.; and offers data
processing services to financial  institutions  through Central Maryland Service
Corporation, Inc.

"Patapsco Valley Bancshares has taken another step toward establishing itself as
a full-service  financial  provider.  Our future plans are to grow the insurance
agency through expanded marketing efforts and additional  acquisitions,"  states
Mr.  Cookson.  "We are looking  forward to working  together with all of the PVB
subsidiaries." 
                                   **********

This press release contains forward-looking statements within the meaning of The
Private  Securities  Litigation  Reform  Act of 1995.  Such  statements  are not
historical  facts and include  expressions  about  Patapsco  Valley  Bancshares,
Inc.'s  confidence  and  strategies,  and about plans for future  growth.  These
statements  may be identified by such  forward-looking  terminology as "expect",
"believe", "anticipate" or by expressions of confidence such as "continuing", or
"strong",   or  similar   statements   or   variations   of  such  terms.   Such
forward-looking statements involve certain risks and uncertainties.  These risks
and uncertainties  include,  but are not limited to, general economic conditions
and  competition in the  geographic and business areas in which Patapsco  Valley
Bancshares,   Inc.   operates,   inflation,   fluctuations  in  interest  rates,
legislation and governmental  regulation.  Actual results may differ  materially
from the forward-looking statements. Patapsco Valley Bancshares, Inc. assumes no
obligation for updating any such forward-looking statements at any time.



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