SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
BALTIMORE BANCORP
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(Name of Issuer)
Common Stock, par value $5.00 per share
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(Title of Class of Securities)
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059029108
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(CUSIP Number)
Alan M. Stark, Esq.
80 Main Street, West Orange, New Jersey 07052
(201)325-8660
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 17, 1994
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(Date of Event which Requires Filing of this Statement)
If this 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 / /.
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>2
SCHEDULE 13D
CUSIP No. 059029108
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________________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification No. of
Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [x]
________________________________________________________________________
3) SEC Use Only
________________________________________________________________________
4) Source of Funds:
WC
________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
________________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________________
(7) Sole voting Power
Number of 715,800
Shares Bene- ___________________________________________________________
ficially (8) Shared Voting Power
owned by 122,300
Each Report- ___________________________________________________________
ing Person (9) Sole Dispositive Power
With 715,800
________________________________________________________________________
(10) Shared Dispositive Power
122,300
________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
838,100
________________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.0%
________________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>3
Item 1. Security and Issuer.
This statement relates to the common stock, par value $5.00 per
share (the "Common Stock" or the "Shares"), of BALTIMORE BANCORP. (the
"Company"), which has its principal executive offices at 120 East Baltimore
Street, Baltimore, Maryland 21202.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman, ("Cooperman").
Cooperman is the sole general partner of two limited partnerships organized
under the laws of the State of Delaware known as Omega Capital Partners,
L.P., and Omega Institutional Partners, L.P. They are private investment
firms engaged in the purchase and sale of securities for investment for their
own accounts. The business address of Cooperman and the principal business
and office of Omega Capital Partners, L.P., and Omega Institutional Partners,
L.P., is c/o Omega Advisors, Inc., 88 Pine Street, Wall Street Plaza - 31st
Floor, New York, New York 10005. Cooperman is a citizen of the United
States.
Cooperman is also the President and majority stockholder of Omega
Advisors, Inc., a Delaware corporation, engaged in providing investment
management. The address of the principal business and office of Omega
Advisors, Inc. is 88 Pine Street, Wall Street Plaza - 31st Floor, New York,
New York 10005. Omega Advisors, Inc. serves as investment manager to Omega
Overseas Partners, Ltd., a Cayman Island corporation, with a business address
at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British Virgin Islands. Cooperman
<PAGE>4
controls Omega Overseas Partners, Ltd. Omega Advisors, Inc. also serves with
discretionary power as investment manager to unrelated third parties (herein
referred to as the "Managed Account") and has purchased for that Managed
Account a total of 122,300 Shares.
Neither Cooperman nor any of the investment entities controlled by
him have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any such
person, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which any 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.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 838,100 Shares. Of this amount,
242,6000 Shares were purchased on behalf of Omega Capital Partners, L.P., at
a total cost of $4,053,100; 255,200 Shares were purchased on behalf of Omega
Institutional Partner, L.P., at a total cost of $4,263,993; 218,000 Shares
were purchased on behalf of Omega Overseas Partners, Ltd. at a total cost of
$3,640,274; and 122,300 Shares were purchased on behalf of the Managed
Account at a total cost of $2,028,588. The source of funds for the purchase
of all such Shares was investment capital.
<PAGE>5
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment purposes, and only
in the ordinary course of business.
In the ordinary course of business, Cooperman from time to time
evaluates holdings of securities, and based on such evaluation, he may
determine to acquire or dispose of securities of specific issuers.
Cooperman has no present plans or intentions which would result in
or relate to any of the transactions described in subparagraphs (a) through
(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's Annual Report
for the fiscal year ended December 31, 1993, there are issued and outstanding
16,672,049 Shares of Common Stock. Omega Capital Partners, L.P., owns
242,600 Shares, or 1.46% of those outstanding; Omega Institutional Partners,
L.P., owns 255,200 Shares, or 1.53% of those outstanding; Omega Overseas
Partners, Ltd., owns 218,000 Shares, or 1.31% of those outstanding; and the
Managed Account owns 122,300 Shares, or .73% of those outstanding. Cooperman
possesses sole power to vote and direct the disposition of all Shares of
Common Stock owns by Omega Capital Partners, L.P., Omega Institutional
Partners, L.P., and Omega Overseas Partners, Ltd. As to the 122,300 Shares
owned by the Managed Account, there would be shared power to dispose or to
direct the disposition of such Shares because the owners of the Managed
Account may be deemed
<PAGE>6
beneficial owner of such Shares pursuant to Rule 13d-3 under the Act as a
result of their right to terminate the discretionary account within a period
of 60 days.
The following table details the purchases by each of Omega Capital
Partners, L.P., Omega Institutional Partners, L.P., Omega Overseas Partners,
Ltd., and the Managed Account in shares of Common Stock within the 60 day
period prior to this filing.
Omega Capital Partners, L.P.
----------------------------
Date of Amount of Aggregate Price Price Per
Transaction Shares (Incl. Commission) Share
- ----------- --------- ------------------ ---------
01/28/94 13,500 $ 230,310 $17.06
01/31/94 22,600 388,381 17.19
02/02/94 15,500 266,368 17.19
02/04/94 15,300 260,062 17.00
02/07/94 77,300 1,299,398 16.81
02/08/94 52,000 861,120 16.56
02/14/94 6,500 108,220 16.65
02/15/94 6,800 112,481 16.54
02/16/94 15,700 253,842 16.17
02/17/94 17,400 272,919 15.69
Omega Institutional Partners, L.P.
----------------------------------
Date of Amount of Aggregate Price Price Per
Transaction Shares (Incl. Commission) Share
- ----------- --------- ------------------ ---------
01/28/94 14,600 $ 249,076 $17.06
01/31/94 24,300 417,596 17.19
02/02/94 16,800 288,708 17.19
02/04/94 16,000 271,960 17.00
02/07/94 80,300 1,349,827 16.81
02/08/94 54,300 899,208 16.56
02/14/94 6,700 111,550 16.65
02/15/94 7,000 115,789 16.54
02/16/94 16,900 273,244 16.17
02/17/94 18,300 287,036 15.69
Omega Overseas Partners, Ltd.
-----------------------------
Date of Amount of Aggregate Price Price Per
Transaction Shares (Incl. Commission) Share
- ----------- --------- ------------------ ---------
01/28/94 11,100 $ 189,366 $17.06
01/31/94 18,500 317,923 17.19
02/02/94 12,700 218,250 17.19
02/04/94 15,200 258,287 17.00
<PAGE>7 Omega Overseas Partners, Ltd.
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(CONTINUED)
Date of Amount of Aggregate Price Price Per
Transaction Shares (Incl. Commission) Share
- ----------- --------- ------------------ ---------
02/07/94 70,700 1,188,453 16.81
02/08/94 47,500 786,600 16.56
02/14/94 5,800 96,566 16.65
02/15/94 6,100 100,902 16.54
02/16/94 14,700 237,674 16.17
02/17/94 15,700 246,255 15.69
The Managed Account
-------------------
Date of Amount of Aggregate Price Price Per
Transaction Shares (Incl. Commission) Share
- ----------- --------- ------------------ ---------
01/28/94 4,300 $ 73,358 $17.06
01/31/94 7,200 123,732 17.19
02/02/94 5,000 85,925 17.19
02/04/94 9,000 152,721 17.00
02/07/94 23,800 400,073 16.81
02/08/94 16,200 268,272 16.56
02/09/94 3,800 63,403 16.69
02/11/94 5,000 83,425 16.69
02/14/94 2,000 33,299 16.65
02/15/94 10,000 165,422 16.54
02/16/94 29,200 472,289 16.17
02/17/94 6,800 106,658 15.69
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 hereof or between such persons and any other person with respect to
any securities of the Company, including but not limited to transfer or
voting of any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
<PAGE>8
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
Dated: February 24, 1994
/s/ LEON G. COOPERMAN
-------------------------------
LEON G. COOPERMAN, individually
and as managing partner of Omega
Capital Partners, L.P., Omega
Institutional Partners, L.P., and
President of Omega Advisors, Inc.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
