BRYN MAWR BANK CORP
8-K, 1999-03-08
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K


                                CURRENT REPORT
                        Pursuant to Section 13 or 15(d)
                                    of the 
                        Securities Exchange Act of 1934


                       Date of Report (date of earliest
                         event reported) March 3, 1999


                          Bryn Mawr Bank Corporation
                          --------------------------
            (Exact Name of Registrant as specified in its charter)


      Pennsylvania                       0-15261             23-2434506
- ----------------------------          ------------        ----------------
(State or other jurisdiction          (Commission         (I.R.S. Employer
of incorporation)                     File Number)        Identification No.)


                   801 Lancaster Avenue, Bryn Mawr, PA 19010
- --------------------------------------------------------------------------


Registrant's telephone number, including area code:  610-525-2300
                                                     ------------


                                     None
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 5.   Other Matters
          -------------

     On March 3, 1999, the Registrant issued a press release announcing the
initiation of a program to repurchase its common stock. The program provides for
the repurchase of up to Six Million Five Hundred Thousand Dollars ($6,500,000)
in the aggregate of the Registrant's common stock but not more than five percent
(5%) of its outstanding shares as of February 28, 1999.

     The foregoing is a summary of the press release which is attached as 
Exhibit A to this report and is incorporated herein by reference. The foregoing 
description does not purport to be complete and is qualified in its entirety by 
reference to Exhibit A.

SIGNATURE

     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.


                                   BRYN MAWR BANK CORPORATION 



                                   By: /s/ Robert L. Stevens
                                      --------------------------
                                           Robert L. Stevens
                                      Chairman and Chief Executive Officer



Date: March 3, 1999

<PAGE>
 

                                                                           (EX)A

                                    [LOGO]
 
                          Bryn Mawr Bank Corporation
                             801 Lancaster Avenue
                      Bryn Mawr, Pennsylvania 19010-3396
                                (610) 526-2300


FOR RELEASE                                                IMMEDIATELY


FOR MORE INFORMATION CONTACT:                       Robert L. Stevens, Chairman
                                                                610-526-2300 or
                                                        610-296-5539 (evening):
                                                      Joseph W. Rebi, Treasurer 
                                         610-526-2466 or 610-828-7798 (evening)


BRYN MAWR BANK CORPORATION AUTHORIZES CONTINUATION OF STOCK REPURCHASE PROGRAM


BRYN MAWR, PA, March 3, 1999-- The Board of Directors of Bryn Mawr Bank
Corporation (NASDAQ: BMTC) has authorized the continuation of the stock
repurchase program, initiated in March of 1997 and due to expire on March 31,
1999. Under the continued program, the Corporation's management is authorized to
repurchase up to $6,500,000, in aggregate, of the Corporation's common stock,
but not more than 5% of the outstanding common stock as of February 28, 1999.
The stock repurchase program is scheduled to run from March 1, 1999 to March 31,
2000, but can be discontinued at any time.

According to Robert L. Stevens, Corporation chairman, "The Board of Directors 
approved the continuation of the stock repurchase program, because it benefits 
the Corporation and its shareholders by reducing the dilution caused by the 
implementation of the Corporation's stock option plans."

Stevens continued, "The Corporation repurchased a total of 164,800 shares during
the two-year period ending February 28, 1999 at a total cost of $3,829,512.50.
This more than offset the dilutive effect of stock options exercised during this
period. Cash will continue to be used to fund the program."

As of December 31, 1998, the Corporation had assets of $392 million and 
4,303,818 shares of common stock outstanding and is headquartered in Bryn Mawr, 
PA, along with its principal subsidiary, The Bryn Mawr Trust Company.

                                     ####

                                   Exhibit A




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