<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1996
Registration Statement No. ________
Registration Statement No. 33-48453
Registration Statement No. 33-29316
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
AND
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SANDY SPRING BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1532952
(State or Other Jurisdiction of (IRS Employer I.D. Number)
Incorporation or Organization)
17801 Georgia, Avenue, Olney, Maryland 20832
(Address of Principal Executive Offices) (Zip Code)
SANDY SPRING BANCORP
CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
(Full Title of Plan)
Hunter R. Hollar
SANDY SPRING BANCORP, INC.
17801 Georgia, Avenue
Olney, Maryland 20832
(301) 774-6400
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
James I. Lundy, III, Esquire
Noel M. Gruber, Esquire
Kennedy & Baris, L.L.P.
Suite 300
4719 Hampden Lane
Bethesda, Maryland 20814
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities Amount Maximum Offering Maximum Amount of
to be Registered /(1)/ to be Registered Price per Share/(2)/ Aggregate Registration Fee /(3)/
Offering Price
Common Stock,
$1.00 par value 60,000 $32.50 $1,950,000.00 $591.00
</TABLE>
1
<PAGE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests available pursuant to the Sandy Spring Bancorp Cash and Deferred
Profit Sharing Plan and Trust described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the consolidated
reporting system as of December 12, 1996.
(3) Represents the filing fee computed on the basis of the offering price of
additional securities to be offered under the Sandy Spring Bancorp Cash and
Deferred Profit Sharing Plan and Trust registered pursuant to this registration
statement in accordance with Rule 457(c) and (h) under the Securities Act of
1933, as amended.
- --------------------------------------------------------------------------------
2
<PAGE>
FORM S-8 AND POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8 REGISTRATION STATEMENT
SANDY SPRING BANCORP CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
INTRODUCTORY STATEMENT
This registration statement is filed for the purpose of registering 60,000
additional shares of common stock, $1.00 par value per share, ("Common Stock")
of Sandy Spring Bancorp, Inc. (the "Company") pursuant to the Sandy Spring
Bancorp Cash and Deferred Profit Sharing Plan and Trust (the "Plan") along with
an indeterminate amount of interests under the Plan. Registration Statements No.
33-29316 and No. 33-48453 have become effective with respect to the Plan. The
contents of such registration statements are incorporated herein by reference
pursuant to General Instruction E to Form S-8. This Registration Statement also
constitutes Post Effective Amendment No. 2 to such registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with Securities and Exchange Commission
are hereby incorporated by reference herein:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The Company's Current Reports on Form 8-K dated April 16, 1996 and
September 13, 1996; and
(4) The description of the Company's Common Stock contained in the
Company's Notice of Annual Meeting and Proxy Statement dated
March 24, 1992 and Current Report on Form 8-K, dated May 13, 1992.
(5) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1995; and
(6) All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual reports
referred to in (1) and (5) above, respectively.
All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof, and prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby shall have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Omitted pursuant to General Instruction E to Form S-8.
Item 5. Interests of Named Experts and Counsel.
3
<PAGE>
Omitted pursuant to General Instruction E to Form S-8.
Item 6. Indemnification of Directors and Officers.
Omitted pursuant to General Instruction E to Form S-8.
Item 7. Exemption From Registration Claimed.
Omitted pursuant to General Instruction E to Form S-8.
Item 8. Exhibits.
Please see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
Omitted pursuant to General Instruction E to Form S-8.
4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Olney, State of Maryland
on December 12, 1996.
By: /s/ Hunter R. Hollar
--------------------------------------------
Hunter R. Hollar, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Andrew N. Adams, Jr.* Director December 12, 1996
- ---------------------------------------
Andrew N. Adams, Jr.
/s/ John Chirtea * Director December 12, 1996
- ---------------------------------------
John Chirtea
/s/ Willard H. Derrick * Chairman of the December 12, 1996
- --------------------------------------- Board of Directors
Willard H. Derrick
/s/ Susan D. Goff * Director December 12, 1996
- ---------------------------------------
Susan D. Goff
/s/ Solomon Graham, Jr. * Director December 12, 1996
- ---------------------------------------
Solomon Graham, Jr.
/s/ Joyce R. Hawkins * Director December 12, 1996
- ---------------------------------------
Joyce R. Hawkins
/s/ Thomas O. Keech * Director December 12, 1996
- ---------------------------------------
Thomas O. Keech
/s/ Charles F. Mess * Director December 12, 1996
- --------------------------------------
Charles F. Mess
/s/ Robert L. Mitchell * Director December 12, 1996
- --------------------------------------
Robert L. Mitchell
</TABLE>
5
<PAGE>
Director
- --------------------------------------
Robert L. Orndorff, Jr.
/s/ Lewis R. Schumann * Director December 12, 1996
- --------------------------------------
Lewis R. Schumann
/s/ W. Drew Stabler * Director December 12, 1996
- --------------------------------------
W. Drew Stabler
/s/ James H. Langmead Vice President, December 12, 1996
- -------------------------------------- Treasurer and
James H. Langmead Principal Financial
and Accounting
Officer
*By: /s/ Hunter R. Hollar
----------------------------------------
Hunter R. Hollar, Attorney in Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Olney,
State of Maryland on December 12, 1996.
SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST
By: /s/ Janice L. Biennas
---------------------------------------------
Janice L. Biennas
Vice President and Trust Officer
Sandy Spring National Bank of Maryland, Trustee
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Incorporated by
Exhibit No. Description Reference to:
- ----------- ----------- -----------------------
<S> <C> <C>
4.1 Sandy Spring Bancorp Cash Exhibit 4.3 of
and Deferred Profit Registration Statement
Sharing Plan and Trust, on Form S-8,
as Amended and Restated, Registration No.
Effective January 1, 1987 33-29316
4.2 First Amendment to Sandy
Spring Bancorp Cash and
Deferred Profit Sharing
Plan and Trust as Amended
and Restated, including
First Amendment to the
Adoption Agreement to the
Sandy Spring Bancorp Cash
and Deferred Profit
Sharing Plan and Trust
4.3 Second Amendment to the
Adoption Agreement to
Sandy Spring Bancorp Cash
and Deferred Profit
Sharing Plan and Trust
4.4 Article B: Appendix to
Basic Plan Document to
comply with Omnibus
Budget Reconciliation Act
of 1993
4.5 Third Amendment to the
Adoption Agreement to
Sandy Spring Bancorp Cash
and Deferred Profit
Sharing Plan and Trust
5 Opinion of Kennedy &
Baris, L.L.P.
23.1 Consent of Independent
Auditors
23.2 Consent of Kennedy & Exhibit 5 to this
Baris, L.L.P. Registration Statement
24 Power of Attorney
99.1 Letter of Determination
from the Internal Revenue
Service Dated December 6,
1995
</TABLE>
7
<PAGE>
EXHIBIT 4.2
8
<PAGE>
FIRST AMENDMENT TO
SANDY SPRING BANCORP
CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
AS AMENDED AND RESTATED
This FIRST AMENDMENT, made and executed at Olney, Maryland on the 6th day of
October, 1993, but to be effective as of January 1, 1987, by and between SANDY
SPRING BANCORP, a corporation organized and existing under the laws of the state
of Maryland (hereinafter referred to as "Employer"), and SANDY SPRING NATIONAL
BANK OF MARYLAND (hereinafter referred to as "Trustee").
WITNESSETH:
WHEREAS, the Employer established the "Sandy Spring Bancorp Cash and Deferred
Profit Sharing Plan and Trust" (hereinafter referred to as the "Plan") which
became effective January 1, 1982; and
WHEREAS, said Plan has been amended periodically to conform to legislation and
other administrative matters; and
WHEREAS, it is now desired to further amend said Plan;
NOW, THEREFORE, the parties hereto agree as follows:
1. Adoption Agreement Section 6.02, Method of Payment of Accrued Benefit,
shall be amended by revoking the election made at Section 6.02(a) and
substituting the following new election under Section 6.02(e):
"[x] (e) If the Plan invests in qualifying Employer securities, as
described in Section 10.03(F), a Participant eligible to elect
distribution under Section 6.03 may elect to receive that
distribution in Employer securities only in accordance with the
provisions of the addendum to this Adoption Agreement, numbered
6.02(e)."
2. Addendum to Adoption Agreement Section 6.02(e) shall be added as provided
in the attachment to this Amendment.
All other provisions of said Plan shall remain in full force and effect.
9
<PAGE>
IN WITNESS WHEREOF, the Employer and the Trustee have executed this First
Amendment on the day and year first above written.
SANDY SPRING BANCORP
/s/ Mitzi Roca By: /s/ Marjorie S. Cook
- ----------------------------------------- -----------------------------
Witness
SANDY SPRING NATIONAL BANK
OF MARYLAND
/s/ Mitzi Roca By: /s/ Bruce J. Brevins
- ----------------------------------------- ------------------------------
Witness
10
<PAGE>
EXHIBIT 4.3
11
<PAGE>
SECOND AMENDMENT TO
THE ADOPTION AGREEMENT TO
SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST
This SECOND AMENDMENT, made and executed at Olney, Maryland on the 18th day of
October, 1993, but to be effective as of January 1, 1994, by and between SANDY
SPRING BANCORP, a corporation organized and existing under the laws of the state
of Maryland (hereinafter referred to as "Employer"), and SANDY SPRING NATIONAL
BANK OF MARYLAND (hereinafter referred to as "Trustee").
WITNESSETH:
WHEREAS, the Employer established a Profit Sharing Plan and Trust effective
January 1, 1982, known as the Sandy Spring National Bank and Savings Institution
Cash and Deferred Profit Sharing Plan and Trust (hereinafter referred to as the
"Plan") in recognition of the contribution made to its successful operation by
its employees and for the exclusive benefit of its eligible employees; and
WHEREAS, under the terms of the Plan, the Employer has the ability to amend the
Plan, provided the Trustee joins in such amendment if the provisions of the Plan
affecting the Trustee are amended; and
WHEREAS, it is now desired to amend said Plan in certain respects.
NOW, THEREFORE, the Employer and the Trustee do hereby amend the Plan as
follows:
1. Adoption Amendment Section 1.29, Service for Predecessor Employer, shall be
amended to read as follows:
"1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
-------------------------------------
predecessor service the Plan must credit by reason of Section 1.29 of the
Plan, the Plan credits Service with the following predecessor employer(s):
First Montgomery Bank. Service with the designated predecessor employer(s)
---------------------
applies: (Choose at least one of (a) or (b); (c) is available only in
addition to (a) or (b)).
<TABLE>
<CAPTION>
<S> <C>
[ ] (a) For purposes of participation under Article II.
[x] (b) For purposes of vesting under Article V.
[ ] (c) Except the following Service:_________________________."
</TABLE>
12
<PAGE>
2. Adoption Agreement Section 2.01(f), Plan Entry Date, shall be amended to
read as follows:
"[x] (f) (Specify entry dates) The first day of the month next following
-----------------------------------------
the date the Employee meets the eligibility requirements. Employees
--------------------------------------------------------------------
employed by First Montgomery Bank as of the date of acquisition by
------------------------------------------------------------------
Sandy Spring Bancorp shall enter the Plan on January 1, 1994."
--------------------------------------------------------------
All other provisions of said Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer and the Trustee have executed this Second
Amendment on the day and year first above written.
SANDY SPRING BANCORP
By: /s/ Thomas O. Keech, Vice Pres. & Treas.
_________________________ ---------------------------------------------
Witness
SANDY SPRING NATIONAL BANK
OF MARYLAND
By: /s/ James R. Farmer
__________________________ ---------------------------------------------
Witness
13
<PAGE>
EXHIBIT 4.4
14
<PAGE>
ARTICLE B
APPENDIX TO BASIC PLAN DOCUMENT
This Article is necessary to comply with the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93) and is an integral part of the basic plan
document. Section 12.08 applies to any modifications or amendment of this
Article.
In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan years
beginning on or after January 1, 1994, the annual compensation of each employee
taken into account under the plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment if effect for a calendar year applies to any period, not exceeding
12 months, over which compensation is determined (determination period)
beginning in such calendar year. If a determination period consists of fewer
than 12 months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.
For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision.
If compensation for any prior determination period is taken into account
in determining an employee's benefits accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.
15
<PAGE>
EXHIBIT 4.5
16
<PAGE>
THIRD AMENDMENT TO
THE ADOPTION AGREEMENT TO
SANDY SPRING BANCORP CASH AND DEFERRED
PROFIT SHARING PLAN AND TRUST
This THIRD AMENDMENT, made and executed at Olney, Maryland on the 14th day of
November, 1995, by and between SANDY SPRING BANCORP, a corporation organized and
existing under the laws of the state of Maryland (hereinafter referred to as
"Employer"), and SANDY SPRING NATIONAL BANK OF MARYLAND (hereinafter referred to
as "Trustee").
WITNESSETH:
WHEREAS, the Employer established a Profit Sharing Plan and Trust effective
January 1, 1982, known as the Sandy Spring National Bank and Savings Institution
Cash and Deferred Profit Sharing Plan and Trust (hereinafter referred to as the
"Plan") in recognition of the contribution made to its successful operation by
its employees and for the exclusive benefit of its eligible employees; and
WHEREAS, under the terms of the Plan, the Employer has the ability to amend the
Plan, provided the Trustee joins in such amendment if the provisions of the Plan
affecting the Trustee are amended; and
WHEREAS, it is now desired to amend said Plan in certain respects.
NOW, THEREFORE, the Employer and the Trustee do hereby amend the Plan as
follows:
1. Effective July 1, 1995, Adoption Agreement Section 2.01(b), Eligibility -
Service requirement, shall be amended to read as follows:
"[x] (b) Service requirement. (Choose one of (1) through (3))
[ ] (1) One Year of Service.
[x] (2) 3 months (90 days) following the Employee's Employment
Commencement Date.
[ ] (3) One Hour of Service."
2. Effective July 1, 1995, Adoption Agreement Section 2.01(f), Plan Entry
Date, shall be amended to read as follows:
"[x] (f) (Specify entry dates) The pay period next following the date the
------------------------------------------
Employee meets the eligibility requirements."
---------------------------------------------
17
<PAGE>
3. Effective July 1, 1995, Adoption Agreement Section 3.01(k)(1), Salary
Reduction Agreements-Limitation on amount, shall be amended as follows:
"[ ] (i) No maximum limitation other than as provided in the Plan.
[x] (ii) May not exceed 15% of Compensation for the Plan Year, subject to
--
the annual additions limitation described in Part 2 of Article III and
the 402(g) limitation described in Section 14.07 of the Plan.
[ ] (iii) Based on percentages of Compensation must equal at least
______________."
4. Effective January 1, 1993, Adoption Agreement Section 6.03(g), Participant
Elections Prior to Separation from Service - Regular Matching Contributions
Account and Employer Contributions Account - Hardship, shall be amended as
follows:
"[ ] (1) Under Section 6.01(A)(4) of the Plan.
[ ] (2) Under Section 14.11 of the Plan.
[x] (3) Provided in the addendum to this Adoption Agreement, numbered
Section 6.03.
[ ] (4) In no event may a Participant receive a hardship distribution
before he is at least ___% vested in these Accounts. [Note: If the
percentage in the blank is less than 100%, see the special vesting
formula in Section 5.03.]"
All other provisions of said Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer and the Trustee have executed this Third
Amendment on the day and year first above written.
SANDY SPRING BANCORP
/s/ Mitzi Roca By: /s/ Thomas O. Keech
- ----------------------------------------- ----------------------------
Witness
SANDY SPRING NATIONAL BANK
OF MARYLAND
/s/ Mitzi Roca By: /s/ James R. Farmer
- ----------------------------------------- -----------------------------
Witness
18
<PAGE>
Addendum to Adoption Agreement Section 6.03(g)(3)
A Participant may elect a hardship distribution prior to his Separation from
Service in accordance with the hardship distribution policy under Section
6.01(A)(4) of the Plan. A hardship distribution shall be limited to 75% of a
Participant's vested account balance.
19
<PAGE>
EXHIBIT 5
20
<PAGE>
KENNEDY & BARIS, L.L.P.
ATTORNEYS AT LAW
TEXAS OFFICE: SEVENTH FLOOR MARYLAND OFFICE:
SUITE 1775 1225 NINETEENTH STREET, NW SUITE 300
112 EAST PECAN STREET WASHINGTON, DC 20036 4719 HAMPDEN LANE
SAN ANTONIO, TX 78205 (202) 835-0313 BETHESDA, MD 20814
(210) 228-9500 FAX: (202) 835-0319 (301) 654-6040
FAX: (210) 228-0781 FAX: (301) 654-1733
December 12, 1996
Board of Directors
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
Gentlemen:
As special legal counsel to Sandy Spring Bancorp, Inc. (the "Company"),
we have participated in the preparation of the Company's Registration Statement
on Form S-8 and Post Effective Amendment No. 2 to Form S-8 to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to the issuance of shares (the "Shares") of the Company's
Common Stock pursuant to the Sandy Spring Bancorp Cash and Deferred Profit
Sharing Plan and Trust (the "Plan").
As special legal counsel to the Company, we have examined such corporate
records, certificates and other documents of the Company, and made such
examinations of law and other inquiries of such officers of the Company, as we
have deemed necessary or appropriate for purposes of this opinion. Based upon
such examinations we are of the opinion that the Shares, when issued in
accordance with the provisions of the Plan, will be duly authorized, validly
issued, fully paid and non-assessable shares of the Common Stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 filed by the Company and to the reference to
our firm contained therein.
Very truly yours,
/s/ Kennedy & Baris, L.L.P.
21
<PAGE>
EXHIBIT 23.1
22
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Sandy Spring Bancorp, Inc. (the "Company") and in
Registration Statements No. 33-29316 and 33-48453 on Form S-8, of our report
dated February 8, 1996, which appears on page 43 of the Annual Report to
Shareholders of the Company for the year ended December 31, 1995, and of our
report dated May 10, 1996, which appears on page 1 of the Report on Audits of
Financial Statements for the Years ended December 31, 1995 and 1994 of the Sandy
Spring Bancorp Cash and Deferred Profit Sharing Plan and Trust (the "Plan")
(incorporated as Exhibit (a) 1 in the Plan's Annual Report on Form 11-K for the
Year ended December 31, 1995).
/s/ Stegman & Company
Towson, Maryland
December 12, 1996
23
<PAGE>
EXHIBIT 24
24
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Marjorie S. Cook and Hunter R. Hollar, and each
of them, our true and lawful attorneys and agents, to do any and all things in
our names in the capacities indicated below which said person and/or persons may
deem necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the registration
statement on Form S-8 relating to the offering of the registrant's Common Stock,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said person and/or persons shall do or
cause to be done by virtue thereof.
/s/ Andrew N. Adams, Jr. Director August 28, 1996
-------------------------
Andrew N. Adams, Jr.
/s/ John Chirtea Director August 28, 1996
-------------------------
John Chirtea
/s/ Willard H. Derrick Chairman of the August 28, 1996
------------------------- Board of Directors
Willard H. Derrick
/s/ Susan D. Goff Director August 28, 1996
-------------------------
Susan D. Goff
/s/ Solomon Graham, Jr. Director August 28, 1996
-------------------------
Solomon Graham, Jr.
/s/ Joyce R. Hawkins Director August 28, 1996
-------------------------
Joyce R. Hawkins
/s/ Hunter R. Hollar President, Chief August 28, 1996
------------------------- Executive Officer
Hunter R. Hollar and Director
/s/ Thomas O. Keech Director August 28, 1996
-------------------------
Thomas O. Keech
/s/ Charles F. Mess Director August 28, 1996
-------------------------
Charles F. Mess
/s/ Robert L. Mitchell Director August 28, 1996
-------------------------
Robert L. Mitchell
Director
-------------------------
Robert L. Orndorff, Jr.
25
<PAGE>
/s/ Lewis R. Schumann Director August 28, 1996
-------------------------
Lewis R. Schumann
/s/ W. Drew Stabler Director August 28, 1996
---------------------
W. Drew Stabler
/s/ James H. Langmead Vice President, August 28, 1996
----------------------- Treasurer and
James H. Langmead Principal Financial
and Accounting Officer
26
<PAGE>
EXHIBIT 99.1
27
<PAGE>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
Date: DEC 06 1995 52-1532952
File Folder Number:
SANDY SPRING BANCORP 521047658
17801 GEORGIA AVENUE Person to Contact:
OLNEY, MD 20832 EP/ED CUSTOMER SERVICE UNIT
Contact Telephone Number:
(410) 962-6058
Plan Name:
SANDY SPRING BANCORP CASH AND
DEFERRED PROFIT SHARING PLAN
TRUST
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above, based
on the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue
Code. It is not a determination regarding the effect of other federal or local
statutes.
This determination letter is applicable for the amendment(s) adopted on
September 1, 1992.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
-2-
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements of
section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last paragraph of
Publication 794 under the caption "Limitation of a Favorable Determination
Letter".
This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by the Uruguay Round Agreements Act,
Pub. L., 103-465.
28
<PAGE>
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
WE have sent a copy of this letter to your representative as indicated in the
power of attorney.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
District Director
Enclosure(s)
Publication 794
Addendum
Letter 835 (DO/CG)
29
<PAGE>
-3-
SANDY SPRING BANCORP
This includes the Plan Amendments adopted on October 6, 1993 and October 18,
1993.
Letter 835 (DO/CG)
30
