SANDY SPRING BANCORP INC
8-K, 1999-04-07
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                      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

Date of Report (Date of earliest event reported):  April 5, 1999
                                                   -------------


                          Sandy Spring Bancorp, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


              Maryland                   0-19065                52-1532952
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission file           (IRS Employer
of incorporation)                        number)          Identification Number)


17801 Georgia Avenue, Olney, Maryland  20832
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)     (Zip Code)


Registrant's telephone number, including area code:  (301) 774-6400
                                                     --------------
<PAGE>
 
Item 5. Other Events.
- --------------------

       On April 5, 1999, Sandy Spring Bancorp, Inc. ("Bancorp") announced that
its Board of Directors had authorized the repurchase of up to an additional 5%
of the 9,593,220 outstanding shares of Bancorp common stock, par value $1.00 per
share, in connection with shares expected to be issued pursuant to Bancorp's
dividend reinvestment, stock option, and employee benefit plans and for other
corporate purposes. The share repurchases would be made on the open market and
in privately negotiated transactions, from time to time until March 31, 2001, or
earlier termination of the program by the Board. Bancorp's previous repurchase
program expired on March 31, 1999. For additional information, see the Press
Release included as Exhibit 99.


Item 7. Financial Statements and Exhibits.
- -----------------------------------------

(a)    Exhibit 99 - Press Release dated April 5, 1999



                                  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.

                                                SANDY SPRING BANCORP, INC.



                                                By:    /s/ James H. Langmead
                                                      -------------------------
                                                      James H. Langmead,
                                                         Vice President and
                                                         Treasurer
Dated : April 6, 1999

<PAGE>
 
                                   EXHIBIT 99
<PAGE>
 
SANDY SPRING BANCORP                 PRESS
SANDY SPRING                        RELEASE
NATIONAL BANK
of Maryland
SINCE 1868

NASDAQ NATIONAL MARKET-SASR

                             FOR IMMEDIATE RELEASE



       SANDY SPRING BANCORP, INC. ANNOUNCES NEW SHARE REPURCHASE PROGRAM

         April 5, 1999, Olney, Maryland . . . . Sandy Spring Bancorp, Inc.
(NASDAQ National Market--SASR) today announced that its board of directors has
authorized the repurchase of up to an additional 5%, or approximately 480,000
shares, of its outstanding common stock, par value $1.00 per share, in
connection with shares expected to be issued under Bancorp's dividend
reinvestment, stock option, and employee benefit plans and for other corporate
purposes. The share repurchases are expected to be made primarily on the open
market from time to time until March 31, 2001, or earlier termination of the
repurchase program by the Board. Repurchases under the program will be made in
the discretion of management based upon market, business, legal, accounting and
other factors. Bancorp has purchased the equivalent of 428,472 shares of its
common stock under its previous share repurchase program, which expired on March
31, 1999.

         Hunter R. Hollar, President and Chief Executive Officer of Sandy Spring
Bancorp, stated that the company believes the share repurchase program is in the
best interests of Bancorp and its shareholders. Sandy Spring Bancorp's 9,593,220
outstanding shares of common stock trade on the Nasdaq National Market under the
symbol SASR, and closed at a price of $28.00 per share on April 1, 1999.

         Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring
National Bank of Maryland, which has 23 community banking offices in Montgomery,
Howard, Anne Arundel and Prince George's Counties in Maryland. As of March 31,
1999, Sandy Spring Bancorp had consolidated assets of approximately $1.3
billion.

For additional information or questions please contact:
Hunter R. Hollar,President and  Chief Executive Officer or
James H. Langmead, Vice President and Treasurer
Sandy Spring Bancorp
17801 Georgia Avenue
Olney, Maryland 20832
(301) 774-6400 or (410) 792-2450


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