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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Sandy Spring Bancorp, Inc. Sandy Spring Capital Trust I
(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its charter)
Maryland Delaware
(State of incorporation (State of incorporation
or organization) or organization)
52-1532952 Applied For
(IRS Employer Identification Number) (IRS Employer Identification Number)
17801 Georgia Avenue 17801 Georgia Avenue
Olney, Maryland 20832 Olney, Maryland 20832
(Address of principal executive (Address of principal executive
offices) offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.[_]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.[_]
Securities to be registered pursuant to Section 12(b) of the Act.
None
Securities to be registered pursuant to Section 12(g) of the Act.
_____% Cumulative Trust Preferred Securities of Sandy Spring Capital Trust I
and Guarantee thereof by Sandy Spring Bancorp, Inc.
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
For a full description of the % Cumulative Trust Preferred Securities (the
"Preferred Securities") issued by Sandy Spring Capital Trust I, a Delaware
statutory business trust (the "Trust") and the guarantee with respect to the
Preferred Securities by Sandy Spring Bancorp, Inc., a Maryland corporation (the
"Company"), both of which are being registered hereby, reference is made to the
information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description of
the Guarantee" in the Prospectus that forms part of the Registration Statement
(Registration Nos. 333-90413 and 333-90413-01) (the "Registration Statement")
filed by the Company and the Trust with the Securities and Exchange Commission
("SEC") on November 5, 1999 under the Securities Act of 1933, as amended (the
"Act"). The information contained in the Registration Statement and the
Prospectus, as such may be hereafter amended, is hereby incorporated herein by
reference. Definitive copies of the Prospectus describing the Preferred
Securities will be filed pursuant to Rule 430A or pursuant to an amendment to
the Registration Statement under the Act and shall be deemed to be incorporated
by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
Exhibit Number Description
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2.1 Certificate of Trust of Sandy Spring Capital Trust I. Incorporated
by reference to Exhibit 4.3 to the Registration Statement.
2.2 Form of Amended and Restated Declaration of Trust of Sandy Spring
Capital Trust I. Incorporated by reference to Exhibit 4.4 to the
Registration Statement.
2.3 Form of Preferred Security Certificate of Sandy Spring Capital
Trust I. Incorporated by reference to Exhibit 4.5 to the
Registration Statement (included as an exhibit to Exhibit 4.4 of
the Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement for Sandy Spring
Capital Trust I. Incorporated by reference to Exhibit 4.6 of the
Registration Statement.
2.5 Form of Indenture between Sandy Spring Bancorp, Inc. and The Bank
of New York, as Trustee. Incorporated by reference to Exhibit 4.1
to the Registration Statement.
2.7 Form of Subordinated Debenture. Incorporated by reference to
Exhibit 4.2 to the Registration Statement (included as an exhibit
to Exhibit 4.1 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrants have duly caused this Registration Statement to be signed
on their behalf by the undersigned, thereunto duly authorized.
Dated: November 8, 1999
SANDY SPRING BANCORP, INC.
By: /s/ Hunter R. Hollar
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Hunter R. Hollar, President
SANDY SPRING CAPITAL TRUST I
By: /s/ Hunter R. Hollar
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Hunter R. Hollar, Administrative Trustee
By: /s/ James H. Langmead
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James H. Langmead, Administrative Trustee
By: /s/ Lawrence T. Lewis
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Lawrence T. Lewis, Administrative Trustee
