<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): July 21, 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 July 21, 1999, Sandy Spring National Bank of Maryland (the "Bank"), a
subsidiary of Sandy Spring Bancorp, Inc. ("Bancorp") entered into a purchase and
assumption agreement with Mellon Bank (MD) National Association,("Mellon") that
calls for the Bank to acquire certain banking operations of seven Mellon
branches. The branches are located in Montgomery and Anne Arundel counties,
Maryland, and Northern Virginia. The acquisition, subject to regulatory
approval, is expected to be completed by the end of the third quarter. Mellon is
a subsidiary of Mellon Bank Corporation.
In this transaction, the Bank expects to acquire approximately $235 million
in deposits, $35 million in loans and $1.5 million in furniture, equipment and
other fixed assets, to assume certain lease obligations, and to record an
intangible asset of approximately $ 19 million. The Bank currently has
twenty-three banking offices in Montgomery, Howard, Prince George's and Anne
Arundel Counties in Maryland.
At June 30, 1999, Bancorp had consolidated assets of approximately $1.3
billion. Bancorp expects that the transaction will not materially affect 1999
earnings per share, and will increase earnings per share in 2000 and later
years.
Item 7. Financial Statements and Exhibits.
- -----------------------------------------
(a) Exhibit 99 - Press Release dated July 21, 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 : July 22, 1999
<PAGE>
EXHIBIT 99
SANDY SPRING
BANCORP
SANDY SPRING NATIONAL BANK
of Maryland
NASDAQ NATIONAL MARKET-SASR
Web Page-www.ssnb.com
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
SANDY SPRING NATIONAL BANK TO ACQUIRE LOCAL MELLON OFFICES
July 21, 1999, Olney, Maryland . . . . Sandy Spring National Bank of
Maryland, a subsidiary of Sandy Spring Bancorp, Inc. (NASDAQ National
Market--SASR), today announced that it has reached agreement to purchase seven
retail offices from Mellon Bank Corporation, along with approximately $235
million in deposits and a portfolio of consumer and small business loans. The
branches are located in Montgomery and Anne Arundel counties, Maryland, and
Northern Virginia. The acquisition, subject to regulatory approval, is expected
to be completed by the end of the third quarter.
Sandy Spring National Bank intends to offer a full range of consumer,
business, and trust and investment services at these new locations. Five of the
new offices are in Montgomery County, one is in Annapolis, and one is in Tysons
Corner, Virginia.
Hunter R. Hollar, President and Chief Executive Officer of Sandy Spring
Bancorp, stated, "We are delighted to have the opportunity to serve new
consumers and businesses in our markets and to provide additional convenient
locations. We view this as a natural addition to our existing offices."
"Sandy Spring has the resources and commitment to provide a continuity of
high quality service to the customers of these offices," said Christopher "Kip"
Condron, Mellon Bank Corporation President and Chief Operating Officer. "We will
work together to ensure a smooth and seamless integration. Mellon will continue
to offer other key lines of business in these markets."
Sandy Spring Bancorp is the bank holding company for Sandy Spring National
Bank of Maryland, which currently has twenty-three banking offices in
Montgomery, Howard, Prince George's and Anne Arundel Counties in Maryland. At
June 30, 1999, Sandy Spring Bancorp had consolidated assets of approximately
$1.3 billion. The Company recently reported a 14% increase in net income and
assets for the 2nd quarter of 1999 over 1998.
<PAGE>
The Agreement calls for Sandy Spring to pay a 8.70% premium on deposits and
8.97% on loans acquired. In the acquisition, Sandy Spring National Bank expects
to acquire approximately $235 million in deposits, $35 million in loans and $1.5
million in furniture, equipment and other fixed assets, to assume certain lease
obligations, and to record an intangible asset of approximately $19 million.
Sandy Spring Bancorp expects that the transaction will not materially affect
1999 earnings per share, and will increase earnings per share in 2000 and later
years.
For additional information or questions please contact:
Hunter R. Hollar, President & Chief Executive Officer or
Sara E. Watkins, Senior Vice President
(301) 774-6400 or (410) 792-2450
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
# # # #
