UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
Columbia Bancorp
(Name of Issuer)
Common Stock (par value $0.01 per share)
(Title of Class of Securities)
197227101
(CUSIP Number)
John A. Scaldara, Jr.
Columbia Bancorp
10480 Little Patuxent Parkway
Columbia, Maryland 21044
(410) 465-4800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 10, 1999
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
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- --------------------------------------------------------------------------------
CUSIP Number: 197227101
(1) NAME OF REPORTING PERSON: John M. Bond, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only):
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------- ----------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES 116,185
----------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 112,367
----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 116,185
----------------------------------------------------
PERSON (10) SHARED DISPOSITIVE POWER
WITH 112,367
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,552
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
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Page 2 of 6 pages
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Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the statement on Schedule 13D
dated May 1997 (the "Statement") relating to the common stock, par value $0.01
per share ("Common Stock"), of Columbia Bancorp, a Maryland corporation (the
"Issuer"), which has its principal executive offices at 10480 Little Patuxent
Parkway, Columbia, Maryland 21044.
Item 2. Identity and Background.
(a) This Statement is being filed by John M. Bond, Jr.
(b) The business address of Mr. Bond is Columbia Bancorp, 10480 Little
Patuxent Parkway, Columbia, Maryland 21044.
(c) Mr. Bond serves as President, Chief Executive Officer and Treasurer of
the Issuer and The Columbia Bank, a wholly-owned subsidiary of the Issuer (the
"Bank"), at the address stated above in Item 2(b).
(d) During the last five years, Mr. Bond has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years, Mr. Bond has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Bond is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Bond has expended approximately $892,000 of his personal funds to
purchase shares of Common Stock of the Issuer and has received securities of the
Issuer as long term compensation for his service as President, Chief Executive
Officer and Treasurer of the Issuer and the Bank. Mr. Bond is deemed beneficial
owner of 48,192 shares of Common Stock of the Issuer as a result of his
appointment as co-trustee and designation as a remainder beneficiary of a trust.
He also may be deemed a beneficial owner of 64,175 shares of Common Stock of the
Issuer held for the account of participants other than himself in the Issuer's
401(k) Plan and Trust; beneficial ownership of such shares is expressly
disclaimed by Mr. Bond.
Page 3 of 6 pages
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Item 4. Purpose of Transaction.
Mr. Bond has acquired the securities of the Issuer for investment purposes.
Mr. Bond does not anticipate influencing any control over the Issuer as a result
of his investment in securities of the Issuer. Any additional purchases of
securities of the Issuer would be for the purpose of increasing Mr. Bond's
investment in the Issuer.
Except as set forth above, Mr. Bond does not have, as of the date hereof,
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board of directors; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) any changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions that may impede
the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of securities of
the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (j) any action similar to any of those enumerated above.
Notwithstanding anything to the contrary contained herein, Mr. Bond reserves the
right to change his present intentions with respect to the matters described in
this paragraph.
Item 5. Interest in Securities of the Issuer.
According to information received from the Issuer, as of the date hereof,
approximately 4,537,420 shares of Common Stock of the Issuer are issued and
outstanding (the "Outstanding Shares"). Mr. Bond has the sole power to vote and
dispose of 116,385 shares of Common Stock of the Issuer and has shared power to
vote and dispose of 112,367 shares of Common Stock of the Issuer. For purposes
of Rule 13d-3 under the Exchange Act, Mr. Bond may be deemed to own beneficially
approximately 5.0% of the Outstanding Shares.
For the period sixty days prior to February 10, 1999 and through the
signature date, three transactions in the Common Stock were effected. On
December 28, 1998, Mr. Bond effected the exercise of 418 nonqualified stock
options at $4.55/share held by the John M. Bond, Sr. Trust for which Mr. Bond is
a co-trustee and remainder beneficiary. On February 1, 1999, Mr. Bond purchased
200 shares at $16.25/share, of which 100 shares were immediately gifted to his
son and no further beneficial ownership is held by Mr. Bond in these shares; Mr.
Bond is the beneficial owner of the remaining 100 shares. Lastly, on April 27,
1999, Mr. Bond effected the exercise of 726 nonqualified stock options at
$6.82/share held by the John M. Bond, Sr. Trust for which Mr. Bond is a
co-trustee and remainder beneficiary.
Page 4 of 6 pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth herein, there are presently no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Bond and any
other person, with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
None.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: July 6, 1999
/s/ John M. Bond, Jr.
-----------------------------------------
John M. Bond, Jr.
Page 6 of 6 pages
