<PAGE>
==============================================================================
As filed with the Securities and Exchange Commission on December 29, 1999
Securities Act Registration No. 333-91887
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COLUMBIA BANCORP
---------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Maryland 6022 52-1545782
- -----------------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (Primary Standard Industrial Classification (I.R.S. Employer Identification Number)
or organization) Code Number)
</TABLE>
10480 Little Patuxent Parkway, Columbia, Maryland 21044
(410) 465-4800
--------------------------------------------------------------
(Address, including ZIP Code, and telephone number, including
area code, of registrant's principal executive offices)
John M. Bond, Jr.
President and Chief Executive Officer
Columbia Bancorp
10480 Little Patuxent Parkway
Columbia, Maryland 21044
(410) 465-4800
------------------------------------------------------------
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
James J. Winn, Jr., Esquire Stephen C. Hosea, Esquire
Piper Marbury Rudnick & Wolfe LLP McNamee, Hosea, Jernigan & Kim, P.A.
36 South Charles Street 6411 Ivy Lane, Suite 200
Baltimore, Maryland 21201 Greenbelt, Maryland 20770
(410) 539-2530 (301) 441-2420
-1-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS
Item 21. Exhibits and Financial Statements.
2.1 Plan and Agreement to Merge, dated September 28, 1999, among Columbia
Bancorp and Suburban Bancshares, Inc., previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Form 8-K filed by Columbia Bancorp on October 4, 1999.
2.2 First Amendment to Plan and Agreement to Merge, dated November 24, 1999,
among Columbia Bancorp and Suburban Bancshares, Inc.*
3.1 Form of Restated Articles of Incorporation of Columbia Bancorp, restated
as of December 31, 1995, previously filed with the Commission as an
Exhibit to, and incorporated herein by reference from, the Annual Report
on Form 10-KSB for fiscal year ended December 31, 1995 (File No. 0-23402).
3.2 Form of Amended and Restated By-Laws of Columbia Bancorp, restated as of
September 27, 1999, previously filed with the Commission as an Exhibit to,
and incorporated herein by reference from, the Form 8-K filed by Columbia
Bancorp on October 4, 1999.
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP re: legality.**
8.1 Opinion of Piper Marbury Rudnick & Wolfe LLP re: tax matters.**
10.1 Form of the Company's 1987 Stock Option Plan, as amended April 17, 1990,
December 18, 1995, and February 24, 1997, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Company's Annual Report on Form 10-K for fiscal year ended December
31, 1996 (File No. 0-23402).
10.1a Amendment dated September 28, 1998 to the Company's 1987 Stock Option
Plan filed as Exhibit to and incorporated herein by reference from, the
Company's Annual Report on Form 10-K for fiscal year ended December 31,
1998 (File No. 0-23402).
10.2 Form of Incentive Stock Option Agreement for use under the 1987 Stock
Option Plan, as amended, previously filed with the Commission as an
Exhibit to, and incorporated herein by reference from, the Company's
Registration Statement on Form S-8 filed August 15, 1996 (Reg. No.
333-10231).
10.3 Form of Non-Qualified Stock Option Agreement for use under the 1987 Stock
Option Plan, as amended, previously filed with the Commission as an
Exhibit to, and incorporated herein by reference from, the Company's
Registration Statement on Form S-8 filed August 15, 1996 (Reg. No.
333-10231).
10.4 Form of the Company's 1990 Director Stock Option Plan, as amended July 29,
1996 and February 24, 1997, previously filed with the Commission as an
Exhibit to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-K for fiscal year ended December 31, 1996 (File
No. 0-23402).
10.5 Form of Employment Agreement dated February 26, 1996 with John M. Bond,
Jr., previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on Form
10-KSB for fiscal year ended December 31, 1995 (File No. 0-23402).
10.5a Amendment dated December 18, 1997 to the employment agreement dated
February 26, 1996 with John M. Bond, Jr., previously filed with the
Commission as an Exhibit to, and incorporated
<PAGE>
herein by reference from, the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1997 (File No. 0-23402).
10.6 Form of Employment Agreement dated February 26, 1996 with Michael T.
Galeone, previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on
Form 10-KSB for fiscal year ended December 31, 1995 (File No. 0-23402).
10.6a Amendment dated December 16, 1997 to the employment agreement dated
February 26, 1996 with Michael T. Galeone, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Company's Annual Report on Form 10-K for fiscal year ended December
31, 1997 (File No. 0-23402).
10.7 Form of Employment Agreement dated February 27, 1996 with Charles C.
Holman, previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on
Form 10-KSB for fiscal year ended December 31, 1995 (File No. 0-23402).
10.7a Amendment dated December 16, 1997 to the employment agreement dated
February 27, 1996 with Charles C. Holman, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Company's Annual Report on Form 10-K for fiscal year ended December
31, 1997 (File No. 0-23402).
10.8 Form of Employment Agreement dated February 26, 1996 with John A.
Scaldara, Jr., previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on
Form 10-KSB for fiscal year ended December 31, 1995 (File No. 0-23402).
10.8a Amendment dated December 16, 1997 to the employment agreement dated
February 26, 1996 with John A. Scaldara, Jr. previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Company's Annual Report on Form 10-KSB for fiscal year ended December
31, 1997 (File No. 0-23402).
10.9 Form of Employment Agreement dated February 26, 1999 with Robert W.
Locke, previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1998 (File No. 0-23402).
10.10 Deferred Compensation Plan dated September 27, 1996, as amended December
30, 1996, and February 24, 1997, including addendums thereto, previously
filed with the Commission as an Exhibit to, and incorporated herein by
reference from, the Company's Annual Report on Form 10-K for fiscal year
ended December 31, 1996 (File No. 0-23402).
10.11 Data Processing agreements by and between the Bank and M&I Data Services,
Inc., including addendums thereto, previously filed with the Commission
as an Exhibit to, and incorporated herein by reference from, the
Company's Annual Report on Form 10-K for fiscal year ended December 31,
1996 (File No. 0-23402).
10.12 Form of the Company's 1997 Stock Option Plan, previously filed with the
Commission as an Exhibit to, and incorporated herein by reference from,
the Company's Registration Statement on Form S-8 filed July 29, 1997
(Reg. No. 333-10231).
10.12a Amendment dated September 26, 1998 to the Company's 1997 Stock Option
Plan previously filed with the Commission as an Exhibit to, and
incorporated herein by reference from, the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1998 (File No. 0-23402).
10.13 Form of Board Chairman's Services Agreement with Winfield M. Kelly, Jr.*
10.14 Form of Employment Agreement with Stephen A. Horvath.*
10.15 Columbia Bancorp Stock Option Agreement with Suburban Bancshares, dated
September 28, 1999 (included as Appendix D to the proxy
statement/prospectus).*
-3-
<PAGE>
10.16 Suburban Bancshares Stock Option Agreement with Columbia Bancorp, dated
September 28, 1999 (included as Appendix E to the proxy
statement/prospectus).*
10.17 Columbia Bancorp Support Agreement with Suburban Bancshares (included as
Appendix B to the proxy statement/prospectus).*
10.18 Suburban Bancshares Support Agreement with Columbia Bancorp (included as
Appendix C to the proxy statement/prospectus).*
13.1 Form 10-K for Columbia Bancorp for the year ended December 31, 1998
(incorporated by reference to the Form 10-K filed by Columbia Bancorp on
March 30, 1999).
13.2 Form 10-Q for Columbia Bancorp for the quarter ended September 30, 1999
(incorporated by reference to the Form 10-Q filed by Columbia Bancorp on
November 15, 1999).
13.3 Form 10-K for Suburban Bancshares for the year ended December 31, 1998
(incorporated by reference to the Form 10-K filed by Suburban Bancshares
on March 24, 1999).
13.4 Form 10-K/A for Suburban Bancshares for the year ended December 31, 1998
(incorporated by reference to the Form 10-K/A filed by Suburban
Bancshares on April 27, 1999).
13.5 Form 10-Q for Suburban Bancshares for the quarter ended September 30,
1999 (incorporated by reference to the Form 10-Q filed by Suburban
Bancshares on November 5, 1999).
21.1 List of Subsidiaries of the Company, previously filed with the Commission
as an Exhibit to, and incorporated herein by reference from, the
Company's Annual Report on Form 10-K for fiscal year ended December 31,
1998 (File No. 0-23402).
23.1 Consent of Stegman & Company.*
23.2 Consent of KPMG LLP.*
23.3 Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibits 5.01
and 8.01 hereto).*
23.4 Consent of Austin Financial Services, Inc.*
23.5 Consent of Danielson Associates Inc.*
24.1 Powers of Attorney.*
99.1 Form of proxy card for Columbia Bancorp stockholders.**
99.2 Form of proxy card for Suburban Bancshares stockholders.**
99.3 Opinion of Austin Financial Services, Inc. (included as Appendix F to the
proxy statement/prospectus).*
99.4 Opinion of Danielson Associates Inc. (included as Appendix G to the proxy
statement/prospectus).*
________________________
* Previously filed.
** Filed herewith.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the city of Columbia, State of
Maryland, on December 29, 1999.
Columbia Bancorp
By: /s/ James R. Moxley, Jr.
---------------------------
James R. Moxley, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James R. Moxley, Jr. Chairman of the Board December 29, 1999
- ----------------------------
James R. Moxley, Jr.
/s/ John M. Bond, Jr. President and Chief Executive Officer December 29, 1999
- ---------------------------- (Principal Executive Officer)
John M. Bond, Jr.
/s/ John A. Scaldara, Jr. Executive Vice President, Finance and December 29, 1999
- ---------------------------- Administration and Chief Financial Officer
John A. Scaldara, Jr. (Principal Financial and Accounting Officer)
* Director December 29, 1999
- ----------------------------
Herschel L. Langenthal
Director December 29, 1999
- ----------------------------
Anand S. Bhasin
* Director December 29, 1999
- ----------------------------
Gannett Y. Clark, Jr.
* Director December 29, 1999
- ----------------------------
Hugh F.Z. Cole, Jr.
Director December 29, 1999
- ----------------------------
G. William Floyd
* Director December 29, 1999
- ----------------------------
William L. Hermann
* Director December 29, 1999
- ----------------------------
Charles C. Holman
* Director December 29, 1999
- ----------------------------
Harry L. Lundy, Jr.
* Director December 29, 1999
- ----------------------------
Richard E. McCready
* Director December 29, 1999
- ----------------------------
James R. Moxley III
* Director December 29, 1999
- ----------------------------
Mary S. Scrivener
* Director December 29, 1999
- ----------------------------
Maurice M. Simpkins
* Director December 29, 1999
- ----------------------------
Robert N. Smelkinson
* Director December 29, 1999
- ----------------------------
Theodore G. Venetoulis
</TABLE>
*By: /s/ John A. Scaldara, Jr.
--------------------------
John A. Scaldara, Jr.
Attorney-in-fact
-5-
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Piper Marbury Rudnick & Wolfe LLP re: legality.**
8.1 Opinion of Piper Marbury Rudnick & Wolfe LLP re: tax matters.**
23.3 Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.01 and
8.01 hereto). **
99.1 Form of proxy card for Columbia Bancorp stockholders. **
99.2 Form of proxy card for Suburban Bancshares stockholders. **
________________________
** Filed herewith.
-7-
<PAGE>
Exhibit 5.1
Piper Marbury Rudnick & Wolfe LLP
36 South Charles Street
Baltimore, Maryland 21201-3018
www.piperrudnick.com
PHONE (410) 539-2530
FAX (410) 539-0489
December 29, 1999
Columbia Bancorp
10480 Little Patuxent Parkway
Columbia, Maryland 21044
Ladies and Gentlemen:
We have acted as counsel to Columbia Bancorp, a Maryland corporation (the
"Company"), in connection with a Registration Statement on Form S-4
(Registration No. 333-91887) which was filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Registration Statement"), and which registers 2,642,225 shares of
the Common Stock of the Company, par value $.01 per share (the "Shares"), to be
issued to the holders of the Common Stock of Suburban Bancshares, Inc.
("Suburban") in connection with the merger of Suburban with and into the Company
pursuant to the Agreement and Plan of Merger dated as of September 28, 1999, as
amended (the "Merger Agreement").
In rendering the opinion expressed herein, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the charter and by-laws of the Company, the proceedings
of the Board of Directors of the Company relating to the authorization and
issuance of the Shares, a Certificate of the Secretary of the Company (the
"Certificate"), and such other statutes, certificates, instruments, and
documents relating to the Company and matters of law as we have deemed necessary
to the issuance of this opinion.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and the accuracy and completeness of all public
records reviewed by us. In making our examination of documents executed by
parties other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder, and we
have also assumed the due authorization by all requisite action, corporate or
other, and the valid execution and delivery by such parties of such documents
and the validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely upon the Certificate.
-8-
<PAGE>
Based upon the foregoing, having regard for such legal considerations as we
deem relevant, we are of the opinion and advise you that, upon issuance and
delivery of the Shares upon the terms set forth in the Registration Statement,
the Shares will have been duly and validly authorized and will be validly
issued, fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Registration Statement and the Proxy Statement/Prospectus which
is a part thereof. In giving our consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
-9-
<PAGE>
Exhibit 8.1
Piper Marbury Rudnick & Wolfe LLP
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3018
www.piperrudnick.com
PHONE (410) 539-2530
FAX (410) 539-0489
December 29, 1999
Columbia Bancorp
10480 Little Patuxent Parkway
Columbia, Maryland 21044
Suburban Bancshares, Inc.
7505 Greenway Center Drive
Greenbelt, Maryland 20768
Merger of Suburban Bancshares, Inc. with and into Columbia Bancorp
------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Columbia Bancorp in connection with the
transactions contemplated by the Plan and Agreement to Merge, dated as of
September 28, 1999, as amended (the "Merger Agreement"), by and between Columbia
Bancorp and Suburban Bancshares, Inc. This opinion is delivered on the
effective date of a Registration Statement on Form S-4 (the "Registration
Statement"), which includes the definitive Joint Proxy Statement/Prospectus of
Acquirer and Suburban Bancshares (the "Proxy Statement/Prospectus"), with
respect to the transactions contemplated by the Merger Agreement. The delivery
of a letter expressing opinions in substantially the form hereof, and the
reconfirmation of such opinions on and as of the Effective Time, are conditions
to the obligations of Suburban Bancshares to consummate the Merger pursuant to
section 7.3(d) of the Merger Agreement. All capitalized terms used herein,
unless otherwise specified, shall have the meanings ascribed to them in the
Merger Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Merger Agreement, the Proxy Statement/Prospectus and such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below. Our opinions assume, among other things, the accuracy
as of the date hereof, and the accuracy as of the Effective Time, of such facts,
information, covenants, statements and representations, as well as an absence of
any change in the foregoing that are material to such opinions between the date
hereof and the Effective Time.
-10-
<PAGE>
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the Merger or
contemplated by the Merger Agreement that are to be consummated at the Effective
Time will be consummated at the Effective Time in accordance with the Merger
Agreement and as described in the Proxy Statement/Prospectus. In addition, our
opinions are expressly conditioned on, among other things, the accuracy as of
the date hereof, and the accuracy as of the Effective Time, of statements and
representations contained in certificates executed by officers of Columbia
Bancorp and Suburban Bancshares as to certain facts relating to, and knowledge
and intentions of, Columbia Bancorp and Suburban Bancshares, and certain facts
relating to the Merger. We have assumed that such statements and
representations will be reconfirmed as of the Effective Time.
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinions are based could affect
our conclusions stated herein. In addition, there can be no assurance that the
Internal Revenue Service would not take a position contrary to that which is
stated in this opinion letter.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
(1) The transfer of all of the assets of Suburban Bancshares to
Columbia Bancorp, and the assumption by Columbia Bancorp of the liabilities
of Suburban Bancshares pursuant to the terms of the Plan, will constitute a
reorganization within the meaning of Section 368(a)(1)(A) of the Code.
Suburban Bancshares and Columbia Bancorp will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
(2) A holder of Suburban Bancshares Common Stock who receives solely
shares of Columbia Bancorp Common Stock in exchange for his Suburban
Bancshares Common Stock (including fractional shares of Columbia Bancorp
Common Stock deemed issued as described below) will not recognize any gain
or loss upon the exchange.
(3) A holder of Suburban Bancshares Common Stock who receives cash in
lieu of a fractional share of Columbia Bancorp Common Stock will be treated
as if he received a fractional share of Columbia Bancorp Common Stock
pursuant to the Merger and Columbia Bancorp then redeemed such fractional
share for the cash received. Such a holder will recognize capital gain or
loss on the constructive redemption of the fractional share in an amount
equal to the difference between the cash received and the adjusted basis of
the fractional share.
-11-
<PAGE>
(4) The basis of the Columbia Bancorp Common Stock received by the
Suburban Bancshares stockholders (including fractional shares of Columbia
Bancorp Common Stock deemed issued as described above) will be the same as
the basis of the Suburban Bancshares Common Stock surrendered in exchange
therefor.
(5) The holding period of the Columbia Bancorp Common Stock received
by the Suburban Bancshares stockholders will include the period during
which the Suburban Bancshares Common Stock surrendered in exchange therefor
was held, provided that the Suburban Bancshares Common Stock is held as a
capital asset in the hands of the Suburban Bancshares stockholders on the
date of the exchange.
(6) No gain or loss will be recognized by Suburban Bancshares upon
the transfer of all of its assets to Columbia Bancorp in exchange for
shares of the Common Stock of Columbia Bancorp and the assumption by
Columbia Bancorp of the liabilities of Suburban Bancshares.
(7) No gain or loss will be recognized by Columbia Bancorp upon the
receipt by Columbia Bancorp of all of the assets of Suburban Bancshares in
exchange for shares of the Common Stock of Columbia Bancorp and the
assumption by Columbia Bancorp of the liabilities of Suburban Bancshares.
(8) The basis of each asset of Suburban Bancshares in the hands of
Columbia Bancorp will be the same as the basis of such asset in the hands
of Suburban Bancshares immediately prior to the Merger; the holding period
of each such asset in the hands of Columbia Bancorp will include the
periods during which such asset was held by Suburban Bancshares.
(9) No gain or loss will be recognized to the stockholders of
Columbia Bancorp as a result of the transactions contemplated by the Plan.
(10) The accumulated earnings and profits of Suburban Bancshares on
the Effective Date will be added to the accumulated earnings and profits of
Columbia Bancorp and will be available for subsequent distributions of
dividends within the meaning of Section 316 of the Code.
(11) The summary of Federal income tax consequences set forth in the
Proxy Statement/Prospectus under the heading "The Merger - Material Federal
Income Tax Consequences" are accurate in all material respects as to
matters of law and legal conclusions.
Except as set forth above, we express no opinion to any party as to any
consequences of the Merger or any transactions related thereto. We are
furnishing this opinion to you solely in connection with the effectiveness of
the Registration Statement, and it is not to be used, relied upon, circulated,
quoted or otherwise referred to by any other person for any other purpose
without our prior written consent. In accordance with the requirements of Item
601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the
use of our name in the Proxy Statement/Prospectus and to the filing of this
opinion as an Exhibit to the Registration Statement. In giving this consent, we
do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules
-12-
<PAGE>
and regulations of the Securities Exchange Commission thereunder. This opinion
is expressed as of the date hereof, and we disclaim any undertaking to advise
you of any subsequent changes of the matters stated, represented or assumed
herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Piper Marbury Rudnick & Wolfe LLP
-13-
<PAGE>
Exhibit 99.1
REVOCABLE PROXY
COLUMBIA BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Columbia Bancorp hereby appoints James R. Moxley,
Jr. and Herschel L. Langenthal, or either of them, the lawful attorneys and
proxies of the undersigned, with several powers of substitution, to vote all
shares of Common Stock of Columbia Bancorp which the undersigned is entitled to
vote at the Special Meeting of Stockholders to be held February 23, 2000, and at
any and all adjournments and postponements thereof. Any and all proxies
heretofore given are hereby revoked.
Please be sure to sign and date this Proxy in the box below.
1. Approval of Plan and Agreement to Merge dated as of September 28, 1999, as
amended, between Suburban Bancshares, Inc. and Columbia Bancorp and approval of
the merger of Suburban Bancshares, Inc. with and into Columbia Bancorp.
For [ ] Against [ ] Abstain [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, including any adjournments or
postponements of the meeting.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 AND IN THE BEST JUDGMENT OF THE PROXY HOLDERS ON ALL OTHER
---
MATTERS.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: _________________________________ , _____
____________________________________________
Signature
____________________________________________
Signature (see note above)
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY
-14-
<PAGE>
Exhibit 99.2
REVOCABLE PROXY
SUBURBAN BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Suburban Bancshares, Inc. hereby appoints
Winfield M. Kelly, Jr. and Stephen A. Horvath, or either of them, the lawful
attorneys and proxies of the undersigned, with several powers of substitution,
to vote all shares of Common Stock of Suburban Bancshares, Inc. which the
undersigned is entitled to vote at the Special Meeting of Stockholders to be
held February 23, 2000, and at any and all adjournments and postponements
thereof. Any and all proxies heretofore given are hereby revoked.
Please be sure to sign and date this Proxy in the box below.
1. Approval of Plan and Agreement to Merge dated as of September 28, 1999, as
amended, between Suburban Bancshares, Inc. and Columbia Bancorp and approval of
the merger of Suburban Bancshares, Inc. with and into Columbia Bancorp.
For [ ] Against [ ] Abstain [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, including any adjournments or
postponements of the meeting.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 AND IN THE BEST JUDGMENT OF THE PROXY HOLDERS ON ALL OTHER
MATTERS.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: _________________________________ , _____
____________________________________________
Signature
____________________________________________
Signature (see note above)
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY
-15-
