SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 8, 2000
COLUMBIA BANCORP
(Exact Name of Registrant as Specified in Charter)
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MARYLAND 0-23402 52-1545782
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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10480 LITTLE PATUXENT PARKWAY, COLUMBIA, MARYLAND 21044
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code (410) 465-4800
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The merger of Suburban Bancshares, Inc. with and into Columbia
Bancorp became effective as of the open of business on March 8, 2000. As a
result of the merger, Suburban Bancshares, Inc. stockholders received 0.2338
shares of Columbia Bancorp Common Stock in exchange for each share of Suburban
Bancshares, Inc. Common Stock. Cash in lieu of fractional shares will be paid at
the rate of $10.01 per share.
Pursuant to General Instruction F to Form 8-K, the press release
dated March 8, 2000, announcing the consummation of the merger of Suburban
Bancshares, Inc. with and into Columbia Bancorp is attached to this Current
Report as Exhibit 1, and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) and (b) Not Applicable
(c) Exhibits. The following exhibits are filed with this
report:
99.1 Press Release, dated March 8, 2000 of Columbia Bancorp,
filed herewith.
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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.
COLUMBIA BANCORP
By: /s/ John Scaldara
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John Scaldara
Executive Vice President
and Chief Financial Officer
Date: March 8, 2000
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EXHIBIT INDEX
Exhibit Description Page No.
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99.1 Press Release, dated March 8, 2000 of Columbia Bancorp.
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Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE - MARCH 8, 2000
FOR MORE INFORMATION, CONTACT:
John M. Bond, Jr. - President and Chief Executive Officer, Columbia Bancorp
(410) 465-4800
COLUMBIA BANCORP AND SUBURBAN BANCSHARES, INC.
COMPLETE MERGER
Columbia, Maryland, March 8, 2000 - Columbia Bancorp (Nasdaq - CBMD),
headquartered in Columbia, Maryland, announced today the completion of its
merger with Suburban Bancshares and the merger of Suburban Bank of Maryland into
The Columbia Bank. The Columbia Bank now operates twenty-three branches (nine in
Howard County, six in Baltimore County, five in Prince George's County and three
in Montgomery County). Following the merger, Columbia will have total assets of
approximately $700 million.
Under the terms of the merger agreement, stockholders of Suburban
received 0.2338 shares of Columbia common stock for each share of Suburban
common stock, with fractional shares paid in cash at a rate of $10.01 per share.
The conversion ratio results in the issuance of 2,642,000 new shares of Columbia
common stock in exchange for all 11,301,218 shares of Suburban.
"Our merger with Suburban represents another important step forward in
our strategic plan to position ourselves as the premier community banking
alternative in the Baltimore/Washington corridor,'" commented John M. Bond, Jr.,
President and CEO of Columbia.
Winfield Kelly, formerly the Chairman and CEO of Suburban, and now
Chairman of Columbia noted, "The strong product and financial resources of
Columbia following the merger will enable us to better service our customers and
to continue the successful growth records of both institutions."
This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger. Such forward-
looking statements involve certain risks and uncertainties, including a variety
of factors that may cause the combined company's actual results to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements.
Columbia Bancorp, headquartered in Columbia, Maryland, is a bank
holding company and parent company of The Columbia Bank, a commercial bank.
Columbia Bancorp's Common Stock is traded on the National Market tier of The
Nasdaq Stock Market(SM) under the symbol "CBMD".
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