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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE
OCTOBER 7, 1996]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to ___________
Commission File No. 33-62278
GLEN BURNIE BANCORP
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1782444
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- -
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND 21061
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 766-3300
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] NO [x]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of December 31, 1996, the aggregate market value of the
registrant's voting stock held by non-affiliates was
approximately $24.7 million.
Number of shares of Common Stock outstanding as of December 31,
1996: 883,858<PAGE>
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
Exhibit List
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3.1 Articles of Incorporation. See Exhibit 3.1 to the Annual
Report on Form 10-K of Glen Burnie Bancorp for its Fiscal
Year Ended December 31, 1995, SEC File Number 33-62278 (the
"1995 10-K Annual Report") which is incorporated herein by
reference.
3.2 By-Laws. See Exhibit 3.2 to the 1995 10-K Annual Report
which is incorporated herein by reference.
10.1 Glen Burnie Bancorp Stockholder Purchase Plan. See Exhibit
No. 10.1 to the 1995 10-K Annual Report which is
incorporated herein by reference.
10.2 Glen Burnie Bancorp Dividend Reinvestment and Stock
Purchase Plan. See Exhibit No. 10.2 to the 1995 10-K
Annual Report which is incorporated herein by reference.
10.3 Glen Burnie Bancorp Director Stock Purchase Plan. See
Exhibit 10.3 to the 1995 10-K Annual Report which is
incorporated herein by reference.
10.4 The Bank of Glen Burnie Employee Stock Purchase Plan.
10.5 The Bank of Glen Burnie Pension Plan. See Exhibit 10.5 to
the 1995 10-K Annual Report which is incorporated herein by
reference.
16 Letter re: change in certifying public accountant. See
Exhibit 16 to the 1995 10-K Annual Report which is
incorporated herein by reference.
21 Subsidiaries of the registrant. See Exhibit 21 to the 1995
10-K Annual Report which is incorporated herein by
reference.
23 Consent of Rowles & Company, LLP, dated April 14, 1997.
27 Financial Data Schedule. See Exhibit 27 to the 1995 10-K
Annual Report which is incorporated by reference.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
GLEN BURNIE BANCORP
Date: July 17, 1997 By: /s/ John E. Porter
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John E. Porter
Treasurer and Chief Financial
Officer
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Exhibit 10.4
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSES
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The purpose of this Plan is to encourage eligible employees of
The Bank of Glen Burnie and its subsidiaries to acquire ownership
of Common Stock. This Plan is intended to constitute an
"Employee Stock Purchase Plan" within the meaning of Section 423
of the Internal Revenue Code.
2. DEFINITIONS
-----------
The following words or terms used herein have the following
meaning:
(a) The "Plan" shall mean this Employee Stock Purchase
Plan.
(b) "Board" shall mean the Board of Directors of The Bank
of Glen Burnie.
(c) "Shares" "Stock" or "Common Stock" shall mean shares of
$10.00 par value common stock of The Bank of Glen Burnie.
(d) The "Committee" shall mean the committee appointed by
the Board to administer the Plan.
(e) "Employee" shall mean any employee of The Bank of Glen
Burnie whose customary employment is for more than 20 hours per
week.
(f) "Option" shall mean the right of an Employee to
purchase Common Stock under the Plan.
(g) "Date of Grant" shall mean, in respect of any Option,
the date on which the Board grants the Option under the Plan.
(h) "Date of Exercise" shall mean the date upon which the
Employee completes the payment requirement of the Option and is
entitled to delivery of the Shares so purchased, which date shall
in no event be later than 27 months after the Date of Grant.
(i) "Option Period" shall mean the period commencing upon
the Date of Grant and ending on the Date of Exercise.
(j) "Fair Market Value" shall mean a figure equivalent to
the amount equal to the latest trade by Legg Mason Wood Walker,
but in no event less than 100% of year-end book value unless as
provided in Section 8.
(k) "Annual Pay" shall mean the Employee's annual
compensation for the year immediately preceding the Date of Grant
as determined from payroll records.
3. ELIGIBILITY
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Eligible Employee shall mean any Employee as that term is defined
in Section 2(e) above who has completed one year or more of
employment with The Bank of Glen Burnie on the initial Date of
Grant of any Options under the Plan. Each employee who completes
one year of employment after the initial Date of Grant shall
become an Eligible Employee with respect to any subsequent Grant
of options on the date on which he completes such one year of
employment.
4. STOCK
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The Stock subject to the Options shall be shares of The Bank of
Glen Burnie authorized but unissued ($10.00 par value per share).
The aggregate number of Shares which may be issued under Options
shall not exceed 10,000 shares of such Common Stock; (except for
adjustments under Section 5). Shares optioned and not accepted,
or if accepted, not purchased, shall continue to be available for
inclusion in any subsequent Options that may be granted under the
Plan.
5. GRANT OF OPTIONS
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The Board shall grant to Eligible Employees Options to purchase
such numbers of Shares and at such time or times as it shall
determine, subject to the limitations of Section 3 and 4 and
subject to the following additional limitations.
(a) All Eligible Employees shall enjoy equal rights and
privileges under the plan, and the number of shares granted under
Option shall bear a uniform relationship to compensation.
(b) No Eligible-Employee shall be granted an Option if,
immediately after such Option were granted,<PAGE>
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
such Eligible Employee would own Stock possessing 5% or more of
the total combined voting power or value of all classes of stock
of The Bank of Glen Burnie. In determining whether the Stock
ownership of an Eligible Employee exceeds this 5% limit, the
rules of Section 425(d) of the Internal Revenue Code (relating to
attribution of stock ownership) shall apply, and Stock which the
Eligible Employee may purchase under outstanding Options (whether
or not such Options qualify for the special tax treatment of
Section 421(a) for the Internal Revenue Code) shall be treated as
Stock owned by the Eligible Employee.
(c) No Eligible Employee may purchase more than $25,000 of
stock (based upon the fair market value at the time the Option
was granted) in one year, unless he purchased less than $25,000
of stock in an earlier year when the Option was in effect.
With respect to any Option, the Board will specify the number of
Shares to be made available, the Date of Grant, the terms of the
Option, and such terms and conditions not inconsistent with this
Plan as may be necessary or appropriate, provided that in no
event shall the terms of the Option extend more than 27 months
from the Date of Grant.
In the event of a recapitalization or reclassification affecting
Common Stock, the number of Shares which may thereafter be issued
under the Plan, the number of Shares under Option at such time,
and the Option price will be appropriately adjusted as determined
by the Board.
6. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Committee, which shall
consist of not less than three members of the Board who are not
eligible to participate in the Plan, one of whom shall be
designated as Chairman. The Committee is vested with full
authority to make, administer, and interpret such equitable rules
and regulations regarding the Plan as it may deem advisable,
subject to the terms of the Plan. Its determinations as to the
interpretation and operation of the Plan shall be final and
conclusive.
The Committee may act by a majority vote at a regular or special
meeting or by decision reduced to writing and signed by a
majority of the Committee without a meeting.
Members of the Committee shall be named by the Board. Vacancies
shall be filled by the Board.
7. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION
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An Eligible Employee shall be notified by The Bank of Glen Burnie
of the Grant of any Option or Options to him. In order to
participate in the Plan, the Eligible Employee must sign an
Acceptance of Option on a form provided by The Bank of Glen
Burnie showing the number of Shares that he elects to purchase,
and must deliver it within 30 days after the date appearing on
the form to the Secretary or other officer designated in the
Option. It an eligible employee elects to accept the option, he
must accept an option to purchase the number of Shares specified
in his Option, or a lesser number of shares but in no event less
than ten (10) shares.
Shares optioned and not accepted, or if accepted, not purchased,
shall continue to be available for inclusion in any subsequent
Options that may be granted under the Plan.
2
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
8. PURCHASE PRICE
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The purchase price per Share will be an amount equal to the
lesser of 85% of the Fair Market Value of such Share on the Date
of Grant or 85% of the Fair Market Value of such Share on the
Date of Exercise; provided, however, and subject to the
foregoing, in no event shall the purchase price be less than book
value per Share unless the Board in its discretion so determines.
9. METHOD OF PAYMENT
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Payment for Shares under Options accepted pursuant to the Plan
shall be made in a lump sum payment within the term specified by
the committee which in no case will be longer than 27 months.
The Date of Exercise for Options accepted under this Plan shall
be the date of the lump sum payment.
Notwithstanding anything to the contrary herein set forth, an
Eligible Employee who has accepted an option may at any time
prior to the expiration of 30 days after his termination of
employment with The Bank of Glen Burnie but in no event after the
expiration of a period of 27 months from the Date of Grant,
prepay the outstanding amount due.
For purposes of this Section, an Eligible Employee shall not be
deemed to have terminated his employment while he is on military
leave, sick leave, furlough, lay-off, or other bona fide leave of
absence (including but not limited to temporary employment by the
Government) if the period of such leave of absence does not
exceed 90 days, or if longer, so long as his right to
reemployment with The Bank of Glen Burnie is guaranteed by law or
by contract. Where the period of leave exceeds 90 days and where
the Eligible Employee's right to reemployment is not guaranteed
either by law or by contract, such Eligible Employee will be
deemed to have terminated his employment on the 91st day of such
leave.
Notwithstanding anything to the contrary herein set forth, no
Options granted under the Plan may be exercised prior to such
date as may be fixed by the Board of Directors.
10. RIGHTS AS STOCKHOLDER
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An Eligible Employee will become a stockholder with respect to
Shares for which payment has been completed at the Date of
Exercise. An Eligible Employee will not have any rights as a
stockholder with respect to Shares under Option as provided in
the Plan until he has become a stockholder as provided in the
Plan. A certificate for the Shares purchased will be issued as
soon as practicable after an Eligible Employee becomes a stock-
holder.
11. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE
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Options granted to an Eligible Employee under the plan are
exercisable, during such Eligible Employee's lifetime, only by
him; such Options may not be sold, transferred (other than by
will or the laws of descent and distribution), pledged, or
otherwise disposed of or encumbered.
12. CANCELLATION OF ACCEPTANCE OF OPTION
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At any time prior to, but in no event following, his Date of
Exercise, an Eligible Employee who has elected to purchase Shares
may cancel his Acceptance of Option as to any or all of such
Shares by written notice of cancellation delivered to the officer
designated to receive his Acceptance of Option. If an Eligible
Employee cancels his Acceptance of Option as to only a part of
the Shares, he shall make the required payment as
3
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
provided in Section 9 above with respect to the number of Shares
for which his Acceptance of Option is not cancelled.
13. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
-------------------------------------------
Subject to other provisions of the Plan permitting postponement,
The Bank of Glen Burnie may treat the failure by an Eligible
Employee to make any payment as a cancellation of his Acceptance
of Option. In that event, the Eligible Employee will be notified
of such cancellation by mailing notice to him at his last known
business or home address.
14. RETIREMENT
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If the employment of an Eligible Employee is terminated by
retirement prior to the end of the Option Period, and such
Eligible Employee may elect to pay for his Shares within twelve
(12) months of his termination of employment by retirement, but
in no event later than 27 months after the Date of Grant. The
Date of Exercise with respect to his Option shall be the date of
such lump sum payment.
15. DEATH
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If the employment of an Eligible Employee is terminated by death
prior to the end of the Option Period, the executors or
administrators of such deceased Eligible Employee or any person
or persons who shall have acquired the Option directly from such
deceased Eligible Employee by bequest or inheritance may elect,
at any time within six (6) months after such Eligible Employee's
death, but in no event after the expiration of a period of 27
months after the Date of Grant (1) to pay the amount due, or (2)
to cancel the Eligible Employee's Acceptance of Option in
accordance with the provisions of Section 12. In the event an
election is made to pay the amount due, the Date of Exercise,
with respect to the deceased Eligible Employee's Option, shall be
the date on which such payment is made.
16. APPLICATION OF FUNDS
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All funds received by The Bank of Glen Burnie in payment for
Shares purchased under the Plan may be used for any valid
corporate purpose.
17. NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE
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Any Eligible Employee who shall dispose of any Shares received
under the Plan within the later of two years from Date of Grant
or one year from Date of Exercise shall notify the Cashier of The
Bank of Glen Burnie as to the date of disposition, the sale price
(if any), and number of Shares involved.
18. COMMENCEMENT OF PLAN
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The Plan shall not take effect until approved by the holders of
the majority of the Shares of the Common Stock of The Bank of
Glen Burnie present, in person or by proxy, and entitled to vote
at a duly held stockholders' meeting, which approval must occur
within the period beginning twelve months before and ending
twelve months after the date the Plan is adopted by the Board.
19. GOVERNMENTAL APPROVALS OR CONSENTS
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The Plan and any Options granted thereunder are subject to any
governmental approvals or consent that may
4
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
be or become applicable in connection therewith. The Board may
make such changes in the Plan and include such terms in any
Option granted under the Plan as may be necessary or desirable,
in the opinion of counsel of The Bank of Glen Burnie to comply
with the rules or regulations of any governmental authority, or
to be eligible for tax benefits under the Internal Revenue Code
or the laws of any state.
20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN
----------------------------------------------
The Board may, insofar as permitted by law, from time to time,
with respect to any Shares at any time not subject to Options,
suspend or discontinue the Plan or revise or amend it in any
respect whatsoever except that, without the approval of the
holders of the majority of the outstanding Shares of Common stock
of The Bank of Glen Burnie no such revision or amendment shall
change the number of Shares subject to the Plan or permit
granting of Options under the Plan to persons other than the
employees of The Bank of Glen Burnie. Furthermore, the Plan may
not, without the approval of the holders of the majority of the
outstanding Shares of the Common Stock of The Bank of Glen Burnie
be amended in any manner that will cause Options issued under it
to fail to meet the requirements of an Employee Stock Purchase
Plan as defined in Section 423 of the Internal Revenue Code.
21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN
---------------------------------------
Neither the establishment nor any continuance of the Plan, nor
the granting of Options thereunder, shall be construed as
conferring any legal rights upon any Eligible Employee or other
employee for a continuation of employment, nor shall such
establishment, continuance or granting of Options interfere with
the rights of The Bank of Glen Burnie to discharge any Eligible
Employee or other employee.
5
Exhibit 23
ROWLES & COMPANY, LLP
Certified Public Accountants
Glen Burnie Bancorp
Glen Burnie, Maryland
We hereby consent to the use in this annual report of Form
10-K of our report, dated March 8, 1996, on the consolidated
financial statements of Glen Burnie Bancorp and Subsidiary
appearing in the annual report.
/s/ Rowles & Company, LLP
Baltimore, Maryland
April 14, 1997
