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As filed with the Securities and Exchange Commission on
April 20, 1999
Registration No. 333-37073
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GLEN BURNIE BANCORP
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(Exact name of registrant as specified in charter)
MARYLAND 52-1782444
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
(410) 766-3300
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
F. WILLIAM KUETHE, JR., PRESIDENT
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
(410) 766-3300
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JAMES C. STEWART, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET, N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time as determined by market conditions,
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of earlier effective registration statements
for the same offering. [ ] ________________________________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ___________________________________________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
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PROSPECTUS
GLEN BURNIE BANCORP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
87,163 SHARES OF COMMON STOCK
STOCKHOLDER PURCHASE PLAN
109,265 SHARES OF COMMON STOCK
Glen Burnie Bancorp is offering existing stockholders
87,163 shares of its Common Stock pursuant to its Dividend
Reinvestment and Stock Purchase Plan and 109,265 shares of its
Common Stock pursuant to its Stockholder Purchase Plan. The
Plans offer stockholders a convenient way to acquire additional
shares of the Common Stock without paying the brokerage
commissions, service charges, fees or other expenses that
stockholders would otherwise be charged if they purchased the
Common Stock on the open market.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. The
Dividend Reinvestment Plan offers stockholders the opportunity
to apply their cash dividends towards the purchase of whole or
fractional shares of Common Stock. Shares will automatically be
credited on each dividend payment date to the accounts of
stockholders who elect to participate in the Dividend Reinvest-
ment Plan. Shares of Common Stock issued under the Dividend
Reinvestment Plan will come from the Company's authorized but
unissued shares. The price per share of Common Stock purchased
from the Company pursuant to the Dividend Reinvestment Plan will
be based on the fair market value (less a 5% discount unless the
Board of Directors determines otherwise). No shares, however
may be issued for less than their par value of $10.00 per share.
STOCKHOLDER PURCHASE PLAN. Under the Purchase Plan,
stockholders of record may receive an option each quarter to
purchase a new issuance of shares of the Common Stock. The
number of shares to be issued in any quarter will be determined
by the Board of Directors. Stockholders will have the option to
purchase Common Stock with a value of not more than $3,000.00 or
less than $50.00 for each quarter. The aggregate number of
shares that may be issued under the Plan may not exceed 109,265
shares (subject to adjustment for stock splits and dividends).
The purchase price for all shares to be issued pursuant to such
options will be the fair market value of the Common Stock as
determined by the latest sale completed by the principal market
maker for the Common Stock, Legg Mason Walker Wood, Inc., prior
to the date of grant.
There is currently not an active trading market for the
Common Stock. Accordingly, stockholders should only consider an
additional investment in the Common Stock through the Plans if
they have a long-term investment intent.
The Company recommends that you retain this Prospectus for
future reference.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR CERTAIN INFORMA-
TION THAT SHOULD BE CONSIDERED BY STOCKHOLDERS INTERESTED IN
ACQUIRING SHARES PURSUANT TO THE PLANS.
THESE SECURITIES ARE NOT BANK DEPOSITS AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER STATE OR FEDERAL GOVERNMENT AGENCY
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ________ ___, 1999<PAGE>
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THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY. IF ANY
SUCH INFORMATION OR REPRESENTATION IS GIVEN OR MADE, IT MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITA-
TION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THE BANK SINCE ANY OF THE DATES AS OF WHICH INFORMA-
TION IS FURNISHED HEREIN OR SINCE THE DATE HEREOF.
TABLE OF CONTENTS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . i
RISK FACTORS . . . . . . . . . . . . . . . . . . . . 1
THE PLANS. . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . 7
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . 8
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . 8
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . 8
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . 8
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PROSPECTUS SUMMARY
THE COMPANY
Glen Burnie Bancorp is a bank holding company organized in
1990 to hold all the outstanding shares of capital stock of The
Bank of Glen Burnie (the "Bank"), a Maryland commercial bank
organized in 1949. The Bank serves Anne Arundel County and
surrounding areas from its main office in Glen Burnie, Maryland
and branch offices in Odenton, Riviera Beach, Crownsville,
Ferndale and Severn, Maryland. The Bank conducts a commercial
and retail banking business as authorized by the banking
statutes of the State of Maryland, including taking demand and
time deposits, and the making of loans to individuals,
associations, partnerships and corporations. Real estate
financing consists of residential first and second mortgage
loans, home equity lines of credit and commercial mortgage
loans. Commercial lending consists of both secured and
unsecured loans. The Bank's deposits are insured up to
applicable limits by the Federal Deposit Insurance Corporation.
The mailing address of the Company's principal executive
office is 101 Crain Highway, S.E., P.O. Box 70, Glen Burnie,
Maryland 21060 and its telephone number is (410) 766-3300.
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Purpose. The Dividend Reinvestment Plan offers stock-
holders of record a simple and convenient way to invest their
cash dividends in additional shares of the Common Stock without
paying brokerage commissions, service charges and other
expenses.
HOW TO PARTICIPATE. Any stockholder of record can
participate in the Dividend Reinvestment Plan by signing and
returning a Stockholder Authorization Form. Stockholders
holding their shares in "street name" through brokers are not
eligible to participate in the Dividend Reinvestment Plan.
Stockholders may enroll at any time. If a Stockholder
Authorization Form is received prior to the record date for a
dividend, that dividend will be reinvested. No fees or
transactional costs are charged for participating in the
Dividend Reinvestment Plan.
WHAT WILL BE THE PURCHASE PRICE. The purchase price for
Common Stock acquired through the Dividend Reinvestment Plan
will be the fair market value of the Common Stock (defined as
the price at which the latest share sale was consummated by Legg
Mason prior to any dividend declaration date) less a 5% discount
unless the Board of Directors determines otherwise. In no
event, however, may shares be purchased at less than their par
value of $10.00 per share.
ADMINISTRATION OF THE DIVIDEND REINVESTMENT PLAN. The
Dividend Reinvestment Plan is administered by the Company. All
correspondence relating to the Dividend Reinvestment Plan should
be addressed to:
President
Glen Burnie Bancorp
101 Crain Highway, S.E.
P.O. Box 70
Glen Burnie, Maryland 21060
(410) 766-3300
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THE STOCKHOLDER PURCHASE PLAN
PURPOSE. The Purchase Plan provides another simple and
convenient way for stockholders to add to their holdings of the
Common Stock without paying the brokerage and other charges that
normally apply to open market transactions. In addition, the
Purchase Plan allows the Company to increase its capital for use
in its business.
HOW TO PARTICIPATE. Each quarter, stockholders of record
will be notified, in writing, whether they will have the option
of purchasing a new issuance of Common Stock. Stockholders will
be permitted to invest no less than $50.00 nor more than
$3,000.00 in the purchase of additional shares. The option
price must be paid in full at the time the option is exercised.
Options must be exercised within the expiration date which will
be no later than three months after the date of grant. No fees
or transactional costs are charged for participating in the
Purchase Plan.
HOW MANY SHARES MAY BE PURCHASED. The number of shares to
be issued each quarter will be determined by the Board of
Directors. The value of the shares of Common Stock underlying
options granted each quarter to each stockholder shall not
exceed $3,000.00 nor shall it be less than $50.00. In the event
of an oversubscription, shares shall be prorated among
subscribers in proportion to the amount they request.
WHAT WILL BE THE PURCHASE PRICE. The purchase price for
shares under the Purchase Plan will be their fair market value,
as determined by the latest sale consummated by Legg Mason prior
to the date on which the option is granted. Shares of Common
Stock, however, will not be issued for less than their par value
of $10.00 per share.
ADMINISTRATION OF THE PURCHASE PLAN. The Purchase Plan
will be administered by a committee of at least three members,
including the Chairman of the Board, the Chief Executive Officer
and one member of the Board of Directors to be appointed
annually by the Board of Directors. All correspondence relating
to the Purchase Plan should be addressed to:
President
Glen Burnie Bancorp
101 Crain Highway, S.E.
P.O. Box 70
Glen Burnie, Maryland 21060
(410) 766-3300
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RISK FACTORS
In addition to the information discussed elsewhere in this
Prospectus (or incorporated by reference in the Prospectus),
investors should carefully consider the following information in
deciding whether to participate in the Plans.
EXPOSURE TO LOCAL REAL ESTATE MARKET
Although the Bank has significantly diversified its lending
in recent years, a substantial proportion of its loan portfolio
consists of loans secured by properties located in Northern Anne
Arundel County. At December 31, 1998, approximately 62% of the
Bank's loan portfolio consisted of real estate loans including
residential and commercial mortgage loans and construction loans
and land development loans. The majority of this portfolio is
made up of loans secured by commercial real estate and
construction and land development loans which comprised 36% of
the total loan portfolio. Over 80% of the Bank's real estate
loans at December 31, 1998 were secured by properties in
Northern Anne Arundel County. Should the economy in this area
suffer any adversity, or deteriorate for any reason, the quality
of the Bank's loan portfolio could decline. Adverse
developments in the Bank's market area could particularly affect
the performance of the Bank's portfolio of commercial real
estate and construction and land development loans for which
repayment and the value of the collateral are dependent on the
successful operation of the borrower's business.
INTEREST RATE RISK
The Bank's profitability depends on its net interest
income, which is the difference between the interest income
received from its interest-earning assets and the interest
expense paid on its interest-bearing liabilities. Increases in
the level of interest rates may reduce the amount of loans
originated by the Bank and, thus, the amount of loan and
commitment fees, as well as the value of the Bank's investment
securities and other interest-earning assets. Fluctuations in
interest rates also can result in disintermediation, which is
the flow of funds away from depository institutions into direct
investments, such as corporate securities and other investment
vehicles which, because of the absence of Federal deposit
insurance, generally pay higher rates of return than depository
institutions.
Changes in interest rates will also affect the value of the
Bank's investment securities portfolio designated as available
for sale. Generally, an increase in interest rates would result
in a decline in the value of investment securities available for
sale, which would result in a corresponding adjustment in
stockholders' equity. Therefore, the Bank's and the Company's
stockholders' equity could change based on fluctuations in
interest rates and in the value of investment securities held
for sale.
SUBSTANTIAL COMPETITION IN THE BANKING INDUSTRY
The Bank faces substantial competition for deposits and
loans from other financial institutions, including many which
have substantially greater resources, name recognition and
market presence than the Bank. This competition comes not only
from local institutions but also from out-of-state financial
intermediaries which have opened loan production offices or
which solicit deposits in its market area. Many of the
financial intermediaries operating in the Bank's market area
offer certain services which the Bank does not offer directly.
Additionally, banks with larger capitalization and financial
intermediaries not subject to bank regulatory restrictions have
larger lending limits and are thereby able to serve the credit
needs of larger customers. Competitors of the Bank include
commercial banks, savings institutions, credit unions, thrift
and loans, insurance companies, mortgage companies, money market
and mutual funds and other institutions which offer loans and
investment products. Historically, the Bank has sought to
compete against larger institutions on the basis of its local
ownership and orientation which the Bank believes has made it
more responsive to its customers. The Bank, however, also
encounters significant competition from other locally based
community banks and financial institutions who compete on the
same basis, including a bank which recently has been established
near its headquarters by former directors and officers of the
Bank and which may be expected to target the Bank's customer
base.
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RISK OF NON-COMPLIANCE WITH REGULATORY REQUIREMENTS
Due to the nature of their business, both the Company and
the Bank are subject to extensive legislation, regulation and
supervision. The Federal Reserve Board and the FDIC have
extensive capital requirements applicable to the Company and the
Bank, respectively. The type, location and manner in which they
may conduct business is extensively regulated and examined by
the Federal Reserve Board, the FDIC and the Commissioner.
While the Company and the Bank believe they are in
substantial compliance with all applicable Federal and state
regulations, there can be no assurance that they will continue
to satisfy minimum capital or other Federal or state banking
requirements. Should they fail to comply with such require-
ments, enforcement actions may include the issuance of formal
and informal agreements, the issuance of directives to increase
capital, the issuance of removal and prohibition orders against
institution-affiliated parties, the imposition of restrictions
and sanctions under the prompt corrective action provisions of
the FDIC Improvement Act, the imposition of civil money penal-
ties, the issuance of a cease-and-desist order that can be
judicially enforced, the termination of insurance of deposits,
and the imposition of a conservator or receiver.
TECHNOLOGY RISKS AND YEAR 2000 PROBLEMS
The financial services industry has undergone continual
technological change and banks are increasingly dependent on
computers in their operations. In addition, many of the
products and services which their customers demand can only be
offered if a bank invests in sophisticated computers and
software. In order to compete, the Bank must continually
evaluate and adopt these new technologies. There can be no
assurance that the Bank will successfully implement new
technologies or market these new products to its customers.
Because of its dependence on technology, the banking
industry is also vulnerable to computer programming defects, the
most notorious of which is the Year 2000 problem. The "Year
2000 Problem" refers to the inability of some computer systems
to recognize the year 2000. Many existing computer programs and
systems were originally programmed with six digit date fields
that use only two digits to identify the calendar year. These
systems may not operate properly when the Year 2000 comes.
Because of the prevalence of computers in the financial services
industry and throughout the economy, there is substantial
uncertainty about the extent to which the Year 2000 Problem will
affect the industry.
LIMITED MARKET FOR THE COMMON STOCK
The Common Stock is not listed on any stock exchange or
traded in the Nasdaq Stock Market. Although trading information
for the Common Stock is available on the OTC Bulletin Board ,
there is limited trading activity in the Common Stock.
Accordingly, stockholders who acquire shares of the Common Stock
through the Plans may encounter difficulty in selling such
shares on the open market. The absence of an active and liquid
trading market for the Common Stock may also have an impact on
the prices which investors are willing to pay for the Common
Stock. Stockholders should only consider an additional
investment in the Common Stock pursuant to the Plans if they
have a long-term investment intent.
DIVIDEND PAYMENT RISKS
The Company intends to pay dividends equal to forty percent
(40%) of its profits for each quarter. The Company's ability to
pay dividends to stockholders depends on its ability to receive
dividends from the Bank. Payment of dividends by the Bank to
the Company and by the Company to its stockholders, however, is
subject to their respective financial conditions and to
regulation. Federal and state banking regulations prohibit
dividend payments unless the Company and the Bank have
sufficient net retained earnings and capital as determined by
the regulators. The Company does not believe that these
restrictions will materially limit its ability to pay dividends.
There is no assurance that either the Bank or the Company will
be legally or financially able to pay any specified amount of
dividends in the future.
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PRICING RISKS IN THE PLANS
Dividend Reinvestment Plan. The Company cannot assure
investors that the market price of the Common Stock will stay at
the level at which it is trading at the time the dividend
reinvestment price is calculated pursuant to the Dividend
Reinvestment Plan. Under the Dividend Reinvestment Plan, the
value of the shares to be issued in lieu of cash dividends is
determined based on the higher of (a) ninety-five percent (95%)
of the market price at the time a dividend is declared or (b)
the stock's par value ($10.00 per share). By the time the
dividend is actually paid, the market price at which the
Company's stock is selling may have declined from the dividend
reinvestment price. Thus, the number of shares to be issued may
be less than the number that would have been issuable had such
number been based on the sales price of the shares at the time
the dividend is paid and the market value of the shares actually
issued may be less than the amount of cash that would have been
received had the dividend been paid in cash. See "The Plans --
Dividend Reinvestment and Stock Purchase Plan."
PURCHASE PLAN. The Company cannot assure investors that
shares purchased pursuant to options issued under the Purchase
Plan will continue to trade at their purchase price. Further
there can be no assurance that the market price of the Common
Stock will not decline in the period between the date an option
is exercised and the date shares are issued to a stockholder.
Accordingly, there can be no assurance that price paid by stock
holding to acquire shares through the Purchase Plan will be less
than the price at which shares could have been acquired on the
open market.
POTENTIAL DILUTION
Stockholders who do not elect to participate in the Plans
may suffer substantial dilution in their voting rights and their
proportional interest in any future net earnings of the Company.
CONTROL OF THE COMPANY
Under the Company's Articles of Incorporation, the affir-
mative vote of 80% of the outstanding shares is required for the
approval of any merger, consolidation or share exchange
involving the Company. In addition, amendments to Company's
Articles of Incorporation and Bylaws require an 80% vote. As a
result, the holders of 20% of the Company's outstanding Common
Stock would be able to prevent most business combinations
involving the Company even if the proposed business combination
was favored by a majority of the shares outstanding. In addi-
tion, such holders could prevent any amendment to the Articles
of Incorporation that might lower this voting requirement. The
Board of Directors currently controls over 20% of the
outstanding stock. Accordingly, the Board of Directors voting
together as a group would be in a position to prevent most
acquisitions of the Company. In addition, the Maryland General
Corporation Law includes certain restrictions on business
combinations with stockholders who have not been approved by the
Board of Directors in advance and limits the voting rights of
larger stockholders unless such voting rights have been approved
by a vote of the stockholders. These provisions may have the
effect of discouraging or preventing a future takeover attempt
in which stockholders might otherwise receive a premium for
their shares over then current market prices.
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THE PLANS
Following is a general summary of the Plans. Periodic
reports are generally not furnished under the Plans although the
Company makes annual reports available to its stockholders which
may contain some information about the Plans. See "Available
Information." Copies of the Plans will be sent to stockholders
upon written request to the Treasurer of Glen Burnie Bancorp,
101 Crain Highway, S.E., P.O. Box 70, Glen Burnie, Maryland
21060-0070.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Under the Dividend Reinvestment Plan, the Company offers
its stockholders of record the opportunity to receive additional
shares of the Common Stock in lieu of cash dividends. Any
record stockholder who elects to participate in the Dividend
Reinvestment Plan will receive, if and when any dividend is
declared, shares of Common Stock rather than cash on the
dividend payment date. The number of shares he will receive
will equal the number obtained by dividing the amount that he
would have been paid in cash by a deemed per share "Purchase
Price" which is equal to the per share price paid in the latest
sale consummated by Legg Mason prior to the dividend declaration
date less a 5% discount unless the Board of Directors determines
otherwise. In no event, however, will the Purchase Price be
less than the par value per share of $10.00.
Once an election to participate is made, all dividends
thereafter payable to the electing stockholder will be paid in
Common Stock until such time as (i) the stockholder advises the
Company in writing that he no longer wishes to participate in
the Dividend Reinvestment Plan, (ii) the Company receives
written notice of the stockholder's death or adjudicated
incapacity, or (iii) the stockholder transfers record ownership
of the shares dividends with respect to which are subject to
payment in stock under the Plan.
The Company will maintain an account reflecting stock
dividends issued under the Dividend Reinvestment Plan. Shares
held in a participant's account are voted directly by the
participant. Certificates for stock dividends issued under the
Dividend Reinvestment Plan will only be provided upon (i)
request by a participating stockholder, (ii) withdrawal by a
participating stockholder from the Dividend Reinvestment Plan,
or (iii) termination of the Dividend Reinvestment Plan by the
Company. Should participation in the Dividend Reinvestment Plan
be withdrawn or terminated, cash will be issued in lieu of
fractional shares. Certificates are generally issued within a
week.
Stockholders holding Common Stock in "street name" through
a broker are not eligible to participate in the Dividend
Reinvestment Plan with respect to those shares. Any such holder
who desires to participate in the Dividend Reinvestment Plan
should contact their broker and arrange to have such shares
registered in their name as a record holder.
Stockholders who reside in jurisdictions in which it is
unlawful for the Company to permit their participation are not
eligible to participate in the Dividend Reinvestment Plan. The
Company also reserves the right to exclude a stockholder who re-
sides in a foreign country or in a jurisdiction which requires
registration or qualification of the Common Stock or of the
Company's directors, officers or other employees as agents in
connection with sales pursuant to the Dividend Reinvestment
Plan.
The Board of Directors may amend, modify or suspend the
Dividend Reinvestment Plan at any time and from time to time but
the Dividend Reinvestment Plan may not be permanently terminated
unless the Company's stockholders elect to terminate it. The
Company's stockholders have approved the Dividend Reinvestment
Plan.
As of the date of this Prospectus, a total of 28,822 shares
of Common Stock previously have been issued under the Dividend
Reinvestment Plan. An additional 87,163 shares are reserved for
issuance under the Dividend Reinvestment Plan.
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TAX CONSEQUENCES. The following discussion summarizes
certain material U.S. Federal income tax consequences for U.S.
taxpayers participating in the Dividend Reinvestment Plan. The
discussion is based upon provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), its legislative history,
judicial authority, current administrative rulings and practice,
and existing and proposed Treasury Regulations, all as in effect
and existing on the date hereof, and all of which are subject to
change, perhaps with retroactive effect. This discussion does
not purport to deal with all aspects of U.S. Federal income
taxation that might be relevant to particular participants in
light of their personal circumstances or status, nor does it
discuss state, local or foreign income tax consequences. THERE-
FORE, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH HIS OWN
TAX ADVISORS WITH RESPECT TO THOSE MATTERS.
A participant who chooses to receive a distribution of
additional shares of Common Stock in lieu of cash under the
provisions of the Dividend Reinvestment Plan will be treated for
U.S. Federal income tax purposes as having received a taxable
dividend to the extent such distribution is treated as made from
the Company's current and accumulated earnings and profits, in
an amount equal to the "Purchase Price" (as determined under the
Dividend Reinvestment Plan) of all full and fractional shares
credited to the participant's account, and otherwise as a non-
taxable return of capital to the extent of such participant's
tax basis in his shares of Common Stock (with a corresponding
reduction in his tax basis in such Common Stock) and thereafter
as capital gain.
The participant's tax basis in the shares credited under
the Dividend Reinvestment Plan will be an amount equal to the
"Purchase Price" of such shares (as determined under the
Dividend Reinvestment Plan). The holding period for shares
acquired through the Dividend Reinvestment Plan will begin on
the day after the dividend payment date.
Following termination of participation in the Dividend
Reinvestment Plan and receipt by the participant of shares of
Common Stock previously held by the Dividend Reinvestment Plan
administrator, a participant will realize gain or loss upon
receipt of a cash payment for any fractional share interests
credited to the participant's account. The amount of any such
gain or loss will be the difference between the cash payment and
the participant's tax basis in such fractional share interests.
The tax discussion as set forth above is for general
information purposes only. Each stockholder considering
participation in the Dividend Reinvestment Plan is urged to
consult his own tax and financial advisors as to any U.S.
Federal, state and other tax consequences of participating in
the Dividend Reinvestment Plan based upon his particular facts
and circumstances.
STOCKHOLDER PURCHASE PLAN
Pursuant to the Purchase Plan, stockholders of record will
be granted an option (an "Option") each quarter to purchase
newly issued shares of the Common Stock. The number of shares
that may be purchased each quarter pursuant to Options shall be
determined by the Board of Directors. Each Option will entitle
the stockholder to purchase one share. Options will be granted
in equal amounts to each stockholder at a per share price (the
"Purchase Price") equal to the latest per share price reported
for a sale of the Common Stock by Legg Mason prior to the date
of grant. In no event may a stockholder be granted options for
Common Stock of a value of more than $3,000.00 per quarter or
less than a minimum of $50.00 in stock. Options may be exer-
cised in full or partially at the election of the stockholder.
Options may only be exercised by returning the option exercise
form and paying the Purchase Price in full prior to the expira-
tion date for the Option which may not be later than three
months after the date of grant. Once an Option has been exer-
cised, the exercise is irrevocable. Shares will be issued to
persons exercising Options as soon as practicable after receipt
of a properly completed option exercise form and payment of the
Purchase Price in full. Shares may be issued in either certi-
ficated or uncertificated form at the election of the stock-
holder.
Stockholders will be notified on a quarterly basis in
writing that they have the option to purchase Common Stock.
Stockholders holding shares for the account of others, such as
banks, brokers, trustees and depositories, should contact the
beneficial owners of those securities to ascertain the inten-
tions of those beneficial owners with respect to
5<PAGE>
<PAGE>
the Options. Persons beneficially owning Common Stock held in
brokerage accounts or which is otherwise held on their behalf by
a nominee should contact their broker or nominee to exercise
subscription rights on their behalf.
The total number of shares that may be issued under the
Purchase Plan shall not exceed 109,265 shares subject to
adjustment for stock splits and stock dividends subsequent to
the date the Purchase Plan is adopted. The number of shares
subject to the Purchase Plan has been adjusted for the
six-for-five stock split which was effected through a stock
dividend paid on January 10, 1998 to stockholders of record on
January 3, 1998. Shares optioned and not exercised shall
continue to be available for inclusion in subsequent Option
grants. In the event of an oversubscription, shares shall be
prorated among subscribers in proportion to the amount they
requested.
Options are not transferable except upon death. Holders of
Options do not receive any rights or benefits of stockholders
with respect to the underlying Common Stock until the Options
are fully exercised and certificates evidencing the Common Stock
are issued.
Options granted to stockholders under the Purchase Plan are
exercisable during a stockholder's lifetime and only by the
stockholder. In the event a stockholder dies without having
fully exercised their Options, the stockholder's executors or
administrators shall have the right to exercise such Options
during their remaining term to the same extent that the
stockholder was entitled to exercise the Option.
The Company will make reasonable efforts to comply with the
securities laws of all states in which stockholders reside. The
Board of Directors reserves the right not to issue Options to
stockholders residing in a foreign country or in a jurisdiction
in which the granting of Options or the offer or sale of the
Common Stock would be unlawful or in which the Company or its
directors, officers or employees would be required to register
as a broker, dealer or selling agent.
The Purchase Plan will be administered by a Committee made
up of the Company's Chairman of the Board, Chief Executive
Officer and one member of the Company's Board of Directors, who
is appointed by the Company's Board of Directors annually. All
questions concerning the timeliness and validity of Option
exercises and the eligibility of stockholders for Options will
be determined by the Committee whose determinations will be
final and binding on all parties.
TAX CONSEQUENCES. The following discussion summarizes
certain material U.S. Federal income tax consequences for U.S.
taxpayers upon the receipt, disposition, exercise or lapse of
Options. The discussion is based upon provisions of the Code,
its legislative history, judicial authority, current admini-
strative rulings and practice, and existing and proposed
Treasury regulations, all as in effect and existing on the date
hereof, and all of which are subject to change, perhaps with
retroactive effect. This discussion assumes that such Options,
and the Common Stock acquired upon exercise of the Options, will
be held as capital assets (as defined in Section 1221 of the
Code) by the holders thereof. This discussion does not purport
to deal with all aspects of U.S. Federal income taxation that
might be relevant to particular holders in light of their per-
sonal circumstances or status, nor does it discuss state, local
or foreign income tax consequences. EACH STOCKHOLDER IS
STRONGLY URGED TO CONSULT WITH HIS OWN TAX ADVISORS WITH RESPECT
TO THESE MATTERS.
Under Section 305 of the Code, a stockholder's receipt of
Options pursuant to the Purchase Plan will not be subject to
U.S. Federal income tax. A stockholder's basis in the Options
will be treated as zero so long as either (1) both (a) the value
of the Options at the time of receipt is less than 15% of the
value of the Common Stock in respect of which the Options were
distributed (which the Company expects to be the case) and (b)
such stockholder does not otherwise elect to allocate his basis
in such Common Stock among such Common Stock and the Options in
accordance with Section 307(a) of the Code, or (2) such Options
are allowed to lapse.
No gain or loss will be recognized for U.S. Federal income
tax purposes by holders of the Options upon the exercise of the
Option and acquisition of the Common Stock of the Company. A
holder's tax basis in the Common
6<PAGE>
<PAGE>
Stock received on exercise of the Options will equal the sum of
his tax basis, if any, in the Options plus the exercise price
paid. The holding period of the Common Stock received on the
exercise of the Options will commence on the date of exercise
and will not include the holding period of the Options.
If Options acquired pursuant to the Purchase Plan are not
exercised and are allowed to expire, no gain or loss will be
recognized by the holder of such Options.
CERTAIN RESALE RESTRICTIONS
Shares acquired by affiliates of the Company pursuant to
the Plans will, be subject to certain resale restrictions. Rule
144 imposes a volume limit on the amount of securities which
each affiliate of an issuer, as well as each holder of
"restricted" securities, may sell during any three-month period
and limits on the manner in which such sales may be made.
"Restricted" shares are shares which have not been registered
under the Securities Act of 1933 in reliance upon an exemption
which restricts their resale. "Restricted" securities may only
be sold if they are subsequently registered for resale or if
resale is authorized under an applicable exemption from
registration, such as Rule 144.
USE OF PROCEEDS
To the extent stockholders participate in the Dividend
Reinvestment Plan and receive dividends in stock rather than
cash, the cash savings to the Company will increase its working
capital. The proceeds from the sale of Common Stock under the
Purchase Plan will also increase the Company's working capital.
The Company believes that it will benefit from investment by
stockholders on a continuing basis. Such investment should
assist it and the Bank to maintain and expand their operations
and business activities.
PLAN OF DISTRIBUTION
The Company will not engage any outside broker-dealers in
connection with the sale of shares of the Common Stock pursuant
to the Plans. Certain directors and executive officers of the
Company will assist the Company in the administration of the
Plans. None of such directors and executive officers will
receive compensation for such services. None of such directors
and executive officers are registered as securities brokers or
dealers under federal or applicable state securities laws, nor
are any of such persons affiliated with any broker or dealer.
Because none of such persons are in the business of either
effecting securities transactions for others or buying and
selling securities for their account, they are not required to
register as broker or dealers under the federal securities laws.
In addition, the proposed activities of such directors and
executive officers are exempted from registration pursuant to a
specific safe-harbor provision under Rule 3a4-1 under the 1934
Act. Substantially similar exemptions from registration are
available under applicable state securities laws.
INDEMNIFICATION
Under the Company's Articles of Incorporation, the Company
shall indemnify a present or former director or officer of the
company in connection with a proceeding to the fullest extent
permitted by Section 2-418 of the Maryland General Corporation
Law. Such section provides that a Maryland corporation may
indemnify any director or officer made a party to any civil,
criminal, administrative or investigative proceeding by reason
of serving in such capacity unless it is established that (a)
the act or omission of such person was material to the matter
giving rise to the proceeding and either was committed in bad
faith or was the result of active and deliberate dishonesty, (b)
the person actually received an improper personal benefit, or
(c) in the case of a criminal proceeding, the person had
reasonable cause to believe the act or omission was unlawful.
The indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses (including attorneys' fees)
actually incurred in connection with the proceeding.
7<PAGE>
<PAGE>
The Company has been advised that, insofar as indemnification
for liabilities under the Securities Act of 1933 may be
permitted under these provisions, it is the position of the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.
EXPERTS
The Company's Consolidated Financial Statements at and for
the years ended December 31, 1998, 1997 and 1996 that are
incorporated into this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1998 were audited by Trice & Geary LLC, independent audi-
tors, as set forth in their report thereon, and are included in
reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been
passed upon for the Company by Housley Kantarian & Bronstein,
P.C., Washington, D.C.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and accordingly
files reports and other information with the SEC. These reports
and other information can be inspected and copied at the
Commission's public reference facilities in Washington, D.C.,
and at 7 World Trade Center, Suite 1300, New York, NY 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
IL 60661.
Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. You may obtain information on
the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The SEC maintains a Web site that
contains reports and other information regarding the Company and
other registrants that file electronically with the SEC: The
SEC's website address is http://www.sec.gov. The Company main-
tains a website at http://www.thebankofglenburnie.com.
Since its inception the Company has and intends to continue
to make available to its stockholders annual reports containing
financial information that has been examined and reported upon,
with an opinion expressed by, an independent firm of certified
public accountants.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company which have been
previously filed with the Commission are incorporated by
reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1998; and
(b) the description of the Company's Common Stock
contained in its Form 8-A, dated March 31, 1998.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the
termination of any offering of securities made by this
Prospectus shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective
dates of filing such documents. Any statement contained herein
or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement
8<PAGE>
<PAGE>
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the foregoing
documents incorporated by reference (other than exhibits to such
documents which are not specifically incorporated by reference
in such documents). Requests for such copies should be directed
to Glen Burnie Bancorp, Corporate Secretary, 101 Crain Highway,
S.E., P.O. Box 70, Glen Burnie, Maryland 21060.
9
<PAGE>
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and
distribution of the securities to be registered are as follows:
SEC registration fees $ 1,458
Blue Sky fees and expenses 3,785
Legal fees and expenses 60,000
Printing and Engraving 7,500
Accounting fees and expenses 7,500
Miscellaneous 2,500
---------
Total $ 82,743
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to
receive indemnification in connection with any proceeding to the
fullest extent permitted by Section 2-418 of the Corporations
and Associations Article of the Annotated Code of Maryland.
Such section provides that a corporation may indemnify any
director or officer made a party to any civil, criminal,
administrative or investigative proceeding by reason of serving
in such capacity unless it is established that (a) the act or
omission of such person was material to the matter giving rise
to the proceeding and either was committed in bad faith or was
the result of active and 0deliberate dishonesty, (b) the person
actually received an improper personal benefit, or (c) in the
case of a criminal proceeding, the person had reasonable cause
to believe the act or omission was unlawful. The indemni-
fication may be against judgments, penalties, fines, settle-
ments, and reasonable expenses (including attorneys' fees)
actually incurred in connection with the proceeding. However,
if the proceeding was by or in the right of the corporation,
indemnification may not be made if the person is adjudged to be
liable to the corporation. The corporation must indemnify
directors and officers for expenses incurred in contesting any
such proceeding if such persons are successful on the merits,
unless the corporation's articles of incorporation limit such
indemnification (the Company's Articles do not). Determination
that the indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum of
disinterested directors (or a committee of disinterested
directors), by special legal counsel chosen by disinterested
directors (or a committee of disinterested directors) or by a
majority vote of disinterested stockholders. A corporation may
purchase and maintain insurance on behalf of any director or
officer against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's
position whether or not the corporation would have the power to
indemnify against such liability under Maryland law. A corpora-
tion must report any indemnification or advance of expenses to a
director or officer arising out of a proceeding by or in the
right of the corporation to the stockholders of the corporation.
The Company maintains director and officer liability
insurance. The scope of such insurance is essentially the same
as the indemnification provisions outlined above.
II-1
<PAGE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit List
------------
* 4.1 Articles of Incorporation. Incorporated herein
by reference to Exhibit 3.1 to the Annual Report
on Form 10-K of Glen Burnie Bancorp for its
Fiscal Year Ended December 31, 1998
* 4.2 By-Laws. Incorporated herein by reference to
Exhibit 3.2 to the Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 1998
* 4.3 Glen Burnie Bancorp and The Bank of Glen Burnie
Shareholder Rights Plan. Incorporated by
reference to the Form 8-K filed on March 2, 1998
4.4 Glen Burnie Bancorp Stockholder Purchase Plan,
as amended
* 5 Opinion of Housley Kantarian & Bronstein, P.C.
23.1 Consent of Trice & Geary LLC
* 23.2 Consent of Housley Kantarian & Bronstein, P.C.
(included in their opinion filed as Exhibit 5)
* 24 Power of Attorney (reference is made to the
signature page of the Form S-1 as originally
filed, Registration Number 333-37073)
- -----------
* Previously filed.
ITEM 17. UNDERTAKING
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
To include any material information with respect to
the plan of distribution not previously disclosed in the regis-
tration statement or any material change to such information in
the registration statement.
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the success-
ful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate juris-
diction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Glen Burnie, State of Maryland, on
April 16, 1999.
GLEN BURNIE BANCORP
By: /s/ F. William Kuethe, Jr.
------------------------------
F. William Kuethe, Jr.
President and Chief Executive
Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
[CAPTION]
<TABLE>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ F. William Kuethe, Jr. President and Director April 16, 1999
- ---------------------------- (Principal Executive Officer)
F. William Kuethe, Jr.
/s/ John E. Porter * Chief Financial Officer April 16, 1999
- ----------------------------- (Principal Financial and
John E. Porter Accounting Officer)
/s/ John E. Demyan * Chairman of the Board, Director April 16, 1999
- ------------------------------
John E. Demyan
/s/ Theodore L. Bertier, Jr. * Director April 16, 1999
- ------------------------------
Theodore L. Bertier, Jr.
/s/ Shirley E. Boyer Director April 16, 1999
- ------------------------------
Shirley E. Boyer
/s/ Thomas Clocker * Director April 16, 1999
- ------------------------------
Thomas Clocker
/s/ Alan E. Hahn * Director April 16, 1999
- ------------------------------
Alan E. Hahn
<PAGE>
<PAGE>
/s/ Charles L. Hein * Director April 16, 1999
- ------------------------------
Charles L. Hein
/s/ F.W. Kuethe, III * Director April 16, 1999
- ------------------------------
F. W. Kuethe, III
/s/ Eugene P. Nepa * Director April 16, 1999
- ------------------------------
Eugene P. Nepa
/s/ William N. Scherer, Sr. * Director April 16, 1999
- ------------------------------
William N. Scherer, Sr.
/s/ Karen Thorwarth * Director April 16, 1999
- ------------------------------
Karen Thorwarth
/s/ Mary L. Wilcox * Director April 16, 1999
- ------------------------------
Mary L. Wilcox
*By: /s/ F. William Kuethe, Jr.
--------------------------
F. William Kuethe, Jr.
Attorney-in-fact
/TABLE
<PAGE>
<PAGE>
EXHIBIT 4.4
GLEN BURNIE BANCORP
STOCKHOLDER PURCHASE PLAN
1. PURPOSES:
The purposes of this Plan are:
(a) To encourage eligible stockholders to acquire
additional shares of common stock in the Corporation.
(b) To furnish existing stockholders with incentive to
increase their investment in the Corporation.
(c) To provide additional capital for the growth and
stability of the Corporation.
2. DEFINITIONS:
The following words or terms used herein have the following
meaning:
(a) The word "Corporation" means Glen Burnie Bancorp, a
Maryland chartered bank holding company.
(b) The "Plan" shall mean this Glen Burnie Bancorp
Stockholder Purchase Plan.
(c) "Board" shall mean the Board of Directors of Glen
Burnie Bancorp.
(d) "Shares," "Stock" or "Common Stock" shall mean shares
of $10.00 par value common stock of Glen Burnie
Bancorp.
(e) The "Committee' shall mean the committee appointed by
the Board to administer the Plan.
(f) "Option" shall mean the right of a Stockholder 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
Stockholder 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
three (3) months after the Date of Grant.
(i) "Option Period" shall mean the period commencing upon
the Date of Grant and ending on the earlier of the
date of exercise or the expiration of the option.
(j) "Purchase Price" shall mean fair market value, as
determined by the latest sale consummated by Legg
Mason Wood Walker prior to a Date of Grant provided
that in no event shall the Purchase Price be less than
the par value of the Shares.
(k) "Stockholder" shall mean any Stockholder of record of
the Corporation as of the record date for the grant of
an Option.
3. ELIGIBILITY:
Any Stockholder of the Corporation who wishes to participate may
do so under the terms of this Plan.
4. STOCKS:
The number of Options to be granted shall be determined by
the Board each quarter. Each Option granted shall entitle
its recipient to purchase one Share. The aggregate number
of Shares that may be issued pursuant to the Plan shall not
exceed One Hundred Thousand (100,000) Shares. Shares
optioned and not exercised shall continue to be available
for inclusion in any subsequent Options that may be granted
under the Plan. In no event may any Stockholder be granted
Options for stock of a value of more than $3,000.00 per
quarter or less than a minimum of $50.00 in stock. The
number of Shares represented by this Plan will be adjusted
for stock splits and stock dividends subsequent to the date
the Plan is adopted.
5. ADMINISTRATION:
The Stockholder Purchase Plan shall be administrated by a
Committee including at least three members, namely, the
Chairman of the Board of Directors, the Chief Executive
Officer of the Corporation and one member of the Board of
Directors other than the above named, who is elected
annually by the Board of Directors at the organizational
meeting. A majority of the Committee shall constitute a
quorum. All determinations of the Committee shall be made
by a majority of its members.
Subject to the express provisions of the Plan, the
Committee shall also have the power and authority to
construe and interpret the Plan and the respective Options
granted thereunder, and to make all other determinations
necessary or advisable for administering the Plan. Such
interpretations shall be final and binding on all parties.
6. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTIONS:
All Stockholders shall be notified, in writing, by the
Corporation of the grant of any Option or Options. If any
eligible Stockholder elects to exercise the Option within
the option period, he may invest no less than $50.00 nor
more than $3,000.00 in the purchase of additional shares of
stock. If there is not sufficient stock to meet the demand
of all eligible Stockholders, the stock will be prorated
among the Stockholders in proportion to the amount that
they requested. For the purposes of this Plan all persons
listed on a Certificate of Stock shall be counted as one
Stockholder.
2
<PAGE>
<PAGE>
7. OPTION PRICE:
The exercise price under any Option granted pursuant to
this Plan shall be the Purchase Price as defined in this
Plan.
8. METHOD OF PAYMENT:
The Purchase Price shall be paid in full at the time an
Option is exercised under the Plan. Promptly after the
exercise of an Option and the full payment of the Purchase
Price, the purchasing Stockholder shall be entitled to the
issuance of a stock certificate evidencing ownership of
purchased Shares. A purchasing Stockholder shall have none
of the rights of a Stockholder with respect to Shares under
Option as provided in the Plan until such Shares are
issued, and no adjustment win be made for dividends or
other rights for which the record date is prior to the date
such stock certificate is issued.
9. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE:
Options granted to Stockholders under the Plan are exer-
cisable during such Stockholder's lifetime, only by the
Stockholder. Options may not be sold, transferred (other
than by will or the laws of descent and distribution),
pledged, or otherwise disposed or encumbered.
10. AMENDMENT AND TERMINATION:
The Board of Directors may terminate, amend, or revise the
Plan with respect to any Shares on which Options have not
been granted. Neither the Board nor the Committee may,
without the consent of the holder of an Option, alter or
impair any Option previously granted under the Plan, except
as authorized herein. 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 Stockholders of Glen Burnie Bancorp.
11. DEATH:
If a Stockholder dies without having fully exercised his
Options under this Plan, the executors or administrators
(personal representatives), or the legatees or heirs to his
estate, shall have the right to exercise such Options prior
to their expiration to the extent that such deceased Stock-
holder was entitled to exercise the Options on the date
of death.
12. COMMENCEMENT OF PLAN:
The Plan shall not take effect until approved by the Board
of Directors in accordance with the approval given at the
March 14, 1996 Annual Meeting of Stockholders.
3
<PAGE>
<PAGE>
13. GOVERNMENTAL APPROVALS OR CONSENTS:
The Plan and any Options granted thereunder are subject to
any governmental approvals or consent that may 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 Glen Burnie
Bancorp, to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits
under the Internal Revenue Code or laws of any State.
4
<PAGE>
EXHIBIT 23.1
[TRICE & GEARY LLC LETTERHEAD]
April 19, 1999
Board of Directors
Glen Burnie Bancorp
We hereby consent to the incorporation by reference of our
report dated January 22, 1999 included or incorporated by
reference in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 and to the references to our firm
under the heading "Experts" in the prospectus included in
Post-Effective Amendment No. 2 on Form S-3 to the Registration
Statement for the Registrant's Dividend Reinvestment and Stock
Purchase Plan and Stockholder Purchase Plan (File No.
333-37073).
Sincerely,
/s/ Trice & Geary LLC
TRICE & GEARY LLC
