<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [x] Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
GLEN BURNIE BANCORP
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction
applies:
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2. Aggregate number of securities to which transaction
applies:
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3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
------------------------------------------------------
5. Total fee paid:
------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3 Filing Party:
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4. Date Filed:
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[GLEN BURNIE BANCORP LETTERHEAD]
April 11, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting
of Stockholders of Glen Burnie Bancorp (the "Company") to be
held at La Fontaine Bleu, 7514 Ritchie Highway, Glen Burnie,
Maryland on Thursday, May 11, 2000 at 2:00 p.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting which includes
the election of directors and authorization for the Board of
Directors to select the Company's auditors for the 2000 fiscal
year.
Enclosed with this proxy statement are a proxy card and an
Annual Report to Stockholders for the 1999 fiscal year. During
the meeting, we will report on the operations of the Company's
wholly-owned subsidiary, The Bank of Glen Burnie. Directors and
officers of the Company as well as representatives of Trice
Geary & Myers LLC, our independent auditors, will be present to
respond to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This
will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Your vote is important, regardless of the number of shares you
own. If you plan to attend the meeting, please check the box on
the enclosed form of proxy.
Sincerely,
/s/ John E. Demyan /s/ F. William Kuethe, Jr.
John E. Demyan F. William Kuethe, Jr.
Chairman President and Chief
Executive Officer
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________________________________________________________________
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
(410) 766-3300
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of
Stockholders (the "Annual Meeting") of Glen Burnie Bancorp (the
"Company") will be held at La Fontaine Bleu, 7514 Ritchie
Highway, Glen Burnie, Maryland on Thursday, May 11, 2000 at 2:00
p.m., Eastern Time.
A proxy statement and proxy card for the Annual Meeting
accompany this notice.
The Annual Meeting has been called for the following
purposes:
1. To elect four directors;
2. To authorize the Board of Directors to select an
outside auditing firm for the 2000 fiscal year;
and
3. To transact such other business as may properly
come before the Annual Meeting or any
adjournments thereof.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on April 3, 2000 are the only stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
You are requested to complete and sign the accompanying
proxy card which is solicited by the Board of Directors and to
mail it promptly in the accompanying envelope. The proxy card
will not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dorothy A. Abel
DOROTHY A. ABEL
SECRETARY
Glen Burnie, Maryland
April 11, 2000
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
PROXY STATEMENT
OF
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 2000
________________________________________________________________
GENERAL
________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Glen Burnie
Bancorp (the "Company") to be used at the 2000 Annual Meeting of
Stockholders of the Company and any adjournments or
postponements thereof (hereinafter called the "Annual Meeting")
which will be held at La Fontaine Bleu, 7514 Ritchie Highway,
Glen Burnie, Maryland on Thursday, May 11, 2000 at 2:00 p.m.,
Eastern Time. The accompanying Notice of Annual Meeting and
form of proxy and this Proxy Statement are being first mailed to
stockholders on or about April 11, 2000.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE GIVEN, PROXIES WILL BE VOTED FOR THE
NOMINEES NAMED BELOW AND FOR THE PROPOSAL TO AUTHORIZE THE BOARD
OF DIRECTORS TO SELECT AN AUDITING FIRM. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and with respect to matters incident to the conduct of the
Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker no votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting
and all adjournments thereof. Proxies may be revoked by written
notice to Dorothy A. Abel, the Secretary of the Company, at the
address above or by the filing of a later dated proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
A proxy will not be voted if a stockholder attends the Annual
Meeting and votes in person. The presence of a stockholder at
the Annual Meeting will not revoke such stockholder's proxy.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, par value $1.00 per share
(the "Common Stock"). Stockholders of record as of the close of
business on April 3, 2000 (the "Record Date") are entitled to
one vote for each share then held. At the Record Date, the
Company had 1,098,939 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a
majority of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute
a quorum at the Annual Meeting.
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Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports with
respect to such ownership pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"). The following table sets
forth, as of the Record Date, certain information as to the
Common Stock beneficially owned by all persons who were known to
the Company to beneficially own more than 5% of the Common Stock
outstanding at the Record Date and by all directors, nominees
and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OF COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING
- ------------------- ----------------- -----------------
<S> <C> <C>
John E. and Margarette Z. Demyan
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061 113,238 (2) 10.30%
F. William and Beverly F. Kuethe, Jr.
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061 87,623 (3) 7.97%
Eugene P. Nepa
13 First Street
Annapolis, Maryland 21401 108,653 (4) 9.89%
Charles L. and Ruth G. Hein
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061 58,663 (5) 5.33%
All directors, nominees and executive
officers as a group (14 persons) 310,155 28.22%
<FN>
___________
(1) Rounded to nearest whole share. For purposes of this table, a person is
deemed to be the beneficial owner of any shares of Common Stock if he or she
has or shares voting or investment power with respect to such Common Stock
or has a right to acquire beneficial ownership at any time within 60 days
from the Record Date. As used herein, "voting power" is the power to vote
or direct the voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. Except as otherwise noted,
ownership is direct, and the named individuals or group exercise sole voting
and investment power over the shares of the Common Stock. For information
relating to the number of shares of Common Stock beneficially owned by each
director of the Company, see "Proposal I -- Election of Directors."
(2) Includes 4,570 shares held by Mr. Demyan individually and 4,730 shares held
by Mrs. Demyan individually.
(3) Includes 33,792 shares held by Mr. Kuethe individually or jointly with
others and 24,000 shares held by Mrs. Kuethe individually.
(4) Includes 92,660 shares held by the Eugene P. Nepa Revocable Trust and 13,098
shares held in Mr. Nepa's Individual Retirement Account ("IRA").
(5) Includes 30,022 shares held by Mr. Hein individually or jointly with others
and 20,519 shares owned by Mrs. Hein individually or jointly with others.
</FN>
</TABLE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Board of Directors currently consists of 12 directors.
Under the Company's Articles of Incorporation, directors are
divided into three classes and elected for terms of three years
each and until their successors are elected and qualified. The
Board has nominated Charles L. Hein, Alan E. Hahn, Shirley E.
Boyer and John I. Young for election as directors to serve for
terms of three years each and until their successors are elected
and qualified. John I. Young was appointed to the Board of
Directors in February to fill the vacancy created by the
resignation of Eugene P.
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Nepa. Under Maryland law, directors are elected by a
plurality of all votes cast at a meeting at which a quorum is
present.
Unless contrary instruction is given, the persons named in
the proxies solicited by the Board of Directors will vote each
such proxy for the election of the named nominees. If any of
the nominees is unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of
Directors may recommend or the Board of Directors may reduce the
size of the Board to eliminate the vacancy. At this time, the
Board does not anticipate that any nominee will be unavailable
to serve.
The following table sets forth, for each nominee and each
continuing director, his or her name, age as of the Record Date,
the year he or she first became a director of the Company, the
expiration of his or her current term, the amount and nature of
their beneficial ownership of the Common Stock and the percent
of such shares outstanding. Each nominee and continuing
director is also a member of the Board of Directors of The Bank
of Glen Burnie (the "Bank") and GBB Properties, Inc. ("GBB
Properties"). There are no known arrangements or
understandings between any director or nominee for director of
the Company and any other person pursuant to which such director
or nominee has been selected as a director or nominee.
<TABLE>
<CAPTION> AMOUNT AND
CURRENT NATURE OF
DIRECTOR TERM BENEFICIAL PERCENT
NAME AGE SINCE TO EXPIRE OWNERSHIP (1) OF CLASS
------ --- -------- --------- ------------ --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2003
<S> <C> <C> <C> <C> <C>
Charles L. Hein 78 1997 2000 58,663 (2) 5.33%
Alan E. Hahn 64 1997 2000 6,970 (3) 0.63%
Shirley E. Boyer 63 1995 2000 7,212 (4) 0.66%
John I. Young 62 1999 2000 676 (5) 0.06%
DIRECTORS CONTINUING IN OFFICE
F. William Kuethe, Jr. 67 1995 2001 87,623 (6) 7.97%
Thomas Clocker 65 1995 2001 4,370 (7) 0.40%
William N. Scherer, Sr. 76 1995 2001 4,428 (8) 0.40%
Karen B. Thorwarth 42 1995 2001 782 0.07%
John E. Demyan 52 1995 2002 113,238 (9) 10.30%
Theodore L. Bertier, Jr. 71 1997 2002 9,991 (10) 0.91%
F. W. Kuethe, III 40 1992 2002 14,777 (11) 1.34%
Mary Lou Wilcox 51 1997 2002 713 0.06%
<FN>
____________
(1) Rounded to nearest whole share. For the definition of "beneficial
ownership," see footnote 1 to the table in the section entitled "Voting
Securities and Principal Holders Thereof." Unless otherwise noted,
ownership is direct and the named individual has sole voting and investment
power.
(2) Includes 17,948 shares as to which he shares voting and investment power,
20,118 shares held as trustee and 20,519 shares held by his spouse as to
which he disclaims beneficial ownership.
(3) Includes 2,947 shares to which he shares voting and investment power and
3,802 shares held in his IRA.
(4) Includes 6,531 shares as to which she shares voting and investment power.
(5) Includes 576 shares as to which he shares voting and investment power.
(6) Includes 45,404 shares as to which he shares voting and investment power and
24,000 shares held by his spouse as to which he disclaims beneficial
ownership.
-3-
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(7) Includes 3,559 shares as to which he shares voting and investment power.
(8) Includes 4,014 shares as to which he shares voting and investment power.
(9) Includes 103,938 shares as to which he shares voting and investment power
and 4,730 shares held by his spouse as to which he disclaims beneficial
ownership.
(10)Includes 368 shares as to which he shares voting and investment power and
921 shares beneficially owned by his spouse as to which he disclaims
beneficial ownership.
(11)Includes 11,882 shares as to which he shares voting and investment power and
2,612 shares beneficially owned by his spouse as to which he disclaims
beneficial ownership.
</FN>
</TABLE>
Presented below is certain information concerning the
nominees and directors continuing in office. Unless otherwise
stated, all directors and nominees have held the positions
indicated for at least the past five years.
CHARLES L. HEIN is a Glen Burnie native. He has dedicated
nearly 40 years to the Episcopal Church, serving as Pastor of
the St. Thomas Episcopal Church in Towson, Maryland until
his retirement in 1989. During his tenure, he served on the
Vestry (the parish governing body) as President and is currently
the Supply Clergyman at the Church of the Ascension in Scarboro,
Maryland. He is also a purchaser and restorer of residential
properties and mortgagee of residential properties in Baltimore
County.
ALAN E. HAHN has 10 years of experience managing electronic
data in the banking industry along with planning, administering
and evaluating data systems. He served 20 years with the United
States Air Force before retiring and continuing his work in
information systems. He currently serves as Chairman of the
Bank's Data Processing Committee. Mr. Hahn is the owner/manager
of various residential properties in Anne Arundel County,
Maryland.
SHIRLEY E. BOYER is the owner/manager of a large number of
residential properties in Anne Arundel County, Maryland. She
has 13 years experience in the local banking industry where she
was give progressive responsibilities, holding positions from
Teller to Assistant Branch Manager.
JOHN I. YOUNG serves as Executive Vice President and Chief
Operating Officer of the Bank, a position to which he was
appointed in December 1999 after joining the Bank as Senior Vice
President in March 1999. Prior to joining the Bank, he had been
president of Young-Harris, Inc., a financial industry consulting
company since 1980. He is a member of several banking
professional organizations including the Independent Community
Bankers Association and the Maryland Bankers Association and
currently holds the position of President of the St. Andrew's
Society of Baltimore.
F. WILLIAM KUETHE, JR. has served as President and Chief
Executive Officer of the Company and the Bank since 1995. He
also served as a director of the Bank from 1960 through
1989. He was formerly President of Glen Burnie Mutual Savings
Bank from 1960 through 1995. Mr. Kuethe, a former licensed
appraiser and real estate broker, has banking experience at all
levels. F. William Kuethe, Jr. is the father of Frederick W.
Kuethe, III.
THOMAS CLOCKER has been the owner/operator of Angel's Food
Market in Pasadena, Maryland since 1960. He served on the
Mid-Atlantic Food Association's board of directors for nine
years and is a founding member of the Pasadena Business
Association. Mr. Clocker is actively involved in the community
as a supporter of local schools, athletic associations and
scouting groups.
WILLIAM N. SCHERER, SR. has been a member of the local
business community since 1952 when he owned and operated an
accounting and tax business. After graduating from law school
in 1962, he opened a law practice in Glen Burnie. He currently
specializes in wills and estates. He has also operated
Scherer's Market in Jessup, Maryland since 1960.
-4-
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<PAGE>
KAREN B. THORWARTH is a Certified Insurance Counselor and
licensed agent. With 20 years of experience, she specializes in
underwriting and marketing private pleasure yacht insurance.
From 1979-1997, she was employed by Basil-Voges, Inc., an
insurance agency in Annapolis, Maryland and she currently serves
that company on a contractual basis.
JOHN E. DEMYAN has been Chairman of the Board of the
Company, the Bank and GBB Properties since 1995. He previously
served as a director of the Company and the Bank from 1990
through 1994. He completed the Maryland Banking School in 1994.
He is the owner and manager of commercial and residential
properties in northern Anne Arundel County, Maryland. Mr.
Demyan is also a commercial multi-engine pilot and flight
instructor. He is an active volunteer with Angel
Flight Mid-Atlantic, an organization which provides free air
transportation for medical treatments to individuals who have
exhausted their resources as a result of their medical
condition.
THEODORE L. BERTIER, JR. retired as manager of the design
and drafting department of Westinghouse Electric Corp. in 1993.
He has more than 40 years of business and financial management
experience. He served as a director of the Bank from 1970
through 1995. Mr. Bertier was a member of the Maryland General
Assembly from 1962 to 1970 where he served as both a delegate
and a senator.
FREDERICK W. KUETHE, III has been a Vice President of the
Company since 1995 and a director of the Bank since 1988. In
addition to his active participation on the board, he also works
in software design and systems integration at Northrop Grumman
Corp. (formerly Westinghouse Electric Corporation). He is
chairman of the Audit Committee. and a graduate of the Maryland
Banking School. Frederick W. Kuethe, III is the son of F.
William Kuethe, Jr.
MARY LOU WILCOX is a kindergarten teacher at Belle Grove
Elementary School in Brooklyn Park, Maryland. She is an active
member of the community and has served on the Glen Burnie
Improvement Association's Carnival Banking Committee for over 20
years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors holds regular monthly meetings and
special meetings as needed. During the year ended December 31,
1999, the Board of Directors met 12 times. No director attended
fewer than 75% of the total number of meetings of the Board of
Directors of the Company or the Bank held during 1999 and the
total number of meetings held by all committees on which the
director served during such year.
The Bank's Audit Committee acts as the audit committee for
the Company and currently consists of Directors Frederick W.
Kuethe, III, William N. Scherer, Sr., Shirley E. Boyer, Karen B.
Thorwarth and Alan E. Hahn. The Audit Committee monitors
internal accounting controls and meets with the Bank's Internal
Auditor to review internal audit findings, and meets with the
Company's independent auditors regarding these internal controls
to assure full disclosure of the Company's financial condition.
During the year ended December 31, 1999, the Audit Committee met
12 times.
The Bank's Employee Compensation and Benefits Committee acts
as the compensation committee for the Company and is composed of
Directors Shirley E. Boyer, F. William Kuethe, Jr., John E.
Demyan, Theodore L. Bertier, Jr., William N. Scherer, Sr., John
I. Young and Frederick W. Kuethe, III. The purpose of the
Compensation Committee is to evaluate and ascertain the
appropriateness of compensation levels pertaining to the
officers of the Bank. This Committee met seven times during
1999.
The Company's full Board of Directors acts as a nominating
committee for the annual selection of its nominees for election
as directors. While the Board of Directors will consider
nominees recommended by stockholders, it has not actively
solicited recommendations from the Company's stockholders for
nominees, nor established any procedures for this purpose. The
Board of Directors held one meeting during 1999 in order to make
nominations for directors.
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DIRECTOR COMPENSATION
DIRECTOR'S FEES. Currently, all directors are paid a fee of
$700 for each combined regular or special meeting of the Company
and the Bank attended, with fees paid for one excused absence.
In addition to foregoing director's fees, Mr. Demyan is
compensated at the rate of $25,000 per annum for the additional
responsibilities of serving as the Chairman of the Board.
Directors (other than John E. Demyan, F. William Kuethe, Jr. and
John I. Young who receive no fees for committee meetings) are
paid an additional fee of $100 for each committee meeting
attended with fees paid for up to two excused absences.
EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN. The
Bank's Board of Directors has adopted The Bank of Glen Burnie
Executive and Director Deferred Compensation Plan pursuant
to which participating directors may elect to defer all or a
portion of their fees on a pre-tax basis. Deferred fees are
held in a trust account and invested as directed by the
participant. Participants are fully vested in their accounts at
all times and may elect to have their accounts paid out in a
lump sum or in equal installments over a period of five, ten or
fifteen years beginning on a date no earlier than three years
after the initial deferral election. Upon a participant's
death, any amounts remaining in their account will be paid to
their beneficiaries.
DIRECTOR STOCK PURCHASE PLAN. The Company maintains a
Director Stock Purchase Plan (the "Director Plan") pursuant to
which directors may purchase the Common Stock at a price equal
to its fair market value on the date an option is granted. At
December 31, 1999, there were 20,000 shares of Common Stock
reserved for issuance under the Director Plan. The Director
Plan was suspended in 1996 and no options are currently
outstanding under the Director Plan.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth
information regarding the cash and noncash compensation awarded
to or earned during the past three fiscal years by the Company's
Chief Executive Officer and by each executive officer whose
salary and bonus earned in fiscal year 1999 exceeded $100,000
for services rendered in all capacities to the Company and its
subsidiaries.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
F. William Kuethe, Jr. 1999 $80,000 $12,000 $ -- $10,242 (1)
President and Chief 1998 83,077 6,000 -- 13,503
Executive Officer 1997 80,000 -- -- 14,006
<FN>
____________
(1) Mr. Kuethe's "Other Compensation" for 1999 consisted of $1,842 in
paid insurance premiums and $8,400 in directors' fees.
</FN>
</TABLE>
TRANSACTIONS WITH MANAGEMENT
All currently outstanding loans to directors and executive
officers were made in the ordinary course of business of the
Bank and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve
more than the normal risk of collectibility or present other
unfavorable features.
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________________________________________________________________
PROPOSAL II -- AUTHORIZATION FOR APPOINTMENT OF AUDITORS
________________________________________________________________
Trice Geary & Myers LLC, which was the Company's
independent auditing firm for the 1999 fiscal year, is expected
to be retained by the Board of Directors to be the Company's
independent auditors for the 2000 fiscal year. A representative
of Trice Geary & Myers LLC is expected to be present at the
Annual Meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement
if he or she so desires. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO
SELECT AN OUTSIDE AUDITING FIRM FOR THE ENSUING YEAR.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement and matters incident to the
conduct of the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of
the named proxies.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
ten percent of the outstanding Common Stock ("Reporting Person")
are required to file reports detailing their ownership and
changes of ownership in such Common Stock, and to furnish the
Company with copies of all such reports. Based on the Company's
review of such reports which the Company received during the
last fiscal year, or written representations from Reporting
Persons that no annual report of change in beneficial ownership
was required, the Company believes that, with respect to the
last fiscal year, all persons subject to such reporting
requirements have complied with the reporting requirements,
except for Eugene P. Nepa who failed to timely file two Form 4s.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation therefor.
The Company's 1999 Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of
record as of the close of business on the Record Date with this
Proxy Statement. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary
of the Company. Such Annual Report is not to be treated as a
part of the proxy solicitation material or as having been
incorporated herein by reference. A COPY OF THE COMPANY'S FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO TREASURER, GLEN BURNIE BANCORP, 101 CRAIN HIGHWAY,
S.E., GLEN BURNIE, MARYLAND 21061.
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________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's executive office at 101 Crain Highway,
S.E., Glen Burnie, Maryland 21061 no later than December 13,
2000. Any such proposals shall be subject to the requirements
of the proxy rules adopted by the Securities and Exchange
Commission under the Exchange Act. Stockholder proposals, other
than those submitted pursuant to the Exchange Act, may be
introduced at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dorothy A. Abel
DOROTHY A. ABEL
SECRETARY
Glen Burnie, Maryland
April 11, 2000
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<PAGE>
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REVOCABLE PROXY
GLEN BURNIE BANCORP 2000 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints F. William
Kuethe, Jr., John E. Demyan and William N. Scherer, Sr., or a
majority of them, with full powers of substitution, as
attorneys-in-fact and agents for the undersigned, to vote all
shares of Common Stock of Glen Burnie Bancorp which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at La Fontaine Bleu, 7514 Ritchie
Highway, Glen Burnie, Maryland on Thursday, May 11, 2000 at 2:00
p.m., Eastern Time (the "Annual Meeting"), and at any and all
adjournments thereof, as indicated below and as determined by a
majority of the named proxies with respect to any other matters
presented at the Annual Meeting.
VOTE FOR
FOR WITHHELD EXCEPT
--- -------- ------
1. To elect as directors all
nominees listed below: [ ] [ ] [ ]
Charles L. Hein
Alan E. Hahn
Shirley E. Boyer
John I. Young
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY LISTED NOMINEE,
MARK THE FOR EXCEPT BOX AND INSERT THAT NOMINEE'S NAME
ON THE LINES PROVIDED BELOW.
_______________________________
_______________________________
FOR AGAINST ABSTAIN
--- ------- -------
2. To authorize the Board of
Directors to select auditors
for the 2000 fiscal year [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" the above
listed propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE
NOMINEES AND FOR PROPOSAL 2. IF ANY OTHER BUSINESS IS PROPERLY
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION
OF A MAJORITY OF THE NAMED PROXIES. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
*** PLEASE SIGN AND DATE ON THE BACK ***
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Annual
Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect. The undersigned
hereby revokes any and all proxies heretofore given with respect
to the shares of Common Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior to
the execution of this proxy of notice and a proxy statement and
a 1999 Annual Report to stockholders for the annual meeting
Dated:________ , 2000 ____________________________________
PRINT NAME OF STOCKHOLDER
______________________________________
SIGNATURE OF STOCKHOLDER
______________________________________
PRINT NAME OF STOCKHOLDER
______________________________________
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this proxy was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should
sign.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK
THIS BOX. [ ]
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
