MONOCACY BANCSHARES INC
8-K, 1998-05-21
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          Date of Report - May 20, 1998

                            MONOCACY BANCSHARES, INC.
                         -----------------------------
             (Exact name of registrant as specified in its charter)


        Maryland                   0-22536                      52-1824297
   ____________________       ______________________        __________________
State or other jurisdiction     (Commission File              (IRS Employer
   of incorporation)                Number)              Identification Number)
   
 
      222 East Baltimore Street                            
          Taneytown, Maryland                               21787
________________________________________              ____________________      
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number including area code:      (410) 756-2655         
                                                      ____________________


                                       N/A
                   __________________________________________
          (Former name or former address, if changed since last report)

<PAGE>

Item 1.  Changes in Control of Registrant.

         Not Applicable.

Item 2.  Acquisition or Disposition of Assets.

         Not Applicable.

Item 3.  Bankruptcy or Receivership.

         Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

         Not Applicable.

Item 5.  Other Events.

          Registrant  files this Current  Report on Form 8-K to submit a copy of
          Registrant's  Press  Release,   dated  May  20,  1998,  regarding  the
          resignation  of Frank W.  Neubauer,  as President and Chief  Executive
          Officer,  and the appointment of Eric E. Glass,  Chairman of the Board
          of Directors,  as acting Chief Executive Officer of the Registrant.  A
          copy of the Press  Release is  attached  as Exhibit  99,  hereto,  and
          incorporated herein by reference.

Item 6.   Resignations of Registrant's Directors.

                   Not Applicable.

Item 7.   Financial Statements and Exhibits.

          (a)      Not Applicable.

          (b)      Not Applicable.

          (c)      Exhibits

                    99  Press  Release,   dated  May  20,  1998,  regarding  the
                    resignation of Frank W. Neubauer.

Item 8.   Change in Fiscal Year.

                    Not Applicable.

<PAGE>

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                             MONOCACY BANCSHARES, INC.
                                             (Registrant)


Dated:   May 20, 1998                         /s/ Michael K. Walsch
                                              ---------------------------------
                                              Michael K. Walsch, Executive Vice
                                              President, Chief Financial Officer
                                              and Chief Operations Officer

<PAGE>

                                  EXHIBIT INDEX

                                                                    Page Number
                                                                    in Manually
Exhibit                                                          Signed Original
- -------                                                          ---------------

 99       Press Release, dated May 20, 1998,                          5
          regarding resignation of Frank W. Neubauer.


                                   EXHIBIT 99

                                  PRESS RELEASE


NEWS ABOUT                                        TANEYTOWN BANK
                                                  & TRUST COMPANY

FOR:     IMMEDIATE RELEASE                        CONTACT: MICHAEL K. WALSCH,
         May 20, 1998                             Executive Vice President/
                                                  Chief Operating Officer
                                                  410.876.3787 Or 410. 756.2655
                                                  www.taneytownbank.com


                        RESIGNATION OF FRANK W. NEUBAUER

Frank W.  Neubauer,  the  President  and Chief  Executive  Officer  of  Monocacy
Bancshares,  Inc. and of Taneytown  Bank & Trust  Company,  today  announced his
resignation  as  President,  CEO  and a  Director  of  each  company,  effective
immediately.   Mr.   Neubauer   said  that  he  was  leaving  to  pursue   other
opportunities. The Board of Directors accepted Mr. Neubauer's resignation.

The Board of Directors has appointed  Eric E. Glass,  a Bank Director since 1977
and the current  Chairman of the Board of Directors,  as acting Chief  Executive
Officer. Michael K. Walsch will continue his duties as Executive Vice President,
Chief Operating  Officer and Chief Financial  Officer of the company  continuing
his current role in directing the day to day operations of the bank reporting to
Eric E. Glass.

Mr.  Glass  stated,  "since  Mike  Walsch has been a driving  force in the banks
tremendous  success,  I am confident  that we will continue the level of service
and performance that our bank has previously achieved."

In this interim capacity, Mr. Glass will work towards this smooth transition.

Taneytown  Bank & Trust  Company is a full  service bank which  operates  eleven
branches in Carroll, Howard,  Baltimore and Adams (PA) Counties.  Taneytown Bank
Insurance  Center is a division  of the  company  that  provides a full range of
personal and commercial insurance products.  The Bank also owns and operates TBT
Insurance,  Inc., a subsidiary  offering Mutual Funds and Single Premium and IRA
Annuities.

Taneytown Bank & Trust Company is a part of Monocacy Bancshares, Inc.



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