<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
450 5th STREET, N.W.
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 1 TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
September 30, 1998
CECIL BANCORP, INC.
- ----------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 0-24926 52-1883546
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
127 North Street, Elkton, Maryland 21921
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(Address of Principal Executive Officer)
Registrant's telephone number, including area code:(410)398-1650
-------------
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1998, Cecil Bancorp, Inc. ("Cecil")
announced it had completed its acquisition of Columbian Bank, A
Federal Savings Bank ("Columbian") pursuant to which Cecil
holds Columbian as a surviving federal savings bank subsidiary
of Cecil. The acquisition was accomplished through the merger
of Columbian into a newly-formed interim subsidiary of Cecil.
The merger was accounted for as a pooling of interests.
Included in Item 7 to this Form 8-K are financial
statements disclosing 30 days of post-merger operations of Cecil
Bancorp, Inc., including the operations of Columbian, for the
period from September 30, 1998 to October 31, 1998.
For more information, reference is made to the financial
statements, attached hereto as Exhibit 99.1, which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
The following exhibits are filed herewith.
(a) Financial Statements of Businesses Acquired (see
below)
(c) Exhibits
99.1 Financial Statements of Business Acquired
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
CECIL BANCORP, INC.
------------------
(Registrant)
By: /s/ Mary B. Halsey
----------------------
Mary B. Halsey
President
Date November 30, 1998
-----------------
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-1-
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
ASSETS
-------
<TABLE>
<CAPTION>
October December
31, 1998 31, 1997
-------- --------
(Unaudited) (1)
<S> <C> <C>
Cash $ 2,098,400 $ 1,438,218
Cash - interest bearing 3,889,022 2,519,230
Federal funds sold 550,000 571,703
Investment securities
Securities held-to-maturity 5,002,197 5,842,776
Securities available-for-sale at
estimated market value 3,883,666 2,913,708
Mortgage-backed securities
Securities held-to-maturity 2,203,836 2,759,534
Securities available-for-sale at
estimated market value 921,639 1,405,483
Loans receivable, net 73,669,498 72,016,049
Loans held for sale 3,657,308 1,362,969
Real estate owned 356,480 455,568
Office properties, equipment and leasehold
improvements at cost, less accumulated
depreciation and amortization 1,038,951 1,005,974
Stock in Federal Home Loan Bank of
Atlanta - at cost 672,300 652,700
Accrued interest receivable 667,336 662,992
Mortgage servicing rights 108,294 103,605
Prepaid expenses 53,467 37,455
Deferred taxes 99,926 52,869
Other assets 15,265 65,535
----------- -----------
TOTAL ASSETS $98,887,585 $93,866,368
=========== ===========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.<PAGE>
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-2-
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
October December
31, 1998 31, 1997
-------- --------
(Unaudited) (1)
<S> <C> <C>
LIABILITIES
Savings deposits $85,704,037 $80,595,893
Advance payments by borrowers for
property taxes and insurance 569,263 842,358
Employee stock ownership debt 269,556 269,556
Other liabilities 695,581 896,226
Advances from Federal Home Loan
Bank of Atlanta 1,750,000 1,750,000
----------- -----------
TOTAL LIABILITIES 88,988,437 84,354,033
----------- -----------
COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock, $.01 par value
Authorized: 4,000,000 shares
Issued and outstanding: 598,337 shares at
October 31, 1998 and 592,869 at
December 31, 1997 5,983 5,929
Additional paid in capital 4,633,395 4,561,520
Employee stock ownership debt (269,556) (269,556)
Deferred compensation - Management
Recognition Plan (80,676) (118,361)
Retained earnings, substantially restricted 5,582,029 5,292,341
Accumulated other comprehensive income 27,973 40,462
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 9,899,148 9,512,335
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $98,887,585 $93,866,368
=========== ===========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.
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<PAGE>
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CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
<TABLE>
<CAPTION>
Month Ended Ten Months Ended
October 31, October 31,
---------------------- --------------------
1998 1997(1) 1998 1997(1)
-------- ------- -------- -------
<S> <C> <S> <S> <S>
INTEREST INCOME
Loans receivable $ 564,708 $ 547,862 $5,428,275 $5,180,040
Mortgage-backed securities 17,175 22,602 196,015 257,345
Investment securities 43,323 31,572 468,570 426,716
Other interest-earning assets 21,299 36,369 247,243 241,048
---------- ---------- ---------- ----------
Total interest income 646,505 638,405 6,340,103 6,105,149
INTEREST EXPENSE
Interest expense on deposits 344,641 334,378 3,335,316 3,169,584
Borrowings 8,529 16,472 95,644 141,156
---------- ---------- ---------- ----------
Total interest expense 353,170 350,850 3,430,960 3,310,740
Net interest income 293,335 287,555 2,909,143 2,794,409
Provision for loan losses 7,500 3,500 75,000 70,000
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 285,835 284,055 2,834,143 2,724,409
NONINTEREST INCOME (LOSS)
Loan service charges 5,765 9,841 54,999 35,001
Dividends on FHLB stock 3,652 3,006 39,985 26,231
Gain on sale of loans 1,276 33,526 42,596
Gain on sale of office properties
and equipment 44,769
Other 12,474 7,719 90,515 125,155
Checking account fees 15,246 19,604 130,834 108,666
Commission income 4,453 150 63,452 150
---------- ---------- ---------- ----------
Total noninterest income 41,590 41,596 413,311 382,568
NONINTEREST EXPENSE
Compensation and benefits 107,833 105,234 1,145,308 1,035,801
Occupancy expense 11,695 19,216 120,815 125,253
Equipment and data processing expense 22,242 18,987 209,910 181,666
SAIF deposit insurance premium 6,925 7,730 69,644 68,068
Merger expense 12 252,186
Other 47,271 53,778 521,764 558,022
---------- ---------- ---------- ----------
Total noninterest expense 195,978 204,945 2,319,627 1,968,810
---------- ---------- ---------- ----------
Income before income taxes 131,447 120,706 927,827 1,138,167
INCOME TAXES
Current 63,431 93,070 518,451 494,118
Deferred (30,869) (51,019) (27,358)
---------- ---------- ---------- ----------
Total income taxes 63,431 62,201 467,432 466,760
NET INCOME (LOSS) $ 68,016 $ 58,505 $ 460,395 $ 671,407
========== ========== ========== ==========
Earnings per common share and
common share equivalent $ .11 $ .10 $ .77 $ 1.20
========== ========== ========== ==========
Earnings per common share -
assuming full dilution $ .11 $ .13 $ .75 $ 1.50
========== ========== ========== ==========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.
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CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
<TABLE>
<CAPTION>
Month Ended Ten Months Ended
October 31, October 31,
---------------------- --------------------
1998 1997(1) 1998 1997(1)
-------- ------- -------- -------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ 68,016 $ 58,505 $ 460,395 $ 671,407
OTHER COMPREHENSIVE GAIN (LOSS)
Unrealized gains (losses) on
investment securities, net
of deferred taxes (4,105) (7,393) (12,489) 12,312
---------- ---------- ---------- ----------
COMPREHENSIVE INCOME $ 63,911 $ 51,112 $ 447,906 $ 683,719
========== ========== ========== ==========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.
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CECIL BANCORP, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
Ten Ten
Months Ended Months Ended
October 31, October 31,
1998 1997(1)
-------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest and fees received on loans
and investments $ 6,675,784 $ 6,213,648
Cash paid to suppliers and employees (2,327,569) (2,038,577)
Proceeds from sale of loans 1,249,567 2,808,790
Origination of loans held for sale (3,687,000) (2,604,100)
Interest paid (3,430,960) (3,310,740)
Income taxes paid (541,638) (171,186)
----------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (2,061,816) 897,835
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment
securities 6,645,000 5,500,000
Proceeds from maturities of mortgage-backed
securities 1,036,251 971,509
Purchases of investment securities held-to-
maturity (5,798,863) (4,995,156)
Purchases of investment securities available-
for-sale (943,750) (560,302)
Loans originated (27,917,417) (19,457,491)
Principal collected on loans 26,365,588 16,194,908
Purchases of office properties, equipment
and leasehold improvements (110,506) (201,031)
Proceeds from sale of office properties, equipment
and leasehold improvements 129,295
Purchase of real estate owned (146,071) (173,097)
Proceeds from sale of real estate owned 245,159 215,109
Purchase of stock in Federal Home Loan
Bank of Atlanta (19,600) (15,200)
----------- -----------
NET CASH USED BY
INVESTING ACTIVITIES (644,209) (2,391,456)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW accounts,
and savings accounts 44,983,630 24,307,060
Proceeds from sales of certificates 6,267,546 7,580,436
Payments of maturing certificates of deposits (46,143,032) (27,012,144)
Decrease in advance payments by borrowers for
property taxes and insurance (273,095) (285,238)
Repayments to Federal Home Loan
Bank of Atlanta (1,500,000)
Dividends paid (131,553) (170,262)
Proceeds from issuance of common stock 10,800 14,626
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 4,714,296 2,934,478
----------- -----------
NET INCREASE IN CASH 2,008,271 1,440,857
CASH
BEGINNING OF PERIOD 4,529,151 3,785,459
----------- -----------
END OF PERIOD $ 6,537,422 $ 5,226,316
=========== ===========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.<PAGE>
<PAGE>
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CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Continued)
<TABLE>
<CAPTION>
Ten Ten
Months Ended Months Ended
October 31, October 31,
1998 1997(1)
-------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
Net Income $ 460,395 $ 671,407
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Gain on sale of office properties, equipment
and leasehold improvements (44,769)
Depreciation 77,531 62,329
Provision for loan losses 75,000 70,000
Amortization of investment security discounts (5,682) (7,359)
Stock dividends (29,389) (25,460)
Increase in accrued interest receivable (4,344) (153,885)
(Increase) decrease in deferred tax asset (52,950) 54,728
(Increase) decrease in prepaid expenses (16,012) 42,930
Increase in mortgage servicing rights (4,689)
(Increase) decrease in other assets 50,270 (4,646)
Decrease in other liabilities (200,645) (53,696)
(Increase) decrease in loans held for sale (2,470,959) 162,094
Distribution from MRP Trust 61,076 44,184
Increase in deferred tax liability 79,978
Cash paid in lieu of fractional shares (1,418)
------------ -----------
(2,522,211) 226,428
------------ -----------
($ 2,061,816) $ 897,835
============ ===========
</TABLE>
(1) Restated due to pooling of interest transaction
completed in the quarter ended September 30, 1998.
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CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------------------
OCTOBER 31, 1998
----------------
(1) BASIS OF PRESENTATION
---------------------
(1) Summary of Significant Accounting Policies
------------------------------------------
The accompanying unaudited consolidated financial
statements have been prepared in accordance with the
accounting policies in effect at December 31, 1997, as
set forth in the annual consolidated financial
statements of Cecil Bancorp, Inc. and Subsidiaries (the
"Bank"). In the opinion of Management, all adjustments
necessary for a fair presentation of the consolidated
financial statements are of a normal recurring nature
and have been included.
The results of operation for ten month periods ended
October 31, 1998 and 1997, are not necessarily
indicative of the results to be expected for
the full year.
(2) Earnings per Share
------------------
Earnings per common share is computed by dividing net
income by the weighted average number of shares of
common stock outstanding. The weighted average
number of shares of common stock and common stock
equivalents was 597,964 for the ten months ended
October 31, 1998. The weighted average number of
shares of common stock and common stock equivalents for
computation of earnings per common shares - fully
diluted was 609,811 for the ten months ended October
31, 1998.
(3) Other Financial Information
---------------------------
Simon, Master & Sidlow, P.A., Cecil Bancorp's
independent public accountants, performed a limited
review of the financial data presented on pages 1
through 6 inclusive. The review was performed in
accordance with standards for such reviews established
by the American Institute of Certified Public
Accountants. The review did not constitute an audit;
accordingly, Simon, Master & Sidlow, P.A. did not
express an opinion on the aforementioned data.
The financial data includes any material adjustments or
disclosures proposed by Simon, Master & Sidlow, P.A. as
a result of their review.
(4) Restatement
-----------
Effective September 30, 1998, Cecil Bancorp, Inc.
issued shares of its common stock to acquire Columbian
Bank, A Federal Savings Bank ("Columbian") through
a transaction accounted for as a pooling of interests.
As a result of the pooling, the accompanying financial
statements have been restated for all periods to
include the statements of financial position, income
and cash flows of Columbian.
