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SECURITIES AND EXCHANGE COMMISSION
450 5th STREET, N.W.
WASHINGTON, D.C. 20549
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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.
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(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
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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 will
hold 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 and is
intended to be tax free to all shareholders. Columbian's assets
totaled $29.9 as of June 30, 1998. Columbian
shareholders received approximately 1.7 shares of Cecil common
stock for each share of Columbian common stock. There was
75,921 shares of Columbian Common Stock outstanding as of June
30, 1998.
For more information, reference is made to the press
release, 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 (to be
filed by amendment)
(c) Exhibits
99.1 Press Release dated September 30, 1998
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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.
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(Registrant)
By: /s/ Mary B. Halsey
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Mary B. Halsey
President
Date September 30, 1998
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PRESS RELEASE
September 30, 1998
Contact Person:
Mary Beyer Halsey
President and CEO
Cecil Bancorp, Inc.
(410) 398-1650
CECIL BANCORP, INC. COMPLETES TRANSACTION IN WHICH COLUMBIAN
BANK, A FEDERAL SAVINGS BANK HAS BECOME A CECIL BANCORP
SUBSIDIARY
Elkton, Maryland and Havre de Grace, Maryland; Cecil
Bancorp, Inc. (NASDAQ BB:CECB), today announced that it
completed the transaction pursuant to which Cecil Bancorp
acquired Columbian Bank, A Federal Savings Bank, in a tax-free
exchange of common stock, accounted for on a "pooling of
interests" basis. Columbian Bank has one office, located in
Havre de Grace, Maryland with total assets of $29.9 million as
of June 30, 1998. Columbian Bank will remain a separate bank
subsidiary of Cecil Bancorp and will continue to operate its
office under the name Columbian Bank, A Federal Savings Bank.
Columbian Bank stockholders received Cecil Bancorp common
stock valued at approximately $40 per share, or approximately
1.7021 shares of Cecil Bancorp common stock in exchange for each
outstanding share of Columbian Bank common stock. The Columbian
Bank Directors and all Columbian employees will continue in
their current capacities, and two Columbian Directors have been
added to the Cecil Bancorp Board of Directors.
"Cecil Bancorp is thrilled to welcome Columbian Bank and its
employees to the Cecil Bancorp family", stated Mary B. Halsey,
President of Cecil Bancorp. "We are excited about the growth
potential that Harford County holds and the opportunity to offer
our existing products to new customers."
Cecil Bancorp is now the bank holding company for Cecil
Federal Savings Bank, and Columbian Bank, A Federal Savings Bank
and operates two offices in Cecil County, Maryland, and one
office in Harford County, Maryland. The acquisition has
resulted in consolidated assets for Cecil Bancorp, Inc. of
approximately $97.9 million, consolidated loans of approximately
$75 million and consolidated deposits of approximately $83.5
million based on June 30, 1998 financial information.
