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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. __)/1/
CECIL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
149 841 10 8
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(CUSIP Number)
CHARLES F. SPOSATO
910 WEST PULASKI HIGHWAY
ELKTON, MD 21921
(410) 398-1234
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 16, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [X]
(Continued on following pages)
(Page 1 of 5 pages)
____________
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).<PAGE>
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SCHEDULE 13D
CUSIP No. 149 841 10 8 Page 2 of 11 Pages
1. Names of reporting person Charles F. Sposato
I.R.S. Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC use only
4. Sources of funds* PF
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: USA
Number of 7. Sole Voting Power: 22,778
Shares
Beneficially 8. Shared Voting Power: 35,778
Owned By
Each 9. Sole Dispositive Power: 22,778
Reporting
Person With 10. Shared Dispositive Power: 35,778
11. Aggregate amount beneficially owned by each reporting
person: 58,556
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
9.6% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* IN
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SCHEDULE 13D
CUSIP No. 149 841 10 8 Page 3 of 11 Pages
1. Names of reporting person Anchar, a Maryland General
Partnership
I.R.S. Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC use only
4. Sources of funds* WC, AF
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: Maryland
Number of 7. Sole Voting Power: 0
Shares
Beneficially 8. Shared Voting Power: 25,778
Owned By
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 25,778
11. Aggregate amount beneficially owned by each reporting
person: 25,778
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
4.2% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* PN
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SCHEDULE 13D
CUSIP No. 149 841 10 8 Page 4 of 11 Pages
1. Names of reporting person Builder's Choice, Inc.
Profit Sharing Retirement Trust
I.R.S. Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC use only
4. Sources of funds* WC
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: Maryland
Number of 7. Sole Voting Power: 14,295
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each 9. Sole Dispositive Power: 14,295
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person: 14,295
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
2.4% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* EP
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SCHEDULE 13D
CUSIP No. 149 841 10 8 Page 5 of 11 Pages
1. Names of reporting person Anthony Sposato
I.R.S. Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC use only
4. Sources of funds* PF
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: USA
Number of 7. Sole Voting Power: 10,000
Shares
Beneficially 8. Shared Voting Power: 25,778
Owned By
Each 9. Sole Dispositive Power: 10,000
Reporting
Person With 10. Shared Dispositive Power: 25,778
11. Aggregate amount beneficially owned by each reporting
person: 35,778
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
5.9% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* IN
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SCHEDULE 13D
CUSIP No. 149 841 10 8 Page 6 of 11 Pages
1. Names of reporting person Bay Ace Hardware, Inc. dba
Ace Hardware
I.R.S. Identification Nos. of above persons (entities only)
2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [ ]
3. SEC use only
4. Sources of funds* WC
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: Maryland
Number of 7. Sole Voting Power: 4,050
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each 9. Sole Dispositive Power: 4,050
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person: 4,050
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
0.07% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* CO
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CUSIP No. 149 841 10 8 13D Page 7 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
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This Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Cecil Bancorp, Inc.
(the "Company"). The Company's principal executive offices are
located at 127 North Street, Elkton, Maryland 21921-5547.
ITEM 2. IDENTITY AND BACKGROUND.
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(a) This statement is filed by Charles F. Sposato with
respect to shares of Common Stock beneficially owned by him; by
Anchar, a Maryland general partnership ("Anchar") with respect
to the shares of Common Stock beneficially owned by it and as to
which Mr. Sposato is a 50% general partner; by Builder's Choice
Inc. Profit Sharing Retirement Trust (the "Trust") with respect
to shares of the Common Stock beneficially owned by it and as to
which Mr. Sposato serves as sole trustee; by Anthony F. Sposato,
the brother of Charles Sposato, with respect to shares of Common
Stock beneficially owned by him; and by Bay Ace Hardware, Inc.
dba Ace Hardware, a Maryland Corporation, as to which Mr.
Sposato is sole stockholder. Although this statement is being
filed by such persons because they may be deemed to constitute a
"group" within the meaning of Section 13(d)3 of the Securities
Exchange Act of 1934, Charles Sposato expressly disclaims
beneficial ownership of those shares of Common Stock held by the
Trust other than for his benefit.
(b) The business address of Mr. Sposato, Anchar, the Trust
and Bay Ace Hardware, Inc. dba Ace Hardware is 910 Pulaski
Highway, Elkton, Maryland 21921. The business address of
Anthony F. Sposato is 80 Molitor Road, Elkton, Maryland 21921.
(c) Mr. Sposato operates various companies, including
serving as president of Bay Ace Hardware, Inc. dba Ace Hardware,
as a general partner in Anchar, a real estate holdings
partnership, and president of CECO Utilities, Inc. (a water and
sewer utility company). The business address of each of these
businesses is 910 Pulaski Highway, Elkton, Maryland 21921. The
principal business of the Trust is to fund the payments made to
participants in the related Profit Sharing Retirement Plan. Mr.
Anthony Sposato serves as president of Sposato Dental Lab, which
is located at 80 Molitor Road, Elkton, Maryland, and as a
general partner in Anchar.
Messrs. Sposato and Sposato each hold a 50% general
partnership interest in Anchar and serve as general partners in
the management of Anchar. Mr. Charles Sposato serves as the sole
trustee of the Trust.
(d) Neither Mr. Charles Sposato, Anchar, the Trust Mr.
Anthony Sposato, nor Bay Ace Hardware, Inc. dba Ace Hardware
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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CUSIP No. 149 841 10 8 13D Page 8 of 11 Pages
(e) Neither Mr. Charles Sposato, Anchar, the Trust, Mr.
Anthony Sposato, or Bay Ace Hardware, Inc. dba Ace Hardware has,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and, as a result of such a proceeding, was, or is subject to, a
judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Messrs. Sposato and Sposato are each a citizen of the
United States. Anchar is a general partnership formed under the
laws of the State of Maryland. The Trust is a trust formed under
the laws of the State of Maryland. Bay Ace Hardware, Inc. dba
Ace Hardware is a Maryland Corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The net investment cost (including commissions, if any) of
the shares of Common Stock owned directly by Mr. Charles Sposato
is $936,466. The net investment cost (including commissions, if
any) of the shares of Common Stock beneficially owned by Anchar
is $473,136. The net investment cost (including commissions, if
any) of the shares of Common Stock held by the Trust is
$220,260. The net investment cost (including commissions, if
any) of the shares of Common Stock owned directly by Mr. Anthony
Sposato is $100,000. The net investment cost (including
commissions, if any) of the shares of Common Stock owned by Bay
Ace Hardware, Inc. dba Ace Hardware is $104,440.
The shares of Common Stock purchased by Mr. Charles Sposato
were acquired using personal funds and not on margin. The
shares of Common Stock purchased by Anchar were acquired with
working capital contributed by Messrs. Sposato and Sposato, who
each hold a 50% general partnership interest in Anchar. The
shares of Common Stock purchased by the Trust were acquired
using the working capital of the Trust using funds provided by
Bay Ace Hardware, Inc., a company owned by Mr. Charles Sposato.
The shares of Common Stock purchased by Mr. Anthony Sposato were
acquired using personal funds and not on margin. The shares of
Common Stock purchased by Bay Ace Hardware, Inc. dba Ace
Hardware were acquired using working capital of that Company,
which is owned by Mr. Charles Sposato.
ITEM 4. PURPOSE OF TRANSACTION.
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All shares of Common Stock reported herein as beneficially
owned by Mr. Charles Sposato, Anchar, the Trust, Mr. Anthony
Sposato or Bay Ace Hardware, Inc. dba Ace Hardware were acquired
for investment purposes. Subject to any restrictions which may
be imposed on Mr. Charles Sposato if he is elected as a director
of the Issuer, as referenced in the next paragraph, Mr. Charles
Sposato, Anchar, the Trust, Mr. Anthony Sposato or Bay Ace
Hardware, Inc. dba Ace Hardware may from time to time (depending
on general economic conditions, the market
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CUSIP No. 149 841 10 8 13D Page 9 of 11 Pages
prices for the Common Stock, receipt of any necessary regulatory
approvals and other factors) purchase additional shares of
Common Stock through open-market purchases, privately negotiated
transactions or otherwise, and may also dispose of shares of
Common Stock.
Mr. Charles Sposato is filing this Schedule 13D pursuant to
Rule 13d-1(e) of the Securities Exchange Act of 1934, as
amended, as a result of his nomination, on March 16, 1999, for
election to the Board of Directors of the Company at the
Company's Annual Meeting of shareholders scheduled to be held on
April 21, 1999. Mr. Charles Sposato has consented to being
named in the Company's proxy statement as a nominee. If elected
to the Board at the Annual Meeting, an inference could be made
that Mr. Charles Sposato could influence control of the Company
in his capacity as a director.
Other than as indicated above, Mr. Charles Sposato, Anchar,
the Trust, Mr. Anthony Sposato or Bay Ace Hardware, Inc. dba Ace
Hardware do not have any present plans or proposals which relate
to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) other than as referenced above, any change
in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or terms
of directors or to fill any vacancies on the board; (e) any
material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) any change in the Issuer's
charter, by-laws, or other instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to
be authorized to be quoted in an inter-dealer quotation system
or a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
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CUSIP No. 149 841 10 8 13D Page 10 of 11 Pages
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
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(a) Aggregate number of shares beneficially owned (and
related percentage):
(i) Charles Sposato: 58,556 shares (9.6%)
(ii) Anchar: 25,778 shares (4.2%)
(iii) The Trust: 14,295 shares (2.35%)
(iv) Anthony Sposato: 35,778 shares (5.89%)
(v) Builder's Choice dba
Ace Hardware: 4,050 shares (0.07%)
The percentages used herein are based upon the 607,731
shares of Common Stock outstanding as of March 5, 1999 as
indicated by the Company.
(b) Sole or shared power to vote or dispose:
(i) Charles Sposato
Sole power to vote or direct vote: 22,778 shares
Shared power to vote or direct vote: 35,778 shares
Sole power to dispose or direct
disposition: 22,778 shares
Shared power to dispose or direct
disposition: 35,778 shares
(ii) Anchar
Sole power to vote or direct vote: -0- shares
Shared power to vote or direct vote: 25,778 shares
Sole power to dispose or direct
disposition: -0- shares
Shared power to dispose or direct
disposition: 25,778 shares
(iii) The Trust
Sole power to vote or direct vote: 14,295 shares
Shared power to vote or direct vote: -0- shares
Sole power to dispose or direct
disposition: 14,295 shares
Shared power to dispose or direct
disposition: -0- shares
(iv) Anthony Sposato
Sole power to vote or direct vote: 10,000 shares
Shared power to vote or direct vote: 25,778 shares
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CUSIP No. 149 841 10 8 13D Page 11 of 11 Pages
Sole power to dispose or direct
disposition: 10,000 shares
Shared power to dispose or direct
disposition: 25,778 shares
(v) Builders Choice, Inc. dba Ace Hardware
Sole power to vote or direct vote: 4,050 shares
Shared power to vote or direct vote: -0- shares
Sole power to dispose or direct
disposition: 4,050 shares
Shared power to dispose or direct
disposition: -0- shares
(c) Neither Mr. Sposato nor any other party named herein
has acquired shares of the Common Stock within the last sixty
days.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS
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WITH RESPECT TO SECURITIES OF THE ISSUER
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Other than the Joint Acquisition Statement previously filed
in the Schedule 13D filed on January 2, 1998, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any
securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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None
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SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 25, 1999 /s/ Charles F.Sposato
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Charles F. Sposato
Anchar, a Maryland General
Partnership
By: /s/ Charles F. Sposato
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Charles F. Sposato
General Partner
Builder's Choice Inc. Profit
Sharing Trust
By: /s/ Charles F. Sposato
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Charles F. Sposato
/s/ Anthony F. Sposato
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Anthony F. Sposato
Bay Ace Hardware, Inc. dba Ace
Hardware
By: /s/ Charles F. Sposato
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Charles F.Sposato
