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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Matthew G. Bathon
146 East Main Street,
Elkton, MD 21921
(410) 398-1700
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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)
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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 5 Pages
1. Names of reporting person Matthew G. Bathon
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: 36,000
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each 9. Sole Dispositive Power: 36,000
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person: 36,000
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
5.92% of 607,731 shares of common stock outstanding as of
March 5, 1999.
14. Type of reporting person* IN
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CUSIP No. 149 841 10 8 13D Page 3 of 5 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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This Schedule 13D is filed by Matthew G. Bathon, who is an
individual and Maryland resident. Mr. Bathon's address is 146
East Main Street, Elkton, MD 21921.
Mr. Bathon is an attorney at Bathon & Bathon, P.A., a law
firm located in Elkton, Maryland. The principal business
address of Bathon & Bathon, P.A. is 146 East Main Street,
Elkton, MD 21921.
During the last five years, Mr. Bathon has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has he been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject
to a judgment, 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, and which judgment, decree, or final
order was not subsequently vacated.
Mr. Bathon is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Mr. Bathon has acquired the shares of the Company which he
owns through various sources of working capital.
ITEM 4. PURPOSE OF TRANSACTION.
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All shares of Common Stock reported herein as beneficially
owned by Mr. Bathon were acquired for investment purposes.
Subject to any restrictions which may be imposed on Mr. Bathon
if he is elected as a directors of the Issuer, as referenced in
the next paragraph, Mr. Bathon may from time to time (depending
on general economic conditions, the market 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. Bathon 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
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CUSIP No. 149 841 10 8 13D Page 4 of 5 Pages
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. Bathon 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. Bathon could
influence control of the Company in his capacity as a director.
Other than as indicated above, Mr. Bathon does 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
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(a) Mr. Bathon may be deemed to beneficially own an
aggregate of 36,000 Shares or 5.92% of the Shares outstanding on
March 5, 1999, as calculated by the Issuer. Neither the number
of Shares beneficially owned by Mr. Bathon nor the number of
Shares outstanding include the right to acquire ownership of
shares pursuant to the exercise of stock options. Mr. Bathon
has no right to acquire ownership of additional shares of the
Company pursuant to stock options or otherwise.
(b) Mr. Bathon has sole power to vote or to direct the
vote of and has sole power to dispose or to direct the
disposition of 36,000 Shares.
(c) During the past 60 days, Mr. Bathon has not engaged in
any transactions in the Company's securities.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 149 841 10 8 13D Page 5 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS
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WITH RESPECT TO SECURITIES OF THE ISSUER
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among Mr. Bathon and any
other person or persons with the respect to the Shares,
including but not limited to transfer or voting of any of the
Shares, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
Dated: March 23, 1999 /s/ Matthew G. Bathon
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Matthew G. Bathon
