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. 2)/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)
149841 10 8
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(CUSIP Number)
Matthew G. Bathon
146 East Main Street
Elkton, Maryland 21921
(410) 398-1700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2000
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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. [ ]
(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>
SCHEDULE 13D
CUSIP No. 149841 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: 57,731
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each 9. Sole Dispositive Power: 57,731
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person: 57,731
12. Check box if the aggregate amount in Row (11)
excludes certain shares* [ ]
13. Percent of class represented by amount in Row (11)
9.32% of 619,184 shares of common stock outstanding as of
June 30, 2000 (assuming exercise of stock options for 192
shares of Common Stock exercisable within 60 days of September 29,
2000).
14. Type of reporting person* IN
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CUSIP No. 149841 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,
Maryland 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, Maryland 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 as a director 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 Amendment No. 2 to Schedule 13D pursuant to Rule
13d-1(e) of the Securities Exchange Act of 1934, as amended, as a result of his
position as a Director, sitting
<PAGE>
CUSIP No. 149841 10 8 13D Page 4 of 5 Pages
on the Board of Directors of the Company, and is further filing this Amendment
No. 2 because his beneficial ownership of shares of Common Stock increased by
more than 1%. As a member of the Board of Directors, 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) 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, bylaws, 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 57,731
shares of Common Stock or 9.32% of the shares of Common Stock outstanding on
June 30, 2000, as calculated by the Issuer, assuming the exercise of stock
options for 192 shares of Common Stock.
(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 57,731 shares.
(c) During the past 60 days, Mr. Bathon has engaged in the following
transactions in the Company's securities:
<TABLE>
<CAPTION>
Total
Number Price Consideration
Purchase Date Purchaser Of Shares Per Share Paid
----------------- ------------ --------- ----------- --------------
<S> <C> <C> <C> <C>
9/29/00 Matthew G. Bathon 6,500 $ 18.25 $ 118,625
8/14/00 Matthew G. Bathon 2,900 $ 17.75 $ 51,475
</TABLE>
(d) Not applicable.
(e) Not applicable.
<PAGE>
CUSIP No. 149841 10 8 13D Page 5 of 5 Pages
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS
------- ------------------------------------------------------
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.
<PAGE>
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: October 5, 2000 /s/ Matthew G. Bathon
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Matthew G. Bathon
