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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
December 27, 1999 (December 27, 1999)
GLEN BURNIE BANCORP
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(Exact name of registrant as specified in its charter)
MARYLAND 0-24047 52-1782444
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND 21227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)766-3300
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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 5. OTHER EVENTS.
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Effective December 27, 1999, the Registrant amended its
Articles of Incorporation to reduce the par value of its common
stock from $10 per share to $1 per share and to increase its
authorized shares of common stock from 5,000,000 to 15,000,000.
In accordance with recent changes to Maryland General
Corporation Law, the foregoing amendments were adopted by the
Board of Directors without stockholder approval.
Effective December 27, 1999, the Board of Directors also
amended the Registrant's Stockholder Rights Plan to reflect the
change in par value, to eliminate certain unnecessary exemptions
from the definition of Acquiring Person and to make certain
other changes. Pursuant to the Second Amendment, dated as of
December 27, 1999 (the "Second Amendment"), to that certain
Rights Agreement, dated as of February 13, 1998, by and between
the Registrant and The Bank of Glen Burnie, as Rights Agent (the
"Rights Agreement"), the Rights issued thereunder will not be
redeemable or exchangeable and the Rights Agreement may not be
supplemented or amended for a period of 180 days following a
change in the majority of the Board of Directors if the
exchange, redemption or amendment is reasonably likely to have
the purpose or effect of facilitating a Transaction (defined as
a merger, consolidation or sale of assets or any acquisition of
common stock that would result in a person becoming an Acquiring
Person) with an Interested Person (defined a person or group
who (i) is or will become an Acquiring Person if such
Transaction were to be consummated, and (ii) is, or directly or
indirectly proposed, nominated or financially supported, a
director of the Registrant in office at the time of
consideration of such Transaction who was elected at the annual
or special meeting of stockholders at which the change in the
majority of directors occurred). All other provisions of the
Rights Agreement, as amended, continue in full force and effect
as set forth therein and were not affected in any way by the
Second Amendment. The foregoing description of the Rights
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Second Amendment and the Rights
Agreement, as amended. All terms not otherwise defined herein
shall have the meanings given them in the Rights Agreement, as
amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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(a) Financial Statements of Businesses Acquired. None
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(b) Pro Forma Financial Information. None
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(c) Exhibits. The following exhibits are filed as part of
-------- this report on Form 8-K:
EXHIBIT NO. DESCRIPTION
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3.4 Articles of Amendment, dated as of
December 27, 1999.
4.3 Second Amendment, dated as of
December 27, 1999, to the Rights
Agreement, dated as of February 13,
1998, by and between Glen Burnie
Bancorp and The Bank of Glen Burnie,
as Rights Agent.
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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.
GLEN BURNIE BANCORP
Date: December 27, 1999 By: /s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
President
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