SECURITIES AND EXCHANGE COMMISSION
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): February 20, 2003
WYMAN PARK BANCORPORATION, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-23345 52-2068893
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
11 West Ridgely Road, Lutherville, Maryland 21093
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(Address of principal executive offices)
(410) 252-6450
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or former address, if changed since last report)
Item 5. Other Events.
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On February 20, 2003, the Registrant issued a press release announcing that
the cash payment to be received by the stockholders of the Registrant in
connection with the merger of the Registrant and Wyman Park Federal Savings &
Loan Association, a federally-chartered savings and loan association ("Wyman
Park") and wholly-owned subsidiary of the Registrant, with and into Bradford
Bank, a federally-chartered savings bank, would be reduced from $14.55 per share
to $14.50 per share. The reduction in the price per share was required under the
terms of the Agreement and Plan of Merger dated July 9, 2002 (the "Agreement")
between the Registrant, Wyman Park and Bradford Bank to reflect the
higher-than-expected cost of terminating the Registrant's defined benefit
pension plan.
Stockholders of the Registrant approved the Agreement at its annual meeting
held on October 16, 2002, including the possibility of a reduction in the price
per share due to costs associated with terminating the Registrant's defined
benefit pension plan. Accordingly, no further stockholder approval of this
change is required.
Consummation of the merger between Registrant, Wyman Park and Bradford Bank
is expected to occur by the end of February 2003 pending the satisfaction of
other customary closing conditions.
A copy of the press release announcing the reduction in the price per share
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) - (b) Not applicable.
(c) The following exhibits are filed as part of this report.
Exhibit 99.1 Press release dated February 20, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
WYMAN PARK BANCORPORATION, INC.
Date: February 20, 2003 By: /s/ Ernest A. Moretti
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Ernest A. Moretti
President and Chief Executive Officer
(Duly Authorized Representative)