Attached files
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| EX-99.1 - EXHIBIT 99-1 - BAY BANCORP, INC. | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 8, 2012
Carrollton Bancorp
(Exact Name of Registrant as Specified in Charter)
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Maryland
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000-23090
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52-1660951
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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7151 Columbia Gateway Drive, Suite A, Columbia, Maryland
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21046
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(Address of Principal Executive Offices)
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(ZIP Code)
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Registrant’s telephone number, including area code (410) 312-5400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
As previously disclosed in a Current Report on Form 8-K filed by Carrollton Bancorp (“Carrollton”) on April 10, 2012, Carrollton, Jefferson Bancorp, Inc. (“Jefferson”) and Financial Services Partners Fund I, LLC, entered into an Agreement and Plan of Merger, dated as of April 8, 2012 (the “Merger Agreement”). Pursuant to the Merger Agreement, upon receipt of all required approvals and consents, and satisfaction or waiver of all closing conditions, Carrollton and Jefferson will merge. Carrollton will be the surviving entity in the merger. The name of the surviving company shall be Carrollton Bancorp.
On May 8, 2012, at Carrollton’s annual meeting of shareholders, Robert A. Altieri, the President and Chief Executive Officer of Carrollton, delivered a speech to Carrollton’s shareholders providing an overview of the Company’s performance and an update regarding the merger transaction. A copy of the transcript of the speech, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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Important Information for Investors and Stockholders
This Report relates to a proposed merger between Carrollton and Jefferson that will become the subject of a proxy statement, to be filed by Carrollton with the Securities and Exchange Commission (“SEC”). This Report is not a substitute for the proxy statement that Carrollton will file with the SEC or any other document that Carrollton may file with the SEC or that Carrollton or Jefferson. may send to its stockholders in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All documents, when filed, will be available in the case of Carrollton, free of charge at the SEC’s website (www.sec.gov) or by directing a request to Carrollton through Mark Semanie, at 410-536-7308 and, in the case of Jefferson by directing a request to Kevin Cashen at 410-427-3707.
Participants in the Solicitation
CARROLLTON, JEFFERSON, and their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the stockholders of Carrollton. A list of the names of those directors and executive officers and descriptions of their interests in Carrollton will be contained in the proxy statement which will be filed by Carrollton with the SEC. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the proxy statement when it becomes available.
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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.
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CARROLLTON BANCORP
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By:
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/s/ Robert A. Altieri
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Name: Robert A. Altieri
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Date: May 8, 2012
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Title: Chief Executive Officer and President
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By:
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/s/ Mark A. Semanie
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Name: Mark A. Semanie
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Date: May 8, 2012
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Title: Chief Financial Officer | ||||
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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