Prospectus CARROLLTON BANCORP - 5-2-2012

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					                                   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 1, 2012


                                                      Carrollton Bancorp
                                                (Exact Name of Registrant as Specified in Charter)

                  Maryland                                         000-23090                                         52-1660951
         (State or Other Jurisdiction                           (Commission File                                   (IRS Employer
              of Incorporation)                                     Number)                                      Identification No.)

              7151 Columbia Gateway Drive, Suite A, Columbia, Maryland                                                 21046
                        (Address of Principal Executive Offices)                                                     (ZIP Code)

                                        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:

          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 – Financial Information

Item 2.02.             Results of Operations and Financial Condition.

       On May 2, 2012, the Registrant issued a press release relating to its results of operations for the three months ended March 31,
2012. A copy of the release is furnished herewith as Exhibit 99.1.

         The information in this Item 2.02 and the related information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by
reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set
forth by specific reference in any such filing.

Item 8 – Other Events

Item 8.01                Other Events.

 As noted above, on May 2, 2012, the Registrant issued a press release, which is filed herewith as Exhibit 99.1. The press release contains
statements pertaining to the Registrant’s pending merger with Jefferson Bancorp, Inc.


Section 9 – Financial Statements and Exhibits

Item 9.01.            Financial Statements and Exhibits .

       (d) Exhibits

Exhibit           Description

99.1              Press Release issued May 2, 2012

Important Information for Investors and Stockholders

This press release relates to a proposed merger between Carrollton and Jefferson Bancorp, Inc. that will become the subject of a proxy
statement, to be filed by Carrollton with the SEC. This press release 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 Bancorp, Inc. 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
SHAREHOLDERS, 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 BANCORP, INC. 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.




                                                                          2
                                                                 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.


                                                                        CARROLLTON BANCORP

                                                                        By: /s/ Robert A. Altieri
                                                                        Name: Robert A. Altieri
Date: May 2, 2012                                                       Title: Chief Executive Officer and President


                                                                        By: /s/ Mark A. Semanie
                                                                        Name: Mark A. Semanie
Date: May 2, 2012                                                       Title: Chief Financial Officer




                                                                        3
                                             EXHIBIT INDEX

Exhibit   Description

99.1      Press Release issued May 2, 2012




                                                   4
                                                                                                                                    Exhibit 99.1




                                                                                                        Filed by Carrollton Bancorp pursuant to
                                                                                                  Rule 425 under the Securities Act of 1933 and
                                                                                                 deemed filed pursuant to Rule 14a-12 under the
                                                                                                               Securities Exchange Act of 1934

                                                                                                      Subject Company: Jefferson Bancorp, Inc.
                                                                                                              Commission File No.: 000-23090

For Immediate Release
May 2, 2012

                                    CARROLLTON BANCORP REPORTS FIRST QUARTER LOSS


COLUMBIA, MARYLAND - Carrollton Bancorp, (NASDAQ: CRRB) the parent company of Carrollton Bank, announced a net loss of
$252,464 for the first quarter of 2012, compared to net income of $171,295 for the comparable period in 2011. Net loss attributable to common
stockholders for the first quarter of 2012 was $389,543 ($0.15 loss per diluted share) compared to a net income available to common
stockholders of $34,217 ($0.01 per diluted share) for the first quarter of 2011.

The Company’s pre-tax loss was $456,144 for the quarter ended March 31, 2012 compared to pre-tax income of $224,762 for the quarter ended
March 31, 2011.

The decline in operating results for the quarter ended March 31, 2012, as compared to the same period in 2011, is primarily a result of a
$651,587 increase in securities write downs, an increase in the provision for loan losses, as well as increases in legal and consulting costs
associated with the planned merger with Jefferson Bancorp, Inc. announced on April 9, 2012. The impact of these items was partially offset by
increased fee income from mortgage banking and electronic banking activities.

Nonperforming assets (nonaccrual loans and foreclosed real estate) decreased by 42.8% from $14.9 million at March 31, 2011 to $8.5 million
at March 31, 2012. The allowance for loan losses represented 1.97% of outstanding loans as of March 31, 2012 compared to 1.64% at March
31, 2011. The Company experienced net charge-offs of $65,189 for the quarter ended March 31, 2012 as compared to net recoveries of $18,152
for the same period in 2011.

The Company’s recent strategy, focused on carefully shrinking the balance sheet, continued to benefit capital ratios. Reducing the size of the
balance sheet has improved the Company’s regulatory capital ratios even though it has generated no capital growth after accounting for
dividends on preferred stock. We believe that the announced agreement to merge with Jefferson Bancorp will, upon completion, create a larger
and better capitalized bank which will enable us to pursue opportunities to grow organically and through additional acquisitions.

The Company’s noninterest income businesses continue to perform well as demonstrated by increases in mortgage related income of $355,238
and electronic banking income of $88,873.

Noninterest expenses increased by $209,943 for the three month period ended March 31, 2012, compared to the same period in 2011. The
quarterly increase resulted from an increased mortgage related incentives included in salaries, increased professional fees associated with legal
and investment banker costs related to the announced agreement to merge with Jefferson Bancorp, Inc and an increase in expenses associated
with the management and disposal of foreclosed real estate. These increases were somewhat offset by decreases in FDIC assessments,
employee benefit costs, utility costs and other costs.

President and Chief Executive Officer Bob Altieri stated, “Unfortunately, our investment made in corporate bonds (PreTSLs) continues to be a
hindrance on earnings. We had a couple quarters where deferrals and defaults in the underlying debt that backs these securities slowed
considerably; however, this quarter the model reflected the results of additional deferrals and defaults causing the Bank to recognize, through
the P & L, a loss of $780,544 on these securities. The loss does not impact our capital position since these securities were written down through
capital in 2009. Overall, the Company’s asset quality has improved as reflected in a 42.8% decrease in nonperforming assets and asset quality
will continue to be a huge focus through this merger process.”

Total assets as of March 31, 2012 compared to March 31, 2011 reflect a 0.7%, or $2.5 million, increase to $372.4 million. Gross loans
decreased 4.7%, or $14.5 million, from $305.6 million at March 31, 2011 to $291.2 million at March 31, 2012. Investments decreased 14.3%,
or $4.5 million, to $27.2 million at March 31, 2012 from $31.7 million as of March 31, 2011. This decrease is a result of management’s
decision to use cash flow from investments to shrink the balance sheet by reducing high cost borrowings.
Total deposits increased 7.6%, or $23.5 million, to $332.2 million while borrowings decreased $22.7 million from balances at March 31, 2011.
The increase in deposits was comprised of a $15.2 million increase in non-interest bearing deposits and an $8.4 million increase in interest
bearing accounts.

Carrollton Bancorp is the parent company of Carrollton Bank, a commercial bank serving the deposit and financing needs of both consumers
and businesses through a system of 10 branch offices in central Maryland. The Company provides brokerage services through its Carrollton
Financial Services, Inc. subsidiary, and mortgage services through its Carrollton Mortgage Services division of the Bank.

The statement regarding our expectation that upon the merger with Jefferson Bancorp the merged entity will be better capitalized and in a
position to pursue opportunities to grow organically and through additional acquisitions is a forward-looking statement within the meaning of
and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A forward-looking statement encompasses
any estimate, prediction, opinion or statement of belief contained in this release and the underlying management assumptions. Although the
Company believes this statement is based on reasonable estimates and assumptions, the Company is unable to provide any assurance that its
expectations will, in fact, occur or that its estimates or assumptions will be correct. Actual results could differ materially from those expressed
or implied by such forward-looking statement and such statement is not a guarantee of future performance. Potential risks and uncertainties that
could cause anticipated results to differ from those expressed or implied by such forward-looking statement include, but are not limited to: (i)
the risk that necessary stockholder and regulatory approvals for the merger will not be obtained; (ii) the businesses of Carrollton Bancorp may
not be integrated into Jefferson Bancorp successfully or such integration may be more difficult, time-consuming or costly than expected; (iii)
expected revenue synergies and cost savings from the merger may not be fully realized, or realized within the expected timeframe; (iv)
disruption in the parties’ businesses as a result of the announcement and pendency of the merger; (v) revenues following the merger may be
lower than expected; (vi) customer and employee relationships and business operations may be disrupted by the merger; (vii) the ability to
complete the merger may be more difficult, time-consuming or costly than expected, or the merger may not be completed at all; (viii)
unexpected changes in the housing market or in general economic conditions in our market area and Jefferson Bancorp’s market area; (ix)
unexpected changes in market interest rates; (x) the impact of new governmental regulations that might require changes in our and Jefferson
Bancorp’s business model; (xi) changes in laws, regulations, policies and guidelines impacting our ability to collect on outstanding loans or
otherwise negatively impacting Carrollton Bancorp’s and Jefferson Bancorp’s business; (xiii) changes in competitive, governmental,
regulatory, technological and other factors that may affect Carrollton Bancorp or Jefferson Bancorp specifically or the banking industry
generally; and (xiv) other risks and uncertainties as described in reports Carrollton Bancorp files with the Securities and Exchange
Commission. The Company undertakes no obligation to update or revise forward looking statements.

A summary of financial information follows. For additional information, contact Mark A. Semanie, Chief Financial Officer, (410) 536-7308.
FINANCIAL HIGHLIGHTS
Carrollton Bancorp
                                               Three Months Ended March 31,
                                                   2012             2011             %Change
                                                (unaudited)      (unaudited)
Results of Operations
                                                                                               %
Net interest income                        $       3,360,135     $     3,425,520         (1.91 )
Provision for loan losses                            245,514             114,217        114.95 %
                                                                                               %
Noninterest income                                 1,343,036           1,617,317        (16.96 )
Noninterest expenses                               4,913,801           4,703,858          4.46 %
Income tax expense (benefit)                        (203,680 )            53,467             -
Net income (loss)                                   (252,464 )           171,295             -
Net income (loss) to common stockholders            (389,543 )            34,217             -

Per Share
Net income - diluted                       $           (0.15 )   $          0.01             -
Cash dividends declared                                 0.00                0.00          0.00 %
                                                                                               %
Book value                                              9.19                9.51         (3.38 )
                                                                                               %
Common stock closing price                              4.14                4.50         (8.00 )

At March 31
Short term investments                     $      27,420,179     $     4,153,961        560.10 %
                                                                                               %
Investment securities (b)                         30,319,329          36,334,127        (16.55 )
Loans held for sale                               35,170,486          24,357,671         44.39 %
                                                                                               %
Loans (net of unearned income) (a)               256,012,665         281,286,611         (8.99 )
Earning assets (b)                               351,033,959         349,595,370          0.41 %
Total assets                                     372,416,942         369,947,323          0.67 %
Total deposits                                   332,158,096         308,639,136          7.62 %
                                                                                               %
Stockholders' equity                              32,718,718          33,428,191         (2.12 )

Common shares outstanding                          2,576,388           2,573,088

Average Balances
Short term investments                     $      23,026,677     $     5,137,155        348.24 %
                                                                                               %
Investment securities (b)                         31,740,678          36,864,158        (13.90 )
Loans held for sale                               24,574,228          23,375,894          5.13 %
                                                                                               %
Loans (net of unearned income) (a)               262,352,223         284,274,433         (7.71 )
                                                                                               %
Earning assets (b)                               343,805,106         353,114,640         (2.64 )
                                                                                               %
Total assets                                     364,557,345         373,344,718         (2.35 )
Total deposits                                   316,955,681         307,722,990          3.00 %
                                                                                               %
Stockholders' equity                              32,388,577          33,356,548         (2.90 )

Earnings Ratios
                                                             %
Return on average total assets                         (0.28 )              0.19 %
                                                             %
Return on average stockholders' equity                 (3.14 )              2.08 %
Net interest margin                                     3.93 %              3.93 %
Credit Ratios
Nonperforming assets as a percent of
   period-end loans and foreclosed real
   estate (a)(c)                                                                          3.28 %    5.23 %
Allowance to loans (a)                                                                    1.97 %    1.64 %
                                                                                                         %
Net loan losses to average loans (a)(d)                                                   0.02 %   (0.01 )

Capital Ratios (period end)
Stockholders' equity to total
assets                                                                                    8.79 %    9.04 %
Leverage capital                                                                          9.65 %    9.66 %
Tier 1 risk-based capital                                                                11.17 %   10.17 %
Total risk-based capital                                                                 12.45 %   11.37 %

(a) Excludes loans held for sale
(b) Excludes market value adjustment on securities available for sale
(c) Nonperforming assets are comprised of non-accrual loans and foreclosed real estate
(d) Ratio is not annualized

				
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