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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A-1
(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission file number 1-7273
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[LOGO OF FIRST MARYLAND BANCORP APPEARS HERE]
(Exact name of registrant as specified in its charter)
MARYLAND 52-0981378
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
FIRST MARYLAND BUILDING
25 SOUTH CHARLES STREET
BALTIMORE, MARYLAND
21201
(Address of principal executive (zip code)
offices)
410-244-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
------------------- ------------------------------
7.875% Noncumulative Preferred Stock, registered
----------
Series A New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $5.00 per share
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.
Yes X No
---- ----
State the aggregate market value of voting stock held by non-affiliates of
the registrant. Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
ALL VOTING STOCK (16,985,149 SHARES OF COMMON STOCK, $5.00 PAR VALUE) IS OWNED
BY ALLIED IRISH BANKS, P.L.C., AN IRISH BANKING CORPORATION.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Set forth below is certain biographical information relating to the members
of the Board of Directors of First Maryland Bancorp (the "Corporation"). Unless
otherwise indicated, the principal occupation listed has been the principal
occupation for the last five years. Each director is elected annually. There is
no arrangement or understanding between any director and any other person
pursuant to which such director was selected as a director.
Benjamin L. Brown is 64 years old and has served as a director of the
Corporation and the First National Bank of Maryland ("First National"), a
wholly-owned subsidiary of the Corporation, since 1990. He is General Counsel
and Executive Director of the National Institute of Municipal Law Officers, a
nationwide service organization directed toward assisting municipal attorneys.
Jeremiah E. Casey is 54 years old and has served as a director of the
Corporation since 1983 and of First National since 1985. He is Chairman of the
Corporation and First National, and since 1989 has been Chief Executive, USA of
Allied Irish Banks, p.l.c. ("AIB"), the parent of the Corporation, and has been
a director since 1992. Mr. Casey is also a director of The Rouse Company, a
real estate development, management and ownership company.
Charles W. Cole, Jr. is 58 years old and has served as a director of the
Corporation and of First National since 1977. He is President and Chief
Executive Officer of the Corporation and of First National.
J. Owen Cole is 64 years old and has served as a director of the Corporation
since 1974 and of First National since 1968. He was Chairman of the Board of
the Corporation and of First National until 1987. Mr. Cole is also a director
of Baltimore Gas & Electric Company, a public utility company ("BG&E"), Farm
Credit Bank of Baltimore, and Blue Cross/Blue Shield of Maryland, Inc.
Edward A. Crooke is 55 years old and has served as a director of the
Corporation and of First National since 1985. He has been President and Chief
Operating Officer of BG&E since 1993, prior to which he was President--Utility
Operations, and he has been a director of BG&E since 1988.
John F. Dealy is 54 years old and has served as a director of the Corporation
and of First National since 1981. He is Distinguished Professor of the
Georgetown University School of Business and Senior Counsel to the law firm of
Shaw, Pittman, Potts and Trowbridge.
Mathias J. DeVito is 63 years old and has served as a director of the
Corporation and of First National since 1974. He is Chairman of the Board and
Chief Executive Officer of The Rouse Company. He is also a director of USAir
Group, Inc.
Rhoda M. Dorsey is 66 years old and has served as a director of the
Corporation and of First National since 1975. She is President of Goucher
College. She is also a director of The Chesapeake and Potomac Telephone Company
of Maryland and USF&G Corporation.
Jerome W. Geckle is 64 years old and has served as a director of the
Corporation and of First National since 1975. He retired as Chairman of the
Board of PHH Corporation in 1989, prior to which he was Chairman and Chief
Executive Officer. He is also a director of BG&E.
Frank A. Gunther, Jr. is 62 years old and has served as a director of the
Corporation and of First National since 1976. He is the retired Chairman of the
Board and President of Albert Gunther Inc. He is also a director of Blue
Cross/Blue Shield of Maryland, Inc.
Curran W. Harvey, Jr. is 65 years old and has served as a director of the
Corporation and of First National since 1985. He is General Partner of Spectra
Enterprise Associates and a Special Partner of New Enterprise Associates, each
venture capital limited partnerships.
Margaret M. Heckler is 62 years old and has served as a director of the
Corporation since 1989. She is a practicing attorney in Washington, D.C. and
was U.S. Ambassador to Ireland from 1985 to 1989.
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Kevin J. Kelly is 52 years old and has served as a director of the
Corporation since 1991. He has been Group Financial Director and a director of
AIB since 1991, prior to which he was Managing Partner of Coopers & Lybrand,
Administrator of PMPA Insurance Company and Group Chief Executive of Agra
Group.
Henry J. Knott is 55 years old and has served as a director of the
Corporation and of First National since 1981. He is Chairman and Chief
Executive Officer of Real Estate Resource Management, Inc., a real estate
management company.
Thomas P. Mulcahy is 52 years old and has served as a director of the
Corporation since 1993. He was elected Group Chief Executive of AIB commencing
January 1, 1994, prior to which he was Group General Manager of AIB's Capital
Markets Division. He has been a director of AIB since 1990.
William M. Passano, Jr. is 65 years old and has served as a director of the
Corporation and of First National since 1974. He was Chairman, Chief Executive
Officer and a director of Waverly Inc., a publisher of medical books and
periodicals, until April 1991, since which time he has been Chairman and a
director.
Robert I. Schattner is 68 years old and has served as a director of the
Corporation and of First National since 1977. He is President of The R.
Schattner Foundation for Medical Research and President and Chief Executive
Officer of Sporicidin International.
Brian V. Wilson is 48 years old and has served as a director of the
Corporation since January 1994. He has been Group General Manager of AIB's
Ireland Division since 1989 and a director of AIB since 1990.
EXECUTIVE OFFICERS
The following persons are the executive officers of the Corporation. Each
was elected to serve for a one year term. Except as contemplated by the
employment agreements referred to below, there are no arrangements or
understandings between such persons and any other persons pursuant to which he
was or is to be elected as an executive officer. Each has been an executive
officer of the Corporation for at least five years.
<TABLE>
<CAPTION>
YEAR ELECTED
NAME AND POSITION AGE EXECUTIVE OFFICER
----------------- --- -----------------
<S> <C> <C>
Jeremiah E. Casey.................................. 54 1985
Chairman of the Board
Charles W. Cole, Jr. .............................. 58 1973
President and Chief Executive Officer
David M. Cronin.................................... 44 1989
Executive Vice President and Treasurer
Frederick W. Meier, Jr. ........................... 50 1984
Executive Vice President
William T. Murray, III............................. 62 1976
Executive Vice President
Joseph E. Peters................................... 55 1982
Executive Vice President
Robert W. Schaefer................................. 60 1973
Executive Vice President
</TABLE>
On January 28, 1994 Mr. Charles W. Cole, Jr. announced his intention to
retire. On March 8, 1994 Mr. Frank P. Bramble was elected to serve as
President and Chief Executive Officer of the Corporation and of First
National, commencing April 1, 1994. Mr. Bramble previously served as Chairman
of NationsBank Maryland and President and Chief Executive Officer of MNC
Financial, Inc.
The Corporation registered its Common Stock (all of which is owned by AIB)
under Section 12(g) of the Securities Exchange Act of 1934 (the "Act") in May
1993, which made the Corporation subject to Section 16 of said Act and
required the filing by each director and officer of a Form 3 (Initial
Statement of Beneficial Ownership of Securities). The Corporation's officer
responsible for this regulation inadvertently filed the Form 3s of James A.
Smith, the Corporation's Chief Accounting Officer, and Thomas P. Mulcahy, who
became a director in September 1993, later than the required time.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation of the
Corporation's Chief Executive Officer and the four other most highly
compensated executive officers who served as executive officers at year end
1993, for services to the Corporation in all capacities during each of the
three years ended December 31, 1993:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------
RESTRICTED
STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARD(S)(2) COMPENSATION(3)
- - --------------------------- ---- --------- ---------------------- ---------------
<S> <C> <C> <C> <C> <C>
Jeremiah E. Casey, ....... 1993 $ 584,000 $ 394,200 $525,000 $ 22,096
Chairman 1992 553,500 373,700 -0- 20,406
1991 525,000 309,750 500,000
Charles W. Cole, Jr., .... 1993 584,000 394,200 525,000 32,754
President and CEO 1992 553,500 373,700 -0- 30,758
1991 525,000 309,750 500,000
Joseph E. Peters, ........ 1993 336,600 176,700 285,000 19,833
Executive Vice President 1992 319,000 167,500 -0- 18,537
1991 301,000 158,025 260,000
Frederick W. Meier, Jr., . 1993 298,350 156,600 250,000 13,869
Executive Vice President 1992 282,750 148,500 -0- 12,725
1991 268,750 141,094 225,000
Robert W. Schaefer, ...... 1993 289,100 151,800 245,000 28,756
Executive Vice President 1992 274,000 143,900 -0- 27,085
1991 258,000 135,450 220,000
</TABLE>
- - --------
(1) Bonuses are earned in the year specified and paid in the following year,
except that the 1993 bonus was paid in 1993.
(2) This column shows the market value of awards of AIB restricted stock on
the date of grant. Restrictions on the stock lapse in equal amounts on the
third, fourth and fifth anniversaries of each respective grant (except
that, with respect to the awards granted in 1991, the first one-third
vested in December 1993 for all executives except Mr. Casey). Dividends
are paid on restricted stock in the same manner and amount as paid on the
same unrestricted securities. Number and values of restricted stock
holdings at December 31, 1993 were as follows:
<TABLE>
<CAPTION>
NUMBER AND VALUE OF AIB RESTRICTED STOCK
---------------------------------------------
NAME ORDINARY ORDINARY ADRS PREFERRED ADRS
---- ------------ -------------- ---------------
<S> <C> <C> <C>
Jeremiah E. Casey............. 46,209 47,025 10,243
$ 200,085 $ 1,199,138 $ 290,645
Charles W. Cole, Jr. ......... 39,182 7,298
$ 999,141 $ 207,081
Joseph E. Peters.............. 20,912 3,888
$ 533,256 $ 110,322
Frederick W. Meier, Jr. ...... 18,249 3,389
$ 465,350 $ 96,163
Robert W. Schaefer............ 17,867 3,316
$ 455,609 $ 94,092
</TABLE>
(3) Consists solely of the value of split-dollar life insurance premiums paid
pursuant to the Corporation's Executive Life Insurance Program during 1993
of 17,599, 28,257, 15,336, 9,372 and 24,259 for Messrs. Casey, Cole,
Peters, Meier and Schaefer respectively, and matching contributions under
the Corporation's Thrift Plan of $4,497 for each of the named executive
officers. This information is not required for 1991.
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The Corporation has not issued any options or SARs to any of the named
executive officers during the three years ended December 31, 1993, and there
are no options or SARs currently outstanding.
PENSION PLANS
The following table shows the estimated annual pension benefits payable to a
covered employee at age 65 under the Corporation's qualified defined benefit
pension plan and non-qualified supplemental pension plan:
<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFIT AT AGE 65
WITH YEARS OF SERVICE INDICATED
-----------------------------------------------------
AVERAGE ANNUAL 25 YEARS
EARNINGS 15 YEARS 20 YEARS OR MORE
-------------- ----------- ----------- -----------
<S> <C> <C> <C>
400,000 200,000 220,000 280,000
600,000 300,000 330,000 420,000
800,000 400,000 440,000 560,000
1,000,000 500,000 550,000 700,000
1,200,000 600,000 660,000 840,000
</TABLE>
A participant's remuneration covered by the pension plans is average total
compensation (salary, bonus and all other compensation other than compensation
attributable to restricted stock awards) for the three calendar years during
the last ten years of the participant's career for which the average is the
highest. The estimated years of service for each of the named executive
officers is as follows: Mr. Casey, 36 years; Mr. Cole, 33 years; Mr. Meier, 25
years; Mr. Peters, 33 years; Mr. Schaefer, 43 years. Benefits shown in the
table are computed on the basis of a straight life annuity commencing at age 65
and are reduced by Social Security benefits.
DIRECTOR COMPENSATION
Each director who is not also an officer of the Corporation receives an
annual retainer of $15,500 in cash or Common Stock ADRs having a value of
$17,000, at the director's option, plus $1,000 for attendance at each meeting
of the Board and between $900 and $1,100 for attendance at meetings of
committees of the Board. In addition, each committee chairperson receives an
additional $300 per meeting, other than the chairman of the Management and
Compensation Committee, who receives an annual retainer of $6,500 in lieu of an
additional fee per meeting.
EMPLOYMENT AGREEMENTS
The Corporation and First National (the "Employers") have entered into
employment agreements with Messrs. Casey and Cole (the "Executives"), each of
which runs until June 30, 1994. The employment agreements generally provide
that in the event of termination of employment by resignation of the Executive
due to a significant change in the nature or scope of his authorities or duties
or to a reduction in total compensation from that previously provided or to the
breach by either of the Employers of any other provision of the employment
agreement, then during the remainder of the employment period the Employers
shall continue to pay the Executive his salary in effect immediately prior to
the date of termination plus an annual bonus payable at the customary time
during the employment period. During the remainder of the employment period the
Executive is entitled to continue to participate in all benefit programs, plans
and arrangements of the Employers or, if such benefits are not available, to
receive payment of equivalent benefits. The Executive may in his discretion
elect within 60 days after such termination to be paid a lump sum or other
agreed severance allowance in lieu of termination benefit in an amount of cash
to be negotiated. In the event of termination due to the total disability of
the Executive, the Executive is entitled to receive an amount equal to six
months salary and benefits under all applicable sickness, accident or health
insurance, deferred compensation plan or flexible benefits programs for two
years following the date of total disability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Casey, Cole, Crooke, DeVito, Dermot Egan (who retired as a director
in December 1993) and Geckle served on the Corporation's Management and
Compensation Committee during 1993. Mr.Casey was
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Chairman of the Corporation during 1993 and Mr. Cole was President and Chief
Executive Officer. Mr. DeVito is Chairman and Chief Executive officer of The
Rouse Company, which maintains various banking relationships with First
National. In addition, First National has loans outstanding to, and leases
certain facilities from, various affiliates of The Rouse Company, under which
the aggregate amount payable during 1993 was approximately $473,000. All such
loans were made in the ordinary course of business, on substantially the same
terms as those prevailing at the time for comparable transactions with other
persons and do not involve more than the normal risk of collectibility or
present other unfavorable features, and the terms of such leases are at least
as favorable to First National as could be obtained elsewhere. Mr. Casey served
on the Personnel Committee of The Rouse Company, which Committee has certain
responsibilities relating to the compensation of executive officers of The
Rouse Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Allied Irish Banks plc, Bankcentre, Ballsbridge, Dublin 4, Ireland has owned
100% of the Corporation's Common Stock since March 21, 1989. Messrs. Casey,
Kelly, Mulcahy and Wilson are directors and executive officers of AIB, and as
such, each may be deemed to be the beneficial owner of 100% of the
Corporation's Common Stock.
No director or named executive officer of the Corporation owns any of the
Corporation's Preferred Stock.
The following table sets forth the number of AIB Ordinary Shares (including
such shares held in the form of AIB Ordinary ADRs but excluding directors'
qualifying shares) and AIB Preferred Stock ADRs owned beneficially by each
named executive officer and director of the Corporation and by all executive
officers and directors as a group:
<TABLE>
<CAPTION>
ORDINARY SHARES PREFERRED STOCK ADRS
------------------------ ---------------------
PERCENT OF PERCENT OF
NUMBER OF SHARES NUMBER OF SHARES
SHARES OUTSTANDING SHARES OUTSTANDING
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Executive Officers(1)
Jeremiah E. Casey............... 464,750 (2) 16,801 (2)
Charles W. Cole, Jr. ........... 430,550 (2) 12,801 (2)
Frederick W. Meier, Jr. ........ 149,438 (2) 8,698 (2)
Joseph E. Peters................ 212,714 (2) 11,479 (2)
Robert W. Schaefer.............. 176,678 (2) 5,000 (2)
Directors
Benjamin L. Brown............... -- -- -- --
J. Owen Cole.................... -- -- 1,000 (2)
Edward A. Crooke................ -- -- -- --
John F. Dealy................... -- -- -- --
Mathias J. DeVito............... -- -- -- --
Rhoda M. Dorsey................. -- -- -- --
Jerome W. Geckle................ -- -- -- --
Frank A. Gunther, Jr. .......... -- -- -- --
Curran W. Harvey, Jr. .......... -- -- -- --
Margaret M. Heckler............. -- -- -- --
Kevin J. Kelly.................. 15,315(3) (2) -- --
Henry J. Knott.................. -- -- -- --
Thomas P. Mulcahy............... 293,125(3) (2) -- --
William M. Passano, Jr. ........ -- -- -- --
Robert I. Schattner............. 20,516 (2) -- --
Brian V. Wilson................. 205,000(3) (2) -- --
All executive officers and di-
rectors as a group (23 per-
sons).......................... 2,301,536 (2) 65,788 (2)
</TABLE>
- - --------
(1) With respect to executive officers, includes holdings of restricted stock.
(2) Beneficial ownership does not exceed one percent of the shares of such
class outstanding.
(3) Includes shares subject to presently exercisable stock options.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of the Corporation, members of their immediate
families and AIB and certain affiliates were customers of, and had transactions
with, the Corporation, First National and other subsidiaries of the Corporation
in the ordinary course of business during 1993. Similar transactions in the
ordinary course of business may be expected to take place in the future.
All loans to executive officers and directors and members of their immediate
families and to Allied Irish and certain affiliates were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons and do not involve more than normal risk of collectibility
or present other unfavorable features. Of the loans outstanding at December 31,
1993, none were contractually past due 90 days or more as to principal or
interest and none were classified as nonaccrual, restructured or potential
problem loans.
Mathias J. DeVito, a director of the Corporation and of First National, is
Chairman of the Board and Chief Executive Officer of The Rouse Company, and Mr.
Casey is a director of The Rouse Company. Transactions between the Corporation
and The Rouse Company and their subsidiaries and affiliates are described under
"Compensation Committee Interlocks and Insider Participation" above.
In 1993, the law firm of Shaw, Pittman, Potts and Trowbridge, of which Mr.
Dealy, a director of the Corporation and First National, is Senior Counsel,
provided legal services to the Corporation.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
First Maryland Bancorp
/s/ Robert W. Schaefer
By___________________________________
(ROBERT W. SCHAEFER EXECUTIVE VICE
PRESIDENT)
Dated: March 31, 1994
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