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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1994
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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
FIRST MARYLAND BUILDING
25 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (zip code)
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 registered
------------------- -----------------------------------------
7.875% Noncumulative Preferred Stock, New York Stock Exchange, Inc.
Series A
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. [X]
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.
Frank P. Bramble is 46 years old and has served as a director of the
Corporation and of First National since April 1994. He is President and Chief
Executive Officer of the Corporation and of The First National Bank of Maryland
("First National"). He was previously President and Chief Executive Officer of
MNC Financial and Chairman of NationsBank of Maryland.
Benjamin L. Brown is 65 years old and has served as a director of the
Corporation and First National, a wholly-owned subsidiary of the Corporation,
since 1990. Mr. Brown is an attorney and retired January 1995 as General
Counsel and Executive Director of the National Institute of Municipal Law
Officers.
Jeremiah E. Casey is 55 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 ("The Rouse
Company").
J. Owen Cole is 65 years old and has served as a director of the Corporation
since 1974 and of First National since 1968. Mr. Cole was Chairman of the Board
of the Corporation and of First National until 1987. He is a director and, as
of January 1, 1995, Chairman of the Board of Blue Cross/Blue Shield of
Maryland, Inc. Mr. Cole is also a director of Baltimore Gas & Electric Company,
a public utility company ("BG&E").
Edward A. Crooke is 56 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 1992, prior to which he was President--Utility
Operations, and he has been a director of BG&E since 1988.
John F. Dealy is 55 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 64 years old and has served as a director of the
Corporation and of First National since 1974. He retired as Chief Executive
Officer of The Rouse Company in February 1995 but continues to serve as its
Chairman of the Board. He is also a director of USAir Group, Inc.
Rhoda M. Dorsey is 67 years old and has served as a director of the
Corporation and of First National since 1975. She is President Emeritus of
Goucher College. She is also a director of Bell Atlantic Maryland.
Jerome W. Geckle is 65 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 63 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., a contract hardware and industrial
mill supply company.
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Curran W. Harvey, Jr. is 66 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 63 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.
Kevin J. Kelly is 53 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 56 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 53 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 66 years old and has served as a director of the
Corporation and of First National since 1974. He retired as Chief Executive
Officer of Waverly Inc., a publisher of medical books and periodicals, in April
1991, but continues to serve as Chairman and a director.
Robert I. Schattner is 69 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, a company engaged in research and
development of Hospital disinfectant products.
Brian V. Wilson is 48 years old and has served as a director of the
Corporation since January 1994. He was appointed Director of Strategic
Development for AIB in 1994 and has served as Group General Manager of AIB's
Ireland Division since 1989 and a director of AIB since 1990.
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EXECUTIVE OFFICERS
The following persons are the executive officers of the Corporation. Except
for Messrs. Evans, Fatzinger, Maddox and Fitzsimmons, each was elected to serve
for a one year term. Messrs. Evans, Fatzinger, Maddox and Fitzsimmons were
elected to serve until the organizational meeting of the Board of Directors
following the 1995 annual meeting of the Corporation's stockholder. There are
no arrangements or understandings between any named executive officer and any
other person pursuant to which he or she was or is to be elected as an
executive officer.
<TABLE>
<CAPTION>
YEAR ELECTED
NAME AND POSITION AGE EXECUTIVE OFFICER
----------------- --- -----------------
<S> <C> <C>
Jeremiah E. Casey......................................... 55 1985
Chairman of the Board
Frank P. Bramble.......................................... 46 1994
President and Chief Executive Officer
David M. Cronin........................................... 45 1989
Executive Vice President and Treasurer
Frederick W. Meier, Jr. .................................. 51 1984
Executive Vice President
Robert W. Schaefer........................................ 61 1973
Executive Vice President
Harry E. Berry............................................ 49 1994
Executive Vice President
Jerome W. Evans........................................... 48 1994
Executive Vice President
Walter R. Fatzinger, Jr. ................................. 52 1994
Executive Vice President
Brian M. Leeney........................................... 45 1994
Executive Vice President
Jeffrey D. Maddox ........................................ 40 1994
Executive Vice President
Richard H. White.......................................... 48 1994
Executive Vice President
Thomas D. Fitzsimmons .................................... 38 1994
Senior Vice President
Joan M. Gillespie ........................................ 42 1994
Senior Vice President
Andrew D. Hiduke ......................................... 47 1994
Senior Vice President
Brian L. King ............................................ 49 1994
Senior Vice President
James A. Smith ........................................... 47 1994
Senior Vice President
</TABLE>
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). To the Corporation's knowledge all reports
required by Section 16 of the Act were timely filed and all transactions of
insiders in the Corporation's preferred stock were timely reported.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation of each
of the Corporation's Chief Executive Officers, who served in that capacity
during 1994, the four other most highly compensated executive officers who
served as executive officers as of December 31, 1994 for services to the
Corporation in all capacities during each of the three years ended December 31,
1994:
<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........... 1994 584,000 -0- -0- 33,158
Chairman 1993 584,000 394,200 525,000 29,208
1992 553,500 373,700 -0- 34,313
Frank P. Bramble, Sr.(4).... 1994 337,500 -0- 500,000 36,977
President and CEO
Charles W. Cole............. 1994 293,304 -0- -0- 2,120,358
President and CEO 1993 584,000 394,200 525,000 38,378
(Retired 4/30/94) 1992 553,500 373,700 -0- 48,245
David M. Cronin............. 1994 274,000 -0- -0- 15,400
Executive Vice President 1993 262,200 137,700 220,000 13,885
and Treasurer 1992 248,500 130,500 -0- 15,116
Frederick W. Meier, Jr. .... 1994 311,800 -0- -0- 20,850
Executive Vice President 1993 298,350 156,600 250,000 18,535
1992 282,750 148,500 -0- 20,832
Robert W. Schaefer.......... 1994 302,200 -0- -0- 36,596
Executive Vice President 1993 289,100 151,800 245,000 33,361
1992 274,000 143,900 -0- 42,092
</TABLE>
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(1) Bonuses are earned in the year specified and paid in the following year,
except that the 1993 bonus was paid in 1993 at the election of each
executive officer.
(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. 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, 1994 were as follows:
<TABLE>
<CAPTION>
NUMBER AND VALUE OF
AIB RESTRICTED STOCK
----------------------------
NAME ORDINARY ADRS PREFERRED ADRS
---- ------------- --------------
<S> <C> <C>
Jeremiah E. Casey............................... 39,182 7,298
$989,346 $195,222
Frank P. Bramble................................ 17,877 3,636
$451,394 $97,263
David M. Cronin................................. 15,963 2,960
$403,066 $79,180
Frederick W. Meier, Jr. ........................ 18,250 3,390
$460,813 $90,683
Robert W. Schaefer.............................. 17,867 3,317
$451,142 $88,730
</TABLE>
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(3) Consists of (a) the value of split-dollar life insurance premiums paid
pursuant to the Corporation's Executive Life Insurance Program of
$28,537.57, $36,976.75, $37,533.32, $10,780.19, $16,229.50 and $31,975.74
during 1994 for Messrs. Casey, Bramble, Cole, Cronin, Meier and Schaefer
respectively, (b) matching contributions under the Corporation's Thrift
Plan of $4,620 for Messrs. Casey, Cole, Cronin, Meier and Schaefer, (c)
cash payments (other than with respect to defined benefit plan
entitlements) made upon retirement to Mr. Cole ($967,232); (d) the value of
the removal of the restrictions from Mr. Cole's restricted stock holdings
($1,073,163); and (e) the imputed value of Mr. Cole's automobile and other
property transferred to him upon retirement ($37,810). The Corporation has
changed its reporting of split dollar life insurance premiums. The
disclosure is based on the assumption that the portion of the premium paid
by the Corporation is an interest free loan to the earliest possible date
the premium can be refunded to the executive. The Corporation has restated
the reported amounts of such premiums for 1992 and 1993 based on this
methodology.
(4) Mr. Bramble was elected President and CEO on April 1, 1994. In the two
years prior to that time, Mr. Bramble was not employed by the Corporation.
The Corporation has not issued any options or SARs to any of the named
executive officers during the three years ended December 31, 1994, 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, non-qualified supplemental pension plan and U.S. social security
benefits.
ANNUAL RETIREMENT BENEFIT AT AGE 65 WITH YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
25 YEARS
REMUNERATION 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 (except Mr. Cronin who does not participate in the non-qualified
supplemental plan) is as follows: Mr. Casey, 37 years; Mr. Bramble, 9 months;
Mr. Meier, 26 years; Mr. Schaefer, 44 years; Mr. Cole, 33 years (retired
04/30/94); Mr. Bramble is entitled to supplemental retirement benefits under an
agreement substantially similar to the other participants which provides for a
supplemental retirement benefit of 60% of the average of the highest three
years of compensation during his career, offset by benefit payments under the
Corporation's qualified defined benefit plan and social security benefits.
DIRECTOR COMPENSATION
Each director who is not also an officer of the Corporation receives an
annual retainer of $17,000 in cash or Common Stock ADRs having a value of
$18,500, at the director's option, plus $1,100 for attendance at each meeting
of the Board and $900 for attendance at meetings of committees of the Board. In
addition, each committee chairperson receives an additional $300 per meeting,
other than the chairperson of the Management and Compensation Committee, who
receives an annual retainer of $6,500 in lieu of an additional fee per meeting.
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EMPLOYMENT AGREEMENTS
The employment agreements between the Corporation and First National and
Messrs. Cole and Casey expired in June 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Crooke, DeVito, Geckle and Mulcahy served on the Corporation's
Management and Compensation Committee during 1994. No member of the
Compensation Committee was an officer or employee of the Corporation during
1994. Mr.Casey was Chairman of the Corporation and served as a director of The
Rouse Company during 1994. Mr. DeVito served as Chairman and Chief Executive
officer of The Rouse Company during 1994. The Rouse Company 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. The aggregate amount payable during 1994 by First National
to The Rouse Company under such leases was $491,897.75. All loans to The Rouse
Company 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 did not involve more than the normal risk of collectibility or
present other unfavorable features. The terms of the leases from The Rouse
Company 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)
Frank P. Bramble.................... 106,993 (2) 3,636 (2)
Jeremiah E. Casey................... 463,750 (2) 16,801 (2)
David M. Cronin..................... 170,287 (2) 6,505 (2)
Frederick W. Meier, Jr. ............ 112,620 (2) 8,309 (2)
Robert W. Schaefer.................. 150,000 (2) 5,000 (2)
Charles W. Cole, Jr. ............... 430,550 (2) 12,801 (2)
DIRECTORS
Benjamin L. Brown................... -- -- -- --
J. Owen Cole........................ -- -- 1,000 (2)
Edward A. Crooke.................... -- -- -- --
John F. Dealy....................... -- -- -- --
Mathias J. DeVito................... -- -- -- --
Rhoda M. Dorsey..................... -- -- -- --
</TABLE>
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<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>
Jerome W. Geckle................ -- -- -- --
Frank A. Gunther, Jr. .......... -- -- -- --
Curran W. Harvey, Jr. .......... -- -- -- --
Margaret M. Heckler............. -- -- -- --
Kevin J. Kelly.................. 216,668(3) (2) -- --
Henry J. Knott.................. -- -- -- --
Thomas P. Mulcahy............... 295,371(3) (2) -- --
William M. Passano, Jr. ........ -- -- -- --
Robert I. Schattner............. 26,592 (2) -- --
Brian V. Wilson................. 245,741(3) (2) -- --
All executive officers and
directors as a group
(23 persons)................... 2,218,572 (2) 54,052 (2)
</TABLE>
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(1) With respect to Messrs. Bramble, Casey, Cronin, Meier and Schaefer,
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.
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 1994. 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,
1994, 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,
served as Chairman of the Board and Chief Executive Officer of The Rouse
Company during 1994, 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 1994, 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 28, 1995
8
