SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-A/A; AMENDMENT NO. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FIRST MARYLAND BANCORP
(Exact name of registrant as specified in its charter)
Maryland 52-0981378
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 S. Charles Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
Commission File No. 1-7273
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered under Section 12(b) of the Act: N/A
Securities to be registered under Section 12(g) of the Act: N/A
______________________________
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Item 1. Description of Registrant's Securities.
First Maryland Bancorp's (the "Corporation") 7.875%
Noncumulative Preferred Stock, Series A (the "Series A
Preferred") has been registered under Section 12(b) of the Act
and is listed on the New York Stock Exchange. The Series A
Preferred was created on December 10, 1993, by means of Articles
Supplementary to the Articles of Incorporation, as amended (the
"Charter") of the Corporation. As created, the Series A Preferred
had voting rights only in limited circumstances relating to
dividend arrearages and actions with respect to the Charter that
would have a material adverse effect on the rights of the Series
A Preferred. Effective October 31, 1995, the Charter was amended
to provide that in addition to the existing voting rights, each
share of Series A Preferred will have one vote, voting together
with the Corporation's common stock, on each matter submitted to
a vote at a meeting of stockholders of the Corporation. A
complete description of the Series A Preferred, as amended, is
set forth in the Charter of the Corporation which is filed as an
Exhibit to this Amendment No. 1, which Exhibit is incorporated
herein by reference.
Item 2. Exhibits
3.(i) Articles of Incorporation of the Registrant, as
amended (Regulation S-K, Item 601(b)(3)(i)).
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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 thereunto duly authorized.
Date: November 2, 1995 FIRST MARYLAND BANCORP
By: /s/ ROBERT W. SCHAEFER
_____________________________
Robert W. Schaefer, Executive
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description
3.(i) Articles of Incorporation of the
Registrant, as amended
ARTICLES OF AMENDMENT
FIRST MARYLAND BANCORP
FIRST MARYLAND BANCORP, a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"),
hereby certifies to the Maryland State Department of Assessments
and Taxation (the "Department") as follows:
FIRST: On December 10, 1993, the Department accepted for
record Articles Supplementary, dated December 9, 1993 (the
"Articles Supplementary") to the Articles of Incorporation, as
amended (the "Charter"), of the Corporation.
SECOND: The Charter of the Corporation is hereby further
amended by modifying Article SECOND, Clause (v) of the Articles
Supplementary as follows:
(a) The existing first paragraph of Clause (v) is deleted
in its entirety and the following inserted in lieu thereof"
"Voting Rights. The holders of the Series A Preferred
Stock shall have the voting rights specified in this clause (v)
and such other voting rights as may be specified under
applicable law. For purposes of this clause (v) and in any case
where the holders of the Series A Preferred Stock are entitled to
vote upon any matter, whether as a single class or together with
any other class or classes of stock as a single class, each share
of Series A Preferred Stock shall be entitled to one vote."
(b) The heading of existing Clause (v)(b) is deleted and
the following inserted in lieu thereof:
"Voting Rights in Special Circumstances."
(c) The existing first sentence of Clause (v)(c) is deleted
and the following inserted in lieu thereof:
"At any time when the power to elect directors vests in
the holders of the Series A Preferred Stock and Parity Stock
pursuant to clause (v)(a)hereof, an appropriate officer of the
Corporation shall call a special meeting of the holders of the
Series A Preferred Stock and such Parity Stock for the
purpose of electing directors."
(d) The following new Clause (v)(d) is added following
Clause (v)(c):
"(d) Other Voting Rights. In addition to the voting
rights provided for in clauses (v)(a) and (v)(b) of this Article
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SECOND, the holders of the Series A Preferred Stock shall have
the right to vote, together with the holders of the Common Stock
of the Corporation voting as a single class, on each matter
submitted to a vote at a meeting of stockholders of the
Corporation."
THIRD: The foregoing amendment to the Charter of the
Corporation (i) does not increase the authorized stock of the
Corporation and (ii) was advised by the Board of Directors and
approved by the stockholders of the Corporation entitled to
vote thereon.
IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed in its name and on its
behalf by its President and witnessed by its Secretary on
October 31, 1995.
WITNESS: FIRST MARYLAND BANCORP
/s/ RONALD C. MCGUIRK By: /s/ FRANK P. BRAMBLE
_____________________ ___________________________
Secretary Frank P. Bramble, President
and Chief Executive Officer
The Undersigned, President and Chief Executive Officer of
First Maryland Bancorp, who executed on behalf of the Corporation
the foregoing Articles of Amendment of which this certificate is
made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be the
act of said Corporation and hereby certifies under penalties of
perjury that to the best of his knowledge, information and belief
the matters and facts set forth therein with respect to the
authorization and approval thereof are true and correct in all
material respects.
/s/ FRANK P. BRAMBLE
___________________________
Frank P. Bramble, President
and Chief Executive Officer
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ARTICLES OF AMENDMENT
FIRST MARYLAND BANCORP
FIRST MARYLAND BANCORP, a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"),
hereby certifies to the Maryland State Department of Assessments
and Taxation (the "Department") as follows:
FIRST: The Articles of Incorporation, as amended, of the
Corporation (the "Charter") are hereby amended by deleting the
existing clause (a) of Article FIFTH of the Charter and by
inserting in lieu thereof the following new clause(a):
"(a) The total number of shares of capital stock of
all classes that the Corporation is authorized to issue is 609
million shares, divided into the following classes: 600,000,000
shares of common stock, par value $1/7 per share; 6,900,000
shares of 7.875% Noncumulative Preferred Stock, Series A, par
value $5.00 per share; and 2,100,000 shares of Preferred Stock,
Series A, par value $5.00 per share. The aggregate par value of
all shares of all classes of capital stock of the Corporation is
$130,714,286. The Board of Directors may classify any unissued
shares of capital stock by setting or changing in any one or more
respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications
or terms or conditions of redemptions of such shares of stock.
All references in these Articles of Incorporation to
the "Common Stock" of the Corporation shall be to the Common
Stock as from time to time amended."
SECOND: (a) As of immediately before the amendment set
forth herein, the total number of shares of capital stock of all
classes that the Corporation is authorized to issue is 50,000,000
shares, divided into the following classes: 41,000,000 shares of
common stock, par value $5.00 per share; 6,900,000 shares
of 7.875% Noncumulative Preferred Stock, Series A, par value
$5.00 per share; and 2,100,000 shares of Preferred Stock, Series
A, par value $5.00 per share. The aggregate par value of all
shares of all classes of capital stock of the Corporation is
$250,000,000.
(b) As amended as set forth herein, the total number of
shares of capital stock of all classes that the Corporation is
authorized to issue is 609,000,000 shares, divided into the
following classes: 600,000,000 shares of common stock, par value
$1/7 per share; 6,900,000 shares of 7.875% Noncumulative
Preferred Stock, Series A, par value $5.00 per share; and
2,100,000 shares of Preferred Stock, Series A, par value $5.00
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per share. The aggregate par value of all shares of all classes
of capital stock of the Corporation is $130,714,286.
(c) The information required by Section 2-607(b)(2)(i) of
the Corporations and Associations Article of the Annotated Code
of Maryland has not been changed by these Articles of Amendment.
THIRD: The Charter is further amended by deleting Article
SEVENTH, paragraph (9) in its entirety and by renumbering current
paragraph (10) of Article SEVENTH as paragraph (9)
FOURTH: The foregoing amendments to the Charter were
advised by the Board of Directors of the Corporation and approved
by the stockholders of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed in its name and on its
behalf by its President and witnessed by its Secretary on
October 5, 1995.
WITNESS: FIRST MARYLAND BANCORP
/s/ RONALD C. MCGUIRK By: /s/ FRANK P. BRAMBLE
_____________________ ___________________________
Secretary Frank P. Bramble, President
and Chief Executive Officer
The Undersigned, President and Chief Executive Officer of
First Maryland Bancorp, who executed on behalf of the Corporation
the foregoing Articles of Amendment of which this certificate is
made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles of Amendment to be
the act of said Corporation and hereby certifies under penalties
of perjury that to the best of his knowledge, information and
belief the matters and facts set forth therein with respect to
the authorization and approval thereof are true and correct in
all material respects.
/s/ FRANK P. BRAMBLE
_______________________________
Frank P. Bramble, President and
Chief Executive Officer
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FIRST MARYLAND BANCORP
Articles Supplementary
Series Preferred Stock
and
7.875% Noncumulative Preferred Stock, Series A
First Maryland Bancorp, a Maryland Corporation, having its
principal office in Baltimore City, Maryland (the Corporation"),
hereby certifies to the Maryland State Department of Assessments
and Taxation that
FIRST: Pursuant to authority expressly vested in the
Board of Directors of the Corporation by Article FIFTH of the
Charter of the Corporation, the Board of Directors has duly
divided and classified (i) 9,000,000 shares of the Common Stock
of the Corporation into a class designated Preferred Stock,
Series A and has provided for the issuance of such class and (ii)
6,900,000 shares of the Preferred Stock of the Corporation into a
Series designated 7.875% Noncumulative Preferred Stock, Series A
and has provided for the issuance of such series
SECOND: The terms of the 7.875% Noncumulative Preferred
Stock, Series A are as follows
(i) Designation and Amount. The designation of the Series
of the Preferred Stock described in clause (ii) of Article FIRST
hereof shall be "7.875% Noncumulative Preferred Stock, Series A"
(the "Series A Preferred Stock"). The number of shares of Series
A Preferred Stock shall be 6,900,000.
(ii) Dividends. (a) Rate. The holders of record of shares
of Series A Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally
available therefor, an initial noncumulative quarterly dividend
from the date of original issue thereof to and including January
31, 1994 (the "Initial Dividend Period") and for each Dividend
Period (as defined below) thereafter, quarterly noncumulative
dividends at the quarterly rate of $.4925 per share ($1.97 per
annum), calculated on the basis of a 360-day year of 12, 30-day
months, accruing on a daily basis, payable in arrears on January
31, April 30, July 31, and October 31 (a "Dividend Payment
Date"), in each year, commencing on January 31, 1994. The
interval beginning on the most recent Dividend Payment Date and
ending on the day immediately prior to the next succeeding
Dividend Payment Date is referred to as the "Dividend
Period." Dividends will be payable to the holders of record on
the l5th day (whether or not a business day in Baltimore,
Maryland and New York, New York) preceding the related Dividend
Payment Date.
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(b) Rank. etc. The Series A Preferred Stock shall rank
on a parity with the Corporation's Preferred Stock, if and when
such Preferred Stock (or any other class or series of preferred
stock by its terms ranking on a parity with the Series A
Preferred Stock as to dividends and upon liquidation) is duly
classified and so designated by the Board of Directors, as to
dividends and upon liquidation ("Parity Stock").
So long as any shares of Series A Preferred Stock are
outstanding, the Corporation will not declare or pay any dividend
on the Common Stock, $5.00 par value (the "Common Stock"), of the
Corporation or on any other class of Stock ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation
(the Common Stock and any such junior class being referred to as
the junior Stock") (other than in shares of Junior Stock or
rights to purchase or acquire Junior Stock) and neither the
Company nor any of its subsidiaries will purchase or make any
payment on account of, or set apart money for, a sinking or other
analogous fund for the purchase, redemption or other retirement
of, any Junior Stock or make any distribution in respect thereof,
in each case either directly or indirectly and whether in cash or
property or in obligations or shares of the Corporation, unless
and until such time as dividends on all outstanding shares of
Series A Preferred Stock have been declared and paid (or declared
and a sum sufficient for the payment thereof is set apart for
such payment) for three consecutive Dividend Periods (including
the then-current Dividend Period) or, in the event there have
been fewer than three full Dividend Periods, for each Dividend
Period since the date of original issuance of the Series A
Preferred Stock.
So long as any shares of Series A Preferred Stock are
outstanding, the Corporation will not purchase or redeem any
shares of Series A Preferred Stock or Parity Stock (except by
conversion into or exchange for Junior Stock) unless and until
such time as dividends on all outstanding shares of Series A
Preferred Stock have been declared and paid (or declared and a
sum sufficient for the payment thereof is net apart for such
payment) for three consecutive Dividend Periods (including the
then-current Dividend Period) or, in the event there have
been fewer than three full Dividend Periods, for each Dividend
Period since the date of original issuance of the Series A
Preferred Stock, or unless all Series A Preferred Stock and
Parity Stock then outstanding is so purchased or redeemed;
provided, however, that this provision shall not be deemed to
prohibit the purchase or requisition of Series A Preferred Stock
or Parity Stock pursuant to a purchase or exchange offer or
offers made on the same terms to all holders of the Series A
Preferred Stock.
So long as any shares of Series A Preferred Stock are
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outstanding and dividends on such shares of Series A Preferred
Stock have not been paid in full for the then-current Dividend
Period, no dividends shall be declared or paid by the Corporation
upon Parity Stock for such current Dividend Period; provided,
that a dividend may be declared and paid with respect to all
Series A Preferred Stock and Parity Stock then outstanding if the
amounts of any dividends declared per share on the Series A
Preferred Stock and the Parity Stock will in all cases bear to
each other the same ratio that accrued dividends per share
(without accumulation for any unpaid dividends for any prior
Dividend Period, unless previously declared) on the Series A
Preferred Stock and such Parity Stock bear to each other.
(iii) Liquidation. (a) Preference on Liquidation. In the
event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary,
(any or all of such events, a "liquidation"), the holders of
shares of Series A Preferred Stock then outstanding shall be
entitled, pari passu as if members of a single class of
securities with the holders of other Parity Stock, to be paid out
of the assets of the Corporation, before any payment shall be
made to the holders of the Junior Stock, an amount equal to $25
per share of such Series A Preferred Stock (the "Liquidation
Value") plus an amount equal to any dividends (whether or not
earned or declared) accrued and unpaid thereon through the date
of final distribution (without accumulation of any unpaid
dividends for any prior Dividend Period unless previously
declared).
(b) Insufficient Assets. If, upon any liquidation of
the Corporation, the assets of the Corporation are insufficient
to pay the holders of shares of the Series A Preferred Stock and
the Parity Stock then outstanding the full amounts to which they
shall be entitled, such assets shall be distributed to the
holders of the Series A Preferred Stock and the Parity Stock
pro rata in proportion to the amounts to which they shall be
entitled.
(c) Rights of Other Holders. In the event of any
liquidation, after payment shall have been made to the holders of
the Series A Preferred Stock and all Parity Stock of all
preferential amounts to which they shall be entitled, the holders
of shares of Junior Stock of the Corporation shall receive such
amounts as to which they are entitled by the terms thereof.
(d) Consolidation, Merger or Sale of Assets. Neither a
consolidation or merger of the Corporation with or into any other
Corporation, nor a sale or transfer of all or substantially all
of the Corporation's assets for cash or securities nor a
statutory share exchange in which stockholders of the Corporation
may participate shall be considered a liquidation, dissolution or
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winding-up of the Corporation within the meaning of this clause
(iii).
(iv) Redemption. (a) Optional Redemption. The Series A
Preferred Stock shall be subject to redemption, at the option of
the Corporation, with the approval of the Board of Governors of
the Federal Reserve System and the Central Bank of Ireland, each
to the extent applicable, in whole or from time to time in part
at any time on or after December 14, 1998 at a per share
redemption price equal to the Liquidation Value plus accrued and
unpaid dividends (whether or not declared) from the immediately
preceding Dividend Payment Date to the redemption date (but
without accumulation of any unpaid dividends for any prior
Dividend Periods unless previously declared).
(b) Partial Redemption. If fewer than all of the
outstanding shares of Series A Preferred Stock are to be
redeemed, the number of shares to be redeemed shall be determined
by the Board of Directors of the Corporation, and such shares
shall be redeemed pro rata or by lot, in such manner as the Board
of Directors may determine to be fair and appropriate under the
circumstances. On and after the redemption date, all rights to
dividends shall cease to accrue on the Series A Preferred Stock
and the shares redeemed or to be redeemed shall be deemed to
cease to be outstanding, provided that the redemption price,
including any declared and unpaid dividends for the then-current
Dividend Period to the redemption date (without accumulation of
any unpaid dividends for any prior Dividend Periods unless
previously declared) has been duly aid or provided for. If fewer
than all the shares of Series A Preferred Stock represented by
any certificate therefor are to be redeemed, the Corporation
shall issue without charge to the holder thereof a new
certificate representing the shares of Series A Preferred Stock
not so redeemed.
(c) Notice of Redemption. The Corporation shall give
each holder of Series A Preferred Stock written notice of each
redemption pursuant to clause (iv)(a) or (b) hereof not less than
30 days nor more than 60 days prior to any redemption date. Each
notice of redemption shall state: (i) the redemption date; (ii)
the number of shares of Series A Preferred Stock to be redeemed
and, if fewer than all the shares of Series A Preferred Stock
held by the holder are to be redeemed, the number of shares of
Series A Preferred Stock to be redeemed from such holder; (iii)
the redemption price; (iv) the place or places where certificates
for the shares of Series A Preferred Stock are to be surrendered
for payment of the redemption price; and (v) that dividends on
the shares of Series A Preferred Stock to be redeemed will cease
to accrue on the redemption date. Notice of redemption having
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been given as aforesaid, the number of shares to be redeemed as
specified in such notice shall be so redeemed on the redemption
date specified.
(d) Effect of Redemption. On or after the date
established for redemption, all rights in respect of the shares
of Series A Preferred Stock to be redeemed, except the right to
receive the applicable redemption price, plus declared but unpaid
dividends, if any, to the date of redemption, shall (unless
default shall be made by the Corporation in the payment of the
applicable redemption price, plus declared but unpaid dividends,
if any, in which event such rights shall be exercisable until
such default is cured) cease and terminate, and such share shall
no longer be deemed to be outstanding, notwithstanding that any
certificates representing such shares shall not have been
surrendered to the Corporation. Any shares of Series A Preferred
Stock which have been so redeemed shall have the status of
authorized but unissued shares of Preferred Stock, without
designation, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption, until such
shares are once more classified or reclassified by the Board of
Directors.
(v) Voting Rights. Excepting the rights specified below in
this clause (v) or under applicable law, the holders of the
Series A Preferred Stock shall not be entitled to any voting
rights. For purposes of this clause (v) and in any case where
the holders of the Series A Preferred Stock are entitled to vote
upon any matter together with holders of Parity Stock or any
other class of stock as a single class, holders of Series A
Preferred Stock shall have one vote per share.
(a) Voting Rights Related to Unpaid Dividends. (1)
Whenever dividends on the shares of Series A Preferred Stock or
any Parity Stock shall not have been paid in an aggregate account
equal to or greater than six full quarterly dividends (whether or
not such dividends related to consecutive Dividend Periods),
then, and in any such event, the number of Director then
constituting the entire Board of Directors of the Corporation
shall automatically be increased by two Directors and the holders
of a plurality of the voting power of the shares of Series A
Preferred Stock and the Parity Stock upon which like voting
rights have been conferred and are exercisable, taken together as
a single class, shall be entitled at such meeting to fill such
newly created directorships. Such right to vote as a single class
to elect two Directors shall, when vested, continue until all
quarterly dividends on the shares of Series A Preferred Stock and
such Parity Stock as the case may be, shall have been paid in
full for at least four consecutive quarterly Dividend Periods
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and, when so paid, such right to elect two Directors separately
as a class shall cease, subject, always, to the same provisions
for the vesting of such right to elect two Directors separately
as a class in the case of future dividend defaults.
(2) So long as any shares of Series A Preferred
Stock are outstanding, the number of Directors of the Corporation
shell at all times be such that the exercise, by the holders of
shares of Series A Preferred Stock and the holders of shares of
Parity Stock, of the right to elect Directors under the
circumstances provided in paragraph (1) of this subclause (a)
will not contravene any provisions of the Maryland General
Corporation Law or the Charter of the Corporation.
(3) Directors elected pursuant to paragraph (1) of
this subclause (a) shall serve until the earlier of (A) the next
annual meeting of the stockholders of the Corporation and the
election (by the holders of shares of Series A Preferred Stock
and Parity Stock) and qualification of their respective
successors or (B) the date upon which full quarterly dividends on
the shares of Series A Preferred Stock and such Parity Stock
shall have been paid in full for at least four consecutive
Dividend Periods. Directors elected pursuant to paragraph (1) of
this subclause (a) may be removed by, and shall not be removed
except by, the vote of the holders of shares representing a
majority of the voting power of the Series A Preferred Stock and
Parity Stock, voting together as a single class without regard to
Series, at a meeting of the stockholders, or the holders of
shares of Series A Preferred Stock and Parity Stock, called for
that purpose. If, prior to the end of the term of any Director
elected as aforesaid, a vacancy in the office of such Director
shall occur during the continuance of a default in dividends on
the shares of Series A Preferred Stock or such Parity Stock by
reason other than removal, such vacancy may be filled for the
unexpired term by the appointment by the remaining Director
elected as aforesaid of a new Director for the unexpired term of
such former Director or by vote of the holders of the Series A
Preferred Stock and such Parity Stock.
(b) Voting Rights in Other Circumstances. The Corporation
shall not, (i) without the affirmative consent or approval of the
holders of shares representing at least 66-2/3% of the voting
power of the Series A Preferred Stock and other Parity Stock upon
which like voting rights have been conferred and are exercisable
then outstanding, voting as a single class (such consent or
approval to be given by written consent in lieu of a meeting or
by vote at a meeting), (A) classify or authorize the issuance of
any new, or increase the authorized number of shares of any
existing, class of capital stock of the Corporation which would
be senior or superior as to dividends and upon liquidation to the
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Series A Preferred Stock, or (B) take any action to cause any
amendment, alteration or repeal of any of the provisions of the
Charter of the Corporation that would materially adversely affect
the rights of holders of Series A Preferred Stock, and (ii)
without the affirmative consent or approval of the holders of
shares representing at least a majority of the voting power of
the Series A Preferred Stock and any other Parity Stock upon
which like voting rights have been conferred and are exercisable
then outstanding voting as a single class (such consent or
approval to be given by written consent in lieu of a meeting or
by vote at a meeting) increase the number of shares of Preferred
stock authorized in the Charter or create any other class of
stock (or any other Series of Preferred Stock) ranking on a
parity with the Series A Preferred Stock, as to dividends and
upon liquidation. Without prejudice to the generality of the
foregoing, any amendment, alteration or repeal of any of the
provisions of the Charter (including, for purposes hereof, these
Articles Supplementary) that purports to (i) create or authorize
any class of stock ranking prior to the Series A Preferred Stock
in respect of dividends or distribution of assets on liquidation,
or otherwise alter or abolish the liquidation preferences or any
preferential rights attaching to the Series A Preferred Stock;
(ii) reduce the redemption price or otherwise alter or abolish
any right with respect to redemption of the shares of Series A
Preferred Stock provided for herein; (iii) alter or abolish any
right such shares of Series A Preferred Stock may have to receive
dividends when, as and if declared by the Board of Directors out
of fundslegally available therefor; or (iv) exclude or limit any
voting rights of such shares of Series A Preferred Stock provided
for herein shall be deemed to be a material amendment, alteration
or repeal requiring the consent of the holders of Series A
Preferred Stock as more fully set forth in clause (ii)(B) of this
paragraph (b).
(c) Certain Procedural Matters. At any time when the power
to elect directors vests in the holders of the Series A Preferred
Stock and Parity Stock, an appropriate officer of the Corporation
shall call a special meeting of the holders of Series A Preferred
Stock and such Parity Stock for the purpose of electing
directors. The meeting must be called and held at the earliest
practicable date in the city in which the last preceding annual
meeting of the stockholders of the Corporation was held (or, in
the event such meeting was held outside the United States, in
Baltimore, Maryland) within sixty days after the power to elect
directors first vests in the holders of the Series A Preferred
Stock and such Parity Stock. If an appropriate officer of the
Corporation does not call the meeting within the required time,
the holders of record of 10% of the number of shares of Series A
Preferred Stock then outstanding may, by written notice to the
Secretary of the Corporation at its principal office, designate
any person to call such meeting, and the person so designated may
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call such meeting in the city above provided, on not fewer than
10 nor more than 20 days notice, and for that purpose shall have
access to the stock books of the Corporation. At any meeting so
called for the election of directors by the holders of the
Series A Preferred Stock or at any annual meeting of stockholders
at which the holders of Series A Preferred Stock have the right
to elect directors, holders of one-third of the shares of Series
A Preferred Stock then outstanding shall be sufficient to
constitute a quorum for the purpose of electing directors at such
meeting. If at any such meeting a quorum of the Series A
Preferred Stock is not present, the election of directors shall
not take place, and the meeting shall be adjourned from time to
time for periods not exceeding 30 days until a quorum is
obtained.
(vi) Certain Measurements of Parity Stock Dividends. For
purposes of determinations under clauses (ii)(b) and (v)(a), in
the event there is outstanding any Parity Stock with a dividend
period or dividend periods different from the Dividend Period for
the Series A Preferred Stock, the rights of the Series A
Preferred stock shall be measured by reference to the stated
dividend rate for the Parity Stock pro rata to the applicable
Dividend Period or Dividend Periods for the Series A Preferred
Stock without including any accrued but unpaid (or declared and
set aside for payout) cumulative dividends on any Parity stock
having rights to cumulative dividends.
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IN WITNESS WHEREOF, First Maryland Bancorp has caused these
presents to be signed in its name and on its behalf by its
Executive Vice President and Chief Financial Officer and
witnessed by its Secretary on December 9, 1993.
WITNESS: FIRST MARYLAND BANCORP
/s/ GARY W. SUTTON By: /s/ ROBERT W. SCHAEFER
__________________ ___________________________
Gary W. Sutton Robert W. Schaefer
Secretary Executive Vice President
and Chief Financial Officer
THE UNDERSIGNED, Executive Vice President and Chief Financial
Officer of FIRST MARYLAND BANCORP, who executed on behalf of the
Corporation the Articles supplementary of which this certificate
is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the
corporate act of said Corporation and hereby certifies that the
matters and facts set forth herein with respect to the
authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/ ROBERT W. SCHAEFER
______________________
Robert W. Schaefer
Executive Vice President
and Chief Financial Officer
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<PAGE>
FIRST MARYLAND BANCORP
ARTICLES OF INCORPORATION
(Composite version representing original Articles of
Incorporation, filed September 11, 1973, as amended through
October 26, 1988)
FIRST: THE UNDERSIGNED, James J. Winn, Jr., whose post
office address is 2000 First Maryland Building, 25 South Charles
Street, Baltimore, Maryland 21201, being at least twenty-one
years of age, acting as incorporator, does hereby form a
corporation under and by virtue of the General Laws of the State
of Maryland. (9/11/73)
SECOND: The name of the corporation (which is hereinafter
called the "Corporation") is: (9/11/73)
FIRST MARYLAND BANCORP
THIRD: The purposes for which and any of which the
Corporation is formed and the business and objects to be carried
on and promoted by it are:
(1) To acquire, own and hold stock and other securities of
all types of banking institutions and associations organized
under the laws of the United States of America, or any
foreign government, or any state, territory, province or
other political subdivision, and to do all things necessary
and appropriate in connection with owning and holding such
stock and securities. (9/11/73)
(2) To engage in any one or more businesses or transactions
or to acquire all or any portion of the securities of any
entity engaged in any one or more businesses or transactions
which the Board of Directors of the Corporation may from
time to time authorize or approve, related to the business
described elsewhere in this Article or to any other business
at the time or theretofore engaged in by the Corporation.
(9/11/73)
(3) To create, purchase or otherwise acquire (in whole or
in part), own, and in any manner sell, transfer or otherwise
dispose of businesses, corporations, enterprises, and other
entities, and to act as a parent Company or holding company
in relation to such entities. (9/11/73)
(4) To purchase, lease, hire or otherwise acquire, hold,
own, construct, erect, improve, manage, operate and in any
manner dispose of, and to aide and subscribe toward the
acquisition, construction or improvement of, buildings,
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machinery, equipment and facilities, and any other property
or appliances which may appertain to or be useful in the
conduct of any of the businesses of the Corporation, its
subsidiaries, affiliates or any other entity in which the
Corporation may have an interest; and to contract for, for
terms of years or otherwise, procure or make use of,
personal services of officers, employees, agents or
contractors, and of services of any firm, association or
corporation. (9/11/73)
(5) To acquire by purchase, subscription or otherwise, and
to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal
in and with any of the shares of capital stock, or any
voting trust certificates in respect of the shares of
capital stock, scrip, warrants, rights, bonds, debentures,
notes, trust receipts, and other securities, obligations,
choses in action and evidences of indebtedness or interests
issued or created by, any corporation, joint stock company,
syndicate, association, firm, trust, or person, public or
private, or by the government of the United States of
America, or by any foreign government, or by any state,
territory, province, municipality or other political
subdivision or by any governmental agency, or by any other
entity, and to issue in exchange therefor or in payment
thereof its own capital stock, bonds or other obligations or
securities, or otherwise pay therefor in money or other
property; to possess and exercise as owner thereof all the
rights, powers and privileges of ownership including the
right to execute consents and vote thereon, and to do any
and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in
value thereof. (9/11/73)
(6) To cause to be organized, under the laws of any state
or other political entity, a corporation or corporations,
for the purpose of accomplishing any or all of the objects
and purposes of the Corporation and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or
corporations or cause the same to be dissolved, wound up,
liquidated, merged or consolidated. (9/11/73)
(7) To carry out all or any part of the foregoing objects
as principal, or otherwise, either alone or through or in
conjunction with, as partner, joint venturer or otherwise,
any person, firm, association, or corporation; and, in
carrying on its business and for the purpose of attaining or
furthering any of its objects and purposes, to make and
perform any contracts and do any acts and things, and to
exercise any powers suitable, convenient or proper for the
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accomplishment of any of the objects and purposes herein
enumerated or incidental to the powers herein specified, or
which at any time may appear conducive to or expedient for
the accomplishment of any of such objects and purposes.
(9/11/73)
(8) To purchase or otherwise acquire, and to hold, sell or
otherwise dispose of, and to retire and reissue, shares of
its own stock of any class and any other securities issued
by it in any manner now or hereafter authorized or permitted
by law. (9/11/73)
(9) To make contracts and guarantees, incur liabilities and
borrow money; to sell, mortgage, lease, pledge, exchange,
convey, transfer, and otherwise dispose of all or any part
of the property and assets of the Corporation; and to issue
bonds, notes and other obligations and secure the same by
mortgage or deed of trust of all or any part of the
property, franchises and income of the Corporation.
(9/11/73)
(10) To aid in any manner any person, firm, partnership,
joint venture, trust, association, corporation or syndicate,
of which the shares of stock, shares, bonds, debentures,
notes, mortgages or receipts, warrants or other instruments
evidencing rights or options to receive, purchase or
subscribe for the same, or representing any other rights or
interest therein, are held by or for the Corporation, or in
the welfare of which the Corporation shall have any
interest, direct or indirect; and to do any acts or things
designed to protect, preserve, improve and enhance the value
of any such property or interest, or any other property of
the Corporation. (9/11/73)
(11) To guarantee the payment of dividends or distributions
upon any shares of stock, shares in or other securities of,
or the performance of any contract by, any other person,
firm, partnership, joint venture, trust, association,
corporation or syndicate in which, or in the welfare of
which, the Corporation has any interest, direct or indirect;
and to endorse or otherwise guarantee the payment of the
principal and interest, or either, or any bonds, debentures,
notes or other evidences of indebtedness created or issued
by any of the same. (9/11/73)
(12) To carry out all or any part of the objects and
purposes of the Corporation and to conduct its business in
all or any of its branches, in any or all states,
territories, districts and possessions of the United States
of America and in foreign countries; and to maintain offices
and agencies in any or all states, territories, districts
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and possessions of the United States of America and in
foreign countries. (9/11/73)
The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the
terms of any other clause of this or any other Article of the
charter of the Corporation, and each shall be regarded as
independent; and they are intended to be and shall be construed
as powers as well as purposes and objects of the Corporation and
shall be in addition to and not in limitation of the general
powers of the corporations under the General Laws of the State of
Maryland. (9/11/73)
FOURTH: The present post office address of the principal
office of the Corporation in this State is First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201.
(9/11/73) The name and post office address of the resident agent
of the Corporation in this State are Gary W. Sutton, First Center
Building, 110 S. Paca Street, Baltimore, Maryland 21201. Said
resident agent is a citizen of the State of Maryland actually
residing therein. (10/26/88)
FIFTH: (a) The total number of shares of stock of all
classes which the Corporation has authority to issue is
50,000,000 shares of capital stock, par value $5.00 per share,
amounting in aggregate par value to $250,000,000. All such
shares are initially classified as "Common Stock." The Board of
Directors may reclassify any unissued shares of capital stock by
setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock. (4/19/88)
(b) The following is a description of the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption of the Common Stock of the Corporation.
(4/19/88)
(1) Each share of Common Stock shall have one vote, and,
except as otherwise provided in respect of any class of
stock hereafter classified or reclassified, the
exclusive voting power for all purposes shall be vested
in the holders of the Common Stock.
(2) Subject to the provisions of law and any preferences of
any class of stock hereafter classified or
reclassified, dividends may be paid on the Common Stock
of the Corporation at such time and in such amounts as
the Board of Directors may deem advisable.
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(3) In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or
involuntary, the holders of the Common Stock shall be
entitled, after payment or provision for payment of the
debts and other liabilities of the Corporation and the
amount to which the holders of any class of stock
hereafter classified or reclassified having a
preference on distributions in the liquidation,
dissolution or winding up of the Corporation shall be
entitled, together with the holders of any other class
of stock hereafter classified or reclassified not
having a preference on distributions in the
liquidation, dissolution or winding up of the
Corporation, to share ratably in the remaining net
assets of the Corporation.
(c) Subject to the foregoing, the power of the Board of
Directors to classify and reclassify any of the shares of capital
stock shall include, without limitation, subject to the
provisions of the Charter, authority to classify or reclassify
any unissued shares of such stock into a class or classes of
non-voting common stock, preferred stock, preference stock,
special stock or other stock, and to divide and classify shares
of any class into one or more series of such class by
determining, fixing, or altering one or more of the following:
(4/19/88)
(1) The distinctive designation of such class or series
and the number of shares to constitute such class or
series; provided that, unless otherwise prohibited by
the terms of such or any other class or series, the
number of shares of any class or series may be
decreased by the Board of Directors in connection with
any classification or reclassification of unissued
shares and the number of shares of such class or series
may be increased by the Board of Directors in
connection with any such classification or
reclassification, and any shares of any class or series
which have been redeemed, purchased, otherwise acquired
or converted into shares of Common Stock or any other
class or series shall become part of the authorized
capital stock and be subject to classification and
reclassification as provided in this Section.
(2) Whether or not and, if so, the rates, amounts and
times at which, and the conditions under which,
dividends shall be payable on shares of such class or
series, whether any such dividends shall rank senior or
junior to or on a parity with the dividends payable on
any other class or series of stock, and the status of
any such dividends as cumulative, cumulative to a
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limited extent or non-cumulative and as participating
or non- participating.
(3) Whether or not shares of such class or series shall
have voting rights, in addition to any voting rights
provided by law and, if so, the terms of such voting
rights.
(4) Whether or not shares of such class or series shall
have conversion or exchange privileges and, if so, the
terms and conditions thereof, including provision for
adjustment of the conversion or exchange rate in such
events or at such times as the Board of Directors shall
determine.
(5) Whether or not shares of such class or series shall
be subject to redemption and, if so, the terms and
conditions of such redemption, including the date or
dates upon or after which they shall be redeemable and
the amount per share payable in case of redemption,
which amount may vary under different conditions and at
different redemption dates; and whether or not there
shall be any sinking fund or purchase account in
respect thereof, and if so, the terms thereof.
(6) The rights of the holders of shares of such class
or series upon the liquidation, dissolution or winding
up of the affairs of, or upon any distribution of the
assets of, the Corporation, which rights may vary
depending upon whether such liquidation, dissolution or
winding up is voluntary or involuntary and, if
voluntary, may vary at different dates, and whether
such rights shall rank senior or junior to or on a
parity with such rights of any other class or series of
stock.
(7) Whether or not there shall be any limitations
applicable, while shares of such class or series are
outstanding, upon the payment of dividends or making of
distributions on, or the acquisition of, or the use of
moneys for purchase or redemption of, any stock of the
Corporation, or upon any other action of the
Corporation, including action under this Section, and,
if so, the terms and conditions thereof.
(8) Any other preferences, rights, restrictions,
including restrictions on transferability, and
qualifications of shares of such class or series, not
inconsistent with law and the charter of the
Corporation.
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(d) For the purposes hereof and of any articles
supplementary to the Charter providing for the classification or
reclassification of any shares of capital stock or of any other
charter document of the Corporation (unless otherwise provided in
any such articles or document), any class or series of stock of
the Corporation shall be deemed to rank: (4/19/88)
(1) prior to another class or series either as to
dividends or upon liquidation, if the holders of such
class or series shall be entitled to the receipt of
dividends or of amounts distributable on liquidation,
dissolution or winding up, as the case may be, in
preference or priority to holders of such other class
or series;
(2) on a parity with another class or series either as
to dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or redemption or
liquidation price per share thereof be different from
those of such others, if the holders of such class or
series of stock shall be entitled to receipt of
dividends or amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or
redemption or liquidation prices, without preference or
priority over the holders of such other class or
series; and
(3) junior to another class or series either as to
dividend or upon liquidation, if the rights of the
holders of such class or series shall be subject or
subordinate to the rights of the holders of such other
class or series in respect of the receipt of dividends
or the amounts distributable upon liquidation,
dissolution or winding up, as the case may be.
SIXTH: The number of directors of the Corporation shall be
three (3), which number may be increased or decreased pursuant to
the By-Laws of the Corporation, but shall never be less than
three (3). (9/11/73)
The names of the directors who shall act until the first
annual meeting or until their successors are duly chosen and
qualify are as follows: J. Owen Cole, Robert W. Schaefer and T.
Courtenay J. Whedbee. (9/11/73)
SEVENTH: The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of
the Corporation and of the directors and stockholders:
(1) The Board of Directors of the Corporation is hereby
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empowered to authorize the issuance from time to time of
shares of its stock of any class, whether now or hereafter
authorized, or securities convertible into shares of its
stock of any class or classes, whether now or hereafter
authorized, for such consideration as may be deemed
advisable by the Board of Directors and without any action
by the stockholders. (9/11/73)
(2) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall
have any preemptive right to subscribe for or purchase any
stock or any other securities of the Corporation other than
such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and
upon such other terms as the Board of Directors, in its sole
discretion, may fix; and any stock or other securities which
the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole
discretion shall determine, be offered to the holders of any
class, series or type of stock or other securities at the
time outstanding to the exclusion of the holders of any or
all other classes, series or types of stock or other
securities at the time outstanding. (9/11/73)
(3) The Board of Directors of the Corporation shall have
power from time to time and in its sole discretion to
determine in accordance with sound accounting practice, what
constitutes annual or other net profits, earnings, surplus,
or net assets in excess of capital; to fix and vary from
time to time the amount to be reserved as working capital,
or determine that retained earnings or surplus shall remain
in the hands of the Corporation; to set apart out of any
funds of the Corporation such reserve or reserves in such
amount or amounts and for such proper purpose or purposes
as it shall determine and to abolish any such reserve or any
part thereof; to distribute and pay distributions or
dividends in stock, cash or other securities or property,
out of surplus or any other funds or amounts legally
available therefor, at such times and to the stockholders of
record on such dates as it may, from time to time,
determine; and to determine whether and to what extent and
at what times and places and under what conditions and
regulations the books, accounts and documents of the
Corporation, or any of them shall be open to the inspection
of stockholders, except as otherwise provided by statue or
by the By-Laws, and, except as so provided, no stockholder
shall have any right to inspect any book, account or
document of the Corporation unless authorized so to do by
resolution of the Board of Directors. (9/11/73)
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(4) Any director, individually, or any firm of which any
director may be a member, or any corporation or association
of which any director may be an officer or director or in
which any director may be interested as the holder of any
amount of its capital stock or otherwise, may be a party to,
or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation, and in the
absence of fraud no contract or other transaction shall be
thereby affected or invalidated; provided, that in case a
director, or a firm of which a director is a member, is so
interested, such fact shall be disclosed or shall have been
known to the Board of Directors or a majority thereof; and
any director of the Corporation who is also a director or
officer of or interested in such other corporation or
association, or who, or the firm of which he is a
member, is so interested, may be counted in determining the
existence of a quorum at the meeting of the Board of
Directors of the Corporation which shall authorize any such
contract or transaction, and may vote thereat to authorize
any such contract or transaction, with like force and effect
as if he were not such a director or officer of such other
corporation or association or not so interested or a member
of a firm so interested. (9/11/73)
(5) Any contract, transaction or act of the Corporation or
of the Board of Directors which shall be ratified by a
majority of a quorum of the stockholders having voting
powers at any annual meeting, or at any special meeting
called for such purpose, shall so far as permitted by law be
as valid and as binding as though ratified by every
stockholder of the Corporation. (9/11/73)
(6) Unless the By-Laws otherwise provide, any officer or
employee of the Corporation (other than a director) may be
removed at any time with or without cause by the Board of
Directors or by any committee or superior officer upon whom
such power of removal may be conferred by the By-Laws or by
authority of the Board of Directors. (9/11/73)
(7) The Corporation shall indemnify its directors and
officers to the full extent permitted by the General Laws of
the State of Maryland now or hereafter in force, including
the advance of related expenses, upon a determination by the
Board of Directors or independent legal counsel (who may be
regular counsel for the Corporation) made in accordance with
applicable statutory standards; and upon authorization by
the Board of Directors, the Corporation may indemnify other
employees or agents to the same extent. (4/24/81)
(8) To the fullest extent permitted by Maryland statutory
or decisional law, as amended or interpreted, no director or
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officer of this Corporation shall be personally liable to
the Corporation or its stockholders for money damages. No
amendment of the Charter of the Corporation or repeal of any
of its provisions shall limit or eliminate the benefits
provided to directors or officers under this Section (8)
with respect to any act or omission which occurred prior to
such amendment or repeal. (4/19/88)
(9) In all elections of directors of the Corporation, each
holder of stock entitled to vote shall have the right to
cumulative voting and, accordingly, shall be entitled to as
many votes as shall equal the number of votes which he would
be entitled to cast for the election of directors with
respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes
for a single director or may distribute them among the
number to be voted for, or any two or more of them, as he
may see fit. (12/22/83)
(10) The Corporation reserves the right from time to time
to make any amendments of its charter which may now or
hereafter be authorized by law, including any amendments
changing the terms or contract rights, as expressly set
forth in its charter, of any of its outstanding stock by
classification, reclassification or otherwise; but no such
amendment which changes such terms or contract rights of any
of its outstanding stock shall be valid unless such
amendment shall have been authorized by not less than a
majority of the aggregate number of the votes entitled to be
cast thereon, by a vote at a meeting or in writing with or
without a meeting. (9/11/73)
The enumeration and definition of particular powers of the
Board of Directors included in the foregoing shall in no way be
limited or restricted by reference to or inference from the terms
of any other clause of this or any other Article of the charter
of the Corporation, or construed as or deemed by inference or
otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the General Laws of the State
of Maryland now or hereafter in force. (9/11/73)
EIGHTH: The duration of the corporation shall be perpetual.
(9/11/73)
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IN WITNESS WHEREOF, I have signed these Articles of
Incorporation, acknowledging the same to be my act, on September
11, 1973.
WITNESS:
____________________ /s/ JAMES J. WINN, JR.
______________________
James J. Winn, Jr.
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