SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 8, 1997
FIRST MARYLAND BANCORP
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
1-7273 52-0981378
(Commission File Number) (I.R.S. Employer Identification No.)
25 South Charles Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(410) 244-4000
Not Applicable
(Former name or former address, if changed since last report)
______________________________
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 8, 1997, Dauphin Deposit Corporation ("Dauphin") merged (the
"Merger") into First Maryland Bancorp (the "Company"), thereby consummating
the acquisition of Dauphin by the Company and its parent, Allied Irish Banks,
p.l.c. ("AIB"), pursuant to the terms of an Agreement and Plan of Merger,
dated January 21, 1997 (the "Merger Agreement") among AIB, Dauphin and the
Company. Dauphin, its primary subsidiary, Dauphin Deposit Bank and Trust
Company, and its other subsidiaries provide corporate, commercial,
correspondent and retail banking services, personal and corporate trust
services and related financial products and services to individuals,
businesses, governmental units and financial institutions, primarily in
south-central Pennsylvania. At March 31, 1997, Dauphin had consolidated total
assets of $5.8 billion, total deposits of $4.1 billion, and total
stockholders' equity of $573.4 million.
In the Merger, holders of 85.4% of the outstanding Dauphin common stock
(approximately 26,848,679 shares) elected to receive AIB American Depository
Shares ("AIB ADSs") at an exchange ratio of one AIB ADS for each share of
Dauphin common stock. Each AIB ADS represents six ordinary shares, IR 25p
each, of AIB. The remaining Dauphin shareholders (approximately 4,606,301
shares) will receive $43.00 per share in cash for their shares of Dauphin
common stock. Based upon a Closing Market Price (as defined in the Merger
Agreement) of $46.925, the aggregate value of the consideration paid to
Dauphin shareholders was $1.476 billion.
The Company committed to AIB to fund up to $875 million of the cost of
acquiring Dauphin. Accordingly, the Company has paid approximately $198.3
million to the Dauphin stockholders receiving cash in the Merger. The Company
will pay $644.8 million in cash, and will issue additional shares of its
common stock valued at $615 million, to AIB in consideration for AIB using its
ordinary shares to fund the acquisition. In addition, the Company has
established a liability of $17.7 million for Dauphin stock options which will
be settled in AIB ADSs. The $843.1 million of cash represents the proceeds of
various debt offerings conducted by the Company, as well as the liquidation of
short-term investments.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Dauphin Deposit Corporation:
(1) The Consolidated Financial Statements as of December 31,
1996 and 1995 and for each of the years in the three-year
period ended December 31, 1996 (incorporated herein by
reference to Exhibit 99.1 to the Company's Current Report
on Form 8-K dated May 21, 1997).
(2) Unaudited Consolidated Financial Statements as of
and for the three months ended March 31, 1997 and
1996 (incorporated herein by reference to Exhibit
99.2 to the Company's Current Report on Form 8-K
dated May 21, 1997).
(b) Pro Forma Financial Statements
As of the date of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the
pro forma financial information required by this Item 7(b).
In accordance with Item 7(b)(2) of Form 8-K, such financial
statements shall be filed by amendment this Form 8-K no
later than 60 days after July 23, 1997.
(c) Exhibits
2. Agreement and Plan of Merger, dated January 21, 1997,
among First Maryland Bancorp, its parent, Allied Irish Banks,
p.l.c., and Dauphin Deposit Corporation (incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement Form S-3 File No. 333-28479 filed with the
Commission on June 4, 1997).
23.1 Consent of KPMG Peat Marwick LLP
99.1 Press release issued by the Company on July 8, 1997,
announcing the consummation of the acquisition of Dauphin.
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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: July 17, 1997 FIRST MARYLAND BANCORP
By: /s/ Frank P. Bramble
-------------------------
Frank P. Bramble
President and Chief Executive
Officer
By: /s/ Jerome W. Evans
------------------------
Jerome W. Evans
Executive Vice President and
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
23.1 Consent of KPMG Peat Marwick LLP
99.1 Press release issued by the Company
on July 8, 1997, announcing the
consummation of the acquisition of
Dauphin.
</TABLE>
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Exhibit 23.1
The Board of Directors
Dauphin Deposit Corporation:
We consent to the incorporation of our report dated January 21, 1997, with
respect to the consolidated balance sheets of Dauphin Deposit Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears
in the Form 8-K of First Maryland Bancorp dated May 21, 1997. Our report
dated January 21, 1997 contains an explanatory paragraph that states that the
Company changed its method of accounting for mortgage servicing rights and
long-lived assets to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 122,
"Accounting for Mortgage Servicing Rights, an amendment of FASB Statement No.
65", on January 1, 1995 and SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed of", on January 1,
1996.
KPMG PEAT MARWICK LLP
Harrisburg, Pennsylvania
July 15, 1997
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Exhibit 99.1
Press Release
NEWS from First Maryland Bancorp
for release:
DAUPHIN DEPOSIT AND FIRST MARYLAND CONCLUDE MERGER
Baltimore, MD, July 8, 1997--The acquisition of Dauphin Deposit Corporation
(Dauphin) by Allied Irish Banks, plc (AIB) was completed earlier today, and
Dauphin now has been merged with AIB's principal U.S. subsidiary, First
Maryland Bancorp.
First announced in January, the transaction had earlier received merger
approvals from both Dauphin and AIB shareholders and from regulatory
authorities in the United States and Ireland. In accordance with the
elections of Dauphin shareholders, 85.4% of Dauphin shares are being exchanged
for AIB stock, with the remaining 14.6% being exchanged for cash.
The subsidiaries of the former Dauphin Deposit Corporation now become wholly
owned subsidiaries of First Maryland Bancorp. With the addition of Dauphin
Deposit Bank & Trust Company, a Pennsylvania state-chartered commercial bank,
Hopper Soliday & Co., Inc., a licensed broker-dealer based in Lancaster, and
Eastern Mortgage Services, Inc., a retail mortgage lender, First Maryland now
has assets of approximately $17 billion. Dauphin Deposit divisions will
continue to operate as Bank of Pennsylvania based in Reading, Farmers Bank
based in Hanover and Valleybank located in Chambersburg.
"We are delighted that Dauphin has now become a subsidiary of First Maryland,"
said Jeremiah E. Casey, chairman of First Maryland Bancorp. "This is a
significant step toward building a new regional franchise that focuses locally
on customers and emphasizes lasting relationships."
First Maryland Bancorp is the holding company for First National Bank of
Maryland, Dauphin Deposit Bank, The York Bank, and First Omni Bank.
Headquartered in Baltimore, Maryland, First Maryland now operates 291 branches
and nearly 400 ATMs from southern Pennsylvania through Maryland and the
District of Columbia and into northern Virginia.
END
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For Additional Information:
Joan M. Gillespie, SVP
410-244-3944
or
Reese A. Nank, VP
410-545-2272
First National Bank of Maryland
25 S. Charles Street
Baltimore, Maryland 21201
