<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST MARYLAND BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
To Current Report on Form 8-K
Date of Report (Date of earliest event reported): July 8, 1997
The undersigned hereby amends the following items, financial statements,
exhibits or other portions of its Current Report on Form 8-K filed July 17, 1997
as set forth in the following pages:
Item 2: Acquisition or Disposition of Assets
Item 7 (b): Pro Forma Financial Information
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Page 2
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 85.61% of the outstanding Dauphin common stock
(approximately 26,929,561 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 4,525,419 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 paid $194.8 million to the Dauphin
stockholders receiving cash in the Merger. The Company paid $648.6 million in
cash, and issued 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 established a liability of $17.7 million
for Dauphin stock options which will be settled in AIB ADSs. The $843.4 million
of cash represents the proceeds of various debt offerings conducted by the
Company, as well as the liquidation of short-term investments.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(b) Pro Forma Financial Information
Pro forma financial information required to be filed pursuant to Item 7
of the Form 8-K filed July 17, 1997 reflecting the acquisition of
Dauphin Deposit Corporation ("Dauphin") by First Maryland Bancorp ("the
Company") and its parent, Allied Irish Banks, p.l.c. ("AIB").
<PAGE>
Page 3
(c) Exhibits
99.2 Unaudited pro forma consolidated, condensed statement of
condition as of March 31, 1997, and unaudited pro forma
consolidated, condensed statements of income for the three
months ended March 31, 1997 and the year ended December 31,
1996.
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Page 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 12, 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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Page 5
Exhibit 99.2
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma consolidated, condensed financial
statements are presented to reflect the merger of Dauphin into the Company on a
purchase accounting basis. Under purchase accounting, the assets and
liabilities of Dauphin are adjusted to their estimated fair value at the date of
consummation of the merger and combined with the recorded book values of the
assets and liabilities of the Company.
The unaudited pro forma consolidated, condensed statement of condition
combines the historical consolidated statements of condition of the Company and
Dauphin as if the merger had become effective on March 31, 1997. The unaudited
pro forma consolidated, condensed statements of income combine the historical
consolidated statements of income of the Company and Dauphin for the year ended
December 31, 1996 and the three months ended March 31, 1997.
The unaudited pro forma consolidated, condensed financial statements
reflect the effect of the payment of the merger consideration and estimated fair
value adjustments for certain assets, liabilities and other items as more fully
described in the notes to the unaudited pro forma consolidated, condensed
financial statements. The estimated fair value adjustments are subject to
update as additional information becomes available. The unaudited pro forma
consolidated, condensed financial statements do not reflect anticipated expenses
and nonrecurring charges as a result of, or estimated expense savings and
revenue enhancements anticipated to result from, the merger.
The unaudited pro forma consolidated, condensed financial statements are
provided for informational purposes, and are not necessarily indicative of the
financial condition and results of future operations that would have been
achieved had the merger been consummated at the dates indicated. The unaudited
pro forma consolidated, condensed financial information should be read in
conjunction with the consolidated historical financial statements and
accompanying notes of the Company and Dauphin.
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Page 6
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF CONDITION
MARCH 31, 1997
UNAUDITED
<TABLE>
<CAPTION>
HISTORICAL
---------------------------
FIRST MD DAUPHIN PRO FORMA ADJUSTMENTS PRO FORMA
BANCORP DEPOSIT -------------------------------- COMBINED
3/31/97 3/31/97 (DEBIT) (CREDIT) 3/31/97
----------- ---------- -------------- -------------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 848,615 $ 164,523 $ 200,000 (b) $ 843,428 (a) $ 1,013,138
386,057 (c)
257,371 (d)
Money market investments 580,915 56,308 386,057 (c) 251,166
Investment securities available-for-sale 2,497,045 2,036,728 1,000 (e) 257,371 (d) 4,277,402
Assets held-for-sale 102,512 190,390 292,902
Loans, net of unearned income 6,782,130 3,195,348 2,800 (f) 9,980,278
Allowance for credit losses (154,806) (42,443) (197,249)
----------- ---------- -------------- -------------- -----------
Loans, net 6,627,324 3,152,905 2,800 0 9,783,029
----------- ---------- -------------- -------------- -----------
Premises and equipment 106,636 73,509 14,000 (h) 194,145
Due from customers on acceptances 8,876 8,876
Goodwill 77,114 13,208 906,472 (a) 1,000 (e) 980,939
68,500 (g) 2,800 (f)
7,300 (j) 14,000 (h)
3,100 (l) 11,900 (i)
14,123 (m) 75,000 (k)
9,030 (n) 13,208 (m)
Other intangible assets 18,005 915 75,000 (k) 915 (m) 93,005
Purchased and originated mortgage servicing
rights 3,288 13,515 16,803
Other assets 347,450 78,391 11,900 (i) 7,738 (a) 430,003
----------- ---------- -------------- -------------- -----------
TOTAL ASSETS $11,217,780 $5,780,392 $1,956,653 $1,613,417 $17,341,408
=========== ========== ============== ============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic deposits:
Non-interest bearing deposits $ 2,364,148 $ 488,742 $ 2,852,890
Interest bearing deposits 5,188,402 3,564,979 68,500 (g) 8,821,881
Interest bearing deposits in foreign
banking office 92,152 92,152
----------- ---------- -------------- -------------- -----------
Total deposits 7,644,702 4,053,721 0 68,500 11,766,923
----------- ---------- -------------- -------------- -----------
Federal funds purchased, securities sold under
repurchase agreements and other borrowed
funds, short-term 1,460,532 1,065,922 2,526,454
Bank acceptances outstanding 8,876 8,876
Accrued taxes and other liabilities 331,090 83,057 17,664 (a) 451,241
7,300 (j)
3,100 (l)
9,030 (n)
Long-term debt 209,756 4,286 3,952 (a) 200,000 (b) 410,090
Guaranteed preferred beneficial interests in
Company's junior subordinated debentures 296,344 296,344
----------- ---------- -------------- -------------- -----------
Total Liabilities 9,951,300 5,206,986 3,952 305,594 15,459,928
----------- ---------- -------------- -------------- -----------
4.50% Cumulative Redeemable preferred stock 7,748 7,748
Stockholders' equity 1,258,732 573,406 573,406 (a) 615,000 (a) 1,873,732
TOTAL LIABILITIES, REDEEMABLE PREFERRED
----------- ---------- -------------- -------------- -----------
STOCK AND STOCKHOLDERS' EQUITY $11,217,780 $5,780,392 $ 577,358 $ 920,594 $17,341,408
=========== ========== ============== ============== ===========
</TABLE>
See Notes to Pro Forma Consolidated Condensed Financial Information
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Page 7
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
MARCH 31, 1997
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1997
--------------------------------------------------------------------------------
HISTORICAL
--------------------------- PRO FORMA ADJUSTMENTS PRO FORMA
FIRST MD DAUPHIN ------------------------------------- COMBINED
BANCORP DEPOSIT (DEBIT) (CREDIT) 3/31/97
----------- ---------- -------------- -------------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 136,038 $ 64,631 $ 100 (6) $ 200,569
Interest and dividends on investment
securities 40,736 33,144 3,600 (1) 69,380
900 (7)
Interest on assets held-for-sale 1,918 3,863 5,781
Interest on money market investments 5,923 307 1,300 (2) 4,930
----------- ---------- -------------- -------------- -----------
Total interest and dividend income 184,615 101,945 5,900 0 280,660
----------- ---------- -------------- -------------- -----------
INTEREST EXPENSE
Interest on deposits 50,476 40,740 2,300 (8) 88,916
Interest on Federal funds purchased and
other short-term borrowings 20,991 12,428 33,419
Interest on long-term debt 4,638 1,778 3,600 (3) 10,016
Interest on guaranteed preferred beneficial
interests in Company's junior subordinated
debentures 4,107 4,107
----------- ---------- -------------- -------------- -----------
Total interest expense 80,212 54,946 3,600 2,300 136,458
----------- ---------- -------------- -------------- -----------
Net interest income 104,403 46,999 9,500 2,300 144,202
Provision for credit losses 9,900 1,545 11,445
----------- ---------- -------------- -------------- -----------
Net interest income after provision for
credit losses 94,503 45,454 9,500 2,300 132,757
----------- ---------- -------------- -------------- -----------
Noninterest income 61,258 25,526 86,784
Noninterest expenses 102,465 47,821 9,000 (9) 600 (12) 164,486
5,700 (10)
100 (11)
----------- ---------- -------------- -------------- -----------
Income before income taxes 53,296 23,159 24,300 2,900 55,055
Income tax expense 19,193 5,980 3,300 (5) 20,273
1,600 (13)
----------- ---------- -------------- -------------- -----------
Net Income $ 34,103 $ 17,179 $ 24,300 $ 7,800 $ 34,782
=========== ========== ============== ============== ===========
</TABLE>
See Notes to Pro Forma Consolidated Condensed Financial Information
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Page 8
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
DECEMBER 31, 1996
UNAUDITED
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------
HISTORICAL
--------------------------- PRO FORMA ADJUSTMENTS PRO FORMA
FIRST MD DAUPHIN ------------------------------------- COMBINED
BANCORP DEPOSIT (DEBIT) (CREDIT) 12/31/96
----------- ---------- -------------- -------------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 521,643 $ 252,975 $ 600 (6) $ 774,018
Interest and dividends on investment
securities 174,141 132,623 14,600 (1) 288,564
3,600 (7)
Interest on assets held-for-sale 9,390 12,050 21,440
Interest on money market investments 13,855 956 5,100 (2) 9,711
----------- ---------- -------------- -------------- -----------
Total interest and dividend income 719,029 398,604 23,900 0 1,093,733
----------- ---------- -------------- -------------- -----------
INTEREST EXPENSE
Interest on deposits 205,169 160,914 9,200 (8) 356,883
Interest on Federal funds purchased and
other short-term borrowings 76,428 51,937 128,365
Interest on long-term debt 33,721 3,269 14,400 (3) 51,390
Interest on guaranteed preferred beneficial
interests in Company's junior subordinated
debentures 55 19,500 (4) 19,555
----------- ---------- -------------- -------------- -----------
Total interest expense 315,373 216,120 33,900 9,200 556,193
----------- ---------- -------------- -------------- -----------
Net interest income 403,656 182,484 57,800 9,200 537,540
Provision for credit losses 6,500 6,000 12,500
----------- ---------- -------------- -------------- -----------
Net interest income after
provision for credit losses 397,156 176,484 57,800 9,200 525,040
----------- ---------- -------------- -------------- -----------
Noninterest income 216,892 93,903 310,795
Noninterest expenses 406,861 174,438 36,200 (9) 1,900 (12) 638,899
22,700 (10)
600 (11)
----------- ---------- -------------- -------------- -----------
Income before income taxes 207,187 95,949 117,300 11,100 196,936
Income tax expense 74,850 25,177 21,200 (5) 72,427
6,400 (13)
----------- ---------- -------------- -------------- -----------
Net Income $ 132,337 $ 70,772 $ 117,300 $ 38,700 $ 124,509
=========== ========== ============== ============== ===========
</TABLE>
See Notes to Pro Forma Consolidated Condensed Financial Information
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NOTES TO
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
UNAUDITED
<TABLE>
<CAPTION>
Consolidated Statement of Condition ($ in thousands)
-----------------------------------
<S><C> <C>
Note 1
------
Purchase Consideration
----------------------
The Company
-----------
Cash paid to Dauphin shareholders electing cash $ 194,813
and for Dauphin stock options
Cash paid to AIB as consideration for AIB
issuing ADSs to Dauphin 648,615
-------------
(a) Total cash consideration paid by FMB 843,428
(a) Liability for stock options to be settled in AIB ADSs 17,664
(a) AIB capital contribution 615,000
-------------
Purchase consideration recorded by FMB before
acquisition costs 1,476,092
(a) Capitalized acquisition costs 7,738
-------------
Total purchase consideration recorded by FMB 1,483,830
(a) Less: Dauphin total stockholders' equity at 3/31/97 (573,406)
(a) Less: conversion of stock options and convertible
subordinated debentures (3,952)
-------------
(a) Net excess of purchase consideration over net book
value of Dauphin $ 906,472
=============
Note 2
------
Funding of Acquisition
----------------------
(b) Issuance of $200 million in subordinated
notes in July 1997. $ 200,000
(c) Use of money market funds. 386,057
(d) Sale of investment securities. 257,371
-------------
$ 843,428
=============
Note 3
------
Goodwill
--------
Net excess of purchase consideration over net book
value of Dauphin $ 906,472
Estimated fair value adjustments:
(e) Investment securities (1,000)
(f) Loans (2,800)
(g) Deposits 68,500
(h) Property (14,000)
(i) Pension plan assets in excess of the projected
benefit obligation (11,900)
(j) Postretirement benefits liability 7,300
(k) Identifiable intangibles (75,000)
(l) Accrued expenses 3,100
(m) Elimination of existing goodwill and other intangibles 14,123
-------------
894,795
(n) Deferred tax liability for estimated fair value adjustments 9,030
-------------
Total goodwill due to merger $ 903,825
=============
</TABLE>
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NOTES TO
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
UNAUDITED
Consolidated Statements of Income
- ---------------------------------
Note 4
- ------
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED DECEMBER 31,
MARCH 31, 1997 1996
-------------------------------
(In thousands)
<S> <C> <C>
Funding of Acquisition
----------------------
(1) Reduction in interest income on investment securities due
to the sale of securities to fund the acquisition. $ 3,600 $ 14,600
(2) Reduction in interest income on money market investments due
to the use of investments to fund the acquisition. 1,300 5,100
(3) Increase in interest expense resulting from issuance of
subordinated notes in July 1997 to fund the acquisition. 3,600 14,400
(4) Interest expense resulting from the issuance of guaranteed
preferred beneficial interests in Company's junior
subordinated debentures in December 1996 and February 1997
to fund the acquisition (December 1996 Pro Forma Consolidated
Condensed Statement of Income only). - 19,500
(5) Reduction in income tax expense related to the funding of the
acquisition based upon a 39.55% tax rate. 3,300 21,200
</TABLE>
Note 5
- ------
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED DECEMBER 31,
MARCH 31, 1997 1996
-------------------------------
(In thousands)
<S> <C> <C>
Goodwill-Estimated Fair Value Adjustments
-----------------------------------------
(6) Amortization of the fair value premium on loans on a straight-line
basis over their estimated maturities. $ 100 $ 600
(7) Amortization of the fair value premium on investment securities on
an accelerated basis over their estimated maturities. 900 3,600
(8) Amortization of the fair value premium on deposits on an
accelerated basis over their estimated maturities. 2,300 9,200
(9) Amortization of goodwill on a straight-line basis over a
period of 25 years. 9,000 36,200
(10) Amortization of identifiable intangibles on an accelerated basis
over a period of 10 years. 5,700 22,700
(11) Depreciation of the fair value premium on property on a straight-line
basis over a period of 25 years. 100 600
(12) Elimination of the amortization of existing goodwill and other intangibles. 600 1,900
(13) Reduction in income tax expense related to the amortization of the
estimated fair value adjustments based upon a 35% tax rate. 1,600 6,400
</TABLE>
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Page 11
NOTES TO
PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
UNAUDITED
Additional Information
- ----------------------
Note 6
- ------
Certain purchase accounting adjustments will be amortized on an accelerated
basis and will have a more significant impact on the Company's net income in the
years immediately subsequent to the acquisition.
Note 7
- ------
Restructuring Charges
- ---------------------
The Company's management estimates that approximately $60 million of costs
related to change in control, severance, facilities and other restructuring
costs will be incurred in connection with the merger. These costs are subject to
change as additional information becomes available and are not included in the
pro forma consolidated, condensed financial information. Of the $60 million
estimate, approximately $45 million of costs relate to Dauphin's employees,
facilities and operations and will affect the final amount of goodwill and will
be amortized as described in Note 5. The remaining estimated costs of
approximately $15 million relate to the Company's facilities, employees and
operations and will be expensed as incurred.
