AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1995
REGISTRATION NO. 33-44376
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MERCANTILE BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND 52-0898572
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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MERCANTILE BANK & TRUST BUILDING
TWO HOPKINS PLAZA
BALTIMORE, MARYLAND 21201
(410) 237-5900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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COPY TO:
JOHN A. O'CONNOR, JR., ESQ. ALAN D. YARBRO, ESQ.
SENIOR VICE PRESIDENT AND SECRETARY VENABLE, BAETJER AND HOWARD, LLP
MERCANTILE BANKSHARES CORPORATION 1800 MERCANTILE BANK & TRUST BUILDING
TWO HOPKINS PLAZA TWO HOPKINS PLAZA
BALTIMORE, MARYLAND 21201 BALTIMORE, MARYLAND 21201
(410) 237-5900 (410) 244-7640
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(Name, including zip code, and telephone number, including area code, of agent
for service)
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. X.
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<PAGE>
[LOGO]
[LOGO]
Dividend Reinvestment
& Stock Purchase Plan
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P R O S P E C T U S
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[LOGO]
[LOGO]
1,500,000 SHARES
COMMON STOCK
TWO HOPKINS PLAZA, P.O. BOX 1477
BALTIMORE, MARYLAND 21203
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[LOGO]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,500,000 SHARES OF COMMON STOCK
Dear Shareholder:
We are pleased to send you our most recent Prospectus which describes
Mercantile Bankshares Corporation's DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN (the "Plan").
If you participate in this Plan, the dividends earned on your Mercantile
common stock will be invested in additional Mercantile shares. Your new shares
will be credited to a special Plan Account where the dividends they generate,
combined with the dividends paid on your original stock, will be reinvested. All
stock purchased with dividends will be at a savings to you of 5% off market
price. In addition, you may augment the shares purchased for your Plan Account
by adding optional cash payments to acquire shares at the market price. The
market price will be the closing price on the Nasdaq National Market on the
dividend payment date. Mercantile will pay transaction costs. This Plan is a
convenient, economical way to build your equity in Mercantile Bankshares
Corporation.
Of course, participation in the Plan is entirely voluntary and you may
participate or withdraw at your option. The Plan is open to all holders of
record of Mercantile Bankshares Corporation common stock, regardless of the
number of shares presently held.
The following pages contain details of the Plan. If, after reading them, you
decide to enroll, please sign and return the authorization form in the
postage-paid envelope. If you are already participating, your dividends will
continue to be reinvested unless you notify the Plan Administrator that you wish
to withdraw.
Thank you.
Sincerely yours,
H. Furlong Baldwin, Chairman
Mercantile Bankshares Corporation
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 13, 1995.
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ADDITIONAL INFORMATION
Mercantile Bankshares Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by it can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained by mail from the Public Reference Section of the Commission,
Washington, D.C. 20549 at prescribed rates. In addition, copies of such
materials filed by Mercantile Bankshares Corporation may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
No person is authorized to give any information or to make any representation
other than those contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus and, if given or made,
any such information or representation must not be relied upon as having been
authorized by Mercantile Bankshares Corporation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information it contains is correct at any date
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the securities to which it
relates in any state or other jurisdiction in which such offer or solicitation
may not lawfully be made.
TABLE OF CONTENTS
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THE PLAN
Description of the Plan................................................................ 3
Participation in the Plan.............................................................. 3
Additional Cash Purchases.............................................................. 3
Crediting Shares to Participant's Account.............................................. 3
Reporting to Participants.............................................................. 4
Voting Shares Held in Participant's Account............................................ 4
Effect of Stock Split, Stock Dividend or Reclassification.............................. 4
Withdrawing from the Plan.............................................................. 4
The Plan Administrator................................................................. 5
Interpretation and Regulation.......................................................... 5
Change or Discontinuance............................................................... 5
OTHER INFORMATION
Current Federal Income Tax Consequences of Plan Participation.......................... 6
Rights Plan............................................................................ 6
Application of Proceeds................................................................ 6
Documents Incorporated by Reference.................................................... 6
Legal Opinion.......................................................................... 7
Experts................................................................................ 7
Disclosure of Commission Position on Indemnification for Securities Act Liabilities.... 7
</TABLE>
Mercantile Bankshares Corporation will furnish without charge to each person
to whom this Prospectus is delivered upon written or oral request of such person
a copy of any or all of the documents described under Documents Incorporated by
Reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Mr. John A. O'Connor, Jr., Secretary, Two Hopkins Plaza, Baltimore,
Maryland 21201, telephone number (410) 237-5900. Unless otherwise specified by
the requesting party, requests for documents incorporated by reference to
Exchange Act filings will be satisfied by the sending or delivery of the
Description of Common Stock (and associated Rights) and the most recently filed
Annual Report on Form 10-K together with documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act.
2
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Mercantile Bankshares Corporation (the "Corporation") is a Maryland
corporation registered in 1969 as a bank holding company under the Bank Holding
Company Act.
The executive offices of the Corporation are located at Two Hopkins Plaza,
Baltimore, Maryland 21201; the telephone number is (410) 237-5900.
DESCRIPTION OF THE PLAN
Mercantile's Dividend Reinvestment and Stock Purchase Plan (the "Plan") allows
holders of record of common stock of Mercantile Bankshares Corporation
automatically to invest their cash dividends in common stock at a price which is
5% less than the market price on the dividend payment date. Participants may
also make additional cash payments (as described below) to purchase stock
through the Plan at the market price on date of investment. The Corporation will
absorb all transaction costs.
Each participant will have a Plan Account maintained by The Bank of New York
(the "Plan Administrator"). Stock bought with dividends paid on stock registered
to the participant will be credited to the Plan Account, as will shares
purchased with additional cash, and stock purchased with dividends paid on
shares already in the Plan Account.
Shares to be used in the Plan will be issued from previously authorized but
unissued shares.
PARTICIPATION IN THE PLAN
All holders of record of the Corporation's common stock are eligible to
participate, but only with respect to all their common stock held of record.
Common stock owners whose shares are held in broker or nominee name must have
those shares re-registered in their own name in order to participate.
If you are not already in the Plan, you may enroll by completing, signing and
mailing the authorization form which accompanies this Prospectus. (Additional
forms are available through the Plan Administrator.)
Participation in the Plan will begin on the dividend payment date immediately
following receipt of the authorization form by the Plan Administrator if the
form is received on or before the record date for that dividend. Record dates
precede dividend payment dates by approximately 10 days and are usually between
the 20th and 22nd of March, June, September and December.
ADDITIONAL CASH PURCHASES
A participant, by sending a check or money order, may purchase shares in
addition to those purchased with dividends. This feature of the Plan is entirely
optional. Additional cash payments may be as little as $25 and no more than
$5,000 per quarter. Purchases with additional cash will be made quarterly, at
the market price, at the same time as purchases made with dividends. No interest
will be paid on additional cash, and the Corporation recommends that
participants wishing to make additional cash purchases send the money so as to
be received just before the record date. Checks received before the first day of
the month in which a dividend is to be paid, or after the record date, will be
returned in accordance with legal requirements. Payments will be returned upon
written request received by the Plan Administrator at least 48 hours before the
dividend payment date.
Checks or money orders should be made payable to The Bank of New York and sent
to the Plan Administrator (see page 5). Please do not send cash.
CHECKS OR MONEY ORDERS SHOULD BE ACCOMPANIED BY THE FORM WHICH IS ATTACHED TO
THE PREVIOUS QUARTER'S TRANSACTION REPORT.
CREDITING SHARES TO PARTICIPANT'S ACCOUNT
Shortly after each dividend payment date, each participant's Plan Account will
be credited with additional shares and/or a
3
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fraction of a share. The number of shares credited will be determined by: (1)
Dividing the amount of the participant's cash dividend by 95% of the market
price and, (2) Dividing any additional cash by the market price. Participants
will be credited with fractional shares computed to three decimal places and
dividends paid on fractional shares will also be invested. No transaction costs
or brokerage fees will be deducted.
Market price will be the closing price on the dividend payment date as
reported on the Nasdaq National Market, or, if that date is not a Nasdaq
National Market trading day, the next trading day.
Shares in a Plan Account will be held in the name of the Plan Administrator or
its nominees. This facilitates processing and permits ownership of fractional
shares. Certificates for Plan shares will be issued in the shareholder's name on
written request to the Plan Administrator. Certificates representing fractional
shares will not be issued.
REPORTING TO PARTICIPANTS
Quarterly, following the addition of shares to a Plan Account the Plan
Administrator will send each participant a statement summarizing the activity in
his or her Plan Account for that quarter and for the year-to-date. Information
on the statement will include the dollar amount of dividends (and additional
cash, if any) invested, market price per share acquired, the price at which
shares were actually acquired, the number of shares acquired, and the total
number of shares in the Plan Account, as well as the number of shares registered
in the participant's name. These statements should be retained for tax purposes.
VOTING SHARES HELD IN PARTICIPANT'S ACCOUNT
Shares held in the participant's Plan Account may be voted in person or by
proxy. Both the number of shares registered in a participant's name, and shares
in the Plan Account, will appear on the proxy sent to each participant.
EFFECT OF STOCK SPLIT, STOCK DIVIDEND OR RECLASSIFICATION
If the Corporation should effect a common stock split, issue a stock dividend,
or effect a reverse stock split or reclassification which would affect the
outstanding common stock of the Corporation, the shares in a participant's Plan
Account will be appropriately adjusted.
WITHDRAWING FROM THE PLAN
A participant may withdraw from the Plan by notifying the Plan Administrator
in writing. Such a notice may include a request for a particular number of whole
shares or a blanket request covering all whole shares which may be credited to
the participant's Plan Account at that time. If the withdrawal notice is
received before the dividend record date, it will become effective immediately
and the next declared dividend will be paid in cash. If the notice arrives after
the dividend record date, that period's dividend will be reinvested before
withdrawal from the Plan becomes effective.
Shares in a withdrawing participant's Plan Account subject to a withdrawal
notice will be registered in the participant's name and stock certificates for
such shares, plus a check for any fractional share, will be mailed to the
participant by the Plan Administrator. The check will be from the Plan
Administrator and will represent the appropriate fraction of the share's market
price on the date of termination. There will be no charge for issuing
certificates.
Should participants sell or transfer all shares held in their names, their
participation in the Plan automatically terminates. Again, the participant will
be sent a certificate for all full shares and a check for any fractional share.
4
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THE PLAN ADMINISTRATOR
The Plan Administrator is The
Bank of New York. The address is:
THE BANK OF NEW YORK
MERCANTILE BANKSHARES CORPORATION
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
P.O. BOX 1958
NEWARK, NJ
07101-9774
TELEPHONE: 800-972-1162
It is the duty of the Plan
Administrator to:
--Answer inquiries
-- Send Plan authorization forms,
when requested
--Receive additional cash, if any
-- Keep records of activity in
each participant's Plan Account
and send quarterly statements
outlining that activity to the
participant.
-- On written request, effect a
participant's withdrawal from
the Plan.
All questions and communications regarding the Plan should be directed to the
Plan Administrator at the address and number above.
The Plan Administrator will not be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's Plan Account upon
death or incompetence prior to receipt of notice of death or adjudicated
incompetence.
Neither the Corporation nor the Plan Administrator can assure that
participants will receive a profit or will not suffer a loss on the shares
purchased for them under the Plan.
INTERPRETATION AND REGULATION
The Corporation reserves the right to interpret and regulate the Plan as it
deems necessary or desirable in connection with the Plan's operations.
CHANGE OR DISCONTINUANCE
While the Corporation hopes to continue the Plan indefinitely, it reserves the
right to modify, suspend or terminate the Plan at any time. Participants will be
notified of any change, suspension or termination.
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OTHER INFORMATION
CURRENT FEDERAL INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION
The Internal Revenue Service has ruled with respect to a similar plan that
100% of the market price of the common stock purchased with reinvested dividends
constitutes taxable income in the year the shares are purchased, regardless of
the fact that these shares are purchased at a 5% discount from market price. The
tax basis of shares purchased with reinvested dividends is the market price per
share of the common stock on the date acquired rather than the discounted price
per share. The tax basis of shares purchased with optional cash payments, on
which no discount is allowed, is the market price per share of the common stock
on the date acquired. The determination of market price is outlined above. A
participant's quarterly statement will show the tax cost basis for shares
acquired under the Plan.
Each participant should consult his or her own tax or financial advisor as to
the specific federal, state, and local tax consequences of any acquisitions of
common stock under the Plan by such participant.
RIGHTS PLAN
Shares of common stock of the Corporation carry certain rights ("Rights")
which under certain circumstances may become exercisable for the purchase of (or
exchangeable for) preferred stock or common stock of the Corporation, or other
securities, pursuant to the Shareholders Protection Rights Agreement ("Rights
Plan") of the Corporation. In general, these Rights may become exercisable
within ten days after a person or group acquires or makes a tender or exchange
offer to acquire the beneficial ownership of 10% or more of the outstanding
common stock of the Corporation, or at such earlier or later time after such
event as the Board of Directors of the Corporation may determine. Until the
Rights become exercisable, they will not be separable from the common stock and
will automatically trade with the common stock. Further information concerning
the Rights, the Rights Plan and securities issuable pursuant to the Rights Plan
is contained in the documents incorporated by reference herein and listed under
"Available Information".
APPLICATION OF PROCEEDS
The net proceeds from the sale of common stock pursuant to the Plan will be
added to the Corporation's general funds and will be used for general corporate
purposes.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been filed by the Corporation with the
Securities and Exchange Commission are incorporated by reference:
(a) Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) Quarterly reports on Form 10-Q for the
three months ended March 31, 1994; the
six months ended June 30, 1994; and the
nine months ended September 30, 1994;
(c) Description of Common Stock of the
Corporation (and associated Rights)
contained in the registration statements
filed under the Exchange Act, including
any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14
or 15(d)
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of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of common stock hereunder shall be deemed to be
incorporated by reference into this Prospectus.
LEGAL OPINION
The validity of the issuance of the Corporation's common stock offered hereby
has been passed upon for the Corporation by Venable, Baetjer and Howard, LLP,
1800 Mercantile Bank and Trust Building, Baltimore, Maryland 21201. William J.
McCarthy, a director of the Corporation, is the principal of William J.
McCarthy, P.C., which is a partner in Venable, Baetjer and Howard, LLP.
EXPERTS
The consolidated financial statements of Mercantile Bankshares Corporation and
Affiliates for the fiscal year ended December 31, 1993, incorporated by
reference into the Annual Report on Form 10-K of the Corporation for the fiscal
year ended December 31, 1993, have been audited by Coopers & Lybrand L.L.P.,
independent public accountants, as set forth in their report dated January 21,
1994, accompanying such financial statements, and have been incorporated herein
by reference in reliance upon the report of such firm, which report is given
upon their authority as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference in
the registration statement of which this Prospectus is a part that have been
audited and are the subject of a report by independent public accountants will
be so incorporated by reference in reliance upon such reports and upon the
authority of such firms as experts in accounting and auditing to the extent
covered by consents filed with the Commission.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Under the Maryland General Corporation Law and the Corporation's charter and
bylaws, the Corporation has broad power to indemnify and in certain
circumstances is required to indemnify its directors and officers against
liabilities which they may incur while serving as directors or officers,
including liabilities arising under the Securities Act of 1933 (the "Securities
Act").
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons pursuant to these
provisions, the Corporation understands that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Baltimore,
State of Maryland, on February 13, 1995.
MERCANTILE BANKSHARES CORPORATION
By: /s/ H. FURLONG BALDWIN
..................................
H. Furlong Baldwin
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE/TITLE DATE
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Principal Executive Officer
/s/ H. FURLONG BALDWIN February 13, 1995
........................................
H. Furlong Baldwin
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer
/s/ KENNETH A. BOURNE, JR. February 13, 1995
........................................
Kenneth A. Bourne, Jr.
Executive Vice President
and Treasurer
Principal Accounting Officer
/s/ JERRY F. GRAHAM February 13, 1995
........................................
Jerry F. Graham
Vice President and Controller
A Majority of the Board of Directors: Calman J. Zamoiski, Jr., Bishop L.
Robinson, Thomas M. Bancroft, Jr., B. Larry Jenkins, Douglas W. Dodge, William
H. Richardson, Robert D. Kunisch, Richard O. Berndt, Brian B. Topping, William
J. McCarthy, and Christian H. Poindexter.
By: /s/ H. FURLONG BALDWIN February 13, 1995
.....................................
H. Furlong Baldwin
For Himself and as
Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
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4-A. Rights Agreement dated as of September 12, 1989 between Registrant and Rights
Agent including Form of Rights Certificate and Articles Supplementary
(incorporated by reference to Form 8-K of the Registrant filed September 27,
1989, Exhibit 4-A)............................................................ *
B. First Amendment, dated as of December 31, 1989, to Rights Agreement, dated as
of September 12, 1989 between Registrant and the Rights Agent, including
amended Form of Rights Certificate and amended Form of Articles
Supplementary (incorporated by reference to Form 8-K of the Registrant filed
January 9, 1990, Exhibit 4-A)................................................. *
C. Second Amendment, dated as of September 30, 1993, to Rights Agreement dated as
of September 12, 1989 between Registrant and the Rights Agent, including
amended Form of Rights Certificate (Incorporated by reference to Form 8-K of
the Registrant filed September 30, 1993, Exhibit 4-A)......................... *
D. Amendment No. 1 to Registrant's Registration Statement on Form 8-B, amending
description of securities previously filed (Incorporated by reference to
Form 8 filed December 20, 1991)............................................. *
5 Opinion of Venable, Baetjer and Howard, LLP................................... **
24-A Consent of Coopers & Lybrand L.L.P............................................
24-B Consent of Venable, Baetjer and Howard, LLP (included in Exhibit 5)........... **
25 Power of Attorney............................................................. **
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* Incorporated by reference as indicated
** Filed previously
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EXHIBIT 24-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference into the Registration Statement
of Mercantile Bankshares Corporation on Form S-3 (with respect to the Mercantile
Bankshares Corporation Dividend Reinvestment and Stock Purchase Plan) of our
report dated January 21, 1994, on our audits of the consolidated financial
statements of Mercantile Bankshares Corporation and Affiliates as of December
31, 1993 and 1992 and for each of the three years in the period ended December
31, 1993, which report is incorporated by reference in the Annual Report on Form
10-K for the year ended December 31, 1993, of Mercantile Bankshares Corporation.
We also consent to the reference to our firm under the caption "Experts" in the
Prospectus.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
February 13, 1995
