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Filed by Mercantile Bankshares Corporation
(Commission File No. 0-5127)
pursuant to Rule 425
under the Securities Act of 1933
FOR IMMEDIATE RELEASE
Summary ... Mercantile Bankshares Corporation Announces
Plan of Affiliation with The Bank of Fruitland
June 2, 2000 Baltimore, Maryland
H. Furlong Baldwin, Chairman, Chief Executive Officer and President of
Mercantile Bankshares Corporation, together with John B. Long, II and Henry E.
Tilman, Jr., Chairman of the Board and President, respectively, of The Bank of
Fruitland, announced that the Boards of Directors of their companies have
approved a definitive agreement for the merger of The Bank of Fruitland into
Peninsula Bank, a Mercantile affiliate having 24 offices on Maryland's Eastern
Shore.
The agreement provides for a tax-free exchange of 2.5 shares of
Mercantile common stock for each share of common stock of Fruitland Bank, which
currently has 440,000 shares outstanding. The transaction is subject to the
approval of regulatory authorities and the stockholders of Fruitland Bank and to
customary closing conditions.
The Bank of Fruitland was founded in 1911. With assets at April 30,
2000 of $146 million, it operates seven banking offices, including four offices
in Salisbury, Maryland.
Mr. Baldwin said Mercantile was pleased to affiliate with a sound,
respected bank with a strong franchise and good people. He stated that the
transaction will be supported by the holdings of The Bank of Fruitland
directors, constituting 38% of the bank's outstanding shares of stock.
Mr. Long said that the proposed transaction provides a unique
opportunity for Bank of Fruitland as well as for its employees and the community
that it serves. He added that, "Mercantile is a fine banking organization whose
stock is quoted on the NASDAQ National Market System. Our operations should fit
well with Peninsula. Mercantile allows Peninsula and its other banking
affiliates to operate in
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MERCANTILE BANKSHARES CORPORATION Page 2 of 2
the best interests of the communities they serve, while offering to those
communities advantages derived from affiliation with a much larger banking
organization."
Mercantile, with assets of $8 billion, is a multi-bank holding company
headquartered in Baltimore, Maryland. It has 17 banking affiliates with offices
in Maryland, the largest of which is Mercantile-Safe Deposit and Trust Company,
one banking affiliate in Delaware and three banking affiliates in Virginia.
