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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Bryn Mawr Bank Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock Par Value $1.00 Per Share
________________________________________________________________________________
(Title of Class of Securities)
117665-10-9
_______________________________________________________________
(CUSIP Number)
Robert L. Stevens, Chairman, Bryn Mawr Bank Corporation,
801 Lancaster Avenue, Bryn Mawr, Pa 19010-3396 (610) 526-2300
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
**
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
** Mr. Robert L. Stevens is filing this amended Schedule 13D to reflect his
status under Rule 13d-1 et seq. as a passive investor (as defined in SEC
Release No. 34-39539).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 117665-10-9 PAGE 2 OF 2 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert L. Stevens
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
220,339*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
220,339
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.12%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person described a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless a joint
filing pursuant to Rule 13d-1(f)(1) in which case it may not be necessary
to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
* All shares reflect a two for one stock split on September 1, 1998.
2
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock $1.00 par value of Bryn Mawr Bank Corporation
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, PA 19010-3396
ITEM 2. IDENTITY AND BACKGROUND
(a) Robert L. Stevens
(b) 801 Lancaster Avenue
Bryn Mawr, PA 19010-3396
(c) Chairman, President and Chief Executive Officer of
Bryn Mawr Bank Corporation and The Bryn Mawr Trust
Company, 801 Lancaster Avenue, Bryn Mawr, PA 19010-3396
(d) Mr. Stevens has not been convicted in a criminal proceeding during the
last five (5) years or at any time
(e) The undersigned, Mr. Stevens, was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and this
was not subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect
to such laws.
(f) USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Bryn Mawr Bank Corporation ("BMBC") owned by the undersigned,
Mr. Stevens, include (i) 148,800 shares which Mr. Stevens has a right to acquire
through the exercise of stock options granted from time to time to Mr. Stevens
pursuant to BMBC's stock option plans; (ii) 35,083 shares held by Mr. Stevens
based on his interest in BMBC's Thrift and Savings Plan; (iii) 34,056 shares
which Mr. Stevens owns directly or beneficially with others and, (iv) 2400
shares owned in trust by his spouse.
It is Mr. Stevens' current intention to use personal funds and/or a portion
of the shares of BMBC common stock which he owns to exercise the outstanding
options to acquire BMBC stock over time and prior to the respective expirations
of the options. Mr. Stevens does not plan, at this time, to exercise any of the
options to acquire BMBC common stock by using borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
The subject shares of BMBC have been acquired for investment purposes. Mr.
Stevens may dispose of shares of BMBC from time to time in the open market, in
privately negotiated transactions or
Page 3
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otherwise, subject to market conditions and other factors. Mr. Stevens may also
acquire additional shares of BMBC stock in the open market, in privately
negotiated transactions or otherwise, subject to market conditions and other
factors.
Except as set forth above in this Item 4, Mr. Stevens has no plan or
proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this statement, Mr. Stevens beneficially owns
220,339 shares of BMBC constituting 5.12% of BMBC's issued and
outstanding shares of common stock based upon an aggregate of
4,303,818 shares of common stock of the Issuer issued and outstanding
(as set forth in the Issuer's Quarterly Report on Form 10-Q for the
fiscal year ended December 31, 1998.
(b) Mr. Stevens has sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of the subject shares.
(c) None
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Robert L. Stevens
---------------------------
Robert L. Stevens
February 8, 1999
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