SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GLEN BURNIE BANCORP
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $10.00 per share
- -------------------------------------------------------------------------------
(Title or Class of Securities)
377407 10 1
- -------------------------------------------------------------------------------
(CUSIP Number)
Edwin F. Hale, Sr.
First Mariner Bancorp
1801 South Clinton Street
Baltimore, Maryland 21224
(410) 342-2600
with a copy to:
Christopher Dean Olander, Esquire
Shapiro and Olander
36 South Charles Street, 20th Floor
Baltimore, Maryland 21201
(410) 385-4205
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
November 14, 1997
- -------------------------------------------------------------------------------
(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.
(Continued on following page)
(Page 1 of 19 Pages)
<PAGE>
CUSIP NO. 377407 10 1 PAGE 2 OF 19 PAGES
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
First Mariner Bancorp
I.R.S. #52-1834860
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
175,418 Shares
8 SHARED VOTING POWER
0 Shares
9 SOLE DISPOSITIVE POWER
175,418 Shares
10 SHARED DISPOSITIVE POWER
0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,418 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.85%
14 TYPE OF REPORTING PERSON*
CO; BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $10.00 per share (the "Common Stock") of Glen Burnie
Bancorp, a Maryland corporation (the "Company"), which has its principal
executive offices at 101 Crain Highway, S.E., Glen Burnie, Maryland 21061.
The descriptions contained in this Report of certain agreements and
documents are qualified in their entirety by reference to the complete texts
of such agreements and documents, filed as Exhibits hereto and incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Report is being filed by First Mariner Bancorp, a
Maryland corporation ("FMB" or the "Reporting Person").
(b) The business address of FMB is 1801 South Clinton Street,
Baltimore, Maryland 21224, and its principal business is the operation of a
bank holding company.
As more fully described herein, FMB and Ethel Webster, a Maryland
resident ("Webster"), have entered into a Stock Purchase Agreement dated
November __, 1997 (the "Agreement"), whereby, among other things, FMB has
agreed, subject to certain conditions, to purchase from Webster one hundred
seventy thousand eight hundred eighty-three (170,883) shares of Common Stock
(the "Webster Transaction"). As a result, FMB may be deemed to be the
beneficial owner of greater than five percent (5%) of the Common Stock. In
view of the fact that the Agreement is an executory contract that is subject
to regulatory approval and other conditions precedent and vests no power in
FMB to vote or dispose of the Webster shares until after the closing of the
Webster Transaction, FMB disclaims beneficial ownership of the shares until
the Webster Transaction has been closed and the shares have been transferred
on the books and records of the Company.
On April 15 and 17, 1997, FMB purchased through open market
transactions a total of 4,491 shares of Common Stock. On July 1 and
October 1, 1997, FMB received stock dividends of 45 and 44 shares of Common
Stock, respectively. Prior to the Webster Transaction, as described above,
the Company owned a total of 4,580 shares of Common Stock. For purposes of
this Schedule 13D, with the addition of the GBB shares received in the
Webster Transaction, FMB may be deemed to beneficially own a total of 175,463
shares of Common Stock of the Company (collectively the "GBB Shares").
Edwin F. Hale, Sr. is the Chairman and Chief Executive Officer of
FMB and owns a significant amount of the equity securities of FMB. As a
result, Mr. Hale may be deemed to beneficially own the GBB Shares held by FMB.
Mr. Hale disclaims beneficial ownership of the GBB Shares held by FMB which he
may be deemed to own as a result of his association with FMB.
(Page 3 of 19 Pages)
<PAGE>
FMB is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and is
required to file reports and other information with the Securities and
Exchange Commission (the "Commission") relating to its business, financial
condition and other matters. Such reports and other information may be
inspected at the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and also should be available for inspection and copying at the
regional offices of the Commission located at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, IL 60661, and 7 World Trade
Center, 13th Floor, New York, NY 10048.
(c) The name, business address and present principal occupation or
employment and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of (i) each of the
executive officers and directors of FMB; (ii) each person controlling FMB,
and (iii) the executive officers and directors of any corporation controlling
FMB are set forth in Schedule 1 attached hereto and incorporated herein by
reference.
(d) During the last five years, neither FMB nor, to the best of its
knowledge, any executive officer, director or controlling person of FMB has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities law or finding any violation with respect to such
law.
(e) To the best knowledge of FMB, each of its executive officers and
directors is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
A total of $110,736 in working capital funds were used to purchase
the 4,491 shares of Common Stock of the Company held by FMB prior to the
Webster Transaction. The stock dividends were received at no cost to FMB.
Pursuant to the terms of the Agreement, the aggregate purchase price
for the shares in the Webster Transaction is $4,186,634 in immediately
available funds. FMB expects that the source of the funds used to pay the
purchase price for the GBB Shares will be cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
FMB entered into the Agreement for the purpose of acquiring a
significant position in the Company's Common Stock. Reference is hereby made
to the Agreement, the form of which appears as Exhibit 1 hereto and is
incorporated by reference herein. FMB intends to continuously review its
investment in the Company, and may in the future acquire additional
(Page 4 of 19 Pages)
<PAGE>
shares of Common Stock through open market purchases, private purchase
transactions, or otherwise. FMB may determine to dispose of all or a portion
of the Common Stock it may hold from time to time. In reaching any conclusion
as the actions it may take, FMB will take into consideration various factors,
such as the Company's business and prospects, Company developments, FMB's
success in effectuating the plans and activities described below, other
business opportunities available to FMB, general economic conditions, and
money and securities market conditions.
FMB intends to seek control of the Company and may take any one or
more of the following actions, in addition to others that may develop in
response to changing circumstances:
1. Enlist the cooperation of other shareholders to form a
Shareholders Committee, the purpose of which would be to improve or
replace the management of the Company, improve the Company's
financial performance, and effectuate a merger of the Company with
and into FMB or an affiliate of FMB.
2. Acquire additional shares of the Company's common stock, either
alone or in combination with others.
3. Affect the composition of the board of directors of the Company,
and, specifically, propose its own slate of directors for election at
the Company's annual meeting of stockholders to be held on March 12,
1998.
4. Cause to be called a special meeting of stockholders of FMB for
the purpose of approving the merger of the Company with and into FMB
or an affiliate of FMB.
5. Cause to be sold, if appropriate to achieve a higher level of
safety, soundness and profitability, a material amount of assets of
the Company or one or more of its subsidiaries.
6. Effectuate, if appropriate to achieve a higher level of safety
and soundness, and profitability, a change in the capitalization or
the dividend policies of the Company.
7. Seek approval of changes to the Company's charter and by-laws,
the exact nature of which cannot be determined at this time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the beneficial ownership by FMB of equity
securities of the Company, the total amount thereof now outstanding and the
percentage of said ownership are set forth in the table below. Except as
noted therein, such table includes all of the
(Page 5 of 19 Pages)
<PAGE>
Company's securities as to which FMB has sole voting power or sole investment
power and all such securities as to which FMB shares voting power or shares
investment power.
<TABLE>
<CAPTION>
Registered No. of Shares
Equity Beneficially No. of Shares % Beneficially
Securities Owned Outstanding Owned
---------- ------------- ------------- --------------
<S> <C> <C> <C>
Common Stock 175,463 883,858 19.85%
</TABLE>
As of June 30, 1997, the number of shares of Common Stock which were
issued and outstanding, as reported by the Company in its Quarterly Report on
Form 10-Q dated August 14, 1997, was 883,858. The total number of shares
beneficially owned by FMB, as reported in the above-table, includes 89 shares
of Common Stock that were received as stock dividends on July 1 and October 1,
1997. However, in that these stock dividends were paid after the number of
shares of Common Stock was last reported, the percentage of the outstanding
shares is beneficially owned by FMB, as stated in the above-table, is slightly
higher than may actually be the case.
To the knowledge of FMB, no shares of Common Stock are beneficially
owned by its executive officers, directors and controlling persons listed on
Schedule 1 hereto.
(b) FMB has sole dispositive power and sole voting power with
respect to the GBB Shares which it currently owns and will have sole
dispositive and voting power with respect to the Webster Shares when they are
purchased by FMB.
(c) Except for the transactions described above, FMB has not
effected any transactions in the Common Stock reported on herein during the
past sixty (60) days, and FMB is not aware of any other transactions in such
securities by any of the persons listed on Schedule 1 hereto attributable to
FMB.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER
The information concerning the Agreement contained in Items 3 and 4
above is incorporated herein by reference.
The description contained herein of the Agreement is qualified in
its entirety by reference to such agreement, a copy of which is filed as
Exhibit A hereto and incorporated by reference herein.
(Page 6 of 19 Pages)
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS SCHEDULES AND EXHIBITS
Schedules:
Schedule 1 - Executive officers, directors and controlling
persons of FMB
Exhibits:
Exhibit A - Stock Purchase Agreement dated November __, 1997
between Ethel Webster and First Mariner Bancorp
Exhibit B - Press Release dated November 14, 1997
(Page 7 of 19 Pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 14, 1997 FIRST MARINER BANCORP
/s/ Edwin F. Hale, Sr.
-----------------------------------
Edwin F. Hale, Sr., Chairman and
Chief Executive Officer
(Page 8 of 19 Pages)
<PAGE>
SCHEDULE 1
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS
OF FIRST MARINER BANCORP ("FMB")
<TABLE>
<CAPTION>
Principal Business
Principal Occupation and in Which Such
Name Business Address Employment is Conducted
- ---- ------------------------ -----------------------
<S> <C> <C>
Edwin F. Hale, Sr. Chairman of the Board and Commercial Banking
Chief Executive Officer of
FMB and First Mariner Bank
(the "Bank"); Director of FMB;
Chairman and Chief Executive
Officer of Hale Intermodal
Transport Co. and Hale
Intermodal Marine Co.
1801 South Clinton Street
Baltimore, MD 21224
George H. Mantakos President and Director of the Commercial Banking
Bank; Director of FMB
1801 South Clinton Street
Baltimore, MD 21224
Joseph A. Cicero President, Chief Operating Commercial Banking
Officer and Director of FMB;
Chief Operating Officer of the
Bank
1801 South Clinton Street
Baltimore, MD 21224
Barry B. Bondroff Director of FMB; Managing Accounting
Officer of Grabush, Newman &
Co., P.A.
515 Fairmount Avenue
Suite 400
Baltimore, MD 21286
Rose M. Cernak Director of FMB; President of Restaurant
Olde Obrycki's Crab House, Inc.
P.O. Box 38218
Baltimore, MD 21231
Christopher F. D'Anna Director of FMB; Vice President Supermarket Chain
of Mars Super Markets, Inc.
7183 Holabird Avenue
Baltimore, MD 21222
Bruce H. Hoffman Director of FMB; Executive Sports-Related Real Estate
Director of Maryland Stadium Development
Authority
Warehouse Camden Yards
333 West Camden Street
Suite 500
Baltimore, MD 21201
</TABLE>
(Page 9 of 19 Pages)
<PAGE>
<TABLE>
<CAPTION>
Principal Business
Principal Occupation and in Which Such
Name Business Address Employment is Conducted
- ---- ------------------------ -----------------------
<S> <C> <C>
Melvin S. Kabik Director of FMB; Owner of Commercial Real Estate
commercial real estate company
3711 Gardenview Road
Baltimore, MD 21208
R. Andrew Larkin Director of FMB; President of Real Estate Development
Maryland Realty Investment Corp.
325 West 23rd Street
Baltimore, MD 21211
Jay J.J. Matricciani Director of FMB; President of Utility and Paving; Heavy
The Matricciani Company; Equipment Rental
Partner of Matro Properties
4070 Old North Point Road
Baltimore, MD 21222
Dennis C. McCoy Director of FMB; Representative Legal Profession; Lobbiest
of Government Affairs-Maryland, Inc.
220 Prince George Street
Annapolis, MD 21401
Walter L. McManus, Jr. Director of FMB; President of Commercial Real Estate
Castlewood Realty Co., Inc.
204 East Joppa Road
Penthouse 5
Towson, MD 21286
James P. O'Conor Director of FMB; Chairman and Commercial Real Estate
Chief Executive Officer of
O'Conor, Piper & Flynn
22 West Padonia Road
Timonium, MD 21093
Kevin B. O'Connor Director of FMB; President of Fire-Fighting
the Maryland State & District
of Columbia Professional Fire
Fighters Association
52 Scott Adam Road
Cockeysville, MD 21030
John J. Oliver, Jr. Director of FMB; Chairman, Newspaper Publishing
Chief Executive Officer and
Publisher of Baltimore
Afro-American Newspaper
2519 North Charles Street
Baltimore, MD 21218
</TABLE>
(Page 10 of 19 Pages)
<PAGE>
<TABLE>
<CAPTION>
Principal Business
Principal Occupation and in Which Such
Name Business Address Employment is Conducted
- ---- ------------------------ -----------------------
<S> <C> <C>
Gov. William Donald Schaefer Director Emeritus of FMB; Counsel Legal Profession
to Gordon, Feinblatt, Rothman,
Hoffberger and Hollander, LLC
The Garrett Building
233 East Redwood Street
Baltimore, MD 21202
Ronald M. Shapiro Director of FMB; President of Sports Management; Legal
Shapiro, Robinson & Associations, Profession
Inc.; Counsel to Shapiro and
Olander; Chairman of Shapiro
Negotiations Institute
36 S. Charles Street
20th Floor
Baltimore, MD 21201
Hanan Y. Sibel Director of FMB; Chairman and Food Brokerage
Chief Executive Officer of
Chaimson Brokerage Co., Inc.
6822 Oak Hall Lane
Columbia, MD 21045
Leonard Stoler Director of FMB; Owner and Automobile Dealership
President of Len Stoler Inc.
11275 Reisterstown Road
Owings Mills, MD 21117
</TABLE>
(Page 11 of 19 Pages)
<PAGE>
EXHIBIT A
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
on this ____ day of November, 1997, by and between ETHEL WEBSTER, a Maryland
resident ("Seller") and FIRST MARINER BANCORP, a Maryland corporation ("First
Mariner").
EXPLANATORY STATEMENT
---------------------
A. Seller is a stockholder of Glen Burnie Bancorp ("GBB") and owns one
hundred seventy thousand eight hundred eighty-three (170,883) shares of the
common stock of GBB, par value $10.00 per share (the "Stock").
B. After negotiations between them, First Mariner wishes to purchase
from Seller, and Seller wishes to sell to First Mariner, the Stock owned by
Seller on the terms and subject to the conditions set forth in this Agreement.
C. Upon execution of this Agreement, the parties shall have three (3)
business days to execute an escrow agreement (the "Escrow Agreement"), which
is mutually satisfactory to the parties and which provides for the deposit of
Seller's Stock and the Closing Payment into escrow pending receipt by First
Mariner of the regulatory approvals necessary to consummate the transaction.
Any such Escrow Agreement shall comply with Federal Reserve Board regulations.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the Explanatory Statement, which is
deemed a substantive part of this Agreement, the mutual agreements,
representations and warranties hereinafter set forth and for other good and
valuable consideration, both the receipt and legal sufficiency of which are
hereby acknowledged, First Mariner and Seller hereby agree, represent,
warrant, and covenant as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK
--------------------------
1.1 Transfer of Stock. Upon the terms and subject to the conditions
contained herein, Seller will sell, convey, transfer, assign and deliver to
First Mariner, and First Mariner will acquire as of the close of business on
the Closing Date, one hundred seventy thousand eight hundred eighty-three
(170,883) shares of the Stock. Concurrently with the execution of the Escrow
Agreement, Seller shall deliver to the escrow agent all certificates
representing the Stock. The certificates representing the Stock shall be
duly endorsed, or delivered with appropriate stock powers or other instruments
of conveyance, as requested by First Mariner, and in form and content
satisfactory to First Mariner's counsel, and shall be placed in escrow pursuant
to the Escrow Agreement and shall be released by the escrow agent (the "Escrow
Agent") to First Mariner on the Closing Date in accordance with the Escrow
Agreement and this Agreement. The Escrow Agreement as executed shall be
incorporated herein and made a part of this Agreement.
1.2 Consideration. As consideration for the purchase of the Stock
owned by Seller, First Mariner agrees to pay to Seller an amount equal to
Four Million One Hundred Eight Six Thousand Six
(Page 12 of 19 Pages)
<PAGE>
Hundred Thirty Four Dollars ($4,186,634.00) (the "Closing Payment") to be paid
by cashiers or certified bank check. The Closing Payment shall be placed in
escrow pursuant to the Escrow Agreement and shall be released by the Escrow
Agent to Seller on the Closing Date in accordance with the Escrow Agreement
and this Agreement.
ARTICLE II
CLOSING
-------
2.1 Time and Place of Closing. The closing of the transaction
contemplated by this Agreement (the "Closing") shall take place at the offices
of Shapiro and Olander, 2000 Charles Center South, 36 South Charles Street,
Baltimore, Maryland 21201, or at such other place as First Mariner may
determine upon reasonable notice to Seller .
2.2 Deliveries by Seller. As of the Closing Date, Seller shall have
delivered the following to First Mariner:
(a) Instructions and any required documentation to the Escrow
Agent to deliver the stock certificate(s) representing all of the Stock owned
by Seller, together with duly executed stock powers;
(b) All other documents, instruments and writings required to be
delivered by Seller at or prior to the Closing Date pursuant to this Agreement
or otherwise required, or reasonably requested by First Mariner, in connection
herewith.
2.3 Deliveries by First Mariner. At the Closing, First Mariner shall
deliver the following to Seller:
(a) Instructions and any required documentation to the Escrow
Agent to deliver to Seller the Closing Payment by cashiers or certified bank
check; and
(b) All other documents, instruments and writings required to be
delivered by First Mariner at or prior to the Closing date pursuant to this
Agreement or otherwise required in connection herewith.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
Seller hereby represents and warrants to First Mariner as follows:
3.1 Validity and Capacity. This Agreement constitutes or will
constitute the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency or similar laws affecting creditor rights
generally or the availability of equitable remedies.
3.2 Title to Shares. (a) Seller holds legal and valid title to the
Stock, free and clear of any security interest, lien, adverse claim,
encumbrance, equity, proxy, or other right of any other party with respect to
such Stock; (b) Seller has the exclusive right to transfer and assign the
Stock to First Mariner; (c) the Stock represents all of the shares of capital
stock of GBB owned of record or beneficially by Seller;
(Page 13 of 19 Pages)
<PAGE>
and (d) Seller is not a party to any option, warrant, call, right or other
agreement, oral or written, of any character whatsoever giving any person or
entity the right to acquire from the Seller any shares of capital stock of
GBB, or giving the seller the right to acquire from GBB or any other
stockholder of GBB any shares of capital stock of GBB or any security or
other instrument convertible into or exchangeable for any shares of capital
stock of GBB, nor are there any commitments to issue, execute or agree to any
such options, warrants, calls, puts, rights or other agreements.
3.3 Consents and Approvals. Except for the consents, waivers or
approvals of, or filings or registrations with the Federal Reserve Board, the
Maryland Commissioner, and the DOJ, no consent, approval or authorization of,
or declaration, notice, filing or registration with, any governmental or
regulatory authority, or any other person, is required to be made or obtained
by Seller on or prior to the Closing Date in connection with the execution,
delivery and performance of this Agreement and the consummation of the
Transaction contemplated by this Agreement.
3.4 Litigation. There is no litigation instituted, pending or, to the
knowledge of Seller, threatened (or unasserted but considered probable of
assertion and which if asserted would have at least a reasonable probability
of an unfavorable outcome), against Seller or against any asset, interest or
right of Seller which would have a material adverse effect on the Stock,
other than suits pending on the date hereof. There is no actual or, to the
knowledge of Seller, threatened litigation which presents a claim to restrain
or prohibit the transaction contemplated herein or to impose upon First
Mariner or Seller any material costs or obligations in connection therewith.
3.5 No Other Agreements to Sell the Stock. Seller has no agreement,
absolute or contingent, with any other person to sell the Stock or to enter
into any agreement with respect thereto.
3.6 Representation. Seller has been advised by independent legal
counsel of her own choosing in the negotiation of this Agreement and all
other agreements and documents contemplated hereby or thereby and all matters
relating thereto.
ARTICLE IV
COVENANTS OF SELLER
-------------------
Seller covenants and agrees for the benefit of First Mariner as follows:
4.1 Consummation of Agreement. Seller shall take all action necessary
or appropriate, or that may be reasonably requested by First Mariner, shall
execute such additional documents, instruments, memoranda and other writings,
and shall otherwise cooperate fully with First Mariner as shall be necessary
or appropriate to carry out and effectuate the terms and conditions of this
Agreement or to acquire any necessary regulatory approvals.
4.2 Confidentiality. Seller shall use all confidential information
disclosed by First Mariner to Seller solely for the purpose of this Agreement
and the transaction described herein and shall not use such information for
any other purpose. Seller shall maintain the confidentiality of such
information. If the transaction described herein is not consummated, all
documents and copies thereof containing such confidential information
relating to First Mariner in the possession of Seller or her agents or
representatives shall be returned to First Mariner. For purposes of this
paragraph, confidential information relating to First Mariner shall mean
information not readily available through sources other than First Mariner.
(Page 14 of 19 Pages)
<PAGE>
4.3 Negative Covenants. Except as specifically contemplated by this
Agreement, Seller shall not take any action, or agree or commit to take any
action, in writing or otherwise, without the prior written consent of First
Mariner which would or is reasonably likely to (i) adversely affect the
ability of First Mariner to obtain any necessary approvals of governmental
authorities required for the transaction contemplated hereby; (ii) adversely
affect Seller's ability to perform her covenants and agreements under this
Agreement; or (iii) result in any of the conditions to First Mariner's
obligation hereunder set forth in Article VI not being satisfied.
ARTICLE V
COVENANTS OF FIRST MARINER
--------------------------
5.1 Filing of Applications. First Mariner shall use its best efforts
to prepare, submit, publish, and file: (a) an application to the Federal
Reserve Board pursuant to the Bank Holding Company Act and 12 C.F.R. Section
225.14; and (b) an application to the Maryland Commissioner pursuant to
Section 3-314 of the Financial Institutions Article of the Code; and (c) any
other applications, notices, or statements required to be filed in connection
with the transaction contemplated hereby.
5.2 Adjustment to Closing Payment. If within ninety (90) days of the
date of this Agreement, First Mariner purchases GBB common stock from any
third party at a per share purchase price greater than Twenty Four Dollars
Fifty Cents ($24.50) per share (the "Third Party Purchase Price"), First
Mariner shall adjust the Closing Payment and pay to Seller a per share
purchase price for Seller's Stock equal to the Third Party Purchase Price.
If such third party purchase occurs after the Closing, First Mariner shall
promptly pay to Seller the difference between such higher Third Party Purchase
Price and the Closing Payment.
5.3 Expenses. First Mariner shall pay all of Seller's expenses
representing legal fees and/or commissions which Seller incurred in connection
with the negotiation and execution of this Agreement.
5.4. Continued Operations of GBB. In the event that First Mariner has
representatives on the Board of Directors of GBB and/or gains control of
management of GBB or any bank subsidiary of GBB (the "Bank"), First Mariner
shall use its best efforts to cause its representatives, subject in all cases
to its or their business judgment and any fiduciary duty which it or its
representatives may owe, to do the following:
(i) consider placing Neil Williams, Matt Shimoda, and Susan
Demyan on an advisory board to the board of directors for
GBB;
(ii) consider retaining the services of Donald Bolander,
independent contractor, for cleaning and maintaining the
Bank's facilities;
(iii) consider retaining Dorothy Lim as Administrative Assistant,
Finance of the Bank; and
(iv) consider the retention of managers and employees at existing
bank branches.
(Page 15 of 19 Pages)
<PAGE>
ARTICLE VI
CONDITIONS TO FIRST MARINER'S OBLIGATIONS
-----------------------------------------
The obligations of First Mariner to consummate the transaction
contemplated hereby on the Closing Date are subject to the satisfaction or
waiver, on or prior to the Closing Date, of each of the following conditions:
6.1 Representations, Warranties and Covenants. All representations and
warranties of Seller contained in this Agreement shall be true and correct in
all material respects as of the Closing Date, except as otherwise contemplated
by this Agreement or consented to in writing by First Mariner, and Seller shall
have performed in all material respects all agreements and covenants as
required hereby to be performed by it prior to or at the Closing Date. There
shall be delivered to First Mariner a certificate of Seller to the foregoing
effect.
6.2 Governmental Approvals. The parties hereto shall have received all
necessary approvals of the transactions contemplated by the Agreement from
governmental agencies and authorities, including, without limitation, those of
the Federal Reserve Board, Maryland Commissioner, and DOJ, without the
imposition of any unduly burdensome conditions, as reasonably determined by
First Mariner, each of such approvals shall remain in full force and effect
and all statutory waiting periods in connection therewith shall have expired
at the Closing Date. Such approvals and the transactions contemplated thereby
shall not have been contested by any federal or state governmental authority
nor by any other third party by formal proceeding. If any contest as
aforesaid is brought by formal proceedings, any party may, but shall not be
obligated to, answer and defend such contest.
6.3 No Injunctions or Restraints. No suit, action or proceeding shall
be pending or threatened before any court or other governmental agency by the
federal or any state government in which it is sought to restrain or prohibit
the consummation of the transaction contemplated by this Agreement and no
temporary restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other legal restraint
or prohibition preventing the consummation of the transaction shall be in
effect.
6.4 Certificates. Seller will furnish First Mariner with such
certificates to evidence compliance with the conditions set forth in this
Article VI as may be reasonably requested by First Mariner.
ARTICLE VII
MISCELLANEOUS
-------------
7.1 Termination. This Agreement may be terminated on the Closing Date
by First Mariner in writing, if any of the conditions precedent set forth in
Article VI hereof have not been satisfied or fulfilled.
7.2 Effect of Termination. In the event this Agreement is terminated
pursuant to Section 7.1 hereof, this Agreement shall become void and have no
effect, except that the provisions relating to (a) expenses and publicity set
forth in Sections 7.11 and 7.12; and (b) confidentiality provided in
Section 4.4 hereof, shall survive any such termination.
(Page 16 of 19 Pages)
<PAGE>
7.3 Remedies. The parties to this Agreement acknowledge and agree that
the obligations arising under this Agreement are unique and that adequate
remedies at law may be unavailable to them for any breach of this Agreement
and that any such breach or a threatened breach may result in irreparable
harm to them. Without prejudice to any other remedies at law or in equity to
which any of them may be entitled, the parties to this Agreement hereby agree
that each of them shall be entitled to injunctive relief and/or a decree of
specific performance in the event of any actual or threatened breach of any
of the terms, conditions or provisions of this Agreement, together with
reimbursement of legal and other expenses and fees incurred in enforcing this
Agreement or seeking such relief.
7.4 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by Seller or Seller without the prior
written consent of First Mariner. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, and no other person shall have any
right, benefit or obligation hereunder.
7.5 Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to the
others shall be in writing and delivered in person or by courier, telegraphed,
telexed or by facsimile transmission or mailed by certified mail, postage
prepaid, return receipt requested (such mailed notice to be effective on the
date such receipt is acknowledged), as follows:
If to First Mariner: First Mariner Bancorp
1801 South Clinton Street
Baltimore, Maryland 21224
Attn: Edwin F. Hale, Sr.
Chairman and Chief Executive Officer
with a copy to: Christopher Dean Olander, Esq.
Shapiro and Olander
36 South Charles Street, 20th Floor
Baltimore, Maryland 21201
If to Seller: Ms. Ethel Webster
104 West Pasadena Road
Pasadena, Maryland 21122
with a copy to: Marvin Mandel, Esquire
Nine State Circle
Annapolis, Maryland 21401
or to such other place and with such other copies as either party may
designate as to itself by written notice to the others.
7.6 Choice of Law. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the internal laws of
the State of Maryland, without regard to the conflict of law principles
thereof.
(Page 17 of 19 Pages)
<PAGE>
7.7 Entire Agreement; Amendments and Waivers. This Agreement, together
with all exhibits and schedules hereto, constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by all parties, except
as relates to the confidentiality provisions. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
7.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.9 Severability. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument referred to herein,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement or any other such instrument.
7.10 Headings. The headings of the Articles and Sections herein are
inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
7.11 Expenses. Except as otherwise provided herein, First Mariner and
Seller will be liable for their own costs and expenses incurred in connection
with the negotiation, preparation, execution and performance of this Agreement
including, but not limited to, legal, consultant, accounting and other
professional fees and expenses.
7.12 Publicity. Seller shall not issue any press release or other
public disclosure relating to this Agreement or the transaction contemplated
hereby without the prior written consent of First Mariner; provided, however,
that nothing contained herein shall prohibit any party, following notification
to the other party, from making any disclosure which its counsel deems
necessary.
IN WITNESS WHEREOF, Seller and First Mariner have duly executed and
delivered this Stock Purchase Agreement as of the day and year first above
written.
ATTEST: FIRST MARINER BANCORP
/s/ Eugene A. Friedman By:/s/ Edwin F. Hale, Sr. (SEAL)
- ---------------------------------- --------------------------------
Eugene A. Friedman, Secretary Edwin F. Hale, Sr., Chairman and
Chief Executive Officer
WITNESS: SELLER
/s/ By:/s/ Ethel Webster (SEAL)
- ----------------------------------- --------------------------------
Ethel Webster
(Page 18 of 19 Pages)
<PAGE>
EXHIBIT B
PRESS RELEASE
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(Page 19 of 19 Pages)
