<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GLEN BURNIE BANCORP
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(Name of Issuer)
Common Stock, par value $10.00 per share
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(Title of Class of Securities)
377407 10 1
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(CUSIP Number)
Edwin F. Hale, Sr.
First Mariner Bancorp
1801 South Clinton Street
Baltimore, Maryland 21224
(410) 342-1500
with a copy to:
Melissa Allison Warren, Esquire
Ober, Kaler, Grimes & Shriver
129 East Baltimore Street
Baltimore, Maryland 21202
(410) 685-1120
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Octobet 19, 1998
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(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 pages)
Page 1 of 10 Pages
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CUSIP No. 377407 10 1 13D Page 2 of 10 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY)
First Mariner Bancorp (I.R.S. No. 52-1834860)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
SEC USE ONLY
3
4 SOURCE OF FUNDS*
WC
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 7 SOLE VOTING POWER
SHARES 213,168 Shares (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0 Shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 213,168 Shares (1)
10 SHARED DISPOSITIVE POWERS
0 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,168 Shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5% (1)
14 TYPE OF REPORTING PERSON*
CO
(1) Excludes shares held by two directors or their minor children. See item 5
herein.
<PAGE>
The entire text of the Schedule 13D originally filed by the Reporting
Person on January 28, 1998, (the "Initial Schedule 13D") is amended and restated
as follows:
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 to the Initial Schedule 13D, or
otherwise filed with the Securities and Exchange Commission.
Item 2. Identity and Background
This Report is being filed by First Mariner Bancorp, a Maryland
corporation ("FMB" or the "Reporting Person").
FMB's principal business is the operation of a bank holding company.
The business address of FMB is 1801 South Clinton Street, Baltimore,
Maryland 21224.
Edwin F. Hale, Sr. is the Chairman and Chief Executive Officer of FMB
and, as of October 26, 1998, owns 15.05% of the equity securities of FMB (or
24.11% including options and warrants exercisable within 60 days). As a result,
Mr. Hale could be deemed to beneficially own the Common Stock held by FMB. Mr.
Hale disclaims beneficial ownership of the Common Stock held by FMB which he
could be deemed to own as a result of his association with FMB.
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 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 are 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.
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 l attached hereto and incorporated herein by
reference.
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
Page 3
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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.
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
FMB, Ethel D. Webster, a Maryland resident, and Neil C. Williams, a
Maryland resident, entered into a Stock Purchase Agreement dated January 26,
1998 (the "Agreement"). The form of the Agreement was attached as Exhibit A to
the Initial Schedule 13D and the discussion in this Report of any provisions of
the Agreement is qualified by reference to that Exhibit. Ms. Webster and Mr.
Williams are referred to collectively herein as the "Sellers." Pursuant to the
Agreement, FMB purchased from the Sellers on October 19, 1998 207,548 shares of
Common Stock (the "GBB Shares") for an aggregate purchase price of
$4,509,936.70. The source of the payment of the purchase price was cash on hand.
As a result, FMB may be deemed to be the beneficial owner of greater than five
percent (5%) of the Common Stock.
On April 15 and 17, 1997, FMB purchased a total of 4,491 shares of
Common Stock in open market purchases. Pursuant to stock dividends issued on
July 1, 1997, October 1, 1997 and December 31, 1997, a stock split issued on
January 10, 1998, and the acquisition of shares in 1998 under the Company's
Dividend Reinvestment Plan, FMB has received an aggregate of 1,129 shares of
Common Stock. Prior to the purchase of GBB Shares pursuant to the Agreement, FMB
beneficially owned a total of 5,620 shares of Common Stock or approximately
0.5%. Upon the purchase of the GBB Shares, FMB beneficially owns a total of
213,168 shares of Common Stock or approximately 19.5%.
A total of $110,736 in working capital funds was used to purchase the
4,491 shares of Common Stock held by FMB prior to entering into the Agreement.
The 1,129 shares of Common Stock received by FMB as a result of dividends or
splits were received at no cost to FMB or through the reinvestment of dividends
pursuant to the Company's Dividend Reinvestment Plan.
Item 4. Purpose of Transaction
FMB entered into the Agreement for the purpose of acquiring a
significant equity interest in the Company as an investment. The Chairman and
Chief Executive Officer of FMB has stated that FMB would ultimately like to
merge with the Company and to take control of the Company.
FMB intends to periodically review its investment in the Company, and
may in the future acquire additional shares of the Company's Common Stock
through open market purchases, private transactions or otherwise, subject to
applicable bank regulatory and other legal requirements. In the event that FMB
determines to acquire additional shares, it will consider, among other things, a
legal challenge of the validity of the Company's Rights Plan. In addition, FMB
may determine to sell all
Page 4
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or a portion of the shares of the Company's Common Stock that it holds from time
to time, through open market sales, private transactions, the repurchase of
shares by the Company or otherwise.
FMB will consider seeking the appointment of representatives to the
board of directors of the Company. In addition, FMB will consider soliciting
proxies for nominees for election to the board of directors at the next annual
meeting of the Company's stockholders, although it has no such plan or proposal
at this time.
FMB continues to reserve the right to change its intention regarding
its investment in the Company's Common Stock and to take other actions,
presently undetermined, to the extent permitted by applicable bank regulatory
and other legal requirements, that could result in or relate to the items
enumerated in paragraphs (a) - (j) of Item 4 of Schedule 13D.
In reaching any decisions regarding any of the foregoing, FMB will
consider various factors including, but not limited to, the Company's business
prospects, other developments concerning the Company, other business
opportunities available to FMB, developments concerning FMB and its business,
and general economic and regulatory conditions.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the beneficial ownership by FMB of the
Common Stock of the Company, the total amount thereof now outstanding and the
percentage of said ownership are set forth in the table below.
<TABLE>
<CAPTION>
No. of Shares No. of Shares % Beneficially
Beneficially Owned Outstanding Owned
------------------ ----------- -----
<S> <C> <C>
213,168 1,095,968 19.5%
</TABLE>
The number of shares of the Common Stock issued and outstanding, as
reported by the Company in its Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 14, 1998, was 1,095,968.
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, other than 2,383 shares owned by Director Michael Lynch and
1,932 shares owned by Mr. Lynch's minor children, and 972 shares owned by the
minor children of Director R. Andrew Larkin.
(b) FMB has sole dispositive power and sole voting power with respect
to the shares of Common Stock which it owns.
(c) Except for the transactions described in Item 3 hereof, 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.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer
The information concerning the Agreement contained in Item 3 above is
incorporated herein by reference. The description contained herein of the
Agreement is qualified in its entirety by reference to such agreement.
FMB, the Sellers and Albert W. Woodfield, III entered into an Escrow
Agreement dated January 26, 1998 pursuant to which the GBB shares and the
purchase price therefor were held in escrow pending closing of the purchase. The
description of this agreement is qualified in its entirety by reference to such
agreement, a copy of which was filed as Exhibit B to the Initial Schedule 13D.
To the knowledge of FMB, no person listed on Schedule 1 has any
contracts, agreements, understandings, or relationships with respect to the
Common Stock.
Item 7. Material to be Filed as Schedules and Exhibits
Schedules:
Schedule 1 - Executive officers, directors and
controlling persons of FMB
(filed herewith)
Exhibits:
Exhibit A - Stock Purchase Agreement dated
January 26, 1998 among
Ethel D. Webster, Neil C. Williams
and First Mariner Bancorp
(previously filed)
Exhibit B - Escrow Agreement dated January 26,
1998 among First Mariner Bancorp,
Ethel D. Webster, Neil C. Williams
and Albert W. Woodfield, III.
(previously filed)
Exhibit C - Press Release dated January 27, 1998
(previously filed)
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.
FIRST MARINER BANCORP
Dated: October 27, 1998 By: /s/ Edwin F. Hale, Sr.
Edwin F. Hale, Sr.
Chairman and Chief
Executive Officer
Page 6
<PAGE>
SCHEDULE 1
DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS
OF FIRST MARINER BANCORP ("FMB")
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- ------- ---------
<S> <C> <C>
Edwin F. Hale, Sr. Chairman of the Board and Chief Commercial Banking
Executive Officer of FMB and First
Mariner Bank (the "Bank"); Chairman
and Chief Executive Officer of Hale Transportation
Trans.; Managing Member of Peterbilt Truck Sales
of Maryland LLC; President and Chief
Executive Officer of Baltimore Blast Professional Soccer
Corporation;
1801 South Clinton Street
Baltimore, MD 21224
George H. Mantakos President and Director of the Bank; Commercial Banking
Director of FMB
1801 South Clinton Street
Baltimore, MD 21224
Joseph A. Cicero President, Chief Operating Officer and Commercial Banking
Director of FMB; Director and Chief
Operating Officer of the Bank
1801 South Clinton Street
Baltimore, MD 21224
Barry B. Bondroff Director of FMB and the Bank; Accounting
Managing Officer of Grabush,
Newman & Co., P.A.
515 Fairmount Avenue, Suite 400
Baltimore, MD 21286
Edie Brown Director of FMB and the Bank; Public Relations
Director of Public and Community
Relations of the Baltimore Arena
201 West Baltimore Street
Baltimore, MD 21201
</TABLE>
Page 7
<PAGE>
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- ------- ---------
<S> <C> <C>
Rose M. Cernak Director of FMB and the Bank; Restaurant
President of Olde Obrycki's Crab-
house, Inc.
P.O. Box 38218
Baltimore, MD 21231
Christopher F. Director of FMB and the Bank; Vice Supermarket Chain
D'Anna President of Mars Super Markets, Inc.
7183 Holabird Avenue
Baltimore, MD 21222
Bruce H. Hoffman Director of FMB and the Bank; Sports-Related Real Estate
Executive Director of Maryland Development
Stadium Authority Warehouse
Camden Yards
333 West Camden Street
Suite 500
Baltimore, MD 21201
Melvin S. Kabik Director of FMB and the Bank; Owner Commercial Real Estate
of a commercial real estate company
3711 Gardenview Road
Baltimore, Maryland 21208
R. Andrew Larkin Director of FMB and the Bank; Real Estate Development
President of Maryland Realty
Investment Corp.
325 West 23rd Street
Baltimore, MD 21211
Michael Lynch Director of FMB and the Bank; Vice Ship Repair
President of the General Ship Repair
Corporation
1449 Key Highway
Baltimore, MD 21230
Jay J.J. Matricciani Director of FMB and the Bank; Utility and Paving; Heavy
President of The Matricciani Equipment Rental
Company; Partner of Matro Properties
4070 Old North Point Road
Baltimore, MD 21222
</TABLE>
Page 8
<PAGE>
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- ------- ---------
<S> <C> <C>
Walter L. McManus, Director of FMB and the Bank; Commercial Real Estate
Jr. President of Castlewood Realty Co.,
Inc.
204 East Joppa Road, Penthouse 5
Towson, MD 21286
James P. O'Conor Director of FMB and the Bank; Commercial Real Estate
Chairman and Chief Executive Officer
of O'Conor, Piper & Flynn
22 West Padonia Road
Timonium, MD 21093
John J. Oliver, Jr. Director of FMB and the Bank; Newspaper Publishing
Chairman, Chief Executive Officer and
Publisher of Baltimore Afro-American
Newspaper
2519 North Charles Street
Baltimore, MD 21218
Hanan Y. Sibel Director of FMB and the Bank; Food Brokerage
Chairman and Chief Executive Officer
of Chaimson Brokerage Co., Inc.
6822 Oak Hall Lane
Columbia, MD 21045
Leonard Stoler Director of FMB and the Bank; Owner Automobile Dealership
and President of Len Stoler Inc.
11275 Reisterstown Road
Owings Mills, MD 21117
Michael Watson Director of FMB and the Bank; Marine Pilots
President of the Association of
Maryland Pilots
3720 Dillon Street
Baltimore, MD 21224
</TABLE>
Page 9
<PAGE>
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- ------- ---------
<S> <C> <C>
Kevin M. Healey Senior Vice President and Chief Commercial Banking
Financial Officer of FMB and the Bank
1801 South Clinton Street
Baltimore, Maryland 21224
</TABLE>
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