SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
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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) 342-2600
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)
January 26, 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 29 pages)
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SCHEDULE 13D
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CUSIP No. 377407 10 1 Page 2 of 29 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
First Mariner Bancorp (I.R.S. No. 52-1834860)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
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7 SOLE VOTING POWER
5,551 Shares (1)
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,551 Shares (1)
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,551 Shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Reporting Person has entered into a Stock Purchase Agreement dated
January 26, 1998 with Ethel D. Webster and Neil C. Williams, pursuant to which
the Reporting Person has agreed to purchase 207,548 shares of the Common Stock
of Glen Burnie Bancorp, or approximately 18.99% of the outstanding shares based
on the number of outstanding shares set forth in Glen Burnie Bancorp's
Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on January 9, 1998. Unless and until
such purchase is consummated, the Reporting Person disclaims beneficial
ownership of the 207,548 shares.
<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, 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 owns a significant amount of the equity securities of FMB. As a result, Mr.
Hale may 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 may 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
<PAGE>
(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.
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, have entered into a Stock Purchase Agreement dated January
26, 1998 (the "Agreement"). The form of the Agreement is attached hereto as
Exhibit A 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,
among other things, FMB has agreed, subject to approval of State and Federal
bank regulators and the satisfaction of certain other conditions, to purchase
from the Sellers 207,548 shares of Common Stock, plus such number of shares as
may be issued to the Sellers prior to closing of the purchase transaction as a
result of a stock dividend or split (the "GBB Shares"). As a result, FMB may be
deemed to be the beneficial owner of greater than five percent (5%) of the
Common Stock. Because the purchase of the GBB Shares is subject to regulatory
approval and other conditions, and because FMB has no power to vote or dispose
of the GBB Shares until after closing of the purchase of such shares, FMB
disclaims beneficial ownership of the GBB Shares until the transaction has been
closed and the GBB Shares have been transferred on the books and records of the
Company.
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 and a stock split issued on
January 10, 1998, FMB has received an aggregate of 1,060 shares of Common Stock.
Prior to the purchase of GBB Shares pursuant to the Agreement, FMB beneficially
owned a total of 5,551 shares of Common Stock or 0.508%. Upon the purchase of
the GBB Shares, FMB will beneficially own a total of 213,099 shares of Common
Stock or 19.501%.
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 1,060 shares of Common Stock received by FMB as a result of stock dividends
or splits were received at no cost to FMB.
Pursuant to the terms of the Agreement, the aggregate purchase price
for the GBB Shares is $4,509,936. FMB expects that the source of the funds used
to pay the purchase price for the GBB Shares will be cash on hand. At the option
of Mrs. Webster, up to 25% of the purchase price payable to her may be in the
form of shares of common stock of FMB, valued at the closing sale price for FMB
common stock on the trading date immediately preceding the date of closing
<PAGE>
of the purchase of the GBB Shares. Mr. Williams may elect to receive up to 100%
of the purchase price payable to him in shares of FMB common stock.
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.
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. In addition,
FMB may determine to sell all or a portion of the shares of the Company's Common
Stock that it holds from time to time.
FMB reserves the right to change its intention regarding its investment
in the Company's Common Stock and to take 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.
No. of Shares No. of Shares % Beneficially
Beneficially Owned Outstanding Owned
------------------ ------------- --------------
5,551(1) 1,092,768 0.508%(1)
(1) Pursuant to the terms of the Agreement, FMB has agreed to purchase 207,548
shares of Common Stock, which would result in FMB owning 213,099 shares or
19.501% of the outstanding shares of Common Stock. Unless and until the
acquisition is consummated, FMB disclaims beneficial ownership of the 207,548
shares.
(2) The number of shares of the Common Stock issued and outstanding, as reported
by the Company in Pre-Effective Amendment No. 2 to its Registration Statement on
Form S-1, filed with the Securities and Exchange Commission on January 9, 1998,
was 1,092,768.
<PAGE>
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 shares of Common Stock which it currently owns,
and will have sole dispositive power and sole voting power
with respect to the GBB Shares which it has the right to
acquire from the Sellers pursuant to the Agreement.
c. Except for the receipt of shares pursuant to stock dividends
and splits 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 l 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 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, a copy of
which is filed as Exhibit A hereto and incorporated by reference herein.
FMB, the Sellers and Albert W. Woodfield, III have entered into an
Escrow Agreement dated January 26, 1998 pursuant to which the GBB shares and the
purchase price therefor shall be 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 is filed as Exhibit B hereto and incorporated by
reference herein.
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
Exhibits:
Exhibit A - Stock Purchase Agreement dated
January 26, 1998 among Ethel D.
Webster, Neil C. Williams and
First Mariner Bancorp
<PAGE>
Exhibit B - Escrow Agreement dated January 26,
1998 among First Mariner Bancorp,
Ethel D. Webster, Neil C. Williams
and Albert W. Woodfield, III.
Exhibit C - Press Release dated January 27, 1998
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: January 28, 1998 By: /s/ Edwin F. Hale, Sr.
-----------------------
Edwin F. Hale, Sr.
Chairman and Chief
Executive Officer
<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>
Edwin F. Hale, Sr. Chairman of the Board and Chief Commercial Banking
Commercial Banking 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 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; Chief Operating
Officer of the Bank
1801 South Clinton Street
Baltimore, MD 21224
Barry B. Bondroff Director of FMB; Managing Officer of Accounting
Grabush, Newman & Co., P.A.
515 Fairmount Avenue, Suite 400
Baltimore, MD 21286
Rose M. Cernak Director of FMB; President of Olde Restaurant
Obrycki's Crab house, Inc.
P.O. Box 38218
Baltimore, MD 21231
Christopher F. Director of FMB; Vice President of Supermarket Chain
D'Anna Mars Super Markets, Inc.
7183 Holabird Avenue
Baltimore, MD 21222
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- --------------------------------- ---------------------------
<S><C>
Bruce H. Hoffman Director of FMB; Executive Director Sports-Related Real Estate
of Maryland Stadium Authority Development
Warehouse Camden Yards
333 West Camden Street
Suite 500
Baltimore, MD 21201
Melvin S. Kabik Director of FMB; Owner of a Commercial Real Estate
commercial real estate company
3711 Gardenview Road
Baltimore, Maryland 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 The Utility and Paving; Heavy
Matricciani Company; Partner of Equipment Rental
Matro Properties
4070 Old North Point Road
Baltimore, MD 21222
Dennis C. McCoy Director of FMB; Representative of Legal Profession/Lobbyist
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 Chief Commercial Real Estate
Executive Officer of O'Conor, Piper &
Flynn
22 West Padonia Road
Timonium, MD 21093
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Principal Business in Which
Principal Occupation and Business Such Employment is
Name Address Conducted
---- --------------------------------- ---------------------------
<S><C>
John J. Oliver, Jr. Director of FMB; Chairman, Chief Newspaper Publishing
Executive Officer and Publisher of
Baltimore Afro-American Newspaper
2519 North Charles Street
Baltimore, MD 21218
Gov. William Donald Director Emeritus of FMB; Counsel to Legal Profession
Schaefer Gordon, Feinblatt, Rothman,
Hoffberger and Hollander, LLC
The Garrett Building
233 East Redwood Street
Baltimore, MD 21202
Hanan Y. Sibel Director of FMB; Chairman and Chief Food Brokerage
Executive Officer of Chaimson
Brokerage Co., Inc.
6822 Oak Hall Lane
Columbia, MD 21045
Director of FMB: Owner and Automobile Dealership
Leonard Stoler President of Len Stoler Inc.
11275 Reisterstown Road
Owings Mills, MD 21117
Kevin M. Healey Senior Vice President and Commercial Banking
Chief Financial Officer of
FMB and the Bank
<PAGE>
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into on this day of and between ETHEL D. WEBSTER and NEIL C. WILLIAMS, Maryland
residents ("Sellers") and FIRST MARINER BANCORP, a Maryland corporation ("First
Mariner").
EXPLANATORY STATEMENT
---------------------
A. Sellers are stockholders of Glen Burnie Bancorp ("GBB"), Ethel D.
Webster owns Two Hundred Seven thousand One Hundred Eleven and fractional (207,
111.272899) shares and Neil C. Williams owns Four Hundred Fifty Seven and
fractional (457.304982) 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 Sellers, and Sellers wishes to sell to First Mariner, the Stock owned by
Sellers on the terms and subject to the conditions set forth in this Agreement.
C. The parties have executed an escrow agreement (the "Escrow
Agreement"), which is attached hereto as Exhibit "A", and which provides for the
deposit of Seller's Stock and the Closing Payment into escrow pending
satisfaction of the conditions set forth in Article VI of this Agreement.
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 Sellers hereby agree, represent, warrant,
and covenant as follows:
<PAGE>
ARTICLE I
PURCHASE AND SALE OF STOCK
--------------------------
1.1 Transfer of Stock. Upon the terms and subject to the conditions
contained herein, Sellers will sell, convey, transfer, assign and deliver to
First Mariner, and First Mariner will acquire at the Closing, Two Hundred Seven
thousand One Hundred One and fractional (207,101.272899) shares of stock from
Ethel D. Webster and Four Hundred Forty Seven and fractional (447.304982) shares
of stock from Neil C. Williams, or such other number of shares as may reflect,
pursuant to the Escrow Agreement, the effects of any stock dividend or split.
Concurrently with the execution of this Agreement and the Escrow Agreement,
Sellers shall deliver to Albert W. Woodfield, III, as escrow agent (the "Escrow
Agent") a statement from GBB that reflects the number of shares held by each
Seller. Sellers shall procure stock certificate(s) that reflect this number of
shares as held by them, as reflected in the statement from GBB, during the
period before closing. At such time as the stock certificates can be procured
from GBB, the Sellers shall duly endorse and deliver with appropriate stock
powers or other instruments of conveyance, as requested by First Mariner, and in
form and content satisfactory to First Mariner 5 counsel, and if the stock
certificates are received before closing has occurred, the stock certificates
shall be placed in escrow pursuant to the Escrow Agreement and shall be released
by the Escrow Agent to First Mariner at the Closing in accordance with the
Escrow Agreement. The Escrow Agreement is incorporated herein and made a part of
this Agreement. Both parties recognize and agree that each Seller will retain
ten (10) shares a piece in their own name and shall not be a part of this
transaction.
1.2 Consideration. As consideration for the purchase of the Stock owned
by Seller, First Mariner agrees to place in escrow an amount equal to Four
Million Five Hundred Thousand Dollars ($4,500,000.00) for Ethel D. Webster's
shares of stock and Nine Thousand Nine Hundred Thirty Six Dollars and seven
cents ($9,936.07) for Neil C. Williams' shares of stock (the "Closing Payment")
as security for payment to be made paid by cashier's check or certified bank
check or bank wire transfer at the Closing. At Ethel D. Webster's option, up to
twenty-five percent (25%) of her Closing Payment may be made in First Mariner
common stock having a per share price equal to the listed closing price of such
stock on the date immediately preceding the Closing, or, if there is no listed
closing price for First Mariner common stock on that day, the listed closing
price of such stock
2
<PAGE>
on the preceding day on which a closing price is listed. At Neil C. Williams'
option, all of his Closing Payment may be made in First Mariner common stock
having a per share price equal to the listed closing price of such stock on the
date immediately preceding the Closing, or, if there is no listed closing price
for First Mariner common stock on that day, the listed closing price of such
stock on the preceding day on which a closing price is listed. Concurrently with
the execution of this Agreement and the Escrow Agreement, First Mariner shall
deliver to the Escrow Agent cash in the amount of the Closing Payment to be held
in escrow in an interest-bearing account at the First National Bank of Maryland
pursuant to the Escrow Agreement. The Interest paid on the money held in escrow
shall be released by the Escrow Agent to Buyers at Closing prorata and any cash
dividends paid after the stock is put into escrow shall be paid to the Sellers
by the Escrow Agent at Closing 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") will occur within ninety (90)
days from the date first written above. Said date shall be extended for three
additional sixty (60) day intervals so long as First Mariner has filed all
required requests for approval, has pursued such requests with due diligence and
has disclosed such filings to the Sellers . The Closing shall take place at the
office of Marvin Mandel P.C., 9 State Circle, Suite 302, Annapolis, Maryland
21401, or at such other place as Sellers may determine upon reasonable notice to
First Mariner. The Closing shall occur within ten (10) business days after the
date on which the governmental approvals are received and any applicable
government waiting period has expired pursuant to Section 6.2.
2.2 Deliveries by Sellers. As of the Closing, Sellers shall have
delivered the following;
(a) Instructions and any required documentation to the Escrow Agent to
deliver the stock certificate(s) (subject to Section 1.1 above) representing all
of the Stock owned by Sellers (except for the ten (10) shares a piece being
retained by each Seller) together with duly executed stock powers; and
3
<PAGE>
(b) All other documents, instruments and writings required to be
delivered by Sellers at or prior to the Closing pursuant to this Agreement, or
reasonably requested by First Mariner, which is required to effectuate the
transfer of the GBB or First Mariner Stock and is requested within sufficient
time for the Sellers to perform in connection herewith.
2.3 Deliveries by First Mariner. At the Closing, First Mariner shall
deliver the following:
(a) Instructions and any required documentation to the Escrow Agent to
deliver to Sellers the Closing Payment by cashiers or certified bank check or
bank wire transfer as determined by Sellers; and
(b) All other documents, instruments and writings required to be
delivered by First Mariner at or prior to the Closing pursuant to this Agreement
or otherwise required in connection herewith.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
-----------------------------------------
Each Seller hereby represents and warrants to First Mariner as follows:
3.1 Validity and Capacity. This Agreement constitutes a legal, valid
and binding obligation of Sellers, enforceable against Sellers in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally or the availability of
equitable remedies.
3.2 Title to Shares. (a) Sellers hold 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) Sellers have the exclusive right to transfer and assign the
Stock to First Mariner; (c) the Stock represents all (except for ten (10) shares
a piece being retained by each Seller) of the shares of capital stock of GBB
owned of record or beneficially by Sellers; and (d) Sellers are 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
Sellers any shares of capital stock of GBB, or giving the Sellers 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
4
<PAGE>
exchangeable for any shares of capital stock of GBB, nor are there any
commitments to, execute or agree to any such options, warrants, calls, puts,
rights or other agreements.
3.3 Consents and Approvals. Sellers make no representation, warranty or
waivers as to what consents or approvals are required from the Federal Reserve
Board, the Maryland Commissioner, and the DOJ. Seller is aware of 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 Sellers on or prior to the Closing 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 Sellers, threatened against Sellers or against any asset, interest
or right of Sellers 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 Sellers, threatened litigation which presents a claim to restrain
or prohibit the transaction contemplated herein or to impose upon First Mariner
or Sellers any material costs or obligations in connection therewith.
ARTICLE IV
COVENANTS OF SELLERS
--------------------
Sellers covenant and agree for the benefit of First Mariner as follows:
4.1 Consummation of Agreement. Sellers shall take all action necessary
or appropriate, or that may be reasonably requested by First Mariner, at no
additional expense to Seller(s) to 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 Negative Covenants. Except as specifically contemplated by this
Agreement, Sellers 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 Sellers'
ability to perform their covenants and
5
<PAGE>
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 Expenses. First Mariner shall pay all of Sellers' expenses
representing reasonable legal fees, accounting fees , escrow expenses and/or
commissions which Sellers incurred with regard to the sale of their GBB Stock
including but not limited to (i) the negotiation and execution of this
Agreement, the Escrow Agreement, all other documents prepared and/or executed
and contemplated to be used to consummate the sale of these shares; (ii) and
legal action taken against Sellers relating to this Agreement and/or sale of
their GBB stock and (iii) the Escrow Agreement and escrow account.
ARTICLE VI
CONDITIONS TO FIRST MARINER'S OBLIGATIONS
-----------------------------------------
The obligations of First Mariner to consummate the transaction
contemplated hereby at the Closing are subject to the satisfaction or waiver, on
or prior to the Closing, of each of following conditions:
6.1 Representations Warranties and Covenants. All representations and
warranties of Sellers contained in this Agreement shall be true and correct in
all material respects as of the Closing, except as otherwise contemplated by
this Agreement or consented to in writing by First Mariner, and Sellers 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. There shall be
delivered to First Mariner a certificate of Sellers to the foregoing effect.
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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. In the event First Mariner makes such determination it shall
inform Seller within five (5) days of such determination and Buyer and Seller
will have five (5) business days from the date of First Mariner's notice to
decide whether they should proceed with this transaction. If Seller and Buyer
agree to proceed then the closing date will be extended such number of
additional days as agreed upon by the parties. 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, as stated in 2.1 above.
6.3 No Injunctions or Restraints. No suit, action, claim, or proceeding
shall be pending before any court or other governmental agency, 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.
6.5 Additional Purchases. First Mariner agrees that it will not allow a
delay in this sale due to its attempt and/or consummation of the purchase of
other GBB shares held by other parties.
6.6 Satisfaction. Upon either the completion of Closing (with the
delivery of full consideration to each party) as stated in Section 2 or
termination under 7.1 below, all other representations, warranties and/or
covenants shall cease and have no further effect, except those representations
made in Section 3.2 shall survive the Closing.
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ARTICLE VII
MISCELLANEOUS
-------------
7.1 Termination. This Agreement may be terminated on or before the
Closing 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 publicity set forth in Section
7.11, and all expenses incurred shall be paid to the Sellers.
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 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 Sellers or First Mariner without the
prior written consent of the other. 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 dates such
receipt is acknowledged), as follows:
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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: Melissa Warren, Esquire
Ober, Kaler, Grimes & Shriver, P.C.
120 East Baltimore Street
Baltimore, Maryland 21202
If to Sellers: Ms. Ethel D. Webster
104 Pasadena Road
Pasadena, Maryland 21122
Mr. Neil C. Williams
826 Danza Road
Severn, Maryland 21144
with a copy to: Marvin Mandel, Esquire
Nine State Circle
Annapolis, Maryland 21401
Edward O. Wayson, Jr., Esquire
Cooter, Mangold, Tompert & Wayson, L.L.C.
121 Cathedral Street
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.
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
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confidentiality provisions. No waiver of any of the provisions of Section 7.11
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 Publicity. Sellers and Buyer shall not issue any press release or
other public disclosure(s) (excluding any necessary government filings) relating
to this Agreement or the transaction contemplated hereby without one (1) day
prior notice to the other party and such party should be able to make reasonable
comments; 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.
(Bottom of page left blank intentionally)
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IN WITNESS WHEREOF, Sellers 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, Edwin F. Hale, Sr., Chairman
Secretary and Chief Executive Officer
WITNESS: SELLER
/s/ Paul Dorsey By: /s/ Ethel D. Webster (SEAL)
- ----------------------------- -----------------------------
Ethel D. Webster
/s/ Paul Dorsey By: /s/ Neil C. Williams (SEAL)
- ----------------------------- -----------------------------
Neil C. Williams
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EXHIBIT B
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") made and entered into this 26th
day of January, 1998, by and between ETHEL D. WEBSTER and NEIL C. WILLIAMS,
Maryland residents ("Sellers"), FIRST MARINER BANCORP, a Maryland corporation
("First Mariner"), and ALBERT W. WOODFIELD, III, a Maryland resident (the
"Escrow Agent"). Except as expressly set forth herein, all defined terms in
this Agreement shall have the same meanings as set forth in the Stock Purchase
Agreement by and between Seller and First Mariner of even date herewith (the
"Purchase Agreement").
EXPLANATORY STATEMENT
A. Pursuant to the Purchase Agreement, First Mariner will acquire from
Sellers their Stock in exchange for the Closing Payment.
B. Pursuant to the Purchase Agreement, Sellers and First Mariner are to
deliver the Stock and the Closing Payment, respectively, to the Escrow Agent, to
be held in escrow by the Escrow Agent in accordance with this Agreement.
C. The parties contemplate that the Escrow Agent shall hold the Closing
Payment and the Stock deposited in escrow with it under this Agreement, and
shall (i) after receiving notice from First Mariner that the conditions set
forth in Article VI of the Purchase Agreement have been satisfied, remit the
Closing Payment to Sellers and the Stock to First Mariner; or (ii) upon
receiving notice from First Mariner that the Purchase Agreement has been
terminated, return the Closing Payment, together with all interest and proceeds
derived therefrom, to First Mariner and the Stock and any dividends to Sellers,
as provided for in this Agreement.
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, Sellers, and the Escrow Agent hereby agree,
represent, warrant, and covenant as follows:
<PAGE>
1. Appointment of Escrow Agent. Sellers and First Mariner do hereby
appoint and designate the Escrow Agent for the purposes set forth herein. The
Escrow Agent does hereby accept such appointment under the terms and conditions
set forth herein.
2. Establishment of the Escrow Account. Simultaneously with the
execution of this Agreement, Sellers shall deliver to the Escrow Agent a
statement from GBB that represents the number of shares of stock held by the
Sellers, and First Mariner shall deliver to the Escrow Agent the Closing
Payment. The amount deposited by First Mariner with the Escrow Agent, together
with all interest and proceeds derived therefrom, and all dividends derived from
the Stock, is referred to herein as the "Escrow Fund". The Escrow Agent shall
hold and disburse the Escrow Fund in accordance with the terms and conditions of
this Agreement.
3. Investments. The Escrow Agent shall deposit the Escrow Fund in an
account with the First National Bank of Maryland. The Escrow Agent shall direct
the Bank to invest the Escrow Fund in U.S. government obligations maturing not
more than 60 days from the date of purchase.
(a) A bond shall be procured within a reasonable period of time from
the date of signing this Escrow Agreement and Stock Purchase Agreement in the
amount that will secure the amount of funds that are held in Escrow.
4. Escrow Period. The escrow period (the "Escrow Period") shall begin
with the deposit of the Stock and the Closing Payment with the Escrow Agent and
shall terminate at the Closing. The date of such an event is hereinafter called
the "Termination Date". During the Escrow Period, First Mariner and Sellers
acknowledge and agree that they are not entitled to withdraw the funds or
securities deposited into escrow or subject the funds or securities deposited
into escrow to the debts of First Mariner or Sellers or any other entity until
the Termination Date.
5. Retention of Beneficial Ownership. During the Escrow Period, Sellers
shall retain all right title, and interest to the Stock and shall have sole
voting authority with respect to all matters.
6. Adjustments. The aggregate number of shares of Stock in the Escrow
Fund, and the price per share of each share of such Stock shall be appropriately
adjusted, as First Mariner shall determine, for any increase or decrease in the
number of shares of issued stock of GBB resulting from a subdivision or
consolidation of shares, whether through reorganization,
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recapitalization, stock split, stock distribution, or combination of shares, or
the payment of a share dividend or other increase or decrease in the number of
such shares outstanding.
7. Release of Escrow Fund. The Escrow Agent shall hold the Escrow Fund
as provided in this Section 7.
(a) Upon receipt from First Mariner of written notification that all of
the conditions to Closing set forth in Article VI of the Purchase Agreement have
been satisfied, the Escrow Agent is hereby authorized to remit from the Escrow
Account to Sellers the Closing Payment, together with an amount equal to any
cash dividends paid on the shares of stock less the amount of interest earned
thereon relating to such Stock, by bank cashiers or certified check. The Escrow
Agent shall simultaneously remit from the Escrow Account to First Mariner the
Stock, as may be adjusted pursuant to Section VI of the Agreement.
(b) Upon written notification by First Mariner that it has terminated
the Purchase Agreement, the Escrow Agent is hereby authorized to remit the
Escrow Fund and any income, interest or other payments derived from the Escrow
Fund, to First Mariner and to return the Stock to Seller.
8. Duties and Rights of the Escrow Agent. The foregoing agreements and
obligations of the Escrow Agent are subject to the following provisions:
(a) The Escrow Agent shall have no duty with respect to the Escrow
Account other than to exercise due and reasonable care in acquiring, supervising
and delivering the same in accordance with the terms and conditions of this
Agreement. The Escrow Agent shall not be liable, except for its willful
misconduct and, except with respect to claims based upon its gross negligence or
willful misconduct that are successfully asserted against the Escrow Agent,
Sellers and First Mariner will indemnify and hold harmless the Escrow Agent from
and against any and all losses, liabilities, claims, actions, damages, and
expenses, including reasonable attorneys, fees and disbursements, arising out of
or in connection with this Agreement. Without limiting the foregoing, the Escrow
Agent shall in no event be liable in connection with its investment or
reinvestment of the Escrow Fund in good faith in accordance with this Agreement,
including any delays (not resulting from its willful misconduct) in the
investment or reinvestment of the Escrow Fund, or any loss of Interest incident
to any such delays.
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(b) If any disagreement or action arises between Sellers and First
Mariner resulting in adverse claims or demands being made in connection with
this Agreement, or if the Escrow Agent in good faith is unsure of the action it
should take hereunder, the Escrow Agent shall be entitled to hold, without duty
to invest, the Escrow Fund until the Escrow Agent receives (i) a final
non-appealable order of a court of competent jurisdiction directing delivery of
the Escrow Fund or (ii) a written agreement executed by Sellers and First
Mariner directing delivery of the Escrow Fund, in which the Escrow Agent shall
disburse the Escrow Fund in accordance with the order or agreement.
(c) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument, or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof The Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that any person purporting
to give any notice or receipt or advice or make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so.
(d) This Agreement sets forth all the duties of the Escrow Agent with
respect to any and all matters pertinent hereto. The Escrow Agent shall not be
bound by the provisions of any other agreement. The Escrow Agent shall not make,
be required to make, or be liable in any manner for its failure to make, any
determination under any agreement between Sellers and First Mariner, including
any determination whether Sellers or First Mariner have complied with any such
agreement or are entitled to payment or to any other right or remedy thereunder.
The Escrow Agent shall not be under any duty to give the Escrow Fund held by it
hereunder any greater degree of care than it gives its own similar property. The
Escrow Agent does not have any interest in the Escrow Fund but is serving as
escrow holder only.
(e) The Escrow Agent may resign by giving written notice to Sellers and
First Mariner no less than fifteen (15) business days prior to the date of its
resignation and no less than fifteen (15) business days prior to the Termination
Date. Sellers and First Mariner may jointly discharge the Escrow Agent by giving
a written notice of discharge no less than fifteen (15) business days prior to
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the Termination Date and upon payment of all unpaid fees and extraordinary
expenses of the Escrow Agent.
9. Notices. The parties agree that all notices given hereunder will be
in writing, served by registered or certified mail, return receipt requested,
postage prepaid, or by hand-delivery, to the parties at the following addresses:
If to First Mariner: First Mariner Bancorp
1801 South Clinton Street
Baltimore, Maryland 21224
Attention; Edwin F. Hale, Sr.
Chairman and Chief Executive Officer
with a copy to: Eugene A. Friedman, Esquire
First Mariner Bancorp
1801 South Clinton Street
Baltimore, Maryland 21224
If to Sellers: Ms. Ethel Webster
104 Pasadena Road
Pasadena, Maryland 21122
Mr. Neil C. Williams
826 Danza Road
Severn, Maryland 21144
with a copy to: Marvin Mandel, Esquire
Nine State Circle, Suite 302
Annapolis, Maryland 21401
If to Escrow Agent: Albert W. Woodfield, III
4729 Woodfield Road
Galesville, Maryland 20765-0298
10. Miscellaneous
(a) All notices, demands and requests required or permitted to be given
under the provisions of this Agreement shall be in writing and shall be deemed
to have been duly delivered and received (i) on the date of personal delivery or
confirmed facsimile transmission, or (ii) on the date of receipt (as shown on
the return receipt) if mailed by registered or certified mail, postage prepaid
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and return receipt requested, or if sent by reputable overnight delivery
service, in each case addressed to the parties at the address set forth in the
first Paragraph of this Agreement.
(b) Any provision of this Agreement that is determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provision hereof, and its
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable the same provision in any other jurisdiction. It is
expressly understood, however, that the parties hereto intend every provision of
this Agreement to be valid and enforceable and hereby knowingly waive all rights
to object to any provision of this Agreement.
(c) This Agreement and the Stock Purchase Agreement contains all the
terms agreed upon by the parties with respect to the subject matter hereof.
(d) This Agreement may be signed in any number of counterparts with the
same effect as if the signatures on all counterparts were upon the same
instrument.
(e) This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and assigns, and
shall not be enforceable by or inure to the benefit of any person or entity not
a signatory to this Agreement. No party may assign any of its rights or
obligations under this Agreement without the written consent of the other
parties. This Agreement shall be construed in accordance with and governed by
the internal law of the State of Maryland (without reference to its rules as to
conflicts of law).
(f) This Agreement may only be modified or terminated by a writing
signed by all the parties hereto, and no waiver hereunder shall be effective
unless embodied in a writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed in their respective names, all as of the date first
above written.
ATTEST: FIRST MARINER BANCORP
/s/ Eugene A. Friedman By: /s/ Edwin F. Hale, Sr. (SEAL)
- ------------------------- ------------------------------------
Eugene A. Friedman, Edwin F. Hale, Sr., Chairman
Secretary and Chief Executive Officer
6
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WITNESS: SELLER
/s/ Paul Dorsey By: /s/ Ethel D. Webster (SEAL)
- ------------------------ ---------------------------------
Paul Dorsey Ethel D. Webster
/s/ Paul Dorsey By: /s/ Neil C. Williams (SEAL)
- ------------------------ ---------------------------------
Paul Dorsey Neil C. Williams
ATTEST: ESCROW AGENT
/s/ Paul Dorsey By: /s/ Albert W. Woodfield, III (SEAL)
- ------------------------ ---------------------------------
Paul Dorsey Albert W. Woodfield, III
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EXHIBIT C
PRESS RELEASE
FIRST MARINER BANCORP ACQUIRES 19.5 PERCENT INTEREST
IN GLEN BURNIE BANCORP
Baltimore, Maryland (January 27, 1998) -- First Mariner Bancorp, parent
company of First Mariner Bank, today announced that it has entered into a stock
purchase agreemetn to acquire over 19% of the common stock of Glen Burnie
Bancorp, the parent company of the Bank of Glen Burnie.
The purchase of 207,101 shares of Glen Burnie Bancorp common stock from
Ethel D. Webster and 447 shares from Neil C. Williams is subject to regulatory
approval. Ethel D. Webster has been a long time shareholder of Glen Burnie
Bancorp and her father was an original founder of the bank. The Company will
file a Schedule 13D with the Securities and exchange Commission and the required
applications with State and Federal regulatory authorities. The purchase price
of approximately $4.5 million will be provided from existing cash reserves of
First Mariner Bancorp.
In addition the shares of stock previously owned by First Mariner
Bancorp, the purchase, upon the closing, will bring First Mariner's ownership to
approximately 19.5 percent of the shares outstanding of Glen Burnie Bancorp.
Regarding First Mariner's investment in Glen Burnie Bancorp, Edwin F.
Hale, Sr. said "We believe the Glen Burnie Bancorp can return to its historical
profitability and provide enhanced value to its shareholders." He continued,
"We are prepared to assist management in whatever form that takes."
First Mariner Bancorp is a bank holding company with $257 million in
assets. It operates through sixteen full-service branches located in Baltimore,
Harford and Anne Arundel Counties in Maryland, as well as Baltimore City. The
common stock of First Mariner Bancorp trades on the Nasdaq National Market under
the ticker symbol "FMAR".
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