<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-31005
REGISTRATION NO. 333-31005-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
ML BANCORP, INC. ML CAPITAL TRUST I
(Exact name of Registrant (Exact name of Registrant
as specified in its charter) as specified in its trust agreement)
PENNSYLVANIA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
--------- ---------
6712 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
23-2752439 23-7904234
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
----------------------------
TWO ALDWYN CENTER
LANCASTER AVENUE & ROUTE 320
VILLANOVA, PENNSYLVANIA 19085
(610) 526-6482
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
----------------------------
DENNIS S. MARLO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ML BANCORP, INC.
TWO ALDWYN CENTER
LANCASTER AVENUE & ROUTE 320
VILLANOVA, PENNSYLVANIA 19085
(610) 526-6482
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
COPIES TO:
<TABLE>
<S> <C>
GERARD L. HAWKINS, ESQ. WAYNE J. RAPOZO, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
734 15TH STREET, N.W. 919 THIRD AVENUE
WASHINGTON, D.C. 20005 NEW YORK, NEW YORK 10022-3897
</TABLE>
----------------------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
----------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Business Corporation Law of the Commonwealth of
Pennsylvania, Article 9 of the Registrant's Articles of Incorporation provide
as follows:
ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS.
A. PERSONAL LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director except to the extent
that by law a director's liability for monetary damages may not be limited.
B. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in the
right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under
Pennsylvania law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an
officer, director, employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
E. INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 9.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board
of Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its officers, directors, employees and agents for
the purpose of securing or insuring in any manner its obligation to indemnify
or advance expenses provided for in this Article 9.
II-1
<PAGE> 3
G. MODIFICATION. The duties of the Corporation to indemnify and
to advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the action, suit or proceeding is authorized, either before
or after its commencement, by the affirmative vote of a majority of the
directors in office.
In addition, the Corporation carries a liability insurance policy for
its officers and directors.
Under the Declaration of Trust of ML Capital Trust I, the Corporation
has agreed to indemnify each of the Trustees of the Trust, and to hold each
Trustee harmless against any loss, damage, claim, liability or expense incurred
without negligence or bad faith on its part, arising out of, or in connection
with, the acceptance or administration of the Declaration of Trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
under the Trust.
II-2
<PAGE> 4
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Indenture of the Corporation relating to the Junior
Subordinated Debentures(1)
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of ML Capital Trust I*
4.4 Amended and Restated Declaration of Trust of ML Capital Trust
I(1)
4.5 Form of New Capital Security Certificate for ML Capital Trust
I*
4.6 Form of New Guarantee of the Corporation relating to the New
Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P.
as to legality of the New Junior Subordinated Debentures and
the New Guarantee to be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
legality of the New Capital Securities to be issued by ML
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Declaration of Trust of ML Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of New
Capital Securities of ML Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
</TABLE>
- --------------------
* Previously filed.
(1) Incorporated by reference from the Corporation's Annual Report on Form
10-K for the year ended March 31, 1997 filed with the Commission on June 30,
1997.
ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of a Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Each of the undersigned Registrants hereby also undertakes:
II-3
<PAGE> 5
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by a Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of each undersigned Registrant pursuant to the provisions, or
otherwise, each Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by each undersigned Registrant of expenses incurred or paid by a
director, officer of controlling person of each Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, each Registrant will, unless in the opinion of its counsel the
matter has been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
Each of the undersigned Registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired or involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ML
Bancorp, Inc. certifies that it has reasonable grounds that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Villanova, Commonwealth of Pennsylvania on the 23rd
day of July 1997.
ML BANCORP, INC.
By: /s/Dennis S. Marlo
-------------------------------------
Dennis S. Marlo
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/Dennis S. Marlo Date: July 23, 1997
-------------------------------
Dennis S. Marlo
President, Chief Executive
Officer and Director
(principal executive officer)
/s/Brian M. Hartline* Date: July 23, 1997
-------------------------------
Brian M. Hartline
Secretary, Treasurer and
Chief Financial Officer
(principal financial and
accounting officer)
/s/John R. Eppinger* Date: July 23, 1997
-------------------------------
John R. Eppinger
Chairman of the Board
/s/David B. Hastings* Date: July 23, 1997
-------------------------------
David B. Hastings
Director
-------------------------------
John J. Leahy
Director
II-5
<PAGE> 7
-------------------------------
Henry M. Luedecke
Director
/s/Allan Woolford* Date: July 23, 1997
-------------------------------
Allan Woolford
Director
----------------------
* By Dennis S. Marlo, attorney-in-fact.
II-6
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, ML Capital
Trust I certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Villanova, Commonwealth of Pennsylvania, on the 23rd
day of July 1997.
ML CAPITAL TRUST I
By: /s/Dennis S. Marlo
------------------------------
Dennis S. Marlo
Administrative Trustee
By: /s/Brian M. Harline
------------------------------
Brian M. Hartline
Administrative Trustee
By: /s/William J. Glinski
------------------------------
William J. Glinski
Administrative Trustee
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Indenture of the Corporation relating to the Junior
Subordinated Debentures(1)
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of ML Capital Trust I*
4.4 Amended and Restated Declaration of Trust of ML Capital Trust
I(1)
4.5 Form of New Capital Security Certificate for ML Capital Trust
I*
4.6 Form of New Guarantee of the Corporation relating to the New
Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P.
as to legality of the New Junior Subordinated Debentures and
the New Guarantee to be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
legality of the New Capital Securities to be issued by ML
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Declaration of Trust of ML Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of New
Capital Securities of ML Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
</TABLE>
- -----------
* Previously filed.
(1) Incorporated by reference from the Corporation's Annual Report on Form
10-K for the year ended March 31, 1997 filed with the Commission on June 30,
1997.
<PAGE> 1
EXHIBIT 5.1
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
July 23, 1997
Board of Directors
ML Bancorp, Inc.
Two Aldwyn Center
Lancaster Avenue & Route 28
Villanova, Pennsylvania 19085
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of $50,000,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures (the "Debt Securities") of ML
Bancorp, Inc., a Pennsylvania corporation (the "Corporation"), $50,000,000
aggregate liquidation amount of Capital Securities (the "Capital Securities")
of ML Capital Trust I, a business trust created under the laws of the State of
Delaware (the "Issuer"), and the Guarantee with respect to the Capital
Securities (the "Guarantee") to be executed and delivered by the Corporation
for the benefit of the holders from time to time of the Capital Securities, we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, when:
(i) the Registration Statement relating to the Debt
Securities, the Capital Securities and the Guarantee has become
effective under the Act;
(ii) the Guarantee Agreement relating to the Guarantee
with respect to the Capital Securities of the Issuer has been duly
executed and delivered;
(iii) the Debt Securities have been duly executed and
authenticated in accordance with the Indenture and issued and
delivered as contemplated in the Registration Statement; and
(iv) the Capital Securities have been duly executed in
accordance with the Amended and Restated Declaration of Trust of the
Issuer and issued and delivered as contemplated in the Registration
Statement,
the Debt Securities and the Guarantee relating to the Capital Securities of the
Issuer will constitute valid and legally binding obligations of the
Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the laws of the Commonwealth of
Pennsylvania, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
<PAGE> 2
Board of Directors
July 23, 1997
Page 2
We understand that you have received an opinion regarding the Capital
Securities from Skadden, Arps, Slate, Meagher & Flom LLP, special Delaware
counsel for the Corporation and the Issuer. We are expressing no opinion with
respect to the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained
from public officials, officers of the Corporation and other sources believed
by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of New Securities" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/Gerard L. Hawkins
-------------------------------
Gerard L. Hawkins, a Partner
<PAGE> 1
Exhibit 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE RODNEY SQUARE
WILMINGTON, DELAWARE 19899-0636
----
TEL: (302) 651-3001
FAX: (302) 651-3005
July 23, 1997
ML Capital Trust I
ML Bancorp, Inc.
c/o ML Bancorp, Inc.
Two Aldwyn Center
Lancaster Avenue & Route 320
Villanova, Pennsylvania 19085
Ladies and Gentlemen:
We have acted as special counsel to ML Bancorp, Inc., a
Pennsylvania bank holding company (the "Corporation"), and ML Capital Trust I, a
business trust formed under the Business Trust Act of the State of Delaware
(Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Sections 3801 et. seq.)
(the "Trust"), in connection with the preparation of the Registration Statement
on Form S-4 (as amended, the "Registration Statement"), an amendment to which is
to be filed by the Corporation and the Trust with the Securities and Exchange
Commission (the "Commission") on the date hereof. The Registration Statement
relates to the registration under the Securities Act of 1933, as amended (the
"Act"), of $50,000,000 aggregate liquidation amount of 9.875% Series B Capital
Securities (the "Capital Securities") in connection with a proposed exchange
offer (the "Exchange Offer").
The Capital Securities are to be issued pursuant to the Amended
and Restated Declaration of Trust of the Trust, dated as of March 10, 1997 (the
"Declaration"), among the administrative trustees named therein, The Bank of New
York, as property trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware trustee, and the Corporation, as sponsor.
<PAGE> 2
ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
Page 2
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement, dated as of March 10, 1997 (the "Registration Rights Agreement"),
among the Corporation, the Trust, Sandler O'Neill & Partners, L.P. and Janney
Montgomery Scott Inc.; (iii) the form of the Capital Securities and a specimen
certificate thereof; (iv) the Certificate of Trust of the Trust filed with the
Secretary of State of the State of Delaware on March 3, 1997; and (v) the
Declaration. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which we did
not independently establish or verify, we have relied upon oral or written
statements and representations of officers, trustees and other representatives
of the Corporation, the Trust and others.
<PAGE> 3
ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
Page 3
Members of our firm are admitted to the Bar of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Capital Securities have been duly authorized for issuance by
the Trust, and when (i) the Registration Statement becomes effective and the
Declaration has been qualified under the Trust Indenture Act of 1939, as
amended, and (ii) the Capital Securities are duly executed, authenticated and
issued in accordance with the Declaration and delivered and issued in the
Exchange Offer as contemplated by the Registration Rights Agreement and the
Registration Statement, the Capital Securities will represent, subject to the
qualifications set forth in paragraph 2 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
2. The holders of the Capital Securities will be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We bring to your attention, however, that the holders of the
Capital Securities may be obligated, pursuant to the Declaration, to (i) provide
indemnity and/or security in connection with, and pay taxes or governmental
charges arising from, transfers of Capital Securities and the issuance of
replacement Capital Securities and (ii) provide security and indemnity in
connection with requests of or directions to the Property Trustee to exercise
its rights and powers under the Declaration.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Validity of New Securities" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of
<PAGE> 4
ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
Page 4
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE> 1
EXHIBIT 8
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
July 23, 1997
Board of Directors
ML Bancorp, Inc.
Two Aldwyn Center
Lancaster Avenue & Route 28
Villanova, Pennsylvania 19085
Gentlemen:
As special federal tax counsel to ML Capital Trust I (the "Issuer")
and ML Bancorp, Inc. in connection with the exchange offer by the Issuer of
$50,000,000 of its 9.875% Capital Securities pursuant to the prospectus (the
"Prospectus") contained in the Registration Statement for the Exchange Offer,
and assuming (i) the holder of the Common Securities of the Issuer will have
"substantial assets" (other than the Common Securities) within the meaning of
Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative documents
described in the Prospectus will be performed in accordance with the terms
described therein, we hereby confirm to you our opinion as set forth under the
heading "Certain Federal Income Tax Consequences" in the Prospectus, subject to
the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/Gerard L. Hawkins
-------------------------------
Gerard L. Hawkins, a Partner
