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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-KSB
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 333-16011
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FIRST MARINER BANCORP
(Name of small business issuer in its charter)
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<S> <C>
MARYLAND 52-1834860
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
BALTIMORE, MARYLAND 21224
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number (410) 342-2600
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, par value $.05 per share
(Title of Class)
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Check whether the issuer(1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports,
and (2) has been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /
The issuer's revenues for its most recent year were $16,669,689.
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 20, 1998 was $50,208,603.
The number of shares outstanding of the registrant's common stock, as of
March 20, 1998, was 2,869,063 shares.
DOCUMENTS INCORPORATED BY REFERENCE
First Mariner Bancorp's definitive Proxy Statement dated April 10, 1998 for the
1998 annual meeting of shareholders--Part III.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: YES / / NO /X/
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[LETTERHEAD]
The Board of Directors
First Mariner Bancorp:
We have audited the accompanying consolidated statements of financial
condition of First Mariner Bancorp and subsidiary (the Company) as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of December 31, 1997 and 1996, and the results of their operations
and their cash flows for the years then ended, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Baltimore, MD
February 27, 1998
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST MARINER BANCORP
By:
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Edwin F. Hale Sr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Chairman and Chief
- ------------------------------------------- Executive Officer ,1998
Edwin F. Hale, Sr. (Principal Executive Officer)
Director, President and Chief
- ------------------------------------------- Operating Officer ,1998
Joseph A. Cicero
- ------------------------------------------- Director ,1998
George H. Mantakos
- ------------------------------------------- Controller (Principal ,1998
Kevin M. Healey Financial Officer)
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Barry B. Bondroff Director ,1998
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Rose M. Cernak Director ,1998
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Christopher P. D'Anna Director ,1998
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Bruce H. Hoffman Director ,1998
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Melvin S. Kabik Director ,1998
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R. Andrew Larkin Director ,1998
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Jay J.J. Matriccinai Director ,1998
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Dennis C. McCoy Director ,1998
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Walter L. McManus, Jr. Director ,1998
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James P. O'Conor Director ,1998
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John J. Oliver, Jr. Director ,1998
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Hanan Y. Sibel Director ,1998
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Leonard Stoler Director ,1998
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Governor William Donald Schaefer Director ,1998
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