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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 17, 1998
First Mariner Bancorp
(Exact name of registrant as specified in its charter)
Maryland 0-21815 52-1834860
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1801 S. Clinton Street
Baltimore, Maryland 21224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410/342-2600
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ITEM 5. OTHER EVENTS.
On November 17, 1998, First Mariner Bancorp (the "Company") sold to Glen
Burnie Bancorp ("GBB") all of the 213,169 shares of common stock of GBB held by
the Company, for a purchase price of $5,580,764. In addition, the Company and
GBB entered into an agreement pursuant to which, among other things, the parties
agreed to dismiss all pending litigation between them and the Company agreed not
to purchase GBB stock or attempt to influence GBB's affairs, directly or
indirectly, for a ten year period. GBB will pay the Company $675,000 as
consideration for this agreement, payable over five years. The Company issued
a press release describing the transaction, attached hereto as an exhibit. In
addition, the Company amended its Schedule 13D to reflect the reduction of
ownership of GBB shares to 0.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
99. Press release dated November 18, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST MARINER BANCORP
Date: November 20, 1998 By: /s/ Edwin F. Hale, Sr.
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Edwin F. Hale, Sr.
Chairman and Chief Executive Officer
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Exhibit 99
PRESS RELEASE
BALTIMORE, MARYLAND (November 18, 1998) -- First Mariner Bancorp, parent company
of First Mariner Bank, today announced that it has entered into an agreement
with Glen Burnie Bancorp whereby First Mariner will sell its 19.5% interest in
Glen Burnie common stock back to the company. Specifically, First Mariner sold
213,169 shares of Glen Burnie common stock for $5,580,764. First Mariner will
record a pre-tax gain of approximately $600,000 from this sale. First Mariner
also entered into a standstill agreement with Glen Burnie whereby First Mariner
agreed not to purchase any shares of Glen Burnie stock or attempt to influence
any of Glen Burnie's affairs for a ten year period. Glen Burnie will pay First
Mariner $675,000 over the next five years as consideration for the standstill
agreement and the dismissal of all pending litigation between the parties.
Edwin F. Hale, Sr., Chairman and Chief Executive Officer of First Mariner
Bancorp said, "This agreement is in the best interest of both First Mariner and
Glen Burnie. Further efforts to persuade Glen Burnie to merge with First
Mariner would not be in the best interest of our shareholders." Mr. Hale
continued, "This agreement allows First Mariner to focus its attention and
resources on continuing the rapid growth we have experienced over the past two
years. We intend on expanding our branch network by adding six new branch
locations in 1999 to the twenty-two we presently have."
First Mariner Bancorp is a bank holding company with $460 million in assets
at September 30, 1998. It operates through twenty-two full service branches
located in Baltimore, Harford, Talbot and Anne Arundel Counties in Maryland as
well as in Baltimore City. First Mariner went public in 1996, and its stock
trades on the NASDAQ National Market under the ticker symbol "FMAR."
Certain statements in this press release are forward looking and are identified
by the use of forward looking words or phrases such as "intends." These forward
looking statements are based on First Mariner's current expectations. To the
extent any of the information contained constitutes a "forward-looking"
statement within the meaning of the Private Securities Litigation Reform Act of
1995, such statements are modified by the risk factors and other cautionary
statements set forth in First Mariner's filings with the Securities and Exchange
Commission, which risk factors and statements identify factors that could cause
actual results to differ materially from those in the forward looking statement.
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For Information: Contact Kevin Healey at (410) 342-2600 (ext. 8120)
