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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST MARINER BANCORP
MARINER CAPITAL TRUST
(Exact names of registrants as specified in their charters)
Maryland 52-1948980
Delaware Applied for
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1801 South Clinton Street
Baltimore, Maryland 21224
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. / /
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates:
Registration Nos. 333-53789 and 333-53789-01
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
__% Preferred Securities of Mariner Capital Trust, Liquidation Amount
$10.00 per Security
__% Junior Subordinated Debentures of First Mariner Bancorp
Guarantee of First Mariner Bancorp of certain obligations under the
Preferred Securities
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The information relating to the Registrants' securities required by
Item 202 of Regulation S-K is hereby incorporated by reference to the
information presented under the captions "Description of Preferred
Securities," "Description of Junior Subordinated Debentures," "Description of
Guarantee" and "Relationship Among the Preferred Securities, the Junior
Subordinated Debentures and the Guarantee" in the Registrants' Registration
Statement on Form S-1 (Registration No. 333-53789 and 333-53789-01) filed
with the Commission on May 28, 1998 (the "Form S-1"). This Registration
Statement on Form 8-A shall be deemed to incorporate by reference the
description of the Registrants' securities contained in any prospectus
subsequently filed by the Registrants pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
Item 2. Exhibits
4.1 Form of Junior Subordinated Indenture (incorporated by reference to
Exhibit 4.1 to the Form S-1).
4.2 Form of Amended and Restated Trust Agreement (incorporated by reference
to Exhibit 4.2 of the Form S-1).
4.3 Form of Guarantee by First Mariner Bancorp (incorporated by reference
to Exhibit 4.3 to the Form S-1).
4.4 Form of Preferred Security of Mariner Capital Trust (included as an
exhibit to Exhibit 4.2)
4.5 Form of Junior Subordinated Debenture of First Mariner Bancorp
(included as an exhibit to Exhibit 4.1)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto duly
authorized.
MARINER CAPITAL TRUST
By: FIRST MARINER BANCORP, as Depositor
Date: June 16, 1998 By: /s/ Joseph A. Cicero
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Joseph A. Cicero, President
FIRST MARINER BANCORP
Date: June 16, 1998 By: /s/ Joseph A. Cicero
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Joseph A. Cicero, President
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