UNITED STATES
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) October 19, 2004
FIRST MARINER BANCORP
(Exact name of Registrant as specified in Charter)
Maryland 000-21815 52-1834860
(State or other Jurisdiction (Commission File Number)(IRS Employer Identification
of incorporation) No.)
3301 Boston Street, Baltimore, MD 21224
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (410) 342-2600
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Not Applicable
(Former name or former address of Registrant, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement
Headquarters Purchase
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On October 20, 2004, First Mariner Bancorp (the "Company") entered into a
Purchase and Sale Agreement ("Agreement") with Canton Crossing, LLC and Hale
Canton, LLC, pursuant to which the Company will purchase the location of its
current headquarters located at 3301 Boston Street, Baltimore, Maryland (the
"Property").
The Agreement provides that the Company will acquire from Hale Canton, LLC all
of the membership interests in Canton Crossing II, LLC, which owns the Property.
The purchase price for the Property is $20,000,000. The purchase price will be
paid as follows: (i) the Company will assume the outstanding principal balance
of the existing loan on the Property of approximately $10,000,000, and (ii) the
Company will pay the difference between the outstanding principal balance on the
loan and the purchase price in cash.
The purchase price was based on two independent appraisals performed on behalf
of the Company, and the purchase was approved by the Company's Audit Committee
and the independent members of the Board of Directors. The closing of the
purchase is contingent upon the Company's successful assumption of the existing
$10,000,000 loan on the Property.
The Company and its subsidiaries occupy approximately 54,800 square feet of
office space and a 3,000 square foot retail banking branch. Approximately 21,200
square feet of space is leased to other office and retail tenants. The Property
consists of approximately 79,000 square feet of rentable space on approximately
two acres of land at the corner of Clinton Street and Boston Street.
A copy of the Agreement is being filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
Sale of Debentures and Capital Securities
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See the information reported in Item 2.03 of this Current Report on Form 8-K,
which is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
On October 19, 2004, the Registrant issued a press release reporting its
financial results for the period ended September 30, 2004. A copy of this press
release is being furnished as Exhibit 99.1 and is incorporated by reference into
Item 2.02.
The information in this Item 2.02 is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
Introduction
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On October 20 and 21, 2004, the Company entered into several agreements
providing for the private placement of Capital Securities by its newly formed
Delaware trust subsidiary, the Mariner Capital Trust VI (the "Trust") to Bear,
Stearns & Co. Inc. (the "Purchaser"). The sale of the Capital Securities to the
Purchaser for $10,000,000 was completed on October 21, 2004. The agreements
provide for the Trust to sell $310,000 of Common Securities to the Company,
which was completed on October 21, 2004. The Trust used the proceeds from the
sale of the Capital Securities to purchase Junior Subordinated Debentures
described below from the Company on October 21, 2004.
The Capital Securities have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements. This notice
does not constitute an offer to sell or the solicitation of an offer to buy the
Capital Securities.
The principal agreements into which the Company has entered in connection with
these transactions are briefly described below.
Purchase Agreement
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On October 20, 2004, the Company and the Trust entered into a Purchase Agreement
(the "Purchase Agreement") with the Purchaser. The Purchase Agreement provides
for the sale by the Trust of the Capital Securities to the Purchaser for a
purchase price of $10,000,000.
Indenture
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On October 21, 2004, the Company entered into an Indenture (the "Indenture")
with Wells Fargo Bank, National Association, as Trustee. The Indenture provides
for the issuance by the Company of Junior Subordinated Debentures due 2035 (the
"Debentures") aggregating $10,310,000 in principal amount, which Debentures were
issued on October 21, 2004. The Debentures bear
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interest at the three-month LIBOR rate plus 2.05%. Interest is payable on each
January 7, April 7, July 7 and October 7. The LIBOR rate, which adjusts every
three months, is currently 2.09% per annum.
Under the Indenture, the Company has the option, so long as it is not in default
under certain specified provisions of the Indenture, at any time and from time
to time, to defer the payment of interest on the Debentures for up to 20
consecutive quarterly interest payment periods.
The Debentures mature on January 7, 2035 and can be redeemed in whole or in part
by the Company, at its option, at 100% of their principal amount plus accrued
and unpaid interest at any time on or after January 7, 2010 (the fifth
anniversary of the first interest payment date). The Company may also redeem the
Debentures in full, at its option, at 100% of their principal amount and accrued
and unpaid interest upon the occurrence of certain changes in the tax treatment
or capital treatment of the Debentures, or a change in the law such that the
Trust would be considered an investment company.
Amended and Restated Declaration of Trust
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On October 21, 2004, the Company, as Sponsor, Wells Fargo Delaware Trust
Company, as Delaware Trustee, Wells Fargo Bank, National Association, as
Institutional Trustee, and Mark A. Keidel and Eugene A. Friedman, as
Administrators, entered into an Amended and Restated Declaration of Trust (the
"Trust Agreement"). Each of the Administrators is an officer of the Company.
The Trust Agreement provides for the issuance of Capital Securities and Common
Securities ("Common Securities"). The Capital Securities
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have an aggregate liquidation amount of $10,000,000, and the Common Securities
have an aggregate liquidation amount of $310,000.
On October 21, 2004, the Trust sold $310,000 of Common Securities to the Company
and $10,000,000 of Capital Securities to the Purchaser. The proceeds were used
by the Trust to purchase $10,310,000 of Debentures from the Company, which were
registered in the name of the Institutional Trustee on behalf of the Trust. The
sale of the $10,000,000 of Capital Securities authorized by the Trust Agreement
was made to the Purchaser pursuant to the terms of the Purchase Agreement.
Guarantee Agreement
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On October 21, 2004, the Company, as Guarantor, entered into a Guarantee
Agreement with Wells Fargo Bank, National Association, as Guarantee Trustee, for
the benefit of the holders from time to time of the Capital Securities. Pursuant
to the Guarantee Agreement, the Company unconditionally agreed to pay the
holders of the Capital Securities (to the extent not paid by or on behalf of the
Trust, and without duplication), amounts due and payable under the Capital
Securities, to the extent that the Trust has funds available for such payment at
the time. The Company's obligations under the Guarantee Agreement are
subordinate and junior in right of payment to all of the Company's Senior
Indebtedness as defined in the Indenture.
Forward-Looking Statements
--------------------------
Items 1.01 and 2.03 of this Current Report contain forward-looking statements
that involve risks and uncertainties, such as statements of the Company's plans
and expectations regarding efficiencies resulting from new programs and
expansion activities, the building acquisition, revenue growth, anticipated
expenses, and other unknown outcomes. The Company's actual results could differ
materially from management's expectations. Factors that could contribute to
those differences include, but are not limited to, changes in regulations
applicable to the Company's business, successful implementation of the Company's
branch expansion strategy, its concentration in real estate lending, increased
competition, changes in technology, particularly internet banking, impact of
interest rates, a decline in real estate values, possibility of economic
recession or slow down (which could impact credit quality, adequacy of loan loss
reserve and loan growth) and control by and dependency on key personnel,
particularly Edwin F. Hale, Sr., Chairman of the Board of Directors and CEO of
the Company.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
4 Indenture.
Pursuant to Regulation S-K Item 601(b) (4) (iii), the
Registrant agrees to furnish a copy of the Indenture to
the Securities and Exchange Commission upon request.
10.1 Purchase and Sale A greement dated September 20, 2004
(filed herewith)
99.1 Press release dated October 19, 2004 (furnished herewith)
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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: October 22, 2004 By: /s/Joseph A. Cicero
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Joseph A. Cicero
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4 Indentures.
Pursuant to Regulation S-K Item 601(b)(4)(iii), the Registrant
agrees to furnish a copy of the Indentures to the Securities
and Exchange Commission upon request
10.1 Purchase Agreement dated October 20, 2004 (filed herewith)
99.1 Press release dated October 19, 2004 (furnished herewith)