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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-5127
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Mercantile Bankshares Corporation
---------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0898572
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Two Hopkins Plaza, P. O. Box 1477, Baltimore, Maryland 21203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 237-5900
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
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------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($2 par value)
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(Title of class)
Stock Purchase Rights
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ]
- --------------------------------------------------------------------------------
At February 28, 2002, the aggregate market value of shares of Common
Stock held by non-affiliates of Registrant (including fiduciary accounts
administered by affiliates) was $3,058,888,939 based on the last sale price on
the Nasdaq National Market on February 28, 2002.
As of February 28, 2002, 69,821,706 shares of common stock were
outstanding.
Documents Incorporated by Reference: Parts I, II and IV - Portions of
-----------------------------------
Registrant's Annual Report to Stockholders for year ended December 31, 2001, as
indicated, Part III - Definitive Proxy Statement of Registrant filed with the
Securities and Exchange Commission under Regulation 14A.
1
PART I
ITEM 1. BUSINESS
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General
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Mercantile Bankshares Corporation was incorporated under the laws of
Maryland on May 27, 1969. It is a bank holding company registered under the Bank
Holding Company Act of 1956. Mercantile Bankshares Corporation is referred to in
this report as "Mercshares" or "Registrant."
Mercshares directly owns all of the outstanding stock of 21 Affiliated
Banks and directly or indirectly owns all of the outstanding stock of certain
other Affiliates. For purposes of segment reporting, two operating components
have been identified. They are (1) the lead bank, Mercantile-Safe Deposit and
Trust Company (including its Banking Division and its Investment Management and
Trust Division), and (2) twenty Community Banks. The entities making up each
component are identified below, with headquarters locations.
Lead Bank and Affiliates
------------------------
Mercantile-Safe Deposit and Trust Company Baltimore, Maryland
Mercantile Mortgage Corporation
Hopkins Plaza Agency, Inc.
MBC Leasing Corp.
Mercantile Capital Advisors, Inc.
Hopkins Plaza Securities, Inc.
MBC Agency, Inc.
Mercantile Life Insurance Company
Community Banks
---------------
The Annapolis Banking and Trust Company Annapolis, Maryland
Bank of Southern Maryland LaPlata, Maryland
Calvert Bank and Trust Company Prince Frederick, Maryland
The Chestertown Bank of Maryland Chestertown, Maryland
The Citizens National Bank Laurel, Maryland
County Banking & Trust Company Elkton, Maryland
The Fidelity Bank Frostburg, Maryland
The First National Bank of St. Mary's Leonardtown, Maryland
The Forest Hill State Bank Bel Air, Maryland
Fredericktown Bank & Trust Company Frederick, Maryland
Peninsula Bank Princess Anne, Maryland
2
The Peoples Bank of Maryland Denton, Maryland
Potomac Valley Bank Gaithersburg, Maryland
St. Michaels Bank St. Michaels, Maryland
The Sparks State Bank Sparks, Maryland
Westminster Union Bank Westminster, Maryland
Baltimore Trust Company Selbyville, Delaware
Farmers & Merchants Bank - Eastern Shore Onley, Virginia
The National Bank of Fredericksburg Fredericksburg, Virginia
Marshall National Bank and Trust Company Marshall, Virginia
Subject to receipt of required regulatory approvals, it is intended that
the Sparks State Bank be merged into Mercantile-Safe Deposit and Trust Company
in the second quarter of 2002.
For certain financial, personnel and office location information concerning
the companies listed above, see pages 53 to 59 of the Registrant's Annual Report
to Stockholders for the year ended December 31, 2001, which information is
incorporated by reference herein.
Mercshares periodically reviews and considers possible acquisitions of
banks and other entities performing related activities and discusses such
possible acquisitions with managements of the subject companies, and such
acquisitions, which may be material, may be made from time to time. Acquisitions
are normally subject to regulatory approval.
Operations
----------
Mercantile-Safe Deposit and Trust Company and the Community Banks are
engaged in a general commercial and retail banking business with normal banking
services, including acceptance of demand, savings and time deposits and the
making of various types of loans. Mercantile-Safe Deposit and Trust Company
offers a full range of personal trust services, investment management services
and (for corporate and institutional customers), investment advisory, financial
and other services. As of December 31, 2001, assets under the investment
supervision of the Investment Management and Trust Division (including
Mercantile Capital Advisors, Inc.) had an estimated value of $14.7 billion,
assets held in its personal and corporate custody accounts had an estimated
3
value of $24 billion and assets held in escrow accounts had an estimated value
of $3.5 million.
Mercantile Mortgage Corporation conducts a general mortgage lending
business, serving commercial and residential customers in Maryland and
contiguous areas. The company makes loans for land acquisition, development and
construction of single and multifamily housing, in addition to home mortgage
loans.
Hopkins Plaza Agency, Inc. acts as agent in the sale of fixed rate
annuities, and MBC Leasing Corp. provides tax oriented and finance leases of
equipment.
Hopkins Plaza Securities, Inc. is a broker-dealer that facilitates
purchases of shares of the M.S.D.&T. family of mutual funds by bank customers.
MBC Agency, Inc., provides, under group policies, credit life insurance in
connection with extensions of credit by Affiliated Banks. Mercantile Life
Insurance Company reinsures the insurance provided by MBC Agency, Inc.
MBC Realty, LLC owns and operates various properties used by
Mercantile-Safe Deposit and Trust Company.
For segment reporting information, see the following portions of the
Registrant's Annual Report to Stockholders for the year ended December 31, 2001,
which information is incorporated by reference herein: Note 15 of Notes to
Financial Statements on page 44 of the Annual Report, and information under the
caption "Segment Reporting" on page 13 of the Annual Report.
4
Statistical Information
-----------------------
The statistical information required in this Item 1 is incorporated by
reference to the information appearing in Registrant's Annual Report to
Stockholders for the year ended December 31, 2001, as follows:
Disclosure Required by Guide 3 Reference to 2001 Annual Report
- ------------------------------ --------------------------------
(I) Distribution of Assets,
Liabilities and Stockholder
Equity; Interest Rates and
Interest Differentials ...................Analysis of Interest Rates and
Interest Differentials (page 8)
...................Rate/Volume Analysis (page 10)
...................Non-performing Assets (pages 18-19)
(II) Investment Portfolio ...................Bond Investment Portfolio (page 14)
(III) Loan Portfolio ...................Year-End Loan Data (page 49)
...................Loan Maturity Schedule (page 20)
...................Asset/Liability and Liquidity
Management (pages 21-23)
...................Non-performing Assets (pages 18-19)
(IV) Summary of Loan Loss
Experience ...................Allowance for Loan Losses
(pages 16-18)
and Credit Risk Analysis (page 16)
...................Allocation of Allowance for Loan
Losses (page 17)
(V) Deposits ...................Analysis of Interest Rates and
Interest Differentials (page 8)
...................Notes to Financial Statements,
Note 5 - Deposits (page 35)
(VI) Return on Equity
and Assets ...................Return on Equity and Assets (page 51)
(VII) Short-Term Borrowings ...................Notes to Financial Statements,
Note 6 (page 36)
5
Employees
---------
At December 31, 2001, Mercshares and its Affiliates had approximately
811 officers and 2,138 other employees. Of these, Mercantile-Safe Deposit and
Trust Company employed 443 officers and 630 other employees and the Community
Banks had 365 officers and 1,488 other employees.
Competition
-----------
The banking business, in all of its phases, is highly competitive.
Within their service areas, Mercantile-Safe Deposit and Trust Company and the
Community Banks compete with commercial banks (including local banks and
branches or affiliates of other larger banks), savings and loan associations and
credit unions for loans and deposits, and with insurance companies and other
financial institutions for various types of loans. There is also competition for
commercial and retail banking business from banks and financial institutions
located outside our service areas. Interstate banking is now an established part
of the competitive environment.
Mercshares is the largest independent bank holding company
headquartered in Maryland. Mercantile-Safe Deposit and Trust Company is the
eighth largest commercial bank in the state. During 2001, Mercshares also
competed with Maryland-based bank subsidiaries of the second, third, eleventh
and sixteenth largest bank holding companies in the United States as well as
banking subsidiaries of other non-Maryland bank holding companies. Measured in
terms of assets under investment supervision, Mercantile-Safe Deposit and Trust
Company believes it is one of the largest trust institutions in the southeastern
United States. Mercantile-Safe Deposit and Trust Company competes for various
classes of fiduciary and investment advisory business with other banks and trust
companies, insurance companies, investment counseling firms, mutual funds and
others.
6
Mercantile Mortgage Corporation is one of many competitors in its area of
activity. MBC Agency, Inc. is limited to providing credit life, health and
accident insurance in connection with credit extended by the Affiliated Banks.
Hopkins Plaza Agency, Inc. and MBC Leasing Corp. commenced business in 1996 and
are small competitors in their areas of activity.
The 20 Community Banks ranged in asset size from $48 million to $748
million, at December 31, 2001. They face competition in their own local service
areas as well as from the larger competitors mentioned above.
The enactment of recent federal legislation governing the financial
services industry, discussed below, may have the effect of increasing
competition among banks and other financial institutions.
Supervision and Regulation
--------------------------
Mercshares
- ----------
Mercshares, as a registered bank holding company, is subject to regulation
and examination by the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956 (the "Act") and is required to file with
the Board of Governors quarterly and annual reports and such additional
information as the Board of Governors may require pursuant to the Act. With
various exceptions, Mercshares is prohibited from acquiring direct or indirect
ownership or control of more than 5% of any class of the voting shares of any
company which is not a bank or bank holding company and from engaging in any
business other than that of banking or of managing or controlling banks or of
furnishing services to, or performing services for, its Affiliated Banks. The
Act and Regulations promulgated under the Act require prior approval of the
Board of Governors of the Federal Reserve System of the acquisition by
Mercshares of more than 5% of any class of the voting shares of any additional
bank.
7
Further, under Section 106 of the 1970 Amendments to the Act and the
Board's Regulations, bank subsidiaries of bank holding companies are limited in
engaging in certain tie-in arrangements with bank holding companies and their
non-bank subsidiaries in connection with any extension of credit or provision of
any property or services, subject to various exceptions.
The Act, generally, has restricted activities of bank holding companies
and their subsidiaries to banking, and the business of managing and controlling
banks, and to other activities which have been determined by the Board of
Governors of the Federal Reserve System to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. Mercshares has
also been subject to certain restrictions with respect to engaging in the
securities business.
It is Federal Reserve Policy that a bank holding company should serve
as a source of financial and managerial strength for and commit resources to
support each of its subsidiary banks even in circumstances in which it might not
do so (or may not legally be required or financially able to do so) absent such
a policy.
Changes in control of Mercshares and its Affiliated Banks are regulated
under the Bank Holding Company Act of 1956, the Change in Bank Control Act of
1978 and various state laws.
Gramm-Leach-Bliley Act
- ----------------------
The enactment in November, 1999 of the Gramm-Leach-Bliley Act ("GLB
Act"), represents the culmination of years of effort to repeal the provisions in
the Banking Act of 1933 (generally known as "Glass Steagall") and restrictions
in the Bank Holding Company Act of 1956 that, respectively, limited affiliations
among, and overlapping business activities in, the banking, securities and
insurance industries. Broadly speaking, through the establishment of a
regulatory structure that permits a bank holding company to elect "financial
holding company" status, the GLB Act will permit, within a
8
holding company system, a full range of banking, securities and insurance
activities, including securities and insurance underwriting, as well as, with
certain restrictions, merchant banking activities. The election is only
available to bank holding companies whose bank and thrift subsidiaries are well
capitalized, well managed, and have satisfactory Community Reinvestment Act
ratings. With exceptions for insurance underwriting, merchant banking and real
estate investment and development, the GLB Act would also permit comparable
expansion of national bank activities by banks meeting similar criteria,
together with certain additional firewall and other requirements, through
"financial subsidiaries" of national banks. Similarly, as a matter of Federal
law, but still subject to State law, the GLB Act greatly expands the potential
financial activities of subsidiaries of State banks.
If Mercshares were to elect financial holding company status under the GLB
Act, it would be permitted to engage in the full range of securities and
insurance activities authorized by the GLB Act, including securities and
insurance underwriting, as well as certain permitted merchant banking
activities.
The GLB Act is also intended to ensure that banking activities are
regulated by bank regulators, securities activities are regulated by securities
law regulators, and insurance activities are regulated by insurance regulators.
In other words, it is intended to incorporate a system of functional regulation,
although it retains the role of the Federal Reserve Board as the umbrella
supervisor for holding companies. Consequently, various securities activities of
banks will become subject to regulation by the Securities and Exchange
Commission when the Commission fully implements that authority.
With respect to the functional regulation goal of the GLB Act, various
provisions are causing or will cause banks to "push out" those securities
activities that have now become subject to Securities and Exchange Commission
regulation into separate securities subsidiaries or affiliates. Defined
9
traditional banking activities, which include most of Mercantile-Safe Deposit
and Trust Company's current Investment Management and Trust Division activities
should not trigger Securities and Exchange Commission regulation or the
so-called "push-out" process. However, Mercantile-Safe Deposit and Trust Company
has formed two new subsidiaries to engage in securities activities. Mercantile
Capital Advisors, Inc. has registered with the SEC as an investment adviser to
serve the M.S.D.&T. family of mutual funds and certain other institutional
accounts. Hopkins Plaza Securities, Inc. has registered with the SEC as a
broker-dealer to facilitate the purchase of shares of these mutual funds by bank
customers and certain other potential activities.
Provisions of the GLB Act require and anticipate extensive new regulations,
many of which have already been promulgated or proposed.
It is not yet clear whether the GLB Act and the implementation of
functional regulation will have a material effect on the operations of
Mercshares and its affiliates.
Affiliated Banks
- ----------------
All Affiliated Banks, with the exception of The Citizens National Bank,
Baltimore Trust Company, Farmers & Merchants Bank - Eastern Shore, The First
National Bank of St. Mary's, The National Bank of Fredericksburg and Marshall
National Bank and Trust Company are Maryland banks, subject to the banking laws
of Maryland and to regulation by the Commissioner of Financial Regulation of
Maryland, who is required by statute to make at least one examination in each
calendar year (or at 18-month intervals if the Commissioner determines that an
examination is unnecessary in a particular calendar year). Their deposits are
insured by, and they are subject to certain provisions of Federal law and
regulations and examination by, the Federal Deposit Insurance Corporation.
In addition, The Annapolis Banking and Trust Company, The Forest Hill State
Bank and St. Michaels Bank are members of the Federal Reserve System, and are
thereby subject to regulation by the Board of Governors of that System.
10
The Citizens National Bank, The First National Bank of St. Mary's, The
National Bank of Fredericksburg and Marshall National Bank and Trust Company are
national banks subject to regulation and regular examination by the Comptroller
of the Currency in addition to regulation and examination by the Board of
Governors of the Federal Reserve System and the Federal Deposit Insurance
Corporation, which insures their deposits.
Farmers & Merchants Bank - Eastern Shore is a Virginia bank, subject to
the banking laws of Virginia and to regulation by its State Corporation
Commission, which is required by statute to make at least one examination in
every three year period. Its deposits are insured by, and it is subject to
certain provisions of Federal law and regulation and examination by, the Federal
Deposit Insurance Corporation.
Baltimore Trust Company is a Delaware bank, subject to the banking laws
of Delaware and to regulation by the Delaware State Bank Commissioner, who is
required by statute to make periodic examinations. Its deposits are insured by,
and it is subject to certain provisions of Federal law and regulation and
examination by the Federal Deposit Insurance Corporation.
Mercshares and its Affiliates are subject to the provisions of Section
23A of the Federal Reserve Act which limit the amount of loans or extensions of
credit to, and investments in, Mercshares and its nonbanking Affiliates by the
Affiliated Banks, and Section 23B of the Federal Reserve Act which requires that
transactions between the Affiliated Banks and Mercshares and its nonbanking
Affiliates be on terms and under circumstances that are substantially the same
as with non-affiliates. Under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, there are circumstances under which Affiliated Banks
could be responsible to the Federal Deposit Insurance Corporation for losses
incurred by it with respect to other Affiliated Banks.
11
Other Affiliates
- ----------------
As affiliates of Mercshares, the nonbanking Affiliates are subject to
examination by the Board of Governors of the Federal Reserve System and, as
affiliates of the Affiliated Banks, they are subject to examination by the
Federal Deposit Insurance Corporation and the Commissioner of Financial
Regulation of Maryland. In addition, MBC Agency, Inc., Mercantile Life Insurance
Company and Hopkins Plaza Agency, Inc. are subject to licensing and regulation
by state insurance authorities. Mercantile Capital Advisors, Inc. and Hopkins
Plaza Securities, Inc. are subject to regulation by the SEC and state securities
law authorities, and Hopkins Plaza Securities, Inc. is also subject to
regulation by the National Association of Securities Dealers, Inc.
Effects of Monetary Policy
--------------------------
All commercial banking operations are affected by the Federal Reserve
System's conduct of monetary policy and its policies change from time to time
based on changing circumstances. A function of the Federal Reserve System is to
regulate the national supply of bank credit in order to achieve economic results
deemed appropriate by its Board of Governors, including efforts to combat
unemployment, recession or inflationary pressures. Among the instruments of
monetary policy used to implement these objectives are open market operations in
the purchase and sale of U.S. Government securities, changes in the discount
rate charged on bank borrowings and changes in reserve requirements against bank
deposits. These means are used in varying combinations to influence the general
level of interest rates and the general availability of credit. More
specifically, actions by the Board of Governors of the Federal Reserve influence
the levels of interest rates paid on deposits and other bank funding sources and
charged on bank loans as well as the level of availability of bank funds with
which loans and investments can be made.
12
Cautionary Statement
--------------------
This Annual Report on Form 10-K contains forward-looking statements
within the meaning of and pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. A forward-looking statement
encompasses any estimate, prediction, opinion or statement of belief contained
in this report, and the underlying management assumptions. Examples are
statements concerning possible acquisitions, competitive conditions, effects of
monetary policy, and the potential impact of legislation. A similar cautionary
statement, concerning the content of the Registrant's Annual Report to
Stockholders for the year ended December 31, 2001, is contained in that Report.
With respect to effects of monetary policy, the monetary policies of
bank regulatory and other authorities have affected the operating results of
commercial banks in the past and are expected to continue to do so in the
future. In view of changing conditions in the national economy, in the money
markets, and in the relationships of international currencies, as well as the
effect of legislation and of actions by monetary and fiscal authorities, no
prediction can be made as to possible future changes in interest rates, deposit
levels, loan demand, or the business and earnings of the Affiliated Banks.
ITEM 2. PROPERTIES
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The main offices of Mercshares and Mercantile-Safe Deposit and Trust
Company are located in a 21-story building at Hopkins Plaza in Baltimore
owned by MBC Realty, LLC, a wholly owned subsidiary of Mercshares. At December
31, 2001, these offices occupied approximately 159,000 square feet (together
with about 11,000 square feet leased in a nearby building). At December 31,
2001, Mercantile-Safe Deposit and Trust Company also occupied approximately
132,000 square feet of leased space in a building located in Linthicum,
Maryland, in which its operations and certain other departments are located, and
a 7,000 square foot call center facility in Federalsburg, Maryland. The
Linthicum and Federalsburg properties are owned by MBC Realty, LLC. Of the 18
banking and
13
bank-related offices occupied by Mercantile-Safe Deposit and Trust Company, four
are owned in fee, six are owned subject to ground leases and eight are leased
with aggregate annual rentals of approximately $1,473,000, not including rentals
for the main office and adjacent premises owned by MBC Realty, LLC.
Of the 170 banking offices of the Community Banks, 94 are owned in fee,
20 are owned subject to ground leases and 56 are leased, with aggregate annual
rentals of approximately $4,085,000 as of December 31, 2001.
ITEM 3. LEGAL PROCEEDINGS
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There was no matter which is required to be disclosed in this Item 3
pursuant to the instructions contained in the form for this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
No matter was submitted during the fourth quarter of the fiscal year
covered by this Report to a vote of security holders which is required to be
disclosed pursuant to the instructions contained in the form for this Report.
SPECIAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
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The Executive Officers of Registrant are:
Name Position Age
- -------------------- --------------------------------- ---
Edward J. Kelly, III President and Chief 48
Executive Officer
Wallace Mathai-Davis Chairman, Investment and 57
Wealth Management
J. Marshall Reid (1) President and Chief 56
Operating Officer (Mercantile-
Safe Deposit and Trust Company)
Jack E. Steil Executive Vice President. 55
Chairman - Credit Policy
(Mercantile-Safe Deposit
and Trust Company)
Alan D. Yarbro General Counsel and Secretary 60
Terry L. Troupe Chief Financial Officer and 54
Treasurer
Robert W. Johnson Senior Vice President 59
O. James Talbott, II Senior Vice President 58
- ---------------------
(1) Mr. Reid is an officer of Mercantile-Safe Deposit and Trust Company. He is
included above as an executive officer because he participates in policy-making
functions concerning Mercshares.
14
No family relationships, as defined by the Rules and Regulations of the
Securities and Exchange Commission, exist among any of the Executive Officers.
All officers are elected annually by the Board of Directors and hold
office at the pleasure of the Board.
Effective March 1, 2001, Mr. Kelly became President and Chief Executive
of Mercshares and Chairman of the Board and Chief Executive Officer of
Mercantile-Safe Deposit and Trust Company. Mr. Kelly served as Managing
Director, Head of Global Financial Institutions, and as Co-Head of Investment
Banking Client Management of J. P. Morgan, Chase & Co. during January, 2001.
Prior thereto, during the past five years, he was a Managing Director of J. P.
Morgan & Co. Incorporated and held the following additional positions with that
Company: Head, Global Financial Institutions from February, 2000 through
December, 2000; Co-Head, Global Financial Institutions and Head, Latin America
Investment Banking from December, 1997 through February, 2000; Member, Global
Investment Banking Committee from December, 1997 through December, 2000; and
Co-Head, Financial Institutions (Americas) from February, 1996 through December,
1997.
Mr. Mathai-Davis was elected Chairman, Investment and Wealth Management
of Mercshares and Mercantile-Safe Deposit and Trust Company on February 5, 2002.
Prior thereto he was Chief Operating Officer, Chief Financial Officer and
Corporate Secretary of OFFITBANK, a private bank offering integrated investment
services.
Mr. Reid was elected President and Chief Operating Officer of
Mercantile-Safe Deposit and Trust Company in September, 1997. He joined
Mercantile-Safe Deposit and Trust Company as a Senior Vice President in 1993 and
served as an Executive Vice President from 1994 until September, 1997.
Mr. Steil was elected Chairman - Credit Policy of Mercantile-Safe
Deposit and Trust Company in September, 1997. He had previously served
Mercantile-Safe Deposit and Trust Company as an Executive Vice President since
1994, and as
15
Senior Vice President from 1988 to 1994. In March, 1999, Mr. Steil was elected
an Executive Vice President of Mercshares.
Mr. Yarbro has been General Counsel of Mercshares and Mercantile-Safe
Deposit and Trust Company since April, 1996 and was elected Secretary of both
companies in June, 1996. His prior employment was as a partner of Venable,
Baetjer and Howard, LLP, where he practiced law for 29 years.
Mr. Troupe has been Chief Financial Officer of Mercshares and
Mercantile-Safe Deposit and Trust Company, and Treasurer of Mercshares, since
September, 1996. He was Vice President and Chief Financial Officer of IREX
Corporation, a specialty mechanical insulation contractor and distributor, from
May, 1993 to May, 1996. Prior thereto, Mr. Troupe was Vice Chairman of Meridian
Bancorp, Inc.
Mr. Johnson has been Senior Vice President of Mercshares since
1989. He has been a Vice President of Mercantile-Safe Deposit and Trust Company
since 1982.
Mr. Talbott has been a Senior Vice President of Mercshares since
1989. He has been a Vice President of Mercantile-Safe Deposit and Trust Company
since 1977.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ------- -------------------------------------------------------------
MATTERS
-------
Information required by this Item 5 is incorporated by reference to the
information appearing under the captions "Dividends" and "Recent Common Stock
Prices" on pages 24 and 25 of the Registrant's Annual Report to Stockholders for
the year ended December 31, 2001.
The following information is given in response to Item 701 of
Regulation S-K. In December, 2001, one director of Mercshares received an
aggregate of 363 shares of Mercshares common stock, at fair market value, in
lieu of a cash retainer fee, under the Mercshares Retainer Stock Plan for Non
Employee Directors. The shares issuable under the Plan have not been registered
under the Securities Act of 1933 in reliance on Release 33-6188 (1980) and
Release 33-6281 (1981). The only potential Plan participants are outside
directors, currently 14 in number. Mercshares common stock is actively traded on
the Nasdaq National Market. The maximum number of shares (450,000) issuable over
ten years under the Plan is less than 1% of the total shares outstanding.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
The information required by this Item 6 is incorporated by reference
to the information appearing under the caption "Five Year Selected Financial
Data" on page 49 of the Registrant's Annual Report to Stockholders for the year
ended December 31, 2001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATION
--------------------
The information required by this Item 7 is incorporated by reference to
the information appearing under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 6 to 25 of
the Registrant's Annual Report to Stockholders for the year ended December 31,
2001.
17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------- ----------------------------------------------------------
The information required by this Item 7A is incorporated by reference
to the information appearing under the captions "Asset/Liability and Liquidity
Management", "Interest Rate Sensitivity Analysis" and "Earnings Simulation Model
Projections" on pages 21-23 of the Registrant's Annual Report to Stockholders
for the year ended December 31, 2001.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The information required by this Item 8 and the report of the
independent accountants thereon are incorporated by reference to pages 26 to 48
of the Registrant's Annual Report to Stockholders for the year ended December
31, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There was no matter which is required to be disclosed in this Item 9
pursuant to the instructions contained in the form for this Report.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
The information required by this Item 10 with respect to the Executive
Officers of Registrant appears in Part I of this Report.
The remaining information required by this Item 10 is incorporated by
reference to the definitive proxy statement of Registrant contemporaneously
filed with the Securities and Exchange Commission under Regulation 14A.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
The information required by this Item 11 is incorporated by reference
to the definitive proxy statement of Registrant contemporaneously filed with the
Securities and Exchange Commission under Regulation 14A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
18
The information required by this Item 12 is incorporated by reference
to the definitive proxy statement of Registrant contemporaneously filed with the
Securities and Exchange Commission under Regulation 14A.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The information required by this Item 13 is incorporated by reference
to the definitive proxy statement of Registrant contemporaneously filed with the
Securities and Exchange Commission under Regulation 14A.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) The following documents are filed as part of this report, except as
indicated.
(1) (2) The financial statements and schedules filed herewith or
incorporated by reference are listed in the accompanying Index to
Financial Statements.
(3) Exhibits filed herewith or incorporated by reference herein are
set forth in the following table prepared in accordance with Item 601
of Regulation S-K.
Exhibit Table
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(3) Charter and by-laws
A. (1) Articles of Incorporation effective May
27, 1969 (Incorporated by reference to
Registrant's Registration Statement on Form
S-1, No. 2-39545, Exhibit 3-A(1)).
(2) Articles of Amendment effective June 6, 1969
(Incorporated by reference to Registrant's
Registration Statement on Form S-1, No.
2-39545, Exhibit 3-A)(2)).
(3) Articles Supplementary effective August 28,
1970 (Incorporated by reference to
Registrant's Registration Statement on Form
S-1, No. 2-39545, Exhibit 3-A)(3)).
19
(4) Articles of Amendment effective December 14,
1970 (Incorporated by reference to
Registrant's Registration Statement on Form
S-1, No. 2-39545, Exhibit 3-A(4)).
(5) Articles Supplementary effective May 10,
1971 (Incorporated by reference to
Registrant's Registration Statement on Form
S-1, No. 2-39545, Exhibit 3-A(5)).
(6) Articles Supplementary effective July 30,
1971 (Incorporated by reference to
Registrant's Registration Statement on Form
S-1, No. 2-41379, Exhibit 3-A(6)).
(7) Articles of Amendment effective May 8, 1986
(Incorporated by reference to Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1993, Exhibit 3-A(7),
Commission File No. 0-5127).
(8) Articles of Amendment effective April 27,
1988 (Incorporated by reference to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, Exhibit
3-A(8), Commission File No. 0-5127).
(9) Articles Supplementary effective September
13, 1989 (Incorporated by reference to
Registrant's Form 8-K filed September 27,
1989, Exhibit B attached to Exhibit 4-A,
Commission File No. 0-5127).
(10) Articles Supplementary effective January 3,
1990 (Incorporated by reference to
Registrant's Form 8-K filed January 9, 1990,
Exhibit B attached to Exhibit 4-A,
Commission File No. 0-5127).
(11) Articles of Amendment effective April 26,
1990 (Incorporated by reference to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990, Exhibit
3-A(11), Commission File No. 0-5127).
(12) Articles of Amendment effective April 30,
1997 (Incorporated by reference to
Registrant's Registration Statement on Form
S-4, No. 333-43651, Exhibit 3(i)(L)).
(13) Articles Supplementary effective June 9,
1999 (Incorporated by reference to
Registrant's Registration Statement on Form
S-8, No. 333-90307, Exhibit 4.1.M).
(14) Articles Supplementary effective September
30, 1999 (Incorporated by reference to
Registrant's Registration Statement on Form
S-8, No. 333-90307, Exhibit 4.1.N).
B. By-Laws of the Registrant, as amended to date
(Incorporated by reference to Registrant's
Registration Statement on Form S-8, File No.
333-90307, Exhibit 4.2 and, for amendments
20
adopted February 2, 2001, to Form 8-K of
Registrant filed February 13, 2001, Exhibit
3 B, Commission File No. 0-5127).
(4) Instruments defining the rights of security holders,
including indentures, Charter and by-laws: See Item
14(a)(3) above.
A. Rights Agreement dated as of June 8, 1999
between Registrant and the Rights Agent,
including Form of Rights Certificate and
Articles Supplementary (Incorporated by
reference to Form 8-K of Registrant filed
June 11, 1999, Exhibit 4, Commission File
No. 0-5127, and to Form 8-A of Registrant
filed June 11, 1999, Exhibits 1, 2 and 3,
Commission File No. 0-5127).
B. Amendment No. 1 to Registrant's
Registration Statement on Form 8-B,
amending description of securities
previously filed (Incorporated by
reference to Form 8 of Registrant filed
December 20, 1991, Commission File No.
0-5127).
(10) Material contracts
A. Mercantile Bankshares Corporation and
Affiliates Annual Incentive Compensation
Plan, as amended through March 10, 1998
(Incorporated by reference to Registrant's
Annual Report on From 10-K for the year
ended December 31, 1997, Exhibit 10 A,
Commission File No. 0-5127).
B. Dividend Reinvestment and Stock Purchase
Plan of Mercantile Bankshares Corporation
(Incorporated by reference to the Plan text
included in Registrant's Registration
Statement on Form S-3, No. 33-44376).
C. Deferred Compensation Agreement,
including supplemental pension and thrift
plan arrangements, dated September 30,
1982, between Mercantile-Safe Deposit and
Trust Company and H. Furlong Baldwin, as
amended by Agreements dated as of October
24, 1983, March 13, 1984, January 1, 1987,
December 8, 1987 and January 1, 1989
(Incorporated by reference to Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1989, Exhibit 10 E,
Commission File No. 0-5127), as amended
by Agreement dated February 1, 1997
(Incorporated by reference to Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1996, Exhibit 10 D,
Commission File No. 0-5127), as amended by
Agreement dated February 22, 2001
(Incorporated by reference to Registrant's
Annual Report
21
on Form 10-K for the year ended December 31,
2000, Exhibit 10 D, Commission File No.
0-5127).
D. Mercantile Bankshares Corporation and
Participating Affiliates Unfunded Deferred
Compensation Plan for Directors, as amended
through January 1, 1984 (Incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1989, Exhibit 10 G, Commission File No.
0-5127), as amended and restated by amendment
effective December 31, 1995 (Incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1995, Exhibit 10 F, Commission File No.
0-5127).
E. Mercantile Bankshares Corporation Employee
Stock Purchase Dividend Reinvestment Plan
dated February 13, 1995 (Incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1994, Exhibit 10 I, Commission File No.
0-5127).
F. Mercantile Bankshares Corporation (1989)
Omnibus Stock Plan (Incorporated by reference
to Registrant's Quarterly Report on Form 10-Q
for the period ended September 30, 1997,
Exhibit 10 K, Commission File No. 0-5127).
G. Mercantile Bankshares Corporation 1999
Omnibus Stock Plan (Incorporated by
reference to Registrant's Registration
Statement on Form S-8, No. 333-90307, Exhibit
4.4).
H. Mercantile Bankshares Corporation and
Participating Affiliates Supplemental Cash
Balance Executive Retirement Plan, dated April
27, 1994, effective January 1, 1994
(Incorporated by reference to Registrant's
Annual Report on Form 10-K for year ended
December 31, 1994, Exhibit 10 R, Commission
File No. 0-5127).
I. Mercantile Bankshares Corporation and
Participating Affiliates Supplemental 401(k)
Executive Retirement Plan, dated December 13,
1994, effective January 1, 1995 (Incorporated
by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1994, Exhibit 10 S, Commission File No.
0-5127).
J. Mercantile Bankshares Corporation Option
Agreement with H. Furlong Baldwin (dated
August 22, 1995), with respect to 120,000
shares after a stock dividend paid in 1997,
and as to
22
which the Net Operating Income is that of Mercantile-Safe Deposit and
Trust Company (Incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995, Exhibit 10 Q,
Commission File No. 0-5127).
K. Mercantile Bankshares Corporation Retainer Stock Plan For Non-Employee
Directors dated March 12, 1996 (Incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, Exhibit 10 R, Commission File No. 0-5127).
L. Executive Severance Agreement, dated as of April 24, 1996, between
Mercantile Bankshares Corporation and Alan D. Yarbro (Incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 1996, Exhibit 10 T, Commission File No. 0-5127).
M. Mercantile Bankshares Corporation Option Agreement with
Alan D. Yarbro, dated April 26, 1996 (Incorporated by reference to
Registrant's Quarterly Report for the period ended June 30, 1996,
Exhibit 10 U, Commission File No. 0-5127).
N. Mercantile Bankshares Corporation Option Agreement with
J. Marshall Reid, dated August 21, 1995 (Incorporated by reference to
Registrant's Annual Report of Form 10-K for the year ended
December 31, 1998, Exhibit 10 R, Commission File No. 0-5127).
O. Mercantile Bankshares Corporation Option Agreement with Jack E. Steil,
dated August 21, 1995 (Incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998,
Exhibit 10 S, Commission File No. 0-5127).
P. Mercantile Bankshares Corporation Option Agreement with
Terry L. Troupe, dated September 10, 1996 (Incorporated by reference
to Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, Exhibit 10 S, Commission File No. 0-5127).
Q. Agreement dated February 2, 2001, among Mercantile Bankshares
Corporation, Mercantile-Safe Deposit and Trust Company and H. Furlong
Baldwin (Incorporated by reference to Form 8-K of Registrant filed
February 13, 2001, Exhibit 10 T, Commission File No. 0-5127).
23
R. Executive Employment Agreement dated February 2, 2001, among
Mercantile Bankshares Corporation, Mercantile-Safe Deposit and Trust
Company and Edward J. Kelly, III (Incorporated by reference to Form
8-K of Registrant filed February 13, 2001, Exhibit 10 U, Commission
File No. 0-5127), as amended by Agreement effective February 21, 2002
(filed herewith).
S. Executive Severance Agreement dated February 2, 2001, among Mercantile
Bankshares Corporation, Mercantile-Safe Deposit and Trust Company and
Edward J. Kelly, III (Incorporated by reference to Form 8-K of
Registrant filed February 13, 2001, Exhibit 10 V, Commission File No.
0-5127), as amended by Agreement effective February 21, 2002 (filed
herewith).
T. Supplemental Retirement Agreement dated February 2, 2001, among
Mercantile Bankshares Corporation, Mercantile-Safe Deposit and Trust
Company and Edward J. Kelly, III (Incorporated by reference to Form
8-K of Registrant filed February 13, 2001, Exhibit 10 W, Commission
File No. 0-5127).
U. Mercantile Bankshares Corporation Option Agreement with
Edward J. Kelly, III, dated March 2, 2001 (Incorporated by reference
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, Exhibit 10 X, Commission File No. 0-5127).
V. Schedule and Form of Mercantile Bankshares Corporation Option
Agreements entered into in 2000 with J. Marshall Reid (40,000 shares),
Jack E. Steil (40,000 shares), Alan D. Yarbro (25,000 shares) and
Terry L. Troupe (20,000 shares) (Incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, Exhibit 10 Y, Commission File No. 0-5127).
W. Executive Employment Agreement effective February 1, 2002, among
Mercantile Bankshares Corporation, Mercantile-Safe Deposit and Trust
Company and Wallace Mathai-Davis (filed herewith).
X. Executive Severance Agreement effective February 1, 2002, among
Mercantile Bankshares Corporation, Mercantile-Safe Deposit and Trust
Company and Wallace Mathai-Davis (filed herewith).
24
(13) Annual Report to security holders for the year ended
December 31, 2001 (filed herewith).
(21) Subsidiaries of the Registrant (filed herewith).
Information as to subsidiaries of the Registrant (filed
herewith).
(23) Consent
Consent of Independent Accountants (filed herewith).
(24) Power of Attorney
Power of Attorney dated March 12, 2002 (filed herewith).
(b) Reports on Form 8-K
Form 8-K filed on October 9, 2001, Item 5.
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INDEX TO FINANCIAL STATEMENTS
The Report of Independent Accountants as pertaining to the Consolidated
Financial Statements of Mercantile Bankshares Corporation and Affiliates and
related notes is incorporated by reference to page 26 of the Registrant's
Annual Report to Stockholders for the year ended December 31, 2001.
Consolidated Financial Statements and related notes are incorporated by
reference to the Registrant's Annual Report to Stockholders for the year
ended December 31, 2001, and may be found on the pages of said Report as
indicated in parentheses:
Consolidated Balance Sheets, December 31, 2001 and 2000 (page 27)
Statement of Consolidated Income for the years ended December 31, 2001,
2000, and 1999 (page 28)
Statement of Consolidated Cash Flows for the years ended December 31, 2001,
2000 and 1999 (page 29)
Statement of Changes in Consolidated Stockholders' Equity for the years
ended December 31, 2001, 2000 and 1999 (page 30)
Notes to Consolidated Financial Statements (pages 31 to 48)
Supplementary Data:
Quarterly Results of Operations are incorporated by reference to the
information appearing under the caption "Quarterly Results of Operations"
on page 45 of the Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 2001.
Financial Statement Schedules are omitted because of the absence of the
conditions under which they are required or because the information called
for is included in the Consolidated Financial Statements or notes thereto.
26
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MERCANTILE BANKSHARES CORPORATION
By: /S/ Edward J. Kelly, III March 22, 2002
--------------------------------------------------
Edward J. Kelly, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities 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:
Principal Executive Officer
/S/ Edward J. Kelly, III March 22, 2002
- ---------------------------------------------------
Edward J. Kelly, III
President and Chief Executive Officer
Principal Financial Officer
/S/ Terry L. Troupe March 22, 2002
- ---------------------------------------------------
Terry L. Troupe
Chief Financial Officer
Principal Accounting Officer
/S/ Diana Nelson March 22, 2002
- ---------------------------------------------------
Diana Nelson
Controller
A majority of the Board of Directors:
Clayton S. Rose, Richard O. Berndt, Darrell D. Friedman, Freeman A. Hrabowski,
Cynthia A. Archer, Morton B. Plant, Christian H. Poindexter, George L. Bunting,
Jr., Edward J. Kelly, III, H. Furlong Baldwin, Wallace Mathai-Davis, Donald J.
Shephard, William R. Brody.
By: /S/ Edward J. Kelly, III March 22, 2002
----------------------------------------------
Edward J. Kelly, III
For Himself and as Attorney-in-Fact
27