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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the transition period from
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Commission file number: 0-21815
FIRST MARINER BANCORP
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(Exact name of registrant as specified in its charter)
Maryland 52-1834860
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(State of Incorporation) (I.R.S. Employer Identification Number)
1801 South Clinton Street, Baltimore, Md 21224 410-342-2600
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(Address of principal executive offices) (Zip Code) (Telephone Number)
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)
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 in response
to Item 405 of Regulation S-K is not contained herein, and disclosure 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. / /
The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 25, 1999 was
$29,550,000.
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The number of shares of common stock outstanding as of March 25, 1999
was 3,166,813 shares.
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1
FIRST MARINER BANCORP
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Documents Incorporated By Reference
Portions of First Mariner Bancorp's definitive Proxy Statement to be
filed with the Commission no later than 120 days after the close of the fiscal
year--Part III. First Mariner Bancorp's Annual report of Stockholders--Parts
II, IV.
Annual Report on Form 10-K
December 31, 1998
Table of Contents
PART I
Page
----
Item 1 Business 3
Item 2 Properties 11
Item 3 Legal Proceedings 12
Item 4 Submission of Matters to a Vote of Security Holders 12
PART II
Item 5 Market for Common Stock and Related Stockholder Matters 13
Item 6 Selected Financial Data 13
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 7A Quantitative and Qualitative Disclosures About Market Risk 14
Item 8 Financial Statements and Supplementary Data 14
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 14
PART III
Item 10 Directors and Executive Officers of the Registrant 15
Item 11 Executive Compensation 15
Item 12 Security Ownership of Certain Beneficial Owners and Management 15
Item 13 Certain Relationships and Related Transactions 15
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K 15
2
FORWARD-LOOKING STATEMENTS
Part I and Part II of this Annual Report on Form 10-K contain
forward-looking statements that involve risks and uncertainties, such as
statements of the Company's plans and expectations, and unknown outcomes
including statements regarding growth strategies, new banking services, the year
2000 issue, and payment of dividends. 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, the federal government,
changes in tax policies, changes in interest rates, deposit flow, the cost of
funds, demand for loan products and financial services, changes in the Company's
competitive position, changes in the quality or composition of loan and
investment portfolios, and the ability of the Company to manage growth, and are
described further in Exhibit 99 to this Form 10-K.
PART I
ITEM I BUSINESS
GENERAL
First Mariner Bancorp (the "Company") is a bank holding company formed in
Maryland in 1994 under the name MarylandsBank Corp. The business of the Company
is conducted through its wholly-owned subsidiary First Mariner Bank (the
"Bank"), whose deposits are insured by the Federal Deposit Insurance Corporation
("FDIC'). The Bank, which is headquartered in Baltimore City, serves the central
region of the State of Maryland through 24 full service branches and 37
Automated Teller Machines ("ATMs"). At December 31, 1998, the Company had total
assets of $497,487,000. The Company and its subsidiaries had approximately 290
full time and part time employees as of December 31, 1998.
The Bank is an independent community bank engaged in the general commercial
banking business with particular emphasis on the needs of individuals and small
to mid-sized businesses. The Bank emphasizes personal attention and professional
service to its customers while delivering a range of traditional and
contemporary financial products and performing many of the essential banking
services offered by its larger competitors. The Bank offers its customers access
to local bank officers who are empowered to act with flexibility to meet
customers' needs in order to foster and develop long-term loan and deposit
relationships. The Bank offers residential lending services through its wholly
owned subsidiary, First Mariner Mortgage Corporation ("FMMC").
The Company's executive offices are located at 1801 South Clinton Street,
Baltimore, Maryland 21224 and its telephone number is (410) 342-2600.
BACKGROUND AND HISTORY
In early 1994, an investment group led by George H. Mantakos (the "Mantakos
Group"), the President of the Bank, acquired Farmers Bank, FSB, a federal
savings bank ("Farmers"), which operated two banks, one in Baltimore City and
one in Baltimore County. In July, 1994, the Mantakos Group also acquired a
controlling interest in Garibaldi Federal Savings Bank ("Garibaldi"), which
operated a thrift in nearby Baltimore County. In late 1994 Garibaldi changed its
name to MarylandsBank, FSB. In May, 1995, in a series of transactions, Farmers
and MarylandsBank, FSB were merged and became a wholly-owned subsidiary of the
Company, which changed its name to "First Mariner Bancorp."
In late 1994, the Company began negotiations with Edwin F. Hale, Sr. to
obtain an infusion of capital. These negotiations led to the transactions
described above and to the private offering by the Company of 500,000 shares of
its common stock at $10 per share, for an aggregate of $5,000,000. In connection
with that offering the Company issued warrants to purchase in the aggregate an
additional 416,664 shares at an exercise price of $10 per share. In this
offering, Mr. Hale purchased 300,000 shares for $3,000,000 and received warrants
to purchase an additional 300,000 shares. Mr. Hale was then elected as Chairman
and Chief Executive Officer of the Company, and Mr. Mantakos continued as
President of the Bank.
In August 1995, the Company issued an additional 500,000 shares of
its common stock in another private placement at $10 per share for $5,000,000 in
the aggregate. In connection with that offering, the Company issued warrants to
purchase in the aggregate an additional 206,659 shares at $10 per share. In this
offering, Mr. Hale purchased 60,000 shares for $600,000 and received warrants to
purchase an additional 60,000 shares. Mr. Hale subsequently purchased an
additional 31,687 shares and warrants to purchase an additional 21,672 shares in
privately negotiated transactions.
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Following Mr. Hale's election as Chairman and Chief Executive Officer, the
Company assembled a Board of Directors of well-known business and civic leaders
who have strong ties to the Company's market area and are committed to the
growth and success of the Company. Mr. Hale also recruited members of management
from other successful local financial institutions with knowledge of the local
market and experience in extending credit to small to mid-sized businesses. The
Company then embarked upon a business strategy and capitalization plan to
provide management with the tools used to optimize the market opportunities
created as a result of the consolidation of the banking industry. In December
1996, the Company sold 1,540,000 shares of common stock in an initial public
offering, raising its stockholders' equity by $15,249,000. In January 1997, the
Company sold an additional 231,000 shares of common stock as a result of the
over allotment of shares in the initial public stock offering raising
stockholders' equity an additional $2,344,000. During the year ended December
31, 1997, options and warrants were exercised for an additional 15,730 shares
increasing stockholders' equity by $143,000. During the year ended December 31,
1998, options and warrants were exercised for an additional 30,094 shares
increasing stockholders' equity by $275,000. In May 1998, a 10% stock dividend
was declared for stockholders on record and all share amounts are adjusted for
that stock dividend.
MARKET AREA AND MARKET STRATEGY
The Bank's core market is central Maryland, which consists primarily of
Baltimore City, Baltimore County, Harford County, Talbot County and Anne Arundel
County. This area contains a high concentration of population and businesses and
the local governments are committed to business development in the region. The
Company believes that its market area is economically stable and is largely
middle-class with a median family income of $44,000.
As an independent Maryland-based community bank, the Bank is engaged in the
general commercial banking business with particular emphasis on the needs of
individuals and small to mid-sized business. The Bank emphasizes personal
attention and professional service to its customers while delivering a range of
traditional and contemporary financial products and performing many of the
essential banking services offered by its larger competitors. The Bank offers
its customers access to local bank officers who are empowered to act with
flexibility to meet customers' needs in order to foster and develop long-term
loan and deposit relationships. The Company believes that individuals and
businesses in its market area are dissatisfied with the large out-of-state
banking institutions which have acquired local banks. Management believes that
the Bank has a window of opportunity to establish business ties with customers
who have been displaced by the consolidations and who are anxious to forge
banking relationships with locally owned and managed institutions. These
consolidations also benefit the Bank by making available experienced and
entrepreneurial managers from larger financial institutions and acquisition
opportunities from the remaining small independent banks in the Company's market
area.
GROWTH STRATEGIES
The Company's continuing strategy is to capture market share and build a
community franchise for its shareholders, customers and employees. To do so, the
Company intends to:
- Expand its existing network of traditional branches and ATMs to
ultimately operate a contiguous delivery system to accommodate
customers' needs for a continuum of essential banking services;
- Continue to attract highly experienced, entrepreneurial managers and
staff with in-depth knowledge of the Bank's customers and target
market;
- Acquire financial institutions or branches which offer compatible
products, marketing opportunities, potential cost savings or economies
of scale;
- Establish nontraditional joint ventures with retail establishments such
as Mars Super Market and other retail entities that have high traffic
patterns; and
- Invest in new products and technology.
To implement the strategy to create nontraditional joint ventures with
retail establishments the Bank has opened 7 full service branches and installed
14 ATMs in Mars Super Markets, a local supermarket chain ("Mars"), and may
increase its presence in such stores in the future. Mars currently operates 15
markets, all of which are in the Bank's market area. Christopher R. D'Anna, vice
president of Mars is a director of the Company.
The Company intends to expand its branch network through acquisitions,
generally of small and mid-sized banks or bank branches that are strategically
placed within the market area. Management expects that future
4
acquisitions will be able to enhance profitability due to economies of scale or
market synergies. Potential candidates will be screened on the basis of
compatibility, location and size and quality of deposits and loans.
BANKING SERVICES
COMMERCIAL BANKING. The Bank focuses its commercial loan originations on
small and mid-sized business (generally up to $20 million in annual sales) and
such loans are usually accompanied by significant related deposits. Commercial
loan products include residential and commercial real estate construction loans;
working capital loans and lines of credit; demand, term and time loans; and
equipment, inventory and accounts receivable financing. The Bank offers a range
of cash management services and deposit products to its commercial customers.
Computerized banking is currently available to the Bank's commercial customers.
RETAIL BANKING. The Bank's retail banking activities emphasize consumer
deposit and checking accounts. An extensive range of these services is offered
by the Bank to meet the varied needs of its customers from young persons to
senior citizens including "Absolutely Free Checking." The Bank's services
include alternatives to bank accounts, such as mutual funds and annuities.
Consumer loan products offered by the Bank include home equity lines of credit,
fixed rate second mortgages, new and used auto loans, new and used boat loans,
overdraft protection, unsecured personal credit lines and the debit card.
MORTGAGE BANKING. The Bank's mortgage banking business is structured to
provide a source of fee income largely from the process of originating product
for sale on the secondary market. Mortgage banking capabilities include FHA/VA
origination; conventional and nonconforming mortgage underwriting; and
construction and permanent financing. The Bank intends to improve its
competitive position in this market by streamlining the mortgage underwriting
process through the introduction of advanced technology.
COMMUNITY REINVESTMENT ACT. The Bank has a strong commitment to its
responsibilities under the Community Reinvestment Act and actively searches for
opportunities to meet the development needs of all members of the community it
serves, including persons of low to moderate income in a manner consistent with
safe and sound banking practices. The Bank currently fulfills this commitment by
participating in loan programs sponsored or guaranteed by the SBA, FHA, VA,
Maryland Industrial Development Financing Authority, and the Settlement Expense
Loan Program.
LENDING ACTIVITIES
LOAN PORTFOLIO COMPOSITION. At December 31, 1998, the Bank's loan portfolio
totaled $242.7 million representing approximately 48.8% of its total assets of
$497.5 million. The following table sets forth the Bank's loans by major
categories as of December 31, 1998:
(Dollars in thousands) Amount Percentage
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Commercial $ 55,792 23.0%
Real Estate Construction-Consumer 17,706 7.3%
Real Estate Development and Construction 39,305 16.2%
Real Estate Mortgage:
Residential 63,371 26.1%
Commercial 46,193 19.0%
Consumer 20,358 8.4%
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Total Loans $242,725 100.0%
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COMMERCIAL LOANS. The Bank originates secured and unsecured loans for
business purposes. Less than one percent of these loans are unsecured. Loans are
made to provide working capital to businesses in the form of lines of credit
which may be secured by real estate, accounts receivable, inventory, equipment
or other assets. The financial condition and cash flow of commercial borrowers
are closely monitored by the submission of corporate financial statements,
personal financial statements and income tax returns. The frequency of
submissions of required financial information depends on the size and complexity
of the credit and the collateral which secures the loan. It is the Bank's
general policy to obtain personal guarantees from the principals of the
commercial loan borrowers.
5
REAL ESTATE DEVELOPMENT AND CONSTRUCTION LOANS. The real estate development
and construction loan portfolio consisted of the following as of December 31,
1998:
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(Dollars in thousands) Amount Percentage
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Commercial Construction $25,626 65.2%
Commercial Acquisition and Construction 1,569 4.0%
Commercial Land Acquisition 1,602 4.1%
Residential Builders Construction 4,863 12.4%
Residential Builders Acquisition and Development 3,775 9.6%
Residential Builders Acquisition, Development and Construction 1,870 4.7%
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Total Real Estate - Development and Construction $39,305 100.0%
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The Bank provides interim real estate acquisition, development and
construction loans to builders, developers, and persons who will ultimately
occupy the single family dwellings. Real estate development and construction
loans to provide interim financing on the property are generally made for 80% or
less of the appraised value of the property. Real estate development and
construction loan funds are disbursed periodically at pre-specified stages of
completion. Interest rates on these loans are generally adjustable. The Bank
carefully monitors these loans with on-site inspections and control of
disbursements.
Loans to individuals for the construction of their primary residences are
typically secured by the property under construction, frequently include
additional collateral (such as second mortgage on the borrower's present home),
and commonly have maturities of nine to twelve months.
Loans to residential builders are for the construction of residential homes
for which a binding sales contract exists and the prospective buyers have been
pre-qualified for permanent mortgage financing. Development loans are made only
to developers with a proven track record. Generally, these loans are extended
only when the borrower provides evidence that the lots under development will be
sold to builders satisfactory to the Bank.
Development and construction loans are secured by the properties under
development or construction and personal guarantees are typically obtained.
Further, to assure that reliance is not placed solely in the value of the
underlying property, the Bank considers the financial condition and reputation
of the borrower and any guarantors, the amount of the borrowers' equity in the
project, independent appraisals, costs estimates and pre-construction sale
information.
RESIDENTIAL REAL ESTATE MORTGAGE LOANS. The Bank's wholly-owned subsidiary,
First Mariner Mortgage Corporation, originates adjustable and fixed-rate
residential mortgage loans. Such mortgage loans are generally originated under
terms, conditions and documentation acceptable to the secondary mortgage market.
The Bank will place some of these loans into its portfolio, although the
substantial majority are sold to investors.
COMMERCIAL REAL ESTATE MORTGAGE LOANS. The Bank originates mortgage loans
secured by commercial real estate. Such loans are primarily secured by office
buildings, retail buildings, warehouses and general purpose business space.
Although terms may vary, the Bank's commercial mortgages generally have
maturities of five years or less.
The Bank seeks to reduce the risks associated with commercial mortgage
lending by generally lending in its market area, obtaining periodic financial
statements and tax returns from borrowers. It is also the Bank's general policy
to obtain personal guarantees from the principals of the borrowers and
assignments of all leases related to the collateral.
CONSUMER LOANS. The Bank offers a variety of consumer loans. These loans
are typically secured by residential real estate or personal property, including
automobiles and boats. Home equity loans are typically made up to 80% of the
appraised value, less the amount of any existing prior liens on the property and
generally
6
have a maximum term of 10 years, although the bank does offer a 90% loan to
value product. The interest rates on home equity loans are adjustable.
CREDIT ADMINISTRATION
The Bank's lending activities are subject to written policies approved by
the Board of Directors to ensure proper management of credit risk. Loans are
subject to a well defined credit process that includes credit evaluation of
borrowers, risk-rating of credits, establishment of lending limits and
application of lending procedures, including the holding of adequate collateral
and the maintenance of compensating balances, as well as procedures for on-going
identification and management of credit deterioration. Regular portfolio reviews
are performed to identify potential underperforming credits, estimate loss
exposure and to ascertain compliance with the Bank's policies. For significant
problem loans, management review consists of evaluation of the financial
strengths of the borrower and the guarantor, the related collateral and the
effects of economic conditions.
The Bank's loan approval policy provides for various levels of individual
lending authority. The maximum lending authority granted by the Bank to any one
individual is $250,000. A combination of approvals from certain officers may be
used to lend up to an aggregate of $500,000. The Board's Loan Committee is
authorized to approve loans up to the Bank's legal lending limit, which
approximates $5,350,000 as of December 31, 1998.
The Bank generally does not make loans outside its market area unless the
borrower has an established relationship with the Bank and conducts its
principal business operations within the Bank's market area. Consequently the
Bank and its borrowers are affected by the economic conditions prevailing in its
market area.
COMPETITION
The Company and the Bank operate in a competitive environment, competing
for deposits and loans with commercial banks, thrifts and other financial
entities. Principal competitors include other community commercial banks and
larger financial institutions with branches in the Bank's market area. Numerous
mergers and consolidations involving banks in the Bank's market area have
occurred recently, requiring the Bank to compete with banks with greater
resources.
The primary factors in competing for deposits are interest rates,
personalized services, the quality and range of financial services, convenience
of office locations and office hours. Competition for deposits comes primarily
from other commercial banks, savings associations, credit unions, money market
funds and other investment alternatives. The primary factors in competing for
loans are interest rates, loan origination fees, the quality and range of
lending services and personalized services. Competition for loans comes
primarily from other commercial banks, savings associations, mortgage banking
firms, credit unions and other financial intermediaries. The Bank also competes
with money market mutual funds for deposits. Many of the financial institutions
operating in the Bank's market area offer certain services such as trust and
international banking, which the Bank does not offer, and greater financial
resources or have substantially higher lending limits than does the Bank.
To compete with other financial services providers, the Bank principally
relies upon local promotional activities, personal relationships established by
officers, directors and employees with its customers and specialized services
tailored to meet its customers' needs. In those instances where the Bank is
unable to accommodate a customers needs, the Bank will arrange for those
services to be provided by other banks with which it has a relationship.
Recent changes in banking laws facilitate interstate branching and merger
activity among banks. Since September, 1995, certain bank holding companies are
authorized to acquire banks throughout the United States. In addition, on and
after June 1, 1997, certain banks have been permitted to merge with banks
organized under the laws of different states. Such changes will result in an
even greater degree of competition in the banking industry and the Company and
the Bank may be brought into competition with institutions with which it does
not presently compete. As a result, intense competition in the Bank's market
area may be expected to continue for the foreseeable future.
7
SUPERVISION AND REGULATIONS
The Company and the Bank are extensively regulated under federal and state
law. Generally, these laws and regulations are directed at safe and sound
operation of financial institutions and their holding companies and are not
intended to protect stockholders. The following is a summary description of
certain provisions of certain laws which affect the regulation of bank holding
companies and banks. The discussion is qualified in its entirety by reference to
applicable laws and regulations. Changes in such laws and regulations may have a
material effect on the business and prospects of the Company and the Bank.
FEDERAL BANK HOLDING COMPANY REGULATION AND STRUCTURE. The Company is a
bank holding company within the meaning of the Bank Holding Company Act of 1956,
as amended, and as such, it is subject to regulation, supervision, and
examination by the Board of Governors of the Federal Reserve System. The Company
is required to file annual and quarterly reports with the Federal Reserve and to
provide the Federal Reserve with such additional information as the Federal
Reserve may require. Federal Reserve may conduct examinations of the Company and
its subsidiaries.
With certain limited exceptions, the Company is required to obtain prior
approval from the Federal Reserve before acquiring direct or indirect ownership
or control of more than 5% of any voting securities or substantially all of the
assets of a bank or bank holding company, or before merging or consolidating
with another bank holding company. In acting on applications for such approval,
the Federal Reserve must consider various statutory factors, including among
others, the effect of the proposed transaction on competition in the relevant
geographical and product markets, each party's financial condition and
management resources and record of performance under the Community Reinvestment
Act ("CRA"). Additionally, with certain exceptions any person proposing to
acquire control through direct or indirect ownership of 25% or more of any
voting securities of the Company is required to give 60 days written notice of
the acquisition to the Federal Reserve, which may prohibit the transaction, and
to publish notice to the public.
Generally, a bank holding company may not engage in any activities other
than banking, managing or controlling its bank and other authorized
subsidiaries, and providing services to these subsidiaries. With prior approval
of the Federal Reserve, the Company may acquire more than 5% of the assets or
outstanding shares of a company engaging in nonbank activities determined by the
Federal Reserve to be closely related to the business of banking or of managing
or controlling banks. Under current Federal Reserve regulations, such
permissable nonbank activities include mortgage banking, equipment leasing,
securities brokerage and consumer and commercial finance company operations.
Subsidiary banks of a bank holding company are subject to certain
quantitative and qualitative restrictions on extensions of credit to the bank
holding company or its subsidiaries on investments in their securities and on
the use of their securities as collateral for loans to any borrower. These
regulations and restrictions may limit the Company's ability to obtain funds
from the Bank for its cash needs including funds for the payment of dividends,
interest and operating expenses. Further, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or furnishing
of services. For example, the Bank may not generally require a customer to
obtain other services from itself or the Company, and may not require that a
customer promise not to obtain other services from a competitor as a condition
to and extension of credit to the customer.
Under Federal Reserve policy, a bank holding company is expected to act as
a source of financial strength to its subsidiary banks and to make capital
injections into a troubled subsidiary bank, and the Federal Reserve may charge
the bank holding company with engaging in unsafe and unsound practices for
failure to commit resources to a subsidiary bank when required. A required
capital injection may be called for at a time when the holding company does not
have the resources to provide it. In addition, depository institutions insured
by the Federal Deposit Insurance Corporation (the "FDIC") can be held liable for
any losses incurred by, or reasonably anticipated to be incurred by, the FDIC in
connection with the default of, or assistance provided to, a commonly controlled
FDIC-insured depository institution. Accordingly, in the event that any insured
subsidiary of the Company causes a loss to the FDIC, other insured subsidiaries
of the Company could be required to compensate the FDIC by reimbursing it for
the estimated amount of such loss. Such cross guaranty liabilities generally are
superior in priority to the obligations of the depository institution to its
shareholders due solely to their status as shareholders and obligations to other
affiliates.
STATE BANK HOLDING COMPANY REGULATION. As a Maryland bank holding company,
the Company is subject to various restrictions on its activities as set forth in
Maryland law, in addition to those restrictions set forth in federal law. Under
Maryland law, a bank holding company that desires to acquire a bank or bank
holding company that has its principal place of business in Maryland must obtain
approval from the Maryland Commissioner of Financial
8
Regulation (the "Maryland Commissioner"). Also, a bank holding company and its
Maryland state-chartered bank or trust company cannot directly or indirectly
acquire banking or nonbanking subsidiaries or affiliates until the bank or trust
company receives the approval of the Maryland Commissioner.
FEDERAL AND STATE BANK REGULATION. The Company's banking subsidiary is a
Maryland state-chartered trust company, with all the powers of a commercial
bank. regulated and examined by the Maryland Commissioner and the Federal
Deposit Insurance Corporation (the "FDIC'). The FDIC has extensive enforcement
authority over the institutions it regulates to prohibit or correct activities
which violate law, regulation or written agreement with the FDIC or which are
deemed to constitute unsafe or unsound practices. Enforcement actions may
include the appointment of a conservator or receiver, the issuance of a cease
and desist order, the termination of deposit insurance, the imposition of civil
money penalties on the institution, its directors, officers, employees and
institution-affiliated parties, the issuance of directives to increase capital,
the issuance of formal and informal agreements, the removal of or restrictions
on directors, officers, employees and institution-affiliated parties and the
enforcement of any such mechanisms through restraining orders or other court
actions.
LIMITS ON DIVIDENDS AND OTHER PAYMENTS
The Company's current ability to pay dividends is largely dependent upon
the receipt of dividends from its banking subsidiary, the Bank. Both federal and
state laws impose restrictions on the ability of the Bank to pay dividends.
Federal law prohibits the payment of a dividend by an insured depository
institution like the Bank if the depository institution is considered
"undercapitalized" or if the payment of the dividend would make the institution
"undercapitalized". See "____ "Capital Requirements" below. The Company does not
anticipate that such provisions will be applied to the Bank. The Federal Reserve
has issued a policy statement which provides that, as a general matter, insured
banks and bank holding companies may pay dividends only out of prior operating
earnings. For a Maryland state-chartered bank or trust company, dividends may be
paid out of undivided profits or, with the prior approval of the Commissioner,
from surplus in excess of 100% of required capital stock. It however, the
surplus of a Maryland bank is less than 100% of its required capital stock, cash
dividends may not be paid in excess of 90% of net earnings. The Bank must obtain
approval of the Maryland Commissioner to pay dividends to the Company for so
long as the Bank's statement of financial condition reflects as it did of
December 31, 1998, negative undivided profits (accumulated deficit). The Company
anticipates that such approval will be required for the foreseen futures.
Approvals are in the discretion of the Maryland Commissioner . In addition to
these specific restrictions, bank regulatory agencies, in general, also have the
ability to prohibit proposed dividends by a financial institution which would
otherwise be permitted under applicable regulations if the regulatory body
determines that such distribution would constitute an unsafe or unsound
practice.
CAPITAL REQUIREMENTS
The Federal Reserve and the FDIC have issued substantially similar
risk-based and leverage capital guidelines applicable to United States banking
organizations. In addition, those regulatory agencies may from time to time
require that a banking organization maintain capital above the minimum levels,
whether because of its financial condition or actual or anticipated growth. The
risk-based guidelines define a two-tier capital framework. Tier 1 capital
consists of common and qualifying preferred stockholders' equity, less certain
intangibles and other adjustments. Tier 2 capital consists of subordinated and
other qualifying debt, and the allowance for credit losses up to 1.25 percent of
risk-weighted assets. The sum of Tier 1 and Tier 2 capital less investments in
unconsolidated subsidiaries represents qualifying total capital, at least 50
percent of which consists of Tier 1 capital. Risk-based capital ratios are
calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets
and off-balance sheet exposures are assigned to one of four categories of
risk-weights, based primarily on relative credit risk. The minimum Tier 1
capital ratio is 4 percent and the minimum total capital ratio is 8 percent. At
December 31, 1998, the Company's ratio of Tier 1 to risk-weighted assets stood
at 12.2% and its ratio of total capital to risk-weighted assets stood at 13.1%.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3 percent, most
banking organizations are required to maintain ratios of at least 100 to 200
basis points above 3 percent. The Company's leverage ratio at December 31, 1998
was 7.2%.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution
9
is classified. Failure to meet the capital guidelines could also subject a
banking institution to capital raising requirements. An "undercapitalized" bank
must develop a capital restoration plan and its parent holding company must
guarantee that bank's compliance with the plan. The liability of the parent
holding company under any such guarantee is limited to the lesser of 5 percent
of the bank's assets at the time it became "undercapitalized" or the amount
needed to comply with the plan. Furthermore, in the event of the bankruptcy of
the parent holding company, such guarantee would take priority over the parent's
general unsecured creditors. In addition, FDICIA requires the various regulatory
agencies to prescribe certain non-capital standards for safety and soundness
generally to operations and management, asset quality and executive compensation
and permits regulatory action against a financial institution that does not meet
such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the revelant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized' institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or a 3 percent in some
cases. Under these guidelines, the Bank is considered well capitalized. Banking
agencies have also adopted final regulations which mandate that regulators take
into consideration (I) concentrations of credit risk: (ii) interest rate risk
(when the interest rate sensitivity of an institution's assets does not match
the sensitivity of its liabilites or its off-balance-sheet position); and (iii)
risks from non-traditional activities, as well as an institution's ability to
manage those risks, when determining the adequacy of an institution's capital.
That evaluation will be made as a part of the institution's regular safety and
soundness examination. In addition, regulatory capital guidelines included a
measure for market risk.
INTERSTATE BANKING LEGISLATION
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Riegle-Neal") was enacted into law on September 29, 1994. Riegle-Neal
authorized federal banking agencies to approve interstate bank merger
transactions even if such transactions are prohibited by the laws of a state. An
exception to such authorization arises if the home state where one of the banks
which is a party to the merger transaction is located opted out of the merger
provisions of Riegle-Neal by adopting a law after the date of the enactment of
the Riegle-Neal and prior to June 1, 1997. These laws must apply equally to
all-out-of-state banks and expressly prohibit merger transactions involving
out-of-state banks. Riegle-Neal also permits interstate branch acquisitions if
the laws of the state where the branch is located permits interstate branch
acquisitions. The interstate merger and branch acquisitions permitted by
Riegle-Neal are subject to nationwide and statewide insured deposit limitations
as described in Riegle-Neal.
Riegle-Neal also authorizes the federal banking agencies to approve DE NOVO
interstate branching by national and state banks in states which specifically
allow for such branching. Only two states, Texas and Montana, have opted out of
the Riegle-Neal provisions relating to interstate mergers, acquisitions of
branches and establishment of de novo branches. The Company anticipates that
Riegle-Neal may increase competition within the market in which the Company
operates although the Company cannot predict the timing or the extent of such
increased competition.
LEGISLATION
In additon to extensive government regulation, laws and regulations
can change in unpredictable ways, often with significant effects on the way in
which financial institutions may conduct business. The enactment of banking
legislation such as the Financial Institution Reform, Recovery and Enforcement
Act of 1989 and FDICIA has affected the banking industry by, among other things,
broadening the powers of the federal banking agencies in a number of areas.
Subsequent banking legislation, such as the Riegle Community Development and
Regultory Improvement Act of 1994 and the Economic Growth and Regulatroy
Paperwork Reduction Act of 1996, have eased some of the regulatory burdens
imposed on banks and bank holding companies, including certain FDICIA
requirements, and are intended to make the bank regulatory system more
efficient. Other legislation that has been enacted in recent years has
substantially increased the level of competition among commercial banks, thrift
institutions and non-banking institutions, including insurance companies,
brokerage firms, mutual funds, investment banks and major retailers. The
enactment of the Riegle-Neal in 1994 has facilitated, and is expected to
continue to facilitate, consolidation within financial institutions that have
separate operations in two or more states and within the financial services
industry. See "Interstate Banking" above.
10
Proposals to change the laws and regulations governing the banking
industry are frequently introduced in Congress, in the states' legislatures, and
before the various bank regulatory agencies. Some of these proposals are
significant and, if adopted, could result in a fundamental restructuring of the
financial services industry. Although such legislation would likely have an
effect on the business of the Company and the Bank, the Company cannnot
accurately predict what that efect would be.
ITEM 2 PROPERTIES
The principal executive offices of the Company and the main office of
the Bank are located at 1801 South Clinton Street, Baltimore, Maryland. The
Company and the Bank occupy approximately 48,000 square feet of space leased
from Edwin F. Hale, Sr., Chairman and Chief Executive Officer of the Company.
Rental for this space is approximately $689,000 annually, of which $654,000 is
allocated for 35,830 square feet of office and $35,000 is allocated for 1,170
square feet of Bank branch space and drive-up banking and customer parking
facilities. Management believes that such terms are at least as favorable as
those that could be obtained from an unaffiliated third party lessor.
The Bank has branches at the following locations:
Square Lease Renewal
Location Feet Annual Rent Expiration Options
-------- ------ ----------- ---------- -------
1801 South Clinton Street 1,170 $ 35,000 10/31/13 --
(Baltimore City)
115 East Joppa Road 2,750 Own building -- --
Towson (Baltimore County) (subject to $25 ground
rent)
8631 Loch Raven Boulevard 1,000 $ 14,100 Month- --
Towson (Baltimore County) to-
Month
9833 Liberty Road 2,800 Owns building -- --
(Baltimore County) (subject to $12,000
ground rent)
12 A. S. Bel Air Parkway 2,288 Owns building 6/30/17 --
Bel Air (Harford County) (subject to $35,000
ground rent)
16 South Calvert Street 2,515 $ 26,595 5/14/01 5 Years
(Baltimore City)
2375 Rolling Road (Mars Store) 667 $ 36,500 11/1/00 5 Years
Woodlawn (Baltimore County)
Chesapeake Center Drive (Mars 484 $ 36,500 5/1/00 5 Years
Store) Glen Burnie (Anne Arundel
County)
1013 Reisterstown Town Road 4,156 Owns building -- --
Pikesville (Baltimore County)
60 Painters Mill Road 2,350 $ 70,000 10/31/05 5 Years
Owings Mills (Baltimore County)
161 Jennifer Road 4,400 $ 85,446 6/30/01 5 Years
Annapolis (Anne Arundel County)
11
1401 Pulaski Highway (Mars Store) 484 $ 36,500 12/3/01 5 Years
Edgewood (Harford County)
1770 Merritt Blvd 2,500 $ 32,500 2/19/07 5 Years
Dundalk (Baltimore County)
1740 York Road 1,200 $ 36,000 4/30/12 15 Years
Lutherville (Baltimore County)
1018 Beards Hill Rd (Mars Store) 525 $ 36,500 5/20/02 5 Years
Aberdeen (Harford County)
15 E. Padonia Road (Mars Store) 276 $ 36,500 10/19/02 5 Years
Timonium (Baltimore County)
8433 Bel Air Road 2,050 Owns building -- --
Perry Hall (Baltimore County)
8133 Elliott Road 2,099 $ 31,485 3/31/03 5 Years
Easton (Talbot County) x2
8206 Pulaski Highway 6,500 $ 38,350 2/28/08 5 Years
Rosedale (Baltimore County) x2
360 Governor Ritchie Highway 2,200 $ 40,700 5/31/08 5 Years
Severna Park (Anne Arundel County) x2
7878 Wise Avenue (Mars Store) 450 $ 36,500 9/15/03 5 Years
Dundalk (Baltimore County)
8587 Ft. Smallwood Rd (Mars Store) 450 $ 36,500 10/31/03 5 Years
Pasadena (Anne Arundel County)
176 Carroll Island Road 1,800 $ 25,200 2/1/04 5 Years
Baltimore (Baltimore County)
- --------------------------------------------------------------------------------
ITEM 3 LEGAL PROCEEDINGS
Neither the Company nor the Bank is a party to, nor is any of their
property the subject of, any material pending legal proceedings incidental to
the business of the Company other than those arising in the ordinary course of
business. In the opinion of management no such proceeding will have a material
adverse effect on the financial position or results of operations of the
Company.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
PART II
12
ITEM 5 MARKET FOR COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
MARKET FOR COMMON STOCK
Shares of First Mariner Bancorp trades on The Nasdaq Stock Market's
National Market under the trading symbol FMAR. For the period January 1, 1998
through December 31, 1998 the high and low prices as quoted on The Nasdaq Stock
Market were $16.425 and $12.250, respectively.
As of December 31, 1998, First Mariner Bancorp had approximately 3,225
stockholders of record. Since the inception of the Company no cash dividends
have been declared. On May 22, 1998, a 10% stock dividend was declared and stock
distributed to stockholders of record.
RECENT COMMON STOCK PRICES
The Company's Common Stock is traded on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq") National Market tier
of the Nasdaq Stock Market under the symbol "FMAR".
The following table illustrates high and low sale prices of the Company's
Common Stock for the periods indicated, as adjusted to give retroactive effect
to a 10% stock dividend declared in May, 1998.
Low High
1998 QUARTER ENDED:
Fourth quarter $12.250 $14.625
Third quarter 12.750 16.000
Second quarter 15.000 15.975
First quarter 14.175 16.425
1997 QUARTER ENDED:
Fourth quarter 13.725 15.300
Third quarter 11.138 15.413
Second quarter 10.800 11.813
First quarter 11.138 12.375
ITEM 6 SELECTED FINANCIAL DATA
(Dollars in thousands except for per share data)
For Year ended December 31,
---------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Net Interest Income $ 12,022 $ 7,753 $ 3,629 $ 1,292 $ 705
Provision For Loan Losses 1,212 472 1,040 190 59
Noninterest Income 5,595 2,351 1,074 197 75
Noninterest Expense 16,245 9,459 5,836 2,581 979
Net Income (Loss) 1,123 365 (2,173) (1,282) (241)
Net Income (Loss) Per Common Share -
Basic 0.36 0.12 (1.56) (1.71) (.97)
Total Assets $ 497,487 $ 256,984 $ 132,562 $ 52,798 $ 26,303
Loans Receivable, Net 240,049 142,458 90,822 29,559 19,785
Deposits 262,311 196,962 102,289 41,487 20,883
13
Stockholders' Equity 28,488 26,966 23,796 10,702 1,997
Allowance For Loan Losses 2,676 1,614 1,242 376 245
Net Charge-offs 150 100 174 59 22
Non-Performing Assets To Total Assets 0.63% 1.36% 1.19% 1.20% 2.63%
Return in Average Assets .32% .21% ( 2.64%) ( 3.45%) ( .89%)
Return in Average Equity 4.07% 1.39% (21.67%) (19.62%) (13.57%)
Regulatory capital ratios
Leverage 8% 15% 19% 28% 10%
Tier 1 capital to risk weighted assets 14% 17% 18% 34% 12%
Total capital to risk weighted assets 19% 18% 19% 35% 13%
ITEM 7 THE INFORMATION REQUIRED BY THIS ITEM 7 IS INCORPORATED BY REFERENCE
HEREIN FROM THE ANNUAL REPORT OF STOCKHOLDERS ATTACHED AS EXHIBIT 13.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Results of operations for financial institutions, including the
Company, may be materially and adversely affected by changes in prevailing
economic conditions, including declines in real estate values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
The profitability of the Company is in part a function of the spread between the
interest rates earned on assets and the interest rates paid on deposits and
other interest-bearing liabilities (net interest income), including advances
from Federal Home Loan Bank of Atlanta ("FHLB") and other borrowing. Interest
rate risk arises from mismatches (i.e., the interest sensitivity gap) between
the dollar amount of repricing or maturing assets and liabilities and is
measured in terms of the ratio of the interest rate sensitivity gap to total
assets. More assets repricing or maturing than liabilities over a given time
period is considered asset-sensitive and is reflected as a positive gap, and
more liabilities repricing or maturing than assets over a give time period is
considered liability-sensitive and is reflected as negative gap. An
asset-sensitive position (i.e., a positive gap) will generally enhance earnings
in a rising interest rate environment and will negatively impact earnings in a
falling interest rate environment, while a liability-sensitive position (i.e., a
negative gap) will generally enhance earnings in a falling interest rate
environment and negatively impact earnings in a rising interest rate
environment. Fluctuations in interest rates are not predictable or controllable.
The Company has attempted to structure its asset and liability management
strategies to mitigate the impact on net interest income of changes in market
interest rates. However, there can be no assurance that the Company will be able
to manage interest rate risk so as to avoid significant adverse effects on net
interest income. At December 31, 1998, the Company had a one year cumulative
negative gap of approximately $76,463 million or 15% of total assets.
ITEM 8 FINANCIAL STATEMENTS AND RELATED NOTES REQUIRED BY THIS ITEM 8
IS INCORPORATED BY REFERENCE HEREIN FROM THE ANNUAL REPORT OF STOCKHOLDERS
ATTACHED AS EXHIBIT 13.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information relating to directors and executive officers of the
Company and Section 16(a) beneficial ownership reporting compliance is
incorporated by reference herein from the Company's proxy statement in
connection with its Annual Meeting of Stockholders to be held May 4, 1999, which
proxy statement will be filed with the Securities and Exchange Commission no
later than 120 days after the close of the fiscal year.
ITEM 11 EXECUTIVE COMPENSATION
Certain information relating to directors and executive officers
compensation, the Compensation Committee Report on Executive Compensation, and
stock performance is incorporated by reference herein from the Company's
definitive proxy statement in connection with its Annual Meeting of Stockholders
to be held on May 4, 1999, which proxy statement will be filed with the
Securities and Exchange Commission no later than 120 days after the close of the
fiscal year.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Information relating to security ownership of directors, director
nominees, 5% beneficial owners and management is incorporated by reference
herein from the Company's definitive proxy statement in connection with its
Annual Meeting of Stockholders to be held on May 4, 1999, which proxy statement
will be filed with the Securities and Exchange Commission no later than 120 days
after the close of the fiscal year.
ITEM 13 CERTAIN REALTIONSHIPS AND RELATED TRANSACTIONS
Certain information relating to certain relationships and related
transactions is incorporated by reference herein from the Company's definitive
proxy statement in connection with its Annual Meeting of Stockholders to be held
May 4, 1999, which proxy statement will be filed with the Securities and
Exchange Commission no later than 120 days after the close of the fiscal year.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1), (2) FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31,
1998 and 1997
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements as of December 31, 1998,
1997 and 1996
(a)(3) Exhibits Required to be Filed by Item 601 of Regulation S-K
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of First Mariner
Bancorp (Incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form SB-2, as amended, file no. 333-16011
(the "1996 Registration Statement")
3.2 Amended and Restated Bylaws of First Mariner Bancorp
(Incorporated by reference to Exhibit 3.2 of the 1996 Registration
Statement)
10.1 1996 Stock Option Plan of First Mariner Bancorp (Incorporated by
reference to Exhibit 10.1 of the 1996 Registration Statement)
10.2 Employment Agreement dated May 1, 1995 between First Mariner
Bancorp and First Mariner Bank and George H. Mantakos (Incorporated
by reference to Exhibit 10.2 of the 1996 Registration Statement)
10.3 Lease Agreement dated March 1, 1996 between First Mariner Bank
and Mars Super Markets, Inc. (Incorporated by reference to Exhibit
10.4 of the 1996 Registration Statement)
15
10.4 Lease Agreement dated November 1, 1997 between Edwin F. Hale,
Sr. And First Mariner Bank (Incorporated by reference to Exhibit 10.4
of Pre-Effective Amendment Number 1 to Form S-1, file no.
333-53789-01)
10.5 1998 Stock Option Plan of First Mariner Bancorp (Incorporated by
reference to Exhibit 10.5 of Pre-Effective Amendment Number 1 to Form
S-1, file no. 333-53789-01)
10.6 Employee Stock Purchase Plan of First Mariner Bancorp
(Incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment
Number 1 to Form S-1, file no. 333-53789-01)
10.7 Lease Agreement dated as of June 1, 1998 between Building #2,
L.L.C. and First Mariner Bank (Incorporated by reference to Exhibit
10.7 of Pre-Effective Amendment Number 1 to Form S-1, file no.
333-53789-01)
13 1998 Annual Report of Stockholders filed herewith
21 Subsidiaries of Registrant filed herewith
23 Consent of KPMG LLP filed herewith
27 Financial Data Schedule for the 12 Months Ended December 31, 1998,
filed electronically herewith.
99 Risk Factors filed herewith.
(b) Reports on Form 8-K
On October 19, 1998, the Company filed a Current Report on Form
8-K pursuant to Item 5 to announce that the Company acquired 207,548
shares of the common stock of Glen Burnie Bancorp in a private
transaction for their aggregate price of $4,509,936.07. The Company
announced additionally that it owns approximately 19.4% of the
outstanding common stock of Glen Burnie Bancorp.
On November 17, 1998, the Company filed a Current Report on Form
8-K pursuant to Items 5 and 7 to announce that the Company sold to
Glen Burnie Bancorp all of the 213,169 shares of common stock of Glen
Burnie Bancorp held by the Company, for a purchase price of
$5,580,764. The Company announced that in addition, the Company and
Glen Burnie Bancorp 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 Glen
Burnie Bancorp stock or attempt to influence Glen Burnie Bancorp's
affairs, directly or indirectly, for a 10-year period. The Company
announced that Glen Burnie Bancorp will pay the Company $675,000 as
consideration for the agreement, payable over 5 years. A press
release regarding the transaction was attached as an exhibit to the
Form 8-K.
(c) Exhibits required by Item 601 of Regulation S-K
See the Exhibits described in Item 14(a)(3) above.
16
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
Date: March 30, 1999 By: /s/ Edwin F. Hale Sr.
------------- ----------------------------
Edwin F. Hale Sr.
Chairman and Chief Executive Officer
Date: March 30, 1999 By: /s/ Joseph A. Cicero
------------- ----------------------------
Joseph A. Cicero
President & Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant in
their capacities as Director on the 30 day of March, 1999.
/s/ /s/
Bondroff, Barry B. Lynch, Michael J.
/s/ /s/
Brown, Edith B. Mantakos, George H.
/s/ /s/
Cernack, Rose M. Matricciani, Jay J.
/s/ /s/
Cicero, Joseph A. McManus, Walter L. Jr.
/s/ /s/
D'Anna, Christopher P. O'Conor, James P.
/s/ /s/
Hale, Edwin F. Sr. Oliver, John J. Jr.
/s/ /s/
Hoffman, Bruce H. Sibel, Hanan Y.
/s/ /s/
Kabik, Melvin S. Stoler, Leonard
/s/
Larkin, R. Andrew Watson, Michael R.
17