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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 24, 1998 (November 17, 1998)
GLEN BURNIE BANCORP
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(Exact name of registrant as specified in its charter)
MARYLAND 0-24047 52-1782444
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND 21227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)766-3300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On November 17, 1998, the Registrant repurchased 213,169
shares of its common stock, par value $10 per share (the "Common
Stock"), or approximately 19.5% of shares outstanding for an
aggregate purchase price of $5,580,764.68 pursuant to a Stock
Redemption Agreement, dated November 17, 1998, between First
Mariner Bancorp ("First Mariner") and Glen Burnie Bancorp (the
"Redemption Agreement"). Contemporaneously with the Redemption
Agreement, the Registrant entered into a Standstill Agreement
with First Mariner which provides that, until November 17, 2008,
First Mariner will not, and will cause its majority-owned
subsidiaries not to and will use its best efforts to cause its
affiliates and associates not to, directly or indirectly:
(a) acquire, offer, propose to acquire, agree to
acquire, purchase, or make a tender or exchange offer for
any voting securities of Registrant such that First
Mariner or such affiliate would become, as a result of
such transaction, a beneficial owner of Registrant's
voting securities;
(b) engage or participate in any solicitation of
proxies or consents regarding Registrant's voting
securities or induce or attempt to induce any other person
to initiate any stockholder proposals, or otherwise
communicate with Registrant's stockholders or others
pursuant to Rule 14a-1(1)(2)(iv) under the Securities
Exchange Act of 1934, as amended;
(c) advise, seek to advise, encourage, seek to
encourage, influence or seek to influence any person or
entity with respect to the voting of any of Registrant's
voting securities;
(d) seek, propose or make any public statements with
respect to, any merger, consolidation, business
combination, tender or exchange offer, sale or purchase of
assets, sale or purchase of assets, sale or purchase of
securities, dissolution, liquidation, restructuring,
recapitalization or similar transactions involving
Registrant or any of its affiliates;
(e) form, join or in any way participate in any
"group"(within the meaning of Section 13(d)(3) of the
Securities Exchange Act) with respect to Registrant's
voting securities;
(f) deposit any of Registrant's voting securities in
any voting trust or subject any of Registrant's voting
securities to any arrangement or agreement with respect to
the voting of any of Registrant's voting securities;
(g) otherwise act, alone or in concert with others,
to control or seek to control or influence or seek to
influence the management, the Board of Directors or
policies of Registrant;
(h) seek, alone or in concert with others, (a) to
call a meeting of stockholders of Registrant, (b)
representation on the Board of Directors of Registrant, or
(c) the removal of any member of the Board of Directors; or
(i) support financially, or through the giving of
services or information except in response to a request
by a governmental agency with jurisdiction or authority
over First Mariner, a validly issued subpoena or
otherwise as required by law, any entity or person who is
suing or contemplating suing Registrant or its Affiliates,
or is conducting or contemplating
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a solicitation in opposition to a proposal by the Board or
management of Registrant.
The foregoing provisions will not be applicable in the
event of an acquisition of Registrant by a party that has acted
independently of and without the assistance or involvement of
First Mariner. In addition, First Mariner has agreed not to
make any loan secured by Registrant's voting securities or for
the purpose of acquiring or holding Registrant's voting
securities.
Registrant and First Mariner have agreed to release each
other and to release the directors, officers, employees and
stockholders of each other from all claims that Registrant or
First Mariner may have against the other except for claims
arising under either the Redemption Agreement or the Standstill
Agreement. Registrant and First Mariner have agreed to execute
joint stipulations of dismissal with prejudice with respect to
all existing litigation between the parities including but not
limited to McCafferty's, Inc. v. First Mariner Bank, CA No. 98-
257 (4th Cir.), Glen Burnie Bancorp et al. v. First Mariner
Bancorp, PHC 836 (Md. Ct. Sp. App.) and Glen Burnie Bancorp v.
First Mariner Bancorp et al., Civil Action 9844772 (Cir. Ct.
Anne Arundel). Registrant and First Mariner have further agreed
to indemnify each other and their directors, officers and
employees for claims arising from breaches of the Standstill
Agreement and (in the case of First Mariner) derivative claims
arising from the performance of the Redemption Agreement.
Under the Standstill Agreement, Registrant will make
payments over five years totaling $675,510.12 beginning with a
payment of $150,000 on January 15, 1999 with four additional
payments of $131,377.53 each beginning on January 15, 2000.
Registrant has the right to withhold payment and to offset
against any amount due for a breach by First Mariner under the
Standstill Agreement.
The foregoing discussion is qualified entirely by the
terms of the Redemption Agreement and Standstill Agreement which
are attached as Exhibits 99.1 and 99.2 to this report on Form 8-
K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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(a) Financial Statements of Businesses Acquired. None
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(b) Pro Forma Financial Information. None
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(c) Exhibits. The following exhibits are filed as part of
-------- this report on Form 8-K:
EXHIBIT NO. DESCRIPTION
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99.1 Stock Redemption Agreement, dated
November 17, 1998, by and between
First Mariner Bancorp and Glen
Burnie Bancorp.
99.2 Standstill Agreement, dated
November 17, 1998, by and between
First Mariner Bancorp and Glen
Burnie Bancorp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly
authorized.
GLEN BURNIE BANCORP
Date: November 24, 1998 By: /s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
President
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