1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-31005
REGISTRATION NO. 333-31005-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
ML BANCORP, INC. ML CAPITAL TRUST I
(Exact name of Registrant (Exact name of Registrant
as specified in its charter) as specified in its trust agreement)
PENNSYLVANIA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
--------- ---------
6712 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
23-2752439 23-7904234
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
----------------------------
TWO ALDWYN CENTER
LANCASTER AVENUE & ROUTE 320
VILLANOVA, PENNSYLVANIA 19085
(610) 526-6482
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
----------------------------
DENNIS S. MARLO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ML BANCORP, INC.
TWO ALDWYN CENTER
LANCASTER AVENUE & ROUTE 320
VILLANOVA, PENNSYLVANIA 19085
(610) 526-6482
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
COPIES TO:
GERARD L. HAWKINS, ESQ. WAYNE J. RAPOZO, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
734 15TH STREET, N.W. 919 THIRD AVENUE
WASHINGTON, D.C. 20005 NEW YORK, NEW YORK 10022-3897
----------------------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
----------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Business Corporation Law of the Commonwealth of
Pennsylvania, Article 9 of the Registrant's Articles of Incorporation provide
as follows:
ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS.
A. PERSONAL LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director except to the extent
that by law a director's liability for monetary damages may not be limited.
B. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in the
right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under
Pennsylvania law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an
officer, director, employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
E. INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 9.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board
of Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its officers, directors, employees and agents for
the purpose of securing or insuring in any manner its obligation to indemnify
or advance expenses provided for in this Article 9.
II-1
3
G. MODIFICATION. The duties of the Corporation to indemnify and
to advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the action, suit or proceeding is authorized, either before
or after its commencement, by the affirmative vote of a majority of the
directors in office.
In addition, the Corporation carries a liability insurance policy for
its officers and directors.
Under the Declaration of Trust of ML Capital Trust I, the Corporation
has agreed to indemnify each of the Trustees of the Trust, and to hold each
Trustee harmless against any loss, damage, claim, liability or expense incurred
without negligence or bad faith on its part, arising out of, or in connection
with, the acceptance or administration of the Declaration of Trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
under the Trust.
II-2
4
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Indenture of the Corporation relating to the Junior
Subordinated Debentures(1)
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of ML Capital Trust I*
4.4 Amended and Restated Declaration of Trust of ML Capital Trust
I(1)
4.5 Form of New Capital Security Certificate for ML Capital Trust
I*
4.6 Form of New Guarantee of the Corporation relating to the New
Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P.
as to legality of the New Junior Subordinated Debentures and
the New Guarantee to be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
legality of the New Capital Securities to be issued by ML
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Declaration of Trust of ML Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of New
Capital Securities of ML Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
- --------------------
* Previously filed.
(1) Incorporated by reference from the Corporation's Annual Report on Form
10-K for the year ended March 31, 1997 filed with the Commission on June 30,
1997.
ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of a Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Each of the undersigned Registrants hereby also undertakes:
II-3
5
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by a Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of each undersigned Registrant pursuant to the provisions, or
otherwise, each Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by each undersigned Registrant of expenses incurred or paid by a
director, officer of controlling person of each Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, each Registrant will, unless in the opinion of its counsel the
matter has been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
Each of the undersigned Registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired or involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-4
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ML
Bancorp, Inc. certifies that it has reasonable grounds that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Villanova, Commonwealth of Pennsylvania on the 23rd
day of July 1997.
ML BANCORP, INC.
By: /s/Dennis S. Marlo
-------------------------------------
Dennis S. Marlo
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/Dennis S. Marlo Date: July 23, 1997
-------------------------------
Dennis S. Marlo
President, Chief Executive
Officer and Director
(principal executive officer)
/s/Brian M. Hartline* Date: July 23, 1997
-------------------------------
Brian M. Hartline
Secretary, Treasurer and
Chief Financial Officer
(principal financial and
accounting officer)
/s/John R. Eppinger* Date: July 23, 1997
-------------------------------
John R. Eppinger
Chairman of the Board
/s/David B. Hastings* Date: July 23, 1997
-------------------------------
David B. Hastings
Director
-------------------------------
John J. Leahy
Director
II-5
7
-------------------------------
Henry M. Luedecke
Director
/s/Allan Woolford* Date: July 23, 1997
-------------------------------
Allan Woolford
Director
----------------------
* By Dennis S. Marlo, attorney-in-fact.
II-6
8
Pursuant to the requirements of the Securities Act of 1933, ML Capital
Trust I certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Villanova, Commonwealth of Pennsylvania, on the 23rd
day of July 1997.
ML CAPITAL TRUST I
By: /s/Dennis S. Marlo
------------------------------
Dennis S. Marlo
Administrative Trustee
By: /s/Brian M. Harline
------------------------------
Brian M. Hartline
Administrative Trustee
By: /s/William J. Glinski
------------------------------
William J. Glinski
Administrative Trustee
II-7
9
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Indenture of the Corporation relating to the Junior
Subordinated Debentures(1)
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of ML Capital Trust I*
4.4 Amended and Restated Declaration of Trust of ML Capital Trust
I(1)
4.5 Form of New Capital Security Certificate for ML Capital Trust
I*
4.6 Form of New Guarantee of the Corporation relating to the New
Capital Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P.
as to legality of the New Junior Subordinated Debentures and
the New Guarantee to be issued by the Corporation
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
legality of the New Capital Securities to be issued by ML
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Declaration of Trust of ML Capital
Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York
under the New Guarantee for the benefit of the holders of New
Capital Securities of ML Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
- -----------
* Previously filed.
(1) Incorporated by reference from the Corporation's Annual Report on Form
10-K for the year ended March 31, 1997 filed with the Commission on June 30,
1997.