SEC Filing with Takeover Plans Was Error, Baltimore Bank Says

A Baltimore-based community bank blamed a "clerical error" for the filing of a Securities and Exchange Commission document saying it intended to acquire a rival.

Whether the bank actually plans to do so is unclear.

In a schedule 13D notice filed Nov. 14, First Mariner Bancorp said it had agreed to buy 170,883 shares of Glen Burnie (Md.) Bancorp from Ethel Webster, a private investor.

But an attorney for the bank, Christopher D. Olander of the Baltimore law firm of Shapiro & Olander, said "a draft 13D" had been "inaccurately filed." He declined to further discuss the matter or the bank's intentions.

Edward F. Hale Sr., chairman and chief executive of $212 million-asset First Mariner, did not return phone calls. Efforts to reach Ms. Webster were not successful.

If the shares were purchased, First Mariner would hold 19.85% of Glen Burnie's shares outstanding, according to the filing. First Mariner now owns 4,580 shares, or less than 1% of the $225 million-asset bank.

In the SEC filing, First Mariner stated that it intended to gain control of Glen Burnie and might take any one of several actions.

The bank said it could "enlist the cooperation of other shareholders" to "effectuate a merger of the company with and into" First Mariner.

It also said it could "acquire additional shares of the company's stock ... affect the composition of the board of directors," or "seek approval of changes to the company's charter and bylaws, the exact nature of which cannot be determined at this time."

F. William Kuethe Jr., president and chief executive officer of Glen Burnie, said it turned down a buyout offer from First Mariner last year. And the answer remains no, he said.

"We have a strategic plan that says we will stay independent," Mr. Kuethe said.

If First Mariner does eventually acquire the shares, it would still have a tough time taking control of the bank. Mr. Kuethe said Glen Burnie Bancorp's bylaws require an 80% shareholder majority to approve a merger.

First Mariner has been looking for acquisition targets ever since it raised $16.8 million in a stock offering last December, said Thomas E. Hitselberger, managing director of Professional Consulting Associates, a bank consulting firm in Timonium, Md.

"Ed Hale is very aggressive," Mr. Hitselberger said. "He wants to grow, and wants to grow quickly."

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