Item 1. BUSINESS
Baltimore Bancorp (the "Company" or "Bancorp") is a Maryland corporation incorporated in 1984 and registered as a bank holding company under the Bank Holding Company Act of 1956. At December 31, 1993, Bancorp had consolidated assets of $2.232 billion, consolidated net loans and leases receivable of $1.270 billion, and consolidated deposits of $1.962 billion. Its principal subsidiary is The Bank of Baltimore ("Bank"). At December 31, 1993, Bancorp was the third largest bank holding company headquartered in Maryland in terms of assets and deposits. The Bank is a commercial bank chartered under the laws of the State of Maryland, and is the surviving institution in the 1984 merger with The Savings Bank of Baltimore ("Savings Bank"). The Savings Bank operated as a Maryland-chartered mutual savings bank, commencing operations in 1818. Bancorp and the Bank were formed to facilitate the reorganization of the Savings Bank into a holding company structure and to give it the ability to access the capital markets.
The Bank is engaged in a general commercial and retail banking business serving individuals, businesses, and governmental units throughout the Mid-Atlantic region from southern Pennsylvania to northern Virginia with primary emphasis in Baltimore and in the Baltimore and Washington, D.C. suburbs.
The Bank operates 42 banking offices throughout 9 counties in Maryland and in Baltimore City as follows: 16 in Baltimore County, 13 in Montgomery County, 4 in Baltimore City, 3 in Anne Arundel County, and 1 in each of Carroll, Charles, Harford, Howard, Prince Georges and St. Mary's Counties.
Investment Activities
Bancorp's available-for-sale securities portfolio at December 31, 1993 had a fair value of $542.2 million. Of the total portfolio, 84% consists of mortgage-backed securities with the balance primarily in U.S. Treasury and other government agency obligations and other asset-backed securities. Approximately 47% of the portfolio was represented by variable rate securities.
Lending Activities
Bancorp, through its lending subsidiaries, provides various credit facilities to large and small businesses and builders and developers of commercial and residential real estate as well as to individuals through a variety of consumer loans.
The commercial mortgage loan portfolio includes loans secured by office buildings, shopping centers, hotels and motels, warehouses and other industrial or business real estate as well as land acquisition and development loans. In addition, the Bank offers commercial demand and term loans, and asset-based loans to finance working capital needs.
Loan programs for individuals include residential first mortgage loans through the Bank's mortgage banking subsidiary (Atlantic Residential Mortgage Corporation), second mortgage loans and lines of credit, and installment loans for the purchase of automobiles, mobile homes, pleasure boats, and home improvements. The Bank also makes signature and passbook loans, issues MasterCard and VISA credit cards, and establishes lines of credit for its customers.
Baltimore Bancorp Leasing & Financial, Inc., a subsidiary of the Bank, serves as an equipment finance and leasing company specializing in high cost equipment transactions with major corporations. Investments include tax and finance leases and term loan transactions. These investments include production equipment of various kinds, such as plant and mining equipment, computers, office furniture and equipment, medical equipment and corporate aircraft. Equipment is leased or financed in 34 states throughout the country.
The Company's procedures for monitoring cash flows and the financial condition of its borrowers depend upon the type of loan. Construction loans call for a review of probable market acceptance for the project planned, an appraisal of the property, an estimate of absorption, and budget estimates based upon anticipated revenues, cost to complete, the pace at which the project will likely proceed, and the interest cost. Inspections are made before each advance to determine the validity of the request and compliance with the budget. Construction loans are subject to routine internal reviews and periodic updates for the senior loan review committee.
Commercial mortgages require the submission of periodic operating reports, the frequency of which is dependent upon the size of the loan. Actual results are compared with budgets where appropriate, and variances must be satisfactorily explained by project management. Annual financial statements must be submitted by all commercial borrowers and guarantors.
Commercial mortgages for land acquisition and development are generally made with loan to values not to exceed 60%. The project must also be zoned and ready to begin development. Improved commercial properties generally must have loan to values of 80%, while commercial construction loan to values generally must be 75% or less. Residential construction loans for land advances are generally limited to 75% of the lower of cost or market of the finished lots, with 80% overall finished unit value. Unimproved land advances are generally held to a maximum of 65%, are considered on an exception basis, and must be repaid from a development loan and not from speculative sales.
Deposit and Other Banking Services
The Bank provides a wide variety of deposit accounts to individual, business, and local government customers, including checking and savings accounts, certificates of deposit, NOW accounts, money market deposit accounts, and Keogh and individual retirement accounts ("IRA") for retail and commercial customers. The Bank also offers cash management services for its business customers and private banking services, including financial planning.
The Bank is a charter member of "Internet" and a participating member of "CIRRUS", which operates automated teller machine networks known as MOST and CIRRUS. This permits customers to access their accounts at more than 30,000 electronic terminals throughout North America. The Bank provides access to credit card authorization services and, in certain cases, check guarantee services for retail merchants through a point-of-sale terminal network involving 880 terminals in Maryland and 30 other states. Baltimore Bancorp Investment Services Inc., a subsidiary of the Bank, offers discount brokerage services and full service brokerage for government bonds, municipal bonds and mutual funds. This subsidiary also offers various types of accounts, including individual and corporate accounts, self-directed IRAs and Keoghs.
Insurance Activities
Atlantic Independent Insurance Agency, Inc. acts as agent for various insurance products for the Bank's consumer and commercial customers, including credit life, health and accident, automobile, and mortgage insurance as well as a single premium tax-deferred annuity product and other life insurance products.
Employees
At December 31, 1993, Bancorp and its subsidiaries had 1,163 full-time equivalent employees. Management believes that relations with its employees are good.
Statistical Information
The following tables present statistical information on various aspects of the operations of Bancorp and its subsidiaries on a consolidated basis. Certain additional statistical information is provided in the Financial Review in Item 7. The tables should be read in conjunction with the consolidated financial statements appearing in Item 8. Average balances presented for 1990 through 1993 are based on average daily balances. Average balances for 1989 are based upon average month-end balances, which, in the opinion of management, is generally representative of average daily balances.
Available-For-Sale and Investment Securities
At December 31, 1993, Bancorp maintained a portfolio of available-for-sale securities with a fair value of $542.2 million. The Company did not have any investment securities considered to be held to maturity at that date. Additionally, the Company had no issues which exceeded 10% of stockholders' equity at December 31, 1993.
The following table sets forth the aggregate amortized cost of the available-for-sale and investment securities portfolios owned by Bancorp at the end of each of the last five years:
Loan Portfolio
Bancorp's total loans outstanding represented 61% of its total consolidated assets at December 31, 1993. At December 31, 1993, Bancorp had no concentrations of loans in any one industry exceeding 10% of its total loan portfolio and no foreign loans. The Company also has loans generated by the Bank's mortgage banking subsidiary, which were classified as loans held for sale in the Consolidated Statement of Financial Condition at December 31, 1993. Information concerning the distribution of Bancorp's loan portfolio is contained in the following table:
Consolidated Loan Balances by Type and Percentage Distribution
The following table presents information required to be disclosed regarding contractual maturities and interest rate sensitivities of certain of Bancorp's loans. The data does not include information concerning first and second mortgage loans and consumer loans. Bancorp's experience has been that certain loans will be renewed, rescheduled, or repaid prior to the stated maturity. Accordingly, the foregoing presentation should not be regarded as a forecast of future cash collections.
Of the $117 million of loans which have scheduled maturities during 1994, $49 million consist of variable-rate construction loans, $39 million consist of variable-rate commercial loans, and $15 million consist of variable-rate leases. While these loans are scheduled to mature in 1994, many are expected to be extended, renewed or replaced by similar variable-rate loans in accordance with the Company's business plan. Therefore, because of the variable-rate nature of these assets, the expected impact on earnings from these maturities is anticipated to be immaterial.
Deposits
The Bank has been able to maintain a competitive position in attracting and retaining deposits. There are no foreign deposits. At December 31, 1993, certificates of deposit and other time deposits over $100,000 aggregated $67.807 million, including $12.418 million in brokered deposits. The maturity distribution of these deposits at December 31, 1993 is as follows: $15.732 million due in three months or less, $5.701 million due over three months through six months, $23.866 million due over six months through twelve months, and $22.508 million due over twelve months.
Short-Term Borrowings
The following table presents additional information regarding short-term borrowings by Bancorp. Short-term borrowings consist primarily of securities sold under agreements to repurchase with maturities ranging from one day to one month.
Competition
Bancorp and its subsidiaries are subject to substantial competition in all aspects of the business which they conduct. Each of the other major commercial banks based in Maryland conducts business in Bancorp's market area. In recent years, larger out of state bank holding companies have acquired or established banks in Maryland and this trend is expected to continue. In addition, commercial banking institutions based in Washington, D.C., Virginia, Pennsylvania, New York, North Carolina and other locations outside of Maryland compete for loans and other banking business in Bancorp's market area. Bancorp also encounters competition from savings banks, savings and loan associations, insurance companies, money market mutual funds, small loan companies, credit unions, and other financial institutions.
Regulation and Supervision
The Bank is a Maryland chartered commercial bank whose deposits are insured by the Bank Insurance Fund (BIF) of the Federal Deposit Insurance Corporation ("FDIC"), except for a small portion of deposits which are insured by the Savings Association Insurance Fund (SAIF) of the FDIC. The Bank is a nonmember bank of the Federal Reserve System. The Bank is subject to regulation principally by the Maryland Bank Commissioner (the "Commissioner") and the FDIC. Various provisions of laws and regulations administered by the Board of Governors of the Federal Reserve System are applicable to federally insured depository institutions such as the Bank. Deposits, reserves, investments, loans, consumer loan compliance, branch office openings, securities issuances, payments of dividends, changes in control, mergers, consolidations, substantial asset sales or liability assumptions, electronic funds transfers, management practices, and other aspects of operations are subject to comprehensive regulation by Federal and state regulatory authorities.
The Bank is also subject to the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"). Although the primary emphasis of FIRREA is on the restructuring of the savings and loan industry, certain provisions affect FDIC-insured commercial banks. A principal effect of FIRREA was the restructuring of the federal deposit insurance system such that all deposits will be insured either by the BIF for commercial banks or the SAIF for savings institutions. Although both the BIF and the SAIF funds will be administered by and are part of the FDIC, these two funds are not commingled. FIRREA also permits mergers and acquisitions between banks and savings institutions. Under prior law, such transactions were generally not permitted except in emergency situations.
Under the FDIC statutes and regulations, insurance of accounts may be terminated by the FDIC, after an extensive notice and hearing procedure, upon a finding that the insured institution has engaged in unsafe or unsound practices, or is in an unsafe or unsound condition to continue operations, or has violated applicable laws, regulations, rules, orders, or conditions imposed by the FDIC. Management of the Bank does not know of any practice, condition, or violation that might lead to termination of FDIC insurance.
Bancorp is registered as a bank holding company, and is subject to supervision and examination by the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. Bancorp must receive approval from the Federal Reserve Board before acquiring or establishing companies that are either banks or engage in activities that the Federal Reserve Board has determined to be closely related to banking. Apart from these closely related activities, bank holding companies are not generally permitted to engage in other business activities.
Among other things, bank holding companies must give prior notice of certain securities redemptions and are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or servicing arrangement. The Federal Reserve Board also regulates changes in control of bank holding companies and various other activities which it may determine to involve threats to the safety and soundness of subsidiary banks.
Maryland bank holding companies may generally participate in reciprocal interstate affiliations with banks and bank holding companies in the southeastern United States, which includes 14 states and the District of Columbia. Similar legislation is in place in most of these jurisdictions.
See Note S - Regulatory Matters in the Notes to Consolidated Financial Statements included in Item 8 hereof regarding a written agreement (the "Agreement") effective July 31, 1992, which Baltimore Bancorp entered into with the Federal Reserve Bank of Richmond ("FRB") and the Commissioner as well as a consent by the Bank to a Cease and Desist Order (the "Order") issued by the FDIC and the Commissioner. Such information is incorporated herein by reference. The Company has been informed that the FDIC and the Commissioner, following their recent joint annual examination, expect to terminate the Order. In addition, the FRB and the Commissioner expect to terminate the Agreement. The Company expects to receive written confirmation of the terminations when effective.
Capital Requirements
The Federal Reserve Board and the FDIC require the Company and the Bank, respectively, to maintain specific minimum amounts of capital and additional amounts based upon the amount and nature of their assets and commitments currently at risk. These risk-based capital rules specify five categories of asset or commitment risk, with each category being assigned a weight of 0% through 100% depending upon the risk involved. Each asset or commitment of the Company is categorized and weighted appropriately. The capital of the Company is then compared to the aggregate value of such risk-weighted assets or commitments to determine the adequacy of capital levels.
In addition to the risk-based capital requirements, the Federal Reserve Board and the FDIC have adopted regulations which define a leverage ratio. The leverage ratio is a measure of tangible capital compared to average tangible assets, regardless of their risk weighting. Reference is made to the section entitled "Capital and Dividends" on pages 21 and 22 of the Company's Annual Report to Stockholders including Table 11 and to Note S of the Notes to the Company's Consolidated Financial Statements in Item 8 hereof.
Monetary Policy
The Bank is affected by monetary policies of regulatory authorities, including the Federal Reserve Board, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. Among the techniques available to the Federal Reserve Board are the engaging in open market transactions in United States government securities, changing the discount rate on bank borrowings, and changing reserve requirements against bank deposits. These techniques are used in varying combinations to influence the overall growth of bank loans, investments, and deposits. Their use may also affect interest rates charged on loans or paid on deposits. The effect of governmental monetary policies on the earnings of the Bank or Bancorp cannot be predicted.
Item 2.
Item 2. PROPERTIES
Bancorp, through its principal subsidiary the Bank, owns and leases various properties in the conduct of its business. The Company owns three branch locations and a six-story office center at 7-9 East Baltimore Street adjacent to its main branch office building in Baltimore, Maryland. The Company leases space in the Bank of Baltimore Building at 120 East Baltimore Street which houses its executive offices and a banking office. The Company also leases its operations center at 205 West Centre Street in Baltimore, Maryland plus 39 branch office locations throughout Maryland. The Bank of Baltimore Building lease has an initial term of 10 years, expires in 1999, and contains renewal options. The main branch office lease has an initial term of 20 years and expires in 2008. The operations center lease expires in 2006. Both the main branch office and operations center leases contain renewal options.
Item 3.
Item 3. LEGAL PROCEEDINGS
See Note P - Litigation of the Notes to Consolidated Financial Statements in Item 8 hereof, which is incorporated herein by reference.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted for a vote of security holders through a solicitation of proxies or otherwise during the fourth quarter of the fiscal year ended December 31, 1993. Executive Officers of the Registrant
The following table lists the names and ages of all executive officers of Bancorp as of December 31, 1993 and all persons chosen to become executive officers from that date. All executive officers are elected to serve for a one-year period. There are no arrangements or understandings between such persons and any other persons pursuant to which he was elected as an officer.
There is no family relationship between any director, executive officer, or person nominated or chosen by Bancorp to become a director or executive officer.
Mr. Hale was elected Chairman of the Board of Bancorp and the Bank in September 1991 and Chief Executive Officer of Bancorp in September 1992. Mr. Hale is also the Chairman of the Board and principal stockholder of Hale Intermodal Transport Company, a Baltimore-based transportation company. Prior to becoming Chairman of the Board of Bancorp and the Bank, such company or its predecessors were Mr. Hale's principal occupation since 1975.
Mr. Leberknight joined the Company as President of Bancorp and the Bank in November 1991 and since September 1992 has also served as Chief Executive Officer of the Bank. Prior to joining the Company, Mr. Leberknight was an Executive Vice President of Signet Bank of Maryland. Mr. Leberknight had been with Signet Bank of Maryland, or its predecessor, Union Trust Company of Maryland, since 1981.
Mr. Cicero joined the Company as Executive Vice President and Chief Financial Officer of Bancorp and the Bank in January 1992. From 1985 until joining the Company, Mr. Cicero was Senior Executive Vice President and Chief Financial Officer of Perpetual Savings Bank, FSB, Vienna, Virginia. Prior thereto, Mr. Cicero had served as Senior Vice President and Chief Financial Officer of Equitable Bank, N.A., Baltimore, Maryland.
Mr. Edwards joined the Bank in March 1992 as Senior Vice President and was appointed Executive Vice President of Bancorp and the Bank in February 1993. From 1985 until joining the Bank, Mr. Edwards was Senior Vice President of Perpetual Savings Bank, FSB, Vienna, Virginia. Mr. Edwards has been in banking since 1962.
Mr. Scott joined the Bank in June 1991 and was appointed Executive Vice President of Bancorp and the Bank in January 1992. Previously, Mr. Scott had been an Executive Vice President of Signet Bank of Maryland. Mr. Scott was with Signet Bank of Maryland, or its predecessor Union Trust Company of Maryland, from 1958 to 1991.
Mr. Unger joined the Company in 1984 as President of its lease/finance subsidiary. He was appointed Executive Vice President of the Bank in 1987 and Executive Vice President of Bancorp in 1992. Previously, Mr. Unger had been Executive Vice President of Maryland National Leasing Corporation, and has been involved in the financial services industry since 1969.
Mr. Hollerbach joined the Company as special assistant to the Chief Executive Officer in September 1991, was appointed Senior Vice President and Controller in 1992 and Controller of Bancorp in 1993. Mr. Hollerbach previously held management positions with Citicorp and Maryland National Bank.
Mr. Stackhouse joined the Bank as President of Atlantic Residential Mortgage Corporation in August 1989 and was appointed Senior Vice President of the Bank in September 1992. Mr. Stackhouse has 29 years of experience in the banking or mortgage banking industry including 13 years with the Federal Home Loan Mortgage Corporation where he served as Regional Vice President for both the Western and Northeast Regions.
PART II.
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated herein by reference to the information appearing under the captions "Dividends Declared" and "Stock Prices" in the table of Consolidated Quarterly Results of Operations, Market Prices and Dividends (Unaudited) on page 54 and under the captions "Stock Listing" and "Number of Stockholders" on the inside back cover, of the Company's Annual Report to Stockholders for the year ended December 31, 1993. As to restrictions on the payment of dividends, see the first three paragraphs under Note S of the Notes to Consolidated Financial Statements on page 46 of such Annual Report and Note K of the Notes to Consolidated Financial Statements on page 40 of such Annual Report, which information is also incorporated herein by reference.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Information required by this item is incorporated herein by reference to the table of Selected Financial Data appearing on page 55 of the Company's Annual Report to Stockholders for the year ended December 31, 1993.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information required by this item is incorporated herein by reference to the information appearing under the caption "Financial Review" on pages 9 to 25 of the Company's Annual Report to Stockholders for the year ended December 31, 1993.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item and the auditors' report thereon are incorporated herein by reference to pages 26 to 54 of the Company's Annual Report to Stockholders for the year ended December 31, 1993.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors of Bancorp is omitted from the report as the Company will file a definitive proxy statement not later than 120 days after the end of the fiscal year covered by this Report, and the information to be included therein is incorporated herein by reference. The information required by this item with respect to Executive Officers of the Registrant is included in Part I of this Report.
Item 11.
Item 11. EXECUTIVE COMPENSATION
Information regarding compensation of executive officers and directors is omitted from this Report as the Company will file a definitive proxy statement not later than 120 days after the end of the fiscal year covered by this Report, and the information included therein (excluding the Compensation Committee Report on Executive Compensation and the Comparative Company Performance) is incorporated herein by reference.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is omitted from this Report as the Company will file a definitive proxy statement not later than 120 days after the end of the fiscal year covered by this Report, and the information included therein is incorporated herein by reference.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is omitted from this Report as the Company will file a definitive proxy statement not later than 120 days after the end of the fiscal year covered by this Report, and the information included therein is incorporated herein by reference.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) The report of independent auditors and the following consolidated financial statements of Bancorp and subsidiaries are incorporated herein by reference to the 1993 Annual Report to Stockholders (page number references are to the 1993 Annual Report to Stockholders in Item 8).
Page
Report of Independent Auditors 26
Consolidated Statements of Financial Condition - December 31, 1993 and 1992 27
Consolidated Statements of Income - Years ended December 31, 1993, 1992 and 1991 28
Consolidated Statements of Changes in Stockholders' Equity - Years ended December 31, 1993, 1992, and 1991 29
Consolidated Statements of Cash Flows - Years ended December 31, 1993, 1992, and 1991 30-31
Notes to Consolidated Financial Statements 32-51
(a) (2) See schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission which are not required under the related instructions or are inapplicable and therefore have been omitted.
(a) (3) Exhibits The following is an index of the exhibits included in this report:
3.1(i) Articles of Incorporation, as amended of Baltimore Bancorp (incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 1988).
3.1(ii) By-laws of Baltimore Bancorp, as amended and restated (incorporated by reference from Current Report on Form 8-K dated February 18, 1994).
4.1 Indenture dated as of April 1, 1986 between Baltimore Bancorp and Manufacturers Hanover Trust Company, as Trustee (incorporated by reference from Registration Statement on Form S-1; file no. 33-4193).
4.2 First Supplemental Indenture dated as of December 15, 1987 between Baltimore Bancorp and Manufacturers Hanover Trust Company, as Trustee (incorporated by reference from Registration Statement on Form S-3; file no. 33-18873).
10.1 1984 Stock Option Plan of Baltimore Bancorp (incorporated by reference from Registration Statement on Form S-1; file no. 2-92922).
10.2 Unfunded Deferred Compensation Plan for Non- Employee Director of Baltimore Bancorp (incorporated by reference from Registration Statement on Form S-1; file no. 2-92922).
10.3 Incentive Compensation Plan of The Bank of Baltimore (incorporated by reference from Registration Statement on Form S-1; file no. 33- 4193).
10.4 Resolutions of the Board of Directors of Baltimore Bancorp adopted March 12, 1986 relating to employment matters (incorporated by reference from Registration Statement on Form S-1; file no. 33- 4193).
10.5 Baltimore Bancorp 1988 Stock Incentive Plan (included as an exhibit to the Proxy Statement for the 1989 Annual Meeting of Stockholders).
10.6 Agreement of Lease dated July 2, 1987 between Calvert-Baltimore Associates Limited Partnership and The Bank of Baltimore (incorporated by reference from 1987 Annual Report on Form 10-K).
10.7 Agreements of Sale and Purchase dated December 5, 1989 between Bethesda-BOB Limited Partnership, Ruskaup Motors Corporation Simplified Employee Pension Plan and The Bank of Baltimore (incorporated by reference from 1989 Annual Report on Form 10-K).
10.8 Lease Agreements dated December 5, 1989 Between Bethesda-BOB Limited Partnership and The Bank of Baltimore (incorporated by reference from 1989 Annual Report on Form 10-K).
10.9 Baltimore Bancorp 1992 Stock Option Plan (included as an exhibit to the Proxy Statement for the 1993 Annual Meeting of Stockholders).
10.10 Baltimore Bancorp Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Prospectus dated September 17, 1992 included in Registration Statement on Form S-3; file no. 33-51448)
10.11 Baltimore Bancorp Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Prospectus dated May 28, 1993 included in Registration Statement on Form S-3; file no. 33- 60370).
11 Statement Re: Computation of per share earnings (filed herewith).
13 Annual Report to Stockholders for the year ended December 31, 1993 (filed herewith).
21 Subsidiaries of Baltimore Bancorp (filed herewith).
23 Consent of Independent Auditors (filed herewith).
(b) No reports on Form 8-K were filed by Baltimore Bancorp during the fourth quarter of 1993.
(c) Exhibits to this Form 10-K are attached.
(d) Not applicable.
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.
BALTIMORE BANCORP (Registrant)
March 29, 1994 /s/ Joseph A. Cicero __________________________ Joseph A. Cicero Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Principal Executive Officer:
March 16, 1994 /s/ Edwin F. Hale, Sr. __________________________ Edwin F. Hale, Sr. Chairman of the Board and Chief Executive Officer
Principal Financial and Accounting Officer:
March 16, 1994 /s/ Joseph A. Cicero __________________________ Joseph A. Cicero Executive Vice President and Chief Financial Officer
A Majority of the Board of Directors:
March 16, 1994 /s/ Barry B. Bondroff __________________________ Barry B. Bondroff, Director
March 16, 1994 /s/ Conrad H. C. Everhard __________________________ Conrad H. C. Everhard, Director
March 16, 1994 /s/ Bruce H. Hoffman __________________________ Bruce H. Hoffman, Director
March 16, 1994 /s/ Melvin S. Kabik __________________________ Melvin S. Kabik, Director
March 16, 1994 /s/ R. Andrew Larkin, Jr. __________________________ R. Andrew Larkin, Jr., Director
March 16, 1994 /s/ Alan M. Leberknight __________________________ Alan M. Leberknight, Director
March 16, 1994 /s/ James P. O'Conor __________________________ James P. O'Conor, Director
March 16, 1994 /s/ Robert A. Pascal __________________________ Robert A. Pascal, Director
March 16, 1994 /s/ Dennis F. Rasmussen __________________________ Dennis F. Rasmussen, Director
March 16, 1994 /s/ G. Gregory Russell __________________________ G. Gregory Russell, Director
ANNUAL REPORT ON FORM 10-K EXHIBIT INDEX YEAR ENDED DECEMBER 31, 1993
BALTIMORE BANCORP
BALTIMORE, MARYLAND
Exhibit Sequential Number Number
11 Statement Re: Computation of per share earnings 22
13 Annual Report to Stockholders for the year ended December 31, 1993
21 Subsidiaries of Baltimore Bancorp 23-24
23 Consent of Independent Auditors 25