ITEM 1. BUSINESS -----------------
GENERAL ------- BRYN MAWR BANK CORPORATION --------------------------
Bryn Mawr Bank Corporation (the "Corporation"), hereinafter sometimes referred to as the Registrant, was incorporated under the laws of the Commonwealth of Pennsylvania on August 8, 1986. The Corporation is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "Act"). On January 2, 1987, under a Plan of Reorganization, the Corporation acquired all of the issued and outstanding shares of The Bryn Mawr Trust Company (the "Bank"), through an exchange of three shares of the Corporation stock for each share of Bank
stock issued.
THE BRYN MAWR TRUST COMPANY ---------------------------
The Bank, the principal subsidiary of the Corporation, is a state chartered bank subject to the Pennsylvania Banking Code of 1965, as amended, and was incorporated under the laws of the Commonwealth of Pennsylvania on March 25, 1889. The Bank is engaged in general commercial and retail banking business, providing basic banking services as well as a full range of trust services.
OPERATIONS OF BRYN MAWR FINANCIAL SERVICES, INC. AND PROFIT RESEARCH CONSULTING, INC. ARE DISCONTINUED.
Bryn Mawr Financial Services, Inc. ("BMFS") and Profit Research Consulting Inc. ("PRC") were formed to provide counter-cyclical fee income to the Corporation of a different nature than the predominately interest income earned by the Bank. During 1992 the Corporation's management evaluated the financial performance and the current and estimated future additional capital requirements of these entities. Based on that evaluation, the Corporation's management determined to dissolve PRC and discontinue the operations of BMFS. However, the Corporation may again commence the operations of BMFS at a future time.
SUMMARY ------- The Corporation will concentrate its resources to expand the Bank's market penetration by providing superior deposit, lending, trust and other banking services to its existing customers and obtain additional customers in its market in Montgomery, Delaware and Chester counties of Pennsylvania and to successfully address the other challenges in the Bank's ever changing competitive market.
OPERATIONS ---------- BRYN MAWR BANK CORPORATION --------------------------
The Corporation had no active staff as of December 31, 1994 and conducted no activities other than those activities through its banking subsidiary, except for the leasing of two properties, owned by Corporation, to the Bank, as discussed in Item 2.
ITEM 2. PROPERTIES -------------------
The headquarters of the Corporation and the main office of the Bank are located in a three story stone front office building, consisting of approximately 37,000 net usable square feet, located at the main intersection of Bryn Mawr, Pennsylvania, at Lancaster Avenue and Bryn Mawr Avenue. The main office of the Bank has been located in Bryn Mawr since its founding in 1889. The Corporation acquired two additional properties during 1988. The first property, contiguous to the Bank's main office, houses an expanded drive-up facility and a new meeting room. The second property, located in Bryn Mawr, became the new location of the Bank's Trust Division in mid-December, 1989. Both properties are subject to mortgages as outlined in Note 6 of the Corporation's financial statements on page 28 of its Annual Report and incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commission pursuant to Regulation 14A. The Corporation's other properties are owned free and clear of all liens and encumbrances. Below is a schedule of all properties owned or leased by the Corporation or its subsidiaries.
The Bank: --------
(1) This branch office has been established primarily to meet the needs of the residents of the Life Care Community in which it is located.
(2) This temporary agency remote facility consists of two automatic teller machines primarily for the use of staff and students.
(3) This limited service branch is on the lobby level of a building located in a five building office complex and has been established primarily to meet the needs of the occupants of this office building complex. The lease is for 1102 square feet of space and expires on December 18, 1995.
(4) This property is contiguous to the Bank's main office, originally housed a gas station, which was demolished. This property houses a walk-in lobby, expanded drive-up facility and a new meeting room, put in service in August, 1990.
(5) This property became the new location of the Bank's Trust Division, in mid-December, 1989. The Corporation leased the property to the prior owners on a month-to-month basis through June, 1989.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS --------------------------
Neither the Corporation nor any of its subsidiaries is a party to, nor is any of their property the subject of, any material legal proceedings other than ordinary routine litigation incident to their business.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders which is required to be disclosed pursuant to the instructions contained in the form for this report.
PART II -------
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK ------------------------------------------------- AND RELATED STOCKHOLDER MATTERS -------------------------------
The information required by this Item 5 is incorporated by reference to the information appearing under the caption "Price Range of Shares" on page 21 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA --------------------------------
The information required by this Item 6 is incorporated by reference to the information appearing under the caption "Selected Financial Data" on page 9 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ---------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS -----------------------------------
The information required by this Item 7 is incorporated by reference to the information appearing under the caption "Management's Discussion and Analysis of Financial Condition and Result of Operations" on pages 10 to 21 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ----------------------------------------------------
The financial statements and the auditor's report thereon and supplementary data required by this Item 8 are incorporated by reference on pages 22 to 35 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 9.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON --------------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE -----------------------------------
There were no matters which are required to be disclosed in this Item 9 pursuant to the instructions contained in the form for this report.
PART III -------- ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------------------------------
The information with respect to Directors of the Corporation is incorporated by reference on pages 5 through 7 of the definitive proxy statement of the Corporation filed with the Securities and Exchange Commission pursuant to Regulation 14A.
Executive Officers of the Corporation. Below is certain information ------------------------------------- with respect to the executive officers of the Corporation and Bank as of March 3, 1995:
Mr. Stevens was employed by the Bank in 1960 and elected an Assistant Treasurer in 1962. He was elected an Executive Vice President with responsibility for lending functions in 1968. He was elected a director in 1974 and was elected President and Chief Executive Officer of the Bank, effective January 1, 1980. Upon the formation of the Corporation in 1986, he was elected the President and Chief Executive Officer and a director.
Mr. Wasson was employed by the Bank in 1966. Later that year he was elected an Assistant Treasurer. He was elected a Vice President in 1969 and in 1980 was elected Treasurer of the Bank. In 1981, Mr. Wasson was elected a Senior Vice President and elected a director of the Bank and upon the formation of the Corporation in 1986, he was elected a Vice President and director of the Corporation. In January, 1992, he was elected Secretary of the Corporation and Bank and relinquished the title of Vice President of the Corporation. In November, 1993, he was elected Executive Vice President of the Bank.
Mr. Ricciardi was employed by the Bank in 1971 and elected an Assistant Treasurer in 1973. Mr. Ricciardi was elected an Assistant Vice President of the Bank in 1976 and a Vice President in 1981. In 1989, Mr. Ricciardi was elected Senior Vice President of Real Estate Lending. In November, 1993, he was elected Executive Vice President and assumed responsibility for the Bank's Community Banking Division.
Mr. Rebl was employed by the Bank and elected its Comptroller in 1981. He was elected Vice President and Comptroller in 1983 and Senior Vice President in 1987. Upon the formation of the Corporation in 1986, Mr. Rebl was elected Treasurer of the Corporation. In 1992, Mr. Rebl was designated the Bank's Senior Vice President - Finance. In 1994 Mr. Rebl was designated Treasurer of the Bank.
Mr. Kistler was retained by the Bank as a human resources consultant in November 1992 and was appointed Senior Vice President of Human Resources and Facilities in January 1993. From 1976 to 1992, Mr. Kistler was employed by Philadelphia National Bank (now merged into CoreStates Bank, N.A.) in various capacities including Senior Vice President- Human Resource manager, Secretary of the Board of Directors, CoreStates Financial Corporation as Manager and CoreSearch as a consultant.
Mr. Petro was appointed a Vice President of the Bank in January 1992 and Senior Vice President- Operations in November, 1993. Mr. Petro was the President of PRC from its formation in June 1990 until it ceased operations in December, 1992. Formerly, since August 1986, Mr. Petro was Assistant Vice President and Manager - Banking Group of Management Science Associates, Inc. From November 1981 to August 1986, Mr. Petro was Product Manager for Mellon Bank's DataCenter.
Mr. Sichel was employed by the Bank in September, 1992 as Group Vice President and Chief Investment Officer of the Bank's Trust Department. In November, 1993 he was elected Senior Vice President and head of the Bank's Trust Department. From 1991 until September, 1992, he was a financial consultant and portfolio manager with Merrill Lynch. From 1984 until 1990, he was Vice President- Director of Investment research with First Pennsylvania Bank. From 1977 until 1984, he was Chief Investment Officer for New Jersey National Bank.
Mr. Keefer was employed by the Bank in March, 1991 as Vice President- Commercial Lending and was designated an executive officer of the Bank effective January 1, 1992. In June, 1994, Mr. Keefer was designated Senior Vice President of Commercial and Real Estate Lending. Mr. Keefer was employed by First Pennsylvania Bank N.A. (now merged into CoreStates Bank, N.A.) since 1980 in various lending capacities including Divisional Vice President.
Mr. Krieble was employed by the Bank as Vice President of Consumer Services in August 1992 and was designated as Senior Vice President of Consumer Credit Lending in June, 1994. Formerly Mr. Krieble was a Senior Vice President- consumer loan administration with Meridian Bank since 1968.
Mr. Stenson was employed by the Bank as Auditor in 1982, was elected Vice President and Auditor in 1987 and was formerly an Assistant Vice President of Western Savings Bank.
None of the above executive officers has any family relationship with any other executive officer or with any director of the Corporation or Bank.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION --------------------------------
The information required by this Item 11 is incorporated by reference on pages 8 through 18 of the definitive proxy statement of the Corporation, filed with the Securities and Exchange Commission pursuant to Regulation 14A.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL -------------------------------------------------- OWNERS AND MANAGEMENT ---------------------
The information required by this Item 12 is incorporated by reference on page 2, and pages 5 through 8 of the Corporation's definitive proxy statement, filed with the Securities and Exchange Commission pursuant to Regulation 14A
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS --------------------------------------------------------
There were no relationships or transactions required to be disclosed in this Item 13 pursuant to the instructions contained in the form for this report, as discussed on page 15 of the Corporation's definitive proxy statement, filed with the Securities and Exchange Commission pursuant to Regulation 14A.
PART IV ------- ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES ------------------------------------------------- AND REPORTS ON FORM 8-K -----------------------
(a) The following exhibits are filed as a part of this report. EXHIBIT TABLE ------------- 3 - Articles of Incorporation and By-Laws ----------------------------------------- (A) Articles of Incorporation, effective August 8, 1986, are incorporated by reference to Form S-4 of the Registrant, No. 33-9001. (B) By-Laws of the Registrant, as amended July 20, 1990, is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commission on March 26, 1991.
4 - Instruments defining the rights of security holders ------------------------------------------------------- Articles of Incorporation and By-Laws: See Item 3(A) & (B) above. 10 - Material Contracts ----------------------- (A) Agreement dated December 31, 1990, between The Bryn Mawr Trust Company and Mellon Bank, N.A. is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commission on March 26, 1991. (B) Mortgage dated December 16, 1988 between Fidelity Mutual Life Insurance Company and Bryn Mawr Bank Corporation is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commission on March 28, 1990. (C) Mortgage dated May 18, 1988 between John A. Sparta and Helen M. Sparta of the one part and Bryn Mawr Bank Corporation of the other part, is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commissions on March 28, 1990.
(D) Agreement dated December 20, 1990 between Bryn Mawr Bank Corporation and Profit Research Consulting, Inc., is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commissions on March 28, 1990.
(E) Letter of Understanding dated December 20, 1990, between Bryn Mawr Bank Corporation and Profit Research Group, Inc., is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commissions on March 28, 1990.
(F) License Agreement dated December 20, 1990, between Profit Research Consulting, Inc. and Profit Research Group, Inc., is incorporated by reference to the Corporation's 10-K, filed with the Securities and Exchange Commissions on March 28, 1990.
(G) License Agreement dated December 30, 1994, between Bryn Mawr Bank Corporation and FIserv Cir, Inc. is incorporated by reference to into this filing of the 10-K.
13. Annual Report to Security Holders. ---------------------------------
The Registrant's 1994 Annual Report to Shareholders is filed herewith as Exhibit 13. Such Annual Report, except for the portions thereof that are expressly incorporated by reference herein, is only furnished for the information of the Securities and Exchange Commission and is not deemed to be filed as a part of this Form 10-K.
22. Subsidiaries of the Registrant. ------------------------------
Name State of Incorporation ---- ---------------------- The Bryn Mawr Trust Company Pennsylvania Bryn Mawr Financial Services, Inc. Pennsylvania Profit Research Consulting, Inc. Pennsylvania
23. Consent of Experts. ------------------
Consent of Certified Public Accountants filed herewith as Exhibit 23.
27. Financial Data Schedule -----------------------
Financial Data Schedule filed herewith as Exhibit 27.
99.1 Portions of the Proxy Statement. -------------------------------
Excerpts from the Registrant's Proxy Statement for its 1995 Annual Meeting to be held on April 18, 1995 are filed herewith as Exhibit 99.1.
99.2 Graphic Appendix List ---------------------
Graphic Appendix List filed herewith as Exhibit 99.2
(b) No reports on Form 8-K were filed by the Registrant during the quarter ended December 31, 1994.
INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS -----------------------------------------------------
The report of Independent Certified Public Accountants as pertaining to the Consolidated Financial Statements of Bryn Mawr Bank Corporation and related notes is incorporated by reference to page 35 of the Corporation's 1994 Annual Report to Shareholders.
Consolidated Financial Statements and related notes are incorporated by reference to the Corporation's 1994 Annual Report to Shareholders, and may be found on the pages of said Report as indicated in the parenthesis:
Balance Sheets, December 31, 1994 and 1993 (page 22)
Statements of Income for the years ended December 31, 1994, 1993 and 1992 (page 23)
Statements of Changes in Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 (page 25)
Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 (page 24)
Notes to Financial Statements (pages 26 to 34)
Supplementary Data:
Quarterly Results of Operations are incorporated by reference to the in formation under the caption "Selected quarterly financial data (unaudited)", in Note 13 on page 32 of the Corporation's Annual Report to Shareholders for the fiscal years ended December 31, 1994 and 1993.
Financial Statement Schedules are omitted because of the absence of the conditions under which they are required or because the information called for is included in the Consolidated Financial Statements or notes thereto.
Exhibits:
For information regarding exhibits, including those incorporated by reference, see pages 33 through 34 of this report.
SIGNATURES ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Corporation and in the capacities and on the date indicated.