UNITED STATES
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): May 15, 2012
Bryn Mawr Bank Corporation
(Exact Name of Registrant as specified in its charter)
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Pennsylvania
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0-15261
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23-2434506
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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801 Lancaster Avenue, Bryn Mawr, PA 19010
Registrant’s telephone number, including area code: 610-525-1700
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On May 15, 2012, Bryn Mawr Bank Corporation (the “
Corporation
”), parent of The Bryn Mawr Trust Company (the
“
Bank
”), entered into that certain Amendment to Stock Purchase Agreement (the “
Amendment
”), which amends that certain Stock Purchase Agreement (the “
Agreement
”), dated as of February 3, 2012,
by and among the Corporation, Boston Private Financial Holdings, Inc. and members of Davidson Trust Company’s management group (collectively, the “
Seller Parties
”).
The Amendment served to, among other things, (i) revise the definition of AUM Ratio to reflect an initial Asset Value measurement date of April 30, 2012 instead of the closing date of
May 15, 2012, and make conforming changes to the definitions of Six-Month Payment Date, Twelve-Month Payment Date and Eighteen-Month Payment Date and (ii) revise the closing condition pertaining to Asset Value to incorporate a measurement
date of April 30, 2012 instead of the Closing Date of May 15, 2012. Capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein
by reference in its entirety.
On May 15, 2012, the
Corporation’s previously announced acquisition (the “
Acquisition
”) of all of the issued and outstanding common stock of Davidson Trust Company (“
DTC
”) from the Seller Parties, as contemplated by the Agreement,
was completed. The purchase price paid at closing in cash by the Corporation to the Seller Parties was $7.35 million, with up to $3.15 million to be paid in cash installments on the 6-, 12- and 18-month anniversaries of April 30, 2012, subject to
certain post-closing contingencies relating to DTC’s assets under management.
Immediately after the completion of the Acquisition, DTC
was merged with and into the Bank, a wholly-owned subsidiary of the Corporation, with the Bank surviving the merger.
The foregoing summary of
the Acquisition is not complete and is qualified in its entirety by reference to the complete text of the Agreement and the Amendment. The Corporation also issued a press release dated May 15, 2012, attached as Exhibit 99.1 hereto and incorporated
by reference herein.
On May 15, 2012, the Corporation, awarded 4,908 shares of its Common stock to six (6) individuals (each a
“
Grantee
”) in connection with their employment by the Bank commencing on May 15, 2012 and as an inducement to their acceptance of such employment. Each of the Grantees had been a key employee of DTC immediately prior to the
Acquisition and DTC’s merger into the Bank in accordance with the Agreement.
On May 18, 2012, the Corporation issued a press release
related to the inducement awards discussed above. The press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.
The information in this Current Report on Form 8-K, including the exhibits attached hereto and incorporated by reference into this Item 8.01, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibits attached hereto, shall not
be deemed incorporated by reference into any of the Corporation’s reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit 2.1
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Amendment to Stock Purchase Agreement, dated as of May 15, 2012, by and among Bryn Mawr Bank Corporation, Davidson Trust Company, Boston Private (PA) Corporation, Bruce K. Bauder,
Ernest E. Cecilia, Joseph J. Costigan, William S. Covert, James M. Davidson, Steven R. Klammer, N. Ray Sague, Malcolm C. Wilson, Boston Private Financial Holdings, Inc., and Alvin A. Clay III
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Exhibit 99.1
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Press Release dated May 15, 2012
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Exhibit 99.2
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Press Release dated May 18, 2012
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SIGNATURE
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.
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BRYN MAWR BANK CORPORATION
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By:
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/s/ Frederick C. Peters II
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Frederick C. Peters II
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President and CEO
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Date: May 18, 2012
EXHIBITS INDEX
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Exhibit
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Description
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Exhibit 2.1
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Amendment to Stock Purchase Agreement, dated as of May 15, 2012, by and among Bryn Mawr Bank Corporation, Davidson Trust Company, Boston Private (PA) Corporation, Bruce K. Bauder,
Ernest E. Cecilia, Joseph J. Costigan, William S. Covert, James M. Davidson, Steven R. Klammer, N. Ray Sague, Malcolm C. Wilson, Boston Private Financial Holdings, Inc., and Alvin A. Clay III
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Exhibit 99.1
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Press Release dated May 15, 2012
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Exhibit 99.2
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Press Release dated May 18, 2012
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Exhibit 2.1
AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of May 15, 2012 (this “
Amendment
”), is hereby entered into by and among BRYN MAWR BANK CORPORATION, a Pennsylvania
corporation (“
Buyer
”), BOSTON PRIVATE (PA) CORPORATION, a Delaware corporation (“
BPPA
”), BRUCE K. BAUDER, ERNEST E. CECILIA, JOSEPH J. COSTIGAN, WILLIAM S. COVERT, JAMES M. DAVIDSON, STEVEN R. KLAMMER, N. RAY SAGUE,
MALCOLM C. WILSON (together with BPPA, each, individually, a “
Seller
” and, collectively, the “
Sellers
”), BOSTON PRIVATE FINANCIAL HOLDINGS, INC., a Massachusetts corporation (“
BPFH
”), ALVIN A. CLAY
III (“
Clay
” and, together with BPFH, the “
Seller Principals
”), and DAVIDSON TRUST COMPANY, a Pennsylvania trust company (the “
Company
”). Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to them in the Stock Purchase Agreement, dated as of February 3, 2012, by and among Buyer, BPPA, the Sellers, the Seller Principals and the Company (the “
Stock Purchase Agreement
”).
WHEREAS, pursuant to Section 16.7 of the Stock Purchase Agreement, the Stock Purchase Agreement may not be amended or
modified except in a written document signed by all Parties; and
WHEREAS, the undersigned, constituting each of the Parties,
desire to amend the Stock Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 3.3(b) of the Stock Purchase Agreement is hereby amended by deleting Section 3.3(b) in its entirety and replacing it
with the following:
“(b)
Calculation
. Each “
Contingent Payment
” shall be (i) if the AUM
Ratio is equal to or greater than 90%, $1,050,000, (ii) if the AUM Ratio is less than 90% but greater than 50%, an amount equal to the product of (A) the AUM Multiplier and (B) $1,050,000, or (iii) if the AUM Ratio is equal to or
less than 50%, $0. By way of example, if the Asset Value as of the Baseline Date is $10,000,000 and the Asset Value as of the six-month anniversary of April 30, 2012 is $8,500,000, then (i) the applicable AUM Ratio would be equal to 0.85;
(ii) the AUM Multiplier would be equal to (A) 1
minus
(B) 0.125; and (iii) the Contingent Payment payable on such Six-Month Payment Date would be $918,750.”
2. Section 3.3(c)(iii) of the Stock Purchase Agreement is hereby amended by deleting Section 3.3(c)(iii) in its entirety and
replacing it with the following:
“(iii) “
AUM Ratio
” shall mean:
(A) with respect to the Contingent Payment payable on the Six-Month Payment Date, the
quotient obtained by dividing (I) the Asset Value as of the six-month anniversary of April 30, 2012 by (II) the Asset Value as of the Baseline Date;
(B) with respect to the Contingent Payment payable on the Twelve-Month Payment Date, the quotient obtained by dividing (I) the Asset Value as of the twelve-month anniversary of April 30, 2012 by
(II) the Asset Value as of the Baseline Date; and
(C) with respect to the Contingent Payment payable on the Eighteen-Month
Payment Date, the quotient obtained by dividing (I) the Asset Value as of the eighteen-month anniversary of April 30, 2012 by (II) the Asset Value as of the Baseline Date.”
3. Section 3.3(c)(iv) of the Stock Purchase Agreement is hereby amended by deleting Section 3.3(c)(iv) in its entirety and
replacing it with the following:
“(iv) “
Six-Month Payment Date
” shall mean the tenth Business Day
following the six-month anniversary of April 30, 2012.”
4. Section 3.3(c)(v) of the Stock Purchase Agreement
is hereby amended by deleting Section 3.3(c)(v) in its entirety and replacing it with the following:
“(v)
“
Twelve-Month Payment Date
” shall mean the tenth Business Day following the twelve-month anniversary of April 30, 2012.”
5. Section 3.3(c)(vi) of the Stock Purchase Agreement is hereby amended by deleting Section 3.3(c)(vi) in its entirety and replacing it with the following:
“(vi) “
Eighteen-Month Payment Date
” shall mean the tenth Business Day following the eighteen-month anniversary of
April 30, 2012.”
6. Section 14.2(d) of the Stock Purchase Agreement is hereby amended by deleting
Section 14.2(d) in its entirety and replacing it with the following:
“(d)
Asset Value
. The Asset Value as of
April 30, 2012 shall be equal to or greater than the product of (i) 0.60
and
(ii) the Asset Value as of the Baseline Date.”
7. Except as provided herein, each of the other provisions of the Stock Purchase Agreement shall remain in full force and effect. The parties hereto hereby confirm and agree that the amendment and/or
waiver provisions of the Stock Purchase Agreement shall remain in full force and effect and any amendment or waiver of any terms of the Stock Purchase Agreement (as modified hereby) shall be governed by, and be effect in accordance with, the terms
of the Stock Purchase Agreement.
8. This Amendment shall be construed, performed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.
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9. This Amendment may be executed in counterparts (including by facsimile or other
electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.
10. This Amendment, including the Schedules, Exhibits, Annexes, certificates and lists referred to herein, any documents executed by the Parties simultaneously herewith or pursuant thereto constitute the
entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, written or oral, between the Parties with respect to such subject matter.
[Remainder of Page Left Blank]
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WITNESS THE DUE EXECUTION AND DELIVERY HEREOF, intending to be legally bound hereby as of
the date first stated above.
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SELLERS:
BOSTON PRIVATE (PA) CORPORATION
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By:
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/s/ Margaret W. Chambers
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/s/ Bruce K. Bauder
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Name: Margaret W. Chambers
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Name: BRUCE K. BAUDER
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Title:
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/s/ Ernest E. Cecilia
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/s/ Joseph J. Costigan
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Name: ERNEST E. CECILIA
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Name: JOSEPH J. COSTIGAN
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/s/ William S. Covert
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/s/ James M. Davidson
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Name: WILLIAM S. COVERT
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Name: JAMES M. DAVIDSON
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/s/ Steven R. Klammer
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/s/ N. Ray Sague
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Name: STEVEN R. KLAMMER
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Name: N. RAY SAGUE
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/s/ Malcolm C. Wilson
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Name: MALCOLM C. WILSON
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SELLER PRINCIPALS:
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BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
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By:
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/s/ David J. Kaye
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/s/ Alvin A. Clay III
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Name: David J. Kaye
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Name: ALVIN A. CLAY III
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Title: Executive Vice President and Chief Financial Officer
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[Signature
Page to Amendment to Stock Purchase Agreement]
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COMPANY:
DAVIDSON TRUST COMPANY
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BUYER:
BRYN MAWR BANK CORPORATION
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By:
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/s/ Steven R. Klammer
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By:
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/s/ Francis J. Leto
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Name: Steven R. Klammer
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Name: Francis J. Leto
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Title: President
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Title: Vice President
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[Signature
Page to Amendment to Stock Purchase Agreement]
Exhibit 99.1
Bryn Mawr Bank Corporation
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FOR RELEASE: IMMEDIATELY
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Ted Peters, Chairman
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FOR MORE INFORMATION CONTACT:
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610-581-4800
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Francis J. Leto, EVP
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610-581-4730
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J. Duncan Smith, CFO
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610-526-2466
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Bryn Mawr Bank Corporation Completes Acquisition of Davidson Trust Company Increasing Wealth Assets by
Approximately $1 Billion
BRYN MAWR, Pa., May 15, 2012 - Bryn Mawr Bank Corporation (NASDAQ: BMTC), (the “Corporation”), parent
of The Bryn Mawr Trust Company (the “Bank”), today announced the completion of its previously announced acquisition of the Davidson Trust Company (the “Company”) from Boston Private Financial Holdings, Inc. and members of the
Company’s management group.
The acquisition increases the Bank’s Wealth Management Division assets under management by
approximately $1 billion, or more than 19%. Ted Peters, Chairman and Chief Executive Officer of the Corporation commented, “We have been working closely with the Davidson team over the past few months. As a result of this interaction, I am even
more excited about this acquisition today than when it was first announced.” Francis J. Leto, Executive Vice President and head of the Wealth Management Division added, “We are getting a very talented staff and a wonderful group of
clients. The investment management business is very important to us and we expect significant growth as a result of the synergy from this combination.”
James M. Davidson, Chairman and Founder of Davidson Trust Company commented, “Our clients are very familiar with Bryn Mawr Trust, and they were pleased to learn that we would be joining such a fine
company. This is a very good opportunity for everyone involved.”
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The Bank will continue to operate the Company’s business from its current location at 20 N. Waterloo
Road, Devon, PA and clients will continue to be supported by the investment advisors and client service teams with whom they have worked in the past.
To view details of the transaction please review our filings with the Securities and Exchange Commission, which is available on our website www.bmtc.com.
FORWARD LOOKING STATEMENTS AND SAFE HARBOR
This press release contains statements which, to the extent that they are not recitations of historical fact may constitute forward-looking statements for purposes of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include, but are not limited to, financial and other projections as well as statements regarding the Corporation’s future plans, objectives,
performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”,
“possibly”, “expect,” “anticipate,” “intend”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”,
“continue”, “plan”, “forecast”, “project”, “are optimistic” and “believe” or other similar words and phrases may identify forward-looking statements. Persons reading this press release are
cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different.
Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause our actual results, events or
developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements, and so our business and financial condition and results of operations
could be materially and adversely affected. Such factors include, among others, our need for capital, our ability to control operating costs and expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities and
overall quality of the composition of our loan, lease and securities portfolio; the impact of economic conditions, consumer and business spending habits, and real estate market conditions on our business and in our market area; changes in the levels
of general interest rates, deposit interest rates, or net interest margin and funding sources; changes in banking regulations and policies and the possibility that any banking agency approvals we
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might require for certain activities will not be obtained in a timely manner or at all or will be conditioned in a manner that would impair our ability to implement our business plans; changes in
accounting policies and practices; the inability of key third-party providers to perform their obligations to us; our ability to attract and retain key personnel; competition in our marketplace; war or terrorist activities; material differences in
the actual financial results, cost savings and revenue enhancements associated with our acquisitions; and other factors as described in our securities filings. All forward-looking statements and information set forth herein are based on
Management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. The Corporation does not undertake to update forward-looking statements.
For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the Securities and Exchange Commission, including our most
recent annual report on Form 10-K, as well as any changes in risk factors that we may identify in our quarterly or other reports filed with the SEC.
# # # #
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Exhibit 99.2
Bryn Mawr Bank Corporation
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FOR RELEASE: IMMEDIATELY
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Ted Peters, Chairman
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FOR MORE INFORMATION CONTACT:
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610-581-4800
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Francis J. Leto, EVP
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610-581-4730
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J. Duncan Smith, CFO
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610-526-2466
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Bryn Mawr Bank Corporation Board Awards Shares of Restricted Stock to Former
Key Employees of Davidson Trust Company
BRYN MAWR, Pa., May 18, 2012 (GLOBE NEWSWIRE) — Bryn Mawr Bank Corporation (Nasdaq:BMTC), (the “Corporation”), parent of The Bryn
Mawr Trust Company (the “Bank”), today announced that it has awarded 4,908 shares of its Common stock to Ernest Cecilia and 4,908 shares each to five (5) other individuals (each a “Grantee”) in connection with their
employment by the Bank commencing on May 15, 2012 and as an inducement to their acceptance of such employment. Each of the Grantees had been a key employee of Davidson Trust Company (“DTC”) immediately prior to its acquisition by the
Corporation and DTC’s merger into the Bank.
Hereafter in this Release any reference to “Corporation” shall include the Bank
and all other subsidiaries of the Corporation.
In the case of each Grantee, 1,227 shares were fully vested immediately and not subject to any
risks of forfeiture, other than the non-compete and other restrictions described below. Of the remaining 3,681, shares, 1,227 shares would vest on May 15, 2013, May 15, 2014 and May 15, 2015, respectively provided that Grantee
remained continuously employed by the Corporation through the designated date.
If, at any time on or after May 15, 2012 through the end
of the two-year period following a Grantee’s termination of employment with the Corporation, the Grantee engages in any activity inimical, contrary or harmful to the interests of the Corporation including, but not limited to the activities set
forth below, for any shares that have become vested, the Grantee shall pay to the Corporation the market value of the shares on May 15, 2012 or the day the Grantee engaged in such activity, whichever is greater. The offending activities may
include, but are not limited to:
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conduct related to the Grantee’s employment for which either criminal or civil penalties against the Grantee may be brought;
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violations of the Corporation’s policies, including, without limitation, the Corporation’s insider trading policy;
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solicitation of any customer of the Corporation for business which would result in such customer terminating their relationship with the Corporation;
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solicitation or inducement of any individual who is an employee or director of the Corporation to leave the Corporation or otherwise terminate their
relationship with the Corporation;
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disclosure or use of any confidential information or material concerning the Corporation in an inappropriate manner; or
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participation in a hostile takeover attempt.
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FORWARD LOOKING STATEMENTS AND SAFE HARBOR
This press release contains statements which, to the extent that they are not recitations of historical fact may constitute forward-looking statements for purposes of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation’s future plans, objectives, performance, revenues, growth,
profits, operating expenses or the Corporation’s underlying assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect,”
“anticipate,” “intend”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “plan”,
“forecast”, “project”, “are optimistic”, “are looking”, “are looking forward” and “believe” or other similar words and phrases may identify forward-looking statements. Persons reading this
press release are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different.
Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause our actual results, events or
developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements, and so our business and financial condition and results of operations
could be materially and adversely affected. Such factors include, among others, our need for capital, our ability to control operating costs and expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities and
overall quality of the composition of our loan, lease and securities portfolio; the impact of economic conditions, consumer and business spending habits, and real estate market conditions on our business and in our market area; changes in the levels
of general interest rates, deposit interest rates, or net interest margin and funding sources; changes in banking regulations and policies and the possibility that any banking agency approvals we might require for certain activities will not be
obtained in a timely manner or at all or will be conditioned in a manner that would impair our ability to implement our business plans; changes in accounting policies and practices; the inability of key third-party providers to perform their
obligations to us; our ability to attract and retain key personnel; competition in our marketplace; war or terrorist activities; material differences in the actual financial results, cost savings and revenue enhancements associated with our
acquisitions; and other factors as described in our securities filings. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the
date they are made. The Corporation does not undertake to update forward-looking statements.
For a more complete discussion of the
assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K, as well as any changes in risk factors that we
may identify in our quarterly or other reports filed with the SEC.
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