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): November 19, 2012

 

 

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter)

 

 

 

Pennsylvania   0-15261   23-2434506

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

On November 14, 2012, The Bryn Mawr Trust Company (the “ Bank ”), which is a wholly owned subsidiary of Bryn Mawr Bank Corporation (the “ Corporation ”), entered into a definitive Second Amendment (the “ Second Amendment ”) to that certain Purchase and Assumption Agreement, dated as of April 27, 2012, as amended by that certain Amendment (the “ Amendment ”) to the Purchase and Assumption Agreement, dated as of October 12, 2012 (together with the Amendment and the Second Amendment, the “ Agreement ”), between the Bank and First Bank of Delaware (“ FBD ”). The Amendment served to revise the date at which, if the transaction has not closed, a party may terminate the Agreement from November 15, 2012 to November 16, 2012.

Capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement.

The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference in its entirety.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

On November 16, 2012, the Bank’s previously announced acquisition (the “ Acquisition ”) of certain consumer and business deposit and loan accounts as well as FBD’s branch located at Brandywine Commons, 1000 Rocky Run Parkway, Wilmington, Delaware (the “ Branch ”), and assumption of certain of the deposit liabilities of FBD, as contemplated by the Agreement, was completed.

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 press release dated November 19, 2012, attached as Exhibit 99.1 hereto, each of which are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

  

Description

Exhibit 2.1    Amendment to Purchase and Assumption Agreement, dated as of November 14, 2012, by and between The Bryn Mawr Trust Company and First Bank of Delaware*
Exhibit 99.1    Press Release dated November 19, 2012 related to the completion of the Acquisition

 

* The schedules to the Agreement have been omitted in accordance with Item 601(b) of Regulation S-K.

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.

 

BRYN MAWR BANK CORPORATION
  By:  

/s/ Frederick C. Peters II

  Frederick C. Peters II
  President and CEO

Date: November 19, 2012

EXHIBITS INDEX

 

Exhibit

  

Description

Exhibit 2.1    Amendment to Purchase and Assumption Agreement, dated as of November 14, 2012, by and between The Bryn Mawr Trust Company and First Bank of Delaware*
Exhibit 99.1    Press Release dated November 19, 2012 related to the completion of the Acquisition

 

* The schedules to the Agreement have been omitted in accordance with Item 601(b) of Regulation S-K.

Exhibit 2.1

AMENDMENT TO PURCHASE AND ASSUMPTION AGREEMENT

THIS AMENDMENT is made November 14, 2012 by and between THE BRYN MAWR TRUST COMPANY, a Pennsylvania bank and trust company (“Purchaser”), and FIRST BANK OF DELAWARE, a Delaware chartered bank (“Seller”).

Recitals :

A. Seller and Purchaser entered into a certain Purchase and Assumption Agreement dated as of April 27, 2012, as amended by that certain Amendment to Purchase and Assumption Agreement dated October 12, 2012 (collectively, the “Purchase and Assumption Agreement”).

B. Seller and Purchaser desire to further extend the date by which the transaction contemplated by the Purchase and Assumption Agreement must be completed.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, Purchaser and Seller agree as follows:

1. Defined Terms . Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase and Assumption Agreement.

2. Termination Date . Section 11.1(a) of the Purchase and Assumption Agreement shall be amended and restated to read as follows:

“(a) by either Purchaser or Seller, in writing five (5) days in advance of such termination, if the Closing has not occurred by the later of (1) November 16, 2012, or (2) 30 days after the receipt of the last required Regulatory Approval (provided that no party shall be permitted to terminate this Agreement if the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party);”

3. Counterparts . This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Delivery of a signed counterpart by any method of electronic transmission (including without limitation by telecopier or email) shall have the same legal effect as the delivery of an executed original.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Purchaser and Seller have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

    THE BRYN MAWR TRUST COMPANY
By:  

/s/ Francis J. Leto

Name:   Francis J. Leto
Title:   Executive Vice President and General Counsel
    FIRST BANK OF DELAWARE
By:  

/s/ Joseph J. Manion, Jr.

Name:   Joseph J. Manion, Jr.
Title:   Acting President and CEO

Exhibit 99.1

 

LOGO

Bryn Mawr Bank Corporation

 

FOR RELEASE: IMMEDIATELY       Ted Peters, Chairman
FOR MORE INFORMATION CONTACT:       610-581-4800
      Francis J. Leto, EVP
      610-581-4730
      J. Duncan Smith, CFO
      610-526-2466

The Bryn Mawr Trust Company Completes Acquisition of Deposits, Loans and a Branch from First Bank of Delaware

BRYN MAWR, Pa., November 19, 2012, - Bryn Mawr Bank Corporation (NASDAQ: BMTC) (the “Corporation”), parent of The Bryn Mawr Trust Company (the “Bank”), today announced that the Bank has completed its previously announced acquisition of deposits, loans and a branch from the First Bank of Delaware.

The acquisition increased the Bank’s loans and deposits by approximately $80 million and $70 million, respectively. Former First Bank of Delaware customers’ accounts were converted to Bryn Mawr Trust’s computer systems effective November 17, 2012. All of Bryn Mawr Trust’s eighteen full-service branches are immediately available for customer transactions.

Ted Peters, Chairman and CEO, commented, “We look forward to welcoming our new customers and staff members. This acquisition allows us to open our first full-service branch in Delaware, with a critical mass of loans and deposits on day one. Customers will enjoy the benefits of a more robust line of products and services and an expanded branch network.

Over the last few years we have been investing in strategic opportunities in the state of Delaware, including the formation of The Bryn Mawr Trust Company of Delaware and the acquisition of Lau Associates LLC. We intend to look for other quality growth opportunities that will return value to our shareholders.”

 

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This was a cash transaction. For a more complete description of the transaction please review our filings with the Securities and Exchange Commission (the “SEC”), which will be 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 financial and other projections as well as statements regarding the Corporation’s future strategies, plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. Statements preceded by, followed by or that include 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,” and “believe” or other similar words and phrases may identify forward-looking statements. Numerous competitive, economic, regulatory, legal and technological factors, among others, could cause the Corporation’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. The Corporation cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact on any future events. 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 whether written or oral, that may be made from time to time by the Corporation or by or on behalf of its subsidiaries. For

 

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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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