SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 18, 2003
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FIRST MARINER BANCORP
(Exact name of Registrant as specified in Charter)
Maryland 000-21815 52-1834860
(State or other Jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
3301 Boston Street, Baltimore, MD 21224
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (410) 342-2600
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
$12 MILLION PLACEMENT OF PREFERRED SECURITIES. On August 18, 2003,
First Mariner Bancorp (the "Company") completed a $12.0 million placement of
Floating Rate Preferred Securities (the "Preferred Securities") through its
wholly-owned subsidiary, Mariner Capital Trust IV.
The securities described herein will not be registered under the Securities
Act of 1933 and may not be sold in the United States without registration or an
applicable exemption from the registration requirements.
REDEMPTION OF 1998 SECURITIES. The Company intends to use the net proceeds
of the placement of the Preferred Securities, consisting approximately
$11,790,000, plus other funds available to the Company, to redeem $21,450,000
principal amount of preferred securities issued by Mariner Capital Trust in June
1998. The June 1998 preferred securities bear interest at a fixed rate of 8.30%;
they will be redeemed at par on or about October 1, 2003.
Further information regarding the foregoing is set forth in the press
release attached hereto as Exhibit 99.1 and is incorporated into this Form 8-K
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 Junior Subordinated Indenture, dated as of August 18, 2003
between First Mariner Bancorp and The Bank of New York, as
Trustee (1)
4.2 Amended and Restated Declaration of Trust, dated as of
August 18, 2003 among First Mariner Bancorp, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware),
as Delaware Trustee and The Administrative Trustees (1)
4.3 Guarantee Agreement dated as of August 18, 2003, between
First Mariner Bancorp and The Bank of New York, as Guarantee
Trustee (1)
99.1 Press release dated August 20, 2003 announcing the
placement.
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(1) Not filed in accordance with the provisions of Item 601(b)(4)(iii) of
Regulation SK. First Mariner Bancorp agrees to provide a copy of these
documents to the Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST MARINER BANCORP
Date: August 20, 2003 By: /s/ Joseph A. Cicero
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Joseph A. Cicero
President and Chief Operating Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Junior Subordinated Indenture, dated as of August 18, 2003 between
First Mariner Bancorp and The Bank of New York, as Trustee (1)
4.2 Amended and Restated Declaration of Trust, dated as of August 18, 2003
among First Mariner Bancorp, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee and The
Administrative Trustees (1)
4.3 Guarantee Agreement dated as of August 18, 2003, between First Mariner
Bancorp and The Bank of New York, as Guarantee Trustee (1)
99.1 Press release dated August 20, 2003 announcing the placement.
____________________________
(1) Not filed in accordance with the provisions of Item 601(b)(4)(iii) of
Regulation SK. First Mariner Bancorp agrees to provide a copy of these documents
to the Commission upon request.