DEFA 14A
Section 1: DEF 14A (DEFINITIVE PROXY STATEMENT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
Bryn Mawr Bank Corporation
(Name of
Registrant as Specified In Its Charter)
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Dear Shareholders and Friends,
I am pleased to report that 2012 was another year of record earnings and accomplishments by Bryn Mawr Bank
Corporation and our principal subsidiary, The Bryn Mawr Trust Company.
Total banking assets exceeded $2 billion for the first time in our
history, and wealth assets reached $6.7 billion, also a new milestone. We are most pleased that our total return to shareholders in 2012, including dividends, was 17.5%.
Listed below are the highlights from the year:
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In May, we acquired the Davidson Trust Company, located right in our existing market. Davidson is a nationally recognized trust and investment
organization that serves individuals, foundations, and non-profits. They bring over $1 billion of wealth assets to us. |
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In November, we acquired the loans, deposits, and a branch from the First Bank of Delaware, headquartered in Wilmington. Along with our two other
Delaware subsidiaries, Lau Associates and The Bryn Mawr Trust Company of Delaware, we now have critical mass in this state. |
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Net income for 2012 was $21.1 million, which included pre-tax due diligence and merger-related expenses of $2.6 million, a 7.9% increase over the
previous year’s results. These strong numbers were due in large part to a healthy increase in wealth services revenue and to our residential mortgage company, which benefited from a robust refinancing market. |
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Diluted earnings per share in 2012, again including due diligence and merger-related expenses, were $1.60, an increase of over 3.8% from the results of
the prior year. |
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Our wealth assets under management, administration, and supervision rose to $6.7 billion due not only to the Davidson acquisition, but also to very
strong organic growth. We remain one of the premier wealth services organizations in the nation. |
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Loan quality remained excellent with non-performing loans and leases at only 0.69% of total assets. Loans increased over 8% in 2012.
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The Board of Directors has shown its confidence in the future of the Corporation by increasing our quarterly dividend to 17 cents (68 cents,
annualized) per share, a rise of 6.3% compared to the 2012 quarterly dividend.
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Although 2012 was an excellent year for the Corporation, there are many headwinds before us. The extremely
low interest rate environment continues to put pressure on our net interest margin. We do not see rates rising meaningfully for at least another two years. In addition, burdensome regulatory and compliance directives continue to flow from Washington
at a regular pace with little benefit to anyone, especially our clients.
However, we will seek to continue to actively grow the Corporation
both organically and through further acquisitions. As you know, we have done five acquisitions in the past five years and all have performed as well as, or better than, expected. The primary concern of the Board of Directors and management remains
to enhance quality shareholder value.
Thank you for your strong support. Should you have any questions or comments, please do not hesitate to
call me on my direct line 610-581-4800.
Sincerely,
Ted Peters
Chairman and Chief Executive Officer
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Recent acquisitions over the last several years have included:
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NOVEMBER 2012 — Acquired deposits, loans and a branch from First Bank of Delaware. |
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MAY 2012 — Acquired Davidson Trust Company. |
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MAY 2011 — Acquired the Private Wealth Management Group from Hershey Trust Company. |
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JULY 2010 — Acquired First Keystone Financial, Inc. |
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JULY 2008 — Acquired Lau Associates LLC, Wilmington, DE.
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ANNUAL MEETING The Annual Meeting of Shareholders of Bryn Mawr Bank Corporation will be held at
Saint Davids Golf Club, 845 Radnor Street Road, Wayne, PA 19087, on Thursday, April 25, 2013, at 11:00 a.m.
STOCK LISTING Bryn
Mawr Bank Corporation common stock is listed on the NASDAQ Global Stock Market LLC under the symbol BMTC.
FORM 10-K A copy of the
Corporation’s Form 10-K, including financial statement schedules as filed with the Securities and Exchange Commission, is available on our website, www.bmtc.com, or upon written request to the Corporate Secretary, Bryn Mawr Bank Corporation,
801 Lancaster Avenue, Bryn Mawr, PA 19010.
EQUAL EMPLOYMENT OPPORTUNITY The Corporation continues its commitment to equal opportunity
employment and does not discriminate with respect to recruitment, hiring, training, or promotion. It is the policy of the Corporation to comply voluntarily with the practices of Affirmative Action.
This discussion contains forward-looking statements. Please see the section entitled “Special Cautionary Notice Regarding Forward-Looking
Statements” in the Annual Report to Shareholders, and the section entitled “Risk Factors” in the Form 10-K posted on the Corporation’s website for discussions of the risks, uncertainties and assumptions associated with these
statements.
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CORPORATE HEADQUARTERS
801 Lancaster Ave., Bryn Mawr, PA 19010 • 610-525-1700 • www.bmtc.com
DIRECTORS
Andrea F. Gilbert, President, Bryn Mawr Hospital
Donald S. Guthrie, Attorney at Law
Wendell F. Holland, Partner, Saul Ewing LLP
Scott M. Jenkins, President, S. M. Jenkins & Co.
Jerry L. Johnson, Principal, Heffler Claims Group
David E. Lees, Senior Partner, myCIO Wealth
Partners, LLC
Francis J. Leto, Executive Vice President, General Counsel, Wealth Management Division
Lynn B. McKee, Executive Vice President, ARAMARK
Britton H. Murdoch, Managing Director, Strattech Partners, LLC
Frederick C. “Ted”
Peters II, Chairman, President & Chief Executive Officer, Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company
MARKET
MAKERS
Boenning & Scattergood, Inc.
Credit Suisse Securities USA
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Guggenheim
Partners LLC
Janney Montgomery Scott LLC
Keefe, Bruyette & Woods, Inc.
Morgan Stanley & Co., Inc.
Sandler O’Neill & Partners, LP
Sterne, Agee & Leach, Inc.
Stifel,
Nicolaus & Co.
UBS Securities LLC
For a complete list, visit our website at www.bmtc.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
KPMG LLP, 1601 Market Street, Philadelphia, PA 19103
LEGAL COUNSEL
McElroy, Deutsch, Mulvaney & Carpenter, LLP
One Penn Center at Suburban Station
1617 John
F. Kennedy Boulevard, Suite 1500, Philadelphia, PA 19103
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600, Philadelphia, PA 19103-7098
BRYN MAWR BANK CORPORATION
Frederick C. “Ted” Peters II, Chairman,
President & Chief Executive Officer
Geoffrey L. Halberstadt, Corporate Secretary
J. Duncan Smith, CPA, Treasurer and Assistant Secretary
Francis J. Leto, Vice President, General Counsel
PRINCIPAL SUBSIDIARY
The Bryn Mawr Trust Company
Subsidiary of Bryn
Mawr Bank Corporation
EXECUTIVE MANAGEMENT
Frederick C. “Ted” Peters II, Chairman, President & Chief Executive Officer
Alison E. Gers, Executive Vice President, Retail Banking, Central Sales, Marketing, Information Systems & Operations
Geoffrey L. Halberstadt, Executive Vice President, Chief Risk Officer and Corporate Secretary
Joseph G. Keefer, Executive Vice President and Chief Lending Officer
Francis J. Leto, Executive
Vice President, General Counsel, Wealth Management Division
J. Duncan Smith, CPA, Executive Vice President and Chief Financial Officer
WEALTH MANAGEMENT DIVISION
10 South Bryn Mawr Avenue, Bryn Mawr, PA 19010
One West Chocolate Avenue, Hershey, PA 17033
20
North Waterloo Road, Devon, PA 19333
LIFE CARE COMMUNITY OFFICES
Beaumont at Bryn Mawr Retirement Community, Bryn Mawr, PA
Bellingham Retirement Living, West
Chester, PA
Martins Run Life Care Community, Media, PA
Rosemont Presbyterian Village, Rosemont, PA
The Quadrangle, Haverford, PA
Waverly Heights, Gladwyne, PA
White Horse
Village, Newtown Square, PA
OTHER SUBSIDIARIES AND FINANCIAL SERVICES
BMT Leasing, Inc.
Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
James A. Zelinskie, Jr., President
BMT
Mortgage Company
Division of The Bryn Mawr Trust Company, Bryn Mawr, PA
Myron H. Headen, President
BMT Settlement Services, Inc.
Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
Myron H. Headen, President
The Bryn Mawr Trust Company of Delaware
Subsidiary of Bryn Mawr Bank Corporation, Greenville, DE
Robert W. Eaddy, President
Insurance Counsellors of Bryn Mawr, Inc.
Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
Thomas F. Drennan, President
Lau Associates LLC
Subsidiary of Bryn Mawr Bank Corporation, Greenville, DE
Judith W. Lau, CFP®, President
REGISTRAR & TRANSFER AGENT
Computershare
PO Box 358015, Pittsburgh, PA
15252-8015
https://www-us.computershare.com/investor
INVESTOR RELATIONS
Chad Fortenbaugh, Financial Analyst
610-581-4823