0001144204-15-029306.txt : 20150511 0001144204-15-029306.hdr.sgml : 20150511 20150511163205 ACCESSION NUMBER: 0001144204-15-029306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150507 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150511 DATE AS OF CHANGE: 20150511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHORE BANCSHARES INC CENTRAL INDEX KEY: 0001035092 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521974638 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22345 FILM NUMBER: 15851200 BUSINESS ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 BUSINESS PHONE: 4108221400 MAIL ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 8-K 1 v410287_8k.htm FORM 8-K

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 11, 2015 (May 7, 2015)

 

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland 0-22345 52-1974638
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation or organization)   Identification No.)

 

28969 Information Lane, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (410) 763-7800

 

N/A

(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:

 

¨ 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 1.02 Termination of a Material Definitive Agreement.

 

On May 7, 2015, The Talbot Bank of Easton, Maryland (the “Bank”), the wholly owned subsidiary of Shore Bancshares, Inc. (the “Company”), announced that the Federal Deposit Insurance Corporation (the “FDIC”) and the Maryland Commissioner of Financial Regulation (the “Commissioner”) had terminated the Consent Order (the “Order”) that the Bank entered into on May 24, 2013.

 

Pursuant to the Order, the Bank was required, among other things, to meet and maintain the following minimum capital levels (i) a leverage ratio (the ratio of Tier 1 capital to total assets) of at least 8%, and (ii) a total risk-based capital ratio (the ratio of qualifying total capital to risk-weighted assets) of at least 12%. As of March 31, 2015, the Bank’s leverage ratio and total risk-based capital ratio were 9.36% and 13.96%, respectively, which exceeded the Order’s minimum capital requirements. Based on the Bank’s capital levels at March 31, 2015 and following the termination of the Order by the FDIC and the Commissioner, the Bank can now be categorized as “well capitalized.”

 

While the Order has been terminated, the Bank will be required to continue to adhere to certain requirements and restrictions based on commitments made to the FDIC and the Commissioner in connection with the termination of the Order, which include, among other things, continued reduction of classified assets and maintenance of capital in excess of regulatory minimums.

 

A copy of the press release issued by the Bank on May 11, 2015 is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

 

2
 

  

SIGNATURES

 

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.

   

  SHORE BANCSHARES, INC.
   
Dated: May 11, 2015 By:  /s/ Lloyd L. Beatty, Jr.
    Lloyd L. Beatty, Jr.
    President and Chief Executive Officer

  

3
 

  

EXHIBIT INDEX 

 

Exhibit 

Number 

 Description
   
99.1 Press release dated May 11, 2015 (furnished herewith)

  

4

 

 EX-99.1 2 v410287_ex99-1.htm EXHIBIT 99.1

Talbot Bank Announces Termination of Consent Order

EASTON, Md., May 11, 2015 /PRNewswire/ -- The Talbot Bank of Easton, Maryland (the "Bank"), the wholly owned subsidiary of Shore Bancshares, Inc. (the "Company") (NASDAQ: SHBI), announced today that the Federal Deposit Insurance Corporation (the "FDIC") and the Maryland Commissioner of Financial Regulation (the "Commissioner") have terminated the Consent Order (the "Order") the Bank entered into on May 24, 2013.

While the Order has been terminated, the Bank will be required to continue to adhere to certain requirements and restrictions based on commitments made to the FDIC and the Commissioner in connection with the termination of the Order, which include, among other things, continued reduction of classified assets and maintenance of capital in excess of regulatory minimums.

"Since 2013, we have diligently worked to meet the requirements of the regulators to achieve this milestone," said Patrick M. Bilbrough, Chief Executive Officer and President of the Bank. "The termination of the Order reflects our hard work to improve credit quality and raise new capital. We are grateful to the regulators for acknowledging our progress in restoring the overall condition of the Bank. We thank our employees for their ongoing efforts in helping us achieve this success." "The lifting of the Order provides the Company with the opportunity to pursue a number of strategic initiatives and improve the overall performance of the Company," said Lloyd L. "Scott" Beatty, Chief Executive Officer and President of Shore Bancshares, Inc.

The Bank is a member of the Shore Bancshares community of companies, the largest independent financial services company that offers banking, insurance and wealth management services to families and businesses on the Delmarva Peninsula. As a financial holding company with $1.1 billion in assets, the Shore Bancshares community of companies also includes CNB, Wye Financial & Trust, Avon-Dixon Agency, LLC, Elliott Wilson Insurance, LLC and Jack Martin & Associates, Inc.

With 6 locations in Talbot and Dorchester counties, we serve the local needs of our customers and our community through personalized banking services and products, convenient locations and secure and reliable banking solutions. Our employees utilize every opportunity to bring value and deliver quality service to the communities we serve through personalized interactions with customers, business partners and community leaders. Our mission is your success.

Shore Bancshares Information
Shore Bancshares, Inc. is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of two Maryland chartered commercial banks, The Talbot Bank of Easton, Maryland, and CNB; three insurance producer firms, The Avon-Dixon Agency, LLC, Elliott Wilson Insurance, LLC and Jack Martin and Associates, Inc.; and an insurance premium finance company, Mubell Finance, LLC. Shore Bancshares, Inc. engages in the trust services business through the trust department at CNB under the name "Wye Financial & Trust". Additional information is available at www.shorebancshares.com.



CONTACT: George Rapp, Chief Financial Officer, 410-763-7800