UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Bryn Mawr Bank Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
117665-10-9
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(CUSIP Number)
Robert L. Stevens, 403 Waynesbrooke Road, Berwyn, Pennsylvania 19312
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(610) 526-8798
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 19, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [_]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 117665-10-9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Stevens
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
10,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH 10,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14e TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 117665-10-9
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This Amendment No. 5 ("Amendment No. 5") to Schedule 13D is filed by the
undersigned to amend and supplement the Schedule 13D filed on July 17, 1998 (the
"Original 13D"), as amended by Amendment No. 1 to the Schedule 13D filed on
February 9, 1999, as amended by Amendment No. 2 to the Schedule 13D filed on
February 11, 2000, as amended by Amendment No. 3 to the Schedule 13D filed on
February 13, 2001, as amended by Amendment No. 4 to the Schedule 13D filed on
February 12, 2002, relating to the common stock, par value $1.00 per share (the
"Common Stock"), of Bryn Mawr Bank Corporation, a Pennsylvania corporation (the
"Company").
ITEM 1. SECURITY AND ISSUER.
Common Stock, $1.00 par value per share, of Bryn Mawr Bank Corporation
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010-3396
ITEM 2. IDENTITY AND BACKGROUND.
(a) Robert L. Stevens
(b) 403 Waynesbrooke Road
Berwyn, Pennsylvania 19312
(c) President and Chief Executive Officer
MLH Realty, a real estate management and development firm
89 Summit Grove Avenue
Bryn Mawr, Pennsylvania 19010
Mr. Stevens continues to serve as Chairman of the Company, a position
he has held since December 1995. Mr. Stevens served as President and Chief
Executive Officer of the Company from its formation in 1986 until January 2001.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On April 19, 2002, pursuant to the terms of a privately negotiated
agreement between Mr. Stevens, related persons of Mr. Stevens and the Company,
Mr. Stevens and related persons sold 71,936 shares of Common Stock beneficially
owned or held in custody or in trust by or for the benefit of Mr. Stevens or his
wife at a price per share of $34.00, for an
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aggregate purchase price of $2,445,824.00 in cash. The foregoing summary of the
agreement does not purport to be complete and is qualified in its entirety by
reference to the text of such agreement which is attached as Exhibit 1 to this
Amendment No. 5.
In addition, as previously disclosed in his Schedule 13D, as amended,
Mr. Stevens held options to acquire 142,500 shares of the Common Stock of the
Company. On April 19, 2002, Mr. Stevens exercised his outstanding stock options
to acquire these 142,500 shares. Mr. George Connell was the beneficial owner of
approximately 15% of the shares of Common Stock of the Company as of January 17,
2002, according to the proxy statement of the Company dated March 8, 2002. On
April 19, 2002, pursuant to the terms of a privately negotiated agreement
between Mr. Stevens and Mr. Connell, Mr. Connell paid Mr. Stevens $36.00 per
share in cash for the 142,500 shares for an aggregate purchase price of
$5,130,000.00, of which Mr. Stevens paid $1,676,792.50 to the Company in payment
of the exercise price of the stock options. The foregoing summary of the
agreement does not purport to be complete and is qualified in its entirety by
reference to the text of such agreement which is attached as Exhibit 2 to this
Amendment No. 5.
Except as otherwise set forth in the Original 13D or any amendment thereto,
including this Amendment No. 5, Mr. Stevens does not have any plans or proposals
which relate to or would result in any of the events described in Items (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Stevens beneficially owns 10,000 shares of
Common Stock, representing approximately 0.2% of the outstanding shares of
Common Stock, based on 4,287,421 shares of Common Stock outstanding as of
February 28, 2002 as disclosed by the Company in its Form 10-K for the year
ended December 31, 2001.
(b) Mr. Stevens has sole power to vote and sole power to dispose of the
10,000 shares of Common Stock beneficially owned by him. He does not share the
power to vote or dispose of any shares of Common Stock.
(c) As disclosed in response to Item 4, during the past sixty days, Mr.
Stevens effected the following transactions:
(i) On April 19, 2002, in a privately negotiated transaction, Mr.
Stevens and related persons sold 71,936 shares to the Company for $34.00
per share; and
(ii) On April 19, 2002, in a privately negotiated transaction, Mr.
Connell paid Mr. Stevens $36.00 per share in cash for 142,500 shares for an
aggregate purchase price of $5,130,000.00, of which Mr. Stevens paid
$1,676,792.50 to the Company in payment of the exercise price of his stock
options.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the shares
of Common Stock held by Mr. Stevens.
(e) On April 19, 2002, Mr. Stevens ceased to be the beneficial owner of
more than five percent of the shares of Common Stock of the Company.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Purchase Agreement dated April 19, 2002 by and among
Robert L. Stevens, Sydney D. Stevens, The Bryn Mawr Trust Company, Successor
Trustee and Sydney D. Stevens, Remaining Trustee under the Residuary Deed of
Trust of Joel B. Davis, Jr. dated May 8, 1959, and Bryn Mawr Bank Corporation.
Exhibit 2: Agreement dated April 17, 2002 between Robert L. Stevens and
George W. Connell
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: April 24, 2002
/s/ Robert L. Stevens
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Robert L. Stevens
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