Baltimore Bancorp targeted Shareholders seek control of board

April 16, 1991|By Peter H. Frank

A powerful group of dissident shareholders is gearing up for an attack on Baltimore Bancorp, proposing to replace much of the banking company's board when shareholders meet next month.

The effort, which would pit many of the most prominent businessmen, bankers and politically connected executives in the region against one of Baltimore's largest banking companies, is apparently an outgrowth of Baltimore Bancorp's rejection of a takeover offer last year.

The effort reflects the rancor of shareholders that first surfaced a year ago when the parent of the Bank of Baltimore firmly and successfully spurned the unwanted $17-a-share buyout bid from First Maryland Bancorp, owner of First National Bank of Maryland.

Baltimore Bancorp's stock, which had fallen below $4 a share from a high of $15.25 at the time of the bid, closed yesterday at $8.125 a share, up 12 1/2 cents.

According to Securities and Exchange Commission filings, the proposed new slate of directors was compiled by Edwin F. Hale Sr., chairman and chief executive of Hale Container Line Inc. and owner of the Baltimore Blast soccer team.

Sixteen directors are expected to be proposed for board seats at Baltimore Bancorp, but only 10 have filed with the SEC. More filings are expected today and tomorrow.

While only six of the company's 18 directors are up for election this year at the shareholders' meeting on May 22, the group would expand the number of board members to 28 by replacing six of the directors and adding 10. The new board composition would grant control of the company to the dissident stockholders.

Mr. Hale declined to comment on his involvement in the proposed attempt, citing strict SEC requirements rules that prohibit discussion of the planned proxy solicitation.

Jerome P. Baroch, executive vice president of Baltimore Bancorp, said: "We have not been served to my knowledge with anything, and we frankly don't know anything at this point." He said the company could not comment further "until we see what they're trying to do."

The other board candidates who have filed with the SEC are:

* Barry B. Bondroff, president and managing director of the consulting firm of Grabush Newman & Co.;

* Richard E. Fasold, president of Treasury Bank in Washington;

* Dr. David S. Hungerford, professor of orthopedic surgery at Johns Hopkins University;

* Charles J. Kelly Jr., chairman of Capital Strategy, a Washington investment group;

* R. Andrew Larkin Jr., president of Maryland Realty Investment Corp.;

* J. Richard Leon, president of James Madison Mortgage Co.;

* Robert A. Pascal, chairman of United Propane Inc., former Anne Arundel County Executive, appointments secretary and close adviser of Gov. William Donald Schaefer;

* David D. Smith, president of Sinclair Broadcast Group Inc., which owns Baltimore TV station WBFF;

* Charles H. Whittum Jr., retired executive vice president of Signet Banking Corp. and Union Trust Co. of Maryland.

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