Candidates in battle for bank set

April 26, 1991|By Peter H. Frank

Dissident shareholders fighting to take control of Baltimore Bancorp disclosed yesterday its remaining slate of alternate directors, who include the head of a large auto dealership in Baltimore and former Baltimore County Executive Dennis F. Rasmussen.

The five names, rounding out a list of 16 alternate directors, were disclosed yesterday in filings made with the Securities and Exchange Commission.

Along with the 11 other alternate directors, who had filed earlier with the SEC, the five are part of a group readying a direct appeal to shareholders of Baltimore Bancorp, parent of the Bank of Baltimore, in its battle to gain control of the banking company's board.

Led by Edwin F. Hale Sr., head of Hale Container Line Inc. and owner of the Baltimore Blast soccer team, the group originally filed documents with the SEC two weeks ago disclosing that the dissident stockholder move was afoot.

The pending battle for control of the $3.3 billion banking company is widely seen as a delayed continuation of shareholder unhappiness, which erupted a year ago when Baltimore Bancorp's directors voted down a $17-a-share buyout bid from First Maryland Bancorp, owner of the First National Bank of Maryland.

Baltimore Bancorp, whose stock subsequently fell below $4 a share from a high of $15.25 at the time of the bid, closed yesterday at $8.875 a share, up 12 1/2 cents.

The group has yet to receive approval from the SEC for its planned attack on the banking company, but the attempt is expected to center on an appeal to shareholders to cast their ballots for the dissident group rather than for the bank's proposed slate of directors.

While only six of the banking company's 18 directors are standingfor election this year at the May 22 shareholder meeting, if Mr. Hale's group wins, it would expand the number of board members, effectively giving his directors control of the banking company.

Baltimore Bancorp executives have declined to comment on the shareholders' move, saying they would wait until a formal proposal was received by the bank.

The five prospective directors who filed with the SEC yesterday are:

* Paul G. Hays Jr., president of Pat Hays Buick Inc., an automobile dealership in Baltimore.

* Melvin S. Kabik, private real estate investor.

* Thomas T. Koch, president of Curtis Engine & Equipment Inc. in

Baltimore.

* Herbert F. Lee, retired vice president of Meridian Healthcare Corp.

* r. Rasmussen, who is now a private consultant.

The 11 proposed directors who had previously filed with the SEC are:

* G. Gregory Russell, director of finance for the Maryland Port Administration.

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

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

* Mr. Hale.

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

Hopkins University.

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

* 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, appointment secretary and close adviser of Gov. William Donald Schaefer.

* David D. Smith, president of Sinclair Broadcast Group Inc., which owns the television station WBFF.

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

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