Baltimore Bancorp's directors targeted Proxy filed to elect new board of directors.

April 30, 1991|By Ross Hetrick | Ross Hetrick,Evening Sun Staff

Dissident stockholders of Baltimore Bancorp have taken another step in their effort to elect a new slate of directors with the filing of a proxy statement with the Securities and Exchange Commission.

The group of 16 men is headed by Edwin F. Hale, head of Hale Container Line Inc. and owner of the Baltimore Blast soccer team. The takeover attempt apparently stems from Baltimore Bancorp's rejection last year of an acquisition offer from First Maryland Bancorp, owner of the First National Bank of Maryland.

Baltimore Bancorp, parent of the Bank of Baltimore, is the state's fifth largest banking operation with 40 offices.

The material in the filing, which is intended to be sent to shareholders, argues that Baltimore Bancorp has not performed adequately in the last five years compared with banks of a similar size, according to Daniel H. Burch, executive vice president of Dewe Rogerson Inc., a New York communications and proxy solicitation firm that is working for the challenging group.

The filing, which was made Friday, was confirmed by the SEC, but the material itself will not be released until the SEC approves it. The filing should be approved in about a week to 10 days, Burch said. After getting the green light from the SEC, the material will be sent to stockholders.

Jerome Baroch, senior executive vice president for Baltimore Bancorp, said the bank will not comment on the stockholders' efforts until more information is available on their intentions.

Even if Baltimore Bancorp shareholders have already returned the proxy cards that were sent out by the corporation's management, they can still send in new cards, which will override the previous votes, according to Burch.

Only six of the 18 current directors of Baltimore Bancorp are standing for election at the annual meeting, which will be May 22. But if all of the dissident directors are elected, they will control the board.

If the group is successful, it plans to appoint Charles H. Whittum Jr., retired executive vice president with Signet Banking Corp. and its predecessor Union Trust Co. of Maryland, as the interim chief executive officer, Burch said. Whittum, who is also running for election to the board, would replace Harry L. Robinson, chairman and chief executive officer of Baltimore Bancorp.

Besides various businessmen, Hale's slate includes an employee of the state port agency, a former Baltimore County executive and two political allies of Gov. William Donald Schaefer.

The state employee is G. Gregory Russell, the director of finance for the Maryland Port Administration, the agency that oversees a large part of the operation and development of the Baltimore port.

Another candidate is Dennis F. Rasmussen, who lost his bid for another term as Baltimore County executive in the last election. He is now self-employed as a consultant.

Thomas T. Koch, a fund-raiser for Schaefer and president of Curtis Engine & Equipment Inc. in Baltimore, will also be trying to get on the board. Another person well connected with the governor is Robert A. Pascal, appointment secretary and adviser to Schaefer. He is also the former Anne Arundel County executive, and chairman of United Propane Inc.

The other 10 candidates on the Hale slate are:

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

* Melvin S. Kabik, a retired supermarket executive and now a private real estate investor.

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

* 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.

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

* 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.

* David D. Smith, president of Sinclair Broadcast Group Inc., owner of television station WBFF.

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