Bancorp dissidents win first victory Firm favored by dissidents to count ballots.

May 28, 1991|By Jon Morgan and Ross Hetrick | By Jon Morgan and Ross Hetrick,Evening Sun Staff

Insurgents trying to take control of Baltimore Bancorp have won their first victory in shareholder voting -- on a technical issue that they say could prove a harbinger of things to come.

The company's annual meeting, extended from last Wednesday, was finally adjourned this afternoon with both sides claiming to be confident of victory. The tally of shareholders' votes on who should run the company will not be available for several days.

However, on the separate matter of who should count the ballots, shareholders voted 5.5 million to 4 million in favor of CT Corp., a company favored by the dissidents. Management had sought to continue using a unit of Manufacturer's Hanover, its current transfer agent.

A group led by Edwin F. Hale Sr., a local transportation executive and owner of the Baltimore Blast soccer team, is waging a bitter takeover battle for the company, which owns the Bank of Baltimore. Hale and 15 other shareholders are trying to win positions on the board.

In a proxy fight, a group tries to persuade shareholders to JTC support its slate of candidates by sending in their votes before the annual meeting or casting them at the meeting.

Both sides say they have enough votes to win but spent the weekend trying to woo additional support. Daniel H. Burch, who is working with the Hale group, said his side believes it has the support of several key institutional investors who hold large blocks of the company's shares.

The annual meeting reopened at 11 a.m. today and adjourned an hour later. The session, a subdued event in the boardroom of the bank, was only for voting. Several proxies arrived by facsimile.

Chairman Harry L. Robinson left the meeting upon its adjournment and refused to answer reporters' questions.

The counting of the votes will not be completed until later this week or early next week, according to Jerome P. Baroch, senior executive vice president for Baltimore Bancorp. The count is complicated because shareholders got three separate proxy cards and they are allowed to revoke previous votes.

Dissident stockholders have accused management of extending the voting to persuade stockholders to cast their ballots for current directors. But Baltimore Bancorp management said the Securities and Exchange Commission threatened enforcement action unless the company extended the voting.

Baltimore Bancorp said the SEC demanded the extension to give shareholders more time to return proxy cards that were sent out the week before the annual meeting and to allow adequate dissemination of information about a Federal Reserve Board decision.

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