Baltimore Bancorp has filed an amended complaint in U.S. District Court in Baltimore in the ongoing battle over control of the bank holding company.
The amended complaint filed yesterday challenges the vote count reported by the Corporation Trust Co., Baltimore Bancorp said. Corporation Trust's count of recent shareholder votes showed that a group of dissident shareholders seeking election as directors received a majority. Baltimore Bancorp is the parent company of the Bank of Baltimore, the state's fifth largest bankingoperation.
The dissidents are led by Edwin F. Hale Sr., the owner of truck and barge companies and the Baltimore Blast, a professional indoor soccer team.
In its lawsuit against the Hale group, Baltimore Bancorp charges the group with making false and misleading statements during the takeover campaign. The suit asks that the election be thrown out and held again.
The amended complaint contends Corporation Trust improperly treated instruction forms received from two vote-gathering companies and failed to correct an error make by a major stockholder who meant to vote for management.
Baltimore Bancorp also contends that the Hale group's proposals did not pass because less than half of the shares present at the meeting voted in favor of the proposals.
"It would be unconscionable for the board to just turn over the corporation to an untested, outside group without taking every step to ensure that this is truly the will of the stockholders," said a statement by Harry L. Robinson, chairman of the board and chief executive officer of Baltimore Bancorp.
Hale said today that he and five other candidates for the board of directors are ready to assume their positions tomorrow,immediately after the stockholders meeting concludes.
The meeting which is a continuation of the earlier annual meeting is scheduled to discuss the creation of a stockholders advisory committee
Hale said he believes the bank's bylaws require a meeting of the board of directors to be held after the annual meeting concludes tomorrow.
In a Letter sent to Robinson this morning Hale said he and others " will not hesitate to bring legal action against you and any other individual to protect the company against misappropriations of funds, waste of corporate assets or any violations of law or breaches of duty on your part ."