Bancorp battlers asked to settle Judge in proxy fight asks end to "clash of egos."

June 21, 1991|By Ross Hetrick | Ross Hetrick,Evening Sun Staff

Describing the bitter proxy fight for Baltimore Bancorp as a "clash of egos," U.S. District Judge J. Frederick Motz called on the battling parties to resolve their differences.

"If you all care about the bank, it's about time for this melodrama to come to an end," Motz said at the end of a hearing yesterday.

The session was the conclusion of a series of hearings stretching back before Baltimore Bancorp's annual meeting on May 22.

Motz said he will make a decision on the multitude of legal issues "as soon as I can." He has indicated that it might come by Tuesday.

The case's complex semantic arguments prompted Motz yesterday to suggest the possibility of holding another shareholder vote. "Why not put it back to a vote and re-run the election?" he asked.

The lawyer for the dissidents vehemently objected to the idea, while the lawyer for Baltimore Bancorp raised fewer objections.

Baltimore Bancorp, the state's fifth-largest banking operation, is the target of a takeover effort led by Edwin F. Hale Sr., owner of the Baltimore Blast soccer team and trucking and barging businesses.

A proxy fight involves soliciting votes from shareholders for a slate of candidates for a company's board of directors.

In shareholder voting in late May, Hale's slate of 16 candidates for the board won a majority. But a key to Hale's strategy is to enlarge the board from 18 to 28 members. Without that, the Hale group can take only six of the 18 seats.

The hearing focused on whether 1 million votes, which were counted as abstaining, should be counted in favor of management.

If those votes were cast in management's favor, the motion to enlarge the board would be defeated by a majority.

The contested 1 million votes were "beneficially" voted by companies on behalf of individual shareholders and companies.

In this situation, proxies are sent to a central company, which sends summary forms stating how the proxies were voted.

Baltimore Bancorp contends it should have the right to count these shares on its behalf. However, Corporation Trust Co., the firm that counted the proxies, decided to count the votes as abstentions.

Arguments for both sides turned on the wording of ballots and the information received by shareholders.

Motz found fault with both sides. He complained about the ambiguity of proxy material sent by the bank and the confusion caused by the Hale group mounting its challenge only a week before the company's annual meeting.

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