Bancorp rivals to sit on board But the battle for control of Baltimore Bancorp is not over.

June 26, 1991|By Ross Hetrick | Ross Hetrick,Evening Sun Staff

After two months of corporate and legal battles, six dissident shareholders of Baltimore Bancorp are scheduled to assume their seats tomorrow on the board of directors of the bank holding company.

But the fight over control of the state's fifth largest banking operation will continue as the dissidents try to bring 10 more allies onto the board to secure a majority of the seats.

Baltimore Bancorp, the parent of the Bank of Baltimore, is scheduled to hold a board meeting tomorrow, according to Jerome Baroch, senior executive vice president for Baltimore Bancorp.

Baltimore Bancorp management, which had resisted seating the dissidents, will now admit the six new members after a decision last week by U.S. District Judge J. Frederick Motz. "That's kind of a done deal," said Baroch.

The six new board members are:

* Edwin F. Hale Sr., the owner of trucking and shipping companies and the Baltimore Blast, a professional indoor soccer team. Hale is the leader of the dissidents.

* Charles H. Whittum Jr., a retired executive from Signet Bank and its Maryland predecessor, Union Trust Bank.

* 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, Capital Strategy.

* J. Richard Leon, president of James Madison Mortgage Co.

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

At the annual meeting on May 22, only 6 of the 18 board positions were up for election. In order to gain a majority on the board, the Hale group made a proposal to increase the number of seats from 18 to 28 and then fielded a total of 16 candidates.

While all of Hale's 16 candidates won majority votes, the vote on the motion to enlarge the board is in dispute.

The battle over whether the other 10 dissident shareholders will get on the board will return to the courtroom early next month.

The Hale group filed an appeal on Monday with the 4th Circuit Court of Appeals. Briefs in that case are to be filed on Monday and reply briefs are due on Wednesday, according to Daniel Burch, executive vice president of Dewe Rogerson Inc. the proxy-solicitation firm working for the dissidents. He said a hearing should take place on or before July 8.

The dissidents are appealing Motz's order last Friday that another shareholder election be held to decide whether Baltimore Bancorp's board will be expanded from 18 to 28.

Baltimore Sun Articles
|
|
|
Please note the green-lined linked article text has been applied commercially without any involvement from our newsroom editors, reporters or any other editorial staff.