John C. Haigh, president and chief operating officer of Baltimore Bancorp, was incorrectly identified in a photo caption in Money Today on Friday. The Evening Sun regrets the error.
The board of directors of Baltimore Bancorp has given the institution's leadership a facelift, removing its longtime chairman and chief executive officer, Harry L. Robinson.
At an extended meeting yesterday, the board replaced Robinson with Robert F. Comstock, a 55-year-old attorney and former chairman of Metropolitan Federal Savings and Loan Association.
FOR THE RECORD - CORRECTION
Metropolitan, a subsidiary of a holding company founded by Comstock, was sold to Baltimore Bancorp in 1987.
John C. Haigh, who has been president and chief operating officer since 1987, will remain in his post.
Robinson, who has worked at Baltimore Bancorp for 44 years and served as chief executive officer for seven, is entitled to $1.7 million under the terms of a contract that runs until Jan. 31, 1994, bank officials said.
But Robinson and other officials took pains not to call yesterday's move a firing, and it was unclear what role, if any, Robinson will continue to play. Robinson resigned from the board of directors immediately after the decision, but he remains a shareholder.
He would not comment yesterday on his plans.
The shuffle is not expected to lessen the controversy surrounding Baltimore Bancorp, the state's fifth largest banking company and owner of the Bank of Baltimore.
Comstock is a member of the group of Baltimore Bancorp directors embroiled in a battle against dissident shareholders fighting for control of the institution.
A shareholders' election last month seated six dissidents on the board but failed to resolve an issue that would have given the dissidents a majority. That matter is currently before the courts.
U.S. District Court Judge J. Frederick Motz last week ordered a ** new shareholders vote to decide whether to expand the board of directors by 10, which would give the dissidents control of the company. The dissidents, who claim they won the battle to increase the size of the board at the last shareholders' meeting, are appealing the ruling.
Meanwhile, Comstock's elevation yesterday appeared to be an effort to counter criticism that the board was not listening to the wishes of stockholders.
"We realize that we have a lot of work to do to rebuild our relationship with shareholders," Comstock said immediately following the board meeting. "I hope that my election will signal the seriousness of our concern and our intention to do something about it."
Comstock refused to discuss how the board voted in removing Robinson and electing him chairman. He said he would spend the coming weeks visiting and talking with shareholders.
But dissidents, led by Edwin F. Hale Sr., who owns trucking and shipping companies and the Baltimore Blast, are already criticizing the move and say they will fight attempts to pay off Robinson's contract.
Stanley J. Kay, a spokesman for Hale, yesterday called Comstock's election a "cheap charade" designed to sway shareholders to management's side.
"This is an obvious ploy on the part of the remaining Robinson board to win shareholders votes if we go to another election," Kay said. "I think it will definitely backfire on them and they will end up losing votes."
Kay said Comstock's election was against the wishes of shareholders. In its election platform, the Hale forces had promised to replace Robinson with Charles H. "Buck" Whittum Jr., a former executive vice president of Union Trust Bank and its successor, Signet Bank.
Kay added that the dissidents think the $1.7 million severance payment to Robinson is "a waste of corporate assets" and will fight it.
The fight against Robinson has its roots in a decision by Baltimore Bancorp directors in May 1990 to reject a $217 million buyout offer by First Maryland Bancorp.
At the time, Robinson made a statement to shareholders suggesting he would resist any sale of Baltimore Bancorp. Robinson has since said that his statement was misunderstood and that the First Maryland offer was rejected because it was not a good one.
Still, the board of directors yesterday established a committee to explore the possible sale of the company. Comstock said shareholders have made it clear they would like the board to consider such a sale, but he warned that it may not be possible to obtain a suitable price.
Dissidents have also criticized management for letting Baltimore Bancorp's operating performance to slip behind competitors'.
But Comstock said yesterday he has confidence in current management and that no plans are being made to oust top officials.
"I would deny that the bank is not being run properly," Comstock said. I would say that we ar listening to the shareholders."
In an apparent response to Comstock's election, Baltimore Bancorp's stock closed at 8 7/8 , up 3/4 .
Robinson, in an interview following the directors' meeting, conceded he had become a "lightning rod" for problems at Baltimore Bancorp. "Somebody has to be, and I was it," he said.
It was unclear, however, whether Robinson orchestrated his own departure or was forcibly removed.
Although he sat on the board, the 62-year-old banker said, he did not attend yesterday's meeting.
He said afterward that he felt "totally comfortable" with the decision of the board and hopes the two factions can settle their differences. He refused to comment on reports that he had offered his resignation as part of an earlier proposed deal with the Hale group.
Still, it was clear that Robinson was expecting the decision. He said that while the board meeting was going on he was in his office handling details of his transition to private life.
"Corporations do what they have to do and, having been in this business 44 years, I understand all that," he said.