Bank to give dissidents a list of shareholders

July 12, 1991|By Timothy J. Mullaney

Baltimore Bancorp has agreed to give a complete list of its shareholders to a group of dissidents led by Baltimore Blast owner Edwin F. Hale Sr., a move that could give an edge to the insurgents in a shareholder vote scheduled for next month.

The company's shareholders are scheduled to vote for a second time on a proposal to expand the company's 18-member board to 28 members, which would allow the Hale group to claim the 10 new seats and a majority of the board. Baltimore Bancorp is the parent company of the Bank of Baltimore.

The insurgents appeared to have won a majority for that proposal in the first round of voting in May, but the company's incumbent management challenged more than a million votes that were counted as abstentions. Management said the disputed shares should have been voted against the resolution, which management opposed.

Last month, U.S. District Judge J. Frederick Motz ordered the new vote on the single issue, saying it was impossible to tell how the owners of the disputed shares intended to vote.

His ruling did not affect the election of six directors supporting Mr. Hale to seats on the existing 18-member board.

The board has shrunk to 17 since the ruling, with the resignation of former Chairman Harry L. Robinson.

"While we are not legally required to release the shareholder list, we are doing so because we believe it is what our shareholders wish us to do, in addition to being the fair thing to do," Baltimore Bancorp Chairman and Chief Executive Robert F. Comstock said in a statement.

Stanley Kay, a proxy solicitor advising the Hale slate, said that having the list would make it easier for the dissidents to contact every shareholder of the company.

In the first contest, the insurgents didn't know who all the shareholders were.

While all shareholders received the dissidents' proxy statement and ballot, the Hale camp could contact only the shareholders it knew about, he said.

But Mr. Kay said that most of the shares are owned by major stockholders such as T. Rowe Price Associates Inc., First Maryland Bancorp and Legg Mason Inc. or by individuals whose identities the Hale group already knew.

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