The proxy fight for control of The Bank of Baltimore's parent company ended officially yesterday in a victory for dissident stockholders led by Edwin F. Hale Sr.
Mr. Hale and the company's management jointly announced that shareholders had approved a resolution to expand Baltimore Bancorp's board of directors to 28 members from 18, allowing 16 new directors loyal to Mr. Hale to form a majority.
Yesterday's vote count, showing owners of 5,370,763 shares voted for the resolution and 5,030,087 voted
against it, confirms preliminary results announced last week. The company has 12.8 million shares outstanding, and 83 percent voted in the election.
The results were certified after five months of bickering and two shareholder elections.
"The message is that stockholders are the true owners of the bank," said Mr. Hale, who had claimed that the company's old board treated the bank as its private domain. "We're going to have to produce. We're fully confident that we'll be able to produce."
Jerome P. Baroch, a company executive vice president, said the current management wouldn't launch any more legal maneuvers block Mr. Hale. "That's it," he said. "There's no sense speculating about messages. The shareholders have spoken, and there's nothing else to be said."
Mr. Hale, the owner of the Baltimore Blast and chief executive of a trucking company and a barge company, said the new board will meet for the first time tomorrow. Mr. Hale is expected to be named chairman, and former Signet Bank/Maryland Executive Vice President Charles H. "Buck" Whittum Jr. is expected to be named chief executive officer.
The two men will replace Robert F. Comstock, a Washington attorney who replaced former CEO and board chairman Harry L. Robinson in June. Mr. Comstock has not offered to resign from his seat on the board, said Stanley J. Kay, another proxy solicitor for Mr. Hale.
However, two other directors associated with the bank's old regime did step down yesterday in what could become the first of more resignations. Richard P. Manekin, a former executive with the Manekin Corp. development company, and M. Peter Moser, an attorney at Frank, Bernstein, Conaway & Goldman in Baltimore, resigned their seats.
Both moves were expected. Mr. Hale has said he would ask any directors who have business ties to the bank to step down. A partnership led by Manekin Corp. owns the Baltimore Bancorp building downtown, and Frank, Bernstein has done legal work for the bank.
Of the remaining directors, Mr. Comstock and George Russell, a partner at Piper & Marbury, are also lawyers whose firms do legal work for the company. If they stay on the board, their firms will have to give up the bank's business, Mr. Hale said.