Backers of Edwin F. Hale Sr. formally took control of Baltimore Bancorp yesterday, naming Mr. Hale chairman of the board and Charles H. "Buck" Whittum Jr. chief executive, as six directors associated with the bank's old management left the board.
Mr. Hale and 15 supporters won a majority on the company's board of directors in separate elections in May and August. The results of the August voting were confirmed Monday, clearing the way for the dissident shareholders to take control.
Baltimore Bancorp is the parent company of The Bank of Baltimore, Maryland's fourth-largest bank. The company has about $3.4 billion in assets, and the proxy fight marked the first time a publicly traded U.S. bank holding company had been taken over in a proxy fight.
In an announcement after yesterday's 1 p.m. board meeting, the company said directors John C. Haigh, Robert F. Comstock, William A. Kroh, John I. Leahy, George L. Russell Jr. and Eleanor K. Trowbridge had left the board. Mr. Haigh, however, will remain the company's president and chief operating officer.
Mr. Whittum said he doesn't plan a management shake-up. "I've tried to send signals all summer that they don't have to be apprehensive."
Daniel H. Burch, an aide to Mr. Hale, said all of the top corporate officers except Mr. Comstock are expected to stay with the bank.
Several of the departures announced yesterday were expected. Mr. Comstock had taken over as chairman and chief executive after the May voting, when directors on the old board replaced former CEO Harry L. Robinson. Mr. Russell is a partner in the law firm of Piper & Marbury, which represents the bank, and Mr. Hale said before the meeting that a planned new policy would bar directors and their companies from receiving bank business.
The only remaining directors from the old board are retired Alex. Brown Inc. Chairman F. Barton Harvey Jr., Enterprise International Development Co. President Martin L. Millspaugh, and retired Blue Cross/Blue Shield of Maryland President Thomas H. Sherlock.
"We're not planning to fill the vacancies, not immediately anyway," Mr. Burch said. The resignations leave the bank with 19 board members; shareholders had voted to expand the board to 28 members, but three directors loyal to Mr. Robinson resigned before yesterday. Mr. Burch declined to comment on whether the board voted to pay the expenses Mr. Hale had run up in seeking control of the company. Mr. Hale has estimated the fight cost him $1.2 million to $1.3 million. Mr. Burch also declined to say what Mr. Hale and Mr. Whittum will be paid in their new posts. The new directors elected in May, other than Mr. Hale and Mr. Whittum, are Washington investor Charles Kelly, Washington bankers Richard Fasold and Richard Leon and Baltimore surgeon Dr. David Hungerford.
The 10 directors whose election was confirmed this week are Robert A. Pascal, appointments secretary to Gov. William Donald Schaefer; former Baltimore County Executive Dennis F. Rasmussen, R. Andrew Larkin Jr., David D. Smith, George G. Russell, Barry B. Bondroff, Paul G. Hays Jr., Herbert F. Lee, Thomas T. Koch and Melvin S. Kabik.