Five directors of Baltimore Bancorp have resigned in the past seven weeks -- including three on Monday -- revealing a high-level rift within the team that won control of the company seven months ago.
"Normally, people don't resign if they are happy with the way things are going," said Charles J. Kelly Jr., one of the three outside directors who resigned Monday. "It wasn't any one thing, but there is a significant general dissatisfaction with management."
Mr. Kelly, chairman of Capital Strategy, a Washington investment group, declined to elaborate on the reasons for the resignations but did say, "A number of directors have resigned. That event speaks for itself."
The three directors who resigned Monday made up a majority of the outside directors serving on the company's executive committee, Mr. Kelly said.
The bank announced the resignations yesterday and said two of the seats had already been filled. Spokesman David L. Spilman said Conrad H.C. Everhard of New York and Jay H. Gouline of Hunt Valley had been named to the board.
Mr. Everhard, chairman of the Cho Yang Line shipping company, said he was unaware of the recent changes on the board.
Mr. Gouline, president of Springlake Corp., a Baltimore real estate investment and consulting firm, said he was aware of a "unique situation" at the company but was optimistic. "It has got a lot of pluses," he said.
The two men replaced Richard E. Fasold, who resigned Feb. 18, and David S. Hungerford, who resigned March 18.
Mr. Hungerford, a professor of orthopedic surgery at Johns Hopkins Hospital, said he resigned because his schedule did not allow him time to attend many meetings.
Mr. Spilman said the banking company, which owns the Bank of Baltimore, might no fill the openings created by Monday's resignations of Mr. Kelly, Joseph Richard Leon and David D. Smith.
Mr. Leon is president of the James Madison Mortgage Co. in Fairfax, part of James Madison Ltd., a troubled Washington-based bank holding company. Mr. Fasold is president of Treasury Bank in Washington, which was started last year. Neither could be reached for comment yesterday.
Mr. Spilman would not comment on the resignations except to say, "We would not deny that on certain occasions" directors have had disagreements. "It is no big deal. . . . Doesn't make us worried. Heck no."
"The majority of the board has developed and approved a plan for profitability and that all begins to unfold" today when the bank reports its first-quarter earnings, he said. Baltimore Bancorp expects the first quarter will prove to have been profitable, he said.
The resignations are the latest sign of turmoil at a company that has suffered from a bitter takeover battle and troubled real estate loans over the past year.
Shareholders, led by Edwin F. Hale Sr., won a proxy fight for control of Baltimore Bancorp last year. Mr. Hale, who also owns a trucking company and the Baltimore Blast soccer team, installed his own management team and board of directors late last year. Mr. Hale could not be reached for comment late yesterday.
In March, the bank said it would restate its loss for the fourth quarter and the year after being reviewed by federal regulators.
The company increased the amount it set aside for troubled real estate loans by $25 million, increasing its loss for 1991 to $126.5 million.