It's annual meeting season, and yesterday's affair by MNC Financial Inc. had it all: a rosy assessment of the company's future; easy passage of the corporate compensation plan; praise from shareholders who were pleased with the stock price; and an almost constant harangue from a well-known corporate gadfly.
But MNC Chairman Alfred Lerner and Chief Executive Frank P. Bramble Sr., who led the meeting at the Omni Inner Harbor Hotel, didn't let shareholder rights advocate Evelyn Y. Davis get in the way of a well-orchestrated meeting: They didn't let her have a microphone.
Still, Ms. Davis, who publishes a newsletter out of her Washington office, was able to press Mr. Bramble and Mr. Lerner on everything from the House banking scandal ("We don't give favors to politicians," Mr. Lerner assured her), to the Olympia & York Ltd. bankruptcy (MNC has no investments with the Canadian real estate company).
When they weren't fielding an almost constant stream of comments and questions from Ms. Davis, who was booed and heckled by other shareholders, the company's executives expressed an upbeat view of a company that has suffered through many financial problems in the past two years.
"MNC in the last 12 months has made progress," Mr. Bramble said, "both in terms of controlling and reducing our levels of non-performing assets, reducing our expense and improving returns to the point where we did have a profit in the first quarter."
The company reported a $1.1 million profit for the three months that ended March 31, which included a $41 million gain from securities sales. That followed an $82 million loss in the 1991 fourth quarter.
Mr. Lerner expressed hope that "core earnings," those from traditional banking operations, will return by the fourth quarter.
Neither Mr. Lerner nor Mr. Bramble was able to assuage shareholders who said they were concerned about the lack of dividends, which were suspended at the end of 1990. "We'll pay dividends as soon as we can," Mr. Lerner said, "and most of that is in the hands of the regulators," because of restrictions placed on the company stemming from losses.
If the dividend returns, the company's top executives stand to benefit even more than they normally would because of an increase in stock options the shareholders approved yesterday. Mr. Lerner received options for 200,000 shares under the amended stock option plan, Mr. Bramble received 100,000 shares, MNC Vice Chairman H. Grant Hathaway received options on 70,000 shares, and Executive Vice President Ralph H. Ferrell received 60,000. All of the options were exercisable at $8.43 a share; MNC stock closed at $10.75 yesterday, up 50 cents.
Other topics at the meeting included:
* A shareholder's criticism of MNC's failure to make shares of MBNA, the credit card subsidiary that was spun off in a public stock offering last year, available to all shareholders.
* Which of the two companies -- MNC or MBNA -- Mr. Lerner plans to give up this year as chairman, a requirement imposed by securities laws. "We'll burn that bridge when we get to it," he said.
* The sale of large amounts of stock by company insiders this year.
Those stock sales were legal, said Mr. Bramble, who added that corporate insiders have a brief period each quarter for exercising stock options. He said the sales represented a minority of all shares held by insiders.
Besides, he said, "the stock is up 25 percent since they sold, so it wasn't a great trade."
* Robert Stipak, who said he is an MNC stockholder and former Equitable Bank employee, charged that the 1989 acquisition of Equitable was an attempt to shore up the ailing finances of MNC.