Legal fight for tracks heats up Manfusos set price in court filing

October 20, 1993|By Ross Peddicord | Ross Peddicord,Staff Writer

The fight for control of the state's thoroughbred tracks has taken another legal twist.

Laurel/Pimlico track operator Joe De Francis said his estranged partners, Tom and Bob Manfuso, were "playing games" yesterday after the Manfuso brothers initiated what he called "an utterly and completely specious" proceeding against his late father's estate in the Howard County Orphans Court.

"This latest action leads me to believe they have no interest whatsoever in settling our differences," De Francis said.

The document publicly revealed for the first time the price the Manfusos had set on their stock when they activated a Russian roulette buy/sell clause in a stockholders' agreement on Oct. 9.

The Manfusos have offered their shares for an aggregate purchase price of $8.2 million, according to court documents which were first reported in yesterday's editions of The Washington Post.

The Manfuso and De Francis shares would appear, then, to have a value of at least $16.4 million. The tracks have $40 million of debt. Thus, according to the Manfusos' estimations, the tracks are worth at least $56.4 million.

The Manfusos' action, according to their attorney, Herb Garten, is based on a contingency claim against the De Francis estate in case it becomes the buyer of the Manfuso shares. Even if it doesn't, Garten said, the estate is still responsible for its shares "and we've got to secure that claim."

The estate currently has holdings of $6,258,161.16, according to papers in the court case.

Garten said the Manfusos' court action is a fairly common proceeding, used to make sure the estate has the money available to buy the shares.

"It's a bad assumption," said Martin Jacobs, De Francis' partner and general counsel of Laurel/Pimlico. "If Joe De Francis buys out the Manfusos, it would not be done by the estate, but by Joe De Francis alone or by any combination of Joe De Francis, or his sister, Karin, or myself. This claim is totally and completely without merit. It was filed simply to make the price public through a court document so it could appear in a newspaper and protect the Manfusos from revealing it without a claim against them of breach of confidentiality."

By making the price public, it could alter the strategy used by each side on deciding whether it will buy or sell. De Francis did not say how it might change his tactics.

A hearing on the matter has been set for Dec. 1 in the Orphans Court of Howard County.

According to the court papers, De Francis has until Jan. 7 to decide whether he is going to purchase the Manfuso shares, or pass and allow them to buy him out at the $8.2 million figure, although De Francis and Jacobs place the value of their shares at about $8.7 million, Jacobs said.

De Francis, his sister, Karin Van Dyke, and Jacobs own 53 percent of Pimlico's stock, 25 percent of Laurel's, according to documents. The Manfusos own 47 percent of the equity in Pimlico, 25 percent of Laurel. The Guida group owns the remaining 50 percent equity in Laurel in a limited partnership, but it is not involved in the buy/sell agreement the Manfusos have triggered.

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