Tracks' board not party to buyout

December 17, 1993|By Ross Peddicord | Ross Peddicord,Staff Writer

The board of directors that controls Laurel and Pimlico race courses has sent a certified letter to Tom and Bob Manfuso stating that the corporations will not buy the Manfusos' shares in the two tracks.

The letter, sent Dec. 11, means that it is up to Joe De Francis, the tracks' president and chief executive officer, and his two partners -- his sister, Karin De Francis Van Dyke, and Martin Jacobs, the tracks' executive vice president and general counsel -- to state whether they will be the buyers. They have until Jan. 12 to respond.

Herb Garten, attorney for the Manfusos, did not comment last night when asked if the Manfusos had received the letter.

On Oct. 9, the Manfusos triggered a Russian roulette provision of a stockholders' agreement that they had signed with De Francis and his partners four years ago, offering to sell their shares in the tracks for $8.2 million. The offer was received Oct. 12.

Under the agreement, the stock first must be tendered to the corporations, who had 60 days to respond.

According to a source close to the situation, the board sent the Dec. 11 letter "to be safe," even though it is De Francis' position that the Russian roulette provision is not valid.

In addition to De Francis, Jacobs and Van Dyke, the Laurel/Pimlico board is made up of retired Baltimore City Circuit Court Judge Edgar P. Silver and Miami developer Alec Courtelis.

The letter is a formality, because it is understood that De Francis will be either the principal buyer or seller in the anticipated transaction.

De Francis has not yet said if he intends to buy the Manfusos' shares, although he is courting investors as potential new partners. Two groups, one headed by local horseman Arnold Heft and another led by Toledo Raceway co-owner Arnold Stansley, have confirmed that they are interested in joining De Francis. Another possibility is the Rhode Island-based GTECH Corp., owners of AmTote International, the Hunt Valley company that supplies pari-mutuel equipment to the Maryland tracks.

The De Francis and Manfuso groups met again yesterday to try to iron out differences that could block a buyout.

Joseph H. H. Kaplan, chief administrative judge of the Baltimore City Circuit Court, is mediating the talks.

Kaplan said yesterday only that "the talks are continuing. When a settlement is reached, there will be a statement."

According to sources, no further talks are planned this week, but there are indications that if a settlement can be reached, it might come by early next week.

Jim Gray, attorney for the De Francis group, and Garten did not comment on the negotiations.

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