De Francis to close deal Thursday

February 01, 1994|By Ross Peddicord | Ross Peddicord,Sun Staff Writer

Attorneys for Laurel/Pimlico operator Joe De Francis said yesterday that De Francis, his sister, Karin Van Dyke, and Martin Jacobs will officially buy out the Manfuso brothers' shares in the two tracks on Thursday.

After the sale, Jacobs, executive vice president and general counsel for Laurel/Pimlico, said that he will return to his private law practice, with half his time devoted to racetrack operations.

Jacobs' move is the first of several key reorganization plans that could take place now that the De Francis group has full control of the tracks, Jacobs said. But he added it's still not clear what the other management changes will be.

De Francis also has said he plans to make improvements to both tracks and added yesterday that he will hold a news conference in a couple of weeks to discuss new plans.

On Thursday, all the stock in the two tracks will become the sole property of De Francis and Van Dyke, who will each own 40.6 percent. Jacobs will own the other 18.8 percent, said the group's attorney, Jim Gray. He added that the Guida Group, made up of about six New Jersey investors, is a limited partner in a partnership that owns about half of Laurel's assets. "They have no stock interest or voting rights in either Laurel or Pimlico," Gray said.

Some members of the Guida Group, whose original investment has been fully repaid, have expressed a desire to convert their interest in Laurel "into a more marketable form," Gray said. But so far, that issue has not been fully addressed.

Jacobs said that "now that the major irritants [the Manfusos' litigation and feud] of the past four years are gone, I can go back into the practice of law, which I greatly enjoy."

Jacobs, a longtime friend and colleague of the late Frank De Francis, first became involved in racetrack operations when Frank De Francis bought Freestate Raceway, the now-defunct harness track, in 1980. De Francis, Jacobs and the Manfusos bought Laurel in 1984 and added Pimlico in 1986.

"I only began working full time at the tracks in 1989 because Frank wanted me to," Jacobs said. After De Francis died in August of that year, Jacobs stayed on to assist De Francis' son, Joe, who took over his father's interests.

During that time, Jacobs remained a partner in the Washington law firm of Ginsburg, Feldman and Bress, where he will return to practice law.

"I'll devote half of my time to being a corporate lawyer and half of my time to being general counsel to the tracks," he said.

Gray said he and Herb Garten, attorney for the Manfuso brothers, are in the process of exchanging and getting %o documents signed that deal with releases, pledges, promissory notes and dismissal of litigation between the two parties, which were agreed to in a settlement in December. The settlement was overseen by Joseph H.H. Kaplan, chief administrative judge for the Baltimore City Circuit Court.

"Everything should be wrapped up between 11 a.m. and 1 p.m. on Thursday," Gray said. He added that neither the Manfuso brothers nor De Francis will be at the closing. "It should all be done by a conference call between me and Herb [Garten]," Gray said. "The final detail to take place will be the wire transfer of funds [$1.64 million] to the Manfusos' account," Gray said.

The rest of the $8.2 million due the Manfusos for their shares in the tracks will be spread out evenly in installments over the next four years.

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