Bancorp

Baltimore Bancorp has filed suit against its former attorneys, alleging legal malpractice and breach of fiduciary duty and asking the court to relieve the banking company of its hefty legal bill.The lawsuit, filed last week in the Superior Court of Washington, claims attorney Dennis Gingold and his law firm, Dickstein, Shapiro & Morin, leaked confidential information to the press, poisoned the company's relations with federal regulators and improperly advised current and former directors of the company about their resignations from the board.

Baltimore Bancorp said yesterday that its second-quarter earnings were lower than in 1990 and pinned most of the blame on more than $3 million in unusual costs for fighting a proxy battle with dissident shareholder Edwin F. Hale Sr. and buying out the contract of former Chairman Harry L. Robinson.The company said that it earned $3 million, or 24 cents a share, during the three months that ended June 30. The parent company of the Bank of Baltimore earned $5.4 million, or 42 cents a share, during the same part of last year.

Sandy Spring Bancorp announced yesterday that it has agreed to acquire CN Bancorp Inc. for $44.1 million in cash and stock in an effort to expand the bank's presence in the Anne Arundel County market dominated by larger, out-of-state banks. Olney-based Sandy Spring has been expanding its footprint in the affluent suburbs of the Baltimore-Washington corridor. With the CN Bancorp deal, Sandy Spring picks up four County National Bank branches in Glen Burnie, Pasadena, Odenton and Millersville, and an administrative center.

Two smaller Maryland banks said yesterday that they plan to merge, as FCNB Corp. of Frederick announced that it will acquire Laurel Bancorp.The proposed $27 million deal will give Laurel's stockholders $15.78 worth of FCNB stock for each share of the Laurel-based bank they own.The move had been expected. Laurel issued a statement this week saying it was in talks to be acquired, and local banking sources identified FCNB as the likely suitor. Talks had been going on for about four months."We thought it would benefit our stockholders and customers," Laurel president F. L. Hewitt III said.

In a brief, emotionally subdued meeting yesterday, a commanding majority of Baltimore Bancorp shareholders voted to sell their company to First Fidelity Bancorp., of Lawrenceville, N.J., for $346 million in cash.The deal, worth $20.75 a share, is expected to close by the end of this year or early next year, soon after all regulatory approvals are received.At that time, Baltimore will bid farewell to the 176-year-old company and its main subsidiary, the Bank of Baltimore, and welcome the nation's 24th-largest banking company, with a combined $35 billion in assets and just under 700 branches in five East Coast states.

Aside from a heated debate with a few vocal critics abou executive pay, Baltimore Bancorp's officers and directors enjoyed the support of a friendly crowd yesterday at the company's annual meeting, as Chairman Edwin F. Hale Sr. said dividend payments could return by early next year.In his second annual appearance before shareholders, this time "as an incumbent," Mr. Hale defended his performance -- and his pay. He also promised the company, which owns the Bank of Baltimore, would meet its regulatory capital target by the third quarter of this year, nine months earlier than required.

The proxy fight for control of The Bank of Baltimore's parent company ended officially yesterday in a victory for dissident stockholders led by Edwin F. Hale Sr.Mr. Hale and the company's management jointly announced that shareholders had approved a resolution to expand Baltimore Bancorp's board of directors to 28 members from 18, allowing 16 new directors loyal to Mr. Hale to form a majority.Yesterday's vote count, showing owners of 5,370,763 shares voted for the resolution and 5,030,087 votedagainst it, confirms preliminary results announced last week.

John C. Haigh, president and chief operating officer of Baltimore Bancorp, was incorrectly identified in a photo caption in Money Today on Friday. The Evening Sun regrets the error.The board of directors of Baltimore Bancorp has given the institution's leadership a facelift, removing its longtime chairman and chief executive officer, Harry L. Robinson.At an extended meeting yesterday, the board replaced Robinson with Robert F. Comstock, a 55-year-old attorney and former chairman of Metropolitan Federal Savings and Loan Association.

Baltimore Bancorp has filed an amended complaint in U.S. District Court in Baltimore in the ongoing battle over control of the bank holding company.The amended complaint filed yesterday challenges the vote count reported by the Corporation Trust Co., Baltimore Bancorp said. Corporation Trust's count of recent shareholder votes showed that a group of dissident shareholders seeking election as directors received a majority. Baltimore Bancorp is the parent company of the Bank of Baltimore, the state's fifth largest bankingoperation.

In an amended filing with the U.S. District Court, Baltimore Bancorp has charged that dissident shareholders made false and misleading statements to stockbrokers who control large blocks of the bank holding company's stock.Yesterday's filing comes a day after preliminary results of shareholder voting showed that the dissidents won a clear majority and that six of their 16 nominees apparently will be elected to the board. However, a federal judge will have to rule on whether a motion to enlarge the board from 18 to 28 -- which also passed by a majority -- goes into effect despite a provision in the company's bylaws requiring an 80 percent vote on such matters.