Hale Group

Baltimore Bancorp yesterday launched a last-ditch effort to keep its management team in office, filing an amended lawsuit in U.S. District Court against dissident shareholders led by Baltimore Blast owner Edwin F. Hale Sr.The suit alleges that the Hale group made false and misleading statements about the Bank of Baltimore's deposit base, loan portfolio and book value in a presentation to stockbrokers May 17, hoping to convince the brokers to persuade their...

Edwin F. Hale Sr., the scrappy entrepreneur who took on a venerable Baltimore institution, has claimed his fruits of victory with his election as chairman of Baltimore Bancorp.Hale took over the helm of the parent company of the Bank of Baltimore yesterday at the first meeting of the new board of directors dominated by Hale allies. The board also elected Charles H. "Buck" Whittum Jr., a retired executive of Signet Bank/Maryland, as chief executive officer of the fifth largest banking operation in Maryland.

The legal gladiators for the two sides in the Baltimore Bancorp takeover battle were to meet in court today.The confrontation before a federal judge comes a week after a preliminary count of shareholder ballots showed that 16 dissident shareholders won a clear majority. The vote means that six of the opposition candidates will sit on the board, unless the vote is overturned. However, whether the dissidents gain a majority on the board will be decided in the legal battle over securities law and the company's bylaws.

The stockholder vote turning over control of Baltimore Bancorp to dissident shareholders has been certified by the Corporation Trust Co., the company that counted the votes.The certification yesterday brings to an end a six-month effort by a group lead by Baltimore Blast owner Edwin F. Hale to seize control of the parent company of the Bank of Baltimore.The bank also announced that Richard P. Manekin and M. Peter Moser have resigned from the board, leaving only nine holdover board members on the newly enlarged 28-person board.

In a blow to the management of Baltimore Bancorp, the banking company's largest stockholder has voted in favor of the group mounting a hostile takeover of the company.T. Rowe Price Associates Inc. yesterday voted 873,000 shares in favor of the group of investors led by local transportation executive and Baltimore Blast owner Edwin Hale Sr.A spokesman for Price declined to comment on its decision. The company holds the shares for its mutual funds or in accounts that it manages for institutional or private investors.

Baltimore Bancorp, the parent company of the Bank of Baltimore, announced it will release a list of its shareholders to a group of dissidents who are trying to take control of the bank holding company.The group is led by Edwin F. Hale Sr., the owner of the Baltimore Blast soccer team and trucking and barging companies.Hale's group has been asking for the list since it launched the proxy fight in May. Such a list could have been used to personally solicit shareholder votes for Hale's candidates for the board of directors.

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.

The group of sixteen dissidents trying to take over Baltimore Bancorp will have difficulty achieving their goal, but it is not impossible, according to experts familiar with such struggles.The attack on the parent of Bank of Baltimore is being led by Edwin F. Hale Sr., a Baltimore trucking and shipping executive and owner of the Baltimore Blast. The battle has heated up in recent weeks as both sides have purchased newspaper advertisements criticizing each other and have sought to score legal points in court.

Another volley was fired in the campaign for control of Baltimore Bancorp yesterday as the company pledged it is responding to the shareholder dissatisfaction that turned out six incumbent board members in May and offered the outline of a plan to boost the company's profits.The announcements were part of a proxy statement released today and mailed to shareholders over the weekend.Management has been fighting a proxy contest with dissident shareholders led by Baltimore Blast owner Edwin F. Hale Sr. since April.

Given another chance to win the hearts and minds of its shareholders, Baltimore Bancorp has issued a proxy statement saying management has heard their voices and is listening.That message, the main theme of a proxy statement sent to shareholders last weekend, comes as management is gearing up for the second round of a proxy fight against dissidents headed by Edwin F. Hale Sr.Hale owns shipping and trucking companies as well as the Baltimore Blast, a professional indoor soccer team.On Aug. 29, shareholders of the fifth largest banking operation in the state will vote on whether to expand the company's board from 18 to 28 directors.

Now that dissident shareholders have apparently won control of Baltimore Bancorp, they may find it difficult to either sell the holding company or significantly improve its earnings, according a banking consultant."

The fight for Baltimore Bancorp, the parent of the Bank ofBaltimore, was expected to come to a head today as shareholders met to vote on whether to hand over control to a group of dissidents or stay with the bank's current management.Meeting at the Sheraton Inner Harbor Hotel, the shareholders were voting on whether to enlarge the bank holding company's board from 18 to 28 positions.Should that motion be approved, it would give control of the company to a group of 16 dissident shareholders led by Edwin F. Hale Sr., a Baltimore truck and shipping business owner who also owns the Baltimore Blast, a professional indoor soccer team.

In later editions of yesterday's Money Today, it was incorrectly reported how many shares of Baltimore Bancorp are owned by T. Rowe Price Associates Inc., a Baltimore mutual funds company. The correct number is 1.1 million shares, or 9 percent of the outstanding shares. The Evening Sun regrets the error.A group of dissident Baltimore Bancorp shareholders claim that the bank's largest shareholder, T. Rowe Price Associates, has given the group its vote."It's a vote of confidence for us," said Edwin F. Hale Sr., the leader of the dissidents.

Dissident Baltimore Bancorp shareholders led by Edwin F. Hale Sr. claimed yesterday that they have won the support of the company's biggest shareholder in their proxy fight to seize control from incumbent management.Mr. Hale said that his aides are scheduled to pick up a proxy from T. Rowe Price Associates Inc. this morning. According to the company's proxy statement, the Baltimore-based mutual fund and money management firm controls 9 percent of the 12.8 million Baltimore Bancorp shares outstanding.

Another volley was fired in the campaign for control of Baltimore Bancorp yesterday as the company pledged it is responding to the shareholder dissatisfaction that turned out six incumbent board members in May and offered the outline of a plan to boost the company's profits.The announcements were part of a proxy statement released today and mailed to shareholders over the weekend.Management has been fighting a proxy contest with dissident shareholders led by Baltimore Blast owner Edwin F. Hale Sr. since April.

Given another chance to win the hearts and minds of its shareholders, Baltimore Bancorp has issued a proxy statement saying management has heard their voices and is listening.That message, the main theme of a proxy statement sent to shareholders last weekend, comes as management is gearing up for the second round of a proxy fight against dissidents headed by Edwin F. Hale Sr.Hale owns shipping and trucking companies as well as the Baltimore Blast, a professional indoor soccer team.On Aug. 29, shareholders of the fifth largest banking operation in the state will vote on whether to expand the company's board from 18 to 28 directors.

First Maryland Bancorp says it is not interested in renewing its offer to buy Baltimore Bancorp even though that company has new board members and a new chairman.Carol Dunsworth, a spokeswoman for First Maryland, the state's second largest bank holding company, says the company has no plans to make another offer for Baltimore Bancorp, parent company of the Bank of Baltimore. Instead, First Maryland is concentrating on its recent acquisition, York Bank and Trust Co. of York, Pa., she says.

Hurt by an expensive proxy fight and a golden parachute payment to its former chairman, Baltimore Bancorp saw its earnings drop by 44 percent during the second quarter.The parent company of the Bank of Baltimore reported a second-quarter net income of $3 million, or 24 cents a share, compared with earnings of $5.4 million, or 42 cents a share, during the 1990 second quarter.The net income was severely hurt by the $1.3 million the bank spent to fight a takeover attempt by dissident stockholders.

Baltimore Bancorp has agreed to give a complete list of its shareholders to a group of dissidents led by Baltimore Blast owner Edwin F. Hale Sr., a move that could give an edge to the insurgents in a shareholder vote scheduled for next month.The company's shareholders are scheduled to vote for a second time on a proposal to expand the company's 18-member board to 28 members, which would allow the Hale group to claim the 10 new seats and a majority of the board. Baltimore Bancorp is the parent company of the Bank of Baltimore.