Hale Group

After two months of corporate and legal battles, six dissident shareholders of Baltimore Bancorp are scheduled to assume their seats tomorrow on the board of directors of the bank holding company.But the fight over control of the state's fifth largest banking operation will continue as the dissidents try to bring 10 more allies onto the board to secure a majority of the seats.Baltimore Bancorp, the parent of the Bank of Baltimore, is scheduled to hold a board meeting tomorrow, according to Jerome Baroch, senior executive vice president for Baltimore Bancorp.

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.

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.

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."

Dissident shareholders of Baltimore Bancorp say a technical victory they won yesterday bodes well for their efforts to take over the company, which operates Bank of Baltimore.The company's annual meeting, extended from last Wednesday, was finally adjourned for good yesterday with both sides claiming victory. The tally of shareholders' votes on who should run the company will not be available for several days.However, on the separate matter of who should count the ballots, shareholders voted 5.5 million to 4 million in favor of Corporation Trust Co., a company favored by the dissidents, led by Edwin F. Hale Sr. Management had sought to continue using Manufacturers Hanover Trust, its current transfer agent.

Baltimore Bancorp Chief Executive Officer Harry L. Robinson was sacked by his company's board of directors yesterday, adding yet another twist to the company's last-ditch bid to keep control of the company out of the hands of dissident shareholders led by Baltimore Blast owner Edwin F. Hale Sr.Mr. Robinson's 44 years with the parent company of the Bank of Baltimore ended when he was not re-elected as chairman and CEO at the board's annual organization meeting yesterday, prompting him to resign.

Dissident stockholders of Baltimore Bancorp have appealed a federal judge's ruling ordering a new stockholder vote on a proposal to expand the company's board of directors to 28 members.The proposal is critical to the hopes of dissidents led by Edwin F. Hale Sr. to gain control of the parent company of the Bank of Baltimore, because only six of the 18 existing board seats were up for election this year. The Hale slate hopes also to win the 10 new seats to gain a majority on the board.The dissidents asked the 4th U.S. Circuit Court of Appeals Monday evening to overturn a ruling last Friday by U.S. District Judge J. Frederick Motz, who said that he couldn't resolve what to do about more than 1 million disputed votes in the bitterly fought proxy contest.

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.

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.

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.