Hale Group

Lawyers for Baltimore Bancorp argued today that if shareholder votes are properly counted, the bank holding company won a key vote that would deny control to a group of dissident shareholders.In a hearing in U.S. District Court, David Clarke, an attorney for Baltimore Bancorp, pointed out that a motion to enlarge the company's board from 18 to 28 seats did not receive a majority of the votes cast. In that vote, 5.2 million shares were voted for the provision out of a total of 10.5 million cast.

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.

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...

Shareholders of Baltimore Bancorp have voted for a dissident slate of directors headed by Baltimore Blast owner Edwin F. Hale Sr., apparently ensuring that at least six of the 16 opposition candidates will sit on the board of the bank holding company.However, whether the Hale group will gain a majority on the board will be decided in a legal battle in the coming months over the bylaws of the corporation.Baltimore Bancorp, the parent company of the Bank of Baltimore, last night announced that after a preliminary count, Hale's group got more than 5.51 million votes and management's slate of six incumbent directors got about 3.79 million votes.

The battle over Baltimore Bancorp will shift to the courts now that shareholders voted by a wide margin for a dissident slate of directors headed by Baltimore Blast owner Edwin F. Hale Sr.Apparently at least six of the 16 opposition candidates will sit on the board of the bank holding company, according to the tally of shareholder votes completed yesterday. However, whether the Hale group will gain a majority on the board will be decided in a legal battle in the coming weeks over the bylaws of the corporation.

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.

The battle for Baltimore Bancorp resumed yesterday as attorneys for insurgent stockholder Edwin F. Hale Sr. filed papers in U.S. District Court in Baltimore seeking to have many of the votes received by management thrown out.Management of the parent company of the Bank of Baltimore is attempting to beat back dissidents -- led by Mr. Hale -- who are running for six of the 18 seats on the company's board of directors. The insurgents also want to expand the board to 28 members and fill the 10 new seats with their allies, giving them control of the board.

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.

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.

A group of dissident Baltimore Bancorp shareholders said yesterday that it will fire Baltimore Bancorp Chief Executive Harry L. Robinson if it is successful in gaining control of the board.Baltimore businessman Edwin F. Hale Sr. said he and other Baltimore Bancorp shareholders have formed a shareholders' committee for the purpose of soliciting proxies from shareholders. The announcement said that the group would install Charles Whittum, a former executive at Union Trust (now Signet Bank/Maryland)