Proxy Fight

Billionaire investor Carl C. Icahn dropped his plans to propose an opposing slate of directors for the board of Gaithersburg-based MedImmune Inc., noting the biotechnology company's decision to seek a buyer. Icahn, in an e-mail statement yesterday, said he urged MedImmune "several weeks ago" to put the company up for sale. He also said at the time that he intended to nominate directors at the 2007 annual meeting "whose intention it would be to accomplish this." In pulling back yesterday, Icahn said he reserved the right to pursue the proxy fight if MedImmune, Maryland's largest biotech company in sales and employment, fails to complete a sale.

NEW YORK -- A federal judge said yesterday that he will seek a criminal investigation of Rafi Khan, an ICN Pharmaceuticals Inc. stockholder, to determine whether the dissident shareholder lied under oath.U.S. District Judge John Sprizzo in Manhattan said at the end of a hearing, which originally involved an ICN proxy fight, that he will ask federal prosecutors to investigate possible perjury by Mr. Khan.Further, Judge Sprizzo blocked Mr. Khan from waging his proxy fight against the ICN board of directors, after finding that Mr. Khan concealed his checkered past from fellow ICN stockholders he is trying to woo.Judge Sprizzo rejected protestations of innocence from Mr. Khan, who earlier yesterday denied assertions from ICN Pharmaceuticals that he tried to illegally hoard British Gas L. P. shares in the mid-1980s when the utility went private.

Edwin F. Hale Sr. is about to learn the truth of an old saying: Be careful what you wish for, because you just might get it.Mr. Hale is on the verge of triumph in his five-month proxy fight to gain control of Baltimore Bancorp, the parent of The Bank of Baltimore. He could be chairman of the board as soon as Tuesday, if preliminary voting tallies hold up. But he won his new job by charging that the former thrift was behind the times, not profitable enough -- even a bit stuck in the mud.Here's the dirty little secret: If his charges were true, they still will be on Tuesday.

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.

The combatants in the proxy fight for control of Baltimore Bancorp whipped their horses into the homestretch yesterday, as dissident shareholders protested management's tactics to the U.S. Securities and Exchange Commission and management waited for results from a new proxy mailing to shareholders completed on Friday.Both sides said they are confident of victory at the company's annual shareholders meeting, scheduled for tomorrow at the Sheraton Inner Harbor Hotel.Management's new proxy mailing asked shareholders to support Baltimore Bancorp's six incumbent directors up for re-election, and to support the company's position opposing the dissidents' move to expand the board to 28 directors from 18.Expanding the board would let the dissidents elect up to 16 directors and give them a chance to take control of the company.

A year ago this week, directors of Baltimore-based Allied Research Corp. elected Reinald W. Carter chief executive and assigned him the task of turning around a company that had struggled much of the past decade to stay alive.In the words of Marvin B. Ruffin, the small defense contractor's chairman who has since died, it was a case of "throw him to the wolves and hold him responsible."Allied hadn't posted a profit since 1987 and had chalked up a string of eight red-ink quarters.But that was then.

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, the target of a bitter takeover fight, was scheduled to reconvene its annual meeting today for one hour to receive the final shareholder votes.The company, which is the parent of the Bank of Baltimore, extended shareholder voting past its annual meeting last WednesdayThe takeover effort is being led by Edwin F. Hale Sr., a Baltimore truck and shipping executive and owner of the Baltimore Blast soccer team. He and 15 other shareholders are trying to win positions on the board of Baltimore Bancorp.

Edwin F. Hale Sr. claimed victory yesterday in his proxy fight to gain control of Baltimore Bancorp, but management refused to concede defeat.Who actually won won't be known until the middle of next week, when the ballots will be counted."

Baltimore Bancorp, the target of a bitter proxy fight over control of the company, has announced that it will extend stockholder voting for directors on the board and other issues through noon next Tuesday to give shareowners a chance to digest recent developments in the battle.The bank holding company's annual meeting was being held today at the Sheraton Inner Harbor Hotel.Jerome Baroch, senior executive vice president for Baltimore Bancorp, said the bank decided to hold open the polls for stockholders in light of a decision yesterday by the Federal Reserve System and concerns by the Securities and Exchange Commission about possible stockholder confusion.

SAN FRANCISCO - Billionaire investor Carl C. Icahn is weighing whether to use the stake he has amassed in Yahoo Inc. to launch a proxy fight to unseat some of the Internet pioneer's board members after Microsoft Corp.'s failed bid for the company, two people familiar with the matter said yesterday. Icahn has purchased about 50 million Yahoo shares, roughly 4 percent of the company, since Microsoft pulled its $47.5 billion offer for Yahoo, according to the people, who spoke on condition of anonymity because the talks were confidential.

SAN FRANCISCO -- Running out of time and options, Yahoo Inc. again rebuffed Microsoft Corp.'s buyout offer yesterday and continued to seek refuge in the arms of Time Warner Inc. Yahoo, which faces a takeover fight if it does not reach a deal with Microsoft by April 26, is trying to sell a substantial minority stake to Time Warner, according to people familiar with the talks. The deal being discussed would combine Yahoo with Time Warner's beleaguered AOL Internet unit. Time Warner's stake, if committed to support Yahoo's management against Microsoft, would make it harder for the software giant to win a threatened proxy fight.

Billionaire investor Carl C. Icahn dropped his plans to propose an opposing slate of directors for the board of Gaithersburg-based MedImmune Inc., noting the biotechnology company's decision to seek a buyer. Icahn, in an e-mail statement yesterday, said he urged MedImmune "several weeks ago" to put the company up for sale. He also said at the time that he intended to nominate directors at the 2007 annual meeting "whose intention it would be to accomplish this." In pulling back yesterday, Icahn said he reserved the right to pursue the proxy fight if MedImmune, Maryland's largest biotech company in sales and employment, fails to complete a sale.

Shares of McDonald's Corp., the world's largest restaurant operator, have rebounded in the past few months to levels not seen in more than six years. The climb comes on the heels of a 50 percent boost in the company's dividend and pressure from a hedge fund manager threatening a proxy fight. The company's stock has risen more than 25 percent from the July 14 close of $33.04 to yesterday's closing price of $42.23 on news that its September sales were stronger than expected and third-quarter profits would exceed the predictions of analysts.

Citigroup Inc. has agreed to the demands of a mutual fund investor who had waged a proxy battle by threatening to vote against the fund's transfer to Legg Mason Inc., removing a hitch in a $3.7 billion deal between the two financial companies. Salomon Brothers Fund, which is under the Citigroup umbrella, decided to open the fund to new investors, a move sought by Elliot Management Corp., the fund's largest investor. In return, Elliott agreed to drop its proxy fight and to vote for a new management agreement that would enable the fund to be transferred to Legg Mason.

Signaling its refusal to back down from a two-month bidding war, Qwest Communications International has once again raised its offer for MCI. The fresh offer of $8.9 billion, made yesterday, was made two days after MCI's board tried to end the contest by accepting a $7.6 billion bid from Verizon Communications. Qwest's new bid would give MCI shareholders $27.50 a share, with $13.50 in cash and the rest in stock. Qwest had previously offered $8.45 billion, or $25.60 a share, in cash and stock.

Moving its takeover battle to another front, Omnicare Inc. announced yesterday that it plans to have three candidates run for seats on the board of directors of Baltimore-based rival NeighborCare Inc. That sets up the possibility of a proxy fight leading up to NeighborCare's annual shareholders meeting next year. A date hasn't been set for the meeting; this year's meeting was June 15. Proxy fights are a tactic often used by spurned suitors in takeover attempts. In its 18-month-long battle to buy PeopleSoft Inc., Oracle Inc. last month threatened a proxy fight for PeopleSoft board seats.

Brace yourself for the white booklet invasion known as proxy season. Thousands are being delivered, clogging up mailboxes and cluttering desks and kitchen tables as investors promise to read it tomorrow. To the Securities and Exchange Commission, a proxy report, or DEF 14A, is a required filing for any publicly traded company and must be distributed prior to the firm's annual meeting. It is supposed to provide information on the company's board of directors and executive compensation and give shareholders a chance to vote by proxy on certain proposals.

NEW YORK -- A federal judge said yesterday that he will seek a criminal investigation of Rafi Khan, an ICN Pharmaceuticals Inc. stockholder, to determine whether the dissident shareholder lied under oath.U.S. District Judge John Sprizzo in Manhattan said at the end of a hearing, which originally involved an ICN proxy fight, that he will ask federal prosecutors to investigate possible perjury by Mr. Khan.Further, Judge Sprizzo blocked Mr. Khan from waging his proxy fight against the ICN board of directors, after finding that Mr. Khan concealed his checkered past from fellow ICN stockholders he is trying to woo.Judge Sprizzo rejected protestations of innocence from Mr. Khan, who earlier yesterday denied assertions from ICN Pharmaceuticals that he tried to illegally hoard British Gas L. P. shares in the mid-1980s when the utility went private.

Edwin F. Hale Sr. is about to learn the truth of an old saying: Be careful what you wish for, because you just might get it.Mr. Hale is on the verge of triumph in his five-month proxy fight to gain control of Baltimore Bancorp, the parent of The Bank of Baltimore. He could be chairman of the board as soon as Tuesday, if preliminary voting tallies hold up. But he won his new job by charging that the former thrift was behind the times, not profitable enough -- even a bit stuck in the mud.Here's the dirty little secret: If his charges were true, they still will be on Tuesday.