Shareholder Presses Thrift to Drop Anti-Takeover Provisions and Sell

Hedge fund Genesis Financial Partners is turning up the heat on Central Co-operative Bank.

In proposals submitted to the Somerville, Mass., thrift, the California- based fund, a shareholder, is calling on Central officials to repeal all anti-takeover provisions in the institution's charter and put the $318 million-asset thrift up for sale.

"Anti-takeover provisions protect entrenched management and perpetuate poor performance by diminishing the threat of a takeover," Stephen H. Gordon, president of Gen Fin Inc., the general partner of Genesis, said in a statement.

Central officials would not comment.

The thrift's anti-takeover provisions include a shareholder rights plan, a prohibition on cumulative voting, a staggered board, a requirement for a supermajority vote by shareholders, and other related items.

In its demand for a sale, Genesis also specifically said that a merger of equals would not be acceptable. Mr. Gordon reiterated that the thrift should be able to fetch about $22 per share, about 150% of Central's Dec. 31 book value, in a sale.

Genesis had intended to introduce the proposals for a vote at an upcoming shareholder meeting, but officials from the thrift are still reviewing the proposals.

Genesis, which owns 6.42% of Central's stock, has been pressuring Central to improve its performance or sell out.

Mr. Gordon has filed suit to obtain a copy of the shareholder list to inform other shareholders of his concerns and ideas. So far, Central officials have ignored Mr. Gordon, claiming that they have yet to receive evidence that he is in fact a stockholder.

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