An insurgent shareholder recently filed to raise his stake in a small Michigan thrift and nominate more directors after he rejected two peace offers.
Peter T. Kross, a Detroit stockbroker, is seeking regulatory approval to boost his stake to 24.9% of SJS Bancorp in St. Joseph and to nominate another three directors to its board. He now controls 9.96% of its stock.
His filing Friday at the Securities and Exchange Commission also stated that he is considering suing the company for reimbursement of the cost - about $61,000 - of his successful proxy fight to elect two directors at the annual shareholders meeting last October.
Last March, in what is known as a "standstill agreement," $135 million- asset SJS offered to reimburse Mr. Kross' proxy costs if he agreed not to oppose management for the next 10 years, he said in his filing.
At about the same time, he said, he was offered "greenmail" by the thrift - $20 a share for his stock, slightly above its market price at the time.
He said he rejected both offers.
Mr. Kross, who has pressured two other thrifts into selling after investing in them, has repeatedly suggested SJS seek a merger as the best way of enhancing shareholder value. The thrift's officials could not be reached for comment.
Since the annual meeting, when shareholders elected Mr. Kross's two nominees to the board, the struggle between the two camps has escalated.
In February, when Mr. Kross' directors began their terms, the board voted to expand to 11 directors by adding four slots. This diluted the influence of Mr. Kross' directors, his SEC filing stated.
What's more, the four additional directors were appointed by the board, rather than elected by shareholders, he said. And one of the four, Neil R. Berndt, had been defeated in the shareholder vote four months before, according to the filing.
"They stated in their proxy material that they would not reimburse me," said Mr. Kross, "but their chairman told me that morally they probably should."
Mr. Kross said he was reimbursed for 80% to 90% of the costs from his only other proxy contest, which prompted the sale last year of Great Lakes Bancorp, Ann Arbor, Mich., to TCF Financial Corp., Minneapolis.
