CHICAGO -- Following an animated debate about golden parachutes, Continental Bank Corp. shareholders on Monday approved a proposed $2.3 billion buyout by BankAmerica Corp.

About 75% of Continental's outstanding shares were voted at the banking company's annual meeting, with about 99% of voted shares cast in favor of the BankAmerica transaction. San Francisco-based BankAmerica is paying about $1.9 billion for Continental's common stock, plus more than $400 million for its preferred shares.

Chairman and chief executive Thomas C. Theobald was criticized by some shareholders over the $23 million severance package accorded to the top nine officers of the bank, with investor expressions ranging from disappointment to open hostility.

But other investors shrugged off the arrangements, indicating they were satisfied with the merger terms. BankAmerica is offering a mix of cash and stock worth roughly 125% of Continental's book value.

Bailout Recalled

Mr. Theobald reminded shareholders that he and other top officers came aboard in a period when Continental still was partially owned by the Federal Deposit Insurance Corp. He said the severance pay helped compensate for the uncertainty of working at a bank "owned by the government" and often cited as a takeover candidate.

Although lawsuits contesting the merger are outstanding, Mr. Theobald expressed confidence that the deal will be completed. When asked about the potential fallout of adverse legal judgments, Mr. Theobald said BankAmerica "would have to absorb" the consequences.

Five potential class action suits have been filed in Delaware, with shareholders alleging that the price is "grossly inadequate." According to Continental's proxy statement, litigants are seeking to block the merger and force a fresh auction of Continental, plus damages "for any alleged higher price ... and for any benefits obtained by management."

The $23 billion-asset Continental hopes to obtain Federal Reserve Board approval for the deal in July, Mr. Theobald said. It must also gain consent from the Illinois banking commissioner and the Justice Department. BankAmerica hopes to close the merger by Sept. 30.

Mr. Theobald said Continental's second quarter "is tracking satisfactorily the trajectory of the past few years."

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