board for rejecting a buyout offer from Fleet Financial Group. At the company's annual meeting last week, Henry J. Stone Jr. accused directors of Glastonbury Bank and Trust Co. of not serving shareholders' interests in deciding to remain independent. He also criticized J. Gilbert Soucie, Glastonbury Bank's president and CEO, for voting against the sale to protect his job, and lambasted bank officials for not bringing the Fleet offer to a shareholder vote. "The bank should have been sold last summer, and it is even more apparent that it should be sold now," the former director said in a statement issued at the meeting last Wednesday. He noted that the bank's assets have fallen $10 million, to $219 million, and equity is down 28%. The Providence, R.I.-based Fleet offered to buy the bank last summer for $16 a share, about 2.15 times the bank's Sept. 30, 1994, book value. But Glastonbury, which analysts consider attractive because of its grandfathered insurance sales powers, rejected the offer in September. Bank officials dismissed his criticism, saying that no other shareholders have voiced concerns about the board's decision since officials discussed the Fleet offer with shareholders at a closed meeting last November. And only 8% of the shares voted not to ratify last year's board actions or reelect the directors at the annual meeting, said Mr. Soucie. "Whatever action you take, you cannot satisfy all the shareholders," Mr. Soucie said. "The actions of the board are to represent the shareholders as a whole, not a small faction or a small group. I do not believe any director acted out of self-interest." But John Carusone, president of the Bank Analysis Center, which advises Glastonbury, agreed that the bank should try to sell. "We have a high degree of respect for the board of directors, but honest people can disagree about the best alternative course of action for shareholders," Mr. Carusone said. "This institution has a fine record and some unique attributes, but shareholders would be better off if they affiliated with a strong institution." Mr. Stone, who had been a director since 1991, resigned from the board on April 18, the day he received the bank's annual report. He explained that he had waited until then to step aside and speak up so that any inside information he possessed would be available to all shareholders through the report. To prove his claim that the board's decision has cost shareholders, Mr. Stone announced that he had sold 25,000 of his 39,000 shares for only $6.50 per share, which is $9.50 less than the Fleet offer. That's a total loss to him of about $237,000. "I expected fair treatment as a shareholder when I bought (the shares), and I do not feel that I have received the fair treatment that I am entitled to," he said.

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