against a Connecticut bank, accusing several board members and the president of shirking their fiduciary duty by turning down a lucrative buyout offer from Fleet Financial Group Inc. A lawsuit filed by shareholder M. Merriam March, the wife of the former director, accuses six directors of Glastonbury Bank and Trust Co. and its president, J. Gilbert Soucie, of acting with self-interest by "recklessly" rebuffing a $16-per-share offer from Providence, R.I.-based Fleet in the summer of 1994. At the time, the offer, which was solicited by Hartford-based Bank Analysis Center on behalf of Glastonbury, was worth 218% of the bank's book value and about 40 times budgeted 1994 earnings, according to the lawsuit, which was filed in state Superior Court in Hartford. The multiples were the highest Bank Analysis had seen in New England in three years, the suit states. The suit alleges that the board rejected the offer in favor of a management plan to remain independent, despite Bank Analysis' criticism of the plan as unlikely to yield expected results. "The sale of the bank on the terms offered by one or more of the interested financial institutions was in the best interests of the shareholders and would have been pursued by an ordinarily prudent person in a like position under similar circumstances," the lawsuit says. "The defendants' decision to remain independent was tinted by self-interest, reckless, and grossly negligent." Mr. Soucie rejected the allegations as lacking merit. "There's two sides to every story and at the appropriate time, our side will be heard by someone in a black robe and sound judgment will prevail," he said. Ms. March is the wife of Henry J. Stone Jr., who resigned from Glastonbury's board in May of 1994 after news of the negotiations became public. Her lawsuit, which seeks monetary damages and the removal of the seven defendants from the board, was filed on behalf of all shareholders of the company. Mr. Stone, who had voted to accept Fleet's offer, has also filed a personal lawsuit against the bank alleging that the bank's decision cost him money. After his resignation, Mr. Stone sold most of his stock at a per-share price $9.50 less than the Fleet offer.

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