After months of bitter public wrangling and legal maneuvers, Massachusetts' Central Co-operative Bank and California's Genesis Financial Partners have settled their dueling lawsuits.
The agreement paves the way for the thrift to hold its long-delayed annual meeting, scheduled for Dec. 2 in Boston. Central officials had refused to schedule the meeting while the litigation was still pending, angering a number of other shareholders who wanted to hear both sides.
"I am very pleased that this settlement agreement ensures that the shareholders of Central will have the opportunity this year to express their views on the future course of our bank," Stephen H. Gordon, president of Genesis general partner Gen Fin Inc., said in a press release. The Newport Beach, Calif., hedge fund has been calling for Central to beef up earnings or sell out.
The comprehensive settlement calls for the Somerville-based thrift to finally provide Genesis with its shareholder list and put two Genesis proposals to a vote by shareholders. Genesis had filed the original lawsuit in January seeking a copy of the shareholder list under state law so it could promote its views to other shareholders.
Central agreed to include the Genesis proposals in its proxy materials, as well as allow the fund to make one mailing on its own. The proposals to be voted on call for the $310 million-asset thrift to dismantle all of the antitakeover provisions in its bylaws and put itself up for sale.
In exchange, Central achieved what three other Northeast thrifts that Genesis has harried could not do: it neutralized Genesis as a gadfly.
The hedge fund agreed to be a passive investor in Central stock in the future, and to cut its investment below 5% within a year. Genesis currently owns 6.42% of Central stock.
Genesis also agreed to withdraw its nomination of two former bankers to Central's board.
The fund is also blocked in the future from soliciting proxies on any issue, and following the annual meeting must vote its shares in the same proportion as the rest of the thrift's shares are voted on all matters.
Any sale of stock by Genesis must be made on the open market "in an orderly fashion," according to Central. This would bar a negotiated transaction with a third party without the prior approval of the thrift's board.
Finally, the agreement prohibits Genesis from "issuing disparaging statements about Central Bank's officers or directors." During the months- long fracas, the two sides frequently directed barbs at each other.
"This is a very, very positive result for Central Bank and its stockholders and puts a distraction behind us," said Central president and chief executive John D. Doherty.
The battle between Central and Genesis has attracted the attention not only of the investment community, but also of other thrifts in the Northeast - where Genesis' three other targets are located. At least two of the three were even working with Central in its counterclaims against Genesis, in which the fund was accused of using insider information.
With the litigation now dismissed and Genesis bound to future silence by the agreement, the annual meeting will now feature the final showdown between the parties. And executives from other institutions are likely to watch closely.
Genesis had earlier pressured Abington Savings Bank and Lawrence Savings Bank in Massachusetts, as well as First Keystone Financial Inc. in Media, Pa. The fund lost proxy votes at the two Bay State thrifts, but managed to force First Keystone management to cut costs in an effort to boost earnings.