Activist shareholders appear close to killing a proposed merger of equals between two local thrift companies.
Lacking enough ballots to push through a combination with Liberty Bancorp, Hinsdale (Ill.) Financial Corp. adjourned its Nov. 26 shareholder meeting until Dec. 11 to rally more voter support.
"A tabulation of the shares voted shows a majority voted in favor, but not a majority of the shares outstanding," said Hinsdale chairman William Rybak. A majority of shares outstanding are required for the merger to be approved, so, in effect, the lack of a majority constitutes a vote against.
Mr. Rybak declined to identify how large a majority of voted shares favored the merger.
Thomas G. Fitzgerald, a Hinsdale Financial shareholder who in mailings urged other investors to oppose the deal, hailed a victory after the meeting.
"It was already defeated and management is trying to keep the polls open," said Mr. Fitzgerald, managing partner of TGF Investments LP, which represents 80,000 shares, or about 3% of the 2.7 million shares outstanding.
The merger, already approved by Liberty shareholders, would create a $1.3 billion-asset thrift.
The Hinsdale fracas is the latest example of how community bank shareholders are becoming more willing to challenge management's decisions. In this instance, neither side is showing signs of letting up in the four- month-old battle.
"We're going to go back and talk amongst ourselves to see if there's any need for further shareholder activism," Mr. Fitzgerald said. "If we conclude that that's appropriate, we'll do it."
Hinsdale Financial officials said they will spend the next several days trying to win over opponents and encourage nonvoters to cast their ballots.
"We're pretty close; we've got to go back to work," said Hinsdale Financial chief executive Kenne P. Bristol.
Hinsdale Financial management has claimed that the two thrifts would be stronger together than they are apart. The merger would bring together the western suburban franchise of $650.9 million-asset Hinsdale Financial and the northwest suburban and urban turf of $664.1 million-asset Liberty.
Further, they argue that the combined institution would be a more attractive takeover candidate.
But opponents of the deal claim that Hinsdale Financial is a more valuable franchise on its own.
Further, merging with Liberty would dilute potential Hinsdale Financial shareholder returns on goodwill claims.
If the merger were approved, Hinsdale Financial shareholders would have to share a potential windfall of up to $48 million in a supervisory goodwill lawsuit against the federal government.