A thrift holding company rallied enough last-minute support at a Wednesday shareholder meeting to push through a contested merger of equals with another Chicago-area thrift.
The victory was the fruit of a two-week shareholder lobbying campaign by Hinsdale Financial Corp. management, which had postponed a Nov. 26 vote because the proposed merger with Liberty Bancorp lacked support.
By pulling out a win in a heated four-month battle against dissident shareholders, Hinsdale Financial demonstrated that management typically holds the upper hand against challengers, observers said.
"The shareholders of Hinsdale got the short end of the stick," said Joel Gomberg, a banking analyst for Chicago-based Howe Barnes Investments, which opposed the deal. "But it's tough to vote these things down, and management pounded the pavement for this thing."
Of the roughly 94% of shareholders who cast ballots, about 55% supported the deal, said Kenne P. Bristol, chief executive of $650.9 million-asset Hinsdale Financial. He will become chief executive of the new, $1.3 billion-asset thrift, to be called Alliance Bancorp.
Hinsdale Financial won by persuading some opponents of the deal to change their votes, Mr. Bristol said.
"We spoke with several shareholders, and many reconsidered the merits of the deal and voted accordingly," he said.
Thomas F. Fitzgerald, a Hinsdale Financial shareholder who opposed the deal, said the dissidents gained that support only after Nov. 26, when management failed to get a majority of shareholders to vote. The difference in the Dec. 11 vote lay with one shareholder, James F. Dierberg of St. Louis, who changed his vote to support the merger, Mr. Fitzgerald said.
Mr. Dierberg owns 10% of Hinsdale's 2.7 million outstanding shares, Mr. Fitzgerald said.
"There's no question that what transpired between management and Mr. Dierberg remains a mystery," Mr. Fitzgerald said.
Mr. Dierberg, who owns St. Louis-based First Banks Inc., could not be reached for comment.
A key source of Hinsdale Financial shareholder discontent was the division of a potential supervisory goodwill lawsuit claim. The thrift stands to gain as much as $48 million from the federal government, but under terms of the deal Liberty shareholders would get a piece of that.
But Mr. Bristol said the thrift's strategy can't be constrained by hopes of striking it rich in a lawsuit against the federal government.