Financial General Bankshares is seeking to force four Arab investors to come to Washington to testify about their purchases of nearly 20 percent of the stock in the Washington bank holding company.
U.S. District Court Judge Charles Richey yesterday ordered a hearing next Friday on the company's effort to take depositions from the four investors.
Attorneys for the four had asked the court to block the company's questioning, which is part of the on-going legal battle between the management of Finalcial General and a group allegedly trying to take over the company.
The four investors are Sheik Kamal Adham, former head of the intelligence service of Saudi Arabia; Faisal Saud al-Fulaji, a businessman from Kuwait who formerly ran Kuwait Airlines; and two sons of the ruler of Abu Dhabi, Sheik Mohammed and Sheik Sultan bin Zaid al-Nahyan. Because Sheik Mohammed is a minor, the company is seeking to question Abdullah Darwaish, financial adviser to the royal family.
Although Judge Oliver Gasch issued a preliminary ruling Thursday in the civil lawsuit filed by the company against the four, Bert Lance and others, the legal battle is not over.
Financial General council Martin Thaler said yesterday the company wants to question the Middle Easterners about reports on purchases of stocks that were filed with the Securities and Exchange Commission, and other issues.
Thaler said the company intends to pursue the civil suit, although Judge Gasch this week refused to grant a preliminary injunction blocking the Lance group from buying more stock in Financial General.
The judge, however, said Financial General "will prevail on the merits of its claim that the defendants acted as a group" and illegally bought the company's stock without making public reports.
What penalties the court might impose is unclear, but the company's pursuit of the legal fight - and its attempts to question the four investors - could discourage the public-shy Arabs from seeking to buy more Financial General stock.
Together the four have bought about 1 million shares of the company, purchasing most of it from company insiders, who knew the buyers were seeking control. But about 238,000 shares were purchased on the open market.
The shareholders who sold on the open market were not told a take-over bid was underway, Gasch ruled, and thus were unable to make an informed decision about whether to sell their stock.
In his decision Thursday, the judge said the sellers should be offered the right to rescind the sales, and buy their stock back at the price for which they sold it.
Once that conditions is met, he added, the Arabs can proceed to buy more stock in the company and seek control of it.
Under terms of the earlier SEC consent settlement ordered by Judge GAsch, the Arabs agreed to make a public tender offer for all the remaining shares of Financial General within a year, or to offer their shares for sale.
Attorney Robert Altman said the tender would be made after the open market sellers are offered the chance to rescind their sales.
About 50 persons sold shares to the Arabs in open market transactions. If all of them chose to buy back their stock it would reduce the Arabs holdings in the company from just under 20 percent, to about 15 percent.
To comply with the judge's order, the buyers and their stockbrokers, will probably have to crack down each of the sellers by manually tracing records through the complex stock-transfer process, a costly job that could take sometime.
When and if a tender offer is made by the Arabs, the company will actively oppose it, a spokesman vowed.