The showdown for control of Financial General Bankshares Inc. reached a cliff-hanger climax here today -- and was continued until next week.
It will take that long to count the 60 million votes cast by shareholders in a referendum intended to decide the longest-running corporate takeover fight in Washington business history.
While the votes are being counted, new negotiations are being planned between the company's management and the Middle Eastern investors who have been trying for two and a half years to buy control of the $2.3 billion asset banking company.
Usually stockholder votes in corporate elections are tallied up right at the annual meeting, but Financial General Chairman B. F. Saul II announced a different procedure at the opening of today's shareholder session.
The polls would be kept open until 3 p.m. to give all stockholders a chance to vote or to change their vote, Saul disclosed.
Then -- after zipping through the annual meeting agenda in 15 minutes -- Saul surprised stockholders by calling for a vote on a motion to adjourn the meeting temporarily until next Wednesday.
With no discussion, the proposal passed on a voice vote, and the conclusion of the meeting was put off until 10 a.m. next Wednesday at the office of J. Henry Schroeder Bank and Trust Co. in New York.
Saul said afterwards the week's delay had been planned in talks last week between lawyers for the two sides. The lawyers insisted the delay was usual in corporate proxy fights because of the complexities of ballot-counting. Shareholders can change their votes at any time by sending in a dated new ballot, so totals for each side must be cross-checked to eliminate any changes or duplication.
Results of the vote-counting won't be announced to the public until the meeting next Wednesday, but both sides will be in on the counting and will see the results as they emerge.
As soon as the outcome is apparent, the two sides probably will arrange a meeting, predicted Clark Clifford, the attorney behind the takeover bid of < Sheikh Kamal Adham of Saudi Arabia.
If Adham's three nominees for the board of directors and his referendum urging the company to drop opposition to the takeover fail to win support of the stockholders. "Our client's interest will probably decrease," Clifford said.
Citing Securities and Exchange Commission regulations restricting public statements during corporate elections, both Saul and Clifford refused to speculate on the outcome.
Clifford said an attempt to settle the dispute was made about two weeks ago at the suggestion of Dr. Armand Hammer, chairman of Occidental Petroleum Corp. Hammer is a Financial General board member and owns more than 5 percent of its stock.
According to Clifford, Saul and his associates offered to sell their interest in the company for $28.50 a share, or $3.50 more than the previous offer by Adham and his group from Kuwait and Abu Dhabi.
Adham agreed to pay the price, but the deal got hung up on details and wasn't consumated, Clifford said.
Saul refused to discuss the negotiations, but agreed with Clifford that further talks are expected.