A Montgomery Count judge yesterday ordered a delay in the annual shareholders meeting of Government Services Savings and Loan to give dissident stockholders time to offer their own slate of directors.
Circuit Court Judge Calvin R. Sanders ruled that Government Services had "arbitrarily and capriciously advanced the date" of the meeting from Aug. 27 to Aug. 14.
The firm's present board changed the date "solely and exclusively to avoid a contested election," Sanders said in an injunction issued after a conference in his chambers.
The injunction was asked for in a lawsuit filed yesterday morning by a "stockholders committee" of four dissident investors who own more than 20 percent of Government Services' stock.
The committee announced last week it planned to nominate a slate to oppose the association's board and vowed to fire President Alexander R. M. Boyle if successful.
The fight for control of Government Services, the largest savings association in Washington's Maryland suburbs, was set off by losses totaling approximately $4 million in the past 15 months.
Boyle said yesterday's ruling decided "nothing on the merits" of the dispute between Government Services' management and the dissident group.
A hearing was scheduled for next Wednesday in the case. At that time, the court could lift the injunction and permit the meeting to be held on the 14th. Or the injunction could be left standing, requiring the meeting to be held on or after the 27th.
That has been the date of the annual meeting for several years. When the fight broke out, the meeting date was moved up "to get this settled as quickly as possible," Boyle said.
The stockholders who filed the lawsuit and are seeking to replace Government Services' management are Emanuel Baker Jr., owner of Town & Country Properties, a major Virginia real estate firm; Arthur J. Phelan Jr., who was outsted as Government Services' chairman in 1978; Fred E. Wilson Jr., a former vice president of the firm; and Martin W. Devereaux, a former board member.
The dissidents yesterday asked the Securities and Exchange Commission to approve the material they want to send to stockholders detailing their objections to the way Government Services has been run. The opposing proxy materials could be cleared by the SEC and sent to stockholders by the end of the week, said Nando DiFilipp, attorney for the group.
Government Services, meanwhile, is sending stockholders an explanation of plans to sell its headquarters site on Wisconsin Avenue in Bethesda to raise additional capital. The association's losses have been so great that Government Services no longer meets the minimum reserve requirements set by Maryland regulators. Sale of the property would restore the association's capital to well beyond the minimum level, boyle said.