United Virginia Bankshares Inc. President Douglas H. Ludeman resigned yesterday in the wake of disclosures by the bank's board of directors that he had violated its internal rules on conflicts of interest and insider stock trading.
Ludeman, 54, had been slated to take over as the new chairman of Virginia's second-largest bank on Sept. 1. But on July 29, the bank disclosed to the Securities and Exchange Commission that Ludeman had been buying shares in Maryland banks that UVB was considering purchasing. A UVB board committee suggested Ludeman may have violated federal insider stock trading laws.
Although he said last month that he had no plans to step down from his $287,500-a-year job, Ludeman told the bank's board in a formal statement yesterday that "I can no longer be effective as an officer of UVB."
"I absolutely had no intention of taking advantage of my position at UVB for personal gain and do not feel the corporation has been injured as a result of my investments," said Ludeman, whose resignation is effective immediately. "I had hoped that the July disclosure that I had sold my shares to UVB at cost would have put an end to the matter, but that apparently has not been the case."
The disclosures over Ludeman's stock dealing have been a blow to UVB's image, and investment analysts speculated yesterday that the executive was forced out by the threat of a SEC investigation into the matter.
"This has been a shock to most people," said one Richmond analyst who asked not to be identified. "Ludeman was viewed as one of the smartest and best bankers in the state . . . But when this came out, most people questioned his judgment at a minimum. It would have been difficult for the bank to continue to make acquisitions with this hanging over them."
Neil Cotiaux, UVB's assistant vice president for public relations, said the decision to resign was made by Ludeman alone. He also said flatly "there is no investigation" of Ludeman by the SEC. But Dennis Block, a lawyer representing UVB's audit committee, called a reporter later to say that this was a "misunderstanding" and that the bank did not know whether or not the agency was investigating.
An SEC official said it could neither confirm nor deny whether it was investigating. Ludeman was unavailable to elaborate on his statement yesterday. Cotiaux said that SEC lawyers had a one-hour meeting Aug. 1 with UVB's general counsel on the matter.
Asked why Ludeman felt he could no longer continue at the bank, Cotiaux said, "Apparently, it was public perception, but beyond that it would be inappropriate to comment."
Ludeman, who will receive full early retirement pay and benefits, will be replaced as president by Richard G. Tilghman, 44, who had been the bank's vice chairman. Chairman and chief executive officer Joseph A. Jennings, who had been scheduled to step down, will now continue as chairman, but Tilghman will assume Jenning's duties as chief executive officer.
The publicity over Ludeman is one of two insider stock scandals that have jolted Richmond's closely knit financial community this summer. Earlier this month, the Bank of Virginia fired a vice president for attempting to sell 300 shares of the bank's stock from his personal portfolio just before it announced its intention to acquire Union Trust Co. of Baltimore.
In the UVB case, the bank had begun buying shares in Maryland bank holding companies last spring after announcing an ambitious plan for regional expansion on March 29. Shortly thereafter, Ludeman personally bought $124,000 of stock in three Maryland banks, according to the bank's statement to the SEC last month.
UVB had bought stock in two of those banks in preparation for a possible takeover. The identity of those banks would have been known to Ludeman as bank president but had not been disclosed to the general public.
The names of the banks involved still have not been disclosed, but this week UVB announced it had agreed to acquire Bethesda Bancoproation in Maryland for $44.5 million.
At a July 22 meeting of the UVB board of directors, Ludeman was ordered to sell the $124,000 in stock back to UVB at the price he paid for it. An internal investigation by the bank's audit committee concluded that Ludeman "violated UVB's standards of conduct prohibiting personal use of confidential company information, conflicts of interest and the appearance of impropriety." It also said "it could not be concluded that Mr. Ludeman did not violate federal law" relating to insider stock trading.