Shareholders yesterday approved overwhelmingly the acquisition of Metropolitan Federal Savings & Loan of Bethesda by a group of Washington investors that includes restaurateur Ulysses G. (Blackie) Auger and parking magnate D. F. Antonelli. The purchase price was about $22 million.
Each of the 1,300 stockholders will receive $25 in cash plus $10 in 10-year subordinated debentures for each share. Each shareholder also could get up to $5 per share from an escrow fund established to cover a potential tax liability.
The S&L will become a wholly owned subsidiary of the privately held Metropolitan Holding Co. Inc., created to issue the debentures.
Among the owners are William C. Eacho, owner of Washington Fish Exchange; real estate developer Joel S. Meisel; construction company president Alan B. Geller; real estate broker Michael P. Ochsman, and Henry Goldberg of Chevy Chase and Richard Rubin of Rockville. Sons of two owners, Gregory U. Auger and William C. Eacho III, serve on the board of directors.
The largest shareholder who agreed to sell is William G. Scaggs, the S&L's chairman and the owner of several local restaurants. Scaggs holds 53,100 shares, or 9.4 percent, of the stock.
The merger is subject to approval by the Federal Home Loan Bank Board.
The investor group first proposed a merger two years ago. Its initial offer was for $15 cash and $23 in a 10-year convertible subordinated debentures paying 10 percent. After Metropolitan's board approved the deal, two other offers were made, but both fell through.
Then the S&L experienced difficulties with the Internal Revenue Service over $2.7 million in assistance the Federal Savings and Loan Insurance Corp. provided when Metropolitan took over troubled County Federal in 1981. The IRS claims the S&L owes taxes on the $2.7 million, plus interest. If the IRS prevails, the S&L will seek reimbursement from the FSLIC. If the S&L wins the tax issue, each shareholder will get up to $5 per share.
The book value of Metropolitan S&L's stock is $33. At the meeting yesterday there were hostile questions from some Metropolitan S&L stockholders who wanted to get their money out in less than 10 years. In the end, however, only 3 percent of the shares were voted against the merger, with 83 percent in favor; a response was not given on the rest and they were counted as votes against.
Metropolitan, chartered in 1951, has 20 offices in five counties throughout Maryland. Its assets were $384.5 million as of March 31. For the year 1984, it had earnings of $842,326 ($1.53 a share).