There's a considerable amount of scenery-moving going on these days in the financial empire of B. Francis Saul II.
A man with many business interests, Frank Saul is best known as the president of Chevy Chase Savings & Loan, the largest S&L based in Maryland. Chevy Chase has 26 branches and about $2.3 billion in assets. In the recent S&L crisis in Maryland, Saul was able to come up with $50 million of the $75 million he needed to qualify for federal deposit insurance by moving assets from several of his companies to Chevy Chase.
Chevy Chase S&L is one of a group of intertwined companies controlled by Saul that operate from offices at 8401 Connecticut Ave.
Among those companies is Realty Income Trust, a 23-year-old firm listed on the American Stock Exchange and recently trading at about $8.25 a share. In March 1983, in a change of management, Realty Income's headquarters was moved from Providence, R.I., to Chevy Chase.
When Chevy Chase S&L needed money, Realty Income Trust was one of the sources Saul was able to tap. The trust provided $8 million in return for 1,600 shares -- or 16 percent -- of a new issue of privately held stock issued by Chevy Chase.
In September, Realty Income Trust changed its name to Derwood Investment Trust.
Then, about a week ago, a tender offer for Realty Income-Derwood stock was made by Westminster Investing Corp., which offered $11 a share for the 404,000 shares owned by about 978 investors. Westminster and its subsidiary, Foxwood Investors Inc., both private firms, already hold 850,600 shares of Realty Income-Derwood stock, or 67.8 percent of the shares.
Frank Saul, in addition to his other interests, is also chairman and president of Westminster, which specializes in retail and shopping-center developments in the Washington area.
The president and chairman of Realty Income-Derwood is Henry T. Mortimer, a senior vice president of E. F. Hutton & Co.
Westminster, in its tender-offer filing with the Securities and Exchange Commission, cited several reasons why it thought its $11-a-share offer was fair.
It said Realty Income-Derwood stock is not heavily traded and has been selling for about $7 for several years, which is below its July 31 book value of $11.57.
Westminster also estimated that the liquidation value of the company would be about $9 a share.
Announcement of the tender offer sent the price of Realty Income-Derwood stock up near the $11 mark.
If Westminster succeeds in buying the 404,000 shares, Realty Income-Derwood would cease to be a publicly traded company.
The tender offer also gives a glimpse of the range of Saul's business interests. SEC documents reveal that Westminster is a subsidiary of Chevy Chase Property Co. Ltd., (CCPC), a Bermuda corporation, described as a "real estate investment and development firm."
About 41.5 percent of CCPC's stock is owned by a second Bermuda corporation, Chevy Chase Financial Ltd. (CCFL).
Frank Saul is a director and president of both Bermuda corporations. He is the controlling shareholder of Chevy Chase Financial Ltd., which owns "significant" holdings in Chevy Chase Property Co.
Three officials of Realty Income-Derwood, Frank W. Metzbower Jr., treasurer and trustee; George M. Rogers Jr., secretary and trustee, and Henry Mortimer, president and trustee, are also officials of Chevy Chase Financial Ltd.
Mortimer and Rogers are directors, while Metzbower is executive vice president. CCFL was described as an "independent advisory firm" with executive offices in the Century House in Hamilton, Bermuda.
On the CCFL board of directors are four Bermuda citizens, including Donald P. Lines, chief general manager of the Bank of Bermuda Ltd.
Typically, the Saul network offers one entity the opportunity to sell services to another.
One of the subsidiaries of Chevy Chase Financial Limited is Real Estate Advisor Co., which has been overseeing operation of the Realty Income-Derwood Trust and received fees of $236,000 in fiscal 1984 and $350,000 in fiscal 1985.
Legg Mason's annual Thanksgiving list of the stocks favored for the coming year includes: Affiliated Bankshares of Colorado; Amdahl Corp. (computers); Converse Inc. (athletic shoes); DeBeers Consolidated Mines ADR (diamonds); Domtar Inc. (Canadian lumber); First Executive (life insurance); McDonnell Douglas (aircraft); Mercantile Bancorp (Missouri); National Intergroup (steel); Omicare Inc. (hospital services); Philadelphia Savings Fund Society, and Western Capital Investment (savings and loan).
While some of these choices had been discussed within the firm from time to time, three surprise choices were DeBeers, Domtar and National Intergroup. Legg Mason's Thanksgiving list has outperformed the Standard & Poor's 500 for the past six years. The 1983 Legg Mason list rose 44.9 percent, while the 1984 list was up 29.8 percent.
When Columbia First Federal Savings and Loan Association began offering stock to the public several weeks ago, President Dewitt T. Hartwell thought that 15 percent of its 1.9 million shares would be sold through a subscription offering to depositors, management and other interested investors and 85 percent would be sold by Merrill Lynch and Legg Mason.
As it turned out, 78 percent was sold by subscription and only 22 percent (468,000 shares) will be sold by the brokers. Hartwell says the outcome was "beyond my wildest dreams." The stock went out at $10 a share, in the middle of the proposed range of $8.50 to $11.50.
Hotel Investors of Chevy Chase, which has been under seige by a group of Mississippi real estate firms, has avoided a proxy fight by agreeing to name two representatives of the Eastover Group to Hotel Investors' two boards of directors.
Eastover holds an 8.8 percent stake in Hotel Investors and threatened last month to mount a proxy fight. Hotel will name Leland R. Speed, Eastover chief executive, to the board of the Hotel Trust and Earle F. Jones, president of Mississippi Management Inc., to the Hotel corporation board. The two Hotel organizations trade as a "paired share" on the New York Stock Exchange. Hotel Investors' annual meeting has been rescheduled for Dec. 19.
United Bancorp of Maryland, holding company for United Bank and Trust Co. of Upper Marlboro, is offering almost 29,000 shares of stock to present shareholders at $52 a share.
Stockholders will be able to buy one new share for each six shares they own. The offering will raise about $1.4 million. United has 11 offices in Montgomery, Prince George's, Anne Arundel and Charles counties. With 173,000 shares outstanding -- 201,000 after the offering -- the bank has 473 shareholders. At $52, the stock is selling above its book value of $46.88. Earlier this year, the stock was selling for about $40 a share.
Hazelton Laboratories of Vienna, which has seen its share of red ink, can look forward to "explosive growth in earnings over the next three years," said Michael L. Mead, director of research for Scott & Stringfellow of Richmond.
The reasons include a corporate restructuring, a stock buy-back program that could reduce its shares by as much as 25 percent and a rebound in the firm's basic business.
With steadily rising revenue, Mead predicts that earnings from continuing operations will rise from 49 cents a share for the year ending in June 1985 to 80 cents in 1986, $1.10 in June 1987 and $1.50 in 1988. Mead noted that there is some risk that the demand for independent laboratory testing services may not be as strong as anticipated.
Hazelton provides biological and chemical research services to commercial and governmental clients. Hazelton stock has sold as high as $25.38 and as low as $9 in the last five years. Currently, it is selling at $14.38. Mead sees the stock as suitable for aggressive investors interested in capital gains.