The fallout from Maryland's savings and loan crisis has created some unusual, if not bizarre, developments, the latest being a $36 million puzzle fashioned by John Hanson Savings and Loan.
Hanson's management, for reasons still unexplained, believed a new issue of stock that it initially planned to sell to the public was worth only $7 a share.
Baltimore Bancorp, the holding company for a Maryland commercial bank and a savings and loan, believes John Hanson is worth substantially more. In fact, Baltimore Bancorp offered to buy Hanson for $12 a share, only to be rebuffed. Undeterred, Baltimore Bancorp increased the offer to $15 a share.
Hanson's directors rejected that, too, turning their backs on an offer worth $36 million for a company that was perilously close only a few months ago to seeking a merger partner or going out of business.
In the wake of the savings and loan crisis that threatened to topple privately insured Maryland institutions, Hanson (assets of $643 million) and other Maryland-chartered S&Ls with assets of $40 million or more were ordered to obtain federal deposit insurance by Dec. 31, 1985, or go out of business.
Hanson qualified for federal insurance, but only after the state had agreed to issue a special certificate in the amount of $11.25 million to raise Hanson's net worth to federal standards. Actually, Hanson concedes that, even with the net-worth certificate, its regulatory net worth -- $29.2 million at the end of December -- was short of the required 5 percent.
In any event, Hanson plans to proceed with the stock offering, proceeds of which will be used, in part, to pay off the note held by the state.
Stockbrokers and others in the investment community are baffled by Hanson's outright rejection of Baltimore Bancorp's latest offer. At $15 a share, the offer is more than twice Hanson's book value, or its net worth divided by the number of shares outstanding. Hanson's book value is about $7 a share.
"It's unheard of for someone to offer two times the book value for an S&L," observed a broker with a Washington firm, who asked that his name be withheld. "That's a fantastic price. John Hanson is sitting down there with the underwriters and agree s that $7 is a fair price. If they decided on a price of $7 a share, how in the world can they say $15 is not a fair price? It's mind-boggling."
But Hanson hasn't said $15 is an unfair price. It hasn't given an explanation for rejecting either offer, in fact.
Is Baltimore Bancorp willing to raise the ante? "We have bid aggressively and will continue to do so," Harry L. Robinson, Baltimore Bancorp's president, replied yesterday when asked about his intentions.
Baltimore Bancorp's dogged determination to sway Hanson's directors is almost as puzzling as their refusal to consider the offers for the company. Why Baltimore Bancorp is willing to offer such a high premium for Hanson when other state-chartered S&Ls are available is almost as baffling as Hanson's posture. Maryland Gov. Harry Hughes has said, for example, that he would be willing to pay as much as $147 million to the buyer of the ailing Community Savings and Loan.
"I like the people over there. I like the organization, and I like the locations" of Hanson's 23 branches, Robinson explained.
The organization that Robinson likes so much had income of $11.5 million before taxes for the year that ended June 30, 1984. A year later, income fell to only $1.6 million before taxes. And Hanson reported a loss of $6.7 million, which it attributed to the state's seizure of capital deposits that S&Ls held in the defunct private insurance fund. Net income was $1.8 million for the quarter that ended on Sept. 30, 1985.
Hanson pointed out in its preliminary offering circular, nevertheless, that "certain elements" of its operations and asset portfolio "may have a long-term adverse effect" on its profitability.
Still, the people who control Hanson have indicated by their rejection of Baltimore Bancorp's offer that the S&L is more valuable under their control in the long run. Directors and officers of the company own more than 29 percent of the stock, and Walter L. Green, Hanson's chief counsel, and his family hold more than 30 percent. Hanson's executives as a group receive nearly $1.4 million annually in salaries and bonuses. Chairman Charles A. Dukes Jr. receives more than $235,000 a year in salaries and bonuses, and Jerry D. Whitlock, Hanson's president and chief financial officer, is paid $147,955. Both amounts are considerably higher than the compensation received by top executives of much-larger Washington-area companies.
Even though Hanson officials obviously believed the company's stock is worth only $7 a share, the offers from Baltimore Bancorp may force them to offer it at a slightly higher price. But at $7 a share, or even $10 a share, small stockholders will come out on the short end.
The mere fact that someone is willing to pay $15 for Hanson's stock may create a big demand for it initially. Market analysts believe Hanson's value will decrease, however, when it becomes clear that a stock offering effectively would preclude an acquisition by another company. Emergency legislation that permits the purchase of ailing Maryland thrifts no longer would apply to Hanson once it goes public. There is, in fact, no law that permits the takeover of a healthy Maryland savings and loan.
The issue before investors is whether they can afford to take the same risk as Hanson's directors, not knowing any more than the public does now about real value of $7 shares.