The confusing saga of Finalco Group Inc. took yet another perplexing turn yesterday, with a Michigan investor claiming he had assumed control of the McLean-based leasing company and Finalco's current management responding that it was still in charge.
In a filing with the Securities and Exchange Commission, an investment partnership led by Harold L. Van Arnem said it had completed the purchase of about 54 percent of the company and has taken action to remove the current directors and management.
According to the filing, Van Arnem has been appointed chief executive officer of Finalco, which leases equipment to Fortune 500 companies.
However, Finalco President Robert W. Bertrand said that despite Van Arnem's claims, the eight members of the company's board and its management remain in place and are running the company.
Bertrand said the board is negotiating with Van Arnem over the terms of a tender offer to buy the remaining shares of the company.
Short of accepting such an offer, however, the current board will remain in place until Finalco's next shareholder meeting in October, Bertrand said, when only two or three members of the board could be replaced because of the "staggered" terms of the directors.
"It is the responsibility of the board to represent the interests of all the shareholders," Bertrand said. "We want to evaluate the other alternatives available to shareholders."
In particular, he said, the company wants to consider whether a proposal to sell most of Finalco's assets for $29.5 million to Western Savings and Loan of Phoenix would be superior to any takeover offer by Van Arnem. Bertrand said the board has given Van Arnem until Feb. 1 to make such an offer.
Van Arnem was unavailable for comment yesterday. According to Bertrand, members of his group have been to Finalco's premises to inspect financial and other records, but Bertrand said they have not taken control of the company's operations.