For unsuspecting shareholders who clung to the hope that they could salvage part of their investment in bankrupt Washington Bancorporation, the revelation by the U.S. trustee in the case that their chances are virtually nil is a harsh reality that many refuse to accept.
Stockholders are risk-takers -- in essence, gamblers without the stigma -- who hope they make the right investment decisions. They should know, as U.S. Trustee Dennis Early told shocked and outraged former WBC stockholders this week: "Shareholders are the last to get anything" when a company goes bankrupt.
For the unsophisticated investor, however, or for the owner of a few hundred or even a thousand shares of stock purchased with his or her life's savings or a modest inheritance, the realization that he or she has lost that investment can be a crushing blow. For a stockholder to assume that he or she shared the same rights as creditors and to learn that isn't the way these things really work is tragic.
It is a tragedy that is repeated all too often, unfortunately.
In the case of Washington Bancorp. and its principal subsidiary -- National Bank of Washington, which federal regulators sold to Riggs National Bank last month after declaring NBW insolvent -- the tragedy shared by stockholders need not have occurred.
"It's hard to imagine how a bank can go under and the loss is nearly $500 million unless somebody was really screwing up," a shareholder observed in dismay at a creditors' hearing earlier this week. It might be hard to imagine how it could happen, but obviously somebody -- many people, in fact -- screwed up.
Unquestionably, the failure of the parent company and the bank can be attributed to bungling, miscalculations and naivete. Footprints in this whodunit lead from the doors of management, directors, federal regulators and, indeed, WBC's principal stockholder, Wafic Said, the wealthy Saudi investor who forced the resignation of former WBC chairman Luther H. Hodges Jr. in a clash of wills. All had a hand in the collapse of the company.
The most puzzling aspect of this sorry tale is how regulators stood by and watched NBW slide down the tubes and failed to intervene until too late. Incredibly, with all of its widely publicized problems over the past couple of years, NBW never showed up on the government's list of problem banks.
The loss of shareholders' equity in NBW was no less painful for many of the bank's larger stockholders. Even though their motives for investing in NBW have been questioned by some, many shareholders who held fairly large stakes in the company bought stock in it because they firmly believed in the company and in the notion that there should be local control.
According to an article in The Washington Post this week, a former WBC shareholder lamented: "We put our trust and hope in this bank." That's saying a lot for a bank with a history of management problems and roller-coaster earnings, though it appeared to have been on track to a turnaround between the early and middle 1980s.
In subsequent years, NBW's shareholders and employees were victimized by a series of mistakes in judgment and the unraveling of an alliance between management and Said and by a palace revolt initiated by Washington lawyer Robert B. Washington Jr., a director and former Hodges ally.
Certainly, a portfolio of sour loans, made worse by the fallout from an overbuilt real estate market, helped hasten the bank's demise. Nonetheless, shareholders and employees might have been spared the disappointment and hardship that came with the loss of their investments and jobs when regulators abruptly closed the bank in August.
A burning question that is yet to be answered is where the company's directors were when the bank was being destroyed by rancor and mistakes. There are not only questions of what they knew and when they knew it, but what they did about problems and mistakes that came to their attention. Was Said, with 27 percent of the company's stock, so powerful that he was able to dictate policy through his representatives on the board?
A lawsuit filed against WBC by one Basil Al-Rahim goes to the heart of the question. Rahim claims in court papers that his firm, American Investment and Management Co., was retained by WBC in the fall of 1989 to find a buyer for NBW.
Rahim further claims he located a buyer, identified only as Arab Banking Corp. (ABC), which agreed to pay WBC $21 a share for the more than 7 million shares outstanding at the time. In subsequent negotiations, according to court papers, ABC not only agreed to pay $22 a share but volunteered to match any other offer, up to $23 a share. The value of the transaction, based on a letter of intent to purchase, dated Dec. 1, 1989, was $162.3 million.
Rahim further claimed that WBC never paid him a fee to which he was entitled for finding a buyer for the bank. Lawyers for WBC filed a response in which the company essentially denied Rahim's claims.
Sources familiar with the discussions maintain, nevertheless, that an offer was made by Rahim on behalf of a client and that it was referred to a committee of WBC's board.
If that's true, then two questions of great significance remain unanswered: Why didn't the committee or the full board accept the offer? And, how could NBW be worth $162.3 million in December 1989 and yet pose a potential burden of $500 million for taxpayers after being sold for $33 million to Riggs only eight months later?
No wonder shareholders are angry.