Maryland state officials, buoyed by word that an ailing Silver Spring thrift association may soon be acquired by Citicorp, began grappling yesterday with the crumbling empire of Equity Programs Investment Corp., including one key related entity that has managed to elude both the state conservatorship and federal bankruptcy proceedings that have frozen EPIC's assets.
Officers of First Maryland Savings and Loan and sources in Maryland's thrift industry said yesterday that the troubled Silver Spring thrift is in the final stages of negotiating its sale to Citicorp, the giant New York bank holding company.
Robert J. Corletta, a First Maryland director, said Citicorp's offer to the savings and loan will be formally announced tomorrow. First Maryland is the state's seventh largest thrift, with about $420 million in assets.
One source familiar with the offer said Citicorp, which is eager to open branch banks in Maryland, "is definitely going to buy First because they got outfoxed by Chase," a reference to a pending deal under which Chase Manhattan Corp. will acquire three thrifts in the lucrative Baltimore-Washington market for possible conversion to bank branches.
Gov. Harry Hughes, whose advisers have feared that First Maryland could not qualify for federal deposit insurance, imposed a 60-day freeze on most withdrawals at the thrift last month. One aide to the governor hailed Corletta's statement yesterday as "excellent news, if it materializes."
Meanwhile, state government lawyers began to map a strategy to deal with EPIC Realty Services Inc. (ERSI), which collects rents on more than 20,000 homes operated by EPIC but which appears insulated from the state conservatorship of Community Savings and Loan, EPIC's Bethesda-based partner.
ERSI is owned by current and former executives of EPIC but has no direct ties to either EPIC or Community. Thus, the state's move to take control of Community and EPIC's filing for bankruptcy last week on behalf of its limited partnerships does not affect ERSI's continuing operations.
ERSI may still have between $5 million and $7 million in rents collected from the EPIC properties -- money that is still under the control of key EPIC figures, sources familiar with EPIC said.
The realty company, which used to be owned by EPIC, was spun off in 1982. It is now 61 percent owned by Tom J. Billman, EPIC's founder, 19 percent by Clayton McCuistion, Community's president, and 20 percent by Eugene Isaacs, ERSI's president, according to court documents filed by EPIC.
Some of EPIC's creditors are concerned that ERSI may be the last important segment of the EPIC real estate empire that is still outside the control of the state and the bankruptcy court.
Lawyers for trustees of nearly $1 billion worth of mortgage-backed securities said they have sent a letter to Isaacs, demanding that he turn his company's assets over to an account controlled by an impartial third party.
They said the Federal National Mortgage Association (Fannie Mae), which owns $115 million in EPIC mortgages, supports their action, and that they have been in touch with Maryland officials over their concern.
"If the partnerships are in bankruptcy, and the money is in control of ERSI, then it is subject to potential diversion," said Warren Dennis, a lawyer representing the National Bank of Washington, one of the trustees. He added, "Given the history of the circumstances of the matter, we think that the certificate holders are entitled to the firmest assurances now and not later." The letter asks for a response by noon tomorrow, Dennis said.
The trustees had previously asked a federal judge in Virginia to appoint a receiver to take over EPIC's affairs after the company missed more than $10 million in payments, although Maryland's action last week accomplishes virtually the same result.
Isaacs could not be reached for comment yesterday concerning ERSI, but on Friday McCuistion acknowledged that the company is outside the control of the conservatorship or the bankruptcy court. He said, however, that because the EPIC properties being managed by ERSI are owned by EPIC partnerships, "that revenue stream is under the control of the bankruptcy court."
McCuistion would not say how much ERSI's assets are worth, though he said, "There are not piles and piles of money there." He said the company is a "going concern with positive net worth" and that it employs about 200 to 250 people. "Nothing has happened there that we're ashamed of," said McCuistion, who added that the company was willing to cooperate with the conservators and in the bankruptcy proceedings.
Dennis M. Sweeney, a deputy attorney general in Maryland leading a team of state lawyers in the Community S&L conservatorship, said yesterday that the state has retained Daniel Lewis, a lawyer at Arnold & Porter in Washington, for advice on ERSI.
"We're concerned in two ways," Sweeney said. "First, we're trying to nail things down about ERSI, and secondly, we don't want to take any precipitous action against ERSI that may be more harmful than helpful."
ERSI is now embroiled in another lawsuit, in which an area builder, William J. Harnett, claims he was cheated out of his interest in ERSI and several EPIC-related firms.
Staff writer Albert B. Crenshaw contributed to this report.