Bert Lance, the former budget director, was named as a defendant in a suit filled yesterday alleging that he and others are using illegal means to try to get control of Washington's second-largest banking company, Financial General Bankshares Inc.
The suit, filed in U.S. District Court here, was brought by Financial General, which seeks to enjoin the defendandts from continuing their alleged takeover attempt. In the suit the company claims that the defendants have already acquired more than 20 per cent of the stock.
Besides Lance, the defendants include Arkansas financier Jackson Stephens, amember of the executive committee and a major fundraiser.
Also named in thesuit are Stephen's Inc., the country's 10th largest brokerage, which is in Little Rock and is controlled by Stephens; Agha Hasan Abedi, a Pakistan-born financier, and the London-based bank he operates, Bank of Credit and Commerce International (BCC), and Systematics Inc., a data processing service company for banks that is 80 per cent controlled by Stephens, inc.
Eugene Metzger, a Washington attorneywho is an outside counsel to Financial General and a major stockholder in the company. also was named as a defendant.
Financial General is a $2.2 billion bank holding company that controls Union First National Bank of Washington as well as banks in New York and Tennessee. It also owns a dozen banks in Maryland and Virginia, including the Arlington Trust Co., American national Bank of Maryland and Clarendon Bank & Trust in Fairfax County, Va.
According to the suit the so-called "Lance group" began acquiring stock in the company last October, allegedly by paying "a premium price" to "a select and preferred group" to "a select and preferred group" of stockholders for their shares.
This could amount to an illegal tender offer if the premium was paid only to a select few and not to all of the stockholders.
However, the suit does not say which stockholders were paid to premium or the amount of the premium. Nor is the suit precise about how much stock has been acquired by the Lance group, saying only that it acquired "approximately 20 percent os Financial General's outstanding shares . . ."
The suit says that since October the group has "surreptitiously" acquired more than 5 percent of Financial General with the intent of acquiring control of the company.
Under federal securities laws, the Securities and Exchange Commission and the company must be informed within 10 days after an individual or a group has acquired 5 percent or more of a company.
The SEC, which has been investigating Lance for six months for his financial dealings while a Georgia banker, has turned its situation to Financial General.
The Financial General suit alleges that Jackson Stephens, who owned just under 5 percent of the company, wanted the takeover to further his personal business interests. He allegedly wanted the bank holding company to buy the services of his computer company, which presumably the Lance group agreed to do in exchange for his backing in the takeover effort.
Lance and Stephens have been close personal, political and business friends for more than three years. One of he country's wealthiest individuals, Stephens has investments in banks, gas reserves, coal fields and insurance companies.
Stephen has also, through Lance, become a friend and backer of Jimmy Carter, Stephens was a classmate - though not a friend - of Carter at the U.S. Naval Academy.
Lance's role in the alleged takeover attempt is vaguely presented in the suit. He reportedly met with Financial General officials last week and, after explaining that he represented Abedi interests, made it clear he wanted a senior executive post after the takeover.
Adedi is a director of BCCI Holdings (Luxemburg) S.A., which the suit says is owned and controlled by Sheikh Zayed, the sovereign of Abu Dhabi, Bank of America and 25 individual investors consisting of nationals of Saudi Arabia, United Arab Emirates and Pakistan.
Bank of American is selling off its interest in BCCI, which claims it is not directly involved in the acquisition of Financial General.
A key figure in the complex suit is Metzger, who personally holds 1.6 percent of the stock and who has denied any association with Lance.
Metzger, who was served with a summons and the charges while eating lunch yesterday at the Gaslught Club, is accused of getting a list of Financial General shareholders while his firm was counsel to the company. Such information normally is not available to investors.
The suit charges that he used this confidential information - along with advance knowledge of the company's unpublished earnings - as part or his takeover strategy.
In addition to charges that the Lance group conspired to violate federal securities laws to the detriment of the company and its stockholders. Financial General claims that the defendants violated "the Virginia takeover bid disclodure act and state laws governing the conduct of fiduciaries."
The Washington company has retained the New York firm of Skadden, Arps, Slate, Meagher & Flom, which has specialists in corporate takeover fights.