An article in Sunday's Business section misreported the ownership position of Legg Mason Inc. shares of Baltimore Bancorp.
A mutual fund directed by Legg Mason owns about 540,000 shares, and Legg Mason customers hold about 700,000 shares in individual accounts. The shares in the individual accounts are voted, for purposes of electing Baltimore Bancorp directors, by the individual clients. Legg Mason's fund managers vote the shares in the mutual fund.
The Sun regrets the error.
This is Mr. Robinson's neighborhood: a prim, polished office 25 floors above the noise and grit of downtown Baltimore. It's a quiet retreat, well-suited to hushed conversations about millions, even billions, of dollars.
This is the executive suite of Baltimore Bancorp, stomping grounds of mild-mannered, 62-year-old CEO Harry L. Robinson. He's a folksy man whose memories include watching Oriole Park burn down in Waverly in 1944, and whose Maryland accent is as thick as the coating of Old Bay on crabs. He doesn't seem like a fighter.
But don't be fooled. Mr. Robinson is well-prepared for the fight of his professional life, as Edwin F. Hale Sr. launches a proxy fight for control of Baltimore Bancorp, Harry Robinson's employer for 44 years and the parent of the Bank of Baltimore. Mr. Hale has vowed to fire Mr. Robinson, and it brings out a much tougher side of the banker.
Soft-spoken Harry Robinson is ready to defend his neighborhood,his turf. He plans to win -- win big -- and send Mr. Hale back to his East Baltimore trucking and barge businesses.
Hear him talk about the 1990 shareholders' meeting, the one where shareholders screamed at him for stiff-arming a $17-a-share takeover offer from cross-town rival First Maryland Bancorp. Even though shareholders re-elected Baltimore Bancorp's directors, Mr. Robinson was lucky to get out alive. But as he tells the story, a smile brightens his face.
"It was fun. You should've been there," he says.
He relishes it. Baltimore Bancorp is Mr. Robinson's neighborhood, indeed. "We won big. It wasn't even close. It's a big sideshow. . . . That will happen again in 1991."
Thus are the contradictions of Harry L. Robinson, the guy who got to the top but doesn't get much respect. Last year, First Maryland thought it could run Mr. Robinson's bank better than he could. This year, Ed Hale does. Each time, a lot of shareholders and analysts agreed.
But Harry Robinson is an unlikely, and atypical, bank chief executive in the first place. And he has beaten the odds before.
Born at Johns Hopkins Hospital, reared near 29th Street and Greenmount Avenue and educated at City College, Mr. Robinson joined the Savings Bank of Baltimore, then a sleepy thrift, as a teller at age 18. He's guarded about his educational background, saying only that he went to a small business college at night and took years to finish; an MBA from Loyola College followed in 1979, at age 49.
"Harry's been around forever. He just hasn't been in senior management forever," says David S. Penn, an analyst with Legg Mason, Wood Walker Inc. in Baltimore. "He's basically an accountant who worked his way up."
Unlike other bank bosses with more exalted backgrounds in finance, he's an accountant by training. And rather than the high-gloss business of power lunches and corporate lending, Mr. Robinson cut his teeth on the passbook savings accounts and home mortgages that made up the business of savings and loan associations. Bank of Baltimore didn't become a commercial bank until 1984, the year Mr. Robinson became CEO.
In fact, if Ed Hale's motives for going after Bank of Baltimore trace back to any resentment at being treated as an outsider by Baltimore's establishment, he went after the wrong bank. Harry Robinson is no slickee boy from Gilman and Princeton. He's as Bawlmer as they come. "I've been here all my life," he says. "I like it here."
"He's just a plain old guy. He's just himself," says a prominent executive who knows Mr. Robinson from civic functions. "He's not a Ruxton-Guilford kind of guy. . . . And where he lives is indicative of that."
Where Mr. Robinson lives is Cockeysville, not far from the wealthy Falls Road corridor but also near Mays Chapel, a very conventionally upscale suburban area of Timonium (and near Ed Hale, who also lives in Cockeysville). The Orioles' Glenn Davis just paid $600,000 for a house on the same block, but it's not a typical CEO address.
Mr. Robinson doesn't publicly cultivate an imperial style. When he meets with reporters, he's alone; Mr. Hale, by contrast, was accompanied at a recent interview by a New York proxy solicitor and one of his candidates for the board of directors.
Mr. Robinson drives a 4-year-old Lincoln, and his wife drives a Pontiac. "We do our best to buy American products," he says, gently asking a Sun photographer about his Japanese camera.
He's been married for 36 years, he said, and has two children.
"I'm proud of my company, I'm proud of my performance," he says, when he's asked if it bothers him that he has become the central issue in the fight for Baltimore Bancorp. "I'm proud of my personal life -- everything about it. I'm ready to step up and talk about it."
And there, under a veil, is a hint of Harry Robinson the fighter. He'll tiptoe up to a controversial issue, without stomping on it. References to his personal life seem innocuous -- except for the fact that Mr. Hale was involved in a messy, $6.4 million divorce in 1976. Are such comments an accident?
Mr. Hale doesn't think so. "To make reference to myself and my children isn't right," says Mr. Hale, who has two children by a woman he never married. "It's getting back to me that they're talking about it."
Jerome Baroch, executive vice president of Baltimore Bancorp, says the company isn't discussing Mr. Hale's personal life. "I'm not interested in that," he says.
Mr. Robinson launched a similar salvo at a rival last year, when First Maryland Bancorp -- owned by an Irish bank -- launched what it called a friendly, though unsolicited, offer to take over Baltimore Bancorp in April. Bank of Baltimore added the slogan, "American Owned, American Operated" to its radio advertising in July.
Once again this year, Mr. Robinson is responding to a challenge with a heated defense of his record -- and a few jabs at his rivals, whom he says aren't as fit to run a bank as his team. The trouble is that not all of the jabs are entirely true.
In large newspaper advertisements, Baltimore Bancorp says one Mr. Hale's board nominees works for James Madison Ltd., the Washington banking company whose Madison National Bank was seized last week by federal regulators. Actually, nominee J. Richard Leon is president of Madison's mortgage subsidiary, which is independent of Madison National and profitable. Mr. Robinson says he didn't know that.
Mr. Robinson also says Mr. Hale is an adviser to Bank Maryland Corp., another money-loser, because he sits on an advisory board to the bank.
But that board meets only a couple of times a year and doesn't have any say over bank policy, according to Mr. Hale -- its role is to help the bank attract customers.
There is no lack of critics of Mr. Robinson and his bank.
Baltimore Bancorp's return on assets is paltry, its return on equity weak, critics say. And they say it's loaded with real estate loans that are still doing well but may yet go bad.
Bank of Baltimore, the one-time thrift, has never become a really important commercial bank. It is still outstripped by Maryland National Bank, Signet Bank/Maryland, First National Bank of Maryland and others in competition for the business of Baltimore's leading companies and developers.
For example, the only downtown office building it financed during the 1980s contains the bank's headquarters. Its relatively small size -- $3.5 billion in assets, compared to Maryland National's $20 billion and $7.8 billion at First Maryland, is one reason.
Mr. Robinson counters that the Bank of Baltimore is still standing and still has a capital base bigger than bank regulators require.
And, he says, it's still making a profit -- unlike banks that raced ahead in the good times and are now limping along. And its fairly strong capital position leaves Bank of Baltimore in a better position to rebound than others as the economy improves.
"I'm an outstanding bank chief executive officer," Mr. Robinson says. "What you have to remember is that when I do business in the banking business, people have great faith in Harry Robinson."
"This man is in dreamland," counters John A. Bailey, a banking analyst with Ferris, Baker Watts Inc. in Washington.
Mr. Bailey makes a common critique -- that the bank's commercial real estate loans are just as risky as those that have hobbled Signet and Maryland National.
Critics just can't figure out why they haven't fallen down yet.
"Among companies I follow, they are the single most exposed company to commercial real estate," Mr. Bailey says. "In this market, which was the next hardest hit after New England, this company is the most exposed -- but it hasn't had nearly the reported problems."
Indeed, Baltimore Bancorp has $347 million worth of real estate construction loans and nearly $500 million of commercial mortgages. That puts 15 percent of the company's loan portfolio in the construction loans and 21 percent in commercial mortgages on properties such as shopping centers, offices, hotels and motels, and warehouses.
By comparison, MNC Financial Inc., the local bank holding company most hurt by problem real estate loans, has 19.5 percent of its loans in construction but only 6.7 percent of its loans in commercial mortgages. The total exposure at MNC to the two types of loans is actually smaller as a percentage of total loans, though MNC is more concentrated in the riskier construction lending.
Mr. Robinson looks at numbers such as these and concludes that Baltimore Bancorp has stayed out of trouble because it was tougher in granting loans than other banks and stayed away from deals destined to blow up.
Stephen M. Cumbie, president of Vienna, Va.-based NVCommercial, agrees. He said his Northern Virginia office building was 40 percent preleased before Baltimore Bancorp agreed to a $15.5 million construction loan in 1988.
"Even back that far, they were looking at deals with pre-leasing," which cuts the risk of the loan by guaranteeing that the building will generate income when, Mr. Cumbie says. "A lot of banks were perfectly willing to lend on 100 percent [unleased buildings]."
Baltimore County developer Leroy Merritt had a different experience. "They were no more difficult or less difficult than anyone else," says Mr. Merritt, who built a shopping center featured in Baltimore Bancorp's annual report. What the report didn't say was that Baltimore Bancorp funded the project without any pre-leasing agreements.
Conflicts like that are one reason why analysts such as Mr. Bailey and Legg Mason's David Penn think that Bank of Baltimore may be moregravity-defying than "safe and sound," as Mr. Robinson describes it.
But all the wrangling over cost of funds and return on assets begs the question that's fundamental to the debate over Baltimore Bancorp's future: How to compare Harry Robinson's performance?
The name of the game in banking is return on assets, which adjusts a bank's profits for its size so different banks can be compared. A well-performing bank will make about a 1 percent return on assets, analysts say. In the third quarter of 1990, when many banks were suffering, the median return on assets of 241 bank holding companies nationwide with assets of $1 billion or more was 0.84 percent, according to the Bank Financial Quarterly, a publication of IDC Financial Publishing.
Baltimore Bancorp had a 0.26 percent return last year, which put it around the 25th percentile in IDC's ranking. It made 0.52 percent in 1989, which was good for the 24th percentile that year.
The question is, what's a fair comparison?
Mr. Hale holds Baltimore Bancorp's returns up to those of Mercantile and First National, considered two of the state's strongest banks. They have lots of corporate deposits, Mercantile has a highly regarded trust department, and they have low levels of construction loans. Mercantile made 1.6 percent each of the last two years, and First Maryland earned 0.59 percent last year.
By that standard, Mr. Robinson looks weak. But Mr. Baroch, Baltimore Bancorp's executive vice president, said that's not fair. Because Baltimore Bancorp is a converted thrift, it should be compared to a broad collection of banks, not just top performers. Baltimore Bancorp converted to bank from a thrift seven years ago.
Comparing Baltimore Bancorp with Provident Bankshares Inc., parent of Provident Bank of Maryland and another bank that used to be an S&L;, makes Mr. Robinson look better. Provident lost money last year, so it had a negative return on assets. In 1989, it made 0.27 percent, about half of Baltimore Bancorp's return.
Many are still smarting at Mr. Robinson for spurning First Maryland last year. But Mr. Robinson is counting on what he sees as a silentmajority to keep him in his job and says he thinks he can get the stock to $17 a share by next year even without a takeover.
Harry Robinson is confident.
"You have to be able to take the heat, and I can do that," he says in his gentle way, his tone almost belying the defiance of his message. "A lot of people have not survived these difficult times. I have, because I've performed."
Proxy fight
The faceoff between Baltimore Bancorp and a batch of unhappy shareholders has bubbled into a personal battle between CEO Harry L. Robinson, who has run the company since 1985, and Baltimore Blast owner Edwin F. Hale Sr.
Mr. Hale has vowed to fire Mr. Robinson if shareholders elect his slate of 16 candidates to the company's board of directors at Baltimore Bancorp's annual shareholders' meeting, May 22 at the Sheraton Inner Harbor Hotel. Mr. Robinson has volleyed back, linking Mr. Hale and some of his candidates with money-losing financial institutions. Each thinks the other's charges are often below the belt.
The proxy battle also involves many of Baltimore's most prominent corporations. T. Rowe Price Associates Inc. owns 9 percent of Baltimore Bancorp's stock; First Maryland Bancorp, parent of First National Bank of Maryland, owns 4.9 percent.
Legg Mason Inc. doesn't control any appreciable amount of Baltimore Bancorp stock. But Legg Mason mutual funds own about 1.3 million shares -- or about 10 percent of the 12.8 million total shares outstanding -- and Legg Mason clients hold another 700,000 in individual accounts.
None of the three institutions has indicated how it will vote. But it may not matter, since individual investors own 65 percent of Baltimore Bancorp's stock. That's the audience both Mr. Robinson and Mr. Hale will target in the next 10 days.
Bank at a glance
* Name: Baltimore Bancorp
* Headquarters: Bank of Baltimore Building, Calvert and Baltimore streets, Baltimore
* Assets: $3.5 billion
L * Return on Assets: 0.26 percent (1990), 0.52 percent (1989)
* Net Income: $9.0 million, or 71 cents a share (1990); $17.6 million, or $1.38 a share (1989)
* Shares outstanding: 12.8 million
* Stock price at Friday's close: $8.75 a share.
* Big stockholders: T. Rowe Price Associates Inc. (9 percent); First Maryland Bancorp (4.9 percent); officers and directors as a group (4.7 percent)