Evening star., 1954-05-11
Hamilton Bank
|MergerMay
Brokerage Firm Tops
American Security
Stock Proposal
By Donold B. HodIey

By DonoId B. HodIey
In move that may forestall
the proposed merger of the HAM
ilton National Bank with the
Security & Trust Co.,
q Washington brokerage firm
offered $110 a share
for all available stock of Hamil-
ton National Bank.
Acting for an undisclosed In
dividual client. Johnston. Lemon
& Co.. announced the $1l0 offer
for all Hamilton stock rendered
before the close of business on
Tuesday. May Is.
The offer represented a large
increase over the $82 cash guar
antee provided for Hamilton
stockholders under the merger
plan with American Security 6S
Trust. The offer was interpreted
as an attempt to persuade Ham
ilton stockholders to accept the
$110 a share rather than wait to
vote on the proposed merger
July IL.
Book value of the stock is 500
a share.
Immediate Payment.
James M. Johnston, partner
in Johnston. Lemon g. Co., said
immediate cash payment will be
made on all Hamilton stock
rendered. Letters are being sent
to all Hamilton stockholders
outlining the offer and news
paper advertising will explain it
further.
While Mr.. Johnston said he
was not at liberty to disclose
the identity of his client making
the offer, his firm is understood
to have represented the National
Bank of Washington, which
proposed a merger with Hamil-
ton more than three months ago.
This proposal, said to have pro-
vided for two shares of NBW
stock in exchange for each Ham,
ilton share or $50 cash for each
share OF Hamilton. was reported
turned down by the Hamilton
board.
The proposed merger with
American Security & Trust pro-
vldlng for two shares of AS&T
stock for each share of Hamilton
or $82 cash for each Hamilton
share later was approved by the
Hamilton and American Secur-
tty directors.
Since the directors action on
the American Security merger
plan. there has been some criti-
cism indicating a proxy fight
might develop.
Fight Indicated.
There also have been indica-
tionS that the National Bank of
Washington would not give up its
merger proposal without a fight.
The bid on National Bank of
Washington stock was raised from
$40 to $45 a share last Tuesday.
There has been no official trad
ing in the stock for more than n
year.
In connection with the formal
offer from directors of the
National bank of Washington.
made to the Hamilton board in a
letter dated March 3. it was re-
ported at the time that a large
stockholder of Hamilton had sold
$4,000 shares or Is per cent Of
the total 100000 outstanding, to
NBW interests for $50 a share.
Johnston, Lemon were report
ed to have arranged the trade.
although it never was recorded
on the Washington Stock Ex-
change The offer also was said
to have been extended to other
Hamilton holders. Then the
American Security plan raised
the ante So a share.
$54 Early This Year.
However, the official bid for
Hamilton on the over-the-coun-
ter market never has reached
$50 Starting the year at $54,
it was raised to $50 near the
end of January and on to $58
early in March. 1t was at $64
through the last part of March
and all of April. Then it climbed
70 $76 on April 30 and $78 last
Friday.
Although there was no evil
dence that the NBW offer still
existed. the bid of $45 for NBW
stock last Tuesday was inter-
preted as meaning that the NBW
would be willing to pay 500 a
share for Hamilton. Through
March and April the bid had
been $40 share with none Of
fered.
Some one evidently has a lot
Of money" said leading banker.
after announcement of the new
offer.
with the book value of Ham.
ilton National shares around $50
a share. the offer of $l10 a share
means that some one is willing
to pay around 81 million more
for the bank than it has on the
books"
OfficialS Of the Hamilton Ma.