Directors at Sun Savings & Loan Assn., hoping to avoid a special shareholders meeting demanded by dissident investors, agreed Tuesday to restructure the board, giving the dissidents a five-seat majority on the nine-member board.
As part of the compromise, four Sun directors--Gail Stoorza Gill, Danah Fayman, John Case and Richard Peterson--have resigned, according to Sun sources.
The board believed that the dissident shareholders held nearly 50% of Sun's common stock, so "we're trying to get a consensus board," said one Sun director, who asked to remain unidentified.
Don Sulley, Sun's acting president, would not comment on the resignations.
Although he acknowledged that there have been "discussions" among directors about a compromise, he said there has not yet been "any definitive agreement."
At least one Sun shareholder will protest the new board. Robert Blake, an Orange County developer who owns about 2% of Sun's stock, sent Sun officials a telegram Tuesday charging that the restructuring was "taken in bad faith in an effort to exclude certain shareholders from having an effective voice" in the company.
In an interview, Blake said he will take "any and all" action to block the compromise and plans to lodge formal complaints with various regulatory agencies.
Blake charged that the compromise board will be "controlled" by former Chairman and Chief Executive Daniel W. Dierdorff, who resigned in October after a summer of controversy and infighting among Sun board members.
Blake said the new directors are sympathetic to Dierdorff, while some of the directors who resigned were among his most outspoken critics.
Dierdorff, who holds as much as 10% of Sun's stock, denied that he will control the compromise board.
"It's certainly not my board," he said in an interview. "This will stabilize Sun's position and, with some fresh faces and ideas, Sun will move in a productive direction."
Remain as Interim Chairman
Directors will meet later this week to sign the compromise agreement, Dierdorff said.
Under the agreement, William McElroy will remain as interim Sun chairman.
Also staying on the board are John T. Saunders, an electronics executive; Allan Koljonen, owner of a real estate investment firm, and New York financier Van D. Greenfield, who last month withdrew his $10-million offer to purchase a majority of Sun's stock.
Current directors Tadashi Fujita, a farm owner, and accountant Richard Raiman will also remain.
Both are supported by the dissident group.
New board members include Del Mar investor Ted Van Leeuwen and, perhaps, Mission Viejo businessman John William Ben, according to one Sun source.
Dissident shareholders will name one other director "as soon as possible," the source said.