Answers on Christiana’s Ownership Due : Shareholders Hope to See Situation Clarified at Annual Meeting

Christiana Cos. shareholders might get a better handle on their company’s tangled ownership status during an annual meeting scheduled this morning in Wilmington, Del.

Then again, they might not. According to Christiana’s proxy statement, the San Diego-based company’s board of directors still might have trouble determining who has “beneficial ownership” of 29% of the company’s stock.

Christiana’s stock ownership picture grew cloudy last month when federal regulators determined that Dallas-based Western Savings & Loan was insolvent, seized the thrift, and reopened it as Western Federal Savings & Loan.

Western had acquired 231,000 shares--10% of Christiana’s 2.4 million outstanding shares--in December when it foreclosed on a loan to former Christiana Chairman John H. Roberts Jr.

That action also gave Western ownership of Roberts’ wholly owned Summit S&L;, a Dallas-based thrift that gained a controlling interest in Christiana in 1985. TransAmerican Capital Corp., a wholly owned Summit subsidiary, owns an additional 698,000 shares, or 29%, of Christiana’s stock.

According to Christiana’s proxy, Christiana director James M. Holbrook has informed Christiana that “disposition of the 698,000 shares of the Company’s stock would require approval of the regulatory authorities supervising Summit’s affairs, and he (Holbrook) disclaims any beneficial ownership of those shares.”

However, state regulators in Texas and officials at Summit would neither confirm nor deny that regulators are supervising activity at the S&L.;

Meanwhile, despite a recent Securities & Exchange Commission filing that claimed an “indirect interest” in the 698,000 shares, Western Federal “is not presently able to ascertain the beneficial ownership of those shares and accordingly presently disclaims such ownership,” according to Christiana’s proxy statement.

“Up in the air would be a good way to describe the situation,” according to a source in Dallas who is familiar with Western Federal.

Christiana’s board of directors also has been in a state of flux.

When Western S&L; gained a controlling interest in Christiana, four recently elected directors, including Summit S&L; owner Roberts, resigned.

Western S&L; owner Jerrett H. Woods Jr. resigned last month as chairman and two of his associates, Joseph L. Biegel and Bernard V. Carrico, also resigned as board members.

Joseph Antonow, who has served on the Christiana board since 1956, was named chairman on Sept. 23. However, he was expected to serve only until the first board meeting after today’s annual meeting.

Raymond Logan, who was named president and chief operating officer last month, was to be elected to the board at this morning’s meeting. Interestingly, Logan had served as a director from 1977 until Roberts acquired control of Christiana in 1985.

Holbrook joined the board in March, 1985.

Christiana now has “no executive, audit, nominating or compensation committee, or any committee performing similar functions,” according to the company’s proxy statement. “It is management’s hope that, before long, additional outside directors can be added to the Board.”