US Facilities Restructures Management

US Facilities Corp., fighting a hostile takeover attempt, said Monday it has appointed John T. Grush president of its US Benefits subsidiary and promoted another executive to be the unit’s main operating officer as part of a management restructuring.

Grush, 45, of Sierra Madre, succeeds Douglas L. Bockus, who left in April after disagreeing with a corporate decision to funnel money into a small property and casualty subsidiary. Grush has been, and will continue to be, president of that smaller unit.

In addition, Craig J. Kelbel was promoted to a newly created position as US Benefits’ executive vice president and chief operating officer. Kelbel, 40, of Aliso Viejo, also keeps the duties of his former job as US Benefits’ senior vice president of underwriting.

US Benefits, which sells medical stop-loss coverage to self-insured companies, provides about 80% of the corporation’s consolidated earnings.

Last month, shareholders overwhelmingly voted to put US Facilities up for sale to the highest bidder, a proposal put forth by its second-largest shareholder, Fidelity National Financial Inc. in Irvine.

Bockus, who left before learning about Fidelity’s $79 million offer for US Facilities, has since voiced support for Fidelity’s proposal.

Two Fidelity nominees narrowly won election as directors of US Facilities, but the corporation is contesting that vote in a lawsuit in Delaware, where it is incorporated. US Facilities refuses to take any board action, including steps toward a sale, until the court resolves the issue. A hearing is scheduled for July 14.

William P. Foley II, Fidelity’s chairman, warned Monday that if US Facilities continues to ignore the mandate of shareholders much longer, other investors may sue the Costa Mesa company.