Ex-Chairman Under Fire : 2 Sun S&L; Directors Call Meeting to Protest Suit

SAN DIEGO —  Two Sun Savings & Loan Assn. directors on Thursday called for a special board meeting next Monday to “express disapproval” over a lawsuit filed against ousted Chairman Daniel W. Dierdorff.

Directors Cliff Lindroth, one of two board members who voted against filing the suit, and Richard Raimann, an Orange County accountant who voted in favor, called the meeting because they are “unhappy” with both the lawsuit, which was filed Monday, and with what they claim are “leaks of information” to various newspapers, according to a source close to the directors.

John McEwan, Sun president and chief executive, acknowledged that a special board meeting has been called but said that its purpose is to “discuss some capital-infusion alternatives we’re pursuing.”

McEwan said a board member, whom he declined to identify, called on Thursday morning to schedule the meeting but that the question of the Dierdorff lawsuit was not brought up.

Lindroth confirmed that it was he who officially called the special meeting but maintained that “what we’re going to discuss is confidential.”

Some of the directors are reportedly upset that the Dierdorff lawsuit was filed in federal court at 10:25 a.m., at least 30 minutes before directors approved the filing.

Sun sources said the suit was filed early because of a “miscommunication” with the company’s outside law firm, and that the suit was not supposed to be filed until the board approved the action.

Nonetheless, some of the directors believe that “management is trying to get this board ousted,” said the source, who asked to remain unidentified. “It’s blatant flexing of management muscle. They want to operate almost as if they don’t have a board.”

McEwan denied that assertion. “I’m not aware of any allegation as it relates to that (ousting the board) nor of any intent in that regard,” he said.

In its lawsuit, Sun accused Dierdorff of making “imprudent loans” to Sun customers who, in turn, gave him “kickbacks” and other gifts.

The lawsuit seeks $5 million in punitive damages and up to $627,000 in actual damages under the Racketeer Influenced and Corrupt Organizations Act. The suit claims that Dierdorff received more than $209,000 in kickbacks and gifts both from Sun customers and brokers who received loan fees paid by Sun and approved by Dierdorff.

Dierdorff, through his attorney, has denied the allegations. A federal grand jury is investigating the case.

Sun last week canceled its $7.2-million capital-infusion plan because its stock price had dropped far below the proposed $5-per-share offering price. The stock closed trading on the American Stock Exchange at $3 per share Thursday, its lowest ever.

The directors who called the special meeting are considered to be sympathetic to Dierdorff.

The purpose of the meeting is not to oust McEwan, the source said. “The board wants to get on with the business of turning the company around.”

McEwan, who joined Sun in February, has several safeguards in his contract that would make any type of termination extremely costly, according to Sun sources. In addition, regulators reportedly support him and view his independence as a “key to Sun’s chances of raising capital,” according to one Sun source.