Officials of Sun Savings & Loan Assn. said Monday that the company had completed its previously announced compromise to avoid a lengthy and heated proxy fight by giving dissident shareholders a five-seat majority on its nine-member board.
It also was announced that Sun had hired John M. McEwan as president and chief executive officer, effective Feb. 1. McEwan is vice chairman of Central National Bank of Cleveland, with $3 billion in assets, and is executive vice president of Centran Corp., a holding company that owns several banks.
McEwan, who has been serving as a consultant to Sun, would not have accepted the position had there been a proxy fight with the dissident shareholders, according to a Sun source.
Under the compromise, four Sun directors who were part of the former 11-member board will resign. They are Gail Stoorza Gill, Danah Fayman, John McKenna Case and Richard L. Peterson.
Remaining board members are William McElroy, who will serve as chairman; farm owner Tadashi Fujita; real estate investment firm owner Allan Koljonen; accountant Richard C. Raimann; electronics executive John T. Saunders, and New York financier Van D. Greenfield, who last month withdrew an offer to purchase a majority of Sun stock for $10 million.
The dissident shareholders, whom Sun officials believe hold nearly 50% of Sun's common stock, will nominate three new directors at a board of directors meeting Friday.
The dissidents have already supported the selection of Fujita and Raimann. Two of the three directors they are expected to nominate are Del Mar investor Ted Van Leeuwen and Mission Viejo businessman John William Ben, according to the Sun source.
Donald R. Sulley, who has been Sun's acting president and chief executive officer since the September resignation of Daniel W. Dierdorff, will return to his job as senior vice president for investments.
Still uncertain at the controversial thrift is its balance sheet. As of Sept. 30, Sun reported a net worth of $12.2 million and nearly an equal amount in delinquent loans. Some sources maintain, however, that Sun's loans-in-default could actually total $24 million.
Sulley said Monday that he would not comment on Sun's financial performance until after its year-end audit, to end in about two weeks.