Carl Karcher Hopes to Halt Sale of Stock : Financing: Fast-food empire founder expects to reach agreement with bank seeking to secure a $4.8-million loan.

ANAHEIM — Carl N. Karcher hopes to reach agreement today with an Orange County bank that is threatening to sell Carl Karcher Enterprises stock that the embattled businessman used to secure a $4.8-million personal loan.

Officials at Commercial Center Bank in Santa Ana declined to comment Tuesday on their plans. But Karcher spokesman Steven Fink said late Tuesday that “we have a deal that we’re hoping to hear back on, and we’re hopeful the deal will be struck on Wednesday.”

Last week, the bank said its sale of about 600,000 shares of Karcher stock could begin as early as Tuesday. “Negotiations with (Commercial Center Bank) continue,” Fink said. “Whether the (stock sale) deadline is flexible . . . I just don’t know yet.”

Karcher, 76, also is negotiating loan terms with Union Bank about a $24-million loan that is in default, Fink said. Karcher pledged 3.56 million shares of company stock to secure the Union Bank loan.

Fink declined to comment on rumors that a group of pro-Karcher investors is considering either purchasing the 600,000 shares from Commercial Center Bank or lending Karcher the cash needed to bring the loan current.

“We’ve said from day one that Carl has a number of options that he has been exploring with his advisers,” Fink said. “But we’re not going to discuss them with specificity.”

Karcher wants to keep intact his 34% ownership stake of Karcher Enterprises in case he pursues a threatened proxy fight to regain control of the company he founded 52 years ago. Karcher, who was replaced as chairman by board member Elizabeth A. Sanders on Oct. 1, has alleged that board members and management conspired to push him out.

Sources who are familiar with Karcher’s personal financial problems said Tuesday that the investor group wants to keep the threatened shares from being acquired by the company or by an investor who would oppose Karcher in a proxy contest.

While the fate of those pledged shares is uncertain, accounting experts suggest that, under existing tax law, Karcher could face a significant tax burden if he’s forced to sell any of his 6.5 million shares. Based on the stock’s Tuesday closing price of $8 per share, Karcher’s stake is worth more than $50 million.

“To the extent that he sells (shares), it’s likely to be treated as a capital gain,” said Los Angeles accountant Ernest Howard, a member of the California Society of Certified Public Accountants’ board of directors.

Howard was unable to comment specifically on Karcher’s potential tax liability. But he said that Internal Revenue Service rules generally require sales of stock be taxed on “the basis, the difference between what is paid for the shares and what they’re sold for.”

Another accountant who is familiar with the shares that Karcher controls through a family trust said that it will be difficult for Karcher to document the value of his stock given the length of time he has owned it.

“Karcher’s basis is minimal to nonexistent for those shares,” so he would probably be forced to pay tax on the lion’s share of profit generated by a stock sale, said the accountant, who requested anonymity. The tax rate, both accountants agreed, could be as high as 28% at the federal level and up to 12% for state tax.

The tax bill could go even higher if banks sell off the stock Karcher used to secure loans. “If they take his shares and sell them, it could be considered as ‘relief from indebtedness,’ ” Howard said. “That could be taxed as ordinary income, which would be an even higher tax rate.” Based upon current tax law, the federal rate could run as high as 39%, Howard said.