Urged to Put Itself on Block, Wis. Bank Sheds 8 Branches

Associated Banc-Corp. has agreements to sell eight remote branches in an effort to streamline its operations, but an analyst says he would still prefer to see the entire $12.3 billion-asset company on the auction block.

The Green Bay, Wis., banking company said last week that it would sell seven branches in Illinois and one in Minnesota to seven community banks. Robert Gallagher, president and chief operating officer, said the sales would enable the company to devote more energy to its remaining 200-branch network.

"Illinois is a market filled with potential for Associated," Mr. Gallagher said. "To make the most of this potential, we must concentrate our resources on customers in the markets where we can add the most value."

But David B. Moore, an analyst at Podesta & Co. in Chicago, said he is not impressed. Mr. Moore, who sent a letter to management in mid-October urging that Associated be sold, said in an interview that his feelings have not changed.

He said he has little against the management but that he is concerned Associated will miss its chance to get a high takeover premium.

"The bank is a well-run institution," Mr. Moore said. "That said, in my opinion now is the time to pull the trigger."

He said he bases his opinion on the fact that the Financial Accounting Standards Board intends to eliminate the pooling-of-interests accounting method on Jan. 1, 2001. Because pooling makes it easier for companies of similar size to merge, Mr. Moore said, it is possible that some potential suitors -- such as $23.6 billion-asset Marshall & Ilsley Corp. in Milwaukee or $17.6 billion-asset Old Kent Financial Corp. in Grand Rapids, Mich. -- would no longer be able to swallow Associated.

With fewer bidders, he reasoned, Associated would not attract bids as high as it could now. Mr. Moore said he believes the company could fetch $50 a share, 22.3% more than the $38.8125 at which its shares were trading at midday Tuesday.

Mr. Moore said his firm has spoken with "a large number" of institutional shareholders in recent weeks and that they have unanimously "stated unequivocal support for Associated seeking an acquirer as soon as possible."

Spokesmen for John Hancock Funds in Boston and Fiduciary Management in Milwaukee, two of the investors that Mr. Moore said support a sale, did not return calls.

Jon Drayna, a spokesman for Associated, said management is committed to raising earnings per share by 11% next year and would only consider a sale if it concluded "at some point in the future" that such growth had become impossible. He declined to comment on Mr. Moore's letter.

Others who follow Associated said they do not expect a sale of the company to be announced soon. David E. Mudd, a bank analyst at Howe Barnes Investments in Chicago, said management will try to reach its 11% profit goal first. But he said others may find Associated appealing.

"It is one of the bigger independents left in Wisconsin and is still a good company," Mr. Mudd said. "Associated would certainly be an attractive entry vehicle into the state."

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