Mercantile Bancorp plans to an-nounce a major restructuring in the coming weeks, but some observers and alumni say it may not be enough for the St. Louis company to stave off a takeover.

Last week, rumors that the $30 billion-asset company was on the block drove its stock price up 6.2%. On Friday, as the Standard & Poor's bank index fell 1.4%, Mercantile shares gained 62.5 cents, to close at $47.125. Analysts say Mercantile could sell for as much as $58 to $64 a share.

Details of the restructuring plan, meanwhile, have been trickling out since October, when Mercantile executives told a Lehman Brothers conference that they expect to cut its 11,000-person work force by 8% to 10%.

In a filing with the Securities and Exchange Commission last month, Mercantile said it plans to take a $15 million fourth-quarter charge against earnings for layoffs and would incur "significant additional charges" to cover branch closings, consolidation of back office functions, and, possibly, further staff cuts.

Mercantile would not discuss its restructuring plan nor comment on whether it is up for sale. But observers said the company's disclosures amount to an acknowledgement that its rapid expansion of the last several years has not resulted in sustainable earnings growth.

The restructuring "is a defensive ploy to avoid being taken over," said analyst Anthony Polini of Advest Group Inc. "They have to do something."

Mercantile chairman Thomas Jacobsen has kept his plans for the company under wraps. The 59-year-old former executive of First Chicago Corp. and Barnett Banks Inc. was brought in to resuscitate an ailing Mercantile in 1989 and has overseen rapid expansion through acquisitions in the Midwest and South.

National City Corp. of Cleveland has been named most frequently in the past week as a suitor for Mercantile. Several people, who asked not to be named, pointed out that Mr. Jacobsen is friendly with National City chairman David A. Daberko. National City declined to discuss whether it is interested in buying Mercantile.

Observers said the company would also make a logical acquisition for Bank One Corp. of Chicago, U.S. Bancorp of Minneapolis, and ABN Amro Holding's LaSalle National Bank of Chicago. None of these banks would comment about a possible deal.

Some said Bank One chief executive officer John B. McCoy would be interested in buying Mercantile because he lost a bid for another large St. Louis company, Boatmen's Bancshares, when it sold to NationsBank Corp. two years ago. LaSalle executives have also put Mercantile at the top of the list of banks they say they want to buy.

U.S. Bancorp chairman John F. Grundhofer is also reported to be interested in Mercantile to fill out his company's Midwest presence. Mr. Grundhofer, a voracious acquirer, has not made a big bank deal since First Bank System bought Portland, Ore.-based U.S. Bancorp last year.

Three former Mercantile executives interviewed for this article said they believe that if Mr. Jacobsen were to sell, he would like to find a buyer and negotiate a deal privately. One investment banker in Chicago said a small auction of bidders might be more likely.

"In a perfect world, (Mr. Jacobsen) would want to find a compatible partner," said a former executive who spoke on the condition of anonymity. But given Mercantile's recent lagging earnings and stock price, "he has less opportunity to control it than a year ago."

Mercantile earned $111 million on an operating basis in the third quarter, up 7% from the same period last year, but revenue growth has been flat.

This is not the first time Mercantile has been believed to be on the block. Its size, lagging performance, and constant management shake-ups- there have been several management restructurings in the past year-have led to frequent speculation.

"It's the longest pregnancy in the history of banking," said Mr. Polini.

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