ST.LOUIS -- To reach the elegant teller cages of Southside Bank, customers must scale a long flight of stairs. The bank's founders planned it that way for a simple reason: to discourage robbers.

It may not be quite so easy to head off James F. Dierberg, an aggressive acquirer of small banks and thrifts in the Midwest. Mr. Dierberg already controls 20% of the stock in Southside Bancshares Corp.--and his next move is anyone's guess.

The investor isn't one to sit still. His First Banks Inc., with about $2 billion of assets, has made more than 25 acquisitions since 1980. And Mr. Dierberg, the company's sole owner, is shooting to hit $10 billion in assets within the next decade.

Analysts hail him as a savvy and patient investor - and indeed Mr. Dierberg has a strong track record for making money.

But some executives at targeted banks are far less admiring; they fear losing independence.

In pursuing banks, Mr. Dierberg sometimes uses tactics that are unusually tough for the staid world of midwestern community banks.

At Southside, he was accused of exploiting the bitter ouster of a chief executive to grab a big stake.

"He homes in on banks that have some type of a problem and then takes advantage of any circumstance he can," said an executive whose bank was acquired by Mr. Dierberg in 1990.

And at banks he has acquired, Mr. Dierberg has ruffled feathers by reining in managers and aggressively cutting costs.

A Busy 12 Months

In just the past year, First Banks has taken substantial positions in half a dozen midwestern institutions, including Southside.

One of those cases in openly hostile -- a tender offer for one of St. Louis' largest thrifts, Home Federal Savings Bank.

Last November, First Banks offered to buy $500 million-asset Home Federal for $38 million. But the thrift's management rejected the offer, saying it wanted to remain independent.

Challenging Stock Limit

Home Federal also pointed to a statute in the charter that restricted any one investor from acquiring more than 10% of voting stock; Mr. Dierberg controls 9.9%.

With typical determination, Mr. Dierberg now is challenging the statute in St. Louis County Circuit Court as unconstitutional. A hearing is set for Thursday.

"It is very difficult -- almost impossible -- to do a hostile deal, and it is certainly not our love to do that," said Mr. Dierberg. "All that considered, however, the shareholders still own the bank."

Home Federal would not comment on the suit.

Health Insurance Cited

As some bankers tell it, being acquired by Mr. Dierberg was only the beginning of their problems.

One common complaint: Mr. Dierberg runs roughshod over managers of acquired banks, turning them into bit players in a burgeoning bureaucracy. For example, Ernie Chappel, a former First Banks branch manager, complains that his responsibilities were gradually trimmed back and "toward the end, my management was relegated to seeing which memos came across my desk." Mr. Chappel left to run a community bank in Vandalia, Ill.

Despite such criticisms, it's hard to argue with Mr. Dierberg's results. Over the past five years, First Banks has earned an average turn on equity of 17%, well above the 10.6% average for similar-sized banking companies, according to analysts at Keefe, Bruyette & Woods Inc., New York.

Some analysts say Mr. Dierberg picks banks with the same care and skill he brings to his second professional love: wine-making. (His Hermannhof Winery, in Hermann, Mo., routinely wins awards for it vignoles -- a type of white wine.)

"A lot of people who don't know Jim [personally] spread rumors about him," said Joseph A. Stieven, a bank analyst at Stifel, Nicolaus & Co., St. Louis. "He really is a humble, low-key investor who knows how to buy true value."

|Nothing to Fear'

Mr. Dierberg, too, insists that critics misunderstand his company. Banks acquired by the company "have nothing to fear from us," he said. "We look for the banks to operate in their markets the same as they always did."

Moreover, "When making acquisitions, we have more flexibility than most banks; we try to tailor our offer to the situation," the executive said in an interview.

Mr. Dierberg also said that, as far as cost cutting is concerned, "We are like everybody else. We like to cut as much as we can."

Such talk does little to ease the anxiety at banks in which First Banks has taken positions.

"You never know what is going to happen," said Kenne Bristol, CEO of Hinsdale Financial, one of the thrifts that Mr. Dierberg has bought substantial stock in over the past year. First Banks currently holds 9.9% of Hinsdale's stock.

Avoiding Fed Approval

The other three companies in which Mr. Dierberg has taken a significant ownership position -- just shy of 10% in each - over the past year are First Bancorp, Vincennes, Ind.; Midwest Bancshares, Burlington, Iowa; and Kankakee Bancorp in Illinois. To increase ownership share to more than 10% would require Federal Reserve Board approval.

If, as Mr. Dierberg's critics contend, he is prowling for banks weakened by internal problems, Southside Bancshares may well fit the bill.

|A Lot of Animosity'

The $330 million-asset company is in the midst of a turnaround after the ouster of J. Richard Furrer as chairman last June. Since Mr. Furrer's father ran the bank before him, the departure was especially sour.

In what sources termed an effort to undermine the bank, Mr. Furrer sold his shares to Mr. Dierberg in early May at a discount to book value of approximately 33%.

"I think there was a lot of animosity in that decisions," said Thomas Teschner, the 36-year-old former regulator who took over as chief executive last summer after serving as the bank's senior loan officer.

"I'm not disgruntled. I'm just retired," said Mr. Furrer, declining to comment on the specifics of the sale.

In addition to the just under 10% of voting shares, Mr. Dierberg has an unexercised option to buy another 10%.

"What Jim Dierberg's next move will be, I don't know," said Mr. Teschner, who says he wants the bank to remain independent. "Obviously, in my position, it creates concern, but if I constantly thought about what might happen, it would distract me from what I've got to do here."

Mr. Dierberg, meanwhile, denies that First Banks fishes for institutions with internecine troubles like those at Southside. "We haven't sought those situations -- in fact, they have sought us out," he said.

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