As votes on megamergers go, the vote by Bankers Trust Corp. shareholders to proceed with the Deutsche Bank merger was a real squeaker.

Heavy resistance from individual investors appears to explain the 70.3% vote approving the deal. That was barely more than the two-thirds majority required by New York law.

Compared with other recent mergers the margin of victory was slim. Even acrimonious takeovers have routinely commanded 90%-plus approval ratings. Only a few deals in recent years have won such narrow margins. A notable example: Albany, N.Y.-based KeyCorp's 1994 merger with Society Corp. of Cleveland, which drew a 70% approval.

Bankers Trust's special meeting Tuesday provided a glimpse at the discontent that put so many shareholders in the "no" column.

Shareholders marched to the microphones to tell Frank N. Newman, Bankers Trust's chairman and chief executive officer, that he was too quick on the trigger when he agreed to sell.

"It was not necessary," said Evelyn Y. Davis, a shareholder and well- known corporate gadfly. She and others accused Mr. Newman of "selling out."

The normally reserved Mr. Newman, in turn, grew increasingly defensive over repeated suggestions that the bank could have ridden out market turbulence and remained independent.

Bankers Trust lost $6 million in 1998, pummeled by steep losses overseas. Earlier this week, it reported a 37% drop in profits, to $140 million. The performance was better than expected.

Mr. Newman insisted that the deal, struck in November at the height of market turmoil, was not a defensive maneuver. "Many successful companies have concluded that it's best to be acquired," he said, citing BankAmerica Corp. and Chase Manhattan Corp. "It's a judgment."

"We were not required to enter into this transaction," Mr. Newman added. "I don't view it as giving up the company."

Some said Mr. Newman, bargaining at a time when the bank had suffered severe trading losses, failed to get the best deal. Shareholders are to receive $93 in cash for each share.

"We negotiated the best deal that we could," Mr. Newman said. "Nobody knew what might happen. It made very good logical sense. At the time, it was a substantial premium."

Still, Bankers Trust shareholders weren't as enthusiastic about their deal as their counterparts at other banks that have sold recently.

Last September 97% of BankAmerica Corp. shareholders approved the merger with NationsBank Corp. On the same day, NationsBank holders voted 98% in favor of the deal, which closed Sept. 30.

In June 1997, torn in a months-long battle between two suitors-H.F. Ahmanson & Co. and Washington Mutual Inc.-Great Western Financial Corp. shareholders voted 98% in favor of Washington Mutual. That deal closed in July 1997. Mergers and acquisitions advisers said most bank mergers have similar voting margins.

Several institutional investors declined to comment on the Bankers Trust vote. The few who did pointed the finger at individual investors.

"We have no interest in owning Deutsche Bank," said Raymond Garea, a senior portfolio manager at Franklin Mutual Fund Advisors, a Short Hills, N.J., firm that owns about 400,000 shares, less than 1%. "We'll take the cash."

Observers said shareholder dissent would not sidetrack the deal, which is expected to close by the end of June. Regulators do not consider approval margins when evaluating a deal, lawyers said.

Independence was not the only issue for Bankers Trust shareholders. Many complained Tuesday that the cash transaction would leave them with a hefty capital gains tax liability.

Mr. Newman said the "price-certain" aspect of a cash transaction "freed shareholders of the risks of the marketplace."

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