DALLAS -- Even though First Southwest Co. officials insist the privately held brokerage is not for sale, some would-be owners just will not take no for an answer.

Tight-lipped executives at the state's top-ranked financial advisory firm declined to discuss First Southwest's future except to say the firm is not for sale. But, sources report, two bidders have matched resistance with persistence.

One suitor reportedly waited at the firm's offices until an executive would meet with him, while the other responded to letters of rejection with new, unsolicited proposals.

The second hopeful may be getting the hint. "At a certain point, you can ask a girl out only so many times," admitted a frustrated senior official at Dallas-based Rauscher Pierce Refsnes Inc., which has made four approaches to buy its smaller cross-town rival.

Frank Medanich, First Southwest's chairman, has dismissed reports of a possible sale as simply rumors touched off by the death in March of former Chairman C. Rader McCulley. Bankers at the firm have apparently reassured some clients in recent weeks that their relationships were not in jeopardy.

"They assured me nothing was changing," said Judson Bailiff, director of finance for the city of Fort Worth, which recently signed a five-year contract with First Southwest. "They assured me they weren't in the process of selling."

But that insistence has not deterred bidders. As recently as June 10, Rauscher Pierce detailed its second proposal to buy out First Southwest, which last year ranked seventh among the nation's financial advisers.

The Rauscher Pierce official, who spoke on the condition that he not be identified, said the latest proposal was fashioned as a letter of intent to buy all outstanding stock and was sent to directors and shareholders. It was the latest communication from Rauscher Pierce since April 18 when the firm first sent a letter to Mr. Medanich and others at the firm expressing an interest in acquiriing it.

On April 23, the official said, Rauscher Pierce received its response: a curt, one-paragraph rejection. Undaunted, the firm came back with a detailed proposal offering to purchase First Southwest's assets at 115% of book value -- about $16 million, by the firm's estimates.

Such an offer, the source said, would pay off the liabilities of the company and leave the current shareholders with a premium. Dispatched on May 1, 15 days later the offer received its response: a repeat of the first rejection letter.

Then, on June 3, Rauscher Pierce restructured its offer and sent a lengthy document described as a business plan of how the firm intended to operate First Southwest Co. if the two firms "were merged."

"There were no promises made to any individual people," the source said.

That letter said that Rauscher Pierce was prepared to submit a stock deal. A week later, on Monday, June 10, the company did just that. So far, there has been no formal response, the source said.

Rauscher is hardly alone in its wait-and-see position. Sources say that a group led by Dallas financier Robert Utley has also been pressing an offer to buy First Southwest.

The offer's terms are not known, and a spokesman said Mr. Utley chose not to be interviewed. But a source familiar with the bid said the Dallas businessman is determined to own First Southwest.

Mr. Utley reportedly has not had any easier time getting his foot in the door -- literally.

After trying unsuccessfully to discuss an offer with a First Southwest executive on the telephone, Mr. Utley reportedly went to the firm's headquarters at First City Center and waited until he finally got a meeting.

Both suitors are driven by the belief that they can improve First Southwest's operations and make more profit from its blue-chip client list.

"They are probably making 80% of their revenues from 20% of their clients," said one long-time competitor of the firm's. "Somebody else would probably drop some of the [smaller] clients and focus on the business that brings in the money."

Like other Texas-based firms, First Southwest has a history of relationships with clients ranging from small, infrequent issuers to major agencies such as Dallas/Fort Worth International Airport.

While Rauscher Pierce, which reported revenues of $100 million last year, would merge operations, it is less clear what Mr. Utley would do if he owned the company.

Many speculate that he would narrow the scope of financial advisory work done by First Southwest, while emphasizing increased underwriting.

Sources said Mr. Utley discussed the possibility of hiring Joseph Giglio, president of Chase Municipal Securities before its closing, to run the firm if he bought it.

However, Mr. Giglio, now with Smith Barney, Harris Upham & Co., denies any involvement with a possible buyout.

Mr. Utley is a principal with the Worthing Cos. and has had interests in real estate, developments, investing, and bankig.

"He has a history of turning businesses around," said the source. "He's very anxious to buy that company."

Despite his persistence, however, that may not possible because First Southwest is still -- officially -- not for sale.

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