Dissident board members of Compass Bancshares, led by the company's founder, have launched a bid to put the bank up for sale.

Harry B. Brock Jr., who founded the Birmingham, Ala.-based Compass in 1963 and served as its chairman until 1991, has formed a committee with two other Compass directors to back the election of three new directors who "favor seeking a tax-free stock swap with a much larger company."

Mr. Brock's announcement confirms rumors that he has been trying to force a sale. Mr. Brock owns 2.4% of Compass stock, the largest individual holding.

In a telephone conversation Friday, Mr. Brock said the Compass board had rejected a buyout offer of $31 a share. He declined to name the "much larger" bank.

"I wouldn't be doing this if they hadn't turned down a deal I thought we should have been looking at," Mr. Brock said.

Chairman and CEO D. Paul Jones Jr., also interviewed Friday, said the board is not inclined to sell the $9.1 billion-asset company when bank stocks are so depressed.

Mr. Brock's revolt launches him into head-to-head conflict with Mr. Jones, his handpicked successor. Mr. Brock and Mr. Jones have worked closely ever since 1978, when Mr. Brock hired Mr. Jones to be the company's lawyer.

"He can't be too dead happy with what I've done this morning," Mr. Brock said. "But this has nothing to do with my feelings or relationship with Mr. Jones."

Mr. Jones, for his part, described the conflict as a "family dispute" in which Mr. Brock was trying "to reassert his control. It wouldn't be too much to say that Mr. Brock wants my job," he added.

Mr. Brock, 68, is joined in his crusade by two other directors: his son, Stanley M. Brock, and G.W. "Red" Leach Jr. Mr. Leach, Mr. Jones, and Charles W. Daniel are scheduled to leave the board this year, so the senior Mr. Brock wants to fill those slots with his own choices.

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