Missouri Bank's Holding Company Plan Thwarts Dissident Director's

St. Johns (Mo.) Bancshares has fended off an aggressive minority shareholder with a plan to revamp its ownership structure.

The St. Louis-area banking company is creating a limited liability holding company to ensure that St. Johns Bancshares stays in the hands of its largest shareholders, members of two local families. The proposed company, Unity Bancshares LLC, would be owned exclusively by the two families and control 61% of St. Johns Bancshares.

The proposed structure is designed to protect St. Johns' independence by ensuring that all stock owned by the Wells and Branneky families is voted in a bloc, said Joe Porter, an attorney for St. Johns and Unity.

"They want to serve the community and carry on the family tradition," Mr. Porter said.

F. Gilbert Bickel, a St. Johns director who with his family controlled 16% of the company's stock, decided not to pursue a takeover of St. Johns after hearing of the proposal. He said he is selling his family's stake in the company and did not seek reelection to the board.

"It came time for me to move on or get into an argument with the families," he said, "and that may have been detrimental to other stockholders and the bank's employees."

But it was Mr. Bickel's attempts to buy large chunks of stock from various shareholders that prompted the families to pool their stock in a new company. He sponsored a $300-per-share tender offer six months ago and a $225-per-share offer in April 1996 in efforts to take control of the company.

No member of the two controlling families, however, took advantage of the offer. Mr. Bickel said he made the tender offers because he disagreed with the families' management style. He is also not happy with the company's performance. For the third quarter, St. Johns reported return on assets of 1.02% and return on equity of 9.67%.

"We had philosophical differences," said Mr. Bickel, a vice president at Merrill Lynch & Co. in St. Louis and a St. Johns board member for 15 years. "I felt the bank was under its profit potential and lacked in technology."

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