Jefferson Savings Bancorp, Ballwin, Mo., is adopting a shareholder protection rights plan to guard against hostile acquirers.
The move came as a surprise to Wayne R. Bopp, a thrift analyst with Stifel Nicolaus & Co., St. Louis. He says it's the first thrift he's covered that has implemented an antitakeover plan.
"There tends not to be many unfriendly takeovers in the financial institutions industry," he said.
When thrifts convert to stock institutions from mutuals, they typically establish promanagement protections, which Jefferson did when it converted in April 1993. Nevertheless, the $770 million-asset company adopted the plan "due to the uncertainty of the recent takeover environment in the banking industry and the susceptibility to future hostile takeover tactics," said president and chief executive David V. McCay in a press release.
In a telephone interview, Gary Honerkamp, senior vice president, said Jefferson had not been targeted for a takeover.
What could be giving Jefferson's management the jitters is a recent episode in St. Louis in which an unsolicited takeover proposal led a thrift that wanted to stay independent to merge with another thrift, Mr. Bopp said.
In 1992, First Banks Inc., St. Louis, made unsolicited proposals to acquire a local thrift, Home Federal Bancorp of Missouri, in a hostile tender offer. To escape the bidder, Home Federal merged with Roosevelt Financial Group, St. Louis.
"I have to believe the Jefferson people were anticipating that would happen to them," Mr. Bopp said.
Jefferson's new plan will give shareholders one right for each outstanding share of common stock on Sept. 7. Each right entitles shareholders to purchase one-hundredth of a share of a new preferred stock for $60.
If someone acquires beneficial ownership of 19.9% or more of Jefferson's stock, the rights will gain voting power and trade separately from the common stock. Then, shareholders can acquire shares of common stock valued at twice the right's exercise price.
Also, if Jefferson is acquired or more than 50% of its assets, earnings power, or cash flow is sold, each right entities its holder to acquire shares of the acquirer's common stock with a value of twice the exercise price.