After resisting shareholders' pressure to sell for years, Jefferson Savings Bancorp apparently plans to test the market.

The $1.6 billion-asset St. Louis thrift recently said it had hired an unidentified investment banking firm to "evaluate its strategic alternatives." David V. McCay, chairman and chief executive officer of Jefferson, did not return phone calls seeking comment on the Jan. 31 announcement. Jefferson, parent of Jefferson Heritage Bank, operates 41 branches, mostly in Missouri and Texas.

Observers said Jefferson certainly should attract buyers because of its size and regional presence. It could fetch $150 million to $180 million, or $15 to $20 per share, depending on the bidder, they said. That would give its shareholders up to a 57% premium, based on the thrift's midday Thursday share price of $12.6875.

"Jefferson should attract an eclectic group of buyers," said Joseph A. Stieven, an analyst at Stifel, Nicholaus & Co. in St. Louis. "With many of the traditional buyers out of the market, other banks may not think the bidding process will be as competitive."

Observers said it is tough to predict who can afford to make an offer, because many bank and thrift stocks are hovering near their 52-week lows. A short list of potential buyers includes $33 billion-asset Union Planters Corp. of Memphis; $4.9 billion-asset First Banks Inc. of St. Louis; and $4.7 billion-asset Central Bancompany of Jefferson City, Mo.

Jefferson's board has resisted selling since 1993 when James Dierberg, chairman and chief executive officer of First Banks, made an unsolicited bid. Its board has also staved off three shareholder proposals to sell the thrift since 1996. Investors have been disappointed in the thrift's low returns on equity and assets.

Last year, to avoid a nasty proxy battle, Jefferson conceded two board seats to a group of disgruntled investors before the company's annual meeting, provided that they would not mount a proxy fight this year.

One of these investors, Joe Siegert, a financial consultant in Grayville, Ill., said Jefferson has finally decided to sell because it will probably face another shareholder proposal in 2001 if it does not announce a deal this year.

"Mr. McCay bought his time," said Mr. Siegert. "He wants to protect his golden parachute, which is worth a ton of money."

Securities and Exchange Commission documents show that Mr. McCay would net roughly $4.8 million in a sale. This includes his change-of-control agreement and the value of the Jefferson stock he owns.

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