Jerry Shearer is at it again.

The activist investor who unsuccessfully tried to force the sale of Baltimore-based Provident Bankshares Corp. last year has submitted a new "sell the bank" proposal for shareholders to vote on at the company's annual meeting April 19.

But most observers doubt he will succeed and have questioned whether his motivations take account of shareholders' best interests.

Mr. Shearer, managing partner of Mid-Atlantic Investors in Columbia, S.C., said he believes he has a better shot at prevailing in 2000. He is starting to lobby shareholders much earlier, giving them more time to consider his plan. Moreover, his proposal was not included on Provident's proxy statement last year because he missed the submission date by a few weeks. He also owns 5% of the company's stock, as opposed to 3% in 1999.

"I'm optimistic that my efforts will prevail this year," said Mr. Shearer, whose 1999 proposal won 23% of the shareholder vote.

Peter M. Martin, chairman and chief executive officer of $5.1 billion-asset Provident, the second-largest commercial bank headquartered in Maryland, said he expects to garner enough votes to defeat the proposal. He cited the company's solid earnings and its early success expanding into supermarkets and onto the Internet.

"I think we will do pretty well," said Mr. Martin. "In our opinion putting up a 'for sale' sign in this environment is not good for shareholders."

Some observers agreed. "Being forced to sell as a result of a proxy fight is not advantageous," said Derek Statkevicus, an analyst at Keefe, Bruyette & Woods Inc. in New York. "I don't think management is averse to selling the bank, but they don't want it to be a fire sale."

"He could get increased sympathy from shareholders," said David West, an analyst at Davenport & Co. in Richmond, Va. "But it is a poor way to put a company up for sale." Mr. Shearer, whose stake is now 5.4%, contends that Provident's languishing stock price, "mediocre" financial performance, and expense-control problems underscore his belief that the company should be sold to a better-run organization.

Provident's stock price has fallen about 19% since Jan. 1, compared with an 11% drop for banks with assets of $5 billion to $10 billion, according to the SNL Bank Index. Its shares closed at $14.4844 on Tuesday.

The stock price has dropped despite a 13.1% rise in Provident's 1999 earnings, to $44.2 million, or $1.67 per share, which beat Wall Street's consensus expectation by a penny.

"Provident didn't have any major disappointments last year," said Angelina Billon, an analyst at Johnston, Lemon & Co. in Washington. "I'm not sure if Mr. Shearer has a chance."

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