Four months after its offer to buy Chicago's North Bancshares was rebuffed, Success Bancshares has taken its case to North's shareholders.

"You would be better off putting your equity in a CD" than holding on to North shares, said Success' president, Saul D. Binder.

Return on equity at $120 million-asset North was just 4.32% in the fourth quarter, less than half the average for thrifts with $100 million to $300 million of assets.

In December, Mr. Binder's $400 million-asset holding company, which is based in Lincolnshire, Ill., offered $32.8 million in stock for North-two times book value.

The board's rejection of that offer raises the question "Whose company is North Bancshares?" Mr. Binder wrote in a letter this month to shareholders. Success owns 6,500 shares.

In the letter, Mr. Binder urged shareholders to ask questions at North's annual meeting next Wednesday.

In an interview he said he plans to nominate two board candidates at the meeting: Washington attorney Eleanor Kerlow and Success director Keevan Morgan.

Joseph A. Graber, president and chief operating officer of North Federal Savings Bank, said its parent company did "the best thing for shareholders" when it refused Success' offer.

He reiterated that North Bancshares is not for sale.

In addition to Mr. Binder's motions, North shareholders will vote on three proposals submitted by an unknown shareholder, whose identity Mr. Binder said is a mystery.

The proposals, which were included in the proxy, would eliminate the 80% majority vote rule required to pass shareholder initiatives; allow shareholders to call impromptu meetings; and limit directors' terms to one year.

North's board has recommended that shareholders vote against all three proposals.

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