A South Carolina thrift rebuffed corporate raider H. Jerry Shearer's offer to withdraw a shareholder proposal to force the company's sale in return for a board seat.

Officials at Palfed Inc., parent of Aiken, S.C.-based Palmetto Federal Savings Bank, last week said they won't stray from a plan to stay independent to "satisfy the demands" of Mr. Shearer and his partner, Jerry Zucker.

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