For David F. Leake, selling Victory Bank and Trust Co. was like giving his daughter away at her wedding.

"It was the same feeling I had looking down the aisle," said Mr. Leake, chairman of the $110 million-asset bank. "I knew I was doing the right thing, but it was still tough to do."

Memphis-based Victory agreed last month to be acquired by $6 billion- asset Deposit Guaranty Corp., Jackson, Miss.

Community bankers across the country are grappling with similar decisions.

Some are holding out because they haven't met the right partner, can't get the price they want, or don't want to give up their independence. But others, confronted by sky-high offers and uncertain futures, are getting out now.

"It makes sense for employees, it makes sense for customers, and it definitely makes sense for shareholders," said Richard C. Tucker, chairman, president, and chief executive officer of Tri-State Financial Corp., a $130 million-asset institution in Denver. "The reasoning is simple: The best time to sell is when the business is at its best."

Tri-State announced Sept. 24 that it is being bought by Zions Bancorp, Salt Lake City. Zions paid a combined 3.8 times book value for Tri-State and Vectra Banking Corp., also in Denver.

Clearly, price is driving many deals.

Since 1993, 2,704 deals have involved an acquisition target with less than $3 billion of assets. Sheshunoff Information Services data show the average price in these transactions rising from 1.62 of book value in 1993 to 2.02 times book in the third quarter this year.

"The premiums are higher across the board this year than last year," said Frank J. Barkocy, managing director of Josephthal, Lyon & Ross, New York. "Floors today in pricing were the ceiling not too long ago."

Higher stock prices mean higher offers, and "sellers are having a hard time turning that value down," said Chris Hargrove, president of Professional Bank Services Inc., Louisville, Ky.

Furthermore, grabbing a great deal is often preferable to venturing into a future in which the bank might not be able to compete anymore.

"If you believe you can make it, that's great," Mr. Tucker said. "But if you believe you can't keep up with capital demands because of your size, then sell."

Still, some independents are willing to wait for a better offer or a better partner.

Fallbrook National Bank, Fallbrook, Calif., recently ended a six-month standoff with San Diego-based Bank of Commerce.

Fallbrook National fought off two hostile bids before Bank of Commerce finally backed off, explaining Fallbrook's stock price had climbed so high that the deal no longer made sense.

Some banks say remaining independent isn't just about money.

Count First Peoples Bank and Bank of Broadmoor among them. Pine Mountain, Ga.-based First Peoples was founded in 1990 after First Union Corp. took over the only bank in town.

Seven years later, First Peoples is turning down offers.

"Is the value of a community bank purely based on return on investment, or is it also based on how it serves the community?" said Clark Hungerford, president and chief financial officer of the $40 million-asset bank.

Bank of Broadmoor isn't interested in the inquiries from several out-of- state banks, said D. Edward Sauer, president and chief executive officer of the Colorado Springs-based bank. Instead, he wants to profit from other banks' mergers. He said the larger institutions that remain don't give the personal attention that some customers want.

"There is a lot of money to be made as an independent bank," Mr. Sauer said. "People are asked to fit in a box" at larger banks. "We are the bank for people who don't want to fit in that box."

In the past five years, Broadmoor has grown 257%, boosting its asset total to $47 million. Mr. Sauer said he hopes to double assets again within a few years.

But selling doesn't always mean giving up that hometown, community bank atmosphere. Bankers at some acquired institutions said they looked for buyers who would not force them to throw away what they have built.

For example, Deposit Guaranty has told Victory executives it would "step back and let management and employees keep doing what we have done," said Frank J. Cianciola, Victory's president and chief executive officer.

Mr. Cianciola will become president of Deposit Guaranty's Tennessee operations when the deal, at three times book value, is closed. It's expected to close by yearend.

"They realized they were buying a good bank with good people," he said. "We all want as little change as possible."

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