There are many theories as to why Worthen Banking Corp. chairman, president, and chief executive Curt Bradbury decided to sell the bank to St. Louis-based Boatmen's Bancshares.

Some speculate that he grew weary of running Arkansas' largest bank after engineering a remarkable turnaround in the late 1980s. Others say he was frustrated by a seemingly endless investigation by the Federal Reserve Bank of St. Louis into links with the billionaire Stephens family, which owns one-fourth of Worthen.

A student of economics and capitalism, Mr. Bradbury has a simple, unemotional reason for selling the bank for two, times book value: It was good for shareholders.

"One of the things I think is wrong with modern American capitalism is that individuals let personal issues work their way into these kind of decisions," he said Friday, "What it came down to was I asked myself, 'Where do my shareholders get to $50 [a share] quicker? Is it by being independent or to be acquired?' It was my conclusion that it would be with Boatmen's."

For those who know him, it was not a surprising move by a man who has gained a reputation for making bottom-line decisions unemotionally. They credit this disciplined approach for saving the bank from a series of crises that killed other institutions in the late 1980s.

But during a one-hour interview, he talked bluntly about the challenges and frustrations he faced in trying to grow the $3.5 billion-asset bank beyond Arkansas.

The most obvious' was the Fed investigation, which slowed his ability to do acquisitions, spooked some would-be targets, and cost millions of dollars in legal fees.

For nearly three years, the St. Louis Fed has been investigating ties between Worthen and the Stephens family, which also owns the Little Rock investment bank that bears its name. It is not clear whether the pending merger will end the probe, though observers say it is likely.

Regulators are said to be scrutinizing whether the family exerts any control over the bank, which would be a violation of federal law. Worthen executives have long insisted there is no problem, noting that no Stephens family member holds a seat on the board or is involved in decision-making.

Mr. Bradbury, who was an investment banker at Stephens before being recruited by Worthen in 1985, said the probe delayed the acquisition of Union of Arkansas. This pushed merger savings back a year and created huge legal bills.

"It has got to be an incredibly frustrating experience for senior management at the company to have their time and money invested in that regulatory process," said Peter Tuz, banking analyst at Morgan, Keegan & Co. in Memphis. "That may well have taken the wind out of their sails."

Mr. Bradbury agrees that its frustrating and costly for shareholders, but said it did not influence the decision to sell the bank. "I don't give a damn who says otherwise, the Fed investigation was not an issue in evaluating the strategic alternatives of the bank," he said. "I do think the Fed investigation was a persistent cloud that we really couldn't explain to anybody, because we really don't understand the questions after 16 months of formal inquiry."

Mr. Bradbury had clearly positioned the bank to grow. Executives had begun building support for the stock and by yearend expected to have as much as $70 million in capital, or about 9%, as it looked to buy other banks. Analysts say that without growth outside Arkansas, Mr. Bradbury may have had difficulty increasing profitability with the same speed in which he restored health to Worthen.

Meanwhile, Boatmen's projects about $5 million in new revenues by 1996, when the company expects its acquisition to become accretive. That conservative estimate is barely 3% better than Worthen could do alone, analysts say. The Missouri-based bank also expects to cut expenses at Worthen, where the efficiency ratio has hovered in the mid-60s recently.

With the future of the bank decided, Mr. Bradbury has the luxury of thinking about his own future. After the deal is consummated, he plans to leave the company. Although his future is uncertain, the 45-year-old banker jokes about being only five years away from seniors golf tour eligibility. Few expect Mr. Bradbury to venture far from banking; some suggest he may-rejoin Stephens Inc.

Indeed, the fruits of his success give him the luxury of time. He owns 72,000 shares of Worthen stock directly and has options on another 152,000 with an estimated total value of about $7.6 million. Mr. Bradbury also has an agreement which will pay him $250,000 a year through 1996.

For now, he is philosophical about his decision to sell Worthen.

"One of the hardest things we humans can do is to hold on and not let go," Mr. Bradbury said. "That's the way to screw something like this up and I decided I couldn't let that happen."

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