Girding for an invasion by NationsBank Corp., the largest Oklahoma- based banking company wants to merge with the second-largest.

The overtures by Tulsa-based BOK Financial Corp. have thus far been rebuffed by Liberty Bancorp of Oklahoma City, raising the possibility of a rare hostile takeover bid.

While most analysts doubt BOK could pull that off - 40% of Liberty's shares are owned by insiders who have fiercely asserted their independence - BOK's actions speak to the impact NationsBank can have on the midwestern markets it will be entering through its pending merger with Boatmen's Bancshares of St. Louis.

BOK and Liberty together have $7.4 billion of assets and a 15% share of Oklahoma deposits - enough to trump Boatmen's and its Bank IV affiliate, but also enough to violate the state's 11% limit on a single organization's control.

BOK Financial, the $4.4 billion-asset parent of Bank of Oklahoma, already has a 4.9% stake in Liberty.

Liberty Bancorp's board unanimously rejected the acquisition overtures earlier this month and announced the decision with its Oct. 16 earnings release.

"Recently (BOK) invited Liberty to discuss business combinations," the statement said. The board deemed a merger "not in the best interests of Liberty's shareholders, customers, and employees."

Stanley A. Lybarger, BOK's chief executive officer, confirmed Oct. 18 that BOK had made formal approaches to the $2.9 billion-asset parent of Liberty Bank and Trust Company of Oklahoma City.

"We have a continuing interest in Liberty," said Mr. Lybarger. "It is unknown at this point if and when discussions would recommence."

Some analysts viewed that as shorthand for a hostile offer. But "a proxy fight would be stupid," said one banking analyst, who spoke on condition of anonymity. "The owners have spoken."

Moreover, BOK runs up against the state's 11% deposit ceiling. BOK Financial has 8.4% and Liberty 6.5%, according to SNL Securities of Charlottesville, Va.

Liberty cited antitrust constraints as a reason for snubbing BOK.

But analysts said the contemplated acquisition would make sense on several levels.

Liberty's deposits and capital would help bolster BOK's more leveraged balance sheet. And the combined entity would have a greater market share than Boatmen's - currently No. 1 in Oklahoma with $3.6 billion of deposits- making it more likely to be coveted by out-of-state acquirers than either independent bank would be on its own.

"They're more attractive together than apart," one analyst said.

Their awkward dance dates back to September 1995, when BOK Financial acquired a 5.3% interest - since reduced - in Liberty. At the time, BOK Financial professed no desire for a full-scale merger.

Last May, Mr. Lybarger said his bank was interested in a "merger of equals" with Liberty. BOK's motives were twofold: To increase its market presence and to dilute the 79% interest held by its chairman, George Kaiser.

Although the bank has made 11 acquisitions since Mr. Kaiser took ownership in 1991, a deal with Liberty would have been the first to significantly water down his control.

Mr. Kaiser's role in BOK might also be an issue for Liberty officials, a knowledgeable banking analyst suggested.

Both institutions were savaged by loan losses in the 1980s. Liberty's board pumped money in to assure the institution's survival. Bank of Oklahoma became a ward of the Federal Deposit Insurance Corp., and was sold to Mr. Kaiser in 1991.

Mr. Kaiser, an oilman, is "perceived as a deal guy," the analyst said, while Liberty's leaders share the solidarity of having ridden out the hard times.

"The folks at BOK would love to do a deal like this," one observer said. "I'm not as clear as to why Liberty didn't want to do it with these guys."

"The question becomes, Is it posturing for a higher price or is the board adamant about remaining independent?" said Michael Zuk, bank analyst for Fahnestock & Co. "Hostile takeovers are rare in banking and I think it would be extremely difficult given the large percentage of inside ownership."

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