Takeover Issue Top Worry at Annual Meetings

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Takeover Issue Top Worry at Annual Meetings

Most annual meetings in the financial services industry have come and gone by now, and, as usual, the menu of items for shareholder consideration was considerable. But one issue seems to have drawn more attention than others: fending off takeovers.

The biggest banks, with mountains of capital, traditionally have not shown much concern over the threat of being acquired; the cost of acquiring them generally is believed to be prohibitive, and piles of troubled loans have not made them attractive targets. But concern cropped up at several recent meetings.

Last week, shareholders of BankAmerica Corp. approved an amendment to the company's bylaws aimed at thwarting any takeover attempt. The change requires full shareholder meetings, rather than merely written consent, for major actions such as mergers involving the nation's second largest banking company.

However, the change was hardly made by acclamation. Just 54%, a slender majority, of shareholders represented voted for it.

BankAmerica chairman Leland Prussia said the company "would always look at a good proposal,' but said that California rival First Interstate Bancorp --which has made noises about pursuing a merger with BankAmerica--has made no concrete offer.

Ten days ago, First Interstate chairman Joseph J. Pinola told his shareholders that such a combination with BankAmerica would be "of great advantage to both shareholder groups. …