Not always share in shares alike.

• Position: Brief Article

In the early '90s, a lot of S&L executives got rich in deals called merger-conversions. Shifting their thrifts from depositor to stock ownership, they immediately merged them with big banks and, until regulators cracked down, walked away with guaranteed-employment contracts and stock grants. Depositors, on the other hand, got little. Some shareholders in Southern Pines-based First Savings Bancorp, which operates as First Savings Bank of Moore County, fear they are getting the same sort of treatment.

On Dec. 16, First Savings announced it was merging with Troy-based First Bancorp, which operates as First Bank. Investors would get 1.2468 shares of First Bancorp stock for each of their shares. At the time, the deal was worth $24 a share.

But First Bancorp's stock fell. By late February, it had slipped to $16.25, shrinking the deal's value to $20 a share -- little more than First Savings' book value. Sellers usually put provisions into an agreement to prevent this from happening. If the stock falls below a set floor price, the deal is renegotiated. That didn't happen here.

Bill Rhoads, a retired Smith Barney broker and branch manager who has hired a lawyer and formed a committee of dissenting shareholders, says, "I don't want to make management to look like...