First Financial maneuver fans talk that Georgia Federal will be sold.

ATLANTA - A regulatory filing has fueled speculation that First Financial Management Corp. plans to sell Georgia Federal Bank, the state's biggest thrift.

First Financial, a data processing company, is seeking per- mission to open a bank that would assume Georgia Federal's credit card operations. If state regulators approve the request, analysts say, First Financial would have little use for Georgia Federal's remaining operations.

"The formation of a credit card bank to serve as a substitute for the thrift is the first step toward the sale of Georgia Federal," James F. Kissane, an analyst with Salomon Brothers Inc., said in a recent report.

Mr. Kissane estimated that Georgia Federal, which has $4.5 billion in assets, could fetch about $145 million.

Preliminary Talks

A source close to the situation said the Atlanta-based company is not actively shopping Georgia Federal, because of uncertainty over the outcome of its application.

But the source said the company has held preliminary discussions with First Union Corp., Charlotte, N.C.; Southtrust Corp., Birmingham, Ala.; and Suntrust Banks Inc., Atlanta.

All three companies own sizable banks in Atlanta that could incorporate Georgia Federal's 57 branches and $2.8 billion in deposits. The three banks declined to comment Monday.

First Financial acquired Georgia Federal three years ago to protect its access to the Visa and MasterCard payment networks, which were then trying to prevent nonbanks from handling payments for retail merchants.

In a filing several weeks ago with Georgia regulators, First Financial said it wants to set up a credit card bank to take over Georgia Federal's merchant credit card activities. That bank would then apply for membership in both Visa and MasterCard.

The new entity, which would be known as First Financial Bank, also might assume Georgia Federal's card-issuing operations. The bank would have initial capital of $3.8 million and 50 employees.

State regulators are expected to rule on the application by yearend.

Potential Stock Boost

Selling Georgia Federal would likely give a boost to First Financial's stock because thrifts sell at lower market multiples than data processing companies. Largely because of the drag from Georgia Federal, First Financial sells at 18 times earnings, while most other computer service companies sell 20 times earnings.

First Financial stock was trading Monday afternoon at $36.50.

Patrick H. Thomas, First Financial's chairman and chief executive, said the creation of the credit card bank "has nothing to do with whether we would sell" Georgia Federal.

Mr. Thomas, slated to become First Financial Bank's chairman, cautioned that a credit card bank would not protect First Financial's access to the payment system as well as Georgia Federal does because it would lack some of the powers of a thrift or commercial bank.

First Financial began a restructuring last month when it announced that it would sell its consumer finance subsidiary to a unit of Associates Corporation of North America. The subsidiary, First Family Financial Services, was Georgia Federal's most profitable.

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