With Stepanian Out, Analysts Say Bank of Boston Sale

Ira Stepanian's surprise resignation as chairman of the Bank of Boston set the stage for a sale of the venerable New England institution, analysts and investors said Friday.

The 211-year-old bank's stock price surged $2.125 to $43.75, on the theory that Mr. Stepanian's departure meant that a significant impediment to a sale had been removed.

Mr. Stepanian's resignation last Thursday came at the end of a turbulent week in which he attempted to forge a merger of equals with CoreStates Financial Corp. His efforts provoked howls of protest from analysts and investors, who said that to enter such a deal merely to preserve the name and corporate headquarters would be to cheat shareholders of an acquisition premium.

One institutional shareholder asserted that Mr. Stepanian, 58, was "fired" because he refused to consider a buyout offer from NationsBank Corp.

"In my opinion, NationsBank is the most likely buyer," said Harry V. Keefe Jr. of Keefe Partners, which owns 823,000 shares in Bank of Boston. "Mr. Stepanian refused to talk to them. How can you pretend to represent your shareholders and not talk to the third-largest bank in America?"

Analysts suggested that BankAmerica Corp., NationsBank Corp., and Banc One Corp. - which made and withdrew a $45-a-share bid for the company during the recent hubbub - remained the leading candidates to acquire Bank of Boston.

Frank J. Barkocy, analyst at Advest Research Inc. added Royal Bank of Canada and National Australia Bank to the list.

"Once the Australian bank completes its acquisition of Michigan National Corp., it is my understanding that they remain interested in a presence along the eastern seaboard," he said.

The surge in Bank of Boston's share price makes a merger of equals less likely, some analysts said.

"The opportunity for a merger of equals with Mellon Bank Corp. has passed them by," said Joe Duwan, a bank analyst at Keefe, Bruyette & Woods Inc. He noted that the two banks considered a merger of equals estimated at $40 a share for Bank of Boston shareholders - well below the current market price.

To be sure, there were some in the analyst community who said a sale of Bank of Boston remains unlikely.

The bank's newly appointed chairman, Charles K. Gifford, is unlikely merely to "babysit the company until it could be sold," said Nancy Bush, an analyst at Brown Brothers Harriman & Co.

Instead, she said Mr. Gifford would continue the bank's pursuit of a merger of equals, even as he tries to reestablish credibility and restore a sense of confidence among employees and customers.

"I would be stunned if the board did anything," said an adviser to one of the banks thought to be interested in buying the Boston company. "They are under no pressure to do anything. The board is going to sit down and take stock of the situation."

Still, a reported denial by Mr. Gifford that the bank is for sale met with skepticism. "That is like walking down a street in New York today and saying it is not hot," said another investment banker. "It might make you feel good, but it is not true."

Indeed, in an interview Friday, Bank of Boston vice chairman Ed O'Neal suggested that the bank is more than willing to consider buyout offers - provided they reflect the company's nine consecutive quarters of strong core earnings growth and the value of its profitable Latin American operations.

"We are in complete control of our destiny," Mr. O'Neal said. "But we are realists, and we understand what's going on in the banking industry."

Others suggested that with Mr. Stepanian out of the picture, the momentum for a merger has become an unstoppable force.

"The die is cast," said Mr. Barkocy.

Separately, merger speculation continued to surround Chase Manhattan Corp. and Chemical Banking Corp. Reports said senior management of the banks were talking about a union.

Chase Manhattan stock closed up $2.25 to $55, and Chemical closed down 25 cents, to $51.875.

Daniel Kaplan contributed to this report.

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