California Economy Thwarting Deals for Big Thrifts

It's been said so often that it's become a cliche:

Sometime soon, one of California's biggest thrift institutions will merge with an in-state competitor, or be bought by an out-of-state bank.

And when that happens, the conventional wisdom goes, the floodgates for deals involving the state's biggest thrifts will open.

"It will be like an ice jam or a logjam breaking up" is how James Marks, a West Coast banking and thrift analyst for Hancock Institutional Equity Services, puts it.

Yet every effort over the past year and a half to put together a merger or acquisition involving a major California thrift has failed.

The biggest reason, although not the only one, seems to be a lingering uncertainty over the health of California's economy, which is still emerging from a long and traumatic recession.

The basic impetus for the expected big California thrift merger wave is clear. Thrifts, with nearly 40% of the state's deposits, hold a bigger market share in California than in nearly any other state.

That means that any substantial consolidation inside the state or attempted entry from outside stands a good chance of involving thrifts. Buying one big thrift would be a quick way to gain sizable market share.

For example, Home Savings of America, with $53.4 billion of assets, is the country's biggest thrift. Were it a commercial bank, it would be the state's second-largest, after $112 billion-asset Bank of America.

Great Western Bank, the country's second-largest thrift, with $40 billion of assets, would be California's third-largest bank if it flipped charters.

Analysts say that, of these two thrifts, Great Western, based in Chatworth, is the more desirable partner for a commercial bank, mainly because its business mix - with a relatively heavy emphasis on checking account deposits and consumer finance - is more bank-like than most thrifts'.

Home Savings, a subsidiary of H.F. Ahmanson & Co., Irwindale, is thought to be more independent-minded. And it may be big enough to stay that way.

Two other California thrifts that rank among the country's Top 10 - $31 billion-asset World Savings and Loan Association, a unit of Golden West Financial Corp., and $14.7 billion-asset First Nationwide Bank - are also crossed off most lists of potential acquisition targets.

World Savings, based in Oakland, is left off because it is revered by analysts as arguably the best-run thrift in the country.

First Nationwide is owned by New York investor Ronald O. Perelman and Texas banker Gerald J. Ford.

These men are believed to be more interested in expanding through acquisitions than in selling out.

That leaves a good deal of speculation swirling around the following three California thrifts: $18.5 billion-asset American Savings Bank, $15.6 billion-asset Glendale Federal Bank, and $14.2 billion-asset California Federal Bank.

They all are seen as too big to succeed as community-oriented institutions, yet not big enough to survive in a consolidating industry.

Furthermore, top officials of these thrifts are said to be aware of the problem. "We're too big for a boutique and too small to be a player," Calfed chairman Edward G. Harshfield has bluntly admitted.

Meanwhile, a simple process of elimination can virtually rule out the largest California commercial banks as acquisition candidates.

BankAmerica Corp., for example, is far too big, and is doing much too well, for any institution to even contemplate buying it, analysts say.

The state's second- and third-biggest banking companies, Wells Fargo & Co. and First Interstate Bancorp, respectively, are still expected to grow rather than be bought out.

The next four biggest banks in the state - Union Bank, Sanwa Bank California, Bank of California, and Sumitomo Bank of California - are all subsidiaries of huge Japanese banks. The Japanese parents are not expected to be willing to give up their California beachheads.

Coming after the Japanese banks in size is $3.4 billion-asset Bank of the West, San Francisco, which is owned by Banque Nationale de Paris of France. Investment bankers generally say this institution is extremely interested in growing by acquisition and is not for sale.

So why has California seen no big thrift merger or acquisition in recent years?

It's not for lack of effort by would-be acquirers.

For example, early last year, normally low-key Golden West Financial made unusually high-profile overtures to California Federal, including an all-cash offer of roughly $615 million, equal to Calfed's tangible book value at the time.

But Calfed summarily rejected the offer as not high enough.

Likewise, Texas billionaire Robert M. Bass was reported last year to have sought buyers for American Savings Bank, which his investment company owns. But again, bankers say, no one was willing to pay enough to make a deal.

Analysts say these instances illustrate the problem. Basically, potential buyers of big thrifts haven't been able to agree on price with the potential sellers.

One reason for this disagreement is that the executives in charge of the rumored acquisition targets are said to be satisfied that they have solid business plans to post respectable returns.

"We have a plan in place to deliver a satisfactory return on equity in the foreseeable future," asserted John C. Maher, president and chief executive of Great Western.

Part of the plan at Great Western, and at the other rumored acquisition candidates among California thrifts, involves eventually growing by acquisition itself.

Stephen J. Trafton, chief executive of Glenfed, has said that, if an acceptable offer isn't made for his institution, he would be just as happy to continue making acquisitions to build up sufficient size.

Meanwhile, from the perspective of potential buyers, uncertainty persists about the health of California's economy.

While the state is doing better now than a year or two ago, it still hasn't recovered quite enough to convince buyers they should pay a premium to gain a big California presence.

This uncertainty is especially daunting for commercial banks that would like to acquire a thrift.

Commercial banks have a spotty track record when helping thrifts make the big cultural shift to commercial banking. And economic problems in California would compound such difficulties.

When and if fears over the California economy fade, acquisitions could start popping. "It's not so much a thrift problem; it's California," said one investment banker.

From an in-state perspective, the gap between what potential buyers are willing to pay and sellers are demanding is reflected in comments that managements of BankAmerica, Wells Fargo, and First Interstate have made to stock analysts.

Basically, the chief executives of each institution have said they see no especially good acquisition value right now.

Wells Fargo officials, in particular, are said to see more value in expanding through alternative delivery of banking services than in paying a premium for branch networks.

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