Heavy Trading in Brooklyn Thrift's Stock Spurring Talk of Takeover

Unusually strong trading in the shares of a Brooklyn thrift has befuddled investors and analysts, prompting them to speculate that the institution is in play.

Since Jan. 12, daily trading volume in Bay Ridge Bancorp has soared to more than 1.2 million on three days. Its stock price, too, has jumped - to $16.75 a share at midday Tuesday, up 31.4% since Dec. 22.

On its most active day, Jan. 23, almost 1.4 million shares were traded, or 23% of the bank's stock outstanding. Before Dec. 23, the stock's average daily trading volume had been 120,000 shares.

The heavy trading has stirred up street rumors that Bay Ridge is in play. Analysts said possible buyers include Irwindale, Calif.-based H.F. Ahmanson & Co. and three New York thrifts: Independence Savings Bank, Astoria Financial Corp., and GP Financial Corp.

Analysts couldn't explain the recent surge in trading but said it's probably based on more than just hunches.

"The company wouldn't trade at 23% of its shares just based on speculation," said Philip C. Colaco, senior research analyst at SNL Securities. "Somebody knows something, and the trading volume is based on that."

Officials of the thrift said they're equally puzzled.

"I think we're seeing what the industry saw back in June or July," said Donald A. Cordano, president and chief executive officer. "Just churning and activity based on rumors."

But neither analysts nor institutional investors knew where the rumors were coming from or who was doing the buying.

"It sounds like they're in play with somebody and some people know about it," Mr. Colaco said. "As to who it is, that's what I'm curious about."

In fact, most institutional investors had sold all of their stock in the thrift well before the heightened activity began because they felt the price had risen too high.

"I know of no major institutional shareholder who still owns this stock - and a month ago a lot of us owned this stock," said Orin S. Kramer, general partner of Boston Provident Partners. "The message from the tape is that somebody else probably knows something that we don't know."

Despite the rumors, those institutional investors are unlikely to risk getting back in soon, he added.

"At a certain point, when you see enough smoke coming from a structure, you begin to believe that there's probably a fire there," Mr. Kramer said. "But most people I know will not buy on that basis."

In case a deal is in the works, some analysts have projected the purchase price at $18 to $22 per share, assuming a 6% to 8% deposit premium.

The most talked-about potential buyer, several sources said, is Independence, a mutual thrift which has made clear its interest in buying another institution. Such a deal would be unusual, Mr. Colaco said, because Independence is a mutual institution and does not have a holding company, requiring it to pay cash for any purchase.

But Independence president and chief executive Charles J. Hamm said there also are rumors that at least two other institutions have acquired up to 4.9% of Bay Ridge's stock in recent weeks, prompting the trading boom. Independence has not bought any stock, he added.

"If banks are buying their stock, I don't think they're buying their stock for investment," he said.

Any acquirer, however, would undoubtedly have to jump through regulatory hoops because Bay Ridge converted to a stock institution just last March. Federal regulations bar thrifts from selling out within a year of converting to publicly held institutions.

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