NEWS ANALYSIS: Quitting Sovereign May Have Freed Chairman For New Shot

With the resignation this week of its dissident chairman, Sovereign Bancorp is eager to put two years of internecine warfare behind it and concentrate on its regional retail growth strategy.

But the former chairman, Fred Jaindl, may not go away quietly.

Mr. Jaindl, a turkey farmer from Pennsylvania's Lehigh Valley who has a penchant for taking stock positions in local financial institutions and then forcing their sale, may just be giving himself more room to maneuver.

Analysts who follow $6.8 billion-asset Sovereign, which is based in Wyomissing, Pa., say it is possible that Mr. Jaindl was just trying to wriggle free from a memorandum of understanding he signed with other board members and Sovereign management in January 1994.

The memorandum settled a lawsuit by Sovereign executives against Mr. Jaindl and essentially put the kibosh on his efforts to take control of the company and sell it.

The agreement required that board members not actively solicit takeover offers for 18 months.

Mr. Jaindl's resignation, announced Monday, may free him to amass more of Sovereign's stock for a more forcible run at the bank.

Although the memorandum expires in July, Mr. Jaindl seems to have gotten tired of waiting.

Mr. Jaindl was not available to discuss his resignation, and sources close to him said they had no idea what his next move would be.

His relationships with board members and with Sovereign chief executive Jay Sidhu "were very strained," a source close to Mr. Jaindl said.

"He did not feel he and the board were on the same page," the source said. "He and the board do not agree. He and the CEO did not agree. He gave it the old college try."

With 3.8 million common shares, or 7.96%, of Sovereign's stock, Mr. Jaindl is the company's biggest shareholder.

His resignation has not made Mr. Sidhu, the architect of Sovereign's growth from a small thrift company to a "super community" affiliation of banks and thrifts in Pennsylvania and New Jersey, feel any more secure.

The 10-member board met - without Mr. Jaindl - late Monday and elected as the new chairman Richard Mohn, 62, an outside director since 1981.

Mr. Sidhu had declined to take the additional title of chairman; he said he did not want to break the tradition of relying on a nonexecutive for that post.

Even if Mr. Jaindl sold his stock now, he would profit handsomely. Sovereign shares, selling for $1.375 in December 1988 - the year Mr. Jaindl bought in - had leaped to $7.375 by December 1994 and were trading at $8.50 on Tuesday.

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