Rush on Northeast's Bigger Thrifts Seen Likely

With thrifts and commercial banks across the country pairing off as frequently as couples in a Virginia reel, analysts say it won't be long before some of the Northeast's largest savings institutions start to attract attention.

This year could be the one in which deposit-rich institutions such as New York's Dime Bancorp and GreenPoint Financial Corp. get taken out by large, out-of-state commercial banks.

"The ingredients are there," said Michael Hodes, a thrift analyst with Goldman, Sachs & Co. "There are fewer impediments. It's hard to argue it's not going to happen."

Indeed, analysts cite two deals as evidence that commercial banks' traditional reluctance to buy thrifts is eroding: ABN Amro's $1.9 billion agreement in November to buy Standard Federal Bancorp. of Troy, Mich.; and Marine Midland's just-completed takeover of First Federal Savings and Loan Association of Rochester, in upstate New York.

However analysts agreed that it is impossible to predict exactly when a wave of Northeast thrift deals would begin. "It's hard to put it on a time line," Mr. Hodes said. "Nothing I've seen suggests the floodgates are open" right now.

Bankers have long been discouraged from buying thrifts, partically because of the costs involved in overhauling the culture at a savings and loan.

While some thrifts have diversified in recent years, the loan portfolios of most are still dominated by mortgages on one- to four-family homes.

Still, a number of factors should wear down the resistance of commercial banks hesitant to buy thrifts. First off, the pool of commercial banks sizable enough to interest big buyers has shrunk considerably as acquisitions have removed the likes of Midlantic Corp., Shawmut Financial Corp., and First Fidelity Bancorp. from the scene in the past two years.

Secondly, buying a thrift becomes less daunting as savings associations begin to offer more bank products.

Finally, and perhaps most critically, Congress in 1996 removed two important stumbling blocks to thrift sales by passing legislation to recapitalize the Savings Association Insurance Fund, and to allow acquiring banks to retain deductions taken by thrifts for baddebt reserves in excess of the deduction allowed for banks.

Combine those developments with the very efficient deposit-gathering branches that thrifts usually have and savings institutions start to look more attractive, said Anthony J. Polini, an analyst with Advest Inc. This means deal-making may heat up in the next few months, Mr. Polini said, especially if thrift earnings slow down and the stock market backtracks a bit.

"We're in an environment right now that is owner-friendly," Mr. Polini said. If banks make overtures right now, the managements at most thrifts would resist. With relatively low interest rates, many thrifts have boosted returns on equity to levels not far from those typical at banks.

However, Mr. Polini said he expects pressure on thrift margins to cut into revenue growth and earnings this year.

Some of the most attractive takeover candidates include Dime, the Northeast's largest thrift with $19.7 billion of assets, and GreenPoint, No. 2 at $13.4 billion.

Mr. Polini said he expected a transaction involving either thrift by the end of 1998, but the nature of the transaction could range from a merger of the two to a takeover of either to a substantial acquisition by either.

While still primarily a mortgage lender, Dime has begun offering business and personal loans, making an absorption by a commercial bank somewhat easier, analysts said.

GreenPoint has some of the same advantages. Specializing in no- documentation mortgage lending, GreenPoint might be considered an asset- based lender, giving it more in common with a commercial bank than it has with other thrifts, analysts said.

Dime declined to comment on the possibility of it buying or being bought, but a spokesman for GreenPoint said his company intends to remain independent.

"We're convinced that is the best way to maximize shareholder value for the long term," Richard Humphrey said.

Executives at other thrifts, however, acknowledge they may face buyout pressures.

"We're very happy doing what we're doing," said Thomas H. Hamilton, chairman of Collective Bancorp, an Egg Harbor City, N.J.-based thrift, with $5.3 billion of assets. "We've become very banklike in the last five years. But we recognize that (a takeover) is a possibility."

Other thrifts that may be feeling vulnerable include Sovereign Bancorp, of Wyomissing, Pa., with $9.4 billion of assets; Astoria Financial Corp., New York City, with $7.3 billion of assets; and Long Island Bancorp in Melville, N.Y., with $5.4 billion of assets.

Chad Yonker, an analyst with Fox-Pitt, Kelton Inc., said still another, Rochester Community Savings Bank, with $4 billion of assets, would make an excellent match with First Empire State Corp., which operates Manufacturers and Traders Trust Co. in nearby Buffalo.

Rochester Community seems to acknowledge it is ready to be acquired. "We've been fairly up-front, we'd be willing to consider a bona fide offer," said Richard Dye, a vice president for investor relations at the Rochester thrift.

Because they already have deals in the works to buy thrifts, ABN Amro's North American subsidiary and Marine Midland, a unit of London-based HSBC Holdings PLC, are considered by analysts to be likely buyers of other thrifts.

Republic New York Corp. is also considered a possible acquirer, although analysts said it would press hard for a bargain.

Many banks that have been big buyers in recent years say they're on the sidelines, at least for right now. CoreStates Financial Corp. said its hands are full integrating Meridian Bancorp, which it bought last April.

PNC Bank Corp. spokesman Jonathan Williams said acquisitions are not a front-burner issue for the Pittsburgh-based bank. PNC, which has $69.7 billion of assets, is instead focusing on partnerships, like the one it recently launched with the Automobile Association of America.

Advest's Mr. Polini dismissed claims by big potential acquirers that they are in a "digestive phase."

"Why wouldn't Fleet, First Union, NationsBank or PNC be interested in a Dime or GreenPoint?" he asked.

If the deals do happen this year as many expect, the prices may not be very high, said Mr. Hodes of Goldman Sachs - especially if the thrifts are selling out because they feel they don't have the clout to stand alone much longer.

"Standard Federal signaled to the world that it didn't see a bright future" when it agreed to be acquired by ABN Amro for about 10% more than its market price, Mr. Hodes said.

Mr. Stoneman is a freelance writer based in Albany, N.Y.

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