By nearly any measure, John M. Tsimbinos is a civic-minded banker. While working his way up the corporate ladder, he taught evening and weekend courses in banking and corporate finance at Queens College, part of his alma mater, City University of New York.
In June 1993, 10 years after becoming chairman of T R Financial Corp., he took the mutually held Garden City, N.Y., thrift company public and enriched thousands of depositors.
But when it comes to selling his company, Mr. Tsimbinos is proving to be a hard bargainer whose mien is strictly business.
After agreeing last May to sell to neighboring Roslyn Bancorp in a $750 million all-stock deal widely viewed as rich, Mr. Tsimbinos and the T R board on Dec. 29 asked Roslyn to up its offer by 3.1% to partially offset the fall in Roslyn's own share price since the deal was struck.
If Roslyn fails to pay more-and the company has said it will not-T R has threatened it may cancel the merger, though shareholders in both companies approved the deal Dec. 22.
Mr. Tsimbinos' stance is no doubt dictated by what he feels is best for shareholders. And when it comes to T R shareholders, Mr. Tsimbinos is No. 1.
He owns a 6.7% stake in the Long Island thrift, or more than 1.2 million shares. That makes him the company's largest shareholder, according to T R's most recent proxy statement.
The second-largest shareholder is Thomson, Horstmann & Bryant, a Saddle Brook, N.J., money management firm, which owns 6.6%.
Though many top executives in New York-area thrifts that have de- mutualized over the past five years are big shareholders in their companies, proxy statements show that few if any others own a stake as large as Mr. Tsimbinos.
For example, George L. Engelke, chairman of Astoria Financial Corp., owns a 2.5% stake in his thrift; GreenPoint Financial Corp. chairman Thomas S. Johnson own 1.2%; Dime Bancorp chairman Lawrence J. Toal owns 0.4%; and Charles J. Hamm, chairman of Independence Community Bank, owns only a 0.009% stake in his thrift.
Joseph L. Mancino, chairman of Roslyn and the one who would run the combined company if the merger is completed, owns a 1.1% stake.
Wall Street analysts typically want chairmen and chief executives to own large blocks of stock in their companies-the better to align management's interests with shareholders'.
But several analysts and T R shareholders say Mr. Tsimbinos' request for more money from Roslyn is a bluff.
They say he is doing it to avoid lawsuits from shareholders, alleging he failed to get the best price possible. Ultimately, they say, he will follow the shareholder vote and proceed with the deal.
Mr. Tsimbinos was unavailable to comment on Monday, though a T R spokesman confirmed that he is still the company's largest shareholder.
Roslyn's offer was worth $41.27 per share to T R shareholders at the close of trading Monday. That's 11.5% higher than T R's Monday closing stock price and over nine times T R's initial public offering price.
James McKelvey, a senior research officer at John Hancock Funds Inc., which owns 30,000 shares in T R, said Mr. Tsimbinos is right to pursue a higher offer. In the end, however, "it's worthwhile to do the deal," he said.
"Unless Tsimbinos has a better offer from another company right now, he shouldn't walk away from the one he's got," said Terry Maltese, president of Sandler O'Neill Asset Management, a hedge fund that invests primarily in thrifts.
Mr. Maltese's firm is a joint venture with Sandler O'Neill & Partners, the New York investment bank that is advising Roslyn on the proposed acquisition.
