WASHINGTON - A company headed by former BankAmerica Corp. president Thomas A. Cooper took over two troubled Florida thrifts on Monday in a $108 million transaction.

Mr. Cooper's TAC Bancshares merged the two institutions into a $1.8 billion thrift based in Miami with 25 branches in southeast Florida.

Both of the troubled thrifts - Chase Federal Bank, in Miami, and Financial Federal Savings and Loan of Dade County, in Miami Lakes - had been mutuals, or depositor-owned, until Monday.

Because the thrifts were undercapitalized, federal regulators permitted them to convert to stock ownership without the participation of depositors and borrowers. All of the new stock was then sold to TAC Bancshares.

Gray Ousted

As a result of the deal, Edwin J. Gray, the former federal thrift regulator, lost his job as president and chief operating officer of Chase Federal Bank. Mr. Cooper's group ousted other top officers.

Mr. Gray, who was chairman of the Federal Home Loan Bank Board from 1983 to 1987, said that since he joined Chase in 1987 he has increased its capital levels and cut expenses, precluding the need for a federal bailout of the troubled thrift.

Mr. Cooper will be the chairman and chief executive officer of the new thrift, called Chase Federal. It becomes the fifth-largest thrift based in Florida.

Rather than being a traditional full-service bank, Mr. Cooper's company will attempt to hold down operating costs by targeting "the mass consumer household - a very focused, traditional thrift kind of household," he said.

Its core business will be providing checking and savings accounts, certificates of deposits, and home and education financing for families with incomes under $60,000.

"We think that is the part of the market that is growing the fastest," he said.

Fifty-nine-year-old Chase had $1.15 billion in assets before the merger, and 60-year-old Financial Federal had assets of $650 million. They have a combined 400 employees, and Mr. Cooper said he planned to pare that total by about 20%, mostly by consolidating back office operations.

Mr. Cooper brought his own management team to the new institution. Donald Baker. formerly of Bank of New England Corp., will be executive vice president and chief financial officer.

Also joining as executive vice presidents are Lawrence Trapp and Richard Hessinger, who formerly worked with Mr. Cooper at the failed Goldome Federal Savings Bank in Buffalo.

Mr. Hessinger will be responsible for asset management, consumer lending, and mortgage banking, while Mr. Trapp will be Chase's treasurer, Mr. Cooper said.

Among those who lost their positions in the merger, along with Mr. Gray, are Financial Federal's chief executive officer, Raymond Gusnard, and Chase Federal's chairman and CEO, Charles L. Clements Jr., who is retiring after 41 years at the thrift.

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