More than two years after its initial stock offering, GreenPoint Financial Corp. is facing a problem that plagues many publicly held financial institutions: activist shareholders.

Since GreenPoint went public in January 1994 its shares have nearly doubled in price, from the $15 offering price to $28.875 at the close of trading Tuesday.

But some of its largest institutional investors are angry that management, led by chairman and chief executive Thomas S. Johnson, has not done more to reduce expenses, boost earnings, and increase share repurchases.

And some are even saying they'd favor selling the company.

Now market rumors have surfaced that Michael Price, the shareholder activist credited with instigating the sales of underperformers like Michigan National Corp. and Chase Manhattan Corp., has amassed a stake in GreenPoint.

The unrest is the latest evidence of shareholder activism in the banking industry, and marks one of the few times in recent memory that a major thrift has come under such intense investor scrutiny.

The GreenPoint investors, who spoke on condition of anonymity, complain that thrift's 1995 return on equity was only 7%, and that earnings per share have grown a meager 5% since the initial public offering. And most were furious at the $660 million GreenPoint paid last year for H.F. Ahmanson & Co.'s 60 New York branches.

"The investor dissatisfaction with GreenPoint stems from the feeling it overpaid for the Ahmanson purchase and management is more interested in expansion than in shareholder value," said one Boston-based mutual fund manager.

Though the thrift concedes some investors are displeased with performance, management defends its record as being in the best long-term interest of shareholders.

GreenPoint, which now has $14.7 billion of assets, announced the acquisition of Home Savings branches from Ahmanson one year ago today. It paid an 8% deposit premium; many observers had predicted Home Savings would receive only 5%.

The purchase was part of the thrift's core strategy of expanding its commercial banking presence in the New York City region, said Richard Humphrey, GreenPoint's vice president of marketing.

"We went through a thorough evaluation of New York-area thrifts, and Home Savings was the one we most wanted," he said. "It was the best possible price for the best possible franchise,"

Mr. Humphrey said Mr. Johnson, the former Manufacturers Hanover Corp. president who took the helm at GreenPoint when it went public, was unavailable for comment.

Management's position does find a receptive audience among some Wall Street bank analysts, who agree the company did not overpay for the Home Savings branches.

"The company is really beginning to listen to its shareholders and is taking steps in the right direction," said Salvatore DiMartino, an analyst with Advest.

GreenPoint's management took heart just last week when 79% of shareholders voted against a proposal to sell the company at $45 a share.

But many of the disgruntled investors who are pressing for change actually voted against it. The resolution, introduced by an individual shareholder without support from other investors or a proxy solicitation campaign, appeared untenable - since GreenPoint shares are now selling for less than $30.

"We voted against the proposal, but just because we thought it was too frivolous," said one investor. "You only vote against management if you have a realistic proposal.

"But I don't want management to assume they are doing fine."

Though management points to a 47% efficiency ratio - much better than average - dissatisfied investors note a 48% rise in expenses last year to $179 million.

Management insists that terms of its conversion to a publicly traded stock company limits its ability to repurchase stock. But the investors say the thrift could have pressured regulators to increase the amount, and they add that the restrictions end in seven months in any event.

"The fact of the matter is management spent $660 million of shareholder money and was not able to increase earnings," one source said. "That is unbelievable."

The investors said to be agitating for change include Tiger Management, Kramer Spellman, Wellington Management, and Odyssey Partners, which last year successfully campaigned for the sale of Bankers First Corp., Georgia's largest thrift.

Mr. Price's investment fund, Heine Securities, would not say whether it had invested in GreenPoint. That should be revealed today, however, when the firm's first-quarter filing of equity holdings is scheduled to be publicly disclosed at the Securities and Exchange Commission.


Bank stocks continued to rally on Tuesday, following a favorable Labor Department report on consumer price inflation.

The S&P bank index gained 0.85%, outpacing the S&P 500, which rose 0.62%, and the Dow Jones industrial average, up 0.75%.

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