SAN FRANCISCO -- BankAmerica Corp. is nearing an agreement to buy the branches, deposits, and most assets of Dallas-based First Gibraltar Bank, sources confirmed Wednesday.

Though a purchase price has not been struck, the sources do not expect it to be a sticking point. "A deal is coming down the pike," said a source close to First Gibraltar.

Perelman's Plan

First Gibraltar, Texas' largest thrift, with total assets of $9.4 billion, is privately held by McAndrews & Forbes Holdings, an organization controlled by New York investor Ronald O. Perelman.

Mr. Perelman's group previously said it hoped to fetch as much as $800 million for the thrift unit. But sources close to First Gibraltar said such a price is unlikely.

Under terms of the proposed deal, BankAmerica would acquire 133 First Gibraltar branches and about $7.5 billion in assets. The Perelman group would keep about $1 billion in problem assets.

First Gibraltar's mortgage subsidiary also will not be part of the sale, the sources said. The Perelman group is negotiating to sell that unit to Lomas Financial Corp., a Dallas mortgage servicing company.

A First Gibraltar spokesman said he was "not in a position to comment." A Bank America spokeswoman declined to confirm or deny reports that an agreement was near.

The tentative deal to sell First Gibraltar to BankAmerica was first reported in the Dallas Morning News.

Acquiring the First Gibraltar assets would nearly triple BankAmerica's Texas unit, making it the fourth-largest banking concern in the state.

Officials of the San Francisco-based banking giant have said repeatedly that the Lone Star State is their top expansion priority.

Few Options in Texas

BankAmerica recently dropped its efforts to buy troubled First City Bancorporation of Houston, the sources said.

With First City out of the picture, First Gibraltar "is the last big organization that is available" in Texas, said Frank W. Anderson, an analyst with Stephens Inc., Little Rock, Ark. "BankAmerica doesn't seem to have a problem building a bank franchise based on thrifts."

First Gibraltar is made up of five failed thrifts the federal government combined in 1988 and sold to the Perelman group. By agreeing to take bad assets off the government's hands when First Gibraltar was formed, the Perelman group has reaped big profits from tax benefits, loan servicing fees, and guaranteed yield contracts.

Congress last year forced regulators to renegotiate contracts with First Gibraltar, but the arrangement still provides good returns.

Sources said that the Perelman group wants to keep some of the thrift's assets to continue collecting the benefits of its agreement with the government.

Because First Gibraltar is privately held, financial information is sketchy. Its book value has been estimated at about $500 million.

The thrift earlier this month agreed to sell 28 branches of its Oklahoma unit, Sooner Federal Savings and Loan Association, with about $800 million in deposits, to banks based in Oklahoma and Kansas.

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