SAN FRANCISCO--CalFed Inc. said it had reached an agreement with bondholders on a debt-for-equity swap that would provide the beleaguered thrift with more than $150 million in capital.

Analysts said the bondholder agreement is a major step forward for CalFed that puts tough regulatory capital goals in reach. But they warned that the thrift's survival depends greatly on its performance at a time when the California economy is slumping badly.

"This agreement enhances the company's prospects for survival, but by no means guarantees it," said Jonathan E. Gray, an analyst with Sanford C. Bernstein & Co.

Underscoring the challenge, CalFed on Tuesday reported a $42.2 million loss for the third quarter of 1992, compared with a $57.1 million loss in the same period a year ago. The most recent loss reflected a $73.5 million provision for loan losses.

Nevertheless, the company is projecting profits over the next three quarters. Chairman and chief executive Jerry St. Dennis said in an interview that the company's capital plan anticipates earnings of $26 million between October and June. But he said results will depend on "the continuing state of the California economy."

Stock Price Dips

CalFed's stock was trading Tuesday afternoon at $2, down 25 cents.

If approved by bondholders, shareholders and regulators, the exchange offer and a related restructuring would boost CalFed's core capital to about 4.5% of assets and risk-based capital to 8.75% of risk-adjusted assets, analysts estimated.

That would put Los Angeles-based CalFed into compliance with an interim target of 4% core and 8% risk-based capital that the thrift must meet by Dec. 31.

Other Ratios Fall Short

But CalFed would still remain about $30 million short of meeting 5% core and 9% risk-based capital requirements that regulators have imposed on it beginning June 30, 1993.

Failure to meet the standards would subject the $17.5 billion-asset thrift to regulatory sanctions and could ultimately lead to a federal takeover.

Mr. St. Dennis said CalFed is considering three options for raising further capital before June 30, including retained earnings, a rights offering to shareholders, and the sale of a stake in the company to an outside investor.

"A rights offering is the most logical alternative," said Mr. St. Dennis.

He declined to say whether former Security Pacific Corp. chief executive Robert H. Smith had discussed investing in CalFed, noting, "We are not now talking with anybody."

Steering Committee Agreed

CalFed's exchange agreement concerns $122.6 million face value of 6.5% convertible debentures issued by the company.

The agreement was reached with a steering committee representing holders of about 38% of the outstanding bonds.

Under the terms of the agreement, bondholders could swap their securities for up to 78.6% of CalFed's stock and about $17.6 million in newly issued debentures maturing in 2002. The offer is conditioned on the tender of 90% of the outstanding bonds.

The exchange agreement would also nullify a special feature of the bonds that allows debenture holders to sell back the securities to the company for 123% of face value on Feb. 20, 1993.

That provision would have cost CalFed $158 million. Analysts said regulators would almost certainly have blocked the payout, insisting instead that funds be used to recapitalize the thrift.

Reorganization Plan

Immediately following completion of the exchange offer, CalFed would carry out an unusual fold-down operation in which the holding company would be reorganized as a subsidiary of the California Federal Bank thrift unit.

As a result, California Federal Bank would be the new publicly held company.

The purpose of the maneuver would be to move capital held by the holding company to the federally insured thrift.

The Office of Thrift Supervision has put heavy pressure on CalFed to use holding company capital to shore up the thrift.

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