California Federal Bank of San Francisco and Glendale Federal Bank said Thursday they would merge in a $2.7 billion stock deal that would reduce the number of major thrifts in the state to four.

The deal would create a $51 billion-asset company that ranks behind only H.F. Ahmanson & Co.'s Home Savings unit and the California holdings of Washington Mutual Inc., among thrifts. Golden West Financial of Oakland is the only other megathrift in a state that was home to a dozen only a decade ago.

The new company, which would take the name of Glen Fed's holding company, Golden State Bancorp, would be the fifth-largest financial institution in the state, home to Wells Fargo & Co. and BankAmerica Corp.

The deal would give the investors behind CalFed-financier Ronald O. Perelman and banker Gerald J. Ford-the firepower they need to mount a credible challenge to the state's big banks, and Washington Mutual and Ahmanson, in any continued consolidation.

The transaction, crafted to give Mr. Ford and Mr. Perelman's holding company, MacAndrews and Forbes Holdings Inc., the currency to do more deals, is unusually complex.

In the so-called reverse merger, California Federal-the larger of the two thrifts with $31 billion of assets-would end up with a smaller share of the $51 billion-asset company. Mr. Ford and Mr. Perelman would have 42% to 45% of the combined company.

Shares of Golden State Bancorp. have benefited from the bull stock market. With them in hand, Mr. Ford and Mr. Perelman can more easily go head-to-head with other hungry buyers.

"We've been very acquisitive by nature," Mr. Ford told analysts Thursday. "Now we have a currency that makes us more competitive particularly in this environment."

Back in 1975, Mr. Ford got his start in banking by buying a small west Texas bank-the first of 23 purchases that he built into publicly traded First United Bank Group, and sold in 1994 to Norwest Bank.

In 1988 and 1989, he teamed up with Mr. Perelman to buy a total of eight failed thrifts from the government to form First Gibraltar Bank in Dallas, which he then sold to Bank of America.

Mr. Ford and Mr. Perelman entered California in 1994 through the purchase of a Ford Motor Co. unit, First Nationwide, San Francisco.

They have bought three thrifts since then-SF Fed Corp., Home Federal Financial Corp., both of San Francisco, and then last year, CalFed Bancorp, Los Angeles. That deal, their largest, made them statewide players.

Their goal now, Mr. Ford said, is to form an institution that can as easily compete independently or be a strong candidate for acquisition itself.

The new Golden State Bancorp, will have $28 billion of deposits, or 6.4% of the state's total, ranking fifth in the state. After overlapping branches are closed, it will have roughly 370 branches across the state, and a strong share in Los Angeles and San Francisco-California's largest markets.

Mr. Ford said Golden State would consider more thrift acquisitions in California and buying subprime mortgage companies and other specialty finance companies.

He also told analysts that money-center banks have contacted him over the past month to express interest in buying into California.

"This is a two-part process," said analyst Caren E. Mayer of NationsBanc Montgomery Securities. First, she said, CalFed and Golden State gain greater mass, marketing muscle and efficiencies by combining. Then, they sell to a big bank that wants to play in the nation's richest banking market, she said.

"It's an immensely positive development for consolidation in California," agreed Charlotte A. Chamberlain of Jefferies & Co. Out-of- state banks need to enter California with a hefty purchase, she said. Now they can choose between three targets-H.F. Ahmanson, Washington Mutual Inc. and Golden State-with deposit shares ranging from 6-8%.

Steve Trafton, Golden State's flamboyant chairman, will step aside from running the thrift's day-to-day business when the deal closes in the third quarter. As an executive vice president, he will be in charge of shepherding the thrift's lawsuits against the federal government for changing crucial accounting rules in the late 1980s.

Mr. Trafton's own thrift has one of the industry's largest such suits. Damages on the suit are valued conservatively at $1 billion, 85% of which would be awarded to the thrift's current shareholders.

The purchase of Glenfed will make the new thrift one of the nation's largest mortgage servicers with over $100 billion in mortgagest serviced.

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