With its agreement to buy North American Mortgage, Dime Bancorp is hoping to leap into the elite corps of companies positioned to survive in the cutthroat mortgage industry.

The deal, valued at $374 million, opens a national market to New York- based Dime and removes one of the last independent players from the industry.

Lenders said the deal is emblematic of a dramatic realignment in the industry, as profitability becomes more dependent on scale. "The acquisition is further evidence of the enormous difficulty of going it alone on the part of small and midsize lenders," said Thomas Jacob, chairman of Chase Manhattan Mortgage Co.

The North American purchase is expected to close by the fourth quarter, through an exchange of 1.37 shares of Dime stock for every share of North American.

The payoff for Dime is a large operation that brings new products, people, and systems to the mix, said Fred Koons, Dime Mortgage's chief executive officer and the designated chairman of the combined operation. Dime hopes the deal will produce both income and cross-selling opportunities.

"We're stepping up our pace aggressively," to meet the growing demands for capital, scale, and technology in mortgage lending, said Lawrence J. Toal, president of Dime Bancorp. "We want to make the most of opportunities to thrive."

"Mortgage lending can definitely be the right place to be," said David Frank, former chief executive of Margaretten Mortgage Corp. and now an independent consultant.

"You're talking about one of the biggest parts of the consumer lending industry."

But the industry is mercurial, and that has compelled a number of lenders to step aside, Mr. Frank said. "It's not an easy business."

Indeed, many thrift and banking institutions have chosen the opposite course. H.F. Ahmanson's big thrift unit, Home Savings of America, Great Western Financial Corp., KeyCorp, Wells Fargo & Co., and others have dramatically shrunk or revamped their mortgage operations, as profit margins have narrowed.

North American Mortgage, based in a Santa Rosa, Calif., has annual originations of $8.3 billion, or about twice Dime's volume. With the purchase, Dime would vault to No. 9 among originators, from No. 49, and to No. 21 among servicers, from No. 29.

That kind of heft is just what Dime needs, Mr. Toal said.

"It would have taken us three to five years to grow operations organically to this point," he said. "Now we can realize greater economies in originations and servicing" almost immediately.

Dime, if it wants to stay in the mortgage business, is taking the right steps, one industry consultant said.

"You can't just be in the mortgage business in a lukewarm way," said Philip E. Kidd, managing director of a Stamford, Conn., mortgage firm bearing his name. "You've got to go out and show yourself."

North American certainly offers a way for the $18.5 billion-asset Dime to raise its profile. North American was one of the last and largest holdouts among independent mortgage companies, and made its name as a savvy retail originator.

Dime wants to preserve that focus, said Richard Mirro, president of Dime Mortgage, which will retain its headquarters in Tampa.

North American has about 800 loan officers scattered throughout the country, primarily west of the Mississippi. These offices will keep the North American name while adding Dime products like adjustable and conventional loans.

Certain production and technology operations will remain in Santa Rosa. As for top personnel, North American chairman Terrance G. Hodel will stay during the transition, serving as vice chairman of the combined operation, while North American chairman John J. Farrell will leave.

"There is almost no overlap" between the two enterprises, aside from back-office operations, Mr. Mirro said.

Analysts said the acquisition of North American - and last year's hirings of Mr. Koons and Mr. Mirro - put more distance between Dime and a checkered past as a mortgage lender. Limited-documentation mortgages and an ill-timed expansion in New England almost toppled the thrift in the early 1990s.

Now the company is pushing forward with a new framework. "We want to operate efficiently and competitively," Mr. Toal said. The North American deal "gets us to that level."

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