For New Dime Chairman, Another Uphill Fight

Anthony P. Terracciano, the newly appointed chairman of Dime Bancorp, has a tough job ahead of him in convincing Wall Street that the company is worth more than it seems to be.

The veteran banker is familiar with the feeling. Thirteen years ago Mr. Terracciano joined a struggling Mellon Bank Corp. as president and set out to slash expenses, clean up the balance sheet, and put the Pittsburgh banking company on better footing.

In the early 1990s Mr. Terracciano performed a similar magic act on the troubled First Fidelity Bancorp of New Jersey. He was credited with rehabilitating First Fidelity before he sold it to First Union in 1996.

Now emerging from retirement, the hard-charging, chain-smoking Mr. Terracciano, 61, is expected to impose the same austere, value-driven discipline on Dime. A cost-cutting program is widely anticipated. Analysts said the ax could fall hardest on Dime's mortgage business, which has been feeling the heat of rising interest rates.

Lawrence J. Toal, CEO of Dime confirmed cuts are planned. "We want to intensify" the effort, he said in an interview.

Observers said it is a role perfectly suited to Mr. Terracciano, who joined Dime on Thursday as part of a deal in which Warburg Pincus Equity Partners invested $238 million to support Dime.

The Warburg deal comes as Dime tries to shake off a $1.9 billion unsolicited takeover bid by Melville, N.Y.-based North Fork Bancorp. The company began a strategic review after the North Fork bid succeeded in blocking Dime's planned merger with Hudson United Bancorp.

Mr. Terracciano's hiring is seen as helping to boost Dime's share price and, perhaps, eventually find a suitor willing to bid higher than North Fork.

"There is at least a perception if not a reality that some of Dime's actions in recent months have not been in the best interests of shareholders," said James Ackor, an analyst at Tucker Anthony Cleary Gull. Mr. Terracciano "has a high degree of credibility and success. He's not going in there to sit down and twiddle his thumbs."

A spokesman said Mr. Terracciano was not available for comment.

Warburg Pincus, which has about $12 billion in private equity investments and has a specialty in financial institutions. Mr. Terracciano and Warburg first teamed up at Mellon Bank in 1987. Prompted by Credit Suisse First Boston, which was Dime's adviser in a strategic review leading up to last week's announcement, Warburg Pincus executives met again with Mr. Terracciano in May to talk about an arrangement with Dime.

"He is incredibly focused," said Warburg managing director Howard H. Newman, who has a seat on Dime's board. "His strategy is that there should be two ways to win, and either way should add value."

Mr. Newman said Dime needed an image makeover, not a turnaround. The thinking is "that the bank is better than it is perceived," he said in an interview. "But there is the potential to extend and accelerate" Dime's growth.

Analysts said the company would likely sell investment securities and mortgage servicing, but the company might also consider the outright sale of its North American Mortgage Co. subsidiary. "I think you will see a number of initiatives to maximize profitability and ultimately make the company more saleable," Mr. Ackor said.

Still, many of Dime's shareholders said last week that they were disappointed at the outcome of a monthlong strategic review by Dime's management. Shares of the New York thrift had been trading up in recent weeks on the hope that the company might be sold. Dime shares fell after the Warburg Pincus deal was announced. They fell $1.25 Friday, to close at $15.8125.

Indeed, in a statement Thursday, Dime's Mr. Toal said he entered into the Warburg arrangement in the belief that it was a poor market for mergers in general and that North Fork's offer in particular was "inadequate."

In response, North Fork vowed to press its case with Dime's shareholders at their annual meeting, which is scheduled for Friday. In a statement last week, John Adam Kanas, chairman and chief executive officer, urged Dime shareholders to vote against a proposed slate of directors.

Mr. Kanas said that if he is successful, he will pursue his takeover attempt until Dime's annual shareholder meeting next year, when he will nominate a list of his own director candidates as a way of gaining control of the company.

If he fails, however, Mr. Kanas said he would abandon the $1.9 billion unsolicited bid he first made in March.

In any event, Mr. Kanas is unlikely to give up quietly. "We are absolutely riveted on pursuing our offer," he said in an interview.

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