Thrift stocks have suffered in recent weeks, but Golden State Bancorp's fall has been particularly steep.
The Glendale, Calif.-based thrift company, which in February announced plans to merge with First Nationwide Holdings, the parent of California Federal Bank, has seen its stock tumble from a 52-week high of $35.50 in mid-June to a close of $19.75 on Wednesday.
(High-yield bonds issued by First Nationwide are also weak. See story on page 24.)
Analysts and CalFed executives blame a range of factors, from a stock selloff by Golden State management to a downgrade of Washington Mutual Inc. of Seattle, the biggest thrift company and a competitor in the region. Some also cite privately held First Nationwide's failure to release financial information to investors about its publicly traded merger partner.
"It's been total silence," said analyst Charlotte Chamberlain of Jefferies & Co., Los Angeles. "We've had no hard-and-fast numbers to rely on and the market abhors an information vacuum."
In an interview this week, Carl Webb, president and chief operating officer of CalFed, defended his company's stance.
"We are not out hyping the stock, but we think that by closing this transaction cleanly and on time, the investor will get the best bang for the buck," Mr. Webb said. He added, "we are not hard to get in touch with."
For most of July, First Nationwide management was focused on a major debt refinancing. Now it has turned its full attention to closing the Golden State transaction by the Sept. 11 deadline.
After the deal closes, Mr. Webb said, he and other executives from the new Golden State, as the merged holding company would be called, will schedule a slew of meetings with investors and analysts.
"We'll go on the road and meet with anybody who wants to meet with us," said Mr. Webb, who will retain his title after the merger.
Mr. Webb also defended Golden State, arguing that investors are overlooking its "very sound fundamentals" and paying more attention to factors beyond management's control.
"Our business is as sound as it ever was, but we are still down," said Mr. Webb, referring to the stock price. "Two-thirds of that is due to the yield curve and interest rates."
The other third, he said, is largely attributable to a decision by Golden State's highly regarded chairman and chief executive officer, Stephen J. Trafton, to sell the bulk of his Golden State shares. Investors viewed Mr. Trafton's sale of more than 416,000 shares in late July as a sign of his disapproval of the merged institution's management team. Mr. Trafton is scheduled to step down from his post after the merger is complete.
"Steve has made a lot of existing investors a lot of money," Mr. Webb said. "If I had to pick an issue, his sale would be the most significant."
Thomas O'Donnell, an analyst with Salomon Smith Barney in New York, agreed.
"Trafton's selloff is a very big factor here. A lot of people think this is a message about the new management."
Mr. Webb also cited Washington Mutual's downgrade in July by Sanford C. Bernstein & Co. analyst Jonathan Gray. Seattle-based Wamu and CalFed are alike in that they are both acquisition-minded.
"I feel very good about our $160 million in cost cuts, but when a respected analyst comes out and downgrades a thrift consolidator like us, it spills over on us," Mr. Webb said.
Mr. Gray said Wamu's second-quarter results showed no operational savings from its acquisition of Great Western Financial Corp., which closed in July 1997.
Overall, analysts agreed with Mr. Webb's diagnosis. However, several said a dearth of information from CalFed officials exacerbated the stock's steady decline.
"A lot of it stems from the communications issue," said Caren E. Mayer, an analyst with NationsBanc Montgomery Securities in San Francisco. "They don't have an incentive to talk right now until the deal is done."
Ms. Chamberlain said the lack of communication could stem from First Nationwide's 100% ownership of CalFed. Officials there, she said, are simply are not used to releasing information for the benefit of public shareholders.
"Companies that have been private for a long time are just very uncomfortable with the sunshine that publicly traded companies are used to," Ms. Chamberlain said.
After the merger, the new Golden State, which will operate its thrift under the California Federal Bank name, would be 42% owned by First Nationwide Holdings. Ms. Mayer predicted that the merged institution's new management would impress investors.
"Once the deal closes, people will develop a much better comfort level with management."
She pointed to CalFed's appointment this week of Glendale Federal's Jeff Misakian to handle investor relations for the merged institution. Mr. Misakian is currently a Glenfed senior vice president and director of corporate relations.
"He'll be there to get the numbers out to investors," Ms. Mayer said.