In the latest twist to an unusually difficult pending merger, Roslyn Bancorp officials said Monday that they do not intend to increase their offer for T R Financial Corp.

Under the merger agreement struck in May, T R has the right to ask Roslyn to increase the number of shares offered if Roslyn's stock trades at under $20.72 when the deal is scheduled to close or if its stock has underperformed an index of selected thrift stocks.

If Roslyn fails to increase the size of its offer, T R may terminate the $740 million deal.

A spokesman for Roslyn said T R must decide by today what it will do. The official said Roslyn's statement was released to demonstrate that Roslyn has no intention of upping its offer. T R officials did not return calls.

Shareholders in both thrift companies approved the merger last Tuesday.

"We believe the exchange ratio as stated in the proxy approved overwhelmingly by the stockholders of Roslyn and T R Financial remains equitable to the stockholders of both institutions," said Roslyn chairman Joseph L. Mancino in a letter to T R's board. "We look forward to an affirmative response."

Roslyn shares fell 18.75 cents Monday, to $20.50.

-Aaron Elstein

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