A shareholder of an Indiana thrift is making a bid to reorganize it as a national bank.

In a Dec. 9 filing with the Securities Exchange Commission, Chiplease Inc. announced its intention to make a tender offer of $18.20 per share for at least 50% of the outstanding shares of $80.6 million-asset Sobieski Bancorp. It also called for a shareholder meeting to reorganize the South Bend thrift as a national bank.

Leon Greenblatt, president of Chiplease, an industrial equipment leasing firm, said he is dissatisfied with Sobieski's performance and concerned about its recent forays into commercial real-estate lending.

"We don't believe they have the experience in underwriting commercial real estate," Mr. Greenblatt said. "Their return on assets is pathetic, and their expense ratio is way out of line. Shareholders would be best served by not having it run this way."

According to SNL Securities, Chiplease has a 10.99% stake in the thrift. Sobieski has an efficiency ratio of 70.8% and posted a 0.66% return on assets for the September quarter. The last time it earned better than 1% on assets was in 1993.

Mr. Greenblatt said he has requested a list of shareholders.

"I'm sure in time we'll be discussing the future of the bank with other shareholders," he said, adding that a national bank charter would give Sobieski more lending and niche flexibility.

In an interview, Sobieski chief executive Thomas F. Gruber said that the offer brings up a host of corporate, regulatory, and securities problems.

For example, the company's certificate of incorporation prohibits the acquisition of more than 10% of the its stock by an individual or group acting in concert. Chiplease's share is larger because of a recent stock buyback by Sobieski.

Mr. Gruber said Sobieski would seek to jack up returns by continuing a commercial real estate lending effort that began earlier this year.

"Savings and loans - financial institutions of all kinds - have been finding it difficult to get the returns they need by doing only residential lending," Mr. Gruber said.

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