Maine's privately held Atlantic Bancorp wants to buy a New Hampshire institution. Ram Trust Services Inc., an investment advisory firm that shares directors with Atlantic, wants to help the would-be takeover along.
Ram Trust, a Portland investment firm, has purchased 6.83% of the outstanding stock of Portsmouth Bank Shares for "investment purposes" for its client trust accounts. The open-market purchase of 384,000 shares makes Ram one of the largest shareholders of the New Hampshire-chartered savings bank holding company.
According to a filing with the Securities and Exchange Commission, Ram chose $260 million-asset Portsmouth because officials at Portland-based Atlantic Bancorp had previously "identified the company as an attractive candidate for investment and/or acquisition by itself or others."
Atlantic's management also told Ram that it was exploring a purchase of Portsmouth and planned to hold talks with thrift officials shortly about a possible merger, the filing reported.
The $444 million-asset Atlantic does not now own any Portsmouth stock.
How did Ram Trust come by such exclusive merger information? Ram president and chief executive John P.M. Higgins and director Robert A.G. Monks are directors of Atlantic; Mr. Higgins is chairman of the bank's executive committee. Many of the 104 Ram trust accounts are for members of the Higgins and Monks families.
Atlantic CEO Lawrence Connell is a former National Credit Union Administration chairman who led a group of investors that started Atlantic last year when it bought the Maine operations of Citibank. He could not be reached for comment.
Portsmouth officials declined to discuss the purchase. "What we read in the press release is our first and only knowledge of any of this," said president and chief executive Harry R. Hart.
Ram's Mr. Higgins said that so far Atlantic has had preliminary, "cordial talks" with Portsmouth but that no offer had been discussed.
Ram said in the SEC filing that there were no pre-existing agreements between Atlantic and Ram. But the firm, which has sole power to vote the shares it bought in the market, reserved its right to support an Atlantic bid. However, "their common directors and ownership interests may make it likely that they will act in concert in the future," the filing said.
Ram Trust already advises many of Atlantic's shareholders as well as the bank's trust department about listed stocks and bonds.