After years of bidding against each other on small acquisitions, the biggest thrifts in the New York metropolitan region are turning their sights on each other, setting the stage for a furious round of consolidation.
North Fork Bancorp in Melville, N.Y., escalated the conflict late Sunday, launching a $1.88 billion hostile bid for rival Dime Bancorp. With the offer, North Fork was playing as much defense as it was offense; Dime shareholders are scheduled to vote March 15 on a deal to acquire a third thrift company, New Jersey-based Hudson United Bancorp.
The pie coveted by the handful of companies - in addition to North Fork, Dime and Hudson United, the list includes GreenPoint Financial Corp. and Astoria Financial Corp. - is a lucrative commercial market in which the top survivors would vie against heavyweights Chase Manhattan Corp. and Citigroup Inc.
Also lurking is FleetBoston Financial Corp., which entered the fray through a surprise side deal to lend much-needed financial support to North Fork, while leaving open the chance it could launch its own Dime bid if North Fork's failed.
North Fork's move, one aimed for at least a spoiler role in the Dime-Hudson United deal, is the latest salvo in its long-running and at times bitter rivalry with Dime, GreenPoint, and Astoria Financial. The four have frequently clashed as bidders for smaller institutions in the region, with North Fork more often than not coming out the loser.
Still, North Fork has a reputation as an aggressive acquirer. It recently successfully bid to acquire JSB Financial Inc. in Lynbrook, N.Y., and Reliance Bancorp in Garden City, N.Y., both in the densely populated Long Island suburbs. It also reported an ownership position of 700,000 shares, less than 1%, in Dime.
In a twist, it has persuaded FleetBoston to weigh in as an investor for this bid with an injection of $250 million in capital in support of a takeover of Dime. In return, Fleet would own about 7% of the combined North Fork-Dime with the right to buy up additional shares. FleetBoston would also have the option to pay $160 million more to acquire $2 billion in deposits and 17 branches in Manhattan and on Long Island.
North Fork, like its peers, has a long-standing desire to raise its profile in New York City. John Adam Kanas, chairman and chief executive officer of $16 billion-asset North Fork, said consolidation among the region's biggest commercial banks in recent years has created new opportunities for "outsiders" like North Fork to capture business, particularly in the small- and middle-market commercial lending sector.
The deal "provides North Fork the chance to dramatically grow its commercial banking franchise in Manhattan," Mr. Kanas said during a conference call with investors. "The Manhattan market has been over consolidated. This is a very good opportunity."
The arrangement with Fleet, Mr. Kanas said, also removes the bank as a potential counter-bidder from the proceedings. "It is clear that Fleet could have outbid us," he said.
North Fork began building a presence in Manhattan two years ago by opening two de novo branches. Last year, it announced plans for further de novo expansion. Mr. Kanas said the company has already amassed $400 million of deposits through the efforts. "We are growing at warp speed in Manhattan," he said.
Dime indicated it would resist the overture. "North Fork's offer is an attempt to destroy a transaction that is in the best interests of Dime," said Lawrence J. Toal, chairman and chief executive officer of Dime, in a statement released by the company late Sunday evening. The statement also said Dime would schedule a shareholder meeting "in due course" to consider North Fork's proposal. A Dime spokesman said Monday that the company had no immediate additional comments to make.
A combined North Fork-Dime would have $36 billion of assets, $21 billion of deposits, and 268 branches. It would rank fifth among deposit institutions in the metropolitan area, according to pro forma information supplied by North Fork. Dime shareholders would own 35% of the new company.
Mr. Kanas said the deal would result in $200 million in merger charges, mostly for severance. About $100 million in merger savings are projected, Mr. Kanas said. The company did not assume any revenue enhancements.
The unusual arrangement with Fleet, also a growing competitor in the New York market, was reminiscent of financing Fleet arranged to kick-start its own rise to become New England's largest banking company. In 1991, to help finance its purchase of failed Bank of New England, Fleet signed up Kohlberg Kravis Roberts & Co. to provide $220 million in capital.
"We are stepping into the KKR role here," said Eugene McQuade, chief financial officer of Fleet, in a telephone interview Monday.
North Fork's arrangement with Fleet includes a two-year standstill agreement that would prevent Fleet from going after Dime or the combined Dime-Hudson United.
In the event North Fork steps away from its bid, however, Fleet would be free to pursue its own deal in return for paying North Fork $2.5 million and giving it $500 million in deposits and four branches in Manhattan.
Some observers said the arrangement could set North Fork up to be acquired by Fleet down the road. "It certainly looks like a sympathetic stakeout," said John Carusone, president of the Bank Analysis Center in Hartford, Conn.
Mr. McQuade denied that was Fleet's intent. "That's not going to happen," he said of a potential Fleet bid for Dime. "Our plan is to make this merger work."
Mr. Kanas suggested during the call with investors that Dime's large mortgage operation, North American Mortgage Inc., might be sold off after completion of the deal. That could be in part because a combined North Fork-Dime would have a loan portfolio composed 46% of residential mortgages. North Fork, which has been actively trying to reduce its reliance for earnings on mortgages, currently has a 31% weighting in residential mortgages in its loan portfolio.
North Fork executives, in planning their bid for Dime, approached several outside parties, including Fleet, seeking advice on the mortgage company. Mr. McQuade said Fleet "wouldn't be interested" in buying the unit, buy he acknowledged talking to North Fork about it. Mr. Kanas said Monday the mortgage business "bears taking a good look at."
Investors who participated on the conference call Monday were almost uniformly positive about the proposal, although Mr. Kanas said he did not have a good sense about how many Dime shareholders could be convinced to vote against the Hudson United deal and pursue his transaction.
Mr. Kanas characteristically portrayed the hostile battle as a fight to the death. "We need your support on this," Mr. Kanas told the investors. "Our intentions are absolute, and we are resolute."
Related Link:
Editor's Note: This link opens a new browser window.
