After four years of battling against all odds to crawl out from under a mound of nonperforming assets and mounting losses, River Bank America has settled on the fastest solution to its woes: selling.

On Monday, the New Rochelle, N.Y.-based savings bank agreed to sell all of its deposits and most of its assets to Buffalo's Marine Midland Bank, the U.S. subsidiary of HSBC Holdings PLC, Hong Kong. Marine will pay $93 million for River Bank's 11 East River Savings Bank branches, $1.1 billion in assets, and $1.2 billion in deposits.

If completed, the sale would close a difficult chapter in the extraordinary saga of the state-chartered savings bank, which has been buried for almost five years under nearly insurmountable problems that have caused failures at many other institutions during the same period.

The $1.5 billion-asset thrift has reported losses since 1989 of more than $150 million, while nonperforming assets rose to $575.4 million, or 28.8% of all assets, at the end of 1992.

Observers generally say that an institution is probably doomed once its bad assets reach 10% of the total, let alone almost 30%. But River Bank has defied countless naysayers and plodded along, driven by management's determination not to give up. And that resolution paid off this year.

Since 1991, River Bank had been operating under a cease-and-desist order from New York State and the Federal Deposit Insurance Corp. But regulators replaced that with a less formal memorandum of understanding this fall after the institution showed marked progress with earnings and bad assets, even though it's still in the red.

The company reported a net loss of $2.8 million in the third quarter, compared with a loss of $5.9 million a year earlier, while bad assets have dropped to 18.9% of the total through the company's workout efforts. The company also slashed its work force by about 35% in September to cut costs.

And in recent months, the thrift resolved long-standing disputes with regulators over the classification of some assets and with state tax officials over its deductions for bad-debt reserves.

Those moves placed the thrift further along the road to recovery, but officials opted instead for the sale to provide some value rather than more risk for shareholders, most of whom are institutional.

River Bank chairman Jerome R. McDougal was not available for comment.

Under the agreement, River Bank will still retain and manage for shareholders about $300 million in foreclosed real estate and nonperforming mortgage loans, while officials refinance the company's debt. The 147-year- old institution will also adopt a voluntary plan of dissolution.

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