Crestar Financial Corp. expanded its empire to the north on Friday by agreeing to buy Loyola Capital Corp. of Baltimore, a $2.5 billion-asset thrift company, for $259.2 million in stock.

Crestar, which is based in Richmond, Va., said the "binding agreement" calls for it to pay $32 per Loyola share, or 1.5 times the thrift's book value.

The price was based on Crestar's April 21 closing price of $46.375 a share. It stood at $44.875 on Friday afternoon, down 62.5 cents from Thursday.

Loyola's shares, which had run up earlier in the week in anticipation of a sale, fell by $3.50 to $28.625 Friday afternoon.

The acquisition, which is expected to be completed at yearend pending a definitive agreement and regulatory and shareholder approvals, would take Crestar into Baltimore for the first time. The superregional has grown by acquisition to be a major player in the Washington market along with NationsBank Corp. and First Union Corp.

But its share of deposits in Maryland's largest city, where Loyola has only 15 of its 35 branches, would be a mere 3%. Loyola's other offices are in central and eastern Maryland.

"It significantly extends our geographic region to the next logical market for us - Baltimore - with further benefits of strengthening our position in Maryland markets where we are under-represented," said Crestar executive vice president C. Garland Hagen.

"You get the benefits of an in-market as well as a contiguous-market acquisition."

The in-market benefits are actually slight, since only four or five Loyola branches overlap with existing Crestar offices, mostly in the Washington suburbs. Whatever cost savings Crestar can extract from the deal will be in the back office rather than through branch consolidation.

Mr. Hagen said Crestar will take an unspecified, one-time charge to cover the acquisition costs, probably in the fourth quarter. He said the deal, which is structured as a pooling of interests, will be accretive to Crestar shareholders next year.

"To the extent there is any dilution, it won't be material and they'll get that behind them at the right time," said analyst David West of Davenport & Co. in Richmond. "By then, people will be thinking about 1996."

Merrill Ross at Wheat First Butcher Singer Inc. said she viewed the deal as a "long-term positive for Crestar." She said it will cause some near- term problems because of an asset-liability mismatch, since Loyola is liability-sensitive.

Crestar paid less of a premium for Loyola than similar deals have attracted in the Washington-Baltimore corridor. Last month, First Union agreed to pay 1.67 times book value for Columbia First Bank of Arlington, Va., a thrift with $2.9 billion of assets.

Late last year, Crestar paid nearly twice book for Jefferson Savings and Loan, a $265 million-asset thrift in Warrenton, Va.

Alex Hart of Ferris, Baker Watts Inc. in Baltimore said the relative paucity of likely cost savings suggested that Crestar is paying a fair price.

Loyola executive vice president James V. McAveney said the thrift chose to work with Crestar precisely because the two branch systems did not overlap.

"They were interested in our entire branch network, not just our deposits," Mr. McAveney said. "If they close any, it will probably be a couple at most. And ours may be the ones that survive."

Crestar declined to say how many branches it would close or estimate how many of Loyola's 800 employees would be let go.

Loyola negotiated exclusively with Crestar after being approached by four or five banks last summer, according to Mr. McAveney.

Loyola, the holding company for Loyola FSB, has been consistently profitable, having survived the thrift crisis of the late 1980s by sticking to its core residential mortgage business. It earned $4 million in the first quarter, for a return on assets of 0.66% and return on equity of 9.52%.

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