Bank Board Vetoes Interstate Merger: Says H.F. Ahmanson Cannot Leapfrog over Texas to Acquire Sooner S&L

By Fraust, Bart | American Banker, December 12, 1984 | Go to article overview

Bank Board Vetoes Interstate Merger: Says H.F. Ahmanson Cannot Leapfrog over Texas to Acquire Sooner S&L


Fraust, Bart, American Banker


NEW YORK -- Sooner Federal Savings & Loan Association of Tulsa, Okla., has been placed in a difficult position by the Federal Home Loan Bank Board's denial of the thrift's proposed acquisition by H.F. Ahmanson & Co., Los Angeles. But approving the Ahmanson-Sooner deal would have created problems for the Bank Board itself.

The Bank Board this week rejected the argument of Ahmanson, parent of Home Savings of America, the nation's second largest savings association, that it could by Sooner because both operated thrifts in Texas. In November 1983, Sooner accepted an $80 million acquisition offer from Ahmanson.

"Approval of the transaction would have been a departure from Bank Board interstate banking policy in existence since 1981," said Thomas Vartanian, an attorney with the Washington law firm of Fried, Frank, Harris, Shriver & Kampelman and a former general counsel to the Bank Board.

"It would have allowed thrift institutions all over the country to merge," he said. For example, he explained, a large New York or New Jersey thrift could merge with one of the California giants because both had acquired ailing thrifts in Florida.

"It would have opened a Pandora's box," agreed Robert Chaut, a savings and loan industry analyst with Salomon Brothers Inc. in New York.

However, Sooner, a $1.4 billion-asset institution that ranks as Oklahoma's largest savings association, now faces a number of thorny problems, and the company's board will meet this week to examine its options. A shareholder group representing about 40% of Sooner's outstanding shares is intent on a sale.

"Within the borders of Oklahoma, there are few options," said William G. Lackey, a vice president in charge of investor relations at Sooner.

In addition, industry observers said several key employees have left Sooner partly in anticipation of the merger. The highest-ranking official to depart was Charles Stidham, who was the company's chief financial officer. But other key officials with lesser titles have also left. "Headhunters were all over Sooner" during the year it took the Bank Board to review the Ahmanson-Sooner deal, said Mr. Chaut. Delay Caused Turnover

"I understand they lost a lot of middle-management people -- not well-known names but important cogs in the machine -- and this has created problems in the operations and back-office areas," he added. …

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