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Wall St. Split on Chances of B of A Accepting First Interstate Bid

October 30, 1986|VICTOR F. ZONANA and JOHN M. BRODER | Times Staff Writers

SAN FRANCISCO — First Interstate Bancorp's sweetened $3.4-billion offer to acquire ailing BankAmerica split Wall Street professionals Wednesday, with some betting that BankAmerica's board will risk the ire of shareholders and spurn the bid and others saying that the merger is now more likely.

All agreed that First Interstate Chairman Joseph J. Pinola's surprise decision to raise the ante, even before his earlier unsolicited $2.8-billion bid was formally rejected, had caught BankAmerica off balance.

The new First Interstate bid was released to reporters before it was delivered to BankAmerica Chairman A. W. Clausen late Tuesday afternoon. BankAmerica spokesmen had to scramble to get a copy of the letter before drafting a terse, two-sentence response.

The state of siege at the nation's second-largest banking company became increasingly apparent Wednesday as a spokesman disclosed that a board of directors meeting scheduled to be held in Los Angeles on Sunday and Monday will be moved to San Francisco corporate headquarters. The move will save time and give directors "better access to staff and resources," the spokesman said.

BankAmerica's management "needs as much time as possible to analyze" the enhanced bid, he continued, adding: "Whether the required analysis will be completed in time for presentation (to the board) is uncertain."

Although First Interstate insists that it wants to make a friendly deal, BankAmerica officials consider First Interstate's overtures unwelcome, if not unfriendly.

"BankAmerica is not interested in negotiating a transaction," a source knowledgeable about the discussions said. As a result, First Interstate structured its new bid to appeal to shareholders, rather than to BankAmerica's board and management, the source said.

The new offer would immediately restore suspended dividend payments to BankAmerica's long-suffering common shareholders.

Meanwhile, BankAmerica's common stock rose $1.875 a share on very heavy trading, to finish at $15.75 a share, as investors assessed the prospects of the new bid. First Interstate shares fell 12 1/2 cents, to $54.375.

BankAmerica's closing price was well below the $22 a share that First Interstate says its offer is worth, indicating market skepticism about the value of the deal and its prospects for success.

Independent analysts Wednesday calculated the value of the First Interstate package--a combination of common stock, preferred stock and a bond--at between $20 and $21 a share.

"The market is telling us the deal won't go through," said a Wall Street arbitrageur--a trader who speculates in the stock of takeover targets in search of quick profits. "I don't know of a single arb who has a position," she added.

Others said the wide gap between BankAmerica's market price and the value of the First Interstate offer reflected the six months to a year it would take for the merger to receive regulatory approvals and the apparent likelihood that no other suitor for BankAmerica will appear.

Moreover, BankAmerica's board seems determined to remain independent. On Monday, BankAmerica management agreed to urge the board to reject Pinola's original offer, and the board was regarded as certain to concur.

"The board can reject the (sweetened) offer on any number of grounds," another New York arbitrageur said. "They can say the offer is all paper, or that it won't contribute a lot of capital."

Still, others said that BankAmerica's directors are under intense legal, financial and regulatory pressure to come up with a solution to BankAmerica's woes and may view the enhanced offer from First Interstate as giving them a graceful exit from a difficult situation.

Clausen, the former BankAmerica president who was returned to the top job earlier this month, "didn't come back to sell the bank, but he's a businessman," noted Donald Crowley, a banking industry analyst with Keefe, Bruyette & Woods in San Francisco. "This is a very well-conceived proposal," he added. "The odds are it will be accepted."

Crowley blamed the complexity of First Interstate's offer for the wide gap between First Interstate's bid and the market price of BankAmerica stock.

The offer involves three types of securities: For each share of BankAmerica common stock, First Interstate would give BankAmerica shareholders 0.22 shares of First Interstate common, a bond with a face value of $3 and a preferred stock issue that will pay a fixed dividend and an additional dividend based on profits of the combined company.

The fixed dividend will be 20 cents a year in 1988-89, 40 cents in 1990-91 and 55 cents every year thereafter. The contingent dividend will equal half of the combined bank's profit above a certain threshold, which First Interstate said would be about $650 million for the first year after the merger is completed.

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