Carter Hawley Hales Stores Inc., the big retailer that has been on a shopping spree for department stores, yesterday agreed to acquire Thalnimer Brothers of Richmond for stock worth $70 million.

Boards of directors of both companies have already approved the deal, the two companies said in a joint announcement.

With sales of $139.4 million last year, Thalhimer runs 26 department stores in Virginia and North Carolina.

William B. Thalhimer, Jr. chairman of the chain and his brother Charles, president, both would remain after acquisition by Carter Hawley Hale said a spokesman. The Los Angeles retail conglomerate, which had sales of $1.5 billion last year, owns more than a dozen chains and generally allows them to operate autonomously.

The Thalhimer family controls about 52 percent of the company's 3.875 million shares of stock, which is traded over the counter. Approval of two-thirds of the shareholders is required for the merger.

The agreement calls for exchanging each share of Thalhimer common stock for .975 share of Carter Hawley Hale, which is listed on the New York Stock Exchange.

Before the acquisition was announced, Thalhimer stock was quoted at $13 7/8, $14 3/8 and at bid, asked Carter Hawley hale was traded at $18 5/8. At those prices, Thalhimer holders would get Carter Hawley Hale shares worth $18.16, about a $4 premium, said Jack Newsome, a retail analyst for Wheat, First Securities in Richmond.

Newsome said Thalhimer had been considered a take-over candidate for some time, because of its success in its regional market and indications that its principal owners would retire within five to 10 years.

Thalhimer officials reportedly approached Carter Hawley Hale about the acquisition after another department store chain made an offer for the company.

Carter Hawley Hale has been agressively shopping for department store chains to buy since it unsuccessfully bid for Marshall Field & Co. of Chicago last year.

After weeks of acrimonious attempts to acquire Marshall Field, Carter Hawley hale quickly purchased the John Wanamaker chain in Philadelphia earlier this year.

Acquisition of Thalhimers along with Wanamaker's will push Carter Hawley Hale's business toward $2 billion this year. Both acquisitions are part of the company's move into the East Coast department store field, a spokesman said in Los Angles.

Until buying Wanamaker's, CHH had no eastern full-line department stores, although it owns Neiman-Marcus in Washington and the Bergdorf-Goodman in New York. Among its other operatons are Walden Books, Sunset House and four West Coast department stores - The Broadway, Emporium, Weinstock's and Capwell's.

None of Carter Hawley Hale's 87 department stores and 31 specialty retailers are in Thalhimer's trade area, which is concentrated in the Richmond, Tidewater and North Carolina areas.