For Guardian Federal Savings and Loan Association, life during the past month has been a merger merry-go-round.
By week's end, the small Maryland-chartered S&L (its executive offices and one of its six branches are in the District) may know more about its fate. The Federal Home Loan Bank Board is expected to indicate by then whether Guardian can proceed with a proposed merger with Washington Federal Savings and Loan Association of the District.
Reliable sources say the bank board is attempting to determine whether other Maryland S&Ls are interested in a merger with Guardian before giving its blessing to a marriage with Washington Federal.
The bank board already has approved a limited number of interstate mergers as solutions to some problems experienced by troubled S&Ls.
Referring to the proposed merger between Guardian and Washington Federal, a spokesman for the federal agency remarked: "It is bank board policy not to approve interstate mergers unless such a transaction would solve supervisory problems at a significantly less [costly] alternative to intrastate mergers."
The bank board, which regulates federally insured S&Ls, had given Guardian the alternative of finding a merger partner by Jan. 4 or having the agency's insurance corporation initiate merger proceedings.
Guardian's reserve ratio had fallen way below the level established by the bank board, prompting the agency to step in.
Before turning to Washington Federal, Guardian appeared to have reached a merger agreement with National Permanent Federal Savings and Loan Association, the District's second-largest. In fact, Guardian signed a letter of intent to merge with National Permanent, and officials of the two associations were set to announce an agreement Dec. 17.
Indeed, Guardian Chairman Richard Bernstein had spoken glowingly of a 50-year association between his family and National Permanent. It was the closest thing to a made-to-order merger, the principals had implied.
A key to the merger proposal was a request to the bank board to allow Guardian to become a District S&L, thus avoiding the controversial issue of an interstate merger.
But at the last minute, National Permanent reported that a hitch had developed and that the matter would have to be studied further.
In the three weeks that followed, officials from the two S&Ls surprisingly had little or no contact with each other.
As it turned out, National Permanent put a hold on the deal after receiving the examiner's report on Guardian. "Prudence said we should examine it," explained John Stadtler, National Permanent's chairman. "There are some judgments one must make."
Meanwhile, Stadtler said, National Permanent had been led to believe by the Federal Home Loan Bank of Atlanta "that there would not be much trouble in moving [Guardian's] main office to the District."
However, National Permanent learned on Dec. 30 that the Atlanta office opposed Guardian's plan to become a District S&L as a condition of the merger agreement.
"We attempted to contact the people at Guardian on Wednesday and Thursday [Dec. 30 and 31] to bring them up to date, but we were unable to make connection with them," Stadtler said.
The following Monday (Jan. 4), a delegation from Guardian met with National Permanent officials to report that the Maryland S&L had agreed to a merger with Washington Federal. Guardian and Washington held a news conference the following day to announce their merger plans.
Why Guardian spurned National Permanent's offer to cast its lot with Washington Federal is still unclear. It's also unclear how long Guardian had been negotiating with Washington Federal.
Guardian's chairman failed to return several calls to his office, and Stadtler says he doesn't know the answer. And James L. Harris, Washington Federal's chairman, said his discussions with Bernstein began less than a week before their plans were made public.
However, sources close to the matter said Leo Bernstein, Richard Bernstein's father and vice chairman of Security National Bank, had suggested a merger with Washington Federal as a possibility.
Leo Bernstein neither denied nor confirmed the report when asked about it. "I talk to everybody in town," Leo Bernstein said. "There isn't a savings and loan man in town that I don't know personally.
"I either started half of them or worked with them," the elder Bernstein continued. "I have nothing to do with that association."
If the proposal to merge with Washington Federal is approved by the bank board, Richard Bernstein would become vice chairman of Washington Federal and chairman of its executive committee. At the same time, Washington Federal initially would absorb Guardian's 98 employes.
At National Permanent, Bernstein would have become vice chairman. Asked if National Permanent was prepared to offer jobs to all of Guardian's employes, Stadtler replied, "Probably not."
Should Guardian's proposed merger with Washington Federal collapse and no Maryland S&L shows interest in acquiring it, National Permanent still may be interested in picking up where the two left off.
"If their arrangements with Washington Federal fail, I think we would be looking at it again," Stadtler said.