FIRST NATIONWIDE TO BUY SFFED CORP.

FIRST NATIONWIDE TO BUY SFFED CORP.

SFFed Corp., the holding company for San Francisco Federal Savings and Loan Association, said Monday it has agreed to be bought by First Nationwide Bank in an all-cash transaction for $32 a share, or about $250 million.

Roger L. Gordon, SFFed's chairman and chief executive, said the transaction is expected to close in the first quarter of 1996.The proposed merger is subject to approval by the shareholders of SFFed and by regulatory authorities.

''While we have long said that we would like to see San Francisco Federal remain independent, we also recognized that, given the changing landscape in financial institutions, keeping our special franchise in Northern California independent might not be in the best long-term interest of our shareholders, customers and employees," Mr. Gordon said.

Under the deal, SFFed also granted First Nationwide Bank an option, exercisable under certain circumstances, to purchase 1,574,638 shares of its common stock at $26.25 a share.

The option will terminate upon, among other things, the consummation of the merger.

San Francisco Federal, with total assets of $4.1 billion and deposits of $2.7 billion, operates 35 retail banking offices and six loan production offices in Northern California.

First Nationwide Bank has total assets of $14.7 billion and operates about 160 branches in California, Florida, Michigan, New Jersey, New York, Ohio and Texas.