Stocks: Finance Chief's Disclaimer Cools Speculation on Deal Between

Merger speculation about Wachovia Corp. and SunTrust Banks Inc. has died down since a rumored deal failed to materialize over the weekend.

At the close Tuesday, Wachovia's stock was trading at $45, $3.50 off the 52-week high it reached on Friday. SunTrust shares also fell, to $67, from their 52-week high of $67.50, also reached on Friday.

Bob McCoy, Wachovia's chief financial officer, accelerated the selloff of his bank's shares by telling reporters at a Montgomery Securities investment conference in San Francisco that the bank has no immediate plans for a megamerger.

Although he said Wachovia is keeping its options open, Mr. McCoy said "we are not obsessed with size, nor attracted to transactions which dilute shareholder value."

George Salem of Gerard Klauer Mattison, who on Monday issued a report recommending Wachovia's stock for speculative investors on the assumption that the merger is likely, said Mr. McCoy's remarks had not changed his view that the two banks could merge in the next three to six months.

Mr. Salem said he talked with Mr. McCoy before and after the executive's statements in San Francisco, which were reported by Reuters, and there was no indication of any change. "They're not ruling anything in or out. It's my opinion that these two parties are talking" and that given the dwindling supply of potential partners for each of the companies, "the intensity of the talk has to be on the increase."

Mr. Salem and others envision a merger of equals, which would not be dilutive. Mr. Salem estimated the deal would lead to a $310 million reduction in annual expenses, boosting 1997 earnings for shareholders in each company by 19%

A spokesman for Wachovia said Mr. McCoy's comments were accurately reflected in the Reuters story.

Sandra Flannigan, an analyst with Merrill Lynch, said executives from both companies indicated at a Merrill conference last week that they were "focused on internal strategies." Ms. Flannigan rates both stocks "neutral" for short-term investors, saying that no merger is imminent and the stocks are fairly valued.

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