Pending Mergers Worry Wall St. And Give Banks Headache, Too

As bankers always have, Michael F. Elliott travels a lot on business. But the business he seeks these days is mergers, not loans.

Mr. Elliott, chairman and chief executive officer of National City Bancshares, spends most of his time shopping for banks in Indiana, Illinois, and Kentucky.

The pavement pounding has certainly paid off. National City, a $1.3 billion-asset bank holding company based in Evansville, Ind., will grow to $1.8 billion once three pending mergers are completed.

At the same time, Mr. Elliott acknowledges something other bankers who are similarly striving know: Working on so many mergers at once can be an administrative nightmare.

"It's controlled panic," Mr. Elliott said, "but there's never been a better time to build your business."

Multiple deals used to be the bailiwick of big buyers like Banc One Corp. But in this age of rampant mergers, at least 10 banking companies have three or more acquisitions pending, according to Sheshunoff Information Services. That raises concern on Wall Street.

Union Planters Corp., for example, an $18.1 billion-asset bank based in Memphis, has nine deals pending that would add $10 billion of assets. Union Planters executives dodged analysts' questions in a recent conference call about handling the sudden growth.

"The execution risk is there," said an analyst who did not want his name used. "I think it's very fair to ask how the challenges of absorbing so many deals will be met."

Juggling a host of transactions is a balancing act of satisfying regulators, deciding who stays and goes, keeping up good relations with the management and community of the target company, and overseeing pesky little tasks like ensuring that everyone uses the same business forms.

Managing sudden growth is not an easy task. Fleet Financial Group shares lagged a booming market for months after the company doubled in size twice in one year by acquiring Shawmut National Corp. and the U.S. banking unit of National Westminster Bank.

Most banks get a grip on the tasks of executing mergers by assigning day-to-day banking business to the chief financial officer or chief operating officer. That way the CEO can keep hunting for deals.

To further ease the administrative load, most banks these days outsource legal and accounting work involved in mergers. And banks the size of National City often outsource data processing work, making conversion of different computer systems less daunting.

The overriding goal is getting deals finished faster.

Union Planters wants to close its latest and largest transaction-a $2.3 billion acquisition of Magna Group of St. Louis-by June 30, just four months after the deal was announced. "No other deal has ever been closed that quickly," observed UBS Securities bank analyst Thomas H. Hanley in a recent report.

The sense of urgency is being fueled from both sides-banks looking to sell and others seeking to buy.

Ever since Barnett Banks Inc. agreed in August to sell to NationsBank Corp. for a huge four times book value, every bank CEO in the country has wondered what his company could fetch, said John G. Duffy, head of corporate finance at Keefe, Bruyette & Woods Inc.

Among buyers like Union Planters and Regions Financial Corp., Birmingham, Ala., which also has nine pending mergers, the rush has been on to either survive the consolidation wave or package themselves to snare a big premium if a larger bank comes calling.

But navigating the maze of side-by-side deals is a small price to pay for the thrill of building a business, most bankers agree.

Michael E. Ricketson, chief financial officer of Premier Bancshares, Atlanta, which has three pending deals and "another crop on the way," recalls what life was like a decade ago when regulators were demanding that banks purge bad loans and the focus was on survival, not growth.

"At my old bank we learned how to clean up and save banks," Mr. Ricketson said. "Now I focus on growing them. This is a good problem to have."

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