Shareholders in BankAmerica Corp.'s annual meeting last week aired concerns about the San Francisco bank's proposed merger with Charlotte, N.C.-based NationsBank Corp.

While several shareholders praised BankAmerica chairman and chief executive officer David A. Coulter for boosting the company's value, others sought assurances that the blockbuster merger would not drive off customers, create a nationwide network of poorly integrated branches, or generally diminish shareholder returns.

Nicholas Rotello, a resident of Kelso, Wash., and a 14-year BankAmerica investor, said he was concerned that NationsBank chief executive Hugh L. McColl Jr.'s flamboyance, aggressiveness, and willingness to pay high prices for acquisitions would override BankAmerica's more measured approach.

"There is a different philosophy and style," said Mr. Rotello. NationsBank's "growth has been by acquisition, not like your structured, conservative growth."

Mr. Coulter responded that he and Mr. McColl are not actually that far apart.

The two executives approached the deal "from different angles," he said. "But we eventually hit a point in the middle where I got convinced that our philosophies were much the same," Mr. Coulter said. Other shareholders said they were worried that the combined institution, which would have $570 billion of assets, would become impersonal and lose sight of its retail customers.

A shareholder from Portland, warned against nickel-and-diming customers, because "people will flock to the smaller banks in droves- I guarantee it."

A shareholder from Vancouver, Wash., said he has had difficulties with fund transfers between BankAmerica branches in California and Oregon, and hoped that sort of problem would not occur in the merged institution.

"I hope ... it becomes one bank that works on the East Coast as easily as it works on the West Coast," the shareholder said.

In his wide-ranging remarks, Mr. Coulter told shareholders that the decision to merge with NationsBank was driven by two major factors. He said opportunities to merge with other major banks were few and growing scarcer.

"When you have an opportunity to pick your strategic partner, rather than to fall into something by default ... that seems to be the right course of action," he said.

Mr. Coulter also said scale was necessary to stay ahead of a new group of rivals, including Internet companies. "With Microsoft as a competitor, you have to worry about it-I'm paranoid about it," Mr. Coulter said.

The merger with NationsBank is scheduled to be voted on at a shareholder meeting this September in San Francisco.

Mr. Coulter also announced that Sanford R. Robertson, the chairman of BankAmerica's securities unit, had resigned from the bank's board.

BankAmerica said in April that it would sell BancAmerica Robertson Stephens Inc. rather than combine it with NationsBank's brokerage group, NationsBanc Montgomery Securities.

Mr. Robinson resigned "because he was exploring strategic alternatives for his company and thought it would be a conflict of interest," Mr. Coulter explained.

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