The chairmen of Banc One Corp. and First Chicago NBD Corp. revealed a detailed organizational blueprint Tuesday designed to show how far their merger plans have progressed.
The post-merger Bank One Corp., which would be based in Chicago, is to be divided into five lines of business: credit cards, commercial banking, retail banking, investment management, and consumer finance.
The top executives, John B. McCoy of Banc One and Verne G. Istock of First Chicago, designated 200 senior managers and said they have made key decisions about computer system conversions.
"There is a bias for action," Mr. McCoy said in an interview. "We can't sit around and decide this (computer) system or that."
That bias is intended to impress Wall Street, Mr. McCoy and Mr. Istock indicated.
"We're into the implementation phase of the plan," said Mr. McCoy, who would be chief executive officer of the merged company. "We think the market should be interested in where we are in the integration."
The deal, which would create a $269 billion-asset company, cleared a hurdle Tuesday, when the Justice Department said it could proceed provided Banc One and First Chicago divest 39 Indiana branches with a combined $1.47 billion of deposits.
More than half the branches are in Indianapolis, the only market where the banks significantly overlap. A decision from the Federal Reserve Board is still pending.
The banks went further than required by the government, announcing a deal Tuesday to sell 51 offices with $1.8 billion of deposits to Union Planters Corp. The Memphis-based banking company said it would pay a $294 million premium for the Indiana branches and $825 million of loans, three- quarters of which are commercial credits.
Banc One and First Chicago shareholders are scheduled to vote on the proposed merger Sept. 15. The executives hope to consummate the deal in October.
Though systems and bank names will not change, the new company will essentially operate as one beginning the day after the merger closes, Mr. McCoy promised.
Saying they are benefiting from past "lessons learned," Mr. Istock said Banc One has come to decisions quicker than First Chicago Corp. and NBD Bancorp did in their merger of equals three years ago. "We thought we could do things a lot faster, and we did. That's what we mean by lessons learned," Mr. Istock said.
The company is moving very quickly in the area of technology. Marvin Adams, the chief technology officer at Banc One, would hold the same position in the new company. Both Banc One and First Chicago face the priority of overcoming the year-2000 software problem. They plan to merge the two companies' computer systems sometime in 2000.
Mr. McCoy said speed is of the essence and he prefers to make decisions quickly, leaving fine-tuning for later.
Many of the key management positions had either been previously announced or leaked out over the past few months.
Mr. Istock would be chairman of Bank One and would have mainly staff responsibilities. The general counsel, chief auditor, and heads of mergers and acquisitions, public affairs, operations, human resources, and risk management would report to him.
Mr. McCoy would oversee the business lines. Reporting to him would be two vice chairmen: Richard Lehmann for retail, credit cards, and consumer finance; and David Vitale for commercial banking and investment management.
Also reporting to Mr. McCoy would be Mr. Adams, merchant banking chief David Meuse, and chief financial officer Robert Rosholt.
There have been some changes from earlier signals.
For one, middle-market lending, which was initially going to be a national business run by Banc One executive Ronald Steinhart, is to be divided into regions. Each would report to Susan Moody, who would be in charge of commercial banking segments. Mr. Steinhart would be in charge of commercial real estate and private banking.
Mr. McCoy said, "When you're dealing with people, it's always a tough process. People I've worked with my whole career are leaving the company. That's not an easy thing to do."
Among the departing Banc One veterans are chief financial officer Michael J. McMennamin and general counsel Steven Bennett.
Mr. McCoy is still not saying how many employees would lose jobs as a result of the merger. The combined company would have about 90,000 workers before any cutbacks.
Keefe, Bruyette & Woods analyst Joseph Duwan said he saw few surprises in the organizational pronouncement. "But from the Street's perspective, I think this is good news," he said, "because it has been looking for the company's progress in making the tough decisions."
As the executives turn attention to implementing the plan, customer disruption is foremost on their minds.
"The No. 1 focus we have is the customer," Mr. Istock said. "Keep the customer out of the merger."