Battle For Wachovia: Could First Union's 2Q Results Tip Bid Battle?

CHARLOTTE, N.C. - This earnings season analysts will give particularly close scrutiny to the results of two Southeast banking companies.

SunTrust Banks Inc. in Atlanta has already reported strong second-quarter earnings. This week the focus shifts to its Charlotte merger rival, First Union Corp., which will unveil results Thursday.

Analysts expect no nasty surprises, notwithstanding unsubstantiated talk that Deutsche Bank AG is considering a white-knight bid for Wachovia Corp.

First Union and SunTrust are, of course, vying for the hand of Wachovia. First Union has an actual merger agreement with Wachovia; SunTrust has a hostile offer - and a lot of tenacity.

On Friday, SunTrust beat Wall Street analysts' estimates comfortably, by 3 cents, reporting a 9% jump in net income for the quarter.

"SunTrust certainly did not hurt itself with its results," said Michael Mayo, an analyst who follows the companies for Prudential Securities. "The question is, can First Union show good results too?"

The rivals are making their earnings announcements slightly earlier than usual this quarter as they wrestle for advantage in their seven-week-old battle. Wachovia is set to report on Wednesday, but all eyes have been trained on First Union and SunTrust. Because they are both offering stock for Wachovia, anything that triggers stock price swings could give one company an edge.

Analysts surveyed by First Call/Thomson Financial expect First Union to report earnings of 63 cents a share for the second quarter, down from 73 cents a year earlier, when it began a costly restructuring. A few analysts have revised their estimates downward in recent weeks, but some expect First Union to beat the consensus as results begin to emerge from a year of cost cutting and business refocusing.

Marni Pont O'Doherty, an analyst with Keefe, Bruyette & Woods Inc., said First Union executives have been signaling that they are comfortable with Wall Street's earnings projections. Ms. O'Doherty's own estimate matches the consensus.

She foresees some weakness in First Union's capital markets business and ongoing credit quality troubles, something that also affected SunTrust. But strong results from First Union's fixed-income businesses are also likely, she said.

Mr. Mayo said that the 63-cent average estimate is pretty near the mark, though he thinks the company could do slightly better.

Lehman Brothers analyst Henry Dickson expects First Union to report earnings of 64 cents. In a recent research report he said second-quarter revenues were probably down about 10% from a year earlier but about even with the first quarter. First Union may have gotten a boost from improvements in fee income, he said, including revenues from asset management, insurance, and other nonbanking businesses in which it has been pursuing growth.

Wachovia is not under the same pressure as First Union or SunTrust to show a stellar quarter. The consensus estimate as reported by First Call/Thomson Financial is $1.20 a share, up from 70 cents a year earlier.

Mr. Mayo said, "Predicting that SunTrust and First Union were going to have good second-quarter earnings reports is relatively easy. There's really not as much incentive for Wachovia to blow the cover off the ball" by beating estimates.

The earnings announcements come as First Union and SunTrust keep wooing large and small investors through proxy campaigns, meetings, press releases, and advertisements. Both are aiming at Wachovia's Aug. 3 annual meeting, where shareholders will decide whether to approve the First Union-Wachovia agreement. The rival bidders are also trading volleys through legal and regulatory filings.

In full-page advertisements in major southeastern newspapers Monday, SunTrust suggested some uncertainty about the dividend First Union is proposing to pay if it combines with Wachovia. The ads bore the headline "Which Dividend Would You Prefer?" and noted that while First Union trimmed its dividend last year, SunTrust has never done so.

For the moment the only deal on the table is First Union's, which calls for swapping two of its shares for each Wachovia share. That valued the deal at $13.4 billion when it was announced April 16.

SunTrust's offer of 1.08 shares for each Wachovia share was worth $14.7 billion when announced May 14, about 17% more than the value of First Union's. The SunTrust offer has lost ground since then and is now just under 3% better than First Union's.

Meanwhile, the German weekly Der Spiegel reported Monday that Deutsche Bank might be interested in bidding for Wachovia. Citing unnamed insiders, the report said that Wachovia approached Deutsche Bank about stepping into the battle as a white knight. But analysts, including Mr. Mayo and Ms. O'Doherty, said that such a move was unlikely.

Deutsche Bank spokesman Ronald Weichert declined to comment.

Vince Scanlon, a Wachovia spokesman, said his company remains committed to the First Union deal. "Wachovia has a binding merger agreement with First Union and is on track to close the merger as planned," he said.

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