The official departure last Friday of BankAmerica Corp. president David A. Coulter was the latest and most obvious example of a little-spoken truth about bank mergers.
Chief executive officers of combining institutions-in this case, Mr. Coulter of the old BankAmerica and Hugh L. McColl Jr. of NationsBank Corp.- invariably share the limelight at merger announcements and talk amicably about a division of responsibilities. Mr. Coulter was even put in line to succeed Mr. McColl.
It usually does not work out that way. "These are always big-ego people coming together," said John A. Challenger of the Chicago-based outplacement firm Challenger, Gray & Christmas. "You run into culture clashes and ego clashes."
"People have high ideals in the beginning," he said, but when they get down to reality, "nobody can get along or agree on where the company is to go."
One problem is that a chieftain will often chafe in an unaccustomed No. 2 role. "It's never a merger of equals. There is always somebody on top," said J. Rucker McCarty, a partner in the executive search firm Heidrick & Struggles in Chicago. "The best intentions are there, but as you work through all the issues it becomes apparent that the thousand-pound gorilla is going to win out."
NationsBank played out this scenario before the recent merger with BankAmerica. In the acquisition of Barnett Banks Inc. of Florida, former Barnett president Allen L. Lastinger Jr. was slated to head NationsBank's Florida operations.
Three weeks after the Jan. 9 closing of the deal, Mr. Lastinger, 55, announced his retirement, and a NationsBank executive took his place.
First Union Corp. has also been down this road. When it bought CoreStates Financial Corp. in April, CoreStates chairman Terrence A. Larsen was named a vice chairman, staying in Philadelphia and overseeing the combined company's corporate bank. He resigned June 30, and First Union executives took over his responsibilities.
Malcolm S. McDonald, chairman and chief executive officer of Signet Banking Corp. of Richmond, Va., became CEO of First Union's Virginia, Maryland, and Washington region after First Union bought Signet in November 1997. He, too, left June 30, and a First Union executive took over.
Public statements about top managers' sticking around are "more for political and internal reasons," said David Stumpf, an analyst at A.G. Edwards. "It gives the CEO some stroking, and it helps some with the morale of the employees."
When the departures take place after transactions are completed, they are not usually considered significant, he added. The investment community often considers these moves positive, clarifying power relationships and setting a steadier course.
Not every merger ends up driving top executives out the door.
Thomas Labrecque, Chase Manhattan Corp.'s president and chief operating officer, was chairman and CEO before the old Chase merged into Chemical Banking Corp. in 1996. He and Chase chairman Walter V. Shipley, who headed Chemical, now call themselves equals.
But long tenures for top managers of acquired banks are clearly the exception. "It is more about giving a title and lip service to an individual," said one observer. "Then a year later, they've ridden off into the sunset."