If size were everything, then First Chicago Corp. executives would have come out on top in the $72.4 billion company's merger with NBD Bancorp.
So why did Verne Istock, chairman of $47.8 billion-asset NBD, snare the chairmanship of the new First Chicago NBD Corp.?
Analysts said the two banks were determined to leverage NBD's stellar reputation for credit quality while insuring that both banks have a hand in leading the new company.
The ascension of Mr. Istock, 54, eclipses the career of First Chicago's No. 2 man, Leo Mullin, who was scheduled to take the reins when First Chicago's chairman, Richard Thomas, retires next year.
Mr. Mullin, 52, considered by many observers to be a top-notch banker, is resigning as a result of the merger. According to First Chicago's most recent proxy statement, which details "change of control employment agreements," he will receive a severance package of at least $1.5 million.
"It's a shame there's no room for Mullin," said Ken Puglisi, a banking analyst with Sandler O'Neill & Partners. "He's a very bright guy. But that's what happens in mergers. Some people of the top management have to go."
Analysts agreed that an Istock-led management team makes perfect sense for the new bank. "I think it was an outstanding choice. If you look over the last 10 years, NBD has always had outstanding asset quality, while First Chicago has had a few hiccups," said Chris Kotowski with Oppenheimer & Co.
"Besides, no deal was ever going to happen unless NBD ended with the top job. They have an extraordinarily conservative credit culture. I don't think they'd ever relinquish control of that," he added.
In exchange for giving up the top spot - Mr. Istock is slated to take over the combined company next May when Mr. Thomas retires - First Chicago grabbed two of the three new vice chairman slots.
David J. Vitale, 49, now a vice chairman of First Chicago, is to retain that title and also be president of the First National Bank of Chicago. Mr. Vitale, with First Chicago since 1968, "has probably done everything at the bank except paint the walls," according to Robert Albertson of Goldman, Sachs & Co.
Mr. Vitale has spent the last few years running the trading function. His presence in the new office of the chairman shows that First Chicago's experience with sophisticated, off-balance-sheet products is to be an important business for the new bank.
The other First Chicago exec to be named to the chairman's office, 49- year-old Scott P. Marks Jr., represents the powerful credit card operation. Mr. Marks, who has been an executive vice president, is also to continue in his role as chairman of FCC National Bank, which controls First Chicago's Visa and MasterCard businesses.
But the elevation of Mr. Marks should not be confused with an overemphasis on credit cards at the new First Chicago NBD Corp. If anything, analysts said, credit cards were becoming too important at First Chicago, and were seen as something of a weakness.
The bank was getting nearly 50% of its earnings from credit cards, Mr. Albertson pointed out. With the merger, credit cards will contribute only a quarter of net income, he predicted.
The third member of the new office of the chairman, 56-year-old Thomas H. Jeffs 2d, is also retain his title as president of NBD Bank (Michigan). Mr. Jeffs, who had been in a race with Mr. Istock to become chairman of NBD when Charles T. Fisher 3d retired 18 months ago, understands the retail side of the business.
His presence with that of Mr. Istock at the top of the new company will go a long way toward reassuring Wall Street that the new bank will not continue what some analysts referred to as First Chicago's checkered history for credit quality.
Of $200 million in projected cost savings, analysts predict that some $115 million will come from some 25 branch closings in the suburbs of Chicago, where NBD has only recently built up a network.
Decisions on closings and layoffs will be made on a case-by-case basis, said a First Chicago spokeswoman. But NBD will likely take the biggest cuts, analysts said.