Mortgage company mergers bring out the best - and the worst - in managers who participate in the deals, said a chief executive who speaks from experience.

Both sides will insist they have nothing but a business interest in the transaction, said Robert E. Roth, president of Spectrum Home Mortgage, a unit of Marine Midland Bank.

But in reality "everything is personal," said Mr. Roth, whose company was bought last year by the Buffalo bank.

Mr. Roth, who stayed as president of the mortgage unit following the buyout, said unbusinesslike comments made in the heat of negotiations can come back to haunt managers.

"You might say, 'Hey, you don't like my servicing operation - you're nuts,'" said Mr. Roth. "He'll only remember you said, 'You're nuts.'"

And, to add insult to injury, "He could end up being your new boss," Mr. Roth said.

The mortgage banker survived whatever verbal blunders he may have committed while selling his Buffalo mortgage company to Marine Midland last year.

In addition to keeping Mr. Roth as president of the mortgage unit, Marine Midland named him a senior vice president of the bank.

During a session at the annual convention of the Mortgage Banker's Association of America, Mr. Roth talked about the human side of a mortgage company sale.

In speaking publicly about the experience, he showed a rare candor. Most managers affected by mergers have remained tight-lipped for fear of slighting their new boss or violating confidentiality clauses in severance packages.

Mr. Roth, who said he signed a five-year contract with Marine Midland after the buyout, believes dramatic adjustments are necessary to survive at a larger organization.

As a private company's owner or top executive, "You can jump up and down and say, make this happen," Mr. Roth said.

But once a sale to a large organization is complete, the manager must focus on getting along with the new regime.

One sure way of getting canned? Act like a manager who "wants to sell their company and then wants to be in charge," Mr. Roth said. "That doesn't sit well" with the new owners.

Instead, "go with the flow," Mr. Roth recommended.

He, for instance, had the final word when he owned the mortgage firm. But now, several bosses, including Peter B. Davidson, executive vice president of the bank's consumer finance division, are above Mr. Roth.

The ability to get along cannot be demonstrated too soon, no matter how difficult a task it is, Mr. Roth said.

Due diligence, one of the earliest activities in the process, is also "the worst part," Mr. Roth said. "You have 27 indifferent employees showing up at your mortgage bank to talk about your operation. Talk about turmoil."

Nonetheless, employees should bend over backward to assist the outsiders, he said. "The more you can provide and the faster you can provide it, the better things will go" for both sides.

While the sale of a mortgage company can be a financial windfall for the owner, the deal also holds clear benefits for buyers, said Hilary Renz, senior vice president of Cohane Rafferty Securities, Harrison, N.Y.

Through the purchase, Marine Midland was able to gain quick expansion and a management familiar with the Buffalo region, said Mr. Renz, whose firm helps broker mortgage company sales. "Your bank buyer doesn't have that knowledge" of individual territories.

Mr. Roth said he agreed to sell Spectrum because his company "had a need to grow." Linking the firm to a highly capitalized company was the best way of achieving the expansion, he said.

And despite changes brought by the merger, Mr. Roth remains "absolutely" glad he sold out.

"It's a good marriage," he said.

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