Florida community bankers want regulators to help steer their way the branches that NationsBank Corp. will have to divest to complete its acquisition of Barnett Banks Inc.
NationsBank is expected to sell $3 billion or more of deposits to meet antitrust requirements, and community bankers are trying to be on the inside track.
"Florida's community banks are extremely interested in any business opportunities derived from NationsBank's forced divestiture," Community Bankers of Florida executive director Jeffrey W. Grady wrote in a letter last week. "We would like to ensure that the bid process is open to all interested parties and not just to those which can accommodate the entire or a significant portion of the divested transaction."
The letter was sent to the Florida attorney general's office, Florida State Banking Department, U.S. Department of Justice, and Federal Reserve Board.
NationsBank said it was planning for a divestiture of between $2.9 billion and $3.6 billion, although some legal experts said it could go as high as $5 billion or more.
That would still be below the $8.5 billion that went on the market when BankAmerica Corp. acquired Security Pacific Corp. in 1992. Barnett, based in Jacksonville, Fla., has 629 branches and $33.4 billion of deposits.
NationsBank and Barnett together would control 29.94% of Florida deposits and more than 45% in several counties. The Florida market is becoming increasingly concentrated; four banks control about 65%.
Federal law bars any one company from controlling more than 30% of deposits in a single state. Florida also has a 30% deposit cap.
"We welcome all bids, and we look forward to an open and competitive bid process," NationsBank spokesman Scott Scredon said Friday.
Mr. Grady said he is worried NationsBank will sell all the deposits to a single institution, such as SunTrust Banks of Florida, a subsidiary of SunTrust Banks Inc., Atlanta.
"We think it's bad for consumers to further concentrate the market," said Mr. Grady, whose group represents 170 institutions. "We just want an opportunity to be at the table."
There is precedent for regulators to prevent sales of divested branches to large competitors. The Justice Department in 1992 blocked U.S. Bancorp from buying BankAmerica-Security Pacific branches in Washington State.
NationsBank might prefer to sell to community institutions, some bankers said. "I would think that Barnett and NationsBank wouldn't want one of their (large) competitors to gain that much market share," said Gregory C. Wilkes, president and chief executive officer of First Federal of Florida, Lakeland.
The possibility of picking up deposits, branches, and personnel is "the best thing for community banks in Florida since sliced bread and toilet paper," said Ralph Cumbee, senior vice president of $41 million-asset First National Bank of Pasco, Dade City. "We'll take people, we'll take branches, we'll take deposits. We'll take anything they've got."
Legal experts said the community bankers are likely to get the most support from Florida Attorney General Robert A. Butterworth, who has a history of demanding concessions in megabank mergers. He required Barnett to retain about 400 branch-level jobs that were slated to be eliminated in its 1992 merger with First Florida Banks Inc.
Mr. Butterworth on Thursday demanded records from both Barnett and NationsBank to study whether the merger will violate antitrust guidelines.
"Mr. Butterworth over the past few years has been one of the most aggressive antitrust enforcers among the state attorney generals," said Steven C. Sunshine, the Justice Department's former top bank merger expert and now a partner in Washington of the law firm Shearman & Sterling. "Those two banks should expect that their deal is going to get a close look on how it is going to affect Florida."
Also, state attorney generals often craft more creative settlements than federal officials, who normally are interested solely in market share data.
A spokeswoman for Mr. Butterworth said the Florida attorney general is not commenting on the deal. Doug Johnson, a spokesman for the Florida banking department, said it was too early to speculate on divestitures.
Connecticut Attorney General Richard Blumenthal, who worked out a creative settlement in Fleet Financial Group's 1995 acquisition of Shawmut National Corp., said there is nothing wrong in requiring banks to sell branches to community institutions or to establish special lending programs for disadvantaged areas.
"Those ranges of concerns are properly in the purview of a state attorney general," Mr. Blumenthal said. "We are the people's lawyer. We need to be very aggressive in pursuing the public interest, which may be larger than the antitrust statutes."
Michael A. Greenspan, a partner at the Washington law firm Thompson Coburn, said the government abuses its power if its strays beyond market- share analysis.
"What the state is doing is nothing more than extortion," Mr. Greenspan said. "That is a wrong and an immoral use of antitrust laws."