Andrew B. Craig 3d had a change of heart in early August.

Though many observers had been predicting the sale of the company he heads, Boatmen's Bancshares, he had repeatedly expressed a desire to stay independent.

A deal prior to the 64-year-old Mr. Craig's retirement seemed unlikely as recently as July 31, when he participated in a conference call with investors.

He said "he was not running the bank to be sold," recalled Michael Mayo, a Lehman Brothers analyst. "I thought he was either close to retiring or selling the bank, but I was putting a higher likelihood to him passing the baton."

Described as "the strong, silent type," Mr. Craig is credited with building a company attractive enough to entice the bidding war that culminated Friday in an offer from NationsBank equal to 2.6 times book value.

NationsBank president John Lewis told reporters Friday during a press conference in St. Louis that Boatmen's investment bank, Goldman Sachs, initiated the merger talks.

Mr. Craig explained that Boatmen's continued survival would have required costly improvements to keep pace with increasingly large competitors.

"We would have had to invest hundreds of millions of dollars in technology to remain competitive," said Mr. Craig, who is chairman, president, and chief executive. "That would have affected our future earnings. We decided to see what the marketplace could provide."

He added, "Boatmen's does not take this decision lightly," and noted one reason was the "excellent return" NationsBank is offering Boatmen's shareholders.

Mr. Craig took the helm of the St. Louis-based regional in 1989. He will become chairman of NationsBank Corp.

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