David Daberko knows just how gut-wrenching acquisitions can be.
The chairman and chief executive of National City Corp. was sent to Columbus, Ohio, after the company's acquisition of BancOhio Corp. in 1984.
Mr. Daberko, now 50, says he was constantly frustrated over the next two years by management's inability to make decisions concerning the consolidation.
"It was Chinese water torture," he says. "It was just drip, drip, drip from headquarters. The employees were always wondering when the other shoe was going to drop from Cleveland."
Though analysts have lauded the $36 billion-asset National City's takeover of BancOhio - with one analyst dubbing it one of the best bank deals ever done - Mr. Daberko says he learned an important lesson about acquisitions.
"Being acquired is very traumatic, and that carries over to customers, because if employees are uncertain, customers are going to be uncertain," he says.
National City nearly doubled in size with the takeover of $5.5 billion- asset BancOhio, and, in essence, that deal was probably a more significant merger for National City than its now pending acquisition of Pittsburgh- based Integra Financial Corp.
Upon closing of the Integra deal - expected in the second quarter - National City would have $50 billion in assets and $35 billion in deposits. National City believes it can save $85 million a year as a result of the merger, while expanding its base into western Pennsylvania.
The merger would give National City an asset size between those of Pittsburgh competitors Mellon Bank Corp. ($42 billion) and PNC Bank Corp. ($61 billion), but still considerably behind that of crosstown rival KeyCorp ($68 billion).
Still, Mr. Daberko defends the size and performance of National City. He says it has provided shareholder value more consistently than larger bank rivals. National City reported $122 million in fourth quarter net income on Monday, a 10% increase from the same period last year. The bank's full-year earnings were $465 million, an 8% jump over 1994.
"They are relentless in holding down costs," said Joseph Duwan, the Keefe, Bruyette & Woods analyst who praised the BancOhio deal. "Growth has come from holding expenses."
Added Fred Cummings, an analyst with McDonald & Company Securities: "It's a well-run bank with strong credit culture. The challenge today will be improving the consumer side of the business."
For his part, Mr. Daberko worries National City will become too large. "We have to make sure we're not too big at $50 billion," he says.
Here in Cleveland, where bankers talk about the loss of their beloved Browns as much as the future of banking, the Integra deal marks the first major acquisition for National City in four years. Mr. Daberko says he's in no hurry to do another big merger. Even though some suggest National City is itself a takeover candidate - it is rumored to be yet another target of NationsBank Corp. - Mr. Daberko isn't scared.
The Integra deal would give National City - already established in Indiana, Kentucky, and Ohio - a presence in Pennsylvania, and Mr. Daberko says there's still room to grow within all four states. Specifically, he wants to move into Cincinnati and Canton, Ohio, and establish a greater presence in three Indiana markets - Bloomington, Fort Wayne, and South Bend. But National City isn't shying away from small acquisitions.
"We wouldn't hesitate to make a $200 million or $400 million acquisition if it gave us size," Mr. Daberko says.
For now, being a company that sits on the sidelines and watches the major deals get done isn't so bad.
Besides, acquisitions haven't always gone smoothly. The takeover of $5.8 billion-asset Merchants National Corp. of Indianapolis in 1991 took some time to iron out.
What did the bank learn from that acquisition?
"Merchants was a good example of moving a little more slowly than we should have early on," Mr. Daberko says. "We lost some momentum there. We lost some business. We didn't move aggressively to keep growing revenues."
The same mistake will not happen with Integra, he says.
Already National City has moved much more swiftly with the Pittsburgh- based bank than it has in previous acquisitions. For instance, within 90 days all Integra employees were told whether they would have jobs following the takeover.
Mr. Daberko, who was named chief executive last July, is also sensitive to the external effects of a merger. When the chairman of the governing board of Washington County in Pennsylvania announced the county would pull its deposits out of Integra in protest of job reductions there, Mr. Daberko called the politician to talk about it. Ultimately, the official was defeated at the polls, and the board didn't carry out his threat.
Mr. Daberko joined National City 27 years ago as a management trainee while he was finishing a master's of business administration at Case Western Reserve University. He turned down an offer made by Central National Bank, which would later be acquired by Society Bank, because the National City job paid slightly more money. "I made my enlightened decision based on 50 bucks more a month," Mr. Daberko says.
National City has been through cost cutting, made acquisitions, and has diversified its fee businesses. But it's still a traditional commercial bank that makes a lot of business loans, and there's no real change of direction planned for the future.
Mr. Daberko, who has strayed little from the fundamentals followed by his predecessor Edward Brandon, says in many ways, National City is a classic commercial bank.
Corporate banking is still National City's bread and butter, and will continue to be. "The Discover Card isn't going to do it, Merrill Lynch isn't going to do it," Mr. Daberko says. "That's the foundation going forward."
Analysts say there may be a slight change in direction, but not by any great stretch. "Brandon was more conservative," said Mr. Cummings. "Dave may be more adventurous."
National City has identified a number of fee businesses, such as its credit card processing business, which Mr. Duwan of Keefe Bruyette calls a "jewel."
Mr. Daberko says he would eventually like to sell off the processing subsidiary in a public offering. However, the business would have to be more focused, perhaps only involved in two types of processing.
"Internal improvement" has been National City's mantra for the past several years. This marked a departure from the early 1980s when the bank doubled, then tripled in size through acquisitions.
Mr. Daberko says, however, that at some point size becomes irrelevant. Banks with assets of $2 billion to $10 billion can't survive, he says, because they can't afford to invest in the necessary technology. But at $50 billion, National City can take on all comers.
"I think we have control of the destiny of our company for the next five to eight years," Mr. Daberko says.