Norwest Corp. chairman Richard M. Kovacevich speaks effusively about its pending merger with Wells Fargo & Co.

He told employees this summer that he sees it as the "silver spike" that signifies completion of a vast railroad.

Yet some say the post-merger Wells Fargo will have a hard time getting on track.

These critics see markedly different approaches to business strategy, as well as corporate histories and organizations that have little in common.

"Culturally, I think it's too much of a reach," said Michael Plodwick, an analyst with Lehman Brothers. "I don't think it is going to be up to Norwest's current (profitability) standards anytime soon."

Mr. Kovacevich emphatically disagrees. Since the deal was announced in June, he has been trying to assure investors and employees that the marriage will work.

Bank mergers rarely spark this much debate.

If Norwest, the nominal buyer in what is portrayed as a merger of equals, does its job well, it would likely do more than silence the critics. It could set a new kind of merger-integration standard, very different from the one Wells set more than a decade ago when it bought and then obliterated Crocker National Corp.-culture, costs, and all.

"Are there differences between our companies?" Mr. Kovacevich asked rhetorically in an internal memo earlier this summer. "Of course there are.

"But it's a 'glass-half-empty or glass-half-full' question. Are the differences incompatible or complementary? I believe they're highly complementary."

Mr. Kovacevich, who would be chief executive officer of the new Wells in its San Francisco headquarters, has declined to be interviewed about the merger. However, in memos and speeches to employees and investors, he has noted that the companies had to be culturally different to serve their respective markets.

Wells, he said, is in mostly urban, densely populated markets that are growing and changing fast. Minneapolis-based Norwest does business mostly in modest-growth rural areas that are less diverse.

Therein lies the problem, say skeptics. The customer orientations are totally different. Moreover, it would be difficult to merge Norwest's high- touch approach with Wells' higher-tech preferences.

Norwest views banking as a people business requiring a strong sales culture. Employees are called team members.

Wells has tended to herd customers to teller machines and personal computers and to maximize returns on a low-cost basis.

"They have a fundamentally different kind of approach," said Charles B. Wendel, president of Financial Institutions Consulting. "The question is, how do you put those together?"

Culture clashes are a particular hazard among middle and lower managers, the New York-based consultant said. "If you let fiefdoms pop up, it won't be a successful deal."

On the other hand, if the management is able to blend the best of both worlds, "you have a much stronger organization," Mr. Wendel added.

David A. Daberko, chairman of Cleveland-based National City Corp., said melding cultures is difficult in any merger. Mr. Daberko has never been through a merger of equals, though he closed on the acqusition of $22 billion-asset First of America Bank Corp. in March.

"Cultural differences are really a challenge," he said. "I just think a merger of equals has got to be a lot harder than what we've been through."

Mr. Kovacevich insists the talk of cultural differences is overblown. Risks of botching the merger are minimal, he has said, and earnings estimates are conservative. He has said the future Wells will be "the financial services equivalent of a transcontinental railroad."

Mr. Kovacevich would like people to believe it will be a true combination of the two partners. It may well look like Norwest in small towns and Wells Fargo in the metropolitan areas.

Mr. Kovacevich has been signaling that there will be little change to the Wells banking model in California, said Joseph Duwan, an analyst with Keefe, Bruyette & Woods Inc.

Mr. Duwan said both companies indicated they were fine-tuning their approaches to different customer groups. Wells was attempting to improve upon its service in small communities, while Norwest was trying to develop a more efficient big-city banking model.

Some analysts noted that Norwest will save money by not having to develop Internet banking products. It can leave that to Wells, regarded by some as the premier bank in that field.

Doubts exist because Norwest has never before been involved in a merger of such magnitude. The biggest deal it has completed was for $5.5 billion- asset United Banks of Colorado Inc. in 1991.

Some analysts brush that aside. Except for its California bank, Wells Fargo's various state operations are pretty much the same size as those Norwest has absorbed "dozens of times over the past decade," said Sandra Flannigan, an analyst with Merrill Lynch.

Outside of California, Wells operates in Arizona, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, and Washington.

Ms. Flannigan said the merger-execution risk and concerns about corporate cultures are "overdone." She encourages investors to ignore near- term uncertainties.

Some longtime Norwest admirers are reserving judgment.

"There was a fair amount of skepticism on the Street," Mr. Duwan said. "There is still somewhat of a show-me attitude."

Lingering in observers' minds is Wells' experience with First Interstate Bancorp. Poor performance in post-merger integration led to revenue shortfalls that some say forced the San Francisco company into Norwest's arms. Most of the problems occurred outside of California.

Mr. Kovacevich puts a positive spin on the First Interstate experience. It produced "valuable" if "painful" lessons, he has said.

David Payne, chairman and CEO of Westamerica Bancorp., a $3.8 billion- asset company in Suisun City, Calif., fears the power of a well-integrated Wells and Norwest.

Norwest's focus on customer service would make the new company more competitive with smaller organizations like his, he said.

Michael A. Bauer, a Norwest bank president in Iowa before he started Quad City Bank and Trust four and a half years ago in Bettendorf, Iowa, also thinks the merger will prevail.

"It is hard for me to believe the culture Kovacevich has worked so hard to create over the years will disappear," Mr. Bauer said.

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