On Tuesday, the day after SunTrust Banks Inc. announced its agreement to buy Crestar Financial Corp., workers began wheeling the Pepsi machines out of Crestar's Richmond, Va., headquarters.
Coca-Cola products moved in, and there was symbolism in that.
SunTrust holds $4.2 billion of Coca-Cola Co. stock and is a close corporate friend of its Atlanta neighbor. The Coke machines are a small indication of the cultural and management changes Crestar is in for-and they will be farther-reaching than many observers have been assuming, said SunTrust chairman and chief executive officer L. Phillip Humann.
Crestar "will operate under the same policies and the same philosophy, and we will end up having common everything, including a common name," Mr. Humann said in an interview Wednesday.
The next day he was on his way to Richmond to meet with Crestar's senior officers and attend a board meeting.
Mr. Humann was seeking to clear up some marketplace misconceptions about the degree of independence SunTrust might afford Crestar. When announcing their $9.5 billion stock deal, SunTrust and Crestar executives minimized the impact that the $61.4 billion-asset SunTrust would have on the Virginia, Maryland, and Washington markets in which Crestar operates.
Differentiating this transaction from other recent buyouts of Virginia banking companies, the officials said they would leave the Crestar name and management team in place, close no branches, and cut only a minimal number of employees. The transition would be virtually transparent to customers, they said.
But in the days that followed, the market pounded SunTrust's stock. A host of analysts stepped forward to question aspects of the deal, including the 31% premium over market value and how the deal would dilute SunTrust's shareholders' Coca-Cola holdings.
Some also criticized SunTrust for what they saw as a move to keep $26.2 billion-asset Crestar autonomous and at arm's length operationally.
Mr. Humann reacted angrily, saying his company's statements on the matter had been misconstrued. He and other executives will travel to New York next week to meet with large investors in an attempt to explain the deal in greater detail and counter the forces driving down the stock.
Besides addressing questions about financial aspects of the merger, he expects to provide details about the integration plan.
"We don't intend to finish this process with any redundancies whatsoever," Mr. Humann said.
That process gets under way next week when the integration of Crestar will be turned over to an as-yet-unnamed transition team. A handful of executives from both SunTrust and Crestar will meet next Thursday in Richmond to name the team, Mr. Humann said.
He said Crestar will follow the SunTrust model that combines centralized operations with local decision-making on products and services.
As at SunTrust's other subsidiaries in Florida, Georgia, and Tennessee, data processing will be centralized, though not necessarily in one location. Crestar's general advertising and marketing programs will come under SunTrust's corporate offices. Crestar product offerings will come from a common menu that all SunTrust banking centers pick and choose from. Audit and loan review responsibilities will move to SunTrust headquarters in Atlanta.
Crestar will retain local authority for such things as product pricing. Crestar managers will also have broad authority over loan decisions and will handle local public relations and marketing matters.
The semi-autonomy formula has served SunTrust well in the past, said Keefe, Bruyette & Woods analyst Harold Schroeder. He said he expects Crestar to fit into the organization smoothly, though it would be the first major acquisition in more than a decade for SunTrust.
"They're not cowboys; they're not shooting from the hip," Mr. Schroeder said. "They're very methodical and conservative. That won't change."
"SunTrust is an excellent organization," said Steven Dunlevie, an Atlanta banking attorney. "They have astute enough managers and advisers, and they will get some valuable help from Crestar, so they can accomplish it about as well as anybody."
Barry Koling, a spokesman for Crestar, said officials there are "looking forward ... to operating just like every one of (SunTrust's) other wholly owned subsidiaries."
SunTrust does plan to tread carefully in Virginia, where recent acquisitions by out-of-state competitors have roiled communities big and small with branch closings, layoffs, and service disruptions.
On the corporate identity question, Mr. Humann said: "Crestar will become SunTrust after a period of time. That will allow us to introduce our name into the market in a way that will allow customers to perceive us as nondisruptive."
He said SunTrust would begin introducing its name next year but the job might take two years.
Slow and easy would also be the pace for systems conversions. Spokesman James Armstrong said SunTrust will begin converting systems in 1999-after the anticipated closing of the acquisition in the fourth quarter of this year, and after the company feels it has addressed any year-2000 systems problems. Back-office conversions will probably not be completed until 2000, he said.
SunTrust hopes taking it slow will help it avoid glitches while exploiting opportunities from the disruption caused by acquisitive competitors.
The company is well aware of the lengths financial institutions go to take advantage of turmoil. In Florida, SunTrust sought to gain from NationsBank Corp.'s purchase of Barnett Banks Inc. with advertising designed to strike fear in the hearts of Barnett customers. One ad read: "When takeovers happen, big problems usually follow."