SunTrust, Crestar Gear Up for Nitty-Gritty of Merging

Now the real work begins for SunTrust Banks Inc.

With the road show for investors over, SunTrust of Atlanta is setting out to make Richmond, Va.-based Crestar Financial Corp. one of its own.

Last week the two companies, which unveiled their $9.5 billion merger deal in July, named a group of four key executives to oversee the consolidation.

They are John W. Spiegel, SunTrust's executive vice president and chief financial officer; Don Heroman, SunTrust's senior vice president and treasurer; James M. Wells 3d, Crestar's president and chief operating officer; and C. Garland Hagen, Crestar's executive vice president/corporate development.

Each will form his own team to handle a variety of merger-related issues. Their focus is melding Crestar's culture, work force, and operational structure into the conservative and partly decentralized SunTrust.

Even as the team begins its work, $61.4 billion-asset SunTrust has yet to convince some that the Crestar purchase is a good idea.

Indeed, the lack of consensus among analysts marks the SunTrust-Crestar coupling as unusual among recent bank deals.

SunTrust's stock has lost more than 20% since the merger deal was announced.

"They've got something to prove," said Moshe A. Orenbuch, an analyst with Sanford C. Bernstein.

The merger implementation plan is scheduled to be completed and approved by Nov. 1, in line with SunTrust's goal of completing the transaction by yearend.

Over all, the company expects to spend about $200 million on merger- related activities, including $100 million in severance and retention costs and $45 million to convert bank operations.

In exchange, SunTrust said it can wring about $62 million in cost savings out of Crestar in 1999 and $86 million in 2000. And the company believes that Crestar would add $21 million in incremental pretax income in 1999 and $28 million in 2000.

"This isn't blockbuster stuff," said Josephthal & Co. analyst Frank J. Barkocy. "But there are income opportunities."

These include cross-selling SunTrust products to Crestar customers in Virginia, Maryland, and Washington-virgin territory for many SunTrust offerings. SunTrust has an array of corporate finance products and other sophisticated financial services that can be marketed to Crestar customers, said James Armstrong, a SunTrust spokesman.

In addition, both companies have strong trust and mutual fund sales operations that can build on one another, he said.

There are also some areas where Crestar may teach SunTrust a new trick or two. Crestar's national student loan program would bring a new specialty to SunTrust. The banking company said it had shied away from launching that business on a large scale because it would not be profitable within its decentralized structure.

Crestar, by contrast, has racked up $1.1 billion in government guaranteed student loans and it has recently begun to offer nonguaranteed loans.

"They are a leader (in student loans)," said William O'Halloran, SunTrust controller. "That will be a whole new thing for us."

Crestar, the 22d-largest mortgage lender, would bring to SunTrust a wholesale mortgage origination capability with more than $10 billion in annual production and a servicing portfolio of more than $15 billion-a capability that exceeds that of the much larger SunTrust.

"We both have significant mortgage generation machines, but their national presence will certainly help us," said Mr. O'Halloran.

Equipment leasing, a recent start-up for Crestar, is also something SunTrust is eyeing with interest. The fledgling operation has more than $200 million in its portfolio and expects to hit $350 million in leases by yearend.

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