In the past year, a wave of chief executives at the biggest U.S. corporations have been fired or left under pressure. Even the venerated Jack Welch of General Electric appeared to have worn out his welcome when he said he would stay beyond the date long set for his retirement - without having named a successor - to complete the Honeywell deal. And banks have hardly been immune to the trend.
Edward Crutchfield, chairman of First Union Corp. - though he announced his resignation this year to battle cancer - is leaving in his wake earnings difficulties and a weak stock price brought on by post-merger problems. John McCoy, former chairman and CEO of Bank One Corp., left similar business woes when he quit under pressure nearly a year ago.
So it might stand to reason that Hugh McColl, chairman and chief executive of the Bank of America Corp. and its predecessors for the past 17 years, is a goner. Two years ago, at 63, he said he would stay on the job perhaps two years or more past the company's retirement age of 65 to complete the deal that brought together the NationsBank Corp. he ran and the old BankAmerica Corp. But now, six months into overtime, instead of having built the biggest and best bank in the country, he leads a struggling giant with $685 billion of assets that is suddenly taking a turn for the worse.
For the first time since he decided to stay on, earnings are stumbling badly, the stock is circling a four year-low, and an economic environment that is just turning hostile is weakening prospects for the company's principal businesses - consumer and commercial banking and investment banking. Banking observers are hardly surprised by the big slump, and the chorus of critics is growing in size and volume. Even former Bank of America directors, like Timm Crull, former chief executive of Nestle USA, and Shirley Young, a former General Motors vice president, question his leadership.
But don't bet on Mr. McColl's imminent demise. He has not named a successor and is under no pressure from his board to do so. Kenneth Lewis, the company's president and chief operating officer may be the most prominent candidate, but vice chairman James Hance is his peer by many measures.
To be sure, the chief executive could even finish with the stock and earnings soaring. He has ambitious plans for growing revenues. Through Mr. Lewis and Mr. Hance, the company is developing national brand loyalty with a $100 million advertising campaign, attracting more business with state-of-the-art high-tech banking facilities and e-commerce, expanding its brokerage corps, increasing money market account rates, and offering a broader range of products and services to businesses and individuals than can be offered effectively elsewhere.
It's a formidable arsenal, particularly given the capital resources behind it, and Mr. McColl is backing his bet with big money up-front. Now, however, the pressure is on to deliver.
"The bank needs to show several quarters of strong, consistent, top-down growth, and they haven't done that," says Catherine Murray, a banking analyst at J.P. Morgan Securities.
Skepticism that the Charlotte, N.C., company can rack up solid gains through internal growth, as it did through acquisitions, remains high. Mr. McColl has never proved he can build a company from within, and more than two years after the BankAmerica megadeal put him on top of the banking world, he is still fighting fires he had long been expected to have put out.
"They need to 'fess up to their problems first," said Nancy Bush, a banking analyst at Prudential Securities.
The problems are as old as merger costs and as new as credit-quality worries, and Mr. McColl, in amassing power, wealth, and influence, has been at the center of them.
At the start, he turned the NationsBank-BankAmerica merger of equals into a contentious Tar Heel takeover. As Mr. McColl accepted his first long-term job extension instead of keeping to Bank of America's retirement policy, then won a compensation package of $76 million that made him by far the highest-paid banker last year, senior executives and directors, mostly those who had come over from BankAmerica, fled or were fired.
Mr. Crull, who quit in disgust as a Bank of America director at the annual meeting in April, when his term expired, said that Mr. McColl "doesn't like to be challenged, so he surrounds himself with his people."
NationsBank veterans claimed every top executive post, and the first truly national banking company assembled a board that has the down-home flavor of a Carolinas social club. Most of its 18 members come from North or South Carolina and are said to be loyal to Mr. McColl, a small town native of the latter and a graduate of the University of North Carolina at Chapel Hill.
"You have to wonder if the board has the stature to run a company this size," said Ms. Young, who said she was "summarily dismissed" as a Bank of America director after expressing concern that the company did not meet even minimum standards of corporate governance.
Management definitely has had its hands full, and there is evidence that this is the result of Mr. McColl & Co.'s struggle to succeed on a national stage.
A pattern of rosy projections, which were tripped up by unexpected charges, strategic flip-flops, missed growth targets, and massive layoffs, has buffeted the Taj McColl, as the bank's 60-story Charlotte headquarters is nicknamed. Fear of the unknown undermines earnings quality and has been compounded by Bank of America's effort to increase revenues while appearing to hold lower reserves than necessary to account for business that could go bad.
In recent weeks, earnings expectations were hit twice by news that some loans were not likely to be repaid. Last week, the stock's price hit a four-year low of $36.31 - more than two-thirds off its high of $87.9385 in July 1998 - when the company said it expected fourth-quarter earnings would be about 85 to 90 cents a share, a drop of nearly 30% from the previous year.
Bank of America's valuation miseries also included a price-earnings ratio of about 8, down from more than 20 two years earlier and the lowest of any major banking company.
Survivors at the company face yearend bonus cuts because of the profits squeeze, and departing employees (since the merger Bank of America has announced plans to cut about 30,000 jobs, or 20% of its work force) complain about the distant "goobers" who run the company.
But the harshest criticism is reserved for the 5'6" chief executive, who is referred to disparagingly as Little Mac. Since Mr. McColl said in October 1998 that he would stay on two or more years beyond his 65th birthday, his leadership has increasingly been called into question.
The criticisms ranged from the measured, like those of Mr. Crull and Ms. Young, to the vituperative, like those of Tom Brown, a vocal bear on banking stocks, who runs Second Curve Capital, a New York hedge firm and has publicly issued the battle cry: "Throw the bums out!"
Mr. McColl remains above the fray and has even muddied the succession waters. He calls both Mr. Lewis and Mr. Hance his viceroys. Each got about $24 million in compensation last year. They handle the day-to-day operations and are both directors of the company.
Mr. Lewis has the chief operating officer title, which gives him the edge among Wall Street analysts in succession debates, though Mr. Hance actually got about $10,000 more money last year.
Mr. Hance is the smooth outside promoter, and Mr. Lewis is the rough, inside numbers driver. Last week at a Goldman, Sachs & Co. conference, where Bank of America issued its most disturbing earnings announcement, the two execs delivered the painful message together.
While some banking analysts said they think Mr. Lewis will take over after the next annual meeting, Scott Scredon, a spokesman for Mr. McColl, said the chief executive stands by his decision to stay on, possibly beyond June 2002.
None of this bodes well for pulling Bank of America together anytime soon, because Mr. McColl & Co. must contend with a potentially difficult transition in the banking cycle.
When the company's tumult began, it was operating in the best financial environment. Inflation and interest rates were low and going lower. The economy was incredibly healthy, and the stock market was soaring.
But two years into Bank of America's troubles, those ideal conditions are fading, and while every company is confronting the same environment, it's shaping up to be a bigger problem for Bank of America than for many of its competitors on several fronts.
Its commercial and consumer banking base is more sensitive to economic volatility than many other big banking companies, which have done more to diversify than Bank of America, and the company must count on interest rate cuts for any chance of substantial earnings gains.
Investment banking, its second most important business, is forced to play catch-up after a major round of industry consolidation this year left Bank of America further behind. The chances of adding diversity or muscle through a major acquisition are long shots, too. The company cannot afford a major purchase, because its stock is priced too low to give in exchange.
In all, Mr. McColl will have to do a lot better than he has done so far, under more trying circumstances, before investors buy into promises that are now two-years stale.
Michael Mayo, a former bank analyst for Credit Suisse First Boston, who long had a "buy" rating on NationsBank, but gave Bank of America a lesser rating, said that BankAmerica and NationsBank "bit off more than they really expected to" when they merged. "This was 10 times larger than their last acquisition, and together they weren't connected. It's a mishmash."
Neither Mr. McColl nor any of the current directors or senior managers would comment for this story, according to Mr. Scredon, and direct calls to many of them were not returned.
But C.D. "Dick" Spangler, the company's largest individual shareholder, who is a former board member and the husband of a current director, dismisses any criticism of Mr. McColl, his friend and neighbor of four decades.
"I never sold a share, nor do I intend to," he said. "I don't think the final chapter has been written. Hugh's staying on is not a personal thing. He's doing what makes sense. This was a very large acquisition, and he's still building management confidence. Anyone who just looks at the last two years has no sense of history."
Indeed, Mr. McColl, the son of a banker from Bennettsville, S.C., was weaned on takeovers at NationsBank, where he started his career in 1959 after leaving the Marine Corps. At about that time the company, then called American Commercial Bank, coincidentally launched a growth-through-acquisition strategy.
It was not long before Mr. McColl was picked out as someone who fit right in with the company's aggressive tactics. He simply delivered the goods, increasingly so as he moved up the chain of command. Among his coups was to snatch up Raleigh's Bank of North Carolina in 1982.
Bank of North Carolina's chairman just happened to be Mr. Spangler, and Mr. McColl snatched him away from a ski vacation to get the deal done.
Tom Storrs, Mr. McColl's predecessor and mentor, said he "was very quick, very bright, and he knew how to lead."
By the time Mr. McColl got the top job in September 1983, making acquisitions had long been an integral part of the company's culture. NCNB Corp., as it was then known, was the home of the "Pac-Man bankers," named for the video game featuring creatures that gobbled up their foes, and Mr. McColl became the hungriest of them all.
During his first 12 years at the helm, the company acquired 49 banks and expanded outside the Southeast into Texas, and its assets rose more than 1,200%, to $170 billion. By 1995 NationsBank, as it was then named, was the third largest banking company in the country, behind Citicorp and BankAmerica.
His reputation spread far beyond his regional roots and acquired a larger-than-life quality that his predecessors, Mr. Storrs and Addison Reese, with a mere 23 acquisitions between them, never had. If Mr. McColl is not the father of the warrior-banking chief image, he helped in its development.
A photo shows a beaming Mr. McColl and several other executives celebrating an acquisition in Florida by recreating the Iwo Jima flag-raising scene with the state's flag. He is the only executive wearing a battle helmet.
According to the book "McColl: The Man With America's Money" by Ross Yockey, Mr. Storrs was angry over the showboating, but there was no stopping Mr. McColl.
As chief executive, he often spoke of his two years of Marine Corps experience when talking about his leadership style. Rewards for good service included crystal grenades, and following orders counted mightily. "He prized loyalty," Mr. Spangler said.
The executives and directors at Mr. McColl's side, if not all lifers, were with him a long time.
"He had great regard for the Marine Corps," Mr. Storrs says now. "And there was something of the military tradition. I served in the Navy, and Addison Reese, my predecessor, served in the Air Force."
Among the men - and they were only men - directly under Mr. McColl, the most important was Mr. Lewis, a no-nonsense Georgian and son of an army sergeant, who had joined the company in the 1960s and eventually followed Mr. McColl as president. He was the first person the chief executive called on to whip an acquisition into shape, often through layoffs and other cost-cutting measures.
Another was Mr. Hance, a relative newcomer who had worked with the company as a Price Waterhouse accountant before joining it in 1988.
Anchoring the board was W.W. "Hootie" Johnson, who became chairman of its executive committee in 1986, when Mr. McColl acquired the slumping State Bank and Trust of Columbia, S.C., which Mr. Johnson ran. A banker's son like Mr. McColl, Mr. Johnson was a hunting and golfing buddy of the chief executive.
Other longtime board loyalists included Charles Coker, chairman of Sonoco Products Co. of Hartsville, S.C., who was a member of the executive committee, and Alan Dickson, chairman of Ruddick Corp. of Charlotte, who was a member of the compensation committee. Both joined the banking company's board in 1969 and, with Mr. McColl, were members of Sonoco's board.
Mr. McColl's position also gave him broad influence in Charlotte, where he became emblematic of the New South as a supporter of civil rights and the arts, particularly the symphony.
He was also instrumental in literally shaping the city. He built the company's 871-foot tower, the tallest building between Philadelphia and Atlanta, and invested hundreds of millions of dollars of Bank of America's funds into redeveloping the downtown area, which helped turn the relatively small city into a major financial center.
Yet beyond acquiring power and influence for the company, Charlotte, and himself, the payoff was harder to define. The company's stock took off during the 1980s, and Mr. McColl's sweep through Texas, where he made one acquisition after another in a state coming back from a disastrous economic slump earlier in the decade, did not hurt the shares.
But in the first half of the 1990s Mr. McColl went bottom-feeding for an odd collection geographically and financially. Fighting off the effects of the 1990-1991 recession, the company did little or nothing to increase its stock price, earnings, or profitability.
If Mr. McColl had any concerns about big being better, though, it had no effect on his acquisition strategy. Quite the contrary, he was only just warming up and looking to acquire class with mass.
As easy as one-two-three, in 1996 he acquired Boatmen's Bancshares of St. Louis, which extended his reach into the expanding Southwest. Then the following year he added Barnett Banks Inc. of Jacksonville, Fla., the largest banking acquisition ever at that time, and Montgomery Securities of San Francisco, the company's first significant foray into investment banking.
All three additions were solid performers when they were acquired, and the timing could not have been better. The second half of the 1990s produced one of the best environments ever for financial companies. Economic growth was putting up record numbers. Hundred-billion-dollar quarterly gains in the gross domestic product were common. Inflation was at single-digit lows not seen in decades. Interest rates, low and steady at 5.25% in 1995, dipped the following year and again in 1998.
Best of all, Mr. McColl was in the right markets. His company was expanding across the Sun Belt, the fastest growing part of the nation. Good times for banks gave NationsBank the potential to do even better than the competition. In fact, while many banking company shares were doing well, NationsBank stock's more than tripled from 1995 to 1998, and Mr. McColl was saving his biggest and sunniest act for last.
In April 1998 he and David Coulter, chief executive of BankAmerica, announced that the two companies were merging. Mr. McColl became CEO of the new Bank of America, and Mr. Coulter became its president and Mr. McColl's designated heir.
The deal gave Mr. McColl a national empire of branches in 21 states and top market share in eight of them, including, Florida, Texas, and California. As always, the company's potential lay in cutting costs and branding a cornucopia of products for national consumption to pump up revenues.
That, at least, was the promise of the marriage, and the honeymoon lasted all of three months.
In August 1998 the turmoil began and continues to this day. BankAmerica racked up $220 million in losses on Russian bonds, and third-quarter earnings plummeted. A month later Thomas Weisel, Montgomery's chief executive, quit after losing control of businesses Mr. McColl had promised would remain under his management. That started a costly mass exodus of 1,000 of 1,400 employees from Montgomery, now Banc of America Securities.
However, the worst came in October 1998, when BankAmerica lost $372 million from an investment with the New York hedge fund D.E. Shaw. Mr. Coulter took the fall for the loss when Mr. McColl fired him.
The contentiousness wracking the company reached the board level at the end of the month in Charlotte. In the first meeting of the five-member executive committee, Mr. Johnson said that Mr. McColl could stay on at least an extra two years past retirement age. Mr. Coker said he supported the extension, but Mr. Crull and former BankAmerica chairman Richard Rosenberg, both BankAmerica veterans, protested.
Mr. McColl, the fifth member, was not there, but his absence spoke volumes.
"We have the votes," Mr. Johnson said in what proved to be an understatement. The next day Bank of America announced, after apparently smoothing over any resistance, that its chief executive had accepted the extension by unanimous consent of the full board.
Within a year and a half, Mr. McColl had all NationsBank veterans in the senior management posts. Mr. Lewis took over Mr. Coulter's job and board seat. Four other veteran BankAmerica directors - Mr. Crull, Mr. Rosenberg, Ms. Young, and Michael Spence, former dean of the Stanford Business School - also departed, and Mr. McColl loyalists filled 14 of the board's 18 seats.
The merger is complete, and management issues are finally behind him, but Mr. McColl still has not put the combined operations in order. Unexpected charges from the Russian bond debacle, repeated merger-related costs, auto leasing losses, and loan write-offs continue.
Mr. McColl's contrarian views on reserves also contribute to doubts about the quality of earnings. Over the past year nonperforming assets have grown 49%, while loans have grown just 11%. That suggests that more loans are less credit worthy, but loan-loss reserves have actually dropped nearly 5%. Had the reserves gone in the same direction as nonperforming assets, the company's earnings would be substantially lower.
"The bank has used loan-loss reserves as a source of earnings maintenance," says Thomas Theurkauf, a banking analyst at Keefe, Bruyette & Woods Inc. of New York. "To the extent it has, is somewhat unique to Bank of America, and they could have a lot of making up to do if nonperforming assets continue to rise, as the bank says they will."
Mr. McColl and Co. also face tougher times with investment banking. While fees for the first three quarters are up from last year for Banc of America Securities, the third-quarter figures were down, according to Thomson Financial Securities Data. With the market slumping and consolidation ramped up this year, the prospects for the future do not appearing promising.
Credit Suisse First Boston, which acquired Donaldson, Lufkin & Jenrette Inc., Chase Manhattan Corp., which is buying J.P. Morgan, and UBS AG, which recently bought Paine Webber, are pushing Banc of America Securities further from the top. The unit ranked a mere 13th in fees for the third quarter and 12th for the first three quarters.
"It's a more challenging environment," said Michael Murray, who until June was Bank of America's head of investment banking. "You start off with seven firms ahead of you. We thought we could catch DLJ, but now they're gone."
Meanwhile, Edward Brown 3d, Mr. Murray's successor and the most recent NationsBank veteran to join the senior executive ranks, is reportedly talking about focusing on the middle market while still slugging it out with the bulge-bracket elite.
Nonetheless, there are people who think Mr. McColl will triumph in the end, and they are not all from the Southeast.
Former Boatmen's chairman Andrew Craig said there was no cultural clash at the top between him and Mr. McColl. "The bank's in good hands."
His remark resonates with John McCoy, the former CEO of Bank One Corp. of Chicago, who announced his biggest merger, between Banc One Corp. and First Chicago NBD Corp., on the same day Mr. McColl reported his deal with BankAmerica. Mr. McCoy's merger put him out of a job, but he said he does not see the same fate for his onetime rival. "He's a smart guy, and the bank has a magnificent franchise."
In fact, the last point may be the key to what happens with Bank of America.
California, Texas, and Florida will be important battlegrounds for the company to win more business. For example, Bank of America is trying to narrow the gap between the growth in money market funds (16%) and money market accounts (5%) over the past six years. This quarter it increased its money market account rates in the state and has added $300 million of deposits.
Still, as with so many things, Mr. McColl has a long way to go.
At a black tie dinner in October before the Economic Club of Chicago for a 1,000 members and their guests, Mr. McColl exuded the confidence for doing any job. Appearing crisply commanding in his tuxedo, the silver-haired chief executive ranged easily from his days as a young marine, when "the most action I saw was around the poker table," to his political view that "the power of leadership resides in individual conviction, not party ideology".
He spoke of the bank he built that extended "from sea to shining sea" and wound up by saying. "We will make no small plans."
The trouble though, more than ever, is carrying them out, and perhaps, even with Mr. McColl, time is running out.
