Some executives like to bask in the spotlight when they announce their latest acquisitions, but not Benjamin W. Rawlins Jr.
The chairman and chief executive of Union Planters Corp., who has completed more mergers than just about anybody in banking, shuns publicity.
Mr. Rawlins' picture has never appeared in his company's annual report, despite urging from his staff. And rather than tour the conference circuit and speak about how he pulled his company from the abyss in the mid-1980s, he chooses to ride his powerboat along the Mississippi River and read novels by James Fenimore Cooper or biographies of Winston Churchill (he has read six).
Indeed, Mr. Rawlins is generally reluctant to discuss anything about his company or the banking business. His observation that "the credit cycle has not been repealed" was as close as he got to revealing his philosophy on banking during a nearly two-hour interview. But he's more open, veering toward witty, when discussing how to approach a Fenimore Cooper novel.
"You have to read a chapter or two to get the mind for his sort of writing," he says, acknowledging that Cooper can be tough going. "It's wonderful writing, but certainly not exclusively wonderful."
Though Mr. Rawlins maintains a low profile, his aggressive acquisitions have built Union Planters into one the nation's fastest-growing banking companies-one large enough now to attract the attention of such bigger fish as Banc One Corp., analysts say.
Since 1991, Union Planters has completed 49 mergers - more than any other banking company except Norwest Corp., according to SNL Securities - and 12 more are in the works. These mergers would increase assets 55%, to $28 billion from $18 billion.
At yearend Union Planters was the 39th-biggest banking company as measured by market value; back in 1991 it was not even among the top 100. From its Tennessee roots the company has grown into a community banking empire that stretches from Houston to St. Louis to Miami.
But Mr. Rawlins seems to hold few ambitions to build nationwide. He says Union Planters can "build value for shareholders" by making acquisitions where it already operates.
For years that meant buying community banks in Tennessee and elsewhere in the South. But in February the company announced it would acquire Magna Group of St. Louis for $2.3 billion; the deal would greatly expand the company's presence in Missouri and put it in Illinois and Iowa for the first time. Just this week the company has agreed to buy branches in Florida and made another deal in Illinois.
The Magna deal has won the applause of the investment community for extending Union Planters into the Midwest. As soon as that deal is done-and Mr. Rawlins wants it closed a quick four months after announcing it-the company will probably go on the prowl again, assuming it hasn't sold to someone else. "We want to hit the ground at full speed next year," Mr. Rawlins said.
Founded in Memphis in 1869, Union Planters has a turbulent history. The company has run into trouble several times, most recently in the mid-1980s, shortly after it followed a path many are pursuing today and got into the broker-dealer business. When Union Planters lost $18.7 million in 1984 it summoned Mr. Rawlins, who had joined in 1974 but resigned in 1982 because he disagreed with its new business endeavors.
He returned the company to old-fashioned deposit-taking and lending, and added a new twist of growing by buying other small, traditional banking companies. The broker-dealer business was spun off in 1991.
The balance sheet was purged of exotica, particularly syndicated real estate loans, and indeed most big loans of any kind. Chief financial officer Jack W. Parker says that today, the company has only one credit of $35 million, and only 20 above $15 million.
The acquisitions are born of necessity, analysts say, because without acquisitions, Union Planters' conservative balance sheet provides for little internal, organic growth.
"Union Planters is perfectly happy to buy banks that are the only ones in town-that's high-margin business," said Morgan Keegan & Co. analyst Christopher Kelley. "But there's not much growth in those community banks. So if Union Planters is to grow, it has to keep buying."
Playing this game requires utmost focus and discipline-a willingness to close as many branches and fire as many people as necessary to make the merger add to company earnings.
Mr. Rawlins recalls how his company bought two thrifts in Nashville in 1992 and closed all but three of the 23 branches it acquired. And when Union Planters closed its purchase of Leader Financial Corp. on a Friday in 1996, all the old company's signs were gone by Monday, Mr. Kelly said.
When it comes to arranging mergers, Mr. Rawlins prefers to delegate much of the work to his top lieutenants: chief operating officer Jackson W. Moore and Mr. Parker.
Mr. Parker is the numbers cruncher, the man who analyzes every prospective deal to make sure the merger will add to earnings.
The two do most of the hardball negotiating and check the books of potential partners. Mr. Rawlins is usually not around until just before the deal is done, say people who have represented companies that sold to Union Planters. Mr. Rawlins says he meets most managements of the companies he acquires on a "greeting day" after the deal is announced.
Around Memphis, Mr. Rawlins is seldom seen or heard from. He is rarely mentioned in the local newspaper or business journal. That may be in part because in 1994 he moved the company's headquarters from downtown to an anonymous office park on the fringes of the city.
He did serve as chairman of the local chamber of commerce, but it was another Union Planters executive who came to New York recently as part of business group seeking to move the Grammy Awards ceremony to the city of B.B. King and Elvis.
In keeping with Mr. Rawlins' distaste for the public eye, Union Planters is known among Wall Streeters for being a well-run banking company that tells as little about itself as legally possible. One analyst said it has released annual reports containing comments from management but no financial information. For that data, the report said, see our regulatory filing.
Union Planters also refuses to provide hints about future earnings announcements with favored analysts. "Our attitude is, why should we do their work for them?" said one of Mr. Rawlins' aides.
Still, most analysts recommend the company's stock and see its sprawling business throughout the South and Midwest as an attractive takeover target.
For now, Union Planters is seen a buyer rather than a seller. The company is bursting with cash. It reported a whopping 15.5% Tier 1 capital ratio as of Dec. 31 and is seeking permission from stockholders to triple the amount of shares it can issue.
Mr. Parker said the company will probably never do a deal where it has no branches, because without closing duplicate branches it is hard to cut costs and make a merger beneficial to shareholders.
Still, analysts said this week's deals-for California Federal Bank's Florida branches and for Ambanc Inc.-suggest that Union Planters is setting itself up to sell.
"They are prettying themselves up for a sale so fast it's not even funny," said UBS Securities bank analyst Thomas H. Hanley.
The Tennessee company already had branches in Florida, and the $211 million Ambanc deal would expand its presence in Indiana and downstate Illinois.
"They'll make one more deal in Texas and that'll be the final prettying," Mr. Hanley said. "Then they can sell to Banc One."
Union Planters "gives Banc One exactly what they want," Mr. Hanley added, "and buying the bank would get them into Florida, where they've always wanted to go."
And Mr. Rawlins, though he is not ready to talk about selling, is looking forward to a day when he'll have more time to tour the region's famous waterways.
A few years ago, he recalls, he and his wife took a trip along the Tennessee River to the Ohio, then up the Mississippi and along the Illinois all the way to Chicago. Along the way they stopped in Ste. Genevieve, Mo., a quaint riverside town founded by French fur traders in 1735, where, it so happens, Union Planters has "a wonderful old bank," Mr. Rawlins said.
"We took that whole trip in eight days," he said. "I'd love to take two or three months to do it."
He also said he'd like to write a book about banking in Tennessee. "In my 25 years of banking, I've seen some fascinating people, and someone needs to write the history," he said.
There's no word yet on whether his picture will on the dust cover.
