CHARLOTTE. N.C. With this summers proxy fight behind them and their merger just days from closing, executives at First Union Corp. and Wachovia Corp. say they are working deliberately and methodically to engineer the biggest transition either company has tried.
As early as today the companies could begin internally announcing the appointment of about 97 second-level executives, from treasurer to head of retail banking, to key jobs in the new companys investment bank. They will join 14 other top-ranking executives who have already been named, including Wachovia chief L. M. Bud Baker Jr., who becomes chairman, and First Unions G. Kennedy Thompson, who will be president and chief executive.
The fast-track approach to naming management bears a perhaps intentional resemblance to that of J.P. Morgan and Chase Manhattan, which merged on Dec. 31 to form J.P. Morgan Chase & Co. Those companies had most of their top two layers of management in place well before the closing date. First Union and Wachovia faced an obstacle that Morgan and Chase merger did not namely, an aggressive bid by an interloper, SunTrust Banks Inc. of Atlanta but still managed to lay the groundwork for integration.
As early as this Saturday they will sign papers to complete the merger and formally create the nations No. 4 bank, with $328 billion of assets and 19 million customers from Connecticut to Florida. While First Union will be the surviving corporation, the new holding company will take the Wachovia name; shares will trade on the New York Stock Exchange under the symbol WB.
Though final decisions on many points are weeks or months away, others have already been made. They include:
Giving customers immediate free access to all 5,100 of the new Wachovias automated teller machines.
Replenishing staff at First Union branches that were thinned out during the companys Future Bank initiative begun three years ago.
Adopting Wachovias customer service model alongside First Unions branch sales strategy, which includes putting licensed financial advisers in branches.
Quickly re-branding the investment banking business with the Wachovia name.
Still ahead are crucial decisions about a broad range of issues including business models, products and systems. The choices could determine whether customers and employees stick with the new Wachovia or flee to competitors as happened after First Unions 1998 acquisition of CoreStates Financial Corp. of Philadelphia.
The goal, which executives from both banks repeat like a mantra, is not to lose sight of customers.
Were a big bank, and well be a bigger bank when this is all over. In many ways, we want to come across like a local bank, said Benjamin P. Jenkins 3d, a First Union vice chairman who runs First Unions general bank and will have the same role in the new Wachovia.
Mr. Jenkins and fellow executives say the new company is taking shape faster than they had anticipated, especially given the unexpected distraction of fending off SunTrust.
Theyve moved quickly, said Michael Mayo, an analyst at Prudential Securities. I think they probably feel more pressure than usual, given the acquisition history of First Union and the SunTrust alternative offer.
To reach their goals, Mr. Jenkins said, he and his colleagues are trying to marry Wachovias reputation for customer service and relationships with First Unions sales strategy, taking the best people, systems, and ideas and combining them. We believe we can build a company that provides stellar service and has strong sales and distribution capabilities, he said.
SunTrust officials and some analysts questioned whether business cultures at First Union and Wachovia might hinder a merger, but the two are a good match, Mr. Jenkins said.
We thought the overlap was pretty small. But as we talked about how we do business, we realized the overlap was very large, he said.
For First Union, joining forces with Wachovia offers yet another chance to recast itself as more friendly to customers after its disastrous Future Bank branch overall that began in 1998. Though officials say they intended the initiative to broaden customers choices, many were turned off by what they perceived as an effort to push them away from personal service and toward telephone, Internet, and ATM banking.
Mr. Jenkins said the multichannel approach is as important as ever, but the combined bank will take a page from Wachovias book by continuing to add more personnel in branches. You have to staff the offices very well, he said. We were probably too thin on the staffing.
The companies are repeating promises to take the transition slowly methodically, deliberately, in the words of First Unions David Carroll, the co-head of merger integration. And they have the luxury to do that: Analysts and executives say the low premium that First Union paid for Wachovia (just 6% when the deal was announced) means they are not under pressure to cut costs in a hurry.
Meanwhile, the banks also are studying other ideas that will help them maintain or improve service, bring in new revenues, or trim more costs than the $890 million already forecast for the next three years. The cuts include elimination of 7,000 jobs, half of them through layoffs.
As the companies look for a projected 250 to 300 branches to close, they also may consider replacing pairs of smaller, older branches near one another with a single new branch, according to Mr. Carroll.
In areas where the banks have two branches close together, Mr. Jenkins said some retail branches could be converted into banking centers for commercial customers only. First Union executives already have praised some of Wachovias employee incentive and service programs, which could help the Charlotte company better itself in an area where it has been criticized following previous mergers.
Among those mentioned is Wachovias Mystery Customer program, which recruits customers to shop and then evaluate tellers, and sales and customer service people. We have a lot to learn from Wachovia, because the service reputation is so strong within the customer base, Beth McCague, First Unions head of customer service excellence, said in a recent employee newsletter.
Mr. Carroll said in an interview last week the companies also have finished the critical systems work that is a prerequisite to merging: writing programming necessary to convert Wachovias financial data to First Unions main bookkeeping system.
Another key event will come in early to mid-October, when another 800 to 1,000 tier 3 executives are to be appointed. That will give the company a chance to start building and rebuilding, all the while keeping an eye on how changes will be received in the marketplace, Mr. Carroll said.
The way I look at this is thats a thousand decision-makers, he said. Having more than 1,100 top executives in place within two months of the closing date, In our experience, thats pretty quick.