MNC and NationsBank are counting on 'Rusty' Rainey for a smooth merger Technical know-how and people skills to ease transition

August 22, 1993|By David Conn | David Conn,Staff Writer

If it's true that the devil is in the details, "Rusty" Rainey has visited the seventh circle of hell.

Actually, he spends a good bit of time there. Mr. Rainey's job is merging banks, one of the most diabolically detail-oriented jobs around, and by all accounts he's one of the best. It's a byproduct of working for America's most acquisitive banker, Hugh L. McColl Jr., the chairman of Charlotte, N.C.-based NationsBank Corp.

With a low-key style, Mr. Rainey has orchestrated bank consolidations throughout the Southeast, including the 1991 deal with C&S/Sovran Corp., a $50 billion institution that almost doubled the size of what was then NCNB Corp. The new entity was renamed NationsBank.

His latest task: melding $16 billion MNC Financial Inc. into NationsBank, the nation's fifth-largest bank, with $124 billion in assets.

Certainly the MNC acquisition is not Mr. Rainey's biggest merger -- but like the others, any misstep could be costly.

He and his 150-person merger team will help shape the careers of more than 7,500 MNC employees, as well as affect the hundreds of thousands of consumers and businesses that rely on the company and its subsidiaries, Maryland National Bank and American Security Bank.

During the next year or so, Mr. Rainey must sustain the morale of nervous MNC and NationsBank employees in the Baltimore-Washington area. He must avoid the bureaucratic, clerical and computer glitches that drive consumers away. And he must assure business customers that MNC won't be transformed into a branch of an impersonal banking empire -- even as competitors try to snatch away customers.

The bottom line: He must preserve the value of the NationsBank franchise, while cutting from 20 percent to 40 percent of annual operating costs, analysts say.

It's both surprising and yet completely understandable that such a job should be managed by someone as unassuming and polite -- mild-mannered, almost -- as Harris A. "Rusty" Rainey Jr., a 50-year-old father of three. Even people who have failed to survive the cut in a NationsBank merger shake their heads over )) his quiet charm. (The "Rusty" came from a child actor in some old movie Mr. Rainey's mother liked; he doesn't even know the name.)

"He has an unusual combination of strong technical skills and people skills," says Dennis Bottorff, chief executive of First American Corp. in Nashville, Tenn. He was among the top ranks at Sovran, survived the merger with C&S, but left after the subsequent purchase by NCNB.

"You have to be able to assess talent, because it's very important to understand who are the players that will mesh well into the new culture and new bosses," Mr. Bottorff adds. "He's very sensitive."

One example: In 1988, when NCNB bought the failed First RepublicBank Corp. in Dallas, one of the first things to go was the executive dining room. Otis Coney, a "middle-aged African-American waiter in the executive dining room," took it upon himself to ask Mr. Rainey about his future, recalls Walter Elcock, an executive vice president for personnel in Dallas. Thanks to Mr. Rainey's interest, Mr. Coney today is a successful consumer lender in a Dallas branch bank.

"You need somebody to keep the egos under control, to keep things in perspective," says Frank Bramble Sr., president and chief executive of MNC, and an experienced merger specialist himself. He helped run bank mergers first as an independent consultant, and then by folding Equitable Bank and American Security Bank into MNC.

Mr. Rainey and others credit his early years in personnel for his skill in the sticky job of managing people through a merger.

"The most sensitive piece of the process is people," says Mr. Rainey, who began his career with Virginia National Bank in Norfolk and came to NCNB in 1969. "Behind almost any question people ask in the first six months is the question, 'Am I gonna have a job?' And if the answer is yes, the second question is, 'Do I want it?' "

In 1985, Mr. Rainey got a chance to run the whole show -- the acquisition of Bankers Trust of South Carolina. At the same time, NCNB bought Pan American Bank in Miami, and he handled that merger, too, shuttling among Charlotte, Columbia, S.C., and Miami.

A couple of years later, Mr. Rainey came to Baltimore, helping to consolidate CentraBank into what was then NCNB -- a deal that led to NationsBank's small presence here today.

During those years, and subsequent acquisitions in Texas, Georgia and Virginia, Mr. Rainey and NationsBank honed the merger process that has brought them accolades from analysts and competitors alike.

And sometimes you learn from others. When C&S and Sovran came together in 1990, it was billed as a merger of equals. That proved to be the new company's undoing -- competing factions slowed the process, and the distractions kept management from dealing with problem loans that poisoned Sovran's Washington portfolio. Eventually, NCNB acquired the bank.

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