| "...Wall Street buys into whatever earnings figures management feeds it." [analyst, reacting to First Union's second recent sharply downward revision of earnings eastimates] 
 May 26, 1999
 
 MARKET PLACE
 
 Warning by First Union Draws Heap of Scorn
 
 By TIMOTHY L. O'BRIEN
 
 In glitzy, futuristic television advertisements, First
 Union Corp. has been proudly promoting itself as
 "The Mountain." But the ground beneath that
 mountain is trembling.
 
 First Union, the nation's sixth-largest bank, which
 was built through pricey, rapid-fire acquisitions,
 stunned investors and employees Tuesday when it
 warned that profits for the second quarter and the
 year would fall far below previous estimates and that
 1999 would be less profitable than 1998. It was the
 second time this year that the bank, based in
 Charlotte, N.C., has had to revise its earnings
 estimates sharply downward -- leaving the bank's
 credibility in tatters, its financial outlook clouded
 and its ability to remain independent in doubt.
 
 "For years I complained about the prices they paid
 for acquisitions, but I always said they ran a good
 bank," said Thomas Brown, a money manager with
 Tiger Management in New York. "But now they're
 having serious problems running the basic bank --
 the wheels are coming off the cart."
 
 The bank, citing difficulties generating revenue and
 looming problems in its loan portfolio, said earnings
 for the year would be $3.3 billion to $3.4 billion, or
 $3.40 to $3.50 a share. Those figures are well below
 revised projections made by the bank in January that
 caused bank stock analysts to lower their estimates
 to $4.02 a share for the year, from $4.29. Last year,
 First Union earned $3.7 billion, or $3.77 a share.
 
 The stock market was unforgiving Tuesday. In
 almost seven times the normal trading volume, First
 Union shares plunged 8.6 percent, to $45.625, the
 biggest drop in eight years and well below the stock's
 52-week high of $65.9375.
 
 First Union, along with its rival, Bank of America
 Corp., has been one of the most free-spending
 acquirers in banking. Its acquisition spree has
 contributed to a merger boom that has put the bulk
 of the country's banking assets at a handful of banks
 with national ambitions.
 
 So heated is the competition between First Union's
 chief executive, Edward Crutchfield Jr., and Bank of
 America's chief executive, Hugh McColl Jr., that
 each appears to be trying to outdo the other with ever
 bigger purchases. Their rivalry even extends to
 dueling skyscrapers. First Union is building a
 30-story office tower in Charlotte and has hinted that
 a 100-story tower may be on the way. Bank of
 America is busy erecting a 45-story skyscraper in
 Charlotte.
 
 But the towering First Union facade cloaks a failure
 to attain the financial goals promised in its merger
 binge, mounting managerial woes and low morale
 amid the layoff of thousands of workers -- layoffs
 deemed necessary for the bank to meet earnings goals
 associated with acquisitions.
 
 First Union's $17 billion takeover of Corestates
 Financial Corp. last year was one of the most
 expensive in banking history relative to the size of
 the target. First Union acknowledged Tuesday that a
 financial payoff from that merger "lags original
 expectations."
 
 Last year, First Union also bought Money Store Inc.,
 which lends to people with troubled credit histories,
 for $2.1 billion. In a maneuver criticized by many
 stock analysts, First Union later took a $2.2 billion
 "accounting adjustment" for the takeover that
 allowed it to spread the cost of the acquisition over
 25 years and thus avoid an earnings hit. First Union
 said Tuesday that the Money Store acquisition had
 also disappointed.
 
 Nonetheless, until earlier this year many analysts
 were willing to give First Union the benefit of the
 doubt and accept earnings projections proffered by
 the company.
 
 "This is a tale of ego run amok," Brown said, "and it
 says a lot about how easily Wall Street buys into
 whatever earnings figures management feeds it." He
 was referring to the ego of Crutchfield, who once
 derided Brown as "that little red-haired boy" and
 banned the stock analyst from company headquarters
 because of Brown's skepticism about First Union's
 acquisition strategy.
 
 Other analysts were also critical Tuesday of First
 Union's performance. "This company has squandered
 its credibility with Wall Street," said David Berry at
 Keefe, Bruyette & Woods Inc. "You cannot escape
 the conclusion that they have trouble doing budgets
 over there."
 
 A First Union spokeswoman said Crutchfield was
 taking questions only from analysts Tuesday and
 declined to be interviewed. But analysts said he had
 told them in a conference call that the bank would
 now forgo acquisitions because they no longer made
 economic sense. But the hunter could become the
 hunted with Wells Fargo & Co., Bank One Corp. or
 Chase Manhattan Corp. eventually putting the
 depressed stock of First Union in their sights.
 
 John Georgius, First Union's president, said in an
 interview that his job was secure. He said First
 Union's board had supported every acquisition and
 was "very confident that our business fundamentals
 are solid." He also said his bank had had "many years
 of consistent performance" and planned to meet its
 revised earnings projections.
 
 Though First Union said it would add $90 million to
 $110 million to its loan loss reserves of $600
 million, Georgius noted that that figure was still
 relatively small given the bank's $130 billion loan
 portfolio.
 
 Encouraging investors and analysts to look on the
 bright side, First Union made one surprising
 announcement Tuesday. The bank, which has
 invested so heavily in brick and mortar branches
 through its acquisitions, said that its best
 opportunities for growth would be on the Internet.
 
 Copyright 1999 The New York Times Company
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