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SANFORD WEILL, 53, EXP'D MGR, GD REFS His audacious try to become chief of BankAmerica flopped, so the former president of American Express is looking for another company to run. He might settle for something small. What he probably wants most is something big and in trouble.
By Carol J. Loomis RESEARCH ASSOCIATE Nancy J. Perry

(FORTUNE Magazine) – A RECENT CALLER seeking an appointment got a wry response. ''Name your time,'' said Sanford I. Weill. ''I'm free.'' That he is, though not for lack of trying to pick his way into a vaultful of work. In January, six months after resigning as president and second-in-command at American Express, Sandy Weill edged up on a lurching giant, BankAmerica, which had just reported a 1985 loss of $337 million and eliminated its dividend. Offering to bring a cool $1 billion of equity capital to the party, Weill in effect applied for the job of chief executive of BankAmerica, making his pitch to the incumbent chief, Samuel H. Armacost. ''That,'' said the head of a Wall Street firm, ''is the definition of chutzpah.'' Weill thought otherwise, believing himself to have behind-the-scenes support from several unhappy BankAmerica directors. But when push came to shove at a BankAmerica board meeting in early March, the support did not solidify. Weill got a turndown letter from Armacost saying the bank could raise its own capital, thank you, and another from Franklin D. Murphy, a BankAmerica director and Times Mirror Co. executive, that was icy: ''The outside directors unanimously agreed that they have no interest in considering you as a candidate for the chief executive officer's position.'' With that, Weill, 53, stepped back to the ho-hum life of being perhaps the most high-powered unemployed executive in the U.S. He has a record of success, relative youth, and yet no call from central casting. His base these days is New York's Seagram Building, where he occupies offices that are paid for by American Express, for which he is a consultant, and that sit across an elevator bank from a retail office of Shearson Lehman Brothers, the brokerage firm that Weill transformed from a minnow to a whale by acquiring one competitor after another. Weill has a young associate and a secretary, and that's it -- three people in a quiet setting where Weill ofttimes sits motionless, staring contemplatively into a video screen displaying the quick- time march of security prices. Financially, he could sit there forever, managing the millions he accumulated by building Shearson and selling it to American Express. Psychologically, however, the setting does not suit him and possibly makes him miserable. He likes action and people and, being human, probably does not mind the power and perks that go with executive stardom. ''Sandy's idea of heaven,'' says Warren Hellman, a San Francisco investment banker who helped Weill pursue BankAmerica, ''would be to head an organization of 100,000 people, all of whom he'd be trying to know personally.'' Weill's wife, Joan, who married him three decades ago when he was a Brooklyn kid finishing Cornell, confirms that a natural bench warmer he is not: ''That is a man who has always worked, and loved it. He's ready to go back.'' The questions are where to head and -- let us remember BankAmerica -- how to get there. Financial services are clearly Weill's choice. On his video screen, in fixed, menu-like array, are the prices of the industry's major players: banks and savings and loans, insurance companies, and insurance brokers (see box). Also Wall Street brokers, two of which, Merrill Lynch and E.F. Hutton, have been rumored to be Weill targets. Incorrect, he says. Climbing the Wall Street ladder again, he explains, is not ''a top priority.'' Neither does he give much priority to run-of-the-mill turnaround situations or to any ''journeyman exercise'' just to make money (''It wouldn't be fun and I don't have to do that''). His wife and some friends believe he could settle down to something they describe as ''very small,'' starting, say, some sort of financial services company. But his true ambition, capsulized by the BankAmerica affair, is surely the opposite: something very big, preferably in trouble. He got his hands directly on trouble in his last year and a half at American Express, when his duties as president suddenly expanded to include a firefighting role at the company's insurance operation, Fireman's Fund. Claims costs were skyrocketing. The company was a high-cost producer in a commodity industry, which is an invitation to disaster. This industry, to boot, was getting roughed up by a vicious cyclical downswing. From all reports, Weill is a decisive, pragmatic, do-it-now manager. At Fireman's Fund, whose headquarters are outside San Francisco, Weill made one fast decision after another: firing executives, moving them around, cutting staff, repricing products, selling businesses, starting to fix the balance sheet. His No. 2 man, William M. McCormick, also an import from American Express, protested Weill's quick-trigger style: ''Sandy, you don't think things through.'' Weill answered, ''Bill, you're way too philosophical.'' Months into the job, meeting for dinner, the two concluded they had developed a mutual respect. Said McCormick: ''You know, Sandy, you're not so bad.'' Weill's wit, often self-deprecatory, helped keep the peace as he remodeled Fireman's Fund. But his temper, well known in Wall Street, flared in California, and he lost a few managers who thought he had an arrogant, here-I- am-to-save-you manner. His lack of finesse in making his changes is the only criticism laid on Weill by the man who eventually succeeded him as chairman of Fireman's Fund, John J. Byrne, formerly chief executive of auto insurer Geico Corp. Calling that criticism ''the 10% bad,'' Byrne gets to the other part: ''Sandy installed a very strong turnaround plan and a strong sense of urgency, which Lord knows was needed. He put together a terrific team. He lopped off all kinds of activities not at the core of the company. In general, I'd give him very, very high marks.'' Weill did not stay around to enjoy this management success because of events that got under way in early 1985. Fireman's Fund was by then riding an upturn in the insurance cycle and was generally looking fit, with one big exception: claims costs on policies written before 1984 continued to hammer profits. Some American Express executives, including Chairman James D. Robinson III, had grown sick of the business. Weill had not. But in the spring, as prices of property-and-casualty stocks rose, American Express got serious about unloading Fireman's Fund. Okay, said Weill to Robinson, will you perhaps sell it to me if I can line up the money? ROBINSON'S ASSENT was also a gong signaling that Weill, long thought by the business world to be frustrated in the No. 2 spot, would be leaving American Express one way or the other. In effect, Weill slipped into a negotiating, semi-adversarial role, a position from which he could not easily revert to his old executive status. Ultimately, he proposed a leveraged buyout of part of Fireman's Fund, with American Express keeping a stake and with Berkshire Hathaway, the company run by investor Warren Buffett, joining Weill as an equity owner. But the American Express board decided instead to take part of the company public. That decision, among other things, spared the board a deal with an insider, Weill. Such deals are common targets of shareholder suits. Weill was deeply disappointed. But Robinson, his friend then and now, promptly made an alternative offer, suggesting that Weill become chief executive of the soon-to-be-public company and acquire an important piece of the action by buying Fireman's Fund warrants that American Express would issue. Dubious, Weill nonetheless negotiated with Robinson about terms, including the number of warrants. Weill wanted more warrants than Robinson would give -- so Weill said no to the deal. A postscript: Lacking Weill, American Express lured Byrne to Fireman's Fund by offering him a deal that potentially could beat any ever given an executive. Through warrants, for which he paid American Express $2.3 million, and through options, Byrne has a ten-year call on 2.5 million shares of Fireman's Fund (nearly 4% of the company) at an average price of $26, roughly the offering price last October. Every time the price rises a dollar, Byrne makes a paper gain of $2.5 million before taxes and the carrying costs on the warrants. Between October and mid-April the price rose about 65% to $43 a share, presenting Byrne with a paper gain of around $42 million. Says Byrne generously, as well he might: ''In a way I feel I'm an interloper in the role that really belongs to Sandy.'' But, no, he does not stand precisely in the same shoes: by all accounts, the deal Weill turned down was significantly better than Byrne's. When Weill left American Express behind last August, he realized he was ''flat-out exhausted'' and resolved to wind down for a time. One bonus, he says, was an improved relationship with his two children: Marc, 29, and Jessica, 26, both Shearson employees. Says Sandy: ''With me not working and them doing well, they could see me as a little bit vulnerable and that made things friendlier.'' To his wife, Joan, he has always been close. She is a much-sounded sounding board. ''He talks about what's going on and I listen and I really like it,'' she says. A Wall Street friend once told Weill, ''If I'd talked to my wife as much as you do yours, I'd still be married.'' The Weills mix their business and social lives, and he solicits her judgments about people. Some of his business associates look to her for advice. More than one has asked Weill: ''Say, could I have dinner with you and your wife so we can talk?'' They live exceedingly well, owning a Manhattan penthouse and an elegant house in Connecticut. Nonetheless, Weill has a certain reputation for frugality -- or did until he floored his friends last year by giving $2.5 million to % Carnegie Hall. One longtime friend counts that news among the ten greatest shocks of his life. Weill himself was pretty amazed. Agreeing to co-chair a fund-raising campaign for Carnegie Hall, he knew he was on the hook for a large contribution -- say, $100,000 spread over five years. Then the campaign stalled. To get it rolling again, he came forth with, gulp, 25 times that, most of it payable up front. Before that cadenza, his sole contribution to music had been duty on the bass drum in military school. Carnegie Hall, golf, and other extracurricular activities kept Weill content through last summer. But people go back to work in the fall and he did a variation on that, beginning to focus on his own job prospects. The company most on his mind was BankAmerica. His days at Fireman's Fund had made him especially aware of this California colossus. Like many others, Weill admires the bank's franchise: ''It's one of the great names in consumer marketing.'' And yet for years it has been spewing out bad news. WEILL WILL TALK in only vague generalities about his dealings with BankAmerica board members. But the story can be pieced together from other sources. Basically, Weill seems to have been moving down one track, while alongside, moving the same way on a parallel track, were several restless directors. Weill saw the directors as potential supporters. Some of them saw him as an instrument that might allow them to open the question of changing management; others liked the prospect of new capital for the bank. But they had no firm commitment to Weill or his proposals. Two restless directors run BankAmerica subsidiaries: Charles R. Schwab, head of the discount brokerage bearing his name, and Richard P. Cooley, head of Seattle's Seafirst Corp. Other dissatisfied members of the board appear to have included Robert S. McNamara, former president of the World Bank; Najeeb E. Halaby, former head of the Federal Aviation Agency; and Walter A. Haas Jr., honorary chairman of Levi Strauss. Haas and Halaby were to retire from the board April 29. Their imminent departure was one reason Weill decided to move. Even with them around, Weill was looking at only five apparent sympathizers out of 21 directors. But Weill thought he had a constructive proposal to offer the shareholders: he viewed the bank as tight on capital (its balance sheet ratios barely meet regulatory requirements), and he had his finger on $1 billion. It had been committed by Shearson, with Robinson's blessing and with more than the usual strings attached: it was contingent on Weill's becoming chief executive of Bank-America and getting the job by nonhostile means. Shearson also took comfort, its commitment letter said, in Weill's plan to put $10 million of his own money into the venture. Ten days before a BankAmerica board meeting on February 3, with that letter not yet signed, Weill told director Charles Schwab, one of the Friendly Five, about the $1 billion in the wings. Schwab advised Weill to take his proposition directly to Armacost. Schwab says he did not know then that the proposition required Weill to be chief executive. Schwab had thought Weill might settle for something less. Weill did try to see Armacost, on January 31. But Armacost, who by that time had picked up word of Weill's intentions, said he was very busy and could not talk. So Weill immediately got a copy of Shearson's commitment letter to Armacost, also sending a note that said the capital proposals were among the things Weill had hoped to discuss. It was Friday and the board meeting was to be Monday. Weill and his associates assumed their proposition would make the agenda, and they spent a hectic weekend trying to ensure that the directors they considered friendly did not suddenly develop tonsillitis when the matter came up. The featured performer that weekend was Robinson, who laid his backing on the line by calling a couple of directors. The calls were an occasion: Robinson, an Establishment stalwart and a friend of Armacost's, reassuring other members of the club about this brash fellow, Weill. Robinson recalls: ''I essentially said that he was a very powerful, a very forceful, a very smart and insightful person, and that anytime you had his interest, his reputation, and his personal wealth wrapped together, you had a very interesting and unique kind of force for constructive change.'' This impressive description did not produce equally impressive results on Monday. Weill's proposition made the agenda, and director McNamara, though he did not back Weill, recommended that a board committee be formed to study the bank's capital needs. But, says one director, McNamara got at most ''a soft second'' -- that is, muted approbation, perhaps made as tonsillitis was setting in. The recommendation was not brought to a vote, and the directors were not given copies of the Shearson letter to take home. Shortly thereafter Armacost wrote Weill that the company had no interest in his plan to bring in capital. ! All these events, Round 1 so to speak, transpired out of public view. But in mid-February the press caught on to the conflict. So did investors, who pushed BankAmerica stock up from $13 a share to $17. That could mean they liked the prospect of: a) Weill in; b) Armacost out; c) the stock ''in play''; or d) some combination of the above. Weill and his wife had by then gone on a long-scheduled Puerto Rico vacation. Joining friends, Weill hit the golf course by day and the casino at night. At the craps table, Weill got needled by his companions: ''Croupier, why are you letting this vagrant, this unemployed bum, hang out at this table?'' For the trip, Weill won at craps. ''I usually do,'' he says. ''Or I quit playing. I'm a poor loser.'' HE CAME BACK to New York and made one more try for BankAmerica. He hated the fact that the press was making him look aggressive, since he liked to think of himself as a peaceable guy trying to help the shareholders. He also believed, he says, that support from directors was still there. So on February 24 he sent another letter to Armacost, saying he had put together a plan for the bank that went beyond his capital proposals. Weill asked for a hearing before the board. But when the directors gathered on Sunday, March 2, Weill was among the missing and squads of investment bankers were on the scene, called in by BankAmerica to address the capital question. The Wall Streeters said they could raise $1 billion if that was desired. But the company's main adviser, John Gutfreund, chief of Salomon Brothers, said that selling stock right then, with the price below book value, seemed opposed to the shareholders' interests. That Sunday board meeting, though hours long, was unofficial. It nevertheless addressed the meat-and-potatoes issues, including Weill's interest in being chief cook. Directors say there was renewed talk of a board subcommittee that would look at his proposals. But, says one, ''there was no groundswell of support.'' Director Frank Murphy, chairman of the company's executive committee, was a strong management loyalist. ''No changes on my watch,'' he reportedly said more than once, talking about a term of office that was to end April 29, when he also was to retire. That mood held over to Monday, when the board convened officially. It authorized the two turndown letters to Weill. Armacost's included an urgent request that Weill send him the plan he had worked up for the bank. Weill was not asked to come along. Weill said goodbye and good luck, and naturally kept his plan to himself. It is said to be 150 pages long. A detail-monger when he is interested in a subject, Weill devised much of the plan himself, also getting help from Shearson and another Wall Street firm, Morgan Stanley. One reason the directors might like to have peeped at this document is that it details an insurance company's commitment to provide BankAmerica with directors' and officers' insurance if Weill becomes C.E.O. The BankAmerica board could definitely use the protection, having lost its regular coverage last year. The company covers the board today with a self-insurance plan that might not be valid for certain kinds of lawsuits. Is BankAmerica a dead issue for Weill? He and his lieutenants say yes, though there is just enough hesitancy in their answers to leave one thinking they can imagine some remote scenario that might regenerate their hopes. It was always a long shot, they add, having perhaps a 1-in-4 chance at the very best. At least some outsiders judge it more like 1 in a million. Neither probability would normally suit Weill, who has a reputation for being risk averse. But Weill says he thought this risk worth taking, partly because he does not see, he says, that failure has hurt him. Some businessmen argue otherwise, claiming that he was unacceptably presumptuous. Making his next move, whatever it is, Weill will surely remember that this time the front-door approach flopped. What he needed was directors to slip him in the side. Plowing ahead anyway, he substantiated a friend's assessment: ''His thinking system is unconstrained by convention.'' That approach has brought Weill a long way in business. It could not get him this bank. But perhaps it will get him something else. BOX: THE STOCKS THAT WEILL WATCHES If you subscribe to the Quotron market data service, as Sanford Weill does, you can program your computer to constantly display the prices of securities that interest you. Weill's lineup mainly includes financial services companies, some of which he might like to run. In addition, he follows bellwethers (IBM, for example) and stocks he owns (Ford) or has thought of buying (Time Inc., publisher of FORTUNE). The list on a recent day also included Weill's alma maters, American Express and Fireman's Fund, and the company at which he sought to matriculate, BankAmerica. Other banking companies: Bankers Trust, Chase, Chemical, Citicorp, First Interstate, Marine Midland, J.P. Morgan. Savings and loans: H.F. Ahmanson, CityFed Financial. Insurance companies: Aetna, American International Group, Cigna, Continental, Travelers. Insurance brokers: Alexander & Alexander, Frank B. Hall, Marsh & McLennan. Wall Street brokers: E.F. Hutton, Merrill Lynch, Paine Webber, Phibro-Salomon. Others: Exxon, GM, ITT, Schlumberger.