(FORTUNE Magazine) – There were groans in early September at Universal Studios. Once again it was time for executives at Hollywood's third-largest movie studio to meet the man who would head their new parent company. The custodians of Universal had a right to feel a little weary. After all, until July 2002 their boss was former Vivendi CEO Jean-Marie Messier, who had a picture of Julia Roberts as his screensaver and drove his company to the brink of bankruptcy with the string of deals that were supposed to transform him into the French Rupert Murdoch. Before that, they answered to Edgar Bronfman Jr., the glamorous Seagram scion who steered his family's liquor company into the entertainment world only to run afoul of his risk-averse Canadian relatives.

So the crowd at the 88-year-old studio was pleasantly surprised by Bob Wright, CEO of General Electric's NBC. NBC had entered into exclusive negotiations with Vivendi to acquire Universal's movie, television, and theme park operations in a deal valued at $14 billion. Wright wasn't nearly as colorful as Messier, who used to hold Tony Robbins--like motivational meetings for Universal employees. No, Wright took the stage, made an obscure joke about how NBC's previous owner, RCA, had nearly bought Universal in the early '80s, and then got to the point. "I know what you're really thinking," Wright said in his low-key way. "You're wondering what this deal means to you, whether you'll have a job. I wish I could tell you something now. But I can't. We're still trying to close this deal."

The Universal people would have preferred a more reassuring message. But after Messier, Wright's candor was refreshing. "You don't know what a relief it was to see that this wasn't a guy with some kind of psychological problem," says a studio executive who attended the meeting.

Indeed, in a business known for its eccentric personalities, Bob Wright has been a model of stability. He has been CEO of NBC for 17 years. During that time NBC has dominated the favorite demographic for advertisers, viewers between the ages of 18 and 49. He presided over the creation of CNBC, the leading financial cable network, and MSNBC, a 24-hour news channel that NBC co-owns with Microsoft. Late last year NBC added Bravo, home of the hit show Queer Eye for the Straight Guy, to its collection of assets. Not too bad for a man initially derided as a bland suit bent on cutting costs even if it sullied the Peacock's image.

Wright, 60, has never gotten the acclaim or attention that naturally accrues to other media moguls. Partly that's because GE has been schizophrenic about its presence in the media business. On the one hand, Wright's longtime boss, former GE CEO Jack Welch, loved NBC so much he scanned the overnight Nielsen ratings each morning. On the other hand, Welch repeatedly told Wall Street that he had no intention of combining NBC with a movie studio, as its competitors were doing. Welch looked at deals with Sony and Disney, but he feared making a costly media acquisition that might dilute GE's earnings. As a result Wright had to sit on the sidelines.

That's no longer the case under Jeff Immelt, who succeeded Welch in 2001 and is giving Wright much more running room. If Wright and Vivendi CEO Jean-Rene Fourtou complete the proposed deal as expected in early October, they will create a media giant--one that combines NBC's broadcast and cable properties with Universal's movie studio, its television production divisions, its cable assets (USA Networks, the Sci-Fi Channel, and Trio), and its interests in five movie theme parks. (Vivendi did not sell the Universal Music Group, which GE didn't want in any case.) GE has put a value of $42 billion on the new company, which will be called NBC Universal. That's much smaller than giants AOL Time Warner and Viacom, but in the ballpark with the market caps of Disney ($43 billion) and News Corp. ($41 billion). This will be Bob Wright's new empire.

It isn't just the movie business that's a departure from the old ways at GE. For $3.8 billion in cash and the assumption of $1.6 billion of debt, NBC will get 80% of the new combined company. Vivendi will get the other 20%. Under the terms of the deal, Vivendi could be partially bought out by GE in 2006--or NBC Universal could do its own public offering. The prospect of a GE division doing its own IPO would have been heresy in the Welch days. It also explains why Wright has been walking around NBC with a huge grin. He's waited a long time for this.

Wright has heard the warnings about Hollywood. When you're in the movie business, he jokes, "you want your business card to say 'actor,' 'director,' 'star,' 'Teamster,' 'driver.' You just don't want it to say 'shareholder.' " It's less than a week after the announcement that NBC is negotiating exclusively with Vivendi, and Wright is sitting in his office on the 52nd floor of the General Electric building in New York City. He wears a blue-striped shirt with prominent gold cuff links. His thinning hair falls fashionably over his collar. When he smiles, he reminds you of Jimmy Cagney.

The truth is, the movie studio isn't the real reason NBC is doing this deal. In effect, buying the studio and the theme parks enabled the company to get the cable networks it coveted. (Analysts expect GE to sell off the theme parks within two years.) For NBC, Vivendi's television properties are the crown jewels. In a world where huge cable providers like Comcast and satellite companies like DirecTV are the gatekeepers to an increasing number of homes, smaller programmers like NBC are at a disadvantage compared with Viacom, which owns MTV, VH1, Nickelodeon, and BET. So if NBC can add USA Networks, the Sci-Fi Channel, and Trio to its cable portfolio, it will have more bargaining power with distributors.

Still, no matter how you slice it, if the deal gets done, NBC will be in the business of making movies, which tends to scare off investors because of its unpredictable earnings. There are several reasons GE is willing to make this bet. For one thing, executives say, DVD sales have taken some of the risk out of the motion picture business in recent years. Immelt and Wright are also fans of Vivendi Universal Entertainment president Ron Meyer and Universal Pictures chairman Stacey Snider, who oversee the movie studio and are considered two of the most financially responsible executives in Hollywood. In fact, Meyer put Snider in charge of the studio in 1998 after a string of money-losing disasters like Meet Joe Black and Babe: Pig in the City. "We thought they had a smart way of running the studio, a disciplined approach," says Immelt. Wright has already asked Meyer to stick around if the deal closes. He will.

Universal doesn't just make movies. It produces television shows like NBC's hit Law and Order franchise. NBC executives are quick to say they have no plans to ramp up television production at Universal so that they can stuff prime time with in-house shows. Disney tried that after buying ABC in 1996. The results were disastrous because so many of Disney's shows bombed. However, Sanford C. Bernstein & Co. analyst Kerry Stirton says having an in-house production studio will almost certainly improve NBC's bargaining position when it is negotiating with AOL Time Warner, the co-producer of such NBC hits as Friends and ER (and the parent of FORTUNE's publisher).

Finally, the deal would give NBC access to Universal's library of more than 5,000 movies and 34,000 hours of television programming. This content trove could easily serve as the foundation for new cable channels. Or NBC could become a vendor of programming to other cable networks. Either way, NBC wins. "It gives us a broader base going forward as we move out of an analog world into a digital world," says Wright.

Bob Wright grew up in Rockville Center, N.Y., the only child of a devoutly Roman Catholic mother who taught school and a father who worked at various times as an engineer, a contractor, and a stockbroker. Wright attended Holy Cross, where he majored in history, and got a law degree at the University of Virginia. He married his college sweetheart, Suzanne Werner, daughter of a New York City police officer.

Wright went directly to GE in 1969. He left after 18 months to pursue a career as an attorney but returned after two years, doing well enough in GE's plastics division that the company tapped him to be president of Cox Cable when it struck a deal to purchase the company. Though the agreement fell apart, Wright wound up leaving GE again in 1980, this time to run Cox. It was there that he saw the power of cable television. He was astonished when Cox surveyed customers in San Diego and discovered they would pay their cable bills before making their mortgage payments. "I said, 'This is a great business,'" he recalls. Wright could also see that the growth of cable was bad news for the three broadcast networks, which had operated for years without competition.

After three years at Cox, Wright was lured back to GE in 1983 by Jack Welch. Wright gravitated to GE Credit Corp. (now known as GE Capital), which was quickly becoming the place to be in Welch's GE, where he negotiated the company's purchase of the investment firm Kidder Peabody. Although Welch would later describe the Kidder deal as "a classic case of hubris"--the firm became embroiled in scandal not long after the GE purchase--Wright's star remained bright. In 1986, when GE acquired RCA, NBC's longtime parent company, Welch asked Wright to run the network.

NBC was a difficult assignment, and at first Wright didn't handle it well, trying to force too much change too fast, as he now admits. Wright felt the network was bloated; he laid off 150 people, which caused a huge outcry. He also felt that NBC wasn't doing enough to develop new revenue streams at a time viewers were migrating to cable. But when he pushed NBC executives, they pushed back. As far as they were concerned, things couldn't have been better. In 1986, for the first time in more than three decades, the network swept the prime-time ratings with shows like Cheers and The Cosby Show. So what if there was some excessive spending? NBC was in the television business, wasn't it? "We had floors filled with vice presidents and aides to vice presidents," says Tom Brokaw, anchor of NBC Nightly News. "There were limos and affiliate meetings in Maui. Those were great days. I was at the front of that gravy train. But we were heading into a future where nobody believed there would be anything but good times."

It wasn't long before anonymous NBC insiders were painting a picture of Wright in the press as a knife-wielding GE drone who didn't understand the television business. He was taunted by then NBC late-night television host David Letterman, who joked that GE would "push for a miniseries about the development of the toaster oven." Things got worse in the early '90s, when the economy went into recession and viewers began to tire of top NBC shows like The Golden Girls and L.A. Law. Profits fell from $603 million in 1989 to $204 million three years later. And Wright's appointment of newspaper man Michael Gartner to head NBC News ended in scandal. The network was accused of rigging crash tests for a newsmagazine story on the safety of General Motors trucks. Wright's bet on cable didn't seem so smart either. NBC had launched CNBC as a fifty-fifty joint venture with Cablevision, but it lost so much money--$60 million in its first two years alone--that Cablevision bailed.

Even so, GE was willing to stick by Wright until he got things straight. In 1993 he recruited veteran producer Don Ohlmeyer to shake up the prime-time schedule. Wright also hired Republican operative Roger Ailes to fix CNBC. Ohlmeyer launched Friends and ER. By 1995, NBC was once again the No. 1 network with 18-to 49-year-old viewers. Meanwhile the stock market took off, and CNBC's operating profit soared to $50 million the same year. Ailes departed in 1996 to start the Fox News Channel after NBC withdrew its support from his pet project, America's Talking, folding it instead into MSNBC, a joint venture with Microsoft. But by then CNBC was on solid footing.

All the while Wright and his wife, Suzanne, were developing close relationships with NBC employees. Wright grew so close to Johnny Carson, for instance, that the two men and their wives went on vacations together. It wasn't just the stars Wright and his wife got to know; in time they knew just about everybody at NBC. "Listen," says Brokaw, "Suzanne wears the [NBC] Peacock when she gets dressed up, and she wears the NBC heart on her sleeve. She knows about births, weddings, difficulties in families."

Suzanne Wright is not without her critics. She is so protective of her husband that she once complained to FORTUNE after the magazine said he lacked charisma. Two former NBC executives say that Wright's wife gets much more swept up in the glamour of NBC than her husband does. "Would Bob be as attracted to the entertainment business and NBC if it weren't for her?" asks one of them. "That's an interesting question." The Wrights' defenders dismiss this as idle speculation.

Still, the most important relationship in Wright's working life was with his boss, Jack Welch. "Jack's relationship with Bob was almost father-son, older brother--younger brother," says Ohlmeyer. "It was really as close a relationship as I've ever seen in business." For a time the two men were neighbors in Connecticut. Welch gave Wright far more leeway than most other top GE executives, even allowing Wright to quietly exempt NBC from many of GE's companywide quality-control measures, including Welch's beloved Six Sigma. "Jack had great instincts about things," Wright says. "He knew NBC was different from other businesses."

But when he tried to expand the business, Wright mostly met frustration. He and Welch spent a long, fruitless afternoon at the Ritz-Carlton in Atlanta trying to persuade Ted Turner to sell his cable networks to GE. (Turner sold them instead to Time Warner.) Wright also explored a deal with Sony to expand NBC's reach. "We would try to do things, but the financial guys would say, 'This is going to kill us,'" Wright says. And though Welch was Wright's friend, the CEO worried that a big media deal would hurt GE's earnings per share--and thus he sided with the financial guys.

"Jack was sort of apologetic about having NBC," Wright says. "He was always saying, 'Don't worry. We won't go into movies.' " Wright understood. Still, it chafed that he couldn't do more.

In December 2000, Wright discovered that he had skin cancer. He was successfully treated by doctors at Memorial Sloan-Kettering Cancer Center in New York City, but the experience caused him to reflect on his life. A part of him wanted to find time to do things besides work. But after much soul-searching, Wright decided that he loved NBC too much to leave--which meant working all-out, just as he always had. "This kind of job has only one speed," he says. "People say, 'Why don't you slow down?' I say, 'I can't.'" Wright realized he was still burning with ambition. He wanted to finish what he had started at NBC.

He returned to work with a renewed sense of mission. But the NBC chief was in for another shock. In one of his last gestures before retiring in 2001, Welch unveiled a succession plan at NBC. He promoted another close friend, the charismatic Andy Lack, who had taken NBC News from the depths to first place, to be the No. 2 executive at NBC. The expectation was that he might one day replace Wright. Wright was stunned.

Lack quickly began to assert himself. According to Wright and other NBC executives, he flexed his new muscles immediately, clashing with division heads, who appealed to Wright for help. Wright found an ally in the newly installed Jeff Immelt, who essentially overturned Welch's succession plan for NBC and put Wright firmly in charge. Says Immelt: "It's ultimately got to be something that I'm comfortable with. As I've kind of settled into the job, what I'm most comfortable having Bob do is continue to stay involved with NBC." Not surprisingly, Lack left NBC in January to run Sony Music Entertainment. (Lack did not respond to FORTUNE's interview requests.)

Several GE executives say Wright and Welch are no longer close. Wright concedes that he and Welch have had their difficulties recently, the result, he says, of Welch's very public divorce last year from his second wife, Jane. "He was our neighbor, he and his wife," says Wright. "We know his wife very well. It's an awkward situation. We spent a lot of time with both of them." But he adds that he and his longtime boss have shared too much over the years to let the divorce destroy their friendship entirely. (Welch declined to be interviewed for this story.)

As it turned out, Immelt was also more willing than Welch to back Wright's ambitions. One reason was that in the past, media acquisitions would have diluted GE's earnings, because media stocks traded at lower multiples. Now, however, GE trades at around 21 times trailing earnings, while Viacom trades at 32 and Disney at 40. Another reason was that there were media companies trying to unload assets. One of them was Cablevision, which was in trouble because of bad investments in movie theaters and consumer electronics. Cablevision and NBC co-owned Bravo. In December, NBC brought out Cablevision's stake and took full ownership of the cable network in a deal valued at $1.25 billion.

Wright also began to circle Vivendi. He watched with interest as Messier's replacement, Jean-Rene Fourtou, tried to raise cash to pay off the $18 billion in debt that the company had taken on to fund its former CEO's acquisition spree. The most obvious way was to sell off the Universal assets. At first Wright wasn't sure that NBC should join the field of prospective bidders, which included billionaire Marvin Davis, former Seagram CEO Edgar Bronfman Jr., and Liberty Media's John Malone.

But as the auction dragged on, Wright changed his mind. In June, Wright and his key deputies went to GE headquarters and argued that NBC should get into the hunt. There was skepticism, just as in the Welch era. "Initially, it was probably perceived as the guys from NBC coming up there with their wish list," says Jeff Zucker, NBC Entertainment president. But this time the outcome was different. Zucker again: "I think we showed them that this made a lot of sense."

People involved in the deal say that NBC returned from the meeting with the green light to make a serious offer. The timing couldn't have been better. Fourtou had sold Houghton Mifflin Publishing for $1.7 billion and bought some breathing room. Now that Vivendi was no longer in a rush, Wright could craft a deal that might be easier for GE's accounting department to stomach. He knew that Fourtou was nervous about selling the Universal properties at the bottom of the market. So he proposed a deal in which Vivendi would take less cash up front in return for a stake in a joint venture that would almost certainly appreciate in the next few years. Fourtou was receptive.

Wright ended up offering $3.8 billion in cash, plus the assumption of $1.6 billion in debt, along with a 20% stake in the combined company. Bronfman, along with his partners Cablevision and Thomas H. Lee Partners, made a competing bid that included $9 billion in cash and a 36% stake in a joint venture of Cablevision's American Movie Classics. Although the Bronfman offer had more cash up front, it also would have created a debt-laden media company that was worth far less than the GE scenario. "I thought it was very touch and go," Wright says. "There was definitely a split among their people. Some people wanted to do the deal with more cash. Other people wanted to do this deal."

On Labor Day, Vivendi hosted both the Bronfman team and the NBC team at the offices of Weil Gotshal & Manges, the French company's law firm. Wright and Immelt ended up staying until the wee hours of the morning and reached a tentative agreement. According to Wright, Fourtou worried that if Vivendi took all that cash from Bronfman, it might be a target for a hostile takeover. Jean-Bernard Levy, Vivendi's chief operating officer, says the primary reason for accepting the GE deal was that the Vivendi executives felt the NBC-led joint venture would be stronger and better managed than the joint venture Bronfman was proposing. "I have been very impressed by [Wright's] determination to get the deal through," adds Levy. "He was the driving force in getting GE's consensus. He had to show GE that this deal meets GE investment criteria."

The idea of an IPO three years down the road is perhaps the most radical departure from the Welch era. As Welch wrote in his autobiography, "At GE, there is only one currency: GE stock. There may be different amounts of it for different levels of performance, but everybody's life raft is tied to the same boat."

Neither Wright nor Immelt, however, will concede that the deal is a major break with the past. Rather, says Immelt, GE is just trying to be flexible enough to accommodate Vivendi, which may want to cash out of NBC Universal in the next few years. "The IPO is certainly not something that I'm really counting on," Immelt says. "My expectation is that we run it well. Vivendi's shareholders will benefit, GE shareholders will benefit, and we stay in this business for a long period of time."

For his part, Wright says the IPO option has been well received by investors. "They look at Jeff and they say, 'This guy's going to do a lot of acquisitions,' but apparently he's also willing to make sure that shareholders are going to get taken care of," the NBC chief says. "He's not going to be stubborn about that. I don't have any idea what we will do in two years, nor do the French." But Wright acknowledges that if GE declines to do the IPO when the time comes, it will have to pay Vivendi another $3 billion. Vivendi and GE also have to figure out a way to deal with the consequences of one of the most bizarre deals Messier ever negotiated. When the former Vivendi CEO purchased USA Networks and the Sci-Fi Channel from Barry Diller's USA Interactive in December 2000, he made an agreement that Diller now insists gives him veto rights over the sale of the very assets GE is hoping to buy. Both NBC and Vivendi believe that Diller is overplaying his hand. But given Diller's negotiating skills, this is likely to be more of a headache than it appears. (Diller did not respond to interview requests.)

No wonder Bob Wright isn't preening yet. This is not about being a media mogul--not yet, anyway. After his visit to Universal Studios, Wright flew back to New York with Brokaw, who had been in California covering the recall election.

"Bob," said Brokaw, "this is a great deal."

Wright wasn't in a chest-thumping mood. "We have a lot of research to do," he replied.

FEEDBACK dleonard@fortunemail.com