Stockholders Approve 2 Large Bank Mergers : Banking: The consolidations will produce the nation’s third- and fourth-largest institutions.

Stockholders approved two big bank mergers Friday, creating entities with the size and strength to compete in an industry dogged by weakness.

The new powerhouses will be in New York and the Southeast.

Manufacturers Hanover Corp. shareholders agreed to a proposed merger with Chemical Banking Corp., ending a long and grand era in banking for Manny Hanny, which will operate under Chemical’s banner. The new entity will be the third-biggest bank in the country.

In the South, stockholders of NCNB Corp. and C&S;/Sovran Corp. voted to create NationsBank, which will be the nation’s No. 4 bank.

The deals are part of a wave of linkups that has swept the industry as banks struggle with sour loans and thin business.

Consumers are reluctant to spend; banks are scared to lend. Faced with the hard times--some banks have folded under the pressure--banks are linking up countrywide, hoping to fend off regional downturns and squash the competition.

California’s Bank America Corp. and Security Pacific Corp. are in a deal to create the nation’s No. 2 bank, with shareholders largely favoring the prospect of bigger business and dividends.

Manufacturers Hanover said 98% of votes cast were in favor of the $2-billion link-up. The pact swaps each Manufacturers common share for 1.14 shares of Chemical.

Manufacturers Chairman and Chief Executive John McGillicuddy, who will hold the same jobs at the new Chemical, said there are no plans now to extend business outside New York, New Jersey, Connecticut and Texas.

“Our first order of priority is to assure that this merger goes as smoothly and efficiently as it can,” he said. “That does not mean we do not have our sights set on expanding.”

With the merger due to close at year-end, stockholders at Manufacturers’ headquarters were already celebrating the deal.

“History is being made right here,” one shareholder said. “We are seeing the marriage of two giant institutions.”

The NationsBank merger won 97.5% approval.

Stockholders met separately in the home towns of Atlanta-based C&S;/Sovran and Charlotte, N.C.-based NCNB.

Under the deal, C&S;/Sovran shareholders will receive 0.84 shares of NCNB stock in exchange for each share they hold.

The merger--subject to approval by regulatory authorities--is expected to close by the end of the year, when NationsBank will set up in its Charlotte headquarters.

“NationsBank, with resources unmatched in the South, will be a unique source of strength in those communities,” said NCNB Chairman Hugh McColl.

The new bank will have assets of about $118 billion. It is expected to eliminate 9,000 jobs over the next three years.

It will have 1,900 branch offices in a region encompassing Georgia, North Carolina, South Carolina, Texas, Virginia, Florida, Maryland, Tennessee and the District of Columbia.

McColl will serve as president and chief executive of NationsBank and C&S;/Sovran Chairman and Chief Executive Bennett Brown will be chairman.

Top 15 U.S. Banks Ranked by Assets

The third-quarter assets reflect recently completed as well as pending mergers.

Assets Rank Bank (billions) 1 Citicorp (N.Y.) $224.06 2 BankAmerica/Security Pacific (Calif.) 190.00 3 Chemical & Manufacturers Hanover (N.Y.) 135.00 4 NCNB & C&S;/Sovran (N.C.) 118.00 6 J.P. Morgan (N.Y.) 102.56 5 Chase Manhattan (N.Y.) 97.37 7 Bankers Trust (N.Y.) 62.67 8 Wells Fargo (Calif.) 55.77 9 First Chicago (Illinois) 49.22 10 First Union & Southeast Bank (N.C.) 49.02 11 First Interstate (Calif.) 48.91 12 Banc One & MCorp (Ohio) 46.20 13 Fleet/Norstar (Rhode Island) 46.03 14 PNC Financial (Pa.) 42.28 15 Bank of New York (N.Y.) 40.32