Banc One, Marine Agree to Merge in $543-Million Deal

COLUMBUS, Ohio —  Banc One Corp. and Milwaukee-based Marine Corp. have agreed to a stock-swap merger valued at about $543.3 million, the two bank holding companies announced Friday.

The definitive agreement, if approved by shareholders of both companies and by banking regulators, would create a $22-billion institution with offices in five Midwestern states.

Under the definitive agreement with Banc One, each share of Marine stock would be swapped for 2.332 shares of Banc One. A maximum of 9,047,975 shares of Marine stock will be exchanged for a maximum of 21,099,878 shares of Banc One stock.

Based on Banc One’s closing stock price of $25.75 per share on Friday, the deal has an indicated value of about $543.3 million, or about $60.05 per share.

Marine shares fell by $5.25 to $58 Friday in national over-the-counter trading. Banc One stock dipped 12 1/2 cents to $25.75 on the New York Stock Exchange.

Marine, Wisconsin’s third-largest banking institution, received a buyout offer valued at about $537.5 million last month from the state’s second-largest banker, Marshall & Ilsley. Under the proposal, which M&I; valued at $62.50 a share, Marine had the option of determining whether shareholders received cash, stock or a combination of the two for their Marine stock.

Marine on July 17 indicated that it had received several merger and acquisition proposals, including a revised proposal from Marshall & Ilsley, but did not release any details.

“We are very disappointed,” said J. A. Puelicher, chairman of M&I;, after learning of Marine’s decision. “We continue to believe that a combination of our two organizations would result in numerous advantages to our respective shareholders, communities and employees.”

The company did not indicate whether it would continue pursuing its bid for Marine.

Under the agreement with Banc One, Marine would become a Banc One subsidiary named Banc One Wisconsin Corp., while Marine Bank branches also would change their names to reflect the merger.

George R. Slater, Marine’s chairman and chief executive, will retain those posts with Banc One Wisconsin and its key bank, Banc One Milwaukee. He also will become vice chairman and a director of Banc One Corp.

John B. McCoy, chairman of Banc One, said the Wisconsin company would be autonomous but could call upon the corporation’s resources for bank products and services.

Banc One stated that the organization, management and staffing of the Wisconsin holding company, its banks and subsidiaries would be similar to the present Marine organization and that individual boards will remain intact and continue to direct the operation of Banc One Wisconsin.

Marine has assets of $4.2 billion and the combined organization will have total assets of $22 billion. It will have 57 banks with 546 offices in Ohio, Indiana, Kentucky, Michigan and Wisconsin.

Banc One has 36 banks with 470 offices in Ohio, Indiana, Kentucky and Michigan.

Marine has 76 offices in Wisconsin, three in Minnesota, one in Chicago and others in Mexico City, Tokyo, Nassau in the Bahamas, and St. Thomas in the Virgin Islands. It also has nine subsidiaries engaged in trust services, data processing, venture capital, leasing and other banking operations.