Banc One Seen Under Pressure to Make A Merger Deal Or Risk Missing the

This year's merger merry-go-round is getting to be more like a losing game of musical chairs for officials of Banc One: When the music stops and a deal is announced, it seems the Ohio bank company is always among the ones left standing.

This month alone, Banc One remained on the sidelines as Fourth Financial Corp., Firstier Financial Corp., and Integra Financial Corp. - institutions Banc One was known to covet - were sold to other suitors.

The Columbus-based bank did reach an agreement to buy Premier Bancorp in Louisiana this year, but that deal had been in the works for more than four years.

Banc One publicly submitted a bid for Bank of Boston Corp. when the New England bank was in talks with CoreStates Financial Corp. last month, only to withdraw the bid almost as suddenly.

And sources say it was an unsuccessful bidder for Amfed Financial Inc., a Nevada thrift that agreed to be sold to Norwest Corp. two months ago.

Given the bank's history as an aggressive acquirer, and its acknowledged desire to reenter the fray, many observers say Banc One must soon answer with a deal of its own, or risk being left out of the game.

"This year's mergers put clear pressure on Banc One to do something bigger," said an investment banker, who requested anonymity. "Not to be overbroad, but they are looking at everything."

To be sure, Banc One's chief executive, John B. McCoy, isn't about to be rushed into anything.

"There is no hurry," he said Tuesday. "Omaha (Firstier), Integra, and Wichita (Fourth financial) were all deals that we had an option to look at, and we just didn't like the pricing situation. We have always said we don't want to take earnings dilution.

"If we wanted to go to the dance, we were invited to go to the dance," he said, indicating it was Banc One's choice not to pursue certain deals.

But by forgoing the transaction, some observers say the company must look to a blockbuster transaction, such as a purchase of Boatmen's Bancshares, to reestablish itself as a force.

One possible target is Mellon Bank Corp., based in western Pennsylvania. It is in a territory Banc One would like to enter but let slip away when Integra Financial Corp. agreed to be bought by National City Corp.

Mellon has not publicly announced a successor to chief executive Frank Cahouet, and its bid for Bank of Boston, which would have included a move to Boston, signals the bank is ready to review all options.

Also, activist investor Michael Price, who has now helped sell Michigan National Corp. and Chase Manhattan Corp., is a Mellon shareholder, though he has reduced his holdings substantially since the Pittsburgh bank bought Dreyfus Corp.

Other observers said Banc One would be more interested in Boatmen's Bancshares, St. Louis, because its operations fit perfectly with Banc One's midwestern and western networks.

And still others say Banc One should look south to the Alabama and Tennessee banks, like Amsouth and First Tennessee.

John Duffy, director of corporate finance at Keefe, Bruyette & Woods Inc., said Banc One will be most interested in the Philadelphia-to- Richmond, Va., corridor.

"They have always been interested in the mid-Atlantic, and some think they lobbed in the bid to Bank of Boston to keep CoreStates alive," he said, referring to the Philadelphia bank that was to merge with Bank of Boston before shareholder pressure scuttled the deal last month.

The region has always been attractive to Banc One because of its affluent customer base, Mr. Duffy said.

Banc One, of course, is not alone as a spectator. Banking giants BankAmerica Corp. and NationsBank Corp. also have been notably inactive during the recent merger wave, which for 1995 is now approaching $45 billion in deal value, easily an annual record.

Even more than Banc One, NationsBank and BankAmerica are saddled with anemic stocks, so deals are difficult. Before BankAmerica anointed a successor to its chief executive two weeks ago, some speculated that the two banks would merge.

Because BankAmerica performed due diligence on Chase Manhattan two months ago, observers said the bank could be interested in Bankers Trust New York Corp., another money-center expected to be sold. Chase Manhattan agreed over the weekend to a sale to Chemical Banking Corp. for $10 billion.

To counteract rival First Union Corp.'s foray into the Middle Atlantic and New England with its purchase of First Fidelity Bancorp., NationsBank might try to acquire Bank of Boston, said Mr. Duffy.

But Hugh McColl, the company's lively and ambitious chief executive, may be more interested in expanding westward, with a purchase of First Interstate Bancorp, Mr. Duffy said.

At any rate, these three acquirers need to move fast, or the music will slow and the choice seats at the merger party will be gone.

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