Banc One Corp., which sat out the most recent acquisition wave, jumped back in Monday with an agreement to buy Liberty Bancorp of Oklahoma City for $546 million in stock.
The deal would bring Columbus, Ohio-based Banc One, currently a second- tier player in Oklahoma, to No. 3 in retail deposits behind subsidiaries of Boatmen's Bancshares and BOK Financial Corp.
With NationsBank Corp.'s acquisition of St. Louis-based Boatmen's to be completed Jan. 7, two of the most formidable superregionals will be competing head-to-head in the Sooner State, battling for supremacy as they already do on a more even footing in neighboring Texas.
"There's a new lion in the jungle - actually a couple of them," said Anthony Davis, an analyst with Dean Witter. "They're fast, and they're strong, and they're going to raise the level of competition."
Analysts said Banc One is paying a steep price - 1.88 times book value - for a $2.9 billion-asset bank they characterized as an underperformer. But Banc One should be able to cut enough operational expenses to keep the deal from negatively affecting earnings in 1997.
The transaction, expected to close in the second quarter, should add to profits in 1998, Banc One said.
Liberty would be merged into $600 million-asset Bank One Oklahoma. It would then be No. 1 in Oklahoma City deposits and No. 3 in Tulsa.
Banc One said it has not determined how many jobs would be cut, but it plans to slice expenses by $37 million, mostly in back-room operations.
Liberty is a business-oriented bank considered a takeover target for years. In September, it rebuffed an in-market merger approach from BOK Financial of Tulsa, parent of Bank of Oklahoma.
Strategically, the Liberty deal gives $98.6 billion-asset Banc One a top-tier presence in another of the 12 states where it has banks. And it heralds the reawakening of a historically prodigious acquirer.
The last deal Banc One closed was of $5.5 billion-asset Premier Bancorp of Baton Rouge, La., in January 1996, the completion of a long-term stakeout agreement between the companies.
In October 1995, Banc One looked at Los Angeles-based First Interstate Bancorp, and last summer it lost the Boatmen's bidding to NationsBank.
Mr. Davis said he expects several others to follow: "Having lost Boatmen's, they are very serious about expansion."
Mr. Davis said he expects Banc One to make an even bigger move in 1997, in keeping with its nationwide banking aspirations. He said banks and thrifts in the Southeast and California are of particular interest because of those regions' rapid growth.
However, Banc One chairman John B. McCoy said his acquisition strategy is going to depend on which banks are for sale.
"We have always been an acquirer," he said Monday. "We want to continue to grow. We've been looking for acquisitions since we got in the business. I just don't see a lot of transactions."
Mr. McCoy said he had been talking to Liberty for five years. The deal makes sense because Banc One can generate revenues by tapping the Oklahoma consumer market, he said.
With NationsBank and Banc One getting entrenched in Oklahoma, analysts wonder how even $4.4 billion-asset BOK can survive on its own.
BOK president and chief executive officer Stanley A. Lybarger said he wants to be an acquirer. He said he can benefit from the entry of out-of- state companies, especially by serving commercial customers who prefer to deal with an Oklahoma-based institution.
Analysts generally praised the Banc One deal, saying Liberty has potential but needs to be better managed.
Banc One said it would try to improve upon Liberty's 0.97% return on assets, 62% loan-to-deposit ratio, and 74% expense-to-income ratio.
Banc One's shares closed Monday at $44.75, down one-eighth, while Liberty's ended the day at $50.25, up 8.50.