Banc One Corp. said Monday it has agreed to acquire Affiliated Bankshares of Colorado Inc. in a stock swap valued at about $387 million.

Affiliated, with 27 banking subsidiaries and $2.8 billion in assets, is the third-largest banking organization in Colorado.

The agreement is consistent with Banc One's strategy to be one of the top three banks in markets it enters through acquisition.

Fertile Ground

A spokesman for Banc One said the company is interested in making further acquisitions in economically recovering Colorado, the eighth state in its banking empire.

The signing of the letter of intent with Affiliated capped a busy wear for Banc One. The Columbus, Ohio, company made 12 acquisitions, seven of which are still pending.

Banc One's stock price gained 75 cents Monday to $51.625. Affiliated's stock jumped $4.875 to $30.625, increasing the indicated value of the deal by $9 million since Friday's close.

Under terms of the transaction, Banc One will exchange 0.66 share of its stock for each share of Affiliated. Monday's closing price represented a premium of 1.8 times Affiliated's book value of $18.88 a share.

Analysts predicted that Affiliated's profits would offset any dilution that would result from the issuance of new Banc One shares.

Enhanced Profitability Seen

"It is a good deal for Banc One," said Kenneth Puglisi, an analyst at Keefe, Bruyette & Woods Inc. "They should be able to make Affiliated more profitable, as they have with their other acquisitions."

In the first nine months of 1991, Affiliated earned $13.3 million, representing a modest 0.66% return on assets and 8.9% return on equity.

Still, the company has come a long way since the dark days of Colorado's economic slump. It earned $9.8 million in 1990 and $8 million in 1989, but lost $6.5 million in 1988.

Nonperforming assets peaked at about 8%, said Mr. Puglisi, but are now less than half that.

Strong Retail Franchise

Affiliated "is a good retail and middle-market bank," said John Russell, the Banc One spokesman. "It gives us a good beach-head in the Rocky Mountain states."

A subsidiary called Banc One Colorado Corp. will be formed to oversee the operations of Colorado affiliates, said John B. McCoy, chairman and chief executive of Banc One.

The Ohio company has $46.2 billion in assets and 50 banks with 823 offices in seven states: Illinois, Indiana, Kentucky, Michigan, Ohio, Texas, and Wisconsin.

The deal is expected to be completed in the third quarter and is subject to regulatory and shareholder approval.

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