Bank of Boston Corp. took the latest step in a strategic retreat from noncore businesses Monday, announcing the sale of its automobile finance unit to Mercury Finance for about $453 million of stock.

Bank of Boston will sell Fidelity Acceptance Corp. to Mercury, of Lake Forest, Ill., for 32.7 million shares. After the sale, Bank of Boston will be Mercury's largest single stockholder and gain two seats on Mercury's board.

The move is a part of a reshaping of the bank's business lines following its $2 billion acquisition of BayBanks Inc. in July.

"We are reviewing our businesses with a value-driven approach," said Peter Manning, executive vice president of mergers and acquisitions at Bank of Boston. "This transaction created an opportunity for us to generate the most value for our shareholders."

BankBoston sold its securities processing business to State Street Boston Corp. in October 1995, and repositioned its mortgage banking business by forming a joint venture with Barnett Banks Inc. and Thomas H. Lee & Co. in 1995 and 1996, respectively.

Ganis Credit Corp., a Bank of Boston unit that finances boats and recreational vehicles, and the bank's credit card business are also under review for sale, Mr. Manning said.

The sale gives Bank of Boston an exit from a business it has been trying to sell for months.

"Divestiture makes the most sense, because Bank of Boston doesn't have the economies to compete effectively," said Thomas Theurkauf, an analyst at Keefe Bruyette & Woods.

The sale echoes the transaction involving its mortgage banking business last year, in that Bank of Boston retained a stake in the business.

"Mercury is one of the top in its industry," Mr. Manning said. "We wanted to be a part of that, and this transaction will give us the chance to own a significant chunk of it."

Following the news, Smith Barney analyst Henry C. Dickson reiterated a "buy" rating on the bank.

"Since this is not one of their top priorities, they'll free up capital, management, time, and other resources," Mr. Dickson said. "The strategic significance of this business is not that big for them, and they stand a chance of generating greater value this way."

Anthony Polini, an analyst at Advest Inc., also endorsed the move.

"The consumer finance businesses were not meeting the hurdle rates of return," he said. "The pricing is favorable to both buyer and seller, and it looks like a deal to applaud on both sides."

The sale is expected to close by March 31, after receiving regulatory approval, and add to Mercury Finance earnings this year.

Buying the lender makes sense for Mercury, which has had trouble expanding its loan business, analysts said.

This is largely because of fierce competition from a flood of new public companies entering the business.

Mercury, one of the largest subprime auto lenders in the United States, will almost double its $1.1 billion loan portfolio once the sale closes.

In connection with the purchase, Mercury would refinance $700 million in Fidelity Acceptance debt.

Mercury also plans to double the size of its stock buyback plan to 18 million shares to offset the impact of the acquisition on earnings.

Mercury reported $15.9 million in third quarter earnings from $116.8 million in total revenues. It has market capital of $2.4 billion.

- Michael Smith and Joseph Giannone of Bloomberg Business News contributed to this story.

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