What is the difference between a merger and an acquisition? Not much, according to Bank One Corp. chief executive officer John B. McCoy.

The key is that all important decisions be hashed out in advance, he told an audience at John Carroll University last Thursday night.

Mr. McCoy said that before the old Banc One Corp. agreed last spring to merge with First Chicago NBD Corp., he and First Chicago chairman Verne G. Istock decided who would run the various lines of business.

The top 20 people at the combined company had been designated before the two companies held final negotiations, Mr. McCoy said.

"I don't understand how a merger of equals works," Mr. McCoy said in an interview after his speech. "Before you get into anything, you have to sit down and define how the company is going to operate."

He repeatedly referred in his remarks to Banc One's "acquisition" of First Chicago. Though most investors and analysts had viewed Banc One as the buyer and First Chicago as the target, the deal had been promoted as a merger of equals when announced in April.

Mr. McCoy said there would be no post-merger management blowup like the one in which former BankAmerica Corp. CEO David Coulter abruptly resigned after the merger with NationsBank Corp.

For one thing, there are no major losses within Bank One, as there were at BankAmerica, Mr. McCoy said.

He said he prefers keeping management talent on board after an acquisition; he cited Mr. Istock's key role in overseeing risk management.

Mr. McCoy said he never considered BankAmerica's merger with Charlotte, N.C.-based NationsBank to be a true merger of equals.

It was always clear that NationsBank chairman Hugh McColl "was going to run that company," he said.

Fielding a question about his future from the university audience, the 55-year-old Mr. McCoy quipped, "I hope I leave with a wonderful retirement party and not get carried out like some of these guys."

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