Bank of Montreal, its Chicago subsidiary Harris Bankcorp, and BankBoston Corp. are joining forces with a consulting firm to create a credit card company.

The company, not yet named, will combine the Harris and BankBoston portfolios to open with $1.9 billion of loans and 1.5 million customers.

The pooling of resources will boost efficiency and provide a basis for growth, in part through "creative alliances" with other banks, the companies said.

"We just didn't have the scale with $1.2 billion in outstandings, and we felt that scale and skill are critical factors going forward," said BankBoston executive vice president Peter Manning.

The venture will be managed by a unit of First Annapolis Consulting, Linthicum, Md., and rely on First Data Corp. for processing support.

Officials said they hope to get regulatory approvals by Nov. 30 to open a card-issuing bank. It would currently rank 32d in receivables, but "we anticipate that this company will be a top-15 credit card company by 2000," said John R. Soderlund, managing director of First Annapolis and president and chief executive officer of the joint venture.

"A key portion of our expansion plan is portfolio acquisition or alliances with other banks," he said. "We are highly confident we can bring together one or more alliances in 1998."

Bank of Montreal is paying in $115 million as operating capital and will own 69% of the new company. Bank of Boston will get 19% in exchange for its card portfolio. First Annapolis is contributing a portfolio management arm, First Annapolis Marketing Information Services Inc., and getting a 12% stake.

Most of Harris Bank's 270 credit card employees will become employees of First Data Resources, which already does merchant processing for both banks.

"We're looking at this very much as an offensive move, and we're very enthusiastic about its prospects," said Jeffrey S. Chisholm, vice chairman of electronic financial services at Bank of Montreal.

It is a U.S.-focused strategy, even though Bank of Montreal is one of the largest card issuers in Canada and owns 16% of equity-a 20% voting stake-in Bancomer, the largest in Mexico.

BankBoston has been reconsidering its card strategy for months, and the joint venture fits a pattern. The bank previously formed HomeSide, a mortgage company, with Barnett Banks Inc. of Florida; and Equiserve, a shareholder services venture, with State Street Corp., also of Boston.

"The common themes are scale, technology, and wisdom," Mr. Manning said.

The new card company could find economies of scale in such areas as data mining, marketing, technology, and acquisitions, its founders said. The company will court banks that might want to outsource their portfolios- typically between $100 million and $2 billion-but retain their brand names.

Jerry D. Craft, the former head of Wachovia Corp.'s card operation, has applied to open a similar credit card bank that would operate in conjunction with his Atlanta-based firm, Program Management Corp.

Industry experts questioned the rationale for the Boston-Montreal company, which they viewed as an attempt to bump two relatively small portfolios into a higher tier.

"It's not clear to me that there is a market need for this," said Arthur Clark, president of Business Dynamics Consulting, Nyack, N.Y. "Over the years, banks have not been all that happy putting their destinies in other bankers' hands."

Anita Boomstein, a credit card specialist at the New York law firm Hughes, Hubbard & Reed, said size was less important than management. "Economies of scale help you on operating costs," she said. "But you still have to worry about credit risk and being smart strategically."

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