Addressing shareholders directly for the first time since the merger deal with Banc One Corp. was announced last month, First Chicago NBD Corp. chairman Verne G. Istock laid out a rationale for the combination.

At First Chicago's annual stockholders meeting here Friday, Mr. Istock said that the pending "merger is an unprecedented opportunity for us to leverage the strengths of our franchise to create an even more powerful entity-unparalleled in the Midwest, national in reach, and focused on delivering value."

He also touted the two companies' "complementary skills" and "common culture."

Shareholders have yet to vote on the agreement, and no date has been sent for them to do so.

The combined company, to be called Banc One, would have $230 billion of assets and be based in Chicago.

"We opted for a merger of equals because we wanted a transaction that would quickly add to earnings where we would add value, not by destroying value, but by capitalizing on the strengths of our people and our products," Mr. Istock said.

Michael Moran, an analyst with Roney & Co. in Detroit, said he believes Mr. Istock needed to address why the company decided on a merger of equals instead of selling outright.

"It's getting past the emotional letdown for one set of shareholders that there wasn't a huge premium paid," Mr. Moran said. Many investors still have concerns about mergers of equals, he added.

Mr. Istock said in an interview after the meeting that he was committed to completing the merger speedily and with little customer disruption.

He learned how to make such a combination work during First Chicago's 1995 merger with Detroit-based NBD Bancorp. he said. This time, he added, there should be even fewer glitches.

Looking back at the First Chicago-NBD merger, "we felt we could have expedited things," Mr. Istock said.

"I'm not critical of the process," he said. 'I just think we could do some things better" in the Banc One deal.

Mr. Istock also said there have been no surprises so far in the process of melding First Chicago and Banc One. Making sure the merger goes smoothly is his biggest task at hand, he said.

Banc One chairman John B. McCoy is slated to become CEO of the new company, and Mr. Istock chairman. Mr. McCoy has said he would defer to Mr. Istock on some merger issues because Mr. Istock had already gone through a similar experience.

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