A start-up commercial bank in Burnsville, N.C., said it has a deal to buy Mitchell Bancorp in nearby Spruce Pine for about $19.6 million of cash and stock.

First Western Bank, with $8.1 million of assets, would exchange 1.6 share for each share of Mitchell stock or pay roughly $20 per share for those acquired with cash. No more than 49.9% of the deal is to be financed with cash.

First Western was founded in 1997 and opened a Spruce Pine office last December. Mitchell Savings Bank, with $34.6 million of assets and one office, would take the First Western name.

Edward Ballew, chief executive officer at Mitchell, said the thrift had been looking for a buyer and said First Western is a good fit because the two institutions are owned by many of the same stockholders.

"Management here is getting old, so we've been trying to get out," said Mr. Ballew, who has been Mitchell's CEO since 1947. The transaction, accounted for as a purchase, is expected to close in early 1999.

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