The once-small fish that grew by swallowing minnows has at last been gobbled up itself.

After 20 years spent building West Virginia's largest bank holding company, Marshall Reynolds has dropped his self-described "creature of mergers," Key Centurion Bankshares Inc., into the waiting jaws of Banc One Corp.

But not without taking a few choice fillets for himself. As chairman of Key Centurion and its largest shareholder. Mr. Reynolds stands to gain about $20.1 million worth of Banc One stock from the deal.

At a time when some bankers are portraying takeovers as a looming calamity, Mr. Reynolds stands as a reminder that takeover targets can benefit immediately and handsomely when they say yes.

Under the terms of the deal announced June 5, Charleston-based Key Centurion agreed to exchange each of its shares for a minimum of 0.4348 share of Banc One common. The total market value may exceed $536 million - almost twice Key Centurion's book value.

Not one to dwell on emotional ties to banking, the agile Mr. Reynolds is throwing himself into his other and even more long-standing profession, which is the printing business. He hopes to go public this year with Chapman Printing Co.

A Matter of Good Business

But Mr. Reynolds, 55, says there are sound strategic reasons why solid banking companies such as his should consider mergers.

In the case of Key Centurion, Mr. Reynolds viewed a Banc One alliance as a case of join or fight.

Although operating the largest franchise in the state, with $3 billion in assets, 16 subsidiaries, and 54 branch offices, Mr. Reynolds worried that rival One Valley Bancorp, Charleston, might be snapped up by a deep-pocketed superregional.

"My thinking was, |Jeez, what if a company like Banc One would have acquired One Valley?,'" said Mr. Reynolds, who is a native of Huntington. "I didn't want to take that on."

Still, the Banc One deal was no waltz to the altar. Mr. Reynolds for several years had considered teaming up with Banc One or another big banking company. Nothing jelled.

What edged Mr. Reynolds toward "the single most important business decision you'll ever make," was an unsolicited buyout offer from the rebounding Mellon Bank Corp., Pittsburgh.

He remembers sizing up each of the suitors and asking himself: "Are these the kind of people I want to be involved with?"

A Quality Franchise

That Mr. Reynolds had the high-class problem of choosing between such substantial bidders is testament to the quality of the franchise he built, experts say.

The company posted a healthy 1.24% return on average assets in first quarter 1992. That companies with 0.81% for banks of comparable size, according to Keefe, Bruyette & Woods Inc. And Key Centurion's 9.93% ratio of equity to assets at March 31 towered above the 7.17% average equity ratio of its peers.

"Key Centurion is a very well-run shop," said Reid Nagle, a banking analyst at SNL Securities.

Mr. Reynolds led the way in building the bank from a $215 million small-town institution. The momentum began more than 20 years ago, when the executive went shopping for a loan to finance his fledgling printing company.

Because of legal prohibitions on multibank holding companies in West Virginia, Mr. Reynolds couldn't find a bank able to provide adequate financing. Forced to go outside the state for loans, Mr. Reynolds decided to jump into banking himself.

After building a stake in First Huntington National Bank in 1982, he and a handful of other bank investors pressured the state into lowering regulatory barriers.

Praise from the Governor

A half decade and several acquisitions later, Mr. Reynolds was astride the largest banking company in the state. Along the way, he won respect for his efforts in building the region's economy.

Through a spokesperson, West Virginia Governor Gaston Caperton said, "Marshall Reynolds and Key Centurion have been the leading forces for economic and job development in West Virginia's financial community."

At the end of the day, even a savvy financial executive such as Mr. Reynolds harbors a bit of emotion when it comes time to cash out and move on. "My oldest son is going to have a child in December, and I'm really proud of the way he's conducting himself, being a mature and responsible husband," said Mr. Reynolds. "But by the same token you kind of hate to see that he got to the point where he has left home."

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