Shareholders of First Chicago NBD Corp. and Banc One Corp. overwhelmingly approved the companies' planned merger in Tuesday meetings here and in Columbus, Ohio.
The shareholder vote was one of the last hurdles before the $21 billion deal could be completed. The merger must still be approved by the Indiana Department of Financial Institutions, which is expected to make a decision next week. Company officials hope to close the deal early next month.
The merged company's board of directors was also named Tuesday. Of the 22 directors, four would be inside directors: chairman Verne G. Istock, chief executive officer John B. McCoy, and vice chairmen David Vitale and Richard Lehmann. The outside directors represent an even split-nine from each company's board. The new board would have two women and two minority directors.
The new $240 billion-asset company, to be called Bank One Corp., would be a Delaware corporation with headquarters in Chicago. Joining the new board as outside directors would be some of Chicago's business heavyweights, including William G. Lowrie, president of Amoco Corp., and John H. Bryan, chairman and chief executive officer of Sara Lee Corp.
Mr. Istock, First Chicago's chairman, reiterated to his shareholders at Tuesday's meeting that the company was well along in its preparation for combining with Banc One. "We're prepared to hit the ground running, operating as one company the day after the merger is completed," Mr. Istock said. However, he said in an interview after the shareholder vote, integration of the two companies would take up to 18 months to complete.
Mr. Istock was noncommittal regarding future acquisitions, but predicted more mergers of banks and nonbanking companies. "I think Citigroup is an indication we're going to see further consolidation in all financial services businesses," Mr. Istock said. "I can't speak to what our role will or will not be."
In a statement, Banc One's chairman Mr. McCoy said his shareholders "recognize the value we're bringing together in these two strong companies."
The merger was approved by First Chicago shareholders, representing 211 million shares, or 94% of those voting. It was also approved by Banc One stock holders who own 522 million shares, or 98% voting.