The nation's largest black-owned banking company is being bought by a suitor it spurned two years ago: Shorebank Corp., the nationally known development bank that is owned by some of the country's largest banks and corporations.

Shorebank's South Shore Bank subsidiary will nearly double in size, to $550 million of assets, when it acquires Indecorp Inc. and its Independence Bank and Drexel National Bank, two of the oldest and most successful minority-owned banks in the country.

Indecorp has been for sale for two years. A deal in which it would have been acquired by Michigan's Omnibanc Corp. fell apart six months ago.

The sale to Shorebank is expected to be for cash. No price was disclosed.

Sources familiar with the banks said it's not certain the deal will go through. They cited sharply differing corporate cultures and balance sheets.

"I was fairly surprised," said one source familiar with both companies. "One reason Shorebank has backed away in the past is because the cultures of the two companies weren't very compatible."

In addition, Shorebank will likely have to raise capital from its investors. A group of corporations and large banks - including Bank of Amerca, First Chicago, and Northern Trust Corp. - invested more than $9 million in Shorebank in 1993 and are the company's largest shareholders, though their stock is nonvoting.

The merged entity would be the nation's largest financial institution focusing on inner-city economic development, Shorebank said. The merger is expected to be completed by yearend.

Although Indecorp president, Alvin J. Boutte, could not be reached for comment, he said in a prepared statement that Indecorp relishes Shorebank's economic development niche.

"As the time came to place the institution in new hands, we looked for an organization capable of carrying on this legacy," Mr. Boutte said. "Shorebank, because of its 22-year track record of economic development in our communities, was the ideal choice."

The acquisition of Indecorp's two banks, $140 million-asset Independence Bank and $135 million-asset Drexel National Bank, will let $275 million- asset Shorebank focus its development areas in additional neighborhoods on the city's South Side.

William Goodyear, chairman and chief executive of Bank of America Illinois and an advisory director at Shorebank, said the two companies make a good match for lending opportunities because of the Indecorp banks' low loan-to-deposit ratios.

Indecorp's total loan-to-deposit ratio was 32%, compared with Shorebank's 77%, according to Sheshunoff Information Services.

South Shore had made overtures to Indecorp's management in the summer of 1993, but the deal went nowhere because of concerns over melding the companies' cultures. In addition, Indecorp's board wanted to sell the company to another black-owned firm.

Indecorp wound up in the arms of Omnibanc Corp., a small, black-owned banking company based in River Rouge, Mich. Omnibanc was itching to get into the Chicago market.

The banks announced the deal in August 1993, but it was scuttled in December when Omnibanc demanded a lower purchase price to reflect unrealized losses in Indecorp's securities portfolio.

Shorebank officials say they don't expect similar problems now.

"The bond market's in much better shape" than it was back then, said Joan Shapiro, Shorebank's executive vice president. "If there are any losses, they aren't going to be significant."

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