JMC Group, a beleaguered investment marketing firm, has signed a letter of intent to merge with a company that provides auditing and consulting services to community banks.

The San Diego-based firm, which manages bank brokerage programs, has offered an undisclosed amount of newly issued stock to USBA Holdings Ltd., a privately held company in Atlanta.

JMC's chairman, James Mitchell, will hold that title with the merged company. Ronald D. Wallace, president and chief executive of USBA Holdings, will continue to hold those positions.

JMC Group has been struggling for years to survive because it relied on only six large banks for revenue. But those banks, most notably Barnett Banks Inc., internalized their brokerage operations, diminishing JMC's role.

The acquisition offers JMC a direct avenue to community banks, many of which can't always afford to run their brokerages.

The deal is subject to regulatory and shareholder approval and the shaping of a definitive agreement. Mr. Mitchell could not be reached for comment.

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