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 COLUMBUS, Ohio, Nov. 3 /PRNewswire/ -- Banc One Corporation (NYSE: ONE) and Liberty National Bancorp, Inc., (NASDAQ: LNBC), a multi- bank holding company headquartered in Louisville, Ky., jointly announced today that they have signed an agreement for the merger of Liberty National with Banc One. The announcement was made by John B. McCoy, chairman and chief executive officer of Banc One, and Malcolm B. Chancey, Jr., chairman and chief executive officer of Liberty National.
 Terms of the agreement call for Liberty National Bancorp, Inc. shareholders to receive $35.00 in value of Banc One stock if Banc One shares are trading between $41.57 and $44.00 a share. If Banc One shares are trading at or below $41.57 per share, Liberty National shareholders will receive .8421 shares of Banc One for each share of Liberty National. If Banc One is trading at or above $44.00, Liberty National shareholders will receive .7954 shares of Banc One stock for each Liberty National share. Banc One stock will be valued during a defined period of time prior to closing. Banc One stock closed at $37.50 on Tuesday, Nov. 2, 1993, indicating a value of $31.58 per Liberty share and an aggregate transaction value of approximately $842 million. In connection with this agreement, Liberty National has granted Banc One an option to purchase 19.9 percent of its common stock under certain circumstances. The transaction is subject to Liberty National shareholder and regulatory approval.
 McCoy said, "This is a strategic affiliation for us in that our stated objective is to be one of the top three banks in the markets we serve. Banc One currently has the dominant retail market share in Lexington, and we are particularly pleased that Liberty has a 40 percent retail loan share in Louisville. Combined, these two affiliates will become the largest banking company in Kentucky and will be the only one serving all major markets. In addition, Liberty has offices in Indiana which will increase our presence in that state and offices in Northern Kentucky which will expand our service in the greater Cincinnati market."
 Chancey said, "We are very pleased to be joining Banc One. The corporation has demonstrated an exceptional ability that enables affiliates to dramatically improve operating performance while maintaining strong local autonomy. This association will permit us to play an even more significant role in the future growth of Kentucky, and will position our banks' customers, shareholders and employees for the future."
 It is anticipated that Bank One, Lexington will join with Liberty National to become part of Banc One Kentucky Corporation at the end of the second quarter of 1994. Liberty National's current board of directors will become directors of Banc One Kentucky Corporation, along with representatives from Bank One, Lexington. Malcolm B. Chancey, Jr. will become chairman and chief executive officer of Banc One Kentucky Corporation and Bank One, Louisville NA. R. K. Guillaume, currently president of Liberty National, will become president of Bank One, Louisville, NA and William R. Hartman will continue as chairman and chief executive officer of Bank One, Lexington, NA.
 In order to adjust current Liberty National dividends to the current Banc One dividend schedule Liberty National anticipates paying a special dividend early in January 1994, in an amount equal to two-thirds of its normal quarterly dividend. Liberty National also anticipates that it will then pay dividends in the last few days of each calendar quarter.
 Liberty National Bancorp, Inc. had assets of approximately $4.7 billion as of Sept. 30, 1993. In addition to its lead bank, Liberty National Bank and Trust Company of Kentucky, Liberty owns eight other banks: Liberty National Bank of Hardin County; Liberty National Bank and Trust Company of Indiana; Liberty National Bank of Madisonville; Liberty National Bank of Northern Kentucky; Liberty National Bank of Owensboro; Liberty National Bank of Shelbyville and two banks acquired in March 1993, Hardin County Bank and Trust Company and Farmers Deposit Banks, Brandenburg, Ky. which are in the process of being combined with the assets of Liberty National Bank of Hardin County. In April 1993, Liberty announced an agreement to acquire First Federal Savings Bank of Hopkinsville, Ky., which should be consummated prior to the end of this year. Liberty National also operates several additional corporations that engage in leasing, brokerage, consumer finance and insurance. Banc One currently has assets of $1.7 billion in Kentucky, with banks in Lexington and Pikeville.
 Banc One Corporation had assets of $76.5 billion as of Sept. 30, 1993, and common equity of $6.5 billion. Banc One operates 78 banks with 1,320 offices in Arizona, California, Colorado, Illinois, Indiana, Kentucky, Michigan, Ohio, Texas, Utah, West Virginia and Wisconsin. Banc One Corporation also operates several additional corporations that engage in data processing, venture capital, investment and merchant banking, trust, brokerage, investment management, equipment leasing, mortgage banking, consumer finance and insurance.
 -0- 11/3/93
 /CONTACT: John A. Russell of Banc One, 614-248-5989; or Carl E. Weigel, 502-566-2510, or Theodore R. Frith, 502-566-2083, both of Liberty National/

CO: Banc One Corporation; Liberty National Bancorp, Inc. ST: Ohio, Kentucky IN: FIN SU: TNM

KL-BM -- CL006 -- 9978 11/03/93 08:52 EST
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Publication:PR Newswire
Date:Nov 3, 1993

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