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NCNB Corp., a fast-growing banking powerhouse from the Southeast, is negotiating to acquire another large Southeastern banking company in what would be the largest merger in U.S. banking history and set the stage for a decade of consolidation in the troubled industry.

Directors of C&S;/Sovran Financial Corp., which itself is the product of a merger last year, could decide as soon as today to accept NCNB's offer to combine and become the nation's second-largest banking organization, with operations stretching from the coastal cities of Baltimore and Miami to the oilfields of West Texas and assets of $117 billion.

Only Citicorp, with assets of $216.9 billion, would be larger in the United States.

If NCNB can bring off the deal, it would open a new realm for super-regional banks, which began in the early 1980s as some states opened their borders to interstate acquisitions.

NCNB, which is based in Charlotte, N.C., has expanded rapidly into Florida and five other states, including Texas -- where it wrangled billions of dollars in federal assistance in 1988 in return for taking over the failed First Republicbank, the state's largest.

In a decade, Hugh L. McColl Jr., NCNB's fiercely competitive chairman and chief executive, has taken his little-known bank, formerly known as the North Carolina National Bank, with $7.7 billion in assets in 1981 and big ambitions, and created a banking behemoth by acquiring a hodgepodge of community banks, regional institutions and failed banks and savings and loans.

The prospect of an NCNB-C&S;/Sovran merger "is potentially a catalytic event for the banking industry," said James J. McDermott Jr., president of Keefe, Bruyette, Woods Inc., a bank research firm in New York.

Word of a possible merger moved C&S;/Sovran's stock on the New York Stock Exchange to close at $22.75, up $3.375. NCNB's shares on the Big Board closed at $38.25, up 12 1/2 cents.

A person close to NCNB said that the deal would be worth almost $4 billion in stock for shareholders of C&S;/Sovran.

Yesterday, Scott Scredon, a spokesman for C&S;/Sovran, which has headquarters in Atlanta and Norfolk, Va., said that the company's chairman and chief executive, Bennett A. Brown, had been authorized to meet with Mr. McColl, "to discuss the North Carolina bank's proposal to merge."

The spokesman said that Mr. Brown would discuss NCNB's offer with the C&S;/Sovran board today.

In a statement, NCNB confirmed that there were "preliminary and exploratory" discussions between the companies and added that it looked forward to continuing the talks.

Locally, C&S;/Sovran has a much bigger franchise than NCNB. While neither bank would disclose the value of its assets in Maryland, Sovran Bank/Maryland has more than $3 billion in deposits, well above the $282 million claimed by NCNB Bank of Maryland.

Richard Stilley, a spokesman for NCNB, said that there are no plans yet with respect to merging Maryland operations, if the merger of the parent companies indeed takes place.

"You're getting nine miles down the road," he said.

Tim Mullaney of The Sun's Business staff contributed to this article.

Banks at a glance

C&S;/Sovran has 145 offices in metropolitan Washington, counting Northern Virginia and suburban Maryland branches.

TC Category.. .. .. .. NCNB.. .. .. .. .. .. C&S;/SOVRAN


Offices.. .. .. .. ..7.. .. .. .. .. .. .. .. ..85

Deposits.. .. .. *$282.3 million.. .. ..**$3.375 billion


Offices.. .. .. .. ..1.. .. .. .. .. .. .. .. 271

depostis.. .. .. ..$8.2 million.. .. .. ..$9.8 billion

District Of Columbia

offices.. .. .. .. none.. .. .. .. .. .. .. .. 11

deposits.. .. .. .. N.A... .. .. .. .. .. $750 million

Companywide data

Employees.. .. .. 27,002.. .. .. .. .. .. 29,950

stockholders.. .. 29,064.. .. .. .. .. .. 70,000

HQ.. .. .. .. .. Charlotte,.. .. .. .. .Atlanta and

.. .. .. .. .. .. .N.C... .. .. .. .. .Norfolk, Va.

Closing Stock price

Yesterday.. .. .. $38.25.. .. .. .. .. ..$22.75

Tuesday.. .. .. .$38.125.. .. .. .. .. .$19.375

* As of May 31, 1991

**As of June 30, 1989

Source: C&S;/Sovran Corp., NCNB corp.

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