Bringing non-bank M&A down to size.

Convention has never suited Marshall V. Davidson.

A senior investment banker at Adams Cohen & Co., Great Neck, N.Y., the blunt-speaking Texan makes it clear that he is not satisfied advising small-asset clients on traditional deals -- "bank A buys thrift B," as he puts it.

He wants to expand the breadth of the banking industry's nonbank M&A activity beyond a select group of big players.

The mutual fund companies and money managers that most assume are reserved only for big players such as Mellon Banking Corp., Mr. Davidson insists, are up for grabs for nearly any size institution.

When it comes to competing in money management, small banks and thrifts are "limited essentially by their imagination," he says. "I think you can take a $1.5 billion commercial bank in New York and do it."

He also points out that there are many ways to compete in the asset management business without buying another company.

"I would say to our client, 'You don't have to buy these businesses; a lot of these businesses walk out the door every night. I'll be your adviser to put it all together. We'll take warrants in your stock as part of our fee.'"

The key, Mr. Davidson says, is the ability to find investment talent, to have knowledge of the business and to have creativity -- all things he says an investment banker can help with.

"We're talking about how someone can raise his (price-earnings) multiple by acquiring across sub-industry lines."

His belief that investment bankers -- and their clients -- need not have a single focus is not surprising for a man as complex as Mr. Davidson.

Five minutes into an interview, he confesses that he is a struggling writer; an amateur photographer; a futures equity fund manager; that his mother is his life's major influence; and -- not so modestly -- that he is an investment banker renowned for innovation.

His actual resume is just as eclectic. In an industry known to be peripatetic, Mr. Davidson has bounced around during a two-decade-long career. His six stops have included CS First Boston Corp.; now defunct Drexel Burnham Lambert Inc.; Kidder, Peabody & Co., and most recently, Adams Cohen.

Wherever he has gone, he has brought ideas and enthusiasm. And while he could be criticized for speaking his mind too often, he is well regarded for his innovative solutions for struggling banks. That reputation will come in handy at Adams Cohen where he was hired in January with a mandate to expand the firm's corporate finance department beyond its highly touted thrift conversion practice.

The decision to expand the practice is not entirely coincidental. His hiring came just as congressional hearings chilled the environment for the controversial deals.

And while Adams Cohen ranked as the number one thrift conversion adviser in terms of gross proceeds in the first half of the year, it did not rank at all in 1993 for overall advisory work, according to S&L Securities.

Mt. Davidson brings with him more than 30 clients and a Rolodex brimming with the names and personalities that include everyone from fallen junk bond king Michael Milken to Hugh McColl, chairman of NationsBank Corp.

From this he hopes to build Adams Cohen into a real player in corporate finance, moving small banks into nonbank arenas. He also holds out the possibility of converting credit unions to stock status, an extension of the firm's thrift conversion business.

While at Drexel in 1987, Mr. Davidson made his name by devising the now famous "good-bank/bad-bank" strategy to help Mellon manage its troubled loans.

Mr. Davidson created two banks to segment the risk, and then raised capital for the strong bank, Mellon. Few would have expected Mellon to he able to raise the capital, but Mr. Davison made it happen with the then-potent market muscle of Drexel.

Four years later when three New Hampshire banks were seized by the Federal Deposit Insurance Corp., Mr. Davidson, then at Kidder, Peabody, devised the strategy of merging the three and-bringing in outside investors who infused $40 million into the new entity.

Two years later, Shawmut National Corp. bought the combined institutions, called New Dartmouth Bank, for $143 million.

In a profession known mostly for plain vanilla deal-makers, Mr. Davidson stands out, friends say.

"He was smart enough to move out of Drexel before it imploded," jokes Rodgin Cohen, a leading banking lawyer with Sullivan & Cromwell in New York City. "He is a very innovative guy, a guy who really sits down and thinks things through, and then comes up with creative ideas."

Mr. Davidson shares credit for his success. He likes to say Hugh McColl taught him about how the industry is broken up into many segments beyond just commercial banking, and how much he learns from other industry figures.

But he also insists on doing things his way.

"I don't believe in going along to get along," he said. "But then my mother isn't like that. I am not particularly good at kow-towing."

Sitting in a cozy Italian restaurant near his home on the East Side of Manhattan, Mr. Davidson concedes he has paid for his individuality. There is no large home in the suburbs, no plush office on Wall Street or any of the other amenities associated with successful Wall Street bankers.

But having been on Wall Street, he is happy at Adams Cohen. It should take at least three years to build Adams Cohen's corporate finance department.

After that, he leaves the future open.

"I hope I am still building when I die," he said.

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