Bank acquisition prices have climbed so high that many independent- minded community bankers are seeking expert help in sorting out their options.
The choices are straightforward-to sell, merge, or stand pat-but the calculation can be complex. So the bankers are turning to systematic evaluation programs from companies such as Bank Analysis Center Inc. in Hartford, Conn., and National Institute for Community Banking Inc., Dallas.
"With the prices banks were getting, we felt we owed it to our shareholders to go out and test the market," said Richard Bozzuto, former chairman of Heritage Bank. The Watertown, Conn., institution sought such outside counsel before deciding to sell itself last year.
In parallel with their large-bank counterparts who have made recent headlines with unprecedented purchase premiums, community bankers are facing higher-stakes strategic decisions than ever before.
In August, 20 bank mergers were completed, bringing the year's total to 209, according to statistics compiled by Shesunoff Information Services. The full-year totals were 665 in 1996 and 788 in 1995.
Last fall Mr. Bozzuto and Heritage Bank directors enrolled in SIAM, the Sell, Independence, Acquire, Merge program of Bank Analysis Center. The SIAM analysis includes creation of a detailed list of potential targets and buyers. The analysis, which can cost as much as $25,000, might also handicap a bank's odds of surviving on its own.
Bank Analysis Center has offered SIAM for four years, but in the last 18 months enrollment has tripled, said the firm's president, John Carusone. It is providing SIAM analyses for some 20 Northeast banks.
"A lot of boards are reevaluating what their alternatives are and how the alternatives bump up against their fiduciary responsibility to shareholders," said Mr. Carusone.
National Institute for Community Banking is also reporting more client curiosity. Two years ago the company may have been involved in about 50 evaluations, said chairman David Shuster. In recent months the firm has worked with some 300 banks, including Lubbock National Bank and Security State Bank of McCamey, both in Texas.
Heritage Bank, which was eight years old, had built a loyal following but had yet to turn a meaningful profit. When its directors hired Bank Analysis Center last fall, they were in a quandary: Should they cash out even though it would mean depriving the town of an independent community bank?
The analysis, which took nearly three months, did not include recommendations. But the data convinced Heritage's directors that the time was right to sell. Heritage went to Centerbank of Waterbury, Conn., for $8 million. Centerbank was later bought by First Union Corp., Charlotte, N.C.
"I think it was a decision that was in the best interests of the shareholders," said Mr. Bozzuto. "We felt an obligation to the people that put up the money."
Despite the expense they are incurring to explore merger options, many banks finish the evaluation processes and choose to remain independent. Nearly all of Mr. Shuster's clients have chosen to stay the course.
Twelve-year-old, $112 million-asset Cornerstone Bank in Stamford, Conn., which went through SIAM this year, opted to remain on its own even though shareholders might have profited handsomely.
"There are still people out there, even Generation X-ers, who like to go to a bank with a real deposit slip and talk to a real teller," said Cornerstone executive vice president James Jackubek.
Of course, not all community bank directors have felt compelled to undergo such intense reviews. David Costello, chief financial officer at Carrollton Bank in Baltimore, said his directors will attempt to handle the wrenching question of selling or remaining independent when they make a retreat sometime in the next couple of weeks. They have no intention of subjecting themselves to the consultants' rigors.
Though reviews can take anywhere from two to six months, Mr. Carusone said he was recently hired by directors of a New Hampshire bank who wanted a report in a month.
Pressure from investment bankers may also be contributing to the rush for formal reviews, said Sam Malizia, a Washington attorney who represents community banks. With some banks paying as much as four times book value for smaller competitors, cold-calling from investment bankers has reached new heights.
"Investment bankers are calling bankers and board members and telling them they have a fiduciary responsibility to their shareholders" to consider potential buyers, said Mr. Malizia. Even if that is not necessarily true, he added, "they believe it."
