Pioneer Savings Bank of Nevada relishes its independence. So when it formed its holding company four years ago, the directors adopted a provision that forbids its sale without approval from 80% of its shareholders.
Today, Reno-based Pioneer Citizens ranks among Nevada's fastest-growing holding companies, with $803 million of assets. While directors are open to offers, president William E. Martin said, the 80% provision has kept hostile suitors at bay.
"If you're going to be kissed, you like to be asked," said Mr. Martin.
Requiring such a "super majority" is just one way a community bank can protect itself from unwanted acquirers. And more and more of these institutions find that they have to play this kind of hardball.
"It's really about controlling your own destiny," said Jeffrey C. Gerrish, an attorney at Gerrish & McCreary in Memphis and a leading adviser on anti-takeover methods.
Although he acknowledged that no provision is foolproof, Mr. Gerrish said such steps often force unfriendly suitors to deal directly with a bank's board, rather than all the shareholders.
Hostile acquisitions of community banks-or banks in general-are not unknown, but they are far from common.
The last year has seen only a handful of unfriendly community bank takeover attempts, and most were thwarted. Among them, a California hedge fund failed in its bid for four thrifts in Massachusetts and Pennsylvania, and a San Diego bank aborted an attempt to buy a smaller neighbor.
Nevertheless, David H. Baris, executive director at the American Association of Bank Directors, said community banks are wise to protect their flanks.
"I analogize it to an inner-city street," he said. "If one side of the street has no lights and the other has floodlights, which side do you think is going to experience more crime?"
That was what Village Bancorp in Ridgefield, Conn., was thinking when it adopted its poison pill last year. Concerned about the spread of takeover attempts in New England, the $220 million-asset bank adopted a plan that gives shareholders the right to buy more stock at a cheap price if any group acquires 15% of outstanding shares.
It is hard to say whether the measure did the trick, but president and chief executive officer Robert V. Macklin said Village Bancorp has not been approached since the rights plan was adopted a year ago.
Still, activist investors say they are typically not deterred by such tactics.
Jerry Shearer, managing director at Mid-Atlantic Investors in Columbia, S.C., said that no matter what steps a board may take, an underperforming company will always be fair game to companies like Mid-Atlantic.
"There is not a whole lot a bank can do other than to have good profits and a good stock price," said Mr. Shearer.
In fact, some community bankers agree, saying anti-takeover mechanisms can actually be a disservice to shareholders.
"From our perspective, the best defense is continued good earnings and good performance," said Rick McGill, president and chief executive officer at $847 million-asset Quaker City Bancorp in Whittier, Calif.
James McDonough, president and chief executive officer at a Massachusetts bank that was a hostile takeover target last year, said the best defense is "to just make money.
"We're not about maintaining control," said the president of Abington Savings Bank, which has not adopted any of these measures. "We're about doing what's right by shareholders."
