R. Tom Roddy, chief executive of Benson Financial Corp., sat at his desk and prepared to tell the story of his company's resurrection once again.

"I went through this thing a hundred times on the road show," Mr. Roddy said, half laughing and half sighing. But Mr. Roddy rises to the occasion, believing that the story of how Benson Financial rose from the ashes is worth telling all over again because of all the unusual things he and his employees did to make it possible.

Benson Financial and its once-dead, since-risen Groos Bank is a story about Texas gumption and refusing to admit defeat. And while Groos Bank's comeback says much about its management's abilities, it also says volumes about how rank-and-file employees can make the deciding difference in a crisis.

Last month, Benson Financial, owner of Groos Bank and Kelly Field National Bank, both of San Antonio, raised $16 million to restructure its debt and give it enough capital to grow. The offering, underwritten by Hoefer & Arnett Inc. in San Francisco and Keefe, Bruyette & Woods Inc., capped a stunning comeback from 1990. At the end of that year, Benson Financial, with $447 million in assets, had a shareholder deficit of $88,000.

By June of this year, Benson had slogged its way back from the brink. Before selling stock this fall, the company's total risk-based capital had risen to the regulatory minimum of 8%. Its nonperforming assets had gone from a peak of 7.34% of total assets to 1.78%. Book value had gone from a negative S1.02 a share to a positive S7.60; return on assets from a negative 2.45% to a positive 1.03%.

In interviews with top management, a picture emerges of a company marshaling all its resources - from its super-rich majority owner to the tellers - to save itself.

"I've compared stories with a lot of Texas bankers," said Groos Bank chief executive Bill McCandless. "What was key to our survival was that no matter how fast the problems piled up, we dealt with each one. We didn't procrastinate."

"We were never going to give up, and we never admitted we were going to fail," said Mr. Roddy. "We just needed to be left open. As long as the doors weren't locked, we had the chance we needed."

Houston bank consultant William Strunk, seeing Mr. Roddy at a recent community bankers conference, summed it up this way: "Every time I see that guy, I can't believe he's still here."

The common thread in Benson Financial is its majority owner, Tom Benson. Mr. Benson is one of the country's biggest car dealers and owner of the New Orleans Saints football team. In 1982, he bought control of several south Texas banks. Five years later, he formed Benson Financial, consolidating several banks he owned under one holding company that owned Groos Bank, the oldest bank in Texas, and Kelly Field, a bank with a niche serving military officers.

In 1989, Groos Bank bought San Pedro Bank, which was run by Mr. McCandless, creating a $340 million-asset community bank in San Antonio. In 1990, the Office of the Comptroller of the Currency, after a grueling examination, forced the bank to reserve heavily, leaving less than $2.5 million in capital.

In January 1991, soon after Benson tabulated its crushing $11.6 million loss for 1990, the Federal Deposit Insurance Corp. was well on its way to revoking Groos Bank's deposit insurance. An administrative law judge was headed to San Antonio for a hearing on the insurance.

Mr. Roddy, an ultra-groomed, cool-voiced Texan with salt-and-pepper hair, called seven executives into a Saturday meeting that month, and somberly gave them the bottom line.

"If anyone here isn't prepared to run this bank in a completely different way than you ever have before, I'll understand it, but you have to resign," Mt. McCandless remembers him saying.

Mr. McCandless recalls Mr. Roddy coming up with the idea that he believes saved the bank.

"The way things were happening, the entire world was turning upside down," Mr. McCandless said. "No matter how we tried, neither Tom nor me nor both of us together could pay attention to all the things that had to be done."

So what they did was create committees, each assigned with a particular problem. There was the past-due committee, the other real estate owned committee, the service fee committee, the net interest margin committee.

The committee members didn't necessary have experience, say, in selling foreclosed real estate, but they were empowered and compensated to perform.

And perform they did. The net interest margin committee, which was chaired by a member of the trust department, was charged with monitoring interest policy on both deposits and credits. The committee led the charge into indirect auto lending, now a huge money maker for Groos, and no loan was priced in the last two years without their input. The result was a net interest margin that went from 3.8% in 1990 to 5.9% today.

Similar performance was shown on all committees, and the nuts and bolts and primary responsibility of running a profitable business while in crisis mode fell to the rank and file, shifting away from the executive suite.

"The committees were the `in' group," says Mr. McCandless. "They had the information and the inside track, and many senior officers weren't on the committees. We staffed them with the hardest-working, most pissed people we could find. And we gave the chairmen of the committees full rein to kick people off them, even if they were senior people."

"What the committees did was bring together people with different backgrounds to bear on problems that they didn't necessarily have experience in," said Kathy Bolner, a vice president of branching who chaired the past-due committee. "We brought new ideas and new ways of doing things, which it turns out was exactly what was needed."

That left time left for senior management to restructure the holding company. Their capital plan called for Kelly Field National, which remained profitable, to contribute to Groos Bank's capital through dividends paid to the holding company That, and a promise from Mr. Benson to ante up more capital if it became necessary, persuaded regulators to keep the doors open and allow the company to earn its way back into compliance. The $16 million stock sale, 65% institutional and 35% retail, gives the company a 16% total risk-based capital ratio.

"There's a lessen to be learned here," said Mr. Strunk the consultant. "Every bank can be a top-performing bank if they do exactly what Tom Roddy did. They have to change, and not just change one thing or two things, but a hundred things.

"The only thing that likes change is a newborn baby with a dirty diaper. But Tom Roddy learned that in change, there's opportunity. And it's fun."

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