Shawmut National Corporation

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Shawmut National Corporation

777 Main Street
Hartford, Connecticut 06115
U.S.A.
(203) 728-2000
Fax: (203) 240-7707

Public Company
Incorporated: 1988
Employees: 9,565
Sales: $1.07 billion
Stock Exchanges: New York
SICs: 6712 Bank Holding Companies; 6021 National Commercial Banks; 6022 State Commercial Banks

Shawmut National Corporation is one of New England’s largest banking companies, offering financial products and services in consumer banking, commercial markets, investment and trust services, and financial institutions. The company focuses on the consumer market, small- to medium-sized companies, and the insurance industry. Shawmut also offers financial services to correspondent banks, state and local governments, and select niches in national markets. The 1988 merger between the Connecticut-based, $14.1 billion Hartford National Corporation and the $10.4 billion, Massachusetts-based Shawmut Corporation positioned the present company as one of the 20 largest bank holding companies in the United States. Into the 1990s, Shawmut continued to pursue strategic growth in order to remain competitive in the dog-eat-dog dynamics of the banking industry.

Shawmut’s diversified portfolio of businesses fall under four main business lines. Its Consumer Banking division claimed the leading market share position in southern New England, engaging in business with more than one million households—roughly one in five households in Connecticut and Massachusetts—according to a company source in November 1994. That division’s four business segments—Community Banking, Small Business Banking, the Shawmut Mortgage company, and the Installment Finance Division—satisfied the transaction, credit, savings, and investment needs of both target and mass-market consumer groups as well as small businesses.

Shawmut’s Commercial Markets business line provided commercial and asset-based lending, investment, and cash management services to companies in southern New England as well as to large, national companies in selected industries.

The company’s Investment Services and Trust line distributed a range of asset management and administrative services to a variety of institutional and retail customers. By 1994, Shawmut ranked number one in New England private banking. Its Personal Investment Services division was designed to establish investment relationships earlier in individuals’ life cycles, then nurture relationships over time, ultimately funneling clients to Personal Trust. The Institutional Investment Services, on the other hand, competed for institutional asset management business by capitalizing on the strength of Shawmut’s diverse financial services franchise.

Finally, Shawmut’s Financial Institutions business line was broken down into specialized segments designed to service clients in the insurance industry, corporate trust, government finance, and correspondent banking. The Insurance Industry division provided credit and cash management services to insurance companies. Corporate Trust provided trustee and agency services to issuers of debt, while acting as claims, disbursement, exchange and ballot agent for companies in bankruptcy proceedings. Government Finance provided credit, fiscal advisory, and investment management services to state and local governments. Correspondent Banking provided check processing, selected cash management services, and other services to banks, savings and loans, cooperatives and credit unions.

These services owed much of their breadth to the February 29, 1988, merger between Shawmut Corporation and the Hartford National Corporation, which consolidated both institutions’ vast assets under the single roof of the new Shawmut National Corporation. More than a doubling of means, however, the merger invested the story of Shawmut’s past with dual historical roots. Thereafter, the history of Shawmut would encompass the legacy of both its Massachusetts lineage—dating back to Boston in 1836—along with its Connecticut ancestry— bringing the narrative back to Hartford in 1792. A quick survey of these dual roots sheds greater light on the recent development—and future possibilities—of the Shawmut banking tree.

The Massachusetts branch of Shawmut’s history—from which the current company inherited its name—began with the founding of the Warren Bank in Boston in 1836, when operations began in a rented room on the second floor of an office building on State Street in Boston. It was a time of general economic prosperity throughout the nation; the pace of financial growth and business prosperity was matched only by the bustle of Boston’s port. New schools and universities, industries, modes of transportation from shipping to railroads, and infrastructure projects all helped spur a bustling banking industry. When the federal charter of the Second Bank of the United States expired in 1836, Warren Bank was one in the flurry of new state bank charters. Within two months after the petition was submitted to the state legislature in February 1836, Warren Bank was granted a charter. Upon opening its doors for business, Warren bank competed with twenty-eight other active banks in the Boston business community.

Less than a year later, the new bank adopted the name Shawmut, beginning a long history of growth and change under that name. The Shawmut tribe of Native Americans had inhabited the pre-colonial area around Boston, describing it with the southern Algonquin word, “Mushauwomuk,” meaning “broad low valley.” Records dating back to 1630 identified the peninsula later named Boston as Shawmut. The sachem, or leader, of the Shawmut tribe was Chief Obbatinewat, whose strength and historical significance were portrayed by the Native American bust adorning all Shawmut locations, as well as by the distinctive Shawmut logo designed in the Chiefs image.

The newly chartered bank’s board of directors—many of whom were influential figures in the insurance industry—elected as president their respected colleague, Benjamin T. Reed, a director of the Warren insurance company, Central Wharf merchant, treasurer of the newly established Eastern Railroad, former Whig legislator, and colleague of the bank’s founder, John L. Dimmock. With the aid of Thomas Drown as his hand-picked cashier, and other associates, the fledgling bank seemed well positioned for a promising future.

Any early success for Shawmut was quickly hampered by the Panic of 1837, which precipitated the failure of numerous banks and other businesses in quick succession. As lending risks skyrocketed, specie assumed premium value, and notes plummeted, driving the banking industry into a hole. Of the 126 Massachusetts banks operating at the outset of the Panic, 23 had gone out of business within seven years. Shawmut suffered with the rest, but managed to survive, thanks in part to Reed’s insistence on joining the Associated Banks of Boston, an ad hoc group of banks that agreed to accept each other’s notes in order to uphold bank credit and avoid bank rushes. After braving the general recession that lingered into the mid-1840s, Reed began pushing for expansion, moving Shawmut into larger offices in 1846 and fostering steady—if not astronomical—growth until his resignation in 1847.

Reed’s immediate successors steered Shawmut on a path of steady growth into the mid-1850s. John Gardner, elected president in May 1848, developed Shawmut’s interests in the burgeoning wool and cotton trade. When the discovery of gold in California sent shock waves through a financial community closely geared to the value of specie, Gardner maintained conservative banking practices at Shawmut. By the time he resigned his post in 1853, his successor, Albert Fearing, was on steady ground. Though Fearing’s 20-month term was the shortest in the bank’s history, he engineered Shawmut’s first capital increase, raising $250,000 in less than eight months. When Fearing resigned to join a competing firm in November 1854, Shawmut had taken its first big steps toward the terrain of big banks.

By the mid 1850, bankers had started seeking new solutions to bank problems; the rising use of checks drawn against demand deposits, for example, called for new procedures to replace the entrenched system of note redemption. Meanwhile, the prevalent Suffolk System of note redemption—by which Suffolk Bank enjoyed disproportionate benefits from its role as middleman in the note-redemption services of all Massachusetts banks—was under strain. In March 1856, Shawmut joined 29 city banks in the Boston Clearing House, an operation designed to provide a more efficient and safer method of clearing checks.

The Civil War was the straw that finally broke the back of the old banking system. Abraham Lincoln’s secretary of the Treasury, Salmon P. Chase, enacted legislation to change the banking system so that the federal government could more efficiently raise funds for the war effort. Chase proposed a system of national banks that would operate under federal law and that could issue national bank notes to serve as United States currency. From 1863 to 1865, Congress enacted three National Bank Acts to that effect, each consecutively giving federally chartered banks more autonomy. On November 22, 1864, the Comptroller of the Currency in Washington, D.C., issued Shawmut’s federal charter, initiating a period of reorganization and, ultimately, of growth for Shawmut under the management of William Branhall.

From the late 1860s until the turn of the century, Shawmut continued to grow under the presidency of John C. Cummings, Jr., as the banking industry in general moved from the post-Civil-War period and into the era of modern banking. The effects of the civil war dominated banking priorities for well over a decade. Major concerns remained reducing inflation and controlling the stock of money in circulation. Meanwhile, the seeds of modern banking began to sprout, as deposits and investments grew steadily in tandem with rapid industrial development. Shawmut’s loans grew in diversity and size, railroad securities became keystones in its portfolio, and the bank’s services expanded beyond local markets. In 1893 the Shawmut board of directors appointed James P. Stearns to the newly created post of vice-president. Cummings needed all the help he could get, as the nation fell into a panic-driven depression that year, driving key railroads out of business and sending tremors through the entire financial market. Though these and other rigors—such as the Spanish-American War—strained Shawmut, the bank held up relatively well: by 1897, Shawmut’s capital had swelled to $1 million, with more than $9 million in deposits.

The turn of the century marked an unprecedented period of mergers in the banking industry as industrial growth reached new and, at times unmanageable, levels. Under the direction of Stearns, who became president in 1898, Shawmut joined the bandwagon and enjoyed rapid growth through acquisitions. In 1897 a surfeit of national banks in the Boston area had resulted in a flat market, prompting savings institutions and investors to seek a demand-driven remedy. The private investment firm of Kidder, Peabody and Company helped organize a merger of several of Boston’s key banks—including Boston National, Hamilton National, Market National, and many others, including Shawmut. In October 1898, it was announced that Shawmut would be the successor bank; and a month later, Shawmut effected a reorganization whereby the Shawmut National Bank liquidated its assets and was rechartered as the National Shawmut Bank, with capital of $3 million. Such an enormous leap in size afforded Shawmut a wholly new level of power to continue its expansion. Until 1907, the bank did just that, benefiting from alliances with other financial institutions such as Kidder, Pea-body, and delving into new markets such as foreign investments, utilities, and mines.

Though Shawmut had grown into a market leader, it was far from immune to the Panic of 1907, which fell on the heels of the famous run on the Knickerbocker Trust Company of New York. While institutions hoarded their assets in reaction to money shortages and a panicky demand for gold, many banks demanded payments of loans from even their most reliable clients.

Shawmut’s president, William A. Gastón, resisted panic, working instead in cooperation with federal regulators in the formulation of national policies that would regulate the banking industry and, in the long term, benefit Shawmut. These initiatives included the Federal Reserve Act, which established the Federal Reserve System and enlarged the scope of national banks. In addition, with the involvement of the United States in World War I, Shawmut supported Liberty Loan Act bond drives and pushed for developments in international finance that ultimately led to Shawmut’s Foreign Department.

Postwar peace afforded time for consolidation, adjustment, and rapid economic growth (the so-called era of “good times”), conditions that Alfred L. Aiken’s administration embraced with zeal. In Shawmut: 150 Years of Banking 1836-1986, Asa S. Knowles described Aiken as “a president of promotional and salesmanship skills.” Indeed, under his tenure during the 1920s, Shawmut augmented its Savings Department and its Foreign Department; organized the Shawmut Bank Investment Trust; shared profits with management; merged with the Citizens National Bank; and in May 1929, entered into an agreement with Kidder, Peabody and Co. to underwrite the issue of 200,000 shares at the new $25 par value, crowning the bank’s remarkable trajectory of growth.

The bank’s path toward success over the next three decades encountered some rocky spots, as well. In order to survive the Depression, Shawmut not only absorbed substantial loan losses, but also cut back on expenses, such as discontinuation of the 1926 Plan for Additional Compensation for Executive Management. Even with the reassurance of the Federal Reserve system and the Reconstruction Finance Corporation (implemented under President Hoover), Shawmut was not immune to worsening conditions that led to panic and an industrywide run on banks in 1933. A series of responses and regulatory moves ensued, including The Bank Holiday, which forced Shawmut to temporarily close on March 3, 1933; The Banking Act of 1933, which restricted bank activity and forced Shawmut National Bank to divest itself of the Shawmut Corporation; the establishment of the Federal Deposit Insurance Corporation, which required Shawmut and all other banks in the Federal Reserve System to become members by January 1, 1934; and other regulatory measures.

Just as Shawmut began adjusting to the changes and regulations spawned by the Depression, World War II brought a whole new set of challenges and opportunities. Starting in the latter half of 1939, industrial production skyrocketed. Shawmut engaged in several new lines of business, from government securities and obligations and deposits, to V (later VT) loans used by contractors to fill war orders. From 1939 to 1945, Shawmut’s assets had grown from more than $229 million to well over $462 million.

The early 1950s saw the advent of a new era, as Walter Borden assumed presidency of Shawmut. During the postwar era, Shawmut’s activities reflected rapid growth in the national economy, a new character in New England commerce, and the need to expand the both the scope of banking services and their geographical range.

The late 1950s and early 1960s marked years of transition for Shawmut. Horace Schermerhorn’s administration was responsible for expanding the loan and trust operations of Shawmut, promoting the growth of the Association, and developing the status of Shawmut as a Boston, state, and regional force.

Many of Shermerhorn’s initiatives set the ground for the establishment of Shawmut Association, Inc., the most momentous development of the 1960s and early 1970s at Shawmut. Lawrence H. Martin, president from 1962 to 1972, was instrumental in reshaping the Shawmut public image and drafting the blueprint that would define the bank as a diversified holding company. In 1965 the loosely grouped Association became the Shawmut Association, Inc., a bank holding company that controlled all the Association banks and National Shawmut itself. That same year, the Board of Directors of National Shawmut approved the establishment of a separate international division that would be known as the Shawmut International Corporation. By the end of 1971, assets of the National Shawmut Bank alone had reached $1.37 billion.

The 1970s posed a new set of challenges, as the United States fell into a recession that endured a good part of the decade. The Arab Oil embargo of 1973 underlined the fragility of global markets, while rampant inflation added to the tremors that were felt throughout the banking industry. At Shawmut, D. Thomas Trigg’s administration faced these difficulties by diversifying beyond New England and emphasizing efficient deployment of personnel. Many of the changes that were implemented during his presidency, from 1972 to 1980, helped position Shawmut for its 1988 merger with Hartford National Corp. to catapult its leadership beyond regional markets and into the ranks of a national leader among bank holding companies.

Strategic moves included expansion of marketing, with the establishment of the Market Research Division in 1972; more aggressive loan practices; and technological advances in electronic data processing and the implementation of Customer Account Processing Services (CAPS) in the late 1970s. In 1975 Shawmut Association, Inc. was renamed Shawmut Corporation, and its expansion of banking operations continued in the form of mergers with bank holding companies rather than the simpler acquisition of independent banks.

These and other initiatives paid off: total corporation assets reached $3.4 billion by the end of 1980, giving Shawmut the momentum it would use to continue expanding through the 1980s.

That expansion culminated in Shawmut Corporation’s 1988 merger with Hartford National Corporation, with its own historical narrative dating back to the founding of the Hartford National Bank in 1792—the fifth bank to be chartered in the United States. The young bank grew at a steady pace and made several key acquisitions before the Depression. In 1915 Hartford National Bank merged with Aetna National Bank (established in 1792) into Hartford-Aetna National Bank. Under the National Bank Act of 1923, Hartford National Bank & Trust Co. was formed through a consolidation of Hartford-Aetna National Bank and the United States Security Trust Co.

The bank managed to survive the Depression and continued to expand through acquisitions from the early 1930s to the 1950s. Bankers Trust Co. was merged in 1933. The July 1949 merger with First National Bank of Hartford set the stage for an impressive series of mergers and acquisitions in the 1950s and early 1960s: East Hartford Trust Co. (1950); National Bank of Commerce and New London City National Bank (1953); Connecticut River Banking Company and Travelers Bank & Trust Company (1954); Uncas-Merchants National Bank of Norwich, Central National Bank & Trust Co., and Middletown National Bank (1955); Windsor Trust Co. (1956); Torrington National Bank & Trust Co. (1958); First National Bank (1960); and Cargill Trust Co. (1964).

In 1968 the bank effected a plan of reorganization which established the holding company, Hartford National Corp., as the umbrella that would cover the growing number of affiliates in the Hartford financial family. During most of the 1970s, Hartford was battered by economic recession, and, in 1975, by a drop in real estate shares (REITs) that lost one-third of total assets.

In 1982 Connecticut National Bank of Bridgeport merged into Hartford National Bank, which then changed its name to Connecticut Bank to become Hartford National Corp.’s biggest subsidiary for the remainder of the decade. Other key mergers and acquisitions of the 1980s included Mattatuck Bank & Trust Co. (1983); FirstBancorp., whose three subsidiaries became part of Connecticut National Bank (1984); Seymour Trust Co. (1985); Provident Institution for Savings, First BanCorporation, First New England Bankshares Corp., and Peoples Bank (1986).

By the mid-1980s, Hartford National Corp. could look back on the losses of the 1970s and the recuperation of the early 1980s and consider itself a “bunch of survivors,” according to Robert L. Newell, chairman and CEO, in a December 1984 United States Banker article. Newell and President Joel B. Alvord— who would become president of Shawmut after the 1988 merger—teamed up for aggressive but conservative growth, aspiring to keep balance sheets “elegantly balanced.”

With the passage of regional interstate banking legislation in 1985, Hartford National’s “elegance” made the bank holding company a perfect match for a merger with Shawmut, springing both parties into the ring with the heavyweights of banking on a national scale. And once Alvord had taken the helm as chairman at the newly formed Shawmut National Corp. (with Gunner S. Overstrom named president and chief operating officer in August 1988) his fighting skills were promptly put to the test. By 1988, problem assets peaked at $1.7 billion, placing Shawmut on the list of banks regulators deemed doomed to fail. Overstrom set about aggressively realigning the company to better compete in its key strategic markets.

For all his good intentions and experience at Hartford National, Alvord was faced with a tough beginning at Shawmut. In March 1990, he and other top officials of the company were charged in a shareholder lawsuit with artificially inflating the bank’s earnings during 1989 and concealing evidence that its loan portfolio had substantially suffered. By the end of that month, Shawmut said that the examination by Federal banking regulators had prompted it to revise its 1989 earning to show a loss of $129.9 million, in stark contrast to the profit of $201.7 million reported in January of that year. Still, the bank began a plan to cushion additional losses by trimming expenses, and to temporarily reduce its quarterly dividend and its overall size. By most accounts, in a banking environment where the ability to keep growing through acquisitions meant life or death, Shawmut’s slip could have spelled disaster. “The longer Shawmut stays in the doghouse, the more opportunities will be missed. A New England bank that cannot make acquisitions is likely to be sold,” said Kidder, Peabody & Co. banking analyst George Bicher.

Shawmut took several steps to regain its lost balance. In 1990 assets were reduced from $28 billion to $24 billion, and the following year its credit card business was sold at a gain of $68 million. The company consolidated banking subsidiaries from 12 down to 3 in 1990. It also conformed to more rigorous regulations, such as those governing lending practices, credit review, liquidity planning, and management of information systems.

In the middle of 1991, Shawmut and Bank of Boston Corp. began intense negotiations for a merger that would have created new England’s largest financial institution. After Bank of Boston issued an ultimatum to accept or reject the plan in January 1992, Shawmut called it quits. While some analysts regarded Shawmut’s decision as a sign of renewed confidence and the ability to compete on its own, others considered the rejection a lost opportunity to begin a whole new era of growth. “By rejecting Bank of Boston’s offer, Alvord and Shawmut’s board are gambling that the bank’s fortunes, and the region’s economy, will improve enough that they might get a better offer from another bank sometime in the future,” wrote Doug Bailey in the Boston Globe.

Alvord’s gamble in turning down the Bank of Boston deal proved prescient, as Shawmut’s continued recovery over the following two years led to numerous advantageous acquisitions. One of the first steps in that recovery process was a realignment of the organization’s management team, with Alvord placing new executives in key positions, including David L. Eyles as vice-chairman and chief credit policy officer in February 1992.

In 1993 Shawmut continued to bolster its strength. Several product introductions attracted new business, including the introduction of seven mutual funds through branches (February); a certificate of deposit with a return linked to the performance of the S&P 500 (March); the Shawmut Target Investment Plan, a goal-oriented savings program matching customers’ long-term goals to specific savings schedules. That year, Shawmut also made definite agreements to acquire the following banks: New Dartmouth Bank of Manchester; Peoples Bancorp of Worcester, Massachusetts; and Gateway Financial of Nor-walk, Connecticut. Finally, that same year, Connecticut National Bank—Shawmut’s largest bank subsidiary—changed its name and more than 1,000 branch signs to Shawmut Bank in order to more closely associate the bank with the parent company. These and other strategic changes paid off: in October 1993, Shawmut reported a third-quarter profit of $71.1 million, more than five times the earnings for the same period of the previous year.

The number of banks acquired in 1993 paled in comparison to the flood of acquisitions—and potential income boosts—of 1994, Those acquisitions and purchases included 10 branches of Northeast Savings located in eastern Massachusetts and Rhode Island; Cohasset Savings Bank of Cohasset, Massachusetts; West Newton Savings Bank of West Newton, Massachusetts; Northeast Savings Bank of Hartford, Connecticut; Guardian Bank, FSB, of Boca Raton, Florida; the Processing Services Division of Poorman-Douglas Corporation, Portland, Oregon; Barclays Business Credit of Glastonbury, Connecticut; and Old Stone Trust Company based of Providence, Rhode Island. In all, concluded or announced agreements for the year increased Shawmut’s asset base by $10 billion, according to a company report.

Not all Shawmut’s deals proceeded as smoothly as planned, though. In the summer of 1994, the corporation agreed to buy out Northeast Federal Corp. in a $172 million stock-swap arrangement. As Shawmut’s stock prices skidded to from late 1994 into the beginning of 1995, however, their low prices triggered a provision in the agreement permitting Northeast to call off the deal. Well into 1995, Shawmut’s stock showed continued volatility and the company refused to sweeten its deal, casting uncertain light on the future of the deal.

Meanwhile, the Shawmut’s Northeast dealings were overshadowed by one of the most momentous merger arrangements in the organization’s history: on February 12, 1995, Shawmut announced an agreement to merge with the Fleet Financial Group, an agreement that would create one of the ten largest banking companies in the nation, with more than $80 billion in assets. The merger, expected to be completed in the fourth quarter of 1995, would impose widespread change throughout Shawmut, with projections that almost ten percent of the total workforce of the two banks would be cut in a restructuring that would cost up to $400 million. The group’s new name would be Fleet Financial Group, centered in Boston.

Many analysts hailed the news as the beginning of a strong new era for Shawmut. John Carusone, president of the Hartford-based Bank Analysis Center told Journal Inquirer, that Northeast shareholders should be ecstatic, as the Shawmut stock they receive as part of the takeover deal should see a jump start from the Fleet deal. Beyond the effect on Northeast shareholders, the effect on the Shawmut National Corp. at large would remain shady—though promising—until the new entity had time to sort out its reorganization and adapt to a rapidly changing financial marketplace. One thing remained certain: Shawmut’s trademark logo of Chief Obbatinewat would ride into the 21st century on a much bigger monetary horse than the Chief, or any of Shawmut’s legacy of leaders, could have imagined.

Principal Subsidiaries

Hartford National Corp.; Shawmut Trust Co.; Shawmut National Trust Co.; Shawmut Corp.; Shawmut Investment Advisers, Inc.; Shawmut New Hampshire Corp.; Shawmut Bank NH; Shawmut Bank Connecticut, National Association; Shawmut Mortgage Co.; Shawmut Brokerage, Inc.; Shawmut Trust Company of Rhode Island; Shawmut Capital Corp.; Shawmut Bank, National Association; Shawmut Bank, FSB.