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End of the road for a Bermuda institution

The Bank of Bermuda's headquarters

After 114 years of staunch Bermudian independence, Bank of Bermuda had been taken over by HSBC - a global banking giant.

The road from the bank's founding in 1889 to yesterday's sale has been a long and explosive one.

Bank of Bermuda started with just two employees and today has over 3,000 in 13 countries.

It has been Bermuda's largest public employer.

Launched decades behind the older Bank of N.T. Butterfield, which was founded in 1858, Bank of Bermuda eclipsed its rival several times over through a combination of verve, business acumen and plain cold luck.

At sale it controlled almost $12 billion in assets.

Over a century, the ever-growing bank fended off purchase offers and take-over attempts dating back to a 1906 offer from Canada's Royal Bank.

Ironically, the move which was intended to take its international reach ever further - the exemption to the 60-40 ownership rule which the bank obtained in 2000 after years of lobbying - may have forever ended the era of a bank which was founded by Bermudians for Bermudians.

Bank of Bermuda opened its doors on June 1, 1889.

While no record survives of the closed sessions in which the original shareholders decided to enter the Island banking sector according to "First, One Thousand Miles..." the decision was made largely in response to an unregulated and unpredictable banking climate on the Island.

The book, commissioned by the Bank of Bermuda shortly after its centenary in 1989 and written by Gordon Phillips, notes however that five key players began meeting in Masonic Hall in March of 1889 with a common idea.

Samuel A. Masters, William T. James, Thomas J. Pearman, Edwin T. Child and Joseph Lightbourn Trimingham were the brain trust behind the birth of the bank.

"Principally, they came from the old families who for generations had turned the mercantile trade to profit," notes the Phillips' book.

Adding: "Their motivation was a fervent wish to supersede the somewhat casual and sideline nature of banking operations as they were known on the Island, and replace them with an organisation dedicated solely to banking, run by Bermuda for Bermudians, with adequate and convenient facilities."The starting capital was to be between ?5000 and ?15,000 divided in ?50 shares.

In the end ?8,000 was subscribed between 36 individual and corporate shareholders - including three women.

"Their money was welcome but not their advice," the book noted of the inclusion of Margaret Catherine Rees, Caroline Wood and Catherine H. Gilbert among the original shareholders.

William Henry Gosling was selected as the first chairman and the bank's opening was noted in of June 4, 1899 as follows:

"We are pleased to learn that this association commenced business on Saturday last in the well-appointed and conveniently located offices on Front Street, lately occupied by the agency of the Merchant's Bank of Halifax. ...

"We believe it augurs well both for the success of the bank and for the protection of shareholders that its affairs are placed in the care of gentlemen of whose acknowledged integrity, ability and urbanity have entitled them to the many positions of trust and responsibility that they hold in the community...."

Despite some early stumbling blocks to incorporation, 13 months later shareholders received a five percent dividend.

The following year, dividends doubled to ten percent where they would rest for many years.

In fact any history of the Bank of Bermuda is littered with the following phrase - "the most successful year in bank history" - as record-breaking year has followed record-breaking year.

Like any organisation over a century in age, the bank has stumbled. But in every case, Bank of Bermuda rose again to exceed expectations.

A second common thread throughout the bank's history has been one of long-serving and dynamic leaders - from Carlyle Darrell, who practically embodied the bank from 1894 to 1939, to Sir Henry Tucker, and to the mercurial working of current president Henry Smith.

Darrell is described in "1000 Miles" as "a man of great energy and imagination and possessed of the courage to back new ideas".

Ascending to position of Bank of Bermuda manager at just 28 years old, Darrell's starting salary was ?300.

As the bank grew steadily for his four decades of service it would grow comparatively.

Bank of Bermuda was first granted permission to operate for no more than 21 years but a 21-year extension was easily obtained in 1911 from Whitehall.

The growing bank was given "liberty to carry on within these Islands but not elsewhere" - 90 years later that position would be almost entirely reversed as some 90 percent of its business was international by the mid-90s.

But the change did not happen over night. Like most the Bermuda economy, the Bank of Bermuda has successfully surfed the wave of international change deftly for 100 years.

Darrell grew the bank slowly but surely and by 1913 a "record year" led to a 15 percent dividend as opposed to the steady 10 percent which had preceded it.

The first wave Bermuda and its name-brand bank capitalised on was the growth of tourism.

While in 1889 only 2,000 tourists came to the Island, ten years later that figure had jumped to 13,000.

By 1913 it would almost double again - reaching 25,000 visitors.

World War I brought some lean and unpredictable years and another offer to buy from the Royal Bank of Canada - the bank wanted to buy out both Butterfield and Bermuda. The answer was an "emphatic no" to any proposition for a foreign bank to be established in Bermuda.

Royal Bank tried again in 1930 and was spurned again by both banks who were now flush having surfed the Prohibition boom brought on by the US decision to make alcohol consumption illegal.

Notes Phillips in "1000 Miles": "Denied licit consumption of alcohol at home, hordes of flappers and assorted bright, young things descended upon Bermuda, threatening to turn the place into a version of Coney Island."

The bank made profitable loans to hotels and other tourism linked businesses. And Bermuda was to be lucky again - escaping lightly from the Great Depression as tourist figures to the Island actually increased as it was chosen over further and more expensive European destinations.

When the early 1930s brought slight setbacks and Darrell took the lead accepting a reduction to his ?1,250 salary of ?250; other bank officers followed suit.

In 1932 the bank made the decision to open Bermuda Trust - a decision which would have long reaching effects then unknown.

Sir Henry Tucker was its manager and by 1936, Bermuda was really in the trust business.

When Darrell died in 1940, Sir Henry Tucker was ready to take over the reins of a booming bank as well growing trust business.

But the Second World War stalled the take off of trusts.

While the early 1940s were a trying time and the local economy plunged, both banks benefited from a friendly relationship between Tucker and Hal Butterfield at the rival bank.

Exchange rate control and the bank's general fiscal conservatism effectively kept Bermuda afloat during the war years.

By 1948, the bank had total assets of ?5 million and 2,000 shares in circulation.

The next year the number of shares rose sharply to 12,500.

At 1953, the bank held over ?8 million in assets. It would double that amount over the next six years and double the amount of shares in circulation to 25,000.

Over seven decades of operation in several locations and having acquired hundreds of staff, the bank opened its current headquarters in 1969.

The move capped another stunning year as in demand deposits had risen ?12,415,000 between 1967 and 1968.

Sir Henry finally retired in 1969. He was succeeded by Vail Zuill who broke tradition in two ways - serving just three years in the position and relieving staff of the long standing requirement of working Saturdays.

At that point the bank employed 540 people.

The 70s were a decade of almost unfathomable growth - in 1972 the bank incorporated its own mortgage subsidiary Bermuda Mortgage and Finance Limited.

That year Bermuda moved also away from sterling and created its own currency, pegged to the US dollar. The bank also entered the mutual fund business acquiring Management International Limited and began to expand overseas.

The Guernsey branch opened in 1973 in response to international concerns that the growing bank operated only in Bermuda.

By the end of the decade Bank of Bermuda boasted profits of $6,515,000. The bank made the list of top 500 banks worldwide in Investors Chronicle for the first time in 1979. Offices followed in Hong Kong, London, New York, Luxembourg, Cayman Islands and Isle of Man and worldwide staff had reached 1,600 by the bank's centenary in 1989.

In the 1990s, piloted by Donald Lines and later current president Henry Smith, the bank continued to grow - it outgrew Bermuda, officers argued. By 1997, it was looking for a 60-40 exemption. "We need to step up on the world stage," Smith said at the time.

An early 1998 Private Members Bill aimed at the exemption failed first in a Joint Select Committee and later in a 13-15 vote in Parliament when then Opposition PLP members voted uniformly against it.

Opponents to the move voiced concern that it would leave the bank vulnerable to hostile takeovers from large international financial institutions.

A `poison pill' provision and other safety mechanisms were put in place. Following the historic 1998 election which brought the PLP to power, the legislation was changed and banks were now able to apply for 60-40 exemption at the discretion of the Finance Minister rather than Parliament.

Despite the change in the law, Bank of Bermuda did not get its exemption until December 2000. Bank of Butterfield and Bermuda Commercial Bank were hot on its heels looking for exemptions as well.

Bank of Bermuda had argued in seeking its exemption that the bank would be able to list on the NASDAQ exchange and have access to international capital it would need to expand further globally by making acquisitions.

In April 2002 the bank listed on NASDAQ. Stock went on a wild ride with highs of $52 per share and lows of $26 within the months that followed.

But the timing was off with the bank's entry strongly affected by a slumping US market.

Just 18 months after listing, the bank sold to HSBC.