I was a builder.

My Deer Valley, Mountaineer Express lift companion said he was toning down his skiing aggressiveness because of his age. "How old are you," I asked. "Sixty-five," he replied. "How old are you?" he queried. "Seventy-eight, and I'm toning down my ski aggressiveness as well. My ski lift mate smiled at the irony of my answer. "Good for you," he said.

After my ski lift mate told me he was a retired structural engineer, he asked about my profession. The easiest way to answer his question was to say that I was an international banker. I spent fifteen years (1971 to 1986) outside of the United States, and five years domestically (1986 to 1991), working for Citicorp (now Citigroup). But though I worked internationally for an international bank, I really wasn't an international banker. I didn't do deals. I didn't make big loans. I didn't play golf with customers. Rather, I was a fixer... a trouble shooter. During my twenty-year career with Citicorp, I was sent by Citicorp to four troubled consumer finance/thrift businesses, in four different countries. At three of the four businesses, I was CEO, and in each case, the businesses were losing money for one reason or another. Each of those businesses became profitable or were launched on a profitability trajectory by the time of my departure.

Buttressed by my reputation as a successful consumer finance business fixer, I was recruited out of Citi in 1991 to run a publicly traded, troubled thrift, American Savings of Florida (ASF) in Miami, Florida. ASF, ($3 billion in footings with thirty branches in south Florida) having suffered from spread squeeze and credit problems like other thrifts of that era, was under the heavy thumb of federal regulators. My predecessor had been accused of, sans regulator permission, upstreaming capital to the majority shareholder, now controlled by a bankruptcy trustee. Over the course of four years, with the support of the bankruptcy trustee and the regulators, I applied the fix-it formula that I had used at the Citicorp owned consumer finance businesses where I had worked. I brought in some talented people to help, rationalized costs, got risk management (interest rate and credit) under control, and implemented business development programs that would lead the business to profitability.

After three years, the business plan took hold and (admittedly with a bit of help from Alan Greenspan lowering interest rates) ASF had returned to consistent profitability. This during an era where many other troubled thrifts were being shut down by regulators. The regulators, happy with our progress, didn't let go, but they let up a lot on heretofore draconian oversight. ASF's turnaround having been accomplished, the majority owner bankruptcy trustee was intent on selling the bank. The regulator was in support of selling as well, but the other shareholders (49%) had a right to have a say. Accordingly, I persuaded the bankruptcy trustee and the regulator that a committee of independent directors should be formed to represent the minority shareholders. The existing board members were all selections made by the bankruptcy trustee. I identified some qualified outside people, acceptable to the regulators and the bankruptcy trustee, to join the board and with an independent board committee in place, the optics of ASF's path forward would be beneficial for all ASF constituencies. In early 1995, the board hired Goldman Sachs to put ASF up for sale. When the bids came in, the bankruptcy trustee was happy with a bid from highest bidder, First Union Bank (later swallowed by Wachovia Bank, and then Wells Fargo Bank), but the independent committee rejected the bid. It is safe to say that the bankruptcy trustee, the regulator, and the investment banker were a bit flummoxed by this unexpected turn down of what they all saw as a good deal.

The day after the rejected bid, Chris Flowers, the Goldman Sachs point man brokering the sale of ASF, came into my office. "Well, that was an interesting turn of events. I think you guys rejected a good deal. Steve, you're are builder, aren't you? You seem to be making an argument that ASF has more value as a going concern than from a sale." I replied, "Chris, I guess I am a builder. The minority shareholders need representation as well, and they should know that this bank is worth more than the anemic bid that was favored by the bankruptcy trustee, either on a sale basis or as a going concern. The independent committee did its proper job in rejecting this deal."

ASF had a sound business strategy and would have done well as a going concern. But, a week later, First Union bid a higher amount than its initial bid for ASF and the full ASF board, including the independent committee, accepted the bid. So be it. ASF's life as a going concern would end, but the independent committee had done its job for the minority shareholder by holding out for a better deal.

My answer to my structural engineer ski lift mate about what I did career-wise was along the lines of, "well, I spent a twenty five-year career working around the world as a fixer of troubled consumer financial services businesses." But I really wanted to tell him, remembering that thirty-year-ago conversation in Miami with Chris Flowers, that I was a builder.