Edward B. Greene
Edward Belden Greene | |
|---|---|
| Born | Template:Birth date Cleveland, Ohio, U.S. |
| Died | October 20, 1957 (aged 79) |
| Occupation(s) | Banking and steel industry executive |
| Years active | 1900–1957 |
| Known for | Leadership at Cleveland Trust Company and Cleveland-Cliffs Iron Mining Company |
Edward Belden Greene (July 26, 1878 – October 20, 1957) was a prominent American leader in the banking, mining, and steel sectors. His professional journey began in 1900 at the Cleveland Trust Company, where he advanced to the position of vice president by 1914. Subsequently, Greene took on roles as director and chairman of the executive committee, playing a key role in coordinating state and federal emergency credit and banking initiatives throughout the Great Depression. In 1933, he assumed the role of chairman of the board at Cleveland-Cliffs Iron Mining Company, managing both the acquisition and eventual divestiture of Corrigan, McKinney Steel.
Early life
Greene was born in Cleveland, Ohio, to Jon Eliot Greene, who rose from a clerkship to become president of the William Bingham Company, a leading hardware and metals enterprise in the region. Edward had one brother alongside three sisters.
After completing his education at Cleveland High School, he earned a bachelor's degree from Yale University in 1900. During his time at Yale, he became affiliated with the fraternity Alpha Delta Phi and was inducted into the prestigious Wolf's Head Society.
Banking career
Starting as a part-time employee in 1898 at the Cleveland Trust Company, Greene held positions including messenger, clerk, and teller. He was promoted to assistant treasurer in January 1906. Following his election to the board of directors in January 1907, he was appointed chairman of the executive committee and served as an ex-officio member on all other committees. In March 1911, he became company secretary and was elevated to vice president by January 1914. Greene stepped down from his vice presidential role in 1926 due to extensive external business commitments but continued serving as a director. His leadership was pivotal in transforming Cleveland Trust from a modest single-room institution into a formidable regional bank with 53 branches. At Greene’s passing in 1957, then-chairman Alexander C. Brown acknowledged his "wisdom and financial genius" as essential to the bank’s endurance through the Great Depression.
On March 25, 1926, Greene joined the board of directors for Cleveland Cliffs Iron Co.
Eaton and steel mergers
The steel industry underwent significant consolidation during the 1920s, much of which was driven by Canadian-American financier Cyrus S. Eaton. Eaton initially entered Canadian utility markets in 1907 by leveraging bank financing to merge natural gas and electric utility companies for greater efficiency. After relocating to Cleveland in 1912, he joined Otis & Co., an investment banking firm, becoming a partner by 1916. Encouraged by shipping magnate Harry Coulby, Eaton began acquiring distressed steel firms through Otis & Co., securing controlling interest in Trumbull Steel Co. by 1925.
In April 1926, Otis & Co. established Continental Shares, an investment entity created to purchase steel company stock; ownership was split evenly between Eaton and shareholders of Cleveland Cliffs. Additional investors included executives from Pickands Mather & Co., Cleveland Cliffs, Youngstown Sheet & Tube, Republic Iron and Steel, and Trumbull Steel.
By July 1926, Eaton had merged United Alloy Steel Corporation, Central Steel Co., and United Furnace Co. into Central Alloy Steel Corporation. By early 1927, he acquired substantial shares in Republic Iron and Steel Company, securing control over four seats on its board. Eaton also began accumulating stock in Youngstown Sheet & Tube starting that year.
In 1928, Eaton orchestrated a merger between Trumbull Steel and Republic Iron and Steel; subsequently Trumbull acquired Sheet & Tubes, Inc. Central Alloy Steel expanded further by acquiring Interstate Iron & Steel Co. in 1929. By September of that year, Eaton controlled Donner Steel following its acquisition of Witherow Steel Corporation earlier in 1929. In 1930, Trumbull Steel merged with Union Drawn Steel Co.
During this period, Eaton also held significant equity positions in Inland Steel Company, Otis Steel Company, and Wheeling Steel Company.
Formation of Cliffs Corporation
Eaton controlled several firms that were major consumers of iron ore supplied by Cleveland-Cliffs, which had invested in steel companies such as Central Alloy Steel, Donner Steel, Republic Iron & Steel, and Trumbull Steel, providing them with significant ore shipments. Throughout the 1910s and 1920s, Cleveland-Cliffs acquired equity stakes in these steel producers through various deals, frequently exchanging ore deliveries for ownership shares.
Samuel Mather, a co-founder of Cleveland Iron Mining Company (the predecessor to Cleveland-Cliffs), sought to strengthen relations with Eaton as industry consolidations reduced the number of ore purchasers and exerted downward pressure on prices. Eaton desired a reliable ore source from a company possessing substantial reserves. In 1927, Eaton joined the board of Republic Iron & Steel and toured Cleveland-Cliffs’ Michigan mining operations alongside Mather.
Eaton proposed incorporating Cleveland-Cliffs into his developing steel conglomerate, convinced this would be mutually advantageous and support additional mergers. Discussions between Mather and Eaton commenced in March 1929. The following month, Eaton met with Mather and other Cleveland-Cliffs executives in Pasadena, California, to suggest merging Cleveland-Cliffs with his soon-to-be-formed Republic Steel. Mather declined but proposed establishing a new entity—Cliffs Corporation.
Cleveland-Cliffs issued preferred shares in exchange for common stock and contributed 500,000 preferred plus 800,000 common shares to form Cliffs Corporation. Eaton contributed his holdings in Inland Steel, Republic Iron & Steel, Wheeling Steel, and Youngstown Sheet & Tube. The investment split was roughly $90 million from Cleveland-Cliffs and $40 million from Eaton. Cliffs Corporation issued 800,000 shares; Cleveland-Cliffs shareholders exchanged one common share for one Cliffs Corp. common share, while Eaton received the remaining half. All Cleveland-Cliffs stock was placed into a voting trust overseen by its board to preserve equal control with Eaton. The merger became public on May 1, 1929. Chairman William G. Mather reassured shareholders that this arrangement would secure ore sales and diversify income streams to mitigate downturn risks.
On December 17, 1929, Eaton announced the consolidation of Bourne-Fuller Co., Central Alloy Steel, Donner Steel, and Republic Iron & Steel into Republic Steel Corporation, naming Tom M. Girdler as chairman. Earlier that year, Girdler had resigned as president of Jones & Laughlin Steel after receiving commitments from Eaton, Mather, and Greene that he would lead Eaton’s steel merger initiatives.
Acquisition of Corrigan, McKinney Steel
On March 21, 1930, Cleveland-Cliffs purchased a 62.5% stake in Corrigan, McKinney Steel for $35.5 million. This acquisition aligned strategically since Corrigan, McKinney was a principal customer for Cleveland-Cliffs ore and owned iron mines in Michigan. However, Cleveland-Cliffs did not intend to engage directly in steel production but planned to divest the blast furnaces and mills to Eaton.
To finance the acquisition, Cleveland-Cliffs paid $5 million in cash and secured $25 million in loans from eight banks. Greene collaborated with William G. Mather to manage the transaction effectively blocking Bethlehem Steel and U.S. Steel from entering the Cleveland market. Following the announcement, Greene joined Corrigan, McKinney’s board.
The acquisition became challenging during the Great Depression. Initially underestimating the recession’s impact, Cleveland-Cliffs soon encountered financial difficulties. Control over Corrigan, McKinney became uncertain due to complex stock structures involving McKinney Steel Holdings (MSH). Only 40% of Corrigan, McKinney shares were exchanged for MSH common stock; an additional 13.75% were acquired with MSH preferred stock held by public investors and Union Trust Company. If preferred dividends went unpaid, voting rights would transfer from MSH common shareholders to preferred shareholders—jeopardizing Cleveland-Cliffs’ majority control.
Cleveland-Cliffs owned merely 88 out of 72,500 MSH preferred shares and had to maintain dividend payments to retain control despite losses at Corrigan, McKinney. While reporting a $4.8 million profit in 1930, the company recorded losses of $21,360 in 1931 and $2.5 million in 1932 before returning to modest profitability in 1933.
The firm struggled under high-interest short-term debt from the acquisition loan. Efforts to refinance with long-term bonds failed amid adverse economic conditions; consequently, Cleveland-Cliffs issued one-year notes but faced challenges finding buyers. William G. Mather even pledged personal assets as collateral.
In June 1933, lenders recommended appointing Greene as executive vice president to assist Mather in negotiating loan extensions. Two months later, Mather resigned as president and assumed an honorary board chairman role; Greene succeeded him as president, overseeing daily operations while maintaining leadership positions at Cleveland Trust bank.
Disposition of Corrigan, McKinney Steel
When Greene took over as president of Cleveland-Cliffs, he alerted the board that selling certain assets might be essential to maintain financial stability. As early as January 1931, speculation arose regarding the potential sale of Corrigan, McKinney to Republic Steel.
In 1931, Corrigan, McKinney stopped distributing dividends. Cleveland-Cliffs temporarily financed these dividends through a $3.5 million loan but ceased payments after March 1932. This change shifted voting power to preferred shareholders within McKinney Steel Holdings (MSH), supplanting other investors. Union Trust bank, holding a significant portion of preferred shares, effectively gained control over MSH and replaced several directors with its own representatives, leaving only Greene and Mather as returning board members.
Efforts to sell Corrigan, McKinney commenced in May 1933 but were initially unsuccessful. In February 1934, board restructuring occurred amid Union Trust's financial collapse caused by unlawful securities investments. Throughout fiscal 1934, Corrigan, McKinney continued to withhold dividend payments.
By July 1934, Cleveland-Cliffs renewed discussions to transfer Corrigan, McKinney—including its coal mining operations—to Republic Steel. Greene and Mather worked alongside Republic Steel’s Tom Girdler and Crispin Oglebay of Oglebay Norton, who served as a director for both firms. The agreement entailed Republic Steel absorbing Corrigan, McKinney and subsequently dissolving it.
To facilitate the merger, MSH removed Mather from the presidency in August 1934 and appointed Oscar L. Cox. The preferred shareholders ratified the merger in October 1934. Although a Department of Justice antitrust suit was filed in February 1935, a federal court upheld the merger by May 1935. At that time, Corrigan, McKinney owed $1.305 million to MSH’s preferred shareholders.
Greene’s financial acumen played a critical role in managing Cleveland-Cliffs’ vulnerable short-term debt, which required quarterly repayments and risked insolvency if recalled by lenders. Following the announcement of the Republic Steel transaction, Greene sought to refinance this debt through bond issuance. By mid-October 1935, Cleveland-Cliffs planned to refinance $22.6 million in obligations via five-year bonds secured by company assets at an interest rate of 4.75%, along with issuing a deed of trust on stocks and bonds at the same rate.
With the sale of Corrigan, McKinney finalized, MSH’s purpose concluded. The company aimed to redeem all outstanding preferred shares to assist Cox in liquidating Union Trust’s holdings by converting shares into cash. Preferred shareholders agreed on a plan to redeem 10,000 shares annually by selling Republic Steel securities received through the acquisition—consisting of bonds valued at $6.396 million and preferred stock—thus avoiding rapid sales that could depress market prices. Union Trust negotiated selling its MSH preferred shares back at $127.50 each (call price plus accrued dividends).
The dissolution of MSH also allowed Cleveland-Cliffs to acquire 335,937 shares of Republic Steel common stock held by MSH. On November 1, an eastern bank syndicate consented to purchase all Republic Steel bonds and preferred stock owned by MSH, enabling retirement of over 11,000 preferred shares before year-end. Cox requested authorization from preferred shareholders to sell assets and accelerate stock redemption; this was approved two weeks later.
The redemption initially planned for December was moved up to November 19. On that date, Greene obtained board approval to issue $16.5 million in bonds and a $5 million deed of trust note aimed at refinancing short-term obligations while projecting annual interest savings of $500,000.
Greene announced MSH’s formal dissolution on November 19. At the December 7 board meeting, Cox resigned as president; Greene succeeded him and replaced other directors with Cleveland-Cliffs executives. MSH was officially dissolved, transferring $1.6 million in cash to Cleveland-Cliffs.
Merger of Cleveland-Cliffs and Cliffs Corp.
In 1932, amidst the Great Depression, Cleveland-Cliffs suspended dividend payments on both its common and preferred shares. Although the company's financial situation improved in subsequent years, the board chose to prioritize reducing debt and funding capital projects rather than resuming dividends. By the end of 1945, Cleveland-Cliffs had accumulated a preferred dividend arrearage of $27.16 per share, amounting to roughly $13.23 million. This outstanding balance varied somewhat but remained relatively stable throughout the next ten years. Although a sinking fund was created to address this arrearage, it consistently fell behind schedule.
Cliffs Corp. generated substantial revenue from its holdings in Cleveland-Cliffs stock, which constrained its capacity to distribute dividends on its own preferred shares. Under the leadership of William G. Mather and Edward B. Greene, Cliffs Corp.’s board proposed dissolving the company, liquidating its assets, and applying the proceeds toward paying off the $26.16 per share preferred dividend arrears. Any remaining funds would then be allocated proportionally among common shareholders.
Opposition from Cutright
At a board meeting on December 18, 1946, Cliffs Corp. director Harold G. Cutright voiced strong opposition to this proposal. Serving as vice president of Pittston Company—controlled by Alleghany Corporation under financier Robert R. Young—Cutright accused Mather and Greene of poor management of Cleveland-Cliffs. He pointed out that Cliffs Corp.’s valuation of its Cleveland-Cliffs stock had plummeted to just $2 million from a previous estimate of $40 million.
Cutright further alleged conflicts of interest involving directors Mather, Greene, George B. Young, Alexander C. Brown, Philip R. Mather, and George M. Gillies Jr., who concurrently served on Cleveland-Cliffs’ board. He noted that preferred shares were held by insiders at Cleveland-Cliffs while unrelated parties owned Cliffs Corp.’s common stock. Cutright argued that the proposed asset distribution primarily sought to satisfy dividends owed to these preferred shareholders and redeem their shares.
While Greene refuted Cutright’s accusations, he acknowledged that officers and directors from both companies were actively working toward resolving the outstanding preferred dividend payments on Cleveland-Cliffs stock.
Press accounts portrayed Cutright’s objections as part of a broader power struggle between factions led by Robert B. Young and those aligned with Mather and Greene. Although Cyrus Eaton was initially reported as supporting Young’s side, he subsequently acted as a mediator between the conflicting groups.
Board resolution to dissolve Cliffs Corp.
Mather convened an urgent meeting of Cliffs Corp.’s board on December 23, during which members voted in favor of dissolving the corporation. The plan involved exchanging each Cliffs Corp. share for two shares in Cleveland-Cliffs. A subsequent directors’ meeting was scheduled for December 27 to formalize this decision. Cutright criticized this maneuver as an effort to circumvent potential litigation over the depreciation in value of Cleveland-Cliffs stock.
On December 27, the board ratified the dissolution plan with a six-to-nil vote; Cutright abstained while Cyrus Eaton was absent. Greene indicated that management would develop a strategy to distribute assets—including cash, stock in four steel companies, and Cleveland-Cliffs common shares—likely on a proportional basis among shareholders. Although no date was set for a stockholders’ meeting at that time, proxy solicitations were sent out by Mather and Greene on December 28.
Cutright accused Greene of withholding critical information necessary for evaluating Cleveland-Cliffs stock value and demanded full access to all records pertaining to both Cliffs Corp. and Cleveland-Cliffs. He subsequently initiated legal action to prevent redemption of Cliffs Corp.’s preferred shares.
In response to these developments, Wilbert J. O'Neill established a "protective committee" aimed at safeguarding the interests of Cliffs Corp.’s preferred shareholders.
On January 1, Greene expressed approval that Cutright had raised his concerns openly. However, three days later, Cutright filed another lawsuit seeking comprehensive access to financial documents from both companies and from Greene personally, thereby escalating the legal dispute surrounding the dissolution process.
Resolution and merger
On January 13, 1947, the board of Cliffs Corp. revisited the valuation of Cleveland-Cliffs shares, with Cutright insisting on an independent assessment. Concurrently, Gottron, Russell & Co., a brokerage firm based in Cleveland, advised shareholders to endorse the merger, pointing out that Cliffs Corp.'s securities and cash reserves equaled its common stock valuation of roughly $23 million, which could support a dividend.
Two days later, on January 15, Pittston Company initiated legal action to prevent the company's dissolution. Cutright clarified that his objective was to secure an equitable valuation for all shareholders rather than to oppose the dissolution outright. Greene accused Cutright of trying to destabilize Cliffs Corp., while Cutright claimed a $10 million bid for Cleveland-Cliffs common stock had been declined; Greene refuted this assertion. Pittston’s president, J.P. Routh, suggested conducting a public auction of shares to guarantee fair pricing and expressed willingness to acquire them.
Under the mediation of Cyrus Eaton, negotiations culminated on February 19 in an agreement for Cliffs Corp. to merge into Cleveland-Cliffs. Shareholders were slated to receive Cleveland-Cliffs stock at predetermined exchange ratios, including preferred shares to compensate for unpaid dividends. Subsequently, Pittston divested its Cliffs Corp. holdings to Otis & Co., and Cutright resigned from the board, succeeded by Robert W. Purcell—vice president of Chesapeake and Ohio Railway—who supported postponing dissolution in favor of the merger.
Following these developments, Pittston retracted its lawsuit. It is noteworthy that Pittston eventually evolved into Alpha Natural Resources, which was acquired by Cleveland-Cliffs in 2008; the company later rebranded as Cliffs Natural Resources before reverting to Cleveland-Cliffs Inc. in 2017.
The portfolio of steel company stocks valued at $25 million held by Cliffs Corp. was transferred to Cleveland-Cliffs, including substantial stakes in Inland Steel (approximately 38%), Youngstown Sheet & Tube (12.5%), Wheeling Steel (4%), and Republic Steel—raising total ownership there to around 6-7%.
On April 9, 1947, William G. Mather retired due to health concerns after serving as chairman and director for both companies over an extended period. Greene was elected chairman of Cleveland-Cliffs on April 25, while Alexander C. Brown stepped down from Cliffs Corp., joining Cleveland-Cliffs as director and president.
In April 1947, several preferred shareholders of Cliffs Corp., among them the Edna McConnell Clark Foundation, Leatherstocking Corporation, attorney William Rosenblatt, the Scriven Foundation, and Mary Imogene Bassett Hospital, initiated lawsuits against the merged entity. They aimed to involve additional Cliffs stockholders and petitioned the U.S. Securities and Exchange Commission for an advisory opinion concerning the merger's advisability while soliciting proxies from 23 other preferred shareholders.
The shareholders' meeting for Cliffs Corp., initially scheduled for May 16 to consider the merger, was postponed until June 9; similarly, Cleveland-Cliffs’ shareholders’ meeting moved from May 20 to June 16. On May 25, the SEC declared it lacked jurisdiction to issue an advisory report.
On June 13, Cliffs Corp.’s shareholders voted overwhelmingly against liquidation by 87.9%, while approving the merger by a margin of 67.9%, notwithstanding objections from the Clark Foundation about fairness and voting rights.
Cliffs Corp.’s offer stood at $22.75 per common share; dissenting shareholders demanded $43 per share. The merger was completed on July 9, 1947.
Immediately following completion, 61 preferred shareholders holding 4,427 shares filed suit in Cuyahoga County Common Pleas Court alleging illegality of the merger and seeking $128.66 per share inclusive of dividends and interest. On October 1, two additional lawsuits were filed: one by the Clark Foundation representing 86 preferred stockholders (43,182 shares), another by businessman Robert Congdon representing 161 common stockholders (23,039 shares). The preferred group sought $128.66 per share; common shareholders claimed $43 per share—amounting to $4.8 million—with both suits requesting stock appraisals.
Cliffs Corp. reached a settlement with the common shareholder group in June 1948 for $39 per share.
Judge Charles J. McNamee ruled on June 10, 1948 in favor of Cliffs Corp.’s merger legality; this decision was upheld by an Ohio appeals court in April 1949 and the Ohio Supreme Court declined further review in June.
Concerning valuation disputes over assets like mines, railroads, power plants, and real estate, McNamee ordered a formal appraisal. In March 1949 three appraisers assessed Cliffs Corp.’s preferred stock at $112 per share; McNamee accepted their findings. After mutual agreement between parties, Cliffs Corp. was directed to pay $3.2 million—including $200,000 in interest—to participating preferred shareholders.
Retirement
Edward B. Greene stepped down from his role as chairman of Cleveland Trust's executive committee on December 28, 1939, citing declining health. Despite this, he maintained his position as a director and continued participating in the discount committee.
At 73 years old, Greene concluded his tenure as chairman of Cleveland-Cliffs on June 21, 1952, with Alexander C. Brown taking over the position. Greene retained the title of honorary chairman, overseeing board meetings and offering guidance to Brown.
Other corporate roles
Greene held numerous directorships spanning various sectors, including Eaton Axle & Spring, Guarantee Title & Trust, Ohio Chemical & Manufacturing Co., Osborn Manufacturing, Sandusky Cement, Trumbull Steel, Wade Realty, and The Williamson Company. His board memberships also extended to Eaton Manufacturing Co., Goodyear Tire & Rubber, Harshaw Chemical Co., Jones & Laughlin Steel, Medusa Portland Cement, Montreal Mining Co., and Reserve Mining Co. Furthermore, he was vice president at Cliffs Dow Chemical Corporation.
In the transportation industry, Greene served as a director for prominent railroads such as the New York Central Railroad, New York and Harlem Railroad, West Shore Railroad, Cleveland, Cincinnati, Chicago and St. Louis Railway, Michigan Central Railroad, and Lake Superior and Ishpeming Railroad. He was also involved with the Cleveland Union Terminal Co., which managed the iconic Cleveland Union Terminal.
As leader of a major Great Lakes shipping enterprise, Greene held board positions with the Lake Carriers Association and the Lake Superior Ore Association. He was widely regarded as an authority on the history of iron ore and the metals sector in Cleveland.
In banking circles, Greene was appointed to Ohio’s Banking Advisory Committee in 1933 and subsequently to its successor entity, the State Banking Advisory Board in 1934—both instrumental in proposing reforms to banking legislation. He also played a foundational role in establishing the Cleveland chapter of the American Institute of Banking.
During the economic turmoil of the Great Depression, Greene contributed as a member of the National Credit Corporation board to address bank insolvencies and later served on the Reconstruction Finance Corporation board. Additionally, he participated on the advisory loan committee of the Federal Reserve Bank of Cleveland.
Within local affairs, Greene presided over the Cleveland Chamber of Commerce in both 1924 and 1940 and was honored with its public service medal in 1940.
Throughout World War II, he managed military relief efforts for the Lake Division of the American Red Cross and held positions on both the board and executive committee of the Military Training Camps Association.
Greene was also a trustee for numerous cultural and educational organizations including the Cleveland Museum of Art, Cleveland Community Fund, University Hospitals, Welfare Federation, Cleveland Institute of Art, Playhouse Foundation, and John Huntington Art and Polytechnic Institute. From 1925 until 1947 he served as a trustee at Yale University where he chaired both its alumni advisory board and honorary degrees committee.
Personal life and death
In recognition of his achievements, Edward B. Greene was awarded an honorary master’s degree from Yale University in 1925 and an honorary doctorate from Western Reserve University in 1946.
He wed Helen Wade—daughter of notable Cleveland industrialist Jeptha Homer Wade II—on November 18, 1909.
During his final years, Greene experienced declining health that confined him largely to his home until his passing on October 10, 1957. His Episcopal funeral service took place at Wade Memorial Chapel in Cleveland under the direction of Bishop Beverley Dandridge Tucker Jr., followed by interment at Lake View Cemetery.
Legacy
An avid art enthusiast, Greene contributed a collection of 100 miniature portraits crafted from ivory and porcelain to the Cleveland Museum of Art, which honored him by dedicating a gallery space bearing his name.
The Lake freighter MV Edward B. Greene was christened in his honor upon his retirement in 1952 and subsequently became the flagship vessel within the Cleveland-Cliffs fleet for an extended period.