<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
<TABLE>
<S> <C> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
</TABLE>
Acadiana Bancshares, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Acadiana Bancshares, Inc.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(previously paid by wire transfer)
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------
(2) Aggregate number of securities to which transactions applies:
------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
--------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------
(5) Total fee paid:
---------------------------------------------------------
Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
-------------------------------------------------
(2) Form, schedule or registration statement no.:
----------------------------
(3) Filing party:
-----------------------------------------------------------
(4) Date filed:
--------------------------------------------------------------
<PAGE>
ACADIANA BANCSHARES, INC.
101 West Vermilion Street
Lafayette, Louisiana 70501
(318) 232-4631
April 1, 1997
Dear Stockholder:
You are cordially invited to attend the first Annual Meeting of Stockholders
of Acadiana Bancshares, Inc. The meeting will be held Les Saisons Room at A La
Carte located at 301 Heymann Boulevard, Lafayette, Louisiana, on Wednesday,
April 30, 1997 at 2:00 p.m., Central Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Acadiana Bancshares, Inc. are
sincerely appreciated.
Sincerely,
/s/ Jerry Reaux
Jerry Reaux
President and Chief Executive Officer
<PAGE>
ACADIANA BANCSHARES, INC.
101 West Vermilion Street
Lafayette, Louisiana 70501
(318) 232-4631
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 30, 1997
-------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Acadiana Bancshares, Inc. (the "Company") will be held at Les
Saisons Room at A La Carte located at 301 Heymann Boulevard, Lafayette,
Louisiana, on Wednesday, April 30, 1997 at 2:00 p.m., Central Time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect two directors for a three-year term expiring in 2000, and until
their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Castaing, Hussey
& Lolan, L.L.P. as the Company's independent auditors for the fiscal year ending
December 31, 1997; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof. Management is not aware of any other such business.
The Board of Directors has fixed March 20, 1997 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those stockholders of record
as of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lawrence Gankendorff
Lawrence Gankendorff
Chairman of the Board
Lafayette, Louisiana
April 1, 1997
- - --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- - --------------------------------------------------------------------------------
<PAGE>
ACADIANA BANCSHARES, INC.
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
April 30, 1997
This Proxy Statement is furnished to holders of common stock, $0.01 par
value per share ("Common Stock"), of Acadiana Bancshares, Inc. (the "Company"),
the parent holding company of LBA Savings Bank ("Savings Bank"). Proxies are
being solicited on behalf of the Board of Directors of the Company to be used at
the Annual Meeting of Stockholders ("Annual Meeting") to be held at Les Saisons
Room at A La Carte located at 301 Heymann Boulevard, Lafayette, Louisiana, on
Wednesday, April 30, 1997 at 2:00 p.m., Central Time, and at any adjournment
thereof for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This Proxy Statement is first being mailed to stockholders on or
about April 1, 1997.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein, for
ratification of the appointment of Castaing, Hussey & Lolan, L.L.P. for fiscal
1997, and, upon the transaction of such other business as may properly come
before the meeting, in accordance with the best judgment of the persons
appointed as proxies. Any stockholder giving a proxy has the power to revoke it
at any time before it is exercised by (i) filing with the Secretary of the
Company written notice thereof (Corporate Secretary, Acadiana Bancshares, Inc.);
(ii) submitting a duly-executed proxy bearing a later date; or (iii) appearing
at the Annual Meeting and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on March 20, 1997
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 2,731,250 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting. Directors are elected by a plurality
of the votes cast with a quorum present. Abstentions are considered in
determining the presence of a quorum and will not affect the plurality vote
required for the election of directors. The affirmative vote of a majority of
the total votes
-2-
<PAGE>
present in person and by proxy is required to ratify the appointment of the
independent auditors. The proposal for ratification of the auditors is
considered a "discretionary" item upon which brokerage firms may vote in
their discretion on behalf of their clients if such clients have not
furnished voting instructions and for which there will not be "broker
non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes as nearly equal in number as the
then total number of directors constituting the Board of Directors permits. The
directors shall be elected by the stockholders of the Company for staggered
terms, or until their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to elect
one class of directors, consisting of two directors, for a three-year term
expiring in 2000, and until their successors are elected and qualified.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption. Each nominee currently
serves as a director of the Company and of the Savings Bank.
Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees for director listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxies will nominate and vote for any
replacement nominee or nominees recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why any of the nominees listed
below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director of the Company, including tenure as a director. All of the below-listed
directors also serve as directors of the Savings Bank.
-3-
<PAGE>
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2000
PRINCIPAL OCCUPATION DURING DIRECTOR
NAME AGE(1) THE PAST FIVE YEARS SINCE(2)
- - --------------------- ------- --------------------------------- ---------
Lawrence Gankendorff.... 77 Chairman of the Board 1952
of the Savings Bank since
April 1984 and Chairman
of the Board of the Company
since March 1996. Previously
President and Chief Executive
Officer of the Savings Bank.
Don J. O'Rourke, Sr. .. 66 Managing Partner of Don J. 1965
O'Rourke & Associates, LTD.,
an architectural and
professional engineering firm
located in Lafayette, Louisiana.
The Board of Directors recommends that you vote FOR election of the nominees
for director.
DIRECTORS WHOSE TERMS ARE CONTINUING
DIRECTORS WITH A TERM EXPIRING IN 1998
PRINCIPAL OCCUPATION DURING DIRECTOR
NAME AGE(1) THE PAST FIVE YEARS SINCE(2)
- - ---- ------ --------------------------------- --------
Al W. Beacham, M.D. 63 In private practice as a 1978
physician in Lafayette,
Louisiana.
Kaliste J. Saloom, Jr. 78 Of Counsel with the law firm 1971
Saloom & Saloom in Lafayette,
Louisiana; Previously, city judge
in Lafayette, Louisiana in August
1993.
James J. Montelaro 57 Executive Vice President, 1995
Mortgage Loan Manager of the
Savings Bank since August
1994 and Vice President,the
Lending of the Savings Bank since
June 1992; Prior to joining the
Savings Bank, Mr. Montelaro was
President and Chief Executive
Officer of First Federal Savings
and Loan of Eunice, Eunice,
Louisiana.
- - ------------------------
(Footnotes on following page)
-4-
<PAGE>
DIRECTORS WITH A TERM EXPIRING IN 1999
PRINCIPAL OCCUPATION DURING DIRECTOR
NAME AGE(1) THE PAST FIVE YEARS SINCE(2)
---- ------ ----------------------------- --------
William H. Mouton 87 Attorney in private practice 1949
in Lafayette, Louisiana;
Mr. Mouton is semi-retired.
Jerry Reaux 36 President and Chief Executive 1995
Officer of the Company since March
1996 and President and Chief
Executive Officer of the Savings Bank
since August 1995; previously
Executive Vice President and Chief
Operating Officer of the Savings Bank
during July and August 1995
Prior to joining the Savings
Bank, Mr. Reaux was Executive Vice
President of the Bank of Lafayette
from January 1994 through June 1995.
Mr. Reaux was also Senior Vice
President, First National Bank,
Lafayette, Louisiana, from March 1991
through December 1993.
- - ------------------------
(1) As of March 20, 1997.
(2) Includes service as a director of the Savings Bank.
COMMITTEES AND MEETINGS OF THE BOARD OF THE SAVINGS BANK AND COMPANY;
DIRECTOR NOMINATIONS
The Board of Directors of the Company has established an Audit Committee
and a Executive Committee. Nominations for director of the Company are made
by the full Board of Directors. During the fiscal year ended December 31,
1996, the Board of Directors of the Company met 18 times. No director ofthe
Company attended fewer than 75% of the total number of Board meetings or
committee meetings on which he served that were held during this period.
AUDIT COMMITTEE. The Audit Committee consists of Messrs. Saloom, Beacham
and O'Rourke. The Audit Committee supervises the Company's Internal Auditor
and is responsible for reviewing the performance, and overseeing the
engagement, of the
-5-
<PAGE>
Company's independent certified public accountants. The Audit Committee met
four times during fiscal 1996.
EXECUTIVE COMMITTEE. The Executive Committee consists of Messrs.
Gankendorff, Mouton and Reaux. The Executive Committee reviews the compensation
of the Company's executive officers. The Executive Committee met eight times
during fiscal 1996. No member of the Executive Committee is a current or former
employee of the Company or any of its subsidiaries.
In addition to the committees described above, the Savings Bank has
established committees which include members of the Board and senior management
and which meet as required. These committees include, among others, an Audit
Committee, a Finance Committee, an Executive Committee, a Human Resources
Committee and a Loan Committee.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal occupations
during the last five years for the five executive officers of the Company and
the Savings Bank who do not serve as directors.
MARY ANNE BERTRAND. Age 39 years. Ms. Bertrand has served as the Bank's
Consumer Loan Manager since November 1992. Prior thereto, she was a Vice
President and Branch Manager of Premier Bank in Lafayette, Louisiana.
BRADY COMO. Age 39 years. Mr. Como was employed by the Bank as Senior Vice
President-Commercial Lending Manager in February 1996. Prior thereto, Mr. Como
was Vice President, Commercial Loan Officer and Branch Manager of First National
Bank of St. Mary Parish, New Iberia, Louisiana.
THOMAS F. DEBAILLON. Age 43 years. Mr. Debaillon currently serves as Vice
President, Operations and Personnel and Security Officer of the Bank.
Previously, Mr. Debaillon has served in various positions in Operations and
Personnel at LBA Savings.
EMILE E. SOULIER, III. Age 46 years. Mr. Soulier has served as Vice
President and Chief Financial Officer of the Bank since July 1994. Previously,
Mr. Soulier was a Financial Analyst, Auditor and Compliance Officer of the Bank.
-6-
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the officers and directors, and persons who own more than 10% of
the Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the American Stock Exchange
Officers, directors and greater than 10% stockholders are required by regulation
to furnish the Company with copies of all Section 16(a) forms they file. The
Company knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the Company,
or written representations from its officers and directors, the Company believes
that during, and with respect to, 1996, the Company's officers and directors
complied in all respects with the reporting requirements promulgated under
Section 16(a) of the 1934 Act.
-7-
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons
or entities, including any "group" as that term is used in Section 13(d)(3)
of the 1934 Act, who or which was known to the Company to be the beneficial
owner ofmore than 5% of the issued and outstanding Common Stock, (ii) the
directors of the Company, (iii) certain executive officers of the Company,
and (iv) all directors and executive officers of the Company and the Bank as
a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS
OF
MARCH 20, 1997(1)
----------------------
NAME OF BENEFICIAL OWNER NO. %
- - -------------------------------------- ----------- ---------
<S> <C> <C>
Acadiana Bancshares, Inc. ................................ 218,500(2) 8.0%
Employee Stock Ownership Plan Trust
107 West Vermilion Street
Lafayette, Louisiana 70501
FMR Corp. .................................................. 153,300(3) 5.61%
82 Devonshire Street
Boston, Massachusetts 02109
Jeffrey L. Gendell ......................................... 208,200(4) 7.62%
Tontine Financial Partners, L.P.
200 Park Avenue, Suite 3900
New York, New York 10166
Wellington Management Company, L.L.P........................ 213,700(5) 7.82%
75 State Street
Boston, Massachusetts 02109
Directors:
Al W. Beacham, M.D.......................................... 6,553(6) *
Lawrence Gankendorff........................................ 6,206(7) *
James J. Montelaro.......................................... 32,500 1.2
William H. Mouton........................................... 4,167 *
Jerry Reaux................................................. 12,395(8) *
Don J. O'Rourke, Sr......................................... 10,500 *
Kaliste J. Saloom, Jr....................................... 10,174(9) *
All directors and executive officers of the Company and the
Savings Bank as a group (11 persons)...................... 105,887 3.88%
</TABLE>
- - ------------------------
* Represents less than 1% of the outstanding Common Stock.
(Footnotes on following page)
-8-
<PAGE>
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or to direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive power
with respect to the shares.
(2) The Acadiana Bancshares, Inc. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the Acadiana Bancshares, Inc. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Messrs.
Beacham, Mouton and Saloom who act as trustees of the plan ("Trustees"). As
of the Voting Record Date, no shares held in the Trust had been allocated to
the accounts of participating employees. Since no shares held in the Trust
were allocated as of the Voting Record Date, unallocated shares held in the
ESOP will be voted by the Trustees in accordance with their fiduciary duties
as Trustees. The amount of Common Stock beneficially owned by directors who
serve as Trustees of the ESOP and by all directors and executive officers as
a group does not include the shares held by the Trust.
(3) Information obtained from the Schedule 13G dated February 14, 1997. FMR
Corp. ("FMR") is the parent holding company of Fidelity Management &
Research Company ("Fidelity"), an investment advisor. Fidelity is the
beneficial owner of 153,300 of such shares as a result of acting as an
investment advisor to several investment companies. One investment
company, Fidelity Select Home Finance Portfolio Fund, owns 153,300 of
such shares. Edward C. Johnson 3d, FMR and certain mutual funds (the
"Funds") each have sole dispositive power over these 153,300 shares, but
no voting power. Voting power resides in the Funds' Boards of Trustees.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR,
representing approximately 49% of the voting power of FMR. Mr. Johnson 3d
owns 12.0% and Abigail P. Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR. Mr. Johnson 3d is Chairman of FMR and Abigail P.
Johnson is a Director of FMR. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with the
majority vote of Class B shares. Accordingly, through their ownership of
voting common stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect
to FMR.
(Footnotes continue on following page)
-9-
<PAGE>
(4) Information obtained from the Schedule 13D, dated March 20, 1997, with
respect to shares of Common Stock owned by Tontine Financial Partners, L.P.,
a Delaware limited partnership ("Tontine"). Mr. Gendell serves as the
Managing Member of Tontine Management, L.L.C., which is the general partner
("General Partner") of Tontine. Tontine is a private investment limited
partnership investing in financial institutions. Mr. Gendell and Tontine
report shared voting and dispositive power with respect to 208,200 shares of
Common Stock.
(5) According to its filing on Schedule 13G with the Securities and Exchange
Commission dated January 24, 1997, Wellington Management Company in its
capacity as an investment advisor may be deemed to beneficially own 213,700
shares of Common Stock. Wellington Management Company indicates that it does
not have sole voting power, shared voting power or sole dispositive power
over any shares of Common Stock, but that it has shared dispositive power as
to 213,700 shares of Common Stock. Shares of Common Stock beneficially owned
by Wellington Management Company are owned by a variety of investment
advisory clients of Wellington Management Company. No such client is known
to have an interest in more than 5% of the Common Stock.
(6) Includes 2,766 shares held by Dr. Beacham in the Savings Bank's 401(k)
profit sharing plan ("401(k) Plan").
(7) Includes 789 shares held by Mr. Gankendorff in the 401(k) Plan and 5,417
shares held jointly with his spouse.
(8) Includes 750 shares held by Mr. Reaux's spouse in her Individual Retirement
Account and 295 shares held in the 401(k) Plan.
(9) Includes 1,000 shares held by Mr. Saloom's spouse.
-10-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Company has not yet paid separate compensation to its directors and
officers. The following table sets forth a summary of certain information
concerning the compensation paid by the Savings Bank for services rendered in
all capacities during the year ended December 31, 1996 and 1995 to the
President and Chief Executive Officer of the Savings Bank. No other executive
officers of the Company or the Savings Bank had total annual compensation in
excess of $100,000 during fiscal 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------
OTHER
NAME AND ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- - -------------------------- -------- -------- ------- ---------------
<S> <C> <C> <C> <C>
Jerry Reaux President and
Chief..................... 1996 $128,184 $10,800 --
Executive Officer(2)........ 1995 56,250 4,602 --
</TABLE>
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
AWARDS PAYOUTS
------------------------- --------
SECURITIES
NAME AND RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION STOCK OPTIONS PAYOUTS COMPENSATION
- - ---------------------------- ---------- ------------ --------- -------------
<S> <C> <C> <C> <C>
Jerry Reaux President and
Chief..................... -- -- -- $15,500(3)
Executive Officer(2)........ -- -- -- 6,500(3)
</TABLE>
- - ------------------------
(1) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer. In the opinion of management of the Bank, the
costs to the Bank of providing such benefits to the named executive officer
during the year ended December 31, 1996 did not exceed the lesser of $50,000
or 10% of the total of annual salary and bonus reported for the individual.
(2) Mr. Reaux became President and Chief Executive Officer of the Bank in August
1995.
(3) Consists of fees received for services as a director of the Savings Bank.
DIRECTOR'S COMPENSATION
During January, February and March of 1996, members of the Board of
Directors of the Savings Bank received fees of $500 per meeting attended, and
meetings generally were held twice a month. Commencing in April 1996, Board fees
were adjusted to $1,000 per meeting, but the schedule for regular meetings was
reduced to once-a-month. Members of the Board of Directors receive no additional
compensation for their participation in any of the Committees or for services as
directors of the Company.
-11-
<PAGE>
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Savings Bank (collectively the "Employers") in
November 1996 entered into an amended and restated employment agreement with
Mr. Reaux. Mr. Reaux previously had entered into an employment agreement with
the Savings Bank dated September 1, 1995. Such agreement was amended and
restated as a result of the mutual-to-stock conversion of the Savings Bank
and the Savings Bank's reorganization into the holding company form. The
Employers have agreed to employ Mr. Reaux for a term of three years in his
current position at an initial base salary of $129,600. The agreement is
terminable with or without cause by the Employers. The officer shall have no
right to compensation or other benefits pursuant to the employment agreement
for any period after voluntary termination or termination by the Employers
for cause, disability or retirement, provided, however, that (i) in the event
that the officer terminates his employment because of failure of the
Employers to comply with any material provision of the employment agreement
he shall be entitled to severance payments equal to the greater of the amount
of his base salary for the remaining term of the agreement or his base salary
multiplied by 2.0 or (ii) the employment agreement is terminated by the
Employers other than for cause, disability, retirement or death or by the
officer as a result of certain adverse actions which are taken with respect
to the officer's employment following a Change in Control of the Company, as
defined, Mr. Reaux will be entitled to cash severance payments equal to the
amount of his base salary at the date of termination multiplied by 3.0. In
addition, Mr. Reaux will be entitled to a continuation of benefits similar to
those he is receiving at the time of such termination for the period
otherwise remaining under the term of the agreement or until he obtains
full-time employment with another employer, whichever occurs first. A Change
in Control is generally defined in the employment agreement to include any
change in control required to be reported under the federal securities laws,
as well as the acquisition by any person of 25% or more of the Company's
outstanding voting securities. Mr. Reaux's employment agreement provides that
in the event that any payments to be paid thereunder are deemed to constitute
"excess parachute payments" and, therefore, subject to an excise tax under
Section 4999 of the Internal Revenue Code of 1986, as amended, the Employers
may (i) contest the liability and exhaust all administrative and judicial
appeals to that end, and/ or (ii) pay Mr. Reaux an amount equal to the excise
tax for which he is liable plus an amount equal to any additional federal,
state, or local taxes that may result because of such additional payment. Mr.
Reaux 's agreement also provides that in the event of Mr. Reaux's death or
disability during the term of the agreement, Mr. Reaux or his estate will
receive payments equal to the amount of compensation for 12 months at the
current salary at the time of his death or disability.
The Company and the Savings Bank (the "Employers") have also entered into
severance agreements with Ms. Bertrand and Messrs. Gankendorff, Montelaro,
Como, Debaillon and Soulier. Under the terms of such severance agreements,
the Employers have agreed that in the event that such officer's employment is
terminated as a result of certain adverse actions which are taken with
respect to the officer's employment following a Change in Control of the
Company, as defined, such officer will be entitled to a cash severance amount
equal to his base salary multiplied by two.
-12-
<PAGE>
Based upon compensation levels at December 31, 1996, in the event of a
termination of employment following a Change in Control, Mr. Reaux would
receive $388,800 in cash severance and the other six executives would receive
between $75,600 and $170,000.
BENEFITS
401(k) PROFIT SHARING PLAN. The Savings Bank maintains a 401(k) profit
sharing plan. The 401(k) Plan is designed to promote the future economic welfare
of the employees of the Savings Bank and to encourage employee savings. Employee
deferrals of salary and employer contributions made under the 401(k) Plan,
together with the income thereon, are accumulated in individual accounts
maintained in trust on behalf of the employee participants, and is made
available to the employee participants upon retirement and under certain other
circumstances as provided in the Plan. Since employee deferrals of salary and
employer contributions made under the 401(k) Plan are made on a tax deferred
basis, employee participants are able to enjoy significant income tax savings by
participating in the 401(k) Plan. Employees are also permitted to direct the
investment of their accounts among five separate funds.
An employee of the Savings Bank becomes eligible to participate in the
401(k) Plan on the entry date (January 1 or July 1) nearest the date he or she
completes a year of service (provided he or she is at least age 21). A year of
service is a 12 consecutive month period in which the employee works at least
1,000 hours for the Savings Bank. Participants may elect to defer amounts up to
10% of their annual compensation to the 401(k) Plan, subject to certain limits
imposed by law. Prior to the conversion of the Savings Bank from the mutual to
stock form of organization (the "Conversion"), the Savings Bank matched, dollar
for dollar, the first 3% of compensation deferred and also made additional
discretionary matching contributions. Since the implementation of the ESOP, the
Savings Bank has since terminated the matching provision of the 401(k) Plan. The
Savings Bank may also make discretionary profit sharing contributions, allocated
to eligible employees on the basis of relative compensation, or "qualified
nonelective contributions" allocated on the basis of relative compensation but
only to eligible non-highly compensated employees.
During 1996, the Savings Bank contributed $52,000 to the 401(k) Plan, $2,274
of which was for the benefit of Mr. Reaux.
MONEY PURCHASE PENSION PLAN. Prior to the Conversion, the Savings Bank
maintained a money purchase pension plan (the "Money Purchase Plan"). The
Savings Bank terminated the Money Purchase Plan during 1996. The Money
Purchase Plan was designed to complement the 401(k) Plan and to promote the
future economic welfare of the employees of the Savings Bank. Employer
contributions made under the Money Purchase Plan, together with the income
thereon, were accumulated in individual accounts maintained in trust on
behalf of the employee participants, and were made available to the employee
participants upon retirement and under certain other circumstances as
provided in the
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<PAGE>
Money Purchase Plan. Employees were permitted to direct the investment of
their accounts among five separate funds.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company has established the
ESOP for employees of the Company and the Savings Bank. Full-time employees
of the Company and the Savings Bank who have been credited with at least
1,000 hours of service during a 12-month period and who have attained age 21
are eligible to participate in the ESOP.
The ESOP borrowed funds from the Company to purchase 218,500 shares of
Common Stock in the Savings Bank's Conversion. The loan to the ESOP will be
repaid principally from the Company's contributions to the ESOP over a period of
ten years, and the collateral for the loan will be the Common Stock purchased by
the ESOP. The interest rate for the ESOP loan is 8.0%. The Company may, in any
plan year, make additional discretionary contributions for the benefit of plan
participants in either cash or shares of Common Stock, which may be acquired
through the purchase of outstanding shares in the market or from individual
stockholders, upon the original issuance of additional shares by the Company or
upon the sale of treasury shares by the Company. Such purchases, if made, would
be funded through additional borrowing by the ESOP or additional contributions
from the Company. The timing, amount and manner of future contributions to the
ESOP will be affected by various factors, including prevailing regulatory
policies, the requirements of applicable laws and regulations and market
conditions.
Shares purchased by the ESOP with the proceeds of the loan will be held in a
suspense account and released on a pro rata basis as debt service payments are
made. Discretionary contributions to the ESOP and shares released from the
suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have contributed
to the ESOP. Participants will vest in their right to receive their account
balances within the ESOP at the rate of 20% per year. In the case of a "change
in control," as defined, however, participants will become immediately fully
vested in their account balances. Benefits may be payable upon retirement, early
retirement, disability or separation from service. The Company's contributions
to the ESOP are not fixed, so benefits payable under the ESOP cannot be
estimated.
Messrs. Beacham, Mouton and Saloom serve as trustees of the ESOP. Under the
ESOP, the trustees must vote all allocated shares held in the ESOP in accordance
with the instructions of the participating employees, and allocated shares for
which employees do not give instructions, and unallocated shares, will be voted
in the same ratio on any matter as to those shares for which instructions are
given.
The ESOP will be subject to the requirements of Employee Retirement Income
Security Act of 1974, as amended, and the regulations of the Internal Revenue
Service and Department of Labor thereunder.
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<PAGE>
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company's policy provides that all loans made by the Savings Bank to the
directors and officers of the Company and the Savings Bank are made in the
ordinary course of business, are made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. All such loans outstanding
as of March 20, 1997, were made by the Savings Bank in the ordinary course of
business and were not made with favorable terms nor did they involve more than
the normal risk of collectibility. The Company believes that such loans do not
involve more than the normal risk of collectibility. Director Mouton is an
attorney with the firm of William H. Mouton, Professional Law Corporation, which
firm provided certain legal services to the Savings Bank in 1996. Director
Saloom is of counsel to the law firm of Saloom & Saloom, which law firm provided
certain legal services to the Savings Bank in 1996. Director O'Rourke is
President of Don J. O'Rourke & Associates, Ltd., a professional architectural
corporation which provides architectural services to the Savings Bank.
REPORT OF THE COMPENSATION COMMITTEE
The Human Resource Committee of the Board of Directors is responsible for
establishing management compensation policies and procedures to be reflected
in the Compensation Program offered to the Executive Officers of the Company
and Bank. During the 1996 fiscal year, the members of the committee met three
times.
The members of the Human Resource Committee of both the Company and the Bank
are identical and no member of the committee is an employee of the Company or
any subsidiary. The Human Resource Committee of the Company has exclusive
jurisdiction over the administration and grants relating to all stock option
plans and/or management recognition plans. The committee uses outside
consultants, market studies and published compensation data as a resource in
establishing a competitive compensation program.
During 1996, the committee proposed initial grants of stock options and
restricted stock grants under the Company's Stock Option Plan and Recognition
and Retention Plan and Trust, which grants were made in January 1997 upon
approval of such plans by the Company's shareholders. The committee
negotiated an amended and restated employment agreement with Mr. Reaux. The
Committee considered several financial and non-financial accomplishments in
setting the compensation of the Chief Executive Officer and other executive
officers, including but not limited to, net income of the bank, profitability
ratios, satisfactory regulatory examinations, and market value of the bank.
In addition, other objectives such as growth and the successful
mutual-to-stock conversion of the Bank and reorganization were reviewed. The
committee also replaced the traditional Christmas Bonus Plan with an
incentive bonus plan which, beginning in 1997, will be based on the return on
average equity of the Company.
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<PAGE>
The committee has sought to design a compensation program in which a
significant portion of the compensation paid to senior management (including the
Company's President and Chief Executive Officer) be incentive-based. It is
through this process that the Company is able to compete for and retain talented
executives who are critical to the Company's long term success and align the
interests of those executives with the long term interests of the Company's
shareholders.
Al W. Beacham
William H. Mouton
Don J. O'Rourke, Sr.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
PERIOD ENDING
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<S> <C> <C> <C> <C> <C> <C>
INDEX 7/16/96 8/31/96 9/30/96 10/31/96 11/30/96 12/31/96
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ARCADIANA BANCSHARES, INC. 100.00 110.42 114.58 114.58 125.00 124.71
S&P 100.00 104.07 109.93 112.95 121.41 119.00
SNL THRIFTS $250M TO $500M INDEX 100.00 105.66 108.87 112.05 118.50 120.49
SNL BANKS UNDER $500M INDEX 100.00 103.52 106.66 110.81 115.65 117.98
</TABLE>
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<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Castaing, Hussey &
Lolan, L.L.P., independent certified public accountants, to perform the audit of
the Company's financial statements for the year ending December 31, 1997, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting.
The Company has been advised by Castaing, Hussey & Lolan, L.L.P. that
neither that firm nor any of its associates has any relationship with the
Company or its subsidiaries other than the usual relationship that exists
between independent certified public accountants and clients. Castaing,
Hussey & Lolan, L.L.P. will have one or more representatives at the Annual
Meeting who will have an opportunity to make a statement, if they so desire,
and will be available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Castaing, Hussey & Lolan, L.L.P. as independent auditors for the
fiscal year ending December 31, 1997.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April 1998, must be received at
the principal executive offices of the Company, 101 West Vermilion Street,
Lafayette, Louisiana 70501, Attention: Corporate Secretary, no later than
December 2, 1997. If such proposal is in compliance with all of the requirements
of Rule 14a-8 under the 1934 Act, it will be included in the proxy statement and
set forth on the form of proxy issued for such annual meeting of stockholders.
It is urged that any such proposals be sent certified mail, return receipt
requested.
Stockholder proposals which are not submitted for inclusion in the Company's
proxy materials pursuant to Rule 14a-8 under the 1934 Act may be brought before
an annual meeting pursuant to Article 9.D. of the Company's Articles of
Incorporation.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
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<PAGE>
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
By Order of the Board of Directors
/s/ Lawrence Gankendorff
Lawrence Gankendorff
Chairman of the Board
April 1, 1997
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<PAGE>
REVOCABLE PROXY
ACADIANA BANCSHARES, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1997
The undersigned, being a stockholder of Acadiana Bancshares, Inc.
("Company") as of March 20, 1997, hereby authorizes the Board of Directors of
the Company or any successors thereto as proxies with full powers of
substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held at Lee Saissons Room at A La Carte,
located at 301 Heymann Boulevard, Lafayette, Louisiana, on Wednesday, April
30, 1997 at 2:00 p.m., Central Time, and at any adjournment of said meeting,
and thereat to act with respect to all votes that the undersigned would be
entitled to cast, if then personally present, as follows:
WITH-
FOR HOLD EXCEPT
1. ELECTION OF DIRECTORS [ ] [ ] [ ]
Nominees for three-year term:
Lawrence Gankendorff and Don J. O'Rourke, Sr.
INSTRUCTION: To withhold authority to vote for an individual nominee, mark
"Except" and write that nominee's name in the space provided below. Unless
authority to vote for all of the foregoing nominees is withheld, this Proxy
will be deemed to confer authority to vote for each nominee whose name is not
written below.
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2. PROPOSAL to ratify the appointment by the FOR AGAINST ABSTAIN
Board of Directors of Castaing, Hussey & [ ] [ ] [ ]
Lolan, L.L.P. as the Company's independent
auditors for the fiscal year ending December
31, 1997.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF RETURNED
BUT NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR RATIFICATION
OF THE COMPANY'S INDEPENDENT AUDITORS, AND OTHERWISE AT THE DISCRETION OF THE
PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED
AT THE ANNUAL MEETING.
--------------------------
Please be sure to sign and date / Date /
this Proxy in the box below. / /
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/ /
/ /
/ /
/ /
/ Stockholder sign above Co-holder (if any) sign above /
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Detach above card, sign, date and mail in postage paid envelope provided
ACADIANA BANCSHARES, INC.
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/ THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY /
/ FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 1997 /
/ AND AT ANY ADJOURNMENT THEREOF. /
/ /
/ PLEASE SIGN THIS EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY CARD. /
/ WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE FULL TITLE. WHEN /
/ SHARES ARE HELD JOINTLY, ONLY ONE HOLDER NEED SIGN /
/ /
/ PLEASE ACT PROMPTLY /
/ SIGN, DATE & MAIL YOUR PROXY CARD TODAY /
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