<PAGE> 1
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. _____)
<TABLE>
<S> <C>
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] 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)
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<TABLE>
<CAPTION>
Payment of Filing Fee (Check the appropriate box):
<S> <C>
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------
(2) Aggregate number of securities to which transaction 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:
-----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
ACADIANA BANCSHARES, INC.
101 WEST VERMILION STREET
LAFAYETTE, LOUISIANA 70501
(318) 232-4631
March 27, 1998
Dear Stockholder:
You are cordially invited to attend the second Annual Meeting of
Stockholders of Acadiana Bancshares, Inc. The meeting will be held in the Les
Saisons Room at A La Carte located at 301 Heymann Boulevard, Lafayette,
Louisiana, on Wednesday, April 29, 1998 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,
Jerry Reaux
President and Chief Executive Officer
<PAGE> 3
ACADIANA BANCSHARES, INC.
101 WEST VERMILION STREET
LAFAYETTE, LOUISIANA 70501
(318) 232-4631
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1998
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Annual Meeting") of Acadiana Bancshares, Inc. (the "Company") will be held in
the Les Saisons Room at the A La Carte located at 301 Heymann Boulevard,
Lafayette, Louisiana, on Wednesday, April 29, 1998 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 three directors for a three-year term expiring in
2001, 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, 1998; 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, 1998 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
Lawrence Gankendorff
Chairman of the Board
Lafayette, Louisiana
March 27, 1998
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> 4
ACADIANA BANCSHARES, INC.
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1998
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
in the Les Saisons Room at A La Carte located at 301 Heymann Boulevard,
Lafayette, Louisiana, on Wednesday, April 29, 1998 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 March 27, 1998.
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 1998, 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, 1998
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 2,575,250 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> 5
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 three directors, for a three-year
term expiring in 2001, 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> 6
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
---------------------- ---------- ----------------------------------------- -----------
<S> <C> <C> <C>
Kaliste J. Saloom, Jr. 79 Of Counsel with the law firm of Saloom & 1971
Saloom in Lafayette, Louisiana; Previously,
city judge in Lafayette, Louisiana, from
February 1953 to August 1993.
Al W. Beacham, M.D. 64 In private practice as a physician in 1978
Lafayette, Louisiana.
James J. Montelaro 58 Executive Vice President, Mortgage Banking 1995
Manager of the Savings Bank since August 1994
and Vice President, 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.
</TABLE>
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 1999
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
---------------------- ---------- ----------------------------------------- -----------
<S> <C> <C> <C>
William H. Mouton 89 Attorney in private practice in Lafayette, 1949
Louisiana; Mr. Mouton is semi-retired.
</TABLE>
- 4 -
<PAGE> 7
DIRECTORS WITH A TERM EXPIRING IN 1999
<TABLE>
<S> <C> <C> <C>
Jerry Reaux 37 President and Chief Executive Officer of the 1995
Company since March 1996 and 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, and, prior thereto,
Senior Vice President, First National Bank,
Lafayette, Louisiana.
John H. DeJean 58 Senior Vice President, Business Development Manager
of LBA Savings Bank from June 1997 to January 1998.
Previously, Mr. DeJean served as President of the
Acadiana Region of Premier Bank, Lafayette,
Louisiana, from June 1989 to March 1996. 1997
</TABLE>
DIRECTORS WITH A TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
------------------- --------- ------------------------------------------------- ----------
<S> <C> <C> <C>
Lawrence Gankendorff 78 Chairman of the Board of the Savings Bank since 1952
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. 67 Managing Partner of Don J. O'Rourke & Associates, 1965
LTD., an architectural and professional
engineering firm located in Lafayette, Louisiana.
Thomas S. Ortego 38 Self-employed accountant in Lafayette, Louisiana. 1997
</TABLE>
- - -------------------
(1) As of March 20, 1998.
(2) Includes service as a director of the Savings Bank.
- 5 -
<PAGE> 8
DIRECTOR NOMINATIONS; COMMITTEES AND MEETINGS OF THE BOARD OF THE SAVINGS BANK
AND COMPANY
Nominations for director of the Company are made by the full Board of
Directors of the Company. During the fiscal year ended December 31, 1997, the
Board of Directors of the Company met nine times. No director of the Company
attended fewer than 75% of the total number of Board meetings.
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, an Executive Committee, a Human
Resources Committee, a Finance Committee and a Loan Committee.
Audit Committee. The Audit Committee consists of Messrs. Saloom,
Beacham, O'Rourke and Ortego. The Audit Committee supervises the Company's
Internal Auditor and is responsible for reviewing the performance, and
overseeing the engagement, of the Company's independent certified public
accountants. The Audit Committee met three times during fiscal 1997. No
member of the Audit Committee is a current or former employee of the Company or
any of its subsidiaries.
Executive Committee. The Executive Committee consists of Messrs.
Gankendorff, Mouton and Reaux. The Executive Committee reviews the
implementation of the Company's strategic plan and management recommendations
regarding Company operations. The Executive Committee met nine times during
fiscal 1997.
Human Resources Committee. The Human Resources Committee consists of
Messrs. Beacham, Mouton and O'Rourke. The Human Resources Committee reviews
the compensation of the Company's executive officers. The Human Resources
Committees met four times during fiscal 1997. No member of the Human Resources
Committee is a current or former employee of the Company or any of its
subsidiaries.
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 40 years. Ms. Bertrand currently serves as
Vice President, Retail Banking Manager, and previously served as the Savings
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 40 years. Mr. Como was employed by the Savings Bank
as Senior Vice President-Commercial Banking Manager in February 1996. Prior
thereto, Mr. Como
- 6 -
<PAGE> 9
was Vice President, Commercial Loan Officer and Branch Manager of First
National Bank of St. Mary Parish, New Iberia, Louisiana.
Thomas F. Debaillon. Age 44 years. Mr. Debaillon currently serves as
Vice President, Operations, Human Resources and Security Officer of the Savings
Bank. Previously, Mr. Debaillon has served in various positions in Operations
and Human Resources at LBA Savings.
Emile E. Soulier, III. Age 47 years. Mr. Soulier has served as Vice
President and Chief Financial Officer of the Savings Bank since July 1994.
Previously, Mr. Soulier was a Financial Analyst, Auditor and Compliance Officer
of the Savings Bank.
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, 1997, 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> 10
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
of more 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 Savings Bank as a
group.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned as of
Name of Beneficial Owner March 20, 1998(1)
- - ----------------------------------------- ---------------------------------------
No. %
------------------ -----------
<S> <C> <C>
Acadiana Bancshares, Inc. 218,369(2) 8.5%
Employee Stock Ownership Plan Trust
101 West Vermilion Street
Lafayette, Louisiana 70501
FMR Corp. 153,300(3) 5.9%
82 Devonshire Street
Boston, Massachusetts 02109
Jeffrey L. Gendell 248,100(4) 9.61%
Tontine Financial Partners, L.P.
200 Park Avenue, Suite 3900
New York, New York 10166
Wellington Management Company, L.L.P. 247,700(5) 9.6%
75 State Street
Boston, Massachusetts 02109
Directors:
Al W. Beacham, M.D. 14,746(6) *
John H. DeJean 2,600 *
Lawrence Gankendorff 19,731(7) *
James J. Montelaro 54,658(8) 2.1
William H. Mouton 12,360(9) *
Jerry Reaux 53,786(10) 2.1
Don J. O'Rourke, Sr. 11,693(11) *
Thomas S. Ortego 11,170(12) *
Kaliste J. Saloom, Jr. 18,367(13) *
All directors and executive officers of the Company 242,184 9.4%
and the Savings Bank as a group (13 persons)
</TABLE>
* Represents less than 1% of the outstanding Common Stock.
(Footnotes on following page)
- 8 -
<PAGE> 11
- - ------------------------------
(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, 32,707 shares
held in the Trust had been allocated to the accounts of participating
employees. Under the terms of 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 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 9, 1998.
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> 12
(4) Information obtained from the Schedule 13D, dated July 18, 1998, 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 248,100 shares of Common Stock.
(5) According to its filing on Schedule 13G with the Securities and
Exchange Commission dated February 9, 1998, Wellington Management
Company in its capacity as an investment advisor may be deemed to
beneficially own 247,700 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 247,700
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. Except for First
Financial Fund, Inc., Gateway Center Three, 100 Mulberry Street, 9th
Floor, Newark, NJ 07102-4077 (which has indicated beneficial
ownership of 242,700 shares of Common Stock or 9.4% of the outstanding
shares), 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 his 401(k) profit sharing
plan, 4,370 shares held in the RRP, which may be voted by him, and
2,731 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(7) Includes 807 shares held by Mr. Gankendorff in the Savings Bank's
401(k) Plan (the "401(k) Plan"), 1,216 shares which have been
allocated to Mr. Gankendorff's account in the ESOP, 6,555 shares held
in the RRP, which may be voted by him, and 4,097 shares which may be
acquired upon the exercise of stock options exercisable within sixty
(60) days of the Voting Record Date.
(8) Includes 2,859 shares held by Mr. Montelaro in the 401(k) Plan, 2,145
shares which have been allocated to Mr. Montelaro's account in the
ESOP, 8,740 shares held in the RRP, which may be voted by him, and
5,462 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(9) Includes 4,370 shares held in the RRP, which may be voted by Mr.
Mouton, and 2,731 shares which may be acquired upon the exercise of
stock options exercisable within sixty (60) days of the Voting Record
Date.
(Footnotes continue on following page)
- 10 -
<PAGE> 13
(10) Includes 750 shares held by Mr. Reaux's spouse in her Individual
Retirement Account, 981 shares held in the 401(k) Plan, 3,014
shares which have been allocated to Mr. Reaux's account in the
ESOP, 19,228 shares held in the RRP, which may be voted by him, and
13,656 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(11) Includes 4,370 shares held in the RRP, which may be voted by Mr.
O'Rourke, and 2,731 shares which may be acquired upon the exercise of
stock options exercisable within sixty (60) days of the Voting Record
Date.
(12) Includes 4,920 shares held by Mr. Ortego's spouse.
(13) Includes 1,000 shares held by Mr. Saloom's spouse, 4,370 shares held
in the RRP, which may be voted by him, and 2,731 shares which may be
acquired upon the exercise of stock options exercisable within sixty
(60) days of the Voting Record Date.
- 11 -
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
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 years ended December 31, 1997, 1996 and 1995 to the
President and Chief Executive Officer and the only executive officer of the
Company, and its subsidiaries, whose total annual compensation during fiscal
1997 exceeded $100,000.
<TABLE>
<CAPTION>
==================================================================================================================================
Annual Compensation Long Term Compensation
------------------------------------------ -------------------------------------
Other
Annual Awards Payouts
Name and Year Salary(1) Bonus Compensation(2) -------------------------------------
Principal Position Restricted Securities LTIP All Other
Stock Underlying Payouts Compensation
Options
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerry Reaux 1997 $144,600 $10,800 -- $561,818(4) 68,281 -- $53,108(6)
President and Chief 1996 $139,500 $10,800 -- -- -- -- $11,022
Executive Officer(3) 1995 $ 61,500 $ 4,602 -- -- -- -- --
- - -----------------------------------------------------------------------------------------------------------------------------------
James J. Montelaro 1997 $103,400 $7,367 -- $255,372(5) 27,312 -- $37,961(7)
Executive Vice President 1996 $102,200 $7,367 -- -- -- -- $ 7,750
1995 $ 78,263 $7,083 -- -- -- -- --
==================================================================================================================================
</TABLE>
- - ----------------
(1) Includes Director's fees.
(2) Does not include amounts attributable to miscellaneous benefits
received by the named executive officer. In the opinion of management
of the Savings Bank, the costs to the Savings Bank of providing such
benefits to the named executive officer during the year ended December
31, 1997 did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the individual.
(3) Mr. Reaux became President and Chief Executive Officer of the Savings
Bank in August 1995.
(4) Represents the grant of 24,035 shares of restricted Common Stock in
1997 pursuant to the 1997 RRP, which had a fair market value of
$561,818 at December 31, 1997. The restricted stock awarded vests over
five years, 20% per year from the date of grant.
(5) Represents the grant of 10,925 shares of restricted Common Stock in
1997 pursuant to the 1997 RRP, which had a fair market value of
$255,372 at December 31, 1997. The restricted stock awarded vests
over five years, 20% per year from the date of grant.
- 12 -
<PAGE> 15
(6) Represents the fair market value of 2,272 shares of Common Stock
allocated to Mr. Reaux's ESOP account in 1997.
(7) Represents the fair market value of 1,624 shares of Common Stock
allocated to Mr. Montelaro's ESOP account in 1997.
DIRECTOR'S COMPENSATION
Each director of the Savings Bank received a fee of $1,000 per
meeting. 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.
STOCK OPTIONS
The following table sets forth certain information concerning grants
of stock options awarded to the named executive officers during the year ended
December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
==================================================================================================================================
Individual Grants
- - ----------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
% of Total Options at Assumed Annual Rates
Options Granted to Exercise Expiration of Stock Price Appreciation
Name Granted Employees(1) Price(2) Date(3) for Option Term(4)
---------------------------
5% 10%
---------- ---------
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Reaux 68,281 43.47% $15.50 January 22, 2007 $665,740 $1,686,540
- - ----------------------------------------------------------------------------------------------------------------------------------
James J. Montelaro 27,312 17.39% $15.50 January 22, 2007 $266,292 $674,606
==================================================================================================================================
</TABLE>
(1) Percentage of options granted to all employees during fiscal 1997.
(2) The exercise price was based on the fair market value of a share of
Common Stock on the date of grant.
(3) The stock options were granted on January 22, 1997 and vest and become
exercisable over five years, 20% per year commencing one year from the
date of grant.
(4) Assumes compounded rates of return for the remaining life of the
options and future stock prices of $25.25 and $40.20 at compounded
rates of return of 5% and 10%, respectively.
- 13 -
<PAGE> 16
The following table sets forth certain information concerning
exercises of stock options granted by the named executive officers during the
year ended December 31, 1997 and stock options held at December 31, 1997.
<TABLE>
<CAPTION>
=================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
Number of Value of
Shares Unexercised Unexercised
Acquired on Value Options at Year End Options at
Name Exercise Realized Year End(1)
--------------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Reaux -- -- -- 68,281 -- $537,712
- - ---------------------------------------------------------------------------------------------------------------------------------
James J. Montelaro -- -- -- 27,042 -- $212,956
=================================================================================================================================
</TABLE>
(1) Based on an assumed market price of $23.375 of a share of Common Stock
at December 31, 1997.
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, and without further
action to extend for an additional year on each annual anniversary of the date
of the agreement such that at any time the remaining term of the agreement will
be from two to 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
- 14 -
<PAGE> 17
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.
Based upon compensation levels at December 31, 1997, 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 $88,640 and $176,800.
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, 1998, 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 1997. Director Saloom is of counsel to the law firm of Saloom & Saloom,
which law firm provided certain legal services to the Savings Bank in 1997.
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 Savings Bank. During the 1997 fiscal year, the members of the
committee met four times.
The members of the Human Resource Committee of both the Company and
the Savings 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
- 15 -
<PAGE> 18
uses outside consultants, market studies and published compensation data as a
resource in establishing a competitive compensation program.
During 1997, the committee proposed 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 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
Savings Bank and reorganization were reviewed. The committee also approved an
incentive bonus plan which is based on the return on average equity of the
Company.
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.
- 16 -
<PAGE> 19
PERFORMANCE GRAPH
The following graph demonstrates comparison of the the cumulative
total returns for the Common Stock of the Company, the SNL Securities Thrift
Index ($250M to $500M), SNL Bank Index (under $500M) and Standard and Poor's
500 Index since the close of trading of the Company's Common Stock on December
31, 1997.
- 17 -
<PAGE> 20
ACADIANA BANCSHARES, INC.
TOTAL RETURN PERFORMANCE
[CHART]
<TABLE>
<CAPTION>
PERIOD ENDING
====================================================================================
INDEX 7/16/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
==================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Acadiana Bancshares, Inc. 100.00 114.58 124.71 157.95 167.68 189.07 199.54
S&P 500 100.00 109.93 119.00 122.19 143.52 154.27 158.71
SNL Thrifts ($250M to $500M) 100.00 108.87 120.49 132.09 146.09 178.44 204.17
SNL Banks (under $500M) 100.00 106.66 117.98 131.06 146.44 172.22 201.12
</TABLE>
<PAGE> 21
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, 1998,
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, 1998.
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 1999, must be received at
the principal executive offices of the Company, 101 West Vermilion Street,
Lafayette, Louisiana 70501, Attention: Corporate Secretary, no later than
November 28, 1998. 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, 1997 accompanies this Proxy Statement. Such annual report
is not part of the proxy solicitation materials.
- 18 -
<PAGE> 22
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
Lawrence Gankendorff
Chairman of the Board
March 27, 1998
- 19 -
<PAGE> 23
REVOCABLE PROXY
ACADIANA BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1998
The undersigned, being a stockholder of Acadiana Bancshares, Inc.
("Company") as of March 20, 1998, 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 in the Les Saisons Room at A La Carte
located at 301 Heymann Boulevard, Lafayette, Louisiana, on Wednesday, April 29,
1998 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:
1. ELECTION OF DIRECTORS
Nominees for a three-year term: Kaliste J. Saloom, Jr., Al W. Beacham, M.D.
and James J. Montelaro.
[ ] FOR [ ] WITHHOLD
AUTHORITY
NOTE: To withhold authority to vote for an individual nominee,
strike a line through that nominee's name. 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 struck.
2. PROPOSAL 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, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 24
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
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 THIS
PROXY IN THE BOX BELOW.
[DATE AND SIGNATURE BOX]
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 29,
1998 AND AT ANY ADJOURNMENT THEREOF.
PLEASE SIGN THIS EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE FULL TITLE. WHEN SHARES
ARE HELD JOINTLY, ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 25
ESOP VOTING INSTRUCTION BALLOT
ACADIANA BANCSHARES, INC.
The undersigned hereby instructs the Trustees of the Employee Stock
Ownership Plan ("ESOP") of Acadiana Bancshares, Inc. (the "Company") to vote,
as designated below, all the shares of Common Stock of the Company allocated to
my account pursuant to the ESOP as of March 20, 1998 at the Annual Meeting of
Shareholders to be held in the Les Saisons Room at A La Carte located at 301
Heymann Boulevard, Lafayette, Louisiana, on Wednesday, April 29, 1998, at 2:00
p.m., Central Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2001: Kaliste J. Saloom,
Jr., Al W. Beacham, M.D. and James J. Montelaro.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - ---------------------------
2. PROPOSAL 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, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR Proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.
Dated: ____________________, 1998
-----------------------------------
Signature
IF YOU RETURN THIS CARD PROPERLY SIGNED BUT YOU DO NOT OTHERWISE SPECIFY,
SHARES WILL BE VOTED FOR THE BOARD OF DIRECTOR'S NOMINEES FOR DIRECTOR AND FOR
PROPOSAL 2. IF YOU DO NOT RETURN THIS CARD, YOUR SHARES WILL BE VOTED BY THE
TRUSTEES IN THE SAME PROPORTION AS ALL ALLOCATED SHARES UNDER THE ESOP ARE
VOTED.
<PAGE> 26
[LETTERHEAD]
March 27, 1998
To: Participants in the Company's Employee Stock Ownership Plan
As described in the attached materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Annual Meeting
of Shareholders of Acadiana Bancshares, Inc. (the "Company"). We hope you will
take advantage of the opportunity to direct the manner in which shares of
Common Stock of the Company allocated to your account pursuant to the Company's
Employee Stock Ownership Plan ("ESOP") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, and a voting instruction ballot, which will permit
you to vote the shares in your account. After you have reviewed the Proxy
Statement, we urge you to vote your restricted shares held pursuant to the ESOP
by marking, dating, signing and returning the enclosed voting instruction
ballot to the administrators of the ESOP. The Plan Administrators will certify
the totals to the ESOP Trustees for the purpose of having those shares voted by
the Trustees.
We urge each of you to vote, as a means of participating in the
governance of the affairs of the Company. If your voting instructions for the
ESOP are not received, the shares allocated to your account will be voted in
the same proportion as all allocated shares under the ESOP are voted. While I
hope that you will vote in the manner recommended by the Board of Directors,
the most important thing is that you vote in whatever manner you deem
appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares
which have been allocated to you under the ESOP. You will receive other voting
material for those shares owned by you individually and not under the ESOP.
Sincerely,
Jerry Reaux
President and Chief Executive Officer
<PAGE> 27
RECOGNITION PLAN VOTING INSTRUCTION BALLOT
ACADIANA BANCSHARES, INC.
The undersigned hereby instructs the Trustee of the Recognition and
Retention Plan and Trust ("Recognition Plan") of Acadiana Bancshares, Inc. (the
"Company") to vote, as designated below, all the shares of Common Stock of the
Company granted pursuant to the Recognition Plan to the undersigned as of March
20, 1998 at the Annual Meeting of Shareholders to be held in the Les Saisons
Room at A La Carte located at 301 Heymann Boulevard, Lafayette, Louisiana, on
Wednesday, April 29, 1998, at 2:00 p.m., Central Time, and any adjournment
thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2001: Kaliste J. Saloom,
Jr., Al W. Beacham, M.D. and James J. Montelaro.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - ---------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of
Castaing, Hussey & Lolan, L.L.P. as the Company's independent auditors for the
year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR Proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.
Dated: ____________________, 1998
-----------------------------------
Signature
IF YOU RETURN THIS CARD PROPERLY SIGNED BUT YOU DO NOT OTHERWISE SPECIFY,
SHARES WILL BE VOTED FOR THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR AND FOR
PROPOSAL 2. IF YOU DO NOT RETURN THIS CARD, YOUR SHARES WILL NOT BE VOTED.
<PAGE> 28
[LETTERHEAD]
March 27, 1998
To: Persons Granted Restricted Stock Under the Company's Recognition and
Retention Plan
As described in the attached materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Annual Meeting
of Shareholders of Acadiana Bancshares, Inc. (the "Company"). We hope you will
take advantage of the opportunity to direct the manner in which shares of
restricted Common Stock of the Company granted to you pursuant to the
Recognition and Retention Plan and Trust ("Recognition Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, and a voting instruction ballot, which will permit
you to vote the restricted shares granted to you. After you have reviewed the
Proxy Statement, we urge you to vote your restricted shares held pursuant to
the Recognition Plan by marking, dating, signing and returning the enclosed
voting instruction ballot to the administrators of the Recognition Plan. The
Plan Administrators will certify the totals to the Trustee of the Recognition
Plan for the purpose of having those shares voted by the Trustee.
We urge each of you to vote, as a means of participating in the
governance of the affairs of the Company. If your voting instructions for the
shares held in the Recognition Plan are not received, the shares will not be
voted. While I hope that you will vote in the manner recommended by the Board
of Directors, the most important thing is that you vote in whatever manner you
deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares
which have been granted to you under the Recognition Plan. You will receive
other voting material for those shares owned by you individually and not under
the Recognition Plan.
Sincerely,
Jerry Reaux
President and Chief Executive Officer
<PAGE> 29
[LETTERHEAD]
March 27, 1998
To: Participants in the 401(k) Profit Sharing Plan
As described in the attached materials, your proxy as a stockholder of
Acadiana Bancshares, Inc. (the "Company") is being solicited in connection with
the proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of Common Stock of the Company allocated to your account
under the 401(k) Profit Sharing Plan (the "401(k) Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, a voting instruction ballot, which will permit you to
vote the shares allocated to your account, and a return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held
pursuant to the 401(k) Plan by marking, dating, signing and returning the
enclosed voting instruction ballot to the plan administrators in the
accompanying envelope.
We urge each of you to vote, as a means of participating in the
governance of the affairs of the Company. If your voting instructions for the
401(k) Plan are not received, the shares allocated to your account pursuant to
this plan will not be voted. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you
vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares
which have been allocated to your account under the 401(k) Plan. You will
receive other voting material for those shares owned by you individually and
not under the 401(k) Plan.
Sincerely,
Jerry Reaux
President and Chief Executive Officer
<PAGE> 30
401(k) PLAN VOTING INSTRUCTION BALLOT
ACADIANA BANCSHARES, INC.
The undersigned hereby instructs the Trustee of the 401(k) Profit
Sharing Plan (the "401(k) Plan") of Acadiana Bancshares, Inc. (the "Company")
to vote, as designated below, all the shares of Common Stock of the Company
allocated to my account pursuant to the 401(k) Plan as of March 20, 1998 at the
Annual Meeting of Stockholders to be held in the Les Saisons Room at A La Carte
located at 301 Heymann Boulevard, Lafayette, Louisiana, on Wednesday, April 29,
1998, at 2:00 p.m., Central Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term expiring in 2001: Kaliste J. Saloom,
Jr., Al W. Beacham, M.D. and James J. Montelaro.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - ---------------------------
2. PROPOSAL 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, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR proposal 2. Such votes are hereby solicited by
the Company's Board of Directors.
Dated: ____________________, 1998
------------------------------------------
Signature
IF YOU RETURN THIS CARD PROPERLY SIGNED BUT YOU DO NOT OTHERWISE SPECIFY,
SHARES WILL BE VOTED FOR THE BOARD OF DIRECTOR'S NOMINEES FOR DIRECTOR AND FOR
PROPOSAL 2. IF YOU DO NOT RETURN THIS CARD, YOUR SHARES WILL BE VOTED BY THE
TRUSTEES IN THE SAME PROPORTION AS ALL ALLOCATED SHARES UNDER THE 401(k) PLAN
ARE VOTED.
