<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. _____)
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
Acadiana Bancshares, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<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. LETTERHEAD]
March 31, 1999
Dear Stockholder:
You are cordially invited to attend the 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 28, 1999 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.
On behalf of the Board of Directors and all of the employees of Acadiana
Bancshares, Inc., I thank you for your continued interest and support.
Sincerely,
/s/ Jerry Reaux
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 28, 1999
-----------------
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 A La Carte located at 301 Heymann Boulevard, Lafayette,
Louisiana, on Wednesday, April 28, 1999 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 2002,
and until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Castaing,
Hussey, Lolan & Dauterive, L.L.P. as the Company's independent
auditors for the fiscal year ending December 31, 1999; 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 19, 1999 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
March 31, 1999
- - --------------------------------------------------------------------------------
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 28, 1999
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 28, 1999 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 31, 1999.
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 & Dauterive, L.L.P.
for fiscal 1999, 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 19, 1999
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,741,192 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. The three persons who receive the
greatest number of votes of the holders of Common Stock represented in person or
by proxy at the Annual Meeting will be elected directors of the Company. The
affirmative vote of a majority of the total votes present in person and by proxy
is required to ratify the appointment of the independent auditors. Abstentions
are considered in determining the presence of a quorum and will not affect the
plurality vote required for the election of directors. Because of the vote
required to ratify the appointment of independent auditors, however, abstentions
will have the effect of a vote against the proposal. Under rules of the New York
Stock Exchange, the proposals for consideration at the Annual Meeting are
considered "discretionary" items upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions. Thus, there are no proposals to be considered at the Annual
Meeting which are considered "non-discretionary" and for which there will be
"broker non-votes."
<PAGE> 5
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 2002, 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.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- - --------------------- ------------ ---------------------------------------------------------- -----------------
<S> <C> <C> <C>
William H. Mouton 90 Attorney in private practice in Lafayette, Louisiana; Mr. 1949
Mouton is semi-retired.
Jerry Reaux 38 President and Chief Executive Officer of the Company 1995
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 59 Senior Vice President, Business Development Manager 1997
of the 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.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
(Footnotes on the following page)
- 2 -
<PAGE> 6
DIRECTORS WHOSE TERMS ARE CONTINUING
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 79 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. 68 Managing Partner of Don J. O'Rourke & Associates, LTD., 1965
an architectural and professional engineering firm located
in Lafayette, Louisiana.
Thomas S. Ortego 39 Self-employed accountant in Lafayette, Louisiana. 1997
</TABLE>
DIRECTORS WITH A TERM 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. 80 Of Counsel with the law firm of Saloom & Saloom in 1971
Lafayette, Louisiana; Previously, city judge in Lafayette,
Louisiana, from February 1953 to August 1993.
Al W. Beacham, M.D. 65 In private practice as a physician in Lafayette, 1978
Louisiana.
James J. Montelaro 59 Executive Vice President, Mortgage Banking Manager 1995
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>
- - -------------------
(1) As of March 19, 1999.
(2) Includes service as a director of the Savings Bank.
SHAREHOLDER NOMINATIONS
Article 6, Section F ("Article 6.F.") of the Company's Articles of
Incorporation ("Articles") governs nominations of candidates for election as
director of any annual meeting of stockholders and provides that such
nominations, other than those made by the Board, may be made by any stockholder
entitled to vote at such annual meeting provided such nomination is made in
accordance with the procedures set forth in Article 6.F., which is summarized
below.
Nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the Company not later
than 90 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company. Such stockholder's notice shall set
- 3 -
<PAGE> 7
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of Company stock which are Beneficially Owned (as defined in
Article 9.A.(e) of the Articles) by such person on the date of such stockholder
notice, and (iv) any other information relating to such person that is required
to be disclosed in solicitations of proxies with respect to nominees for
election as directors, pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), including, but not limited to,
information required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A; and
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the Company's books, of such stockholder and any other stockholders
known by such stockholder to be supporting such nominees, and (ii) the class and
number of shares of Company stock which are Beneficially Owned by such
stockholder on the date of such stockholder notice and, to the extent known, by
any other stockholders known by such stockholder to be supporting such nominees
on the date of such stockholder notice. At the request of the Board of
Directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting shall furnish to the Secretary of
the Company that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.
The Board of Directors or a designated committee thereof may reject any
nomination by a stockholder not made in accordance with the requirements of
Article 6.F. Notwithstanding the foregoing procedures, if neither the Board of
Directors nor such committee makes a determination as to the validity of any
nominations by a stockholder, the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the nomination was made in
accordance with the terms of Article 6.F.
DIRECTOR NOMINATIONS; COMMITTEES AND MEETINGS OF THE BOARD OF THE SAVINGS BANK
AND COMPANY
The Board of Directors of the Company has established an Audit Committee
and Executive Committee. Nominations for director of the Company are made by the
full Board of Directors of the Company. During the fiscal year ended December
31, 1998, the Board of Directors of the Company met ten times. No director of
the Company attended fewer than 75% of the total number of Board meetings except
Al W. Beacham, M.D. and William H. Mouton who attended 60% of the meetings and
John H. DeJean who attended 70% of the meetings.
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 once during fiscal 1998. 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, Reaux and, after September 1998, Mr. DeJean. The Executive
Committee reviews the implementation of the Company's strategic plan and
management recommendations regarding Company operations. The Executive Committee
did not meet during fiscal year 1998.
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 Bank's Internal Auditor
and is responsible for reviewing the performance, and overseeing the engagement,
of the Bank's independent certified public accountants. The Audit Committee met
four times during fiscal 1998. No member of the Audit Committee is a current or
former employee of the Bank.
EXECUTIVE COMMITTEE. The Executive Committee consists of Messrs.
Gankendorff, Mouton, Reaux and, after September 1998, Mr. DeJean. The Executive
Committee reviews the implementation of the Bank's strategic plan and management
recommendations regarding Bank operations. The Executive Committee met nine
times during fiscal 1998.
- 4 -
<PAGE> 8
HUMAN RESOURCES COMMITTEE. The Human Resources Committee consists of
Messrs. Beacham, Mouton and O'Rourke. The Human Resources Committee reviews the
compensation of the Bank's executive officers. The Human Resources Committees
met five times during fiscal 1998. No member of the Human Resources Committee is
a current or former employee of the Bank.
FINANCE COMMITTEE. The Finance Committee consists of Messrs. Beacham,
Montelaro, O'Rourke and Ortego. The Finance Committee manages interest rate
risk, reviews investment securities and develop strategies for balance
sheet management. The Finance Committee met four times during fiscal 1998.
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.
<TABLE>
<CAPTION>
Name Age(1) Principal Occupation During the Past Five Years
- - --------------------------- ---------- -------------------------------------------------------------------
<S> <C> <C>
Gregory E. King 43 Mr. King currently serves as Executive Vice President and Chief
Operating Officer of the Company and the Bank. From March 1997
through December 1998, Mr. King was Vice President, Auditor and
Compliance Officer. Prior to joining the Bank in 1997, Mr. King
was a National Bank Examiner with the Office of the Comptroller of
the Currency.
Mary Anne Bertrand 41 Ms. Bertrand currently serves as Senior Vice President, Retail Banking
Manager since December 1998. Previously Ms. Bertrand served as Vice
President, Retail Banking Manager since 1996 and before then 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.
A. Wayne Bares 38 Mr. Bares was employed by the Savings Bank as Senior Vice President
and Commercial Lending Manager in November 1998. Prior thereto,
Mr. Bares was Vice President of Midsouth National Bank, Lafayette,
Louisiana.
Emile E. Soulier, III 48 Mr. Soulier has served as Vice President and Chief Financial Officer of
the Savings Bank since July 1994 and of the Company since July 1996.
Previously, Mr. Soulier was a Financial Analyst, Auditor and
Compliance Officer of the Savings Bank.
Thomas F. Debaillon 45 Mr. Debaillon currently serves as Vice President, Operations and Human
Resources of the Savings Bank and the Company. Previously, Mr.
Debaillon has served in various positions in Operations and Human
Resources at LBA Savings.
</TABLE>
- - -------------------
(1) As of March 19, 1999.
- 5 -
<PAGE> 9
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 as a group.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned as of
March 19, 1999(1)
---------------------------------------------------
Name of Beneficial Owner Amount Percentage
- - --------------------------------------------- ------------------------------ -------------------
<S> <C> <C>
Acadiana Bancshares, Inc. 217,563(2) 11.95%
Employee Stock Ownership Plan Trust
101 West Vermilion Street
Lafayette, Louisiana 70501
FMR Corp. 150,900(3) 7.36
82 Devonshire Street
Boston, Massachusetts 02109
Thomson Horstmann & Bryant 181,700(4) 9.84
Park 80 West Plaza Two
Saddle Brook, New Jersey 07663
Directors:
Al W. Beacham, M.D. 17,477(2)(5) 1.00
John H. DeJean 7,100(6) *
Lawrence Gankendorff 24,357(7) 1.40
James J. Montelaro 64,839(8) 3.72
William H. Mouton 15,091(2)(9) *
Jerry Reaux 68,870(10) 3.96
Don J. O'Rourke, Sr. 14,424(11) *
Thomas S. Ortego 11,170(12) *
Kaliste J. Saloom, Jr. 21,098(2)(13) 1.21
All directors and executive officers of the 290,893 16.71
Company as a group (14 persons)
</TABLE>
- - ----------------
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the 1934 Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the 1934 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.
(Footnotes continue on following page)
- 6 -
<PAGE> 10
(Footnotes continued from previous page)
- - ----------------
(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 December 31, 1998, 54,730 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 10, 1999. FMR
Corp. ("FMR") is the parent holding company of Fidelity Management &
Research Company ("Fidelity"), an investment advisor. Fidelity is the
beneficial owner of 150,900 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 150,900 of
such shares. Edward C. Johnson 3d, FMR and certain mutual funds (the
"Funds") each have sole dispositive power over these 150,900 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.
(4) Information obtained from Schedule 13G, dated January 29, 1999, with
respect to shares of Common Stock owned by Thomson Horstmann & Bryant, a
Delaware corporation ("Thomson"). Thomson reports sole voting power and
sole dispositive power with respect to 181,700 shares of Common Stock.
(5) Includes 2,766 shares held by Dr. Beacham in his 401(k) profit sharing
plan, 3,277 shares held in the Recognition and Retention Plan Trust (the
"RRP Trust") 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.
(6) Includes 2,500 shares held in the RRP Trust which may be voted by Mr.
DeJean.
(7) Includes 898 shares held by Mr. Gankendorff in the Savings Bank's 401(k)
Plan (the "401(k) Plan"), 1,654 shares which have been allocated to Mr.
Gankendorff's account in the ESOP, 4,916 shares held in the RRP Trust
which may be voted by him, and 8,194 shares which may be acquired upon
the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(8) Includes 3,495 shares held by Mr. Montelaro in the 401(k) Plan, 2,852
shares which have been allocated to Mr. Montelaro's account in the ESOP,
6,555 shares held in the RRP Trust which may be voted by him, and 10,925
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)
- 7 -
<PAGE> 11
(Footnotes continued from previous page)
- - ----------------
(9) Includes 3,277 shares held in the RRP Trust which may be voted by Mr.
Mouton, and 5,462 shares which may be acquired upon the exercise of stock
options exercisable within sixty (60) days of the Voting Record Date.
(10) Includes 750 shares held by Mr. Reaux's spouse in her Individual
Retirement Account, 1,565 shares held in the 401(k) Plan, 3,665 shares
which have been allocated to Mr. Reaux's account in the ESOP, 14,421
shares held in the RRP Trust which may be voted by him, and 27,312 shares
which may be acquired upon the exercise of stock options exercisable
within sixty (60) days of the Voting Record Date.
(11) Includes 3,277 shares held in the RRP Trust which may be voted by Mr.
O'Rourke, and 5,462 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, 3,277 shares held in
the RRP Trust 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.
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 years ended December 31, 1998, 1997 and 1996 to the
President and Chief Executive Officer and the only executive officer of the
Company, and its subsidiaries, whose total annual compensation during fiscal
1998 exceeded $100,000 (the "named executive officers").
<TABLE>
<CAPTION>
===================================================================================================================================
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------------
Other Annual
Name and Year Salary(1) Bonus Compensation(2) Awards Payouts
Principal Position ------------------------------------------
Restricted Securities LTIP All Other
Stock(3) Underlying Payouts Compensation
Options
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerry Reaux 1998 $155,768 $ 9,072 - $ - - - $24,500(6)
President and Chief 1997 144,600 10,800 - 372,543(4) 68,281 - 35,834(6)
Executive Officer 1996 139,500 10,800 - - - - 11,022(6)
- - ----------------------------------------------------------------------------------------------------------------------------------
James J. Montelaro 1998 $109,694 $6,193 - $ - - - $21,560(7)
Executive Vice President 1997 103,400 7,367 - 169,338(5) 27,312 - 25,900(7)
1996 102,200 7,367 - - - - 7,750(7)
==================================================================================================================================
</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, 1998 did
not exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(Footnotes continue on following page)
- 8 -
<PAGE> 12
(Footnotes continued from previous page)
- - ----------------
(3) Reflects the value of shares of restricted stock granted pursuant to the
Recognition and Retention Plan (the "RRP"). Such restricted stock vests
over five years, 20% per year from the date of the grant. Dividends paid
on the restricted Common Stock are held in the RRP Trust and paid to the
recipient when the restricted stock is earned.
(4) Represents the grant of 24,035 shares of restricted Common Stock in 1997
pursuant to the RRP. Mr. Reaux had aggregate holdings of 19,228 at
December 31, 1998 which had a fair market value of $336,490.
(5) Represents the grant of 10,925 shares of restricted Common Stock in 1997
pursuant to the RRP, which had a fair market value of $191,187 at
December 31, 1998.
(6) Represents the fair market value of 1,400 shares of Common Stock on
December 31, 1998 ($17.5), 1,533 shares on December 31, 1997 ($23.375)
and 741 shares on December 31, 1996 ($14.875) allocated to Mr. Reaux's
ESOP account, respectively.
(7) Represents the fair market value of 1,232 shares of Common Stock on
December 31, 1998 ($17.5), 1,108 shares on December 31, 1997 ($23.375)
and 521 shares on December 31, 1996 ($14.875) allocated to Mr.
Montelaro's ESOP account, respectively.
COMPENSATION OF DIRECTORS
Each director of the Savings Bank received a fee of $1,000 per meeting
and $250.00 for Holding Company Board Meetings. Members of the Board of
Directors are paid $100.00 for Executive and Loan Committee Meetings and $250.00
for Audit, Finance and Human Resource Committee Meetings, only if attended.
STOCK OPTIONS
The Company did not grant any stock options to the named executive
officers during 1998.
The following table sets forth information concerning the value of stock
options held at December 31, 1998 by the named executive officers. Such officers
did not exercise any options during 1998.
<TABLE>
<CAPTION>
==========================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
- - --------------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Shares Unexercised In-The-Money
Acquired On Value Options At Options At
Name Exercise Realized Fiscal Year-End Fiscal Year-End(1)
----------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Reaux - - 13,656 54,625 $27,312 $109,250
- - --------------------------------------------------------------------------------------------------------------------------
James J. Montelaro - - 5,462 21,850 $10,924 $43,700
==========================================================================================================================
</TABLE>
- - ------------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options at December 31, 1998 ($17.5) and
the exercise price of the options.
- 9 -
<PAGE> 13
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 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 Employers have also entered into severance agreements with Ms.
Bertrand and Messrs. Bares, Gankendorff, King, Montelaro, 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.
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 19, 1999, 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 1998. Director
Saloom is of counsel to the law firm of Saloom & Saloom, which law firm provided
certain legal services to the Savings Bank in 1998. Director O'Rourke is
President of Don J. O'Rourke & Associates, Ltd., a professional architectural
corporation which provides architectural services to the Savings Bank.
- 10 -
<PAGE> 14
COMPLIANCE WITH SECTION 16(a) OF THE 1934 ACT
Section 16(a) of 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, 1998, the Company's officers and
directors complied in all respects with the reporting requirements promulgated
under Section 16(a) of the 1934 Act, except for Al W. Beacham, M.D., Lawrence
Gankendorff, James J. Montelaro, William H. Mouton, Jerry Reaux, Don J.
O'Rourke, Sr., Kaliste J. Saloom, Jr., Mary Anne Bertrand, Thomas F. Debaillon
and Emile E. Soulier, III who were late in filing a Form 5.
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 1998 fiscal year, the members of the Committee met five
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 uses outside
consultants, market studies and published compensation data as a resource in
establishing a competitive compensation program.
During 1998, the Committee approved grants of stock options and
restricted stock grants under the Company's Stock Option Plan and Recognition
and Retention Plan and Trust to directors and senior management personnel. The
Committee considers 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, efficiency
ratios, growth, successful stock repurchase plan, satisfactory regulatory
examinations, and market value of the Company. The Committee also approved a
new, broad-based incentive bonus plan which is based on, among other factors,
the earnings per share and 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 performance driven and
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 while aligning the interests of those executives with the long-term
interests of the Company's shareholders.
Al W. Beacham, M.D.
William H. Mouton
Don J. O'Rourke, Sr.
- 11 -
<PAGE> 15
PERFORMANCE GRAPH
The following graph demonstrates comparison of 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, 1998.
[THE PERFORMANCE GRAPH DEPICTS THE FOLLOWING:]
<TABLE>
<CAPTION>
PERIOD ENDING
-------------------------------------------------------------------------
INDEX 7/16/96 12/31/96 6/30/97 12/31/97 6/30/98 12/31/98
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Acadiana Bancshares, Inc. 100.00 124.71 167.68 199.54 193.98 152.77
S&P 500 100.00 119.00 143.52 158.71 186.83 204.07
SNL $250M-$500M Thrift Index 100.00 120.49 146.09 204.17 204.73 177.24
SNL <$500M Bank Asset-Size Index 100.00 117.98 146.44 201.12 215.31 183.64
</TABLE>
- 12 -
<PAGE> 16
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Castaing, Hussey,
Lolan & Dauterive, L.L.P., independent certified public accountants, to perform
the audit of the Company's financial statements for the year ending December 31,
1999, 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 & Dauterive,
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 & Dauterive, 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 & DAUTERIVE, L.L.P. AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
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 2000, 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, 1999. 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, which provides that the stockholder must give timely notice thereof in
writing to the Secretary of the Company. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Company's books,
of the stockholder proposing such business and, to the extent known, any other
stockholders known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the Company's capital stock which are beneficially
owned by the stockholder on the date of such stockholder notice and, to the
extent known, by any other stockholders known by such stockholder to be
supporting such proposal on the date of such stockholder notice, and (d) any
financial interest of the stockholder in such proposal (other than interests
which all stockholders would have). To be timely with respect to the annual
meeting of stockholders scheduled to be held in April 2000, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of the Company no later than January 29, 2000.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1998 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 1998 required to be filed with the Commission under the 1934 Act.
Such written requests should be directed to Donna H. Domec, Secretary, Acadiana
Bancshares, Inc., 101 West Vermilion Street, Lafayette, Louisiana 70501. The
Form 10-K is not part of the proxy solicitation materials.
- 13 -
<PAGE> 17
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
Lafayette, Louisiana
March 31, 1999
- 14 -
<PAGE> 18
REVOCABLE PROXY FORM OF PROXY
ACADIANA BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999
The undersigned, being a stockholder of Acadiana Bancshares, Inc.
("Company") as of March 19, 1999, 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 28, 1999 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
[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPT
Nominees for a three-year term expiring in 2002: William H. Mouton, Jerry Reaux
and John H. DeJean
Note: 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.
- - ----------------------------------
2. PROPOSAL to ratify the appointment by the Board of Directors of Castaing,
Hussey, Lolan & Dauterive, L.L.P. as the Company's independent auditors
for the fiscal year ending December 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED ON REVERSE SIDE)
- 15 -
<PAGE> 19
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.
Date
------------------------
---------------------- -----------------------------
Stockholder sign above Co-holder (if any) sign above
- - --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
ACADIANA BANCSHARES, INC.
- - --------------------------------------------------------------------------------
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. WHEN
SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. WHEN SHARES ARE HELD
JOINTLY, ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- - --------------------------------------------------------------------------------
