SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ALGIERS BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
<PAGE>
ALGIERS BANCORP, INC.
# 1 Westbank Expressway
New Orleans, Louisiana 70114
(504) 367 - 8221
April 7, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders of Algiers Bancorp, Inc. The meeting will be held at the Main
Office located at # 1 Westbank Expressway, New Orleans, Louisiana 70114, on
Wednesday, April 29, 1998 at 10:00 A.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 Algiers Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/Hugh E. Humphrey, Jr.
------------------------
Hugh E. Humphrey, Jr., Chairman of the Board,
President and Chief Executive Officer
<PAGE>
ALGIERS BANCORP, INC.
# 1 Westbank Expressway
New Orleans, Louisiana 70114
(504) 367 - 8222
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 Algiers Bancorp, Inc. (the "Company") will be held at the Company's
Main Office located at # 1 Westbank Expressway, New Orleans, Louisiana 70114 at
10:00 A.M. Central Time, for the following purposes, all of which are more
completely set forth in the accompanying Proxy Statement:
(1) To elect two directors for a term of three years or until
their successors have been elected and qualified;
(2) To ratify the appointment of LaPorte, Sehrt, Romig & Hand,
Certified Public Accountants, 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. Except with respect to
procedural matters incident to the conduct of the meeting,
management is not aware of any other such business.
Stockholders of record of the Company as of the close of business on
March 31, 1998 are entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Hugh E. Humphrey, Jr., Chairman of the Board,
President and Chief Executive Officer
New Orleans, Louisiana
April 7, 1998
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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.
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<PAGE>
ALGIERS BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 29, 1998
This Proxy Statement is furnished to holders of common stock, par value
$.01 per share ("Common Stock"), of Algiers Bancorp, Inc. (the "Company"), which
acquired all of the common stock of Algiers Homestead Association (the
"Association") issued in connection with the conversion of the Association from
a Louisiana-chartered mutual savings association to a Louisiana-chartered stock
savings association in July 1996 (the "Conversion").
Proxies are being solicited on behalf of the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Company's Main Office located at # 1 Westbank Expressway, New
Orleans, Louisiana 70114 on Wednesday, April 29, 1998 at 10:00 A.M., Central
Time, and at any adjournment thereof for the purposes set forth in the Notice of
Annual Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about April 7, 1998.
Each 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 each of the matters described herein 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 (Hugh E. Humphrey, III, Secretary, Algiers Bancorp, 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 AND REQUIRED VOTES
Only stockholders of record at the close of business on March 31, 1998
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 607,124 shares of Common Stock issued and
outstanding, and the Company had no other class of equity securities
outstanding. Each share of Common Stock outstanding is entitled to one vote at
the Annual Meeting on each matter properly presented at the Annual Meeting,
except that shares owned by Tontine Financial Partners, L.P. and Tontine
Overseas Associates, L.L.C. in excess of 10% of the outstanding Common Stock
cannot be voted at the Annual Meeting. See "Beneficial Ownership of Common Stock
by Certain Beneficial Owners and Management."
<PAGE>
Directors are elected by a plurality of the votes cast with a quorum
present. A quorum consists of stockholders representing, either in person or by
proxy, a majority of the outstanding Common Stock entitled to vote at the
meeting. Abstentions are considered in determining the presence of a quorum but
will not affect the plurality vote required for the election of directors. The
affirmative vote of the holders of a majority of the total votes present in
person or by proxy is required to ratify the appointment of the independent
auditors. Because of the required vote, abstentions will have the effect of a
vote against this proposal. Under rules applicable to broker-dealers, the
proposals regarding the election of directors and the ratification of the
auditors 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. As a result, there will not be any "broker
non-votes" on the two proposals.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that the Board of Directors
shall consist of five members. The Articles of Incorporation of the Company
require that the Board of Directors shall be divided into three classes as
nearly equal in number as possible. The members of each class are to be elected
for a term of three years or until their successors are elected and qualified.
One class of directors is to be elected annually. There are no arrangements or
understandings between the Company and any person pursuant to which such person
has been elected a director, and no director or nominees for director is related
to any other director, nominees for director or executive officer of the Company
by blood, marriage or adoption, except that Hugh E. Humphrey, Jr. is the father
of Hugh E. Humphrey, III.
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 nominees recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why either of the nominees
listed below may not be able to serve as a director if elected.
<PAGE>
<TABLE>
<CAPTION>
Position with the Company and the
Association and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- ---- ------ -------------------------- --------
<S> <C> <C> <C>
Nominees for a Three-Year Term Expiring in 2001
Thu Dang 54 Director; Self-employed realtor with Real Estate 1991
Showcase in New Orleans, Louisiana since 1978 and
owner of Marco Polo Travel, Inc. in Gretna,
Louisiana since 1994.
John H. Gary, III 40 Director; President of Gary Enterprises, Inc., a 1991
convention promoter in New Orleans, Louisiana since
1988.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE ABOVE
NOMINEES FOR DIRECTOR.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Director Whose Term Expires in 1999
Hugh E. Humphrey, III 46 Director; Secretary and Treasurer of the Company 1984
since 1996 and of the Association since 1984; also
the compliance officer and loan officer of the
Association since 1990.
Directors Whose Terms Expire in 2000
Hugh E. Humphrey, Jr. 72 Chairman of the Board, President and Chief 1963
Executive Officer of the Company since 1996,
President of the Association since 1969 and Chief
Executive Officer of the Association since 1984.
Thomas M. Arnold, Sr. 54 Director, Assessor, Orleans Parish, Louisiana 1997
</TABLE>
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(1) As of December 31, 1997.
(2) Includes service as a director of the Association.
Stockholder Nominations
Article 6.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made in compliance with
the notice provisions in that section. Stockholder nominations must be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Company not later than 60 days prior to
the anniversary date of the immediately preceding annual meeting. The Articles
of Incorporation set forth specific requirements with respect to stockholder
nominations.
<PAGE>
Board Meetings and Committees
The Company was incorporated in February 1996, and the Board of Directors
of the Company met 11 times during the year ended December 31, 1996. Directors
of the Company receive no fees from the Company for attending Board of Directors
meetings or committee meetings. The Board of Directors has a standing audit
committee as described below. The Board of Directors of the Company does not
have a compensation committee. No director of the Company attended fewer than
75% of the aggregate number of meetings of the Board of Directors held during
1997 and the total number of meetings held by all committees of the Board on
which he served during the year.
The Audit Committee reviews (i) the independent auditors' reports and
results of their examination, subject to review by and with the entire Board of
Directors, (ii) the internal audit function, which is under the control of and
reports directly to the Audit Committee, and (iii) the examination reports of
the federal banking agencies and other regulatory reports, subject to review by
and with the entire Board of Directors. Currently, Messrs. Dang, Gary and Arnold
are members. The Audit Committee met four times during the year ended December
31, 1997.
The full Board of Directors of the Company serves as the Nominating
Committee and met once during 1997 in such capacity. Although the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders of the Company. Article 6.F
of the Company's Articles of Incorporation provides certain procedures which
stockholders must follow in making director nominations. If such stockholder
nominations are properly made, ballots will be provided at the Annual Meeting
bearing the name of a stockholder's nominee or nominees.
Regular meetings of the Board of Directors of the Association are held on
at least a monthly basis and special meetings of the Board of Directors are held
from time-to-time as needed. There were 12 meetings of the Board of Directors
held during the year ended December 31, 1997. No director attended fewer than
75% of the total number of meetings of the Board of Directors of the Association
during 1997 and the total number of meetings held by all committees of the Board
on which the director served during such year. During the year ended December
31, 1997, each member of the Board of Directors of the Association (other than
Messrs. Humphrey, Jr. and Humphrey, III) was paid $300 per Board meeting (the
full amount is paid for excused absences). For committee meetings, non-employee
directors receive $30 per meeting. Directors who are also officers do not
receive any fees for Board or committee meetings.
The Board of Directors of the Association has established an Audit
Committee. The Board of Directors does not have a separate Nominating Committee
or Compensation Committee.
The Audit Committee reviews (i) the independent auditors' reports and
results of their examination, subject to review by and with the entire Board of
Directors, (ii) the internal audit function, which is under the control of and
reports directly to the Audit Committee, and (iii) the examination reports of
the federal banking agencies and other regulatory reports, subject to review by
and with the entire Board of Directors. During 1997, the members of the Audit
Committee consisted of Messrs. Dang, Gary and Arnold. The Audit Committee met
four times during the year ended December 31, 1997.
<PAGE>
Executive Officers Who Are Not Directors
The following table sets forth certain information with respect to
executive officers of the Company who are not directors. There are no
arrangements or understandings between the Company and such persons pursuant to
which such persons were elected as executive officers of the Company, and such
officers are not related to any director or executive officer of the Company by
blood, marriage or adoption.
<TABLE>
<CAPTION>
Name Age(1) Principal Occupations During the Past Five Years
- ---- ------ --------------------- --------------------------
<S> <C> <C>
Dennis J. McCluer 53 Vice President and Chief Operating Officer of the Company
since 1996 and of the Association since 1990.
Francis M. Minor, Jr. 54 Chief Financial Officer of the Company and of the
Association since 1997. Field Accountant - Gibbs
Construction Co. Sales - Delta Power. Self employed.
</TABLE>
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(1) As of December 31, 1997.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 19, 1998, certain information
as to the Common Stock beneficially owned by (i) each person or entity,
including any "group" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended ("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, and (iii) all directors and
executive officers of the Company and the Association as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
March 19, 1998(1)
-----------------
Name of Beneficial Owner Amount %
- ------------------------ ------ -
<S> <C> <C>
Algiers Bancorp, Inc. 51,842(2) 8.54%
Employee Stock Ownership Plan Trust
# 1 Westbank Expressway
New Orleans, Louisiana 70114
Jerome H. and Susan B. Davis 60,200(3) 9.92%
11 Baldwin Farms North
Greenwich, Connecticut 06831
Tontaine Financial Partners, L.P. 60,900(4) 10.03%
Tontaine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, NY 10166
Directors:
Hugh E. Humphrey, Jr. 25,755(5) 4.24%
Thomas M. Arnold, Sr. 100 *
Thu Dang 2,500(3) *
John H. Gary, III 15,000(3) 2.47%
Hugh E. Humphrey, III 5,003(6) *
All directors and executive officers of the Company
and the Association as a group (7 persons) 58,061(2) 9.56%
</TABLE>
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* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the 1934 Act and other information
known to the Company. For purposes of this table, pursuant to rules
promulgated under the 1934 Act , an individual is considered to
beneficially own shares of Common Stock if he 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 direct the disposition of the shares. Unless otherwise
indicated, an individual has sole voting power and sole investment power
with respect to the indicated shares.
(Footnotes continued on following page)
<PAGE>
(2) The Algiers Bancorp, Inc. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the Algiers Bancorp, Inc. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Messrs.
Humphrey, III, Dang and McCluer, who act as trustees of the plan
("Trustees"). As of the Voting Record Date, 43,296 shares of Common Stock
held in the Trust were unallocated and 8,546 shares had been allocated to
the accounts of participating employees. Under the terms of the ESOP, the
Trustees must vote the allocated shares held in the ESOP in accordance
with the instructions of the participating employees. Unallocated shares
held in the ESOP will be voted by the ESOP Trustees in the same
proportion for and against proposals to stockholders as the ESOP
participants and beneficiaries actually vote shares of Common Stock
allocated to their individual accounts. Any allocated shares which either
abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each proposal
by the participants and beneficiaries. The amount of Common Stock
beneficially owned by directors and executive officers 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, except for the
shares actually allocated to the accounts of the executive officers.
(3) The shares are owned jointly with the person's spouse.
(4) Of the shares shown, 38,200 shares or 6.29% are owned of record by Tontine
Financial Partners, L.P. ("TFP"), and 22,700 shares or 3.74% are
beneficially owned by Tontine Overseas Associates, L.L.C. ("TOA"). TFP is
a Delaware limited partnership, and Tontine Management, L.L.C. ("TM") is a
Delaware limited liability company and a partner of TFP. TOA is a Delaware
limited liability company which serves as investment manager to TFP
Overseas Fund, Ltd. ("TFPO"), a Cayman Islands company, which directly
owns the 22,700 shares attributable to TOA. Jeffrey L. Gendell is the
Managing Member of both TM and TOA. The business address of TFP, TOA, TM
and Mr. Gendell is the address shown in the table, while the address of
TFPO was not disclosed. If these entities continue to own more than 10% of
the outstanding Common Stock on the Voting Record Date, the excess shares
will not be able to be voted.
(5) Includes 9,335 shares held by Mr. Humphrey's spouse, which shares may be
deemed to be beneficially owned by Mr. Humphrey, and 1,420 shares
allocated to Mr. Humphrey's account in the Company's ESOP.
(6) Includes 887 shares held by Mr. Humphrey's IRA, 1,000 shares for which Mr.
Humphrey is the trustee for his minor daughter and 1,116 shares allocated
to Mr. Humphrey's account in the Company's ESOP.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") by specific dates. Based on
representations of its directors and officers and copies of the reports that
they have filed with the Commission , the Company believes that all of these
filing requirements were satisfied by the Company's directors and officers in
the year ended December 31, 1997, except for Mr. Minor and Mr. Arnold who
inadvertently failed to file the initial report when they became associated with
the Company.
EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth the compensation paid by the Association
for services rendered in all capacities during the periods indicated to the
President and Chief Executive Officer of the Association.
<TABLE>
<CAPTION>
Name and Principal Annual Compensation All Other
Position Year Salary(1) Bonus Other(2) Compensation
-------- ---- --------- ----- -------- ------------
<S> <C> <C> <C> <C> <C>
Hugh E. Humphrey, Jr., Chairman of 1997 $53,760 - $ -- $13,790(2)
the Board, President and 1996 52,260 2,090 -- 6,070(2)
Chief Executive Officer
</TABLE>
- ------------------
(1) Annual compensation does not include amounts attributable to other
miscellaneous benefits received by Mr. Humphrey. The costs to the Association of
providing such benefits did not exceed 10% of the total salary and bonus paid to
or accrued for the benefit of such executive officer.
(2) Represents the value of the 985 and 435 shares allocated to Mr. Humphrey's
account under the ESOP for the years ending December 31, 1997 and 1996,
respectively.
Employment Agreements
The Company and the Association (collectively, the "Employers") entered
into an employment agreement with Mr. Humphrey in connection with the
Conversion. The Employers have agreed to employ Mr. Humphrey for a term of three
years in his current position at an initial salary of $53,760. At least 30 days
prior to each annual anniversary date of the employment agreement, the Boards of
Directors of the Company and the Association shall determine whether or not to
extend the term of the agreement for an additional one year. Any party may elect
not to extend the agreement for an additional year by providing written notice
at least 30 days prior to any annual anniversary date. Mr. Humphrey's agreement
has been extended to July 7, 2000.
The employment 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, retirement or death,
<PAGE>
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 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. Humphrey will be entitled to a cash severance amount
equal to three times his average annual compensation over his most recent five
taxable years. In addition, Mr. Humphrey will be entitled to a continuation of
benefits similar to those he is receiving at the time of such termination for
the remaining term of the agreement or until the officer 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 (i) the acquisition by any person of 25% or more of
the Company's outstanding voting securities and (ii) a change in a majority of
the directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.
The employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute a "parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code"), then such payments
and benefits received thereunder shall be reduced, in the manner determined by
the employee, by the amount, if any, which is the minimum necessary to result in
no portion of the payments and benefits being non-deductible by the Employers
for federal income tax purposes. Parachute payments generally are payments equal
to or exceeding three times the base amount, which is defined to mean the
recipient's average annual compensation from the employer includable in the
recipient's gross income during the most recent five taxable years ending before
the date on which a change in control of the employer occurred. Recipients of
parachute payments are subject to a 20% excise tax on the amount by which such
payments exceed the base amount, in addition to regular income taxes, and
payments in excess of the base amount are not deductible by the employer as
compensation expense for federal income tax purposes.
The Employers have also entered into similar employment agreements with
Messrs. McCluer and Humphrey, III, except that the agreement with Mr. Humphrey,
III only has a one-year term renewing annually. Although the employment
agreements could increase the cost of any acquisition of control of the Company,
management of the Company does not believe that the terms thereof would have a
significant anti-takeover effect.
Employee Stock Ownership Plan
The Company established the ESOP for employees of the Company and the
Association effective January 1, 1996. Full-time employees of the Company and
the Association who have been credited with at least 1,000 hours of service
during a twelve month period and who have attained age 18 are eligible to
participate in the ESOP.
<PAGE>
As part of the Conversion, in order to fund the purchase of up to 8% of
the Common Stock issued in the Conversion, the ESOP borrowed funds from the
Company in an amount equal to 100% of the aggregate purchase price of the Common
Stock acquired by the ESOP. The loan to the ESOP is being repaid principally
from the Company's and the Association's contributions to the ESOP over a period
of 10 years, and the collateral for the loan is the Common Stock purchased by
the ESOP. The loan to the ESOP bears a fixed interest rate of 8.25%. The Company
may, in any plan year, make additional discretionary contributions for the
benefit of plan participants in either cash or shares of Common Stock, which may
be acquired through the purchase of outstanding shares in the market or from
individual stockholders, upon the original issuance of additional shares by the
Company or upon the sale of treasury shares by the Company. Such purchases, if
made, would be funded through additional borrowings by the ESOP or additional
contributions from the Company. The timing, amount and manner of future
contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments are
made. Discretionary contributions to the ESOP and shares released from the
suspense account are allocated among participants on the basis of compensation.
Forfeitures are reallocated among remaining participating employees and may
reduce any amount the Company might otherwise have contributed to the ESOP.
Participants l vest in their right to receive their account balances within the
ESOP at the rate of 20% per year starting with the completion of one year of
service and are 100% vested upon the completion of five years of service. Credit
is given for years of service with the Association prior to adoption of the
ESOP. In the case of a "change in control," as defined, however, participants
will become immediately fully vested in their account balances. Benefits may be
payable upon retirement or separation from service. The Company's contributions
to the ESOP are not fixed, so benefits payable under the ESOP cannot be
estimated.
Messrs. Dang, Humphrey, III and McCluer serve as trustees of the ESOP.
Under the ESOP, the trustees must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees, and unallocated
shares will be voted in the same ratio on any matter as to those shares for
which instructions are given.
Generally accepted accounting principles ("GAAP") require that any third
party borrowing by the ESOP be reflected as a liability on the Company's
statement of financial condition. Since the ESOP is borrowing from the Company,
such obligation is not treated as a liability, but the amount of the borrowing
is deducted from stockholders' equity. If the ESOP purchases newly issued shares
from the Company, total stockholders' equity would neither increase nor
decrease, but per share stockholders' equity and per share net earnings would
decrease as the newly issued shares are allocated to the ESOP participants.
The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations of the Internal
Revenue Service and the Department of Labor thereunder.
Certain Transactions
Mr. Humphrey, Jr., the President and Chief Executive Officer of the
Association, and his wife own the Association's main office building and lease
the building to the Association. Prior to April 1, 1996, the lease was for a
<PAGE>
30-year term expiring in September 1997, and the rent was $33,000 per year,
subject to increase to $82,000 per year at the discretion of Mr. Humphrey, Jr.
Effective April 1, 1996, the Association entered into a new 10-year lease with
Mr. Humphrey, Jr. and his spouse, and the rent is $45,000 for the first five
years of the new lease. The rent will increase during the second five years of
the new lease at a rate equal to the rate of increase in the consumer price
index, but the rent will not decrease if the consumer price index decreases. The
new lease may be renewed at the Association's option for two additional 10-year
periods. Under both the old lease and the new lease, the Association pays all
taxes, insurance and maintenance costs.
Mr. Humphrey, Jr. is the father-in-law of Harold A. Buchler, Jr., a
partner in the law firm of Buchler & Buchler. During 1997, Buchler & Buchler
received an annual retainer of $12,000 from the Association, and approximately
$15,000 in connection with real estate loan closings. Most of the closing fees
were paid by the borrowers rather than the Association.
Management believes that the above transactions were on terms at least as
favorable to the Association as could be obtained from unaffiliated third
parties.
Indebtedness of Management
The Association, in the ordinary course of business, makes available to
its directors, officers and employees mortgage loans on their primary residences
and other types of loans. Such loans are made on the same terms as comparable
loans to other borrowers. It is the belief of management that these loans
neither involve more than the normal risk of collectibility nor present other
unfavorable features. At December 31, 1997, the Association's outstanding loans
to directors and executive officers of the Association, or members of their
immediate families, totaled approximately $85,000 or 1.2% of the Association's
total net worth at December 31, 1997.
The following table sets forth certain information with respect to each
current director or executive officer of the Association, or members of their
immediate families, whose aggregate indebtedness exceeded $60,000 during the
period indicated.
<TABLE>
<CAPTION>
Highest
Principal
Year Balance from Principal Interest
Nature of Loan 1/1/97 to Balance at Rate as of
Name and Position Indebtedness Made 12/31/97 12/31/97 12/31/97
----------------- ------------ ---- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Thomas L. Arnold, Real Estate Loan (1) 1997 $88,000 $84,558 8.00%
Director
</TABLE>
- -----------
(1) Secured by single family residence.
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed LaPorte, Sehrt,
Romig & Hand, independent certified public accountants, to perform the audit of
the Company's consolidated 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 LaPorte, Sehrt, Romig & Hand 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. LaPorte, Sehrt,
Romig and Hand will have one or more representatives at the Annual Meeting who
will have an opportunity to make a statement, if they so desire, and who will be
available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of LaPorte, Sehrt, Romig and Hand 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, #1 Westbank Expressway, New
Orleans, Louisiana 70114, Attention: Hugh E. Humphrey, III, Secretary, no later
than December 4, 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 by 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 provided that the requirements set forth in
Article 9.D of the Company's Articles of Incorporation are satisfied in a timely
manner. To be timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the Company not less than 60
days prior to the anniversary date of the mailing of the proxy materials by the
Company for the immediately preceding annual meeting.
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.
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-KSB
FOR THE YEAR ENDED DECEMBER 31, 1997 AND A LIST OF THE EXHIBITS THERETO REQUIRED
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE 1934 ACT. SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO HUGH E. HUMPHREY, III, SECRETARY, ALGIERS
BANCORP, INC., # 1 WESTBANK EXPRESSWAY, NEW ORLEANS, LOUISIANA 70114. THE FORM
10-KSB IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
<PAGE>
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the Annual Meeting. Management is not aware
of any business that may properly come before the Annual Meeting other than
those matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual 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.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
ALGIERS BANCORP, INC. REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALGIERS
BANCORP, INC. (THE "COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON APRIL 29, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company, or
any successors thereto as proxies, with full powers of substitution, to vote the
shares of the undersigned at the Annual Meeting of Stockholders of the Company
to be held at the Main Office located at # 1 Westbank Expressway, New Orleans,
Louisiana, on April 29, 1998 at 10:00 A.M., Central Time, and at any adjournment
thereof, with all the powers that the undersigned would possess if personally
present, as follows:
Nominees for three-year term:
Mr. Thu Dang and Mr. John Gary
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of LaPorte, Sehrt, Romig and Hand as the
Company's independent auditors for the year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if a nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of
Directors' nominees listed above and FOR Proposal 2. Shares of common stock of
the Company will be voted as specified. If no specification is made, shares will
be voted for the election of the Board of Directors' nominees to the Board of
Directors, for Proposal 2, and otherwise at the discretion of the proxies. This
proxy may not be voted for any person who is not a nominee of the Board of
Directors of the Company. This proxy may be revoked at any time before it is
exercised.
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of the Stockholders of the Company called for April 29, 1998, a Proxy
Statement for the Annual Meeting and the 1997 Annual Report to Stockholders.
Please be sure to sign and date this Proxy in the box below.
Date:______________________________________
Signature(s)______________________________________
______________________________________
Please sign this 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.
