SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALGIERS BANCORP, 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):
[ X ] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which 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 minimum 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 of schedule and the date
of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
ALGIERS BANCORP, INC.
# 1 WESTBANK EXPRESSWAY
NEW ORLEANS, LOUISIANA 70114
(504) 367 - 8221
June 23, 2000
To Our Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Algiers Bancorp, Inc. The meeting will be held at the
Branch Office located at 2021 Carol Sue Avenue, Terrytown, Louisiana 70056
on Friday, July 28, 2000, at 10:00 a.m., C.D.T.
The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe in detail the formal business to be acted upon at the
meeting, including the election of two directors, the ratification of the
appointment of the Company's independent auditors and such other business
as may properly come before the meeting or any adjournment thereof.
The Board has nominated Janice Ray and Thomas M. Arnold, Sr. for
election to the Board and urges you to vote for their election.
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/ Francis M. Minor, Jr.
Francis M. Minor, Jr.
ACTING PRESIDENT AND CHIEF EXECUTIVE
OFFICER
ALGIERS BANCORP, INC.
# 1 WESTBANK EXPRESSWAY
NEW ORLEANS, LOUISIANA 70114
(504) 367 - 8222
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Stockholders of Algiers Bancorp, Inc.:
The annual meeting of stockholders of Algiers Bancorp, Inc. (the
"Company") will be held at the Company's Branch Office located at 2021
Carol Sue Avenue, Terrytown, Louisiana 70056, on Friday, July 28, 2000, at
10:00 a.m., local time, to consider and take action upon the following
matters:
(1) To elect two directors to hold office for 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, 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of the Company's Common Stock at the close of
business on June 12, 2000, are entitled to notice of and to vote at the
annual meeting or any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. 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. A PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/ Hugh E. Humphrey, III
Hugh E. Humphrey, III
SECRETARY
New Orleans, Louisiana
June 23, 2000
ALGIERS BANCORP, INC.
# 1 WESTBANK EXPRESSWAY
NEW ORLEANS, LOUISIANA 70114
PROXY STATEMENT
This Proxy Statement is furnished to holders of common stock, par
value $.01 per share ("Common Stock"), of Algiers Bancorp, Inc. (the
"Company") in connection with the solicitation on behalf of the Board of
Directors (the "Board") of proxies for use at the annual meeting of
stockholders of the Company to be held on July 28, 2000, at the time and
place set forth in the accompanying notice and at any adjournments thereof
(the "Annual Meeting"). This Proxy Statement is first being mailed to
stockholders on or about June 23, 2000.
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.
The enclosed may be revoked at any time prior to its exercise by
filing with the Secretary of the Company a written revocation or duly
executed proxy bearing a later date. The proxy will also be deemed revoked
with respect to any matter on which the stockholder votes in person at the
Annual Meeting. Attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy.
VOTING AND REQUIRED VOTES
Only stockholders of record at the close of business on June 12, 2000
("Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 522,884 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 the Articles of Incorporation of the Company prohibit
any stockholder, other than a Company-established employee benefit plan, or
trustee of such plan, from voting any shares of Common Stock that it holds
in excess of 10% of the outstanding Common Stock. See "Principal
Stockholders."
Directors are elected by a plurality of the votes cast provided a
quorum is 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.
PROPOSAL ONE:
ELECTION OF DIRECTORS
GENERAL
The Bylaws of the Company provide that the Board of Directors shall
initially consist of five members and that the Board of Directors, by
majority vote, may increase or decrease the number of directors at any
time. The Board of Directors, acting in accordance with the Bylaws, has
subsequently increased this number to six 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 Janice Ray is the sister 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.
INFORMATION ABOUT NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information, as of June 12, 2000,
with respect to the director nominees, each other director whose term will
continue after the Annual Meeting and each executive officer of the
Company:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS DIRECTOR TERM
NOMINEES AGE IN OTHER PUBLIC CORPORATIONS SINCE(1) EXPIRING
-------- --- ------------------------------------------ -------- --------
<S> <C> <C> <C> <C>
Janice Ray (2) 41 Director; Manager of Planet Mortgage, 2000 2003
L.L.C., a subsidiary of the Company, since
August 1999; Manager with Real Estate
Showcase since 1994.
Thomas M. Arnold, Sr. 56 Director and Acting Chairman of the Board; 1997 2003
Assessor, Orleans Parish, Louisiana.
OTHER DIRECTORS
---------------
John H. Gary, III 42 Director; President of Gary Enterprises, 1991 2001
Inc., a convention promoter in New Orleans,
Louisiana since 1988.
Thu Dang 56 Director; Self-employed realtor with Real 1991 2001
Estate Showcase in New Orleans, Louisiana
since 1978 and owner of Marco Polo Travel,
Inc. in Gretna, Louisiana since 1994.
Hugh E. Humphrey, III 48 Director; Secretary and Treasurer of the 1984 2002
Company since 1996 and of the Association
since 1984; also the compliance officer and
loan officer of the Association since 1990.
Francis M. Minor, Jr. 56 Director; Acting President and Chief 2000 2002
Executive Officer of the Company since
March 2000; Chief Financial Officer of the
Company and of the Association since August
1997; Field Accountant - Gibbs Construction
Co. from March 1997 to August 1997; Self
employed accountant from 1993 to March 1997.
</TABLE>
_____________
(1) Includes service as a director of the Association.
(2) Ms. Ray was appointed in March 2000 to fill the vacancy on the Board
created by the resignation of her father, Mr. Hugh E. Humphrey, Jr.
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.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
Regular meetings of the Board of Directors are held on at least a
monthly basis and special meetings of the Board of Directors are held from
time-to-time as needed. During 1999, the Board of Directors held twelve
meetings. During 1999, each director attended at least 75 percent of the
aggregate number of meetings held during 1999 of the Board and committees
of which he was a member.
The full Board of Directors of the Company serves as the Nominating
Committee and met one time during 1999 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. No such stockholder nominations have been received for the
Annual Meeting.
The Board of Directors has an Audit Committee, but does not have a
compensation committee. The Audit Committee, whose current members are
Messrs. Dang, Gary and Arnold, 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. The
Audit Committee met one time during 1999.
COMPENSATION OF DIRECTORS
During the year ended December 31, 1999, each member of the Board of
Directors of the Association who was also not an employee 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.
Members of the Board may also participate in the Company's Management
Retention and Recognition Plan, pursuant to which restricted shares of
Common Stock may be awarded to directors and key employees. Shares issued
under the Plan generally vest in equal 20% increments on the date of the
grant and each of the next four anniversaries of the date of grant. Prior
to vesting, participants under the Plan are entitled to vote, and to
receive dividends in respect of, shares awarded under the Plan.
_______________
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of June 12, 2000, certain
information regarding the beneficial ownership of Common Stock of (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 executive
officers specified herein under the caption "Executive Compensation," (iii)
all directors of the Company, and (iv) all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
PERCENT
NUMBER OF OF
NAME OF BENEFICIAL OWNER SHARES(1) CLASS
------------------------ --------- -------
<S> <C> <C>
Algiers Bancorp, Inc......................... 51,842(2) 9.9%
Employee Stock Ownership Plan Trust
Messrs. Dang and Humphrey, III, trustees
# 1 Westbank Expressway
New Orleans, Louisiana 70114
First Financial Fund, Inc.................... 34,600(3) 6.6%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102
Tontine Financial Partners, L.P.............. 51,500(4) 9.9%
Tontine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, New York 10166
Hugh E. Humphrey, Jr......................... 29,953(5) 5.7%
Thomas M. Arnold, Sr......................... 275(6) *
Thu Dang..................................... 2,675(7)(8) *
John H. Gary, III............................ 15,175(8)(9) 2.9%
Janice Ray................................... 1,921 *
Hugh E. Humphrey, III........................ 8,487(10) 1.6%
Francis M. Minor............................. 305(11) *
All directors and executive officers of the
Company as a group
(7 persons)............................... 58,791 (12) 11.2%
</TABLE>
_______________
* Less than 1 percent.
(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.
(2) The Algiers Bancorp, Inc. Employee Stock Ownership Plan Trust (the
"Trust") was established pursuant to the Algiers Bancorp, Inc.
Employee Stock Ownership Plan (the "ESOP") by an agreement between the
Company and Messrs. Humphrey, III and Dang, who act as trustees of the
plan (the "Trustees"). As of December 31, 1999, 32,211 shares of
Common Stock held in the Trust were unallocated and 19,631 shares had
been allocated to the accounts of participating employees or released
for such allocation. 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 that 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) Wellington Management Company, LLP, whose business address is 75 State
Street, Boston, Massachusetts 02109, is an investment advisor to First
Financial Fund, Inc. and claims shared dispositive power with respect
to the shares owned by First Financial Fund, Inc.
(4) Of the shares shown, 38,200 shares are owned of record by Tontine
Financial Partners, L.P. ("TFP"), and 13,300 shares 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 that serves as investment manager
to TFP Overseas Fund, Ltd. ("TFPO"), a Cayman Islands company, which
directly owns the 13,300 shares attributable to TOA. Jeffrey L.
Gendell is the Managing Member of both TM and TOA.
(5) Includes 9,335 shares held by Mr. Humphrey, Jr.'s spouse, which may be
deemed to be beneficially owned by Mr. Humphrey, Jr., 4,918 shares
allocated to Mr. Humphrey's account in the Company's ESOP, and 280
shares as to which Mr. Humphrey, Jr. has voting power, but does not
have dispositive power.
(6) Includes 70 shares as to which Mr. Arnold has voting power, but does
not have dispositive power.
(7) Includes 70 shares as to which Mr. Dang has voting power, but does not
have dispositive power.
(8) All shares are owned jointly with the named person's spouse.
(9) Includes 70 shares as to which Mr. Gary has voting power, but does not
have dispositive power.
(10) Includes 887 shares held by Mr. Humphrey, III's IRA, 1,000 shares for
which Mr. Humphrey, III is the trustee for his minor daughter, 3,900
shares allocated to Mr. Humphrey, III's account in the Company's ESOP,
and 280 shares as to which Mr. Humphrey, III has voting power, but
does not have dispositive power.
(11) Includes 140 shares as to which Mr. Minor has voting power, but does
not have dispositive power.
(12) Includes 8,818 shares allocated to the officers' accounts in the
Company's ESOP and 1,190 shares as to which the respective owners of
such shares have voting power, but do not have dispositive power.
_______________
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 (the "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, 1999.
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>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION RESTRICTED STOCK All OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(2) AWARDS COMPENSATION(4)
--------------------------- ---- ------ ---- -------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Hugh E. Humphrey, Jr.,(1) 1999 $53,760 -- -- -- $ 16,898
Chairman of the Board, 1998 53,760 -- -- 9,975(3) 16,709
President and Chief 1997 53,760 -- -- -- 7,700
Executive Officer
</TABLE>
______________
(1) Mr. Humphrey, Jr. resigned as Chairman of the Board, President and
Chief Executive Officer in March 2000, at which time Mr. Minor became
Acting President and Chief Executive Officer of the Company.
(2) Annual compensation does not include amounts attributable to other
miscellaneous benefits received by Mr. Humphrey, Jr. The costs to the
Association of providing such benefits did not exceed the lesser of
$50,000 or 10% of the total salary and bonus paid to or accrued for
the benefit of such executive officers.
(3) Represents the value on May 1, 1998, the date of the grant, of 700
shares of restricted stock awarded to Mr. Humphrey, Jr. under the
Company's Management Retention and Recognition Plan (the "Plan").
Under the Plan, all such shares vest in equal 20% increments on the
date of grant and each of the next four anniversaries of the date of
grant. Prior to vesting, recipients of shares under the Plan are
entitled to vote, and to receive dividends in respect of, shares
awarded under the Plan.
(4) Represents the value, as of the respective year-end ($7, $11, and $14,
per share, respectively), of the 2,414, 1,519, and 550 shares
allocated to Mr. Humphrey, Jr.'s account under the ESOP for the years
ending December 31, 1999, 1998 and 1997, respectively.
EMPLOYMENT AGREEMENTS
The Company and the Association (collectively, the "Employers")
entered into an employment agreement with Mr. Humphrey, Jr. in connection
with the conversion of the Association from mutual to stock form on July 8,
1996. This employment agreement was in effect from that time until Mr.
Humphrey, Jr.'s resignation as the Company's Chairman of the Board,
President and Chief Executive Officer in March 2000. Under that agreement,
the Employers agreed to employ Mr. Humphrey, Jr. for a term of three years
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 could determine whether or not to extend
the term of the agreement for one additional year. Any party to the
agreement could choose not to extend the agreement for an additional year
by providing written notice at least 30 days prior to any annual
anniversary date. Prior to his resignation, Mr. Humphrey, Jr.'s agreement
had been extended to July 7, 2001. Upon Mr. Humphrey, Jr.'s resignation,
the agreement was terminated without any further liability on the part of
the Company.
CERTAIN TRANSACTIONS
Mr. Humphrey, Jr., the former Chairman of the Board, President and
Chief Executive Officer of the Company, 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 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
wife, 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 also the father-in-law of Harold A. Buchler, Jr.,
a partner in the law firm of Buchler & Buchler. During 1999, Buchler &
Buchler received an annual retainer of $12,000 from the Association, and
approximately $18,275 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,
1999, the Association's outstanding loans to directors and executive
officers of the Association, or members of their immediate families,
totaled in the aggregate approximately $114,940.
PROPOSAL TWO:
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, 2000, 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, 2000.
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 July 2001,
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 February 23, 2001. 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, 1999 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, 1999 AND A LIST OF THE EXHIBITS
THERETO REQUIRED TO BE FILED WITH THE COMMISSION UNDER THE SECURITIES
EXCHANGE ACT OF 1934. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO HUGH H.
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.
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 either of the nominees named herein 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.
By Order of the Board of Directors
/s/ Hugh E. Humphrey, III
Hugh E. Humphrey, III,
SECRETARY
New Orleans, Louisiana
June 23, 2000
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[ X] PLEASE MARK VOTES
AS IN THIS EXAMPLE REVOCABLE PROXY
ALGIERS BANCORP, INC.
<S> <C> <C> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF 1. ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS With- For All
OF ALGIERS BANCORP, INC. JANICE RAY AND For hold Except
THOMAS M. ARNOLD, SR. [ ] [ ] [ ]
THE UNDERSIGNED HEREBY APPOINTS THE INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
BOARD OF DIRECTORS OF ALGIERS BANCORP, FOR ANY INDIVIDUAL NOMINEE, MARK "EXCEPT" AND
INC. (THE "COMPANY"), OR ANY SUCCESSORS WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
THERETO, AS PROXIES, WITH FULL POWER OF BELOW.
SUBSTITUTION, TO REPRESENT AND TO VOTE, _______________________________________________
AS DESIGNATED BELOW, ALL SHARES OF
COMMON STOCK OF THE COMPANY HELD OF
RECORD BY THE UNDERSIGNED ON JUNE 12, 2. RATIFY APPOINTMENT OF With- For All
2000 AT THE ANNUAL MEETING OF LAPORTE, SEHRT, ROMIG For hold Except
STOCKHOLDERS TO BE HELD ON JULY 28, 2000, AND HAND AS THE COMPANY'S [ ] [ ] [ ]
OR ANY ADJOURNMENT THEREOF. INDEPENDENT PUBLIC
ACCOUNTANTS FOR 2000.
3. IN THEIR DISCRETION, TO TRANSACTION SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENTS THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED FOR THE DIRECTOR NOMINEES NAMED ABOVE
AND FOR PROPOSAL 2. THE PROXY HOLDERS NAMED ABOVE
WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTER THAT
MAY PROPERLY COME BEFORE THE MEETING.
PLEASE BE SURE TO SIGN AND DATE DATE PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES
THIS PROXY IN THE BOX BELOW ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
STOCKHOLDER SIGN ABOVE--CO-HOLDER PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
(IF ANY) SIGN ABOVE
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^ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. ^
ALGIERS BANCORP, INC.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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