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
FIRST ALLEN PARISH BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
March 31, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of First Allen
Parish Bancorp, Inc. (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders. The meeting will be held at 2:00 p.m., Oakdale,
Louisiana time on April 30, 1999 at the Company's main office located at 222
South 10th Street, Oakdale, Louisiana 71463.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the Annual Meeting we will also report
on the 1997 financial performance and operations of the Company.
An important aspect of the Annual Meeting process is the stockholder
vote on corporate business items. I urge you to exercise your rights as a
stockholder to vote and participate in this process. Stockholders are being
asked to consider and vote upon the proposals to elect two directors of the
Company and to ratify the appointment of independent auditors of the Company for
the fiscal year ending December 31, 1999. The Board of Directors unanimously
recommends that you vote for each of the proposals.
I encourage you to attend the Annual Meeting in person. Whether or not
you attend the Annual Meeting, I hope that you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy card and return it
in the postage prepaid envelope provided. Returning a properly executed and
dated proxy card will save the Company additional expense in soliciting proxies
and will ensure that your shares are represented. Please note that you may vote
in person at the Annual Meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
/s/ Charles L. Galligan
-------------------
Charles L. Galligan
President and Chief Executive Officer
<PAGE>
FIRST ALLEN PARISH BANCORP, INC.
222 South 10th Street
Oakdale, Louisiana 71463
(318) 335-2031
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 30, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Allen Parish Bancorp, Inc. will be held at the Company's
main office, located at 222 South 10th Street, Oakdale, Louisiana at 2:00 p.m.,
Oakdale, Louisiana time, on April 30, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company for three year terms;
2. The ratification of the appointment of Kolder, Champagne, Slaven &
Rainey, LLC as the auditors of the Company for the fiscal year
ending December 31, 1999;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on March 22, 1999 are
the stockholders entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
---------------------------------
Leslie A. Smith
Secretary
Oakdale, Louisiana
March 31, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
First Allen Parish Bancorp, Inc.
222 South 10th Street
Oakdale, Louisiana 71463
(318) 335-2031
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 30, 1999
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of First Allen Parish Bancorp, Inc. (the
"Company"), the holding company of First Federal Savings and Loan Association of
Allen Parish (the "Association"), of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Company's
main office, located at 222 South 10th Street, Oakdale, Louisiana on April 30,
1999, at 2:00 p.m., Oakdale, Louisiana time, and all adjournments of the
Meeting. The accompanying Notice of Annual Meeting and this Proxy Statement are
first being mailed to stockholders on or about March 31, 1999.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the proposals to elect two directors of the Company and to ratify
the appointment of Kolder, Champagne, Slaven & Rainey, LLC as independent
auditors of the Company for the fiscal year ending December 31, 1999.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the proposal set forth in this Proxy Statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
As to the election of Directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote FOR the election of the
nominees proposed by the Board, or to WITHHOLD AUTHORITY to vote for one or more
of the nominees being proposed. Under Delaware law and the Company's Certificate
of Incorporation and Bylaws, directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for one or more of the nominees being proposed is withheld.
<PAGE>
As to the ratification of Kolder, Champagne, Slaven & Rainey, LLC as
independent auditors of the Company, by checking the appropriate box, a
stockholder may: (i) vote FOR the item; (ii) vote AGAINST the item; or (iii)
ABSTAIN from voting on such item. Under the Company's Certificate of
Incorporation and Bylaws, the ratification of this matter shall be determined by
a majority of the votes cast, without regard to broker non-votes, or proxies
marked ABSTAIN.
Any other matters that may be brought before the Annual Meeting will be
determined by majority of the votes cast, without regard to broker non-votes, or
any proxies as to which a stockholder abstains. One-third of the shares of the
Common Stock, present in person or represented by proxy, shall constitute a
quorum for purposes of the Meeting. Abstentions and broker non-votes are counted
for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Leslie A.
Smith, Secretary, First Allen Parish Bancorp, Inc., 222 South 10th Street,
Oakdale, Louisiana 71463.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on March 22, 1999
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 266,622 shares of Common Stock issued and
outstanding. The following table sets forth information as of March 22, 1999
regarding share ownership of those persons or entities known by management to
own beneficially more than five percent of the Common Stock and of all directors
and executive officers of the Company and the Association as a group.
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- ----------------------------------------------- ----- --------
<S> <C> <C>
First Allen Parish Bancorp, Inc.
Employee Stock Ownership Plan (1)
222 South 10th Street
Oakdale, Louisiana 71463 21,160 8.00%
Jonathan Brooks
950 Third Avenue, 20th Floor
New York, New York 10022 25,600 9.94%
Directors and executive officers of the Company
and the Association as a group (7 persons) 74,029(2) 27.77%
</TABLE>
(1) The amount reported represents all shares held by the Employee Stock
Ownership Plan ("ESOP"), of which 4,761 shares have been allocated to
accounts of participants. First Bankers Trust Company, N.A. of Quincy,
Illinois, the trustee of the ESOP, may be deemed to beneficially own
the shares held by the ESOP which have not been allocated to accounts
of participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under
the ESOP. Unallocated shares held in the ESOP's suspense account are
voted by the trustee in the same proportion as allocated shares voted
by participants.
(2) Amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, shares held in
a fiduciary capacity or by certain family members, with respect to
which shares the group members may be deemed to have sole or shared
voting and/or investment power. The amount above includes 8,993 options
to purchase shares of Common Stock granted under the Company's 1998
Stock Option and Incentive Plan and 10,580 awards of shares of
restricted Common Stock under the Company's Recognition and Retention
Plan ("RRP") to directors and executive officers of the Company. The
amount above excludes options which do not vest within 60 days of March
22, 1999. Ms. Betty Jean Parker, the Treasurer and Chief Financial
Officer of the Company, is the beneficial owner of 3,702 shares, or
1.4%, of the shares outstanding, including 1,058 stock options and -0-
shares of restricted stock and 660 shares allocated to the individual
account of Ms. Parker under the Association's Employee Stock Ownership
Plan.
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six members,
each of whom is also a director of the Association. The Directors are divided
into three classes. Directors of the Company are generally elected to serve for
a three-year term which is staggered to provide for the election of
approximately one-third of the directors each year.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and nominees for
election as directors. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
the nominee) will be voted at the Meeting for the election of the nominees
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominee might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Age at Owned at
December 31, Positions Held Director Current Term March 22, Percent
Name 1998 with the Bank Since (1) to Expire 1999(2) Of Class
---- ---- ----------------- --------- --------- ------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C> <C>
Dr. James D. Sandefur 57 Chairman of the Board 1989 1999 12,908(3) 4.84%
Leslie A. Smith 66 Corporate Secretary and 1993 1999 7,645(3) 2.87%
Director
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C> <C>
Jesse Boyd, Jr. 74 Director 1962 2001 12,645(3) 4.74%
James E. Riley 74 Director 1962 2001 7,645(3) 2.87%
Charles L. Galligan 58 President and Chief 1991 2000 16,839(4) 6.32%
Executive Officer,
and Director
J.C. Smith 68 Director 1995 2000 12,645(3) 4.74%
</TABLE>
- -------------------------------
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held by
certain members of the named individuals' families, or held by trusts
of which the named individual is a trustee or substantial beneficiary,
with respect to which shares the named individuals may be deemed to
have sole or shared voting and/or investment power.
(3) Includes 1,058 stock options and 1,587 shares of restricted stock for
each of Directors Boyd, Riley, Sandefur, J.C. Smith and
Leslie A. Smith.
(4) Includes 2,645 stock options and 2,645 shares of restricted stock for
Mr. Galligan. Also includes 1,549 shares allocated to the individual
account of Mr. Galligan under the Association's employee stock
ownership plan.
<PAGE>
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
Dr. James D. Sandefur. Dr. Sandefur has served as Chairman of the Board
since January 1996. Dr. Sandefur was a practicing optometrist, and was the owner
of the Vision Clinic located in Oakdale, Louisiana, from March 1968 until June
1996. Dr. Sandefur is presently semi-retired and works as a consultant for the
Vision Clinic, Oakdale, Louisiana.
Leslie A. Smith. Mr. Smith was the principal of the Oakdale Elementary
School until his retirement in 1997.
Jesse Boyd, Jr. Mr. Boyd is the owner and president of Boyd
Buick-Cadillac-Chevrolet-Pontiac-Olds-GMC, Inc., a car dealership, and Boyd Oil
Company, a bulk oil distributorship, located in Oakdale and Glenmora, Louisiana,
respectively.
James E. Riley. Mr. Riley owned and operated a pharmacy in Oberlin,
Louisiana until his retirement in 1990.
4
<PAGE>
Charles L. Galligan. Mr. Galligan has served as the President and Chief
Executive Officer since joining the Association in 1991. In these capacities, he
is responsible for overseeing the day to day operations of the Association.
J. C. Smith. Mr. Smith's principal business is farming. He is also
involved in J.C. Smith & Sons, Partnership, a farming operation, and J. C. Smith
& Sons Auto and Home Service Center, a retail hardware store, both located in
Oberlin, Louisiana.
Executive Officers Who Are Not Directors
Executive officers of the Company and the Association are elected
annually by the Board of Directors of the Company and the Association,
respectively. The business experience of the executive officer of the Company
and the Association who is not also a director is set forth below.
Betty Jean Parker. Mrs. Parker, age 54, is the Treasurer and Chief
Financial Officer of the Company. Until June 1996, Mrs. Parker was also
Corporate Secretary of the Association. Mrs. Parker is responsible for the
supervision of the accounting department and reporting to the regulatory
authorities.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered pursuant to Section 12(g)
of the 1934 Act. The officers and directors of the Company and beneficial owners
of greater than 10% of the Company's Common Stock ("10% beneficial owners") are
required to file reports on Forms 3, 4, or 5 with the SEC disclosing changes in
beneficial ownership of the Common Stock. SEC rules require disclosure in the
Company's Proxy Statement and Annual Report on Form 10-K of the failure of an
officer, director or 10% beneficial owner of the Company's Common Stock to file
a Form 3, 4, or 5 on a timely basis. Based on the Company's review of such
ownership reports, no officer, director or 10% beneficial owner of the Company
failed to file ownership reports on a timely basis for the fiscal year ended
December 31, 1998.
Meetings of the Board of Directors and Committees
The Board of Directors met four times during the year ended December
31, 1998. During fiscal 1998, no director of the Company attended fewer than 75%
of the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
The Company formed standing Audit, Nominating and Compensation
Committees in connection with its organization in June 1996.
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also acts on the recommendation by management of an accounting firm to
perform the Company's annual audit and acts as a liaison between the auditors
and the Board. The current members of this committee are Directors Sandefur,
Riley and Leslie A. Smith. The Company's Audit Committee met one time in fiscal
1998.
5
<PAGE>
The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of the
Board members who are not up for election. The Nominating Committee met one time
during fiscal 1998.
The Compensation Committee establishes the Company's compensation
policies and reviews compensation matters. The current members of this Committee
are Directors Sandefur, Riley and Boyd. The Compensation Committee did not meet
in fiscal 1998.
Director Compensation
The Company pays directors a fee of $3,000 per annum, payable
quarterly. Additionally, during fiscal 1998, all outside directors of the
Association received a fee of $650 per month for serving on the Board of
Directors. Directors do not receive any additional fees for attending special
board meetings or for participation on committees.
Stock Benefit Plans. Following approval by the Company's stockholders
at the Annual Meeting of Stockholders held on April 30, 1998, each director of
the Company who is not a full-time employee (5 persons) received an option to
purchase 2,645 shares of Common Stock under the Company's 1998 Stock Option and
Incentive Plan and an award of 1,587 shares of restricted stock under the
Company's Recognition and Retention Plan.
Director Deferred Fee Agreement. In December 1993, the Association
developed and offered a deferred compensation plan to the members of the board.
Director Sandefur was the only director who elected to enter into an unfunded
deferred compensation agreement pursuant to this program. Under the agreement,
Dr. Sandefur has elected to defer 100% of his director fees until he reaches age
59-1/2. Upon reaching that age, Dr. Sandefur receives the total amount of
deferred fees, plus interest, in a lump sum payment. In the event of Dr.
Sandefur's disability or death, the total amount of deferred fees plus interest
would be paid to Dr. Sandefur or his beneficiaries in a lump sum payment. In the
event the Association is acquired by another company, the agreement
automatically terminates, and the deferred fees plus interest are payable in a
lump sum.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. However, the Company does reimburse the Association for
services performed on behalf of the Company by its officers. The Company does
not presently anticipate paying any compensation to such persons until it
becomes actively involved in the operation or acquisition of businesses other
than the Association.
6
<PAGE>
The following table sets forth the compensation paid or accrued by the
Association for services rendered by Charles L. Galligan, the President and
Chief Executive Officer of the Association. No other executive officer earned in
excess of $100,000 during fiscal year 1998, 1997 or 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation(1) Awards
----------------------------------- --------------------------
Other
Annual Restricted Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Award(s) SARs Compensation
Position Year ($) ($) ($)(1) ($) (#) ($) (4)
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles L. Galligan, 1998 $54,923 $15,000 $--- $12,961(2) 6,613(3) $15,087
President and Chief 1997 $54,000 $10,000 $--- ---(2) ---(3) $16,500
Executive Officer 1996 $54,000 $10,000 $--- ---(2) ---(3) $10,942
- --------------------
</TABLE>
(1) Mr. Galligan did not receive any additional benefits or perquisites
which, in the aggregate, exceeded 10% of his salary and bonus or
$50,000.
(2) Based upon approximately 529 shares of restricted stock which vested in
fiscal 1998. On April 30, 1998, pursuant to the Company's Recognition
and Retention Plan, Mr. Galligan was awarded 2,645 shares of restricted
stock. The market value per share of the Common Stock was $24.00 on the
date of the grant. Such awards vest in equal installments at a rate of
20% per year beginning on April 30, 1998, the date of grant, unless
otherwise determined by the Board. Awards will be 100% vested upon
termination of employment due to death or disability, or following a
change of control. The aggregate value of the 2,645 shares of
restricted stock awarded to Mr. Galligan, including both vested and
unvested shares, as of December 31, 1998 was $44,965, based upon the
most recent sale price per share known to the Company of $17.00 per
share on December 28, 1998.
(3) On April 30, 1998, pursuant to the Company's Stock Option Plan, Mr.
Galligan was awarded options to purchase 6,613 shares of Common Stock.
Such options vest in equal installments at a rate of 20% per year
commencing on the date of grant. The exercise price of such options is
$24.00, the fair market value of the underlying shares on April 30,
1998, the date of grant.
(4) In 1998 includes $3,000 of Company board fees, and $12,087 contributed
under the Association's Employee Stock Ownership Plan. In 1997 includes
$3,000 of Company board fees, and $13,500 contributed under the
Association's Employee Stock Ownership Plan. Includes $500 of Company
board fees, $2,342 contributed under the Association's Employee Stock
Ownership Plan and $8,100 contributed under the Association's Profit
Sharing Plan in 1996.
<PAGE>
Stock Options
The Board of Directors of the Company has adopted the Stock Option
Plan, which has been approved by the stockholders. Certain directors, officers
and employees of the Association and the Company are eligible to participate in
the Stock Option Plan. The Stock Option Plan is administered by a committee of
outside directors (the "Committee"). The Stock Option Plan authorizes the grant
of stock options equal to 26,450 shares of Common Stock. The Stock Option Plan
provides, among other things, for the grant of options to purchase Common Stock
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code, and options that do not so qualify ("nonstatutory options"). For
information regarding options granted to directors under the Stock Option Plan,
see "Director Compensation--Stock Benefit Plans," herein. Options must be
exercised within 10 years from the date of grant. The exercise price of the
options must be at least 100% of the fair market value of the underlying Common
Stock at the time of the grant.
Set forth below is information relating to options granted under the
Stock Option Plan to the named executive officer during the year ended December
31, 1998.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
<TABLE>
<CAPTION>
Percent of Total Options
Granted to Employees in Exercise or Base Expiration
Name Options Granted FY 1998 Price Date
- ----------------------------------- ---------------------- -------------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Charles L. Galligan 6,613 71.4% $24.00 April 30,
2008
</TABLE>
Set forth below is certain additional information concerning options
outstanding to the named executive officer at December 31, 1998. No options were
exercised during fiscal 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Shares Acquired Value Fiscal Year-End Year-End (1)
Name Upon Exercise Realized -------------------------- --------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles L. Galligan -- $-- 1,323/5,290 $-0-/$-0-
</TABLE>
- ------------------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
December 31, 1998, and assuming the fair market value on that date was
$17.00 per share which was equal to the most recent sale price per share of
Common Stock known to the Company of $17.00 per share on December 31, 1998.
<PAGE>
Employment Agreements
The Association entered into an employment agreement effective upon
consummation of the Association's conversion to a stock institution, with
Charles L. Galligan, the Association's President and Chief Executive Officer,
providing for a term of three years. The contract provides for payment to the
employee for the remaining term of the contract unless the employee is
terminated "for cause."
The employment agreement for Mr. Galligan provides for an annual base
salary as determined by the Board of Directors, but not less than the employee's
current salary. Mr. Galligan's base salary (exclusive of director fees and
bonuses) was $54,923 in fiscal 1998. So long as the contract remains in force,
salary increases will be reviewed not less often than annually thereafter, and
are subject to the sole discretion of the Board of Directors. The employment
contract provides for annual extensions for one additional year, but only upon
express authorization by the Board of Directors at the end of each year. The
contract provides for termination upon the employee's death, for cause or in
certain events specified by OTS regulations. The employment contract is
terminable by the employee upon 90 days' notice to the Association.
In the event there is a change in control of the Company or the
Association, as defined in the agreement, if employment terminates involuntarily
in connection with such change in control or within 12 months thereafter, the
employment contract provides for a payment equal to 299% of Mr. Galligan's base
amount of compensation as defined in the Code. Assuming a change in control
8
<PAGE>
were to take place as of December 31, 1998, the aggregate amounts payable to Mr.
Galligan pursuant to this change in control provision would be approximately
$164,220.
The contract provides, among other things, for participation in an
equitable manner in employee benefits applicable to executive personnel. The
employment contract may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Association after its Conversion.
The Association has also entered into an employment agreement with
Betty Jean Parker, as Treasurer and Chief Financial Officer. The agreement
provides for a term of three years and a change of control payment equal to 299%
of Ms. Parker's base amount of compensation, and is otherwise similar to the
employment agreement with Mr. Galligan.
Benefit Plans
General. First Federal currently provides health care benefits,
including medical and disability, subject to certain deductibles and copayments
by employees, a retirement plan and group life insurance to its employees.
Profit Sharing Plan. The Association maintains a Profit Sharing Plan
which is a qualified, tax-exempt profit sharing plan with a salary deferred
feature under Section 401(k) of the Internal Revenue Code. All employees who
have attained age 21 and have completed one year of employment during which they
worked at least 1,000 hours are eligible to participate. The Association's
contribution to the plan for each plan year is a sum that the Association, by
action of the Board of Directors, authorizes in its discretion (so long as the
contribution, along with the employee's voluntary contribution for any plan year
does not exceed the maximum amount permissible under Section 415(c) of the
Code.) Association contributions and plan forfeitures are allocated among plan
participants in the proportion that the compensation of each participant bears
to the total compensation of all participants.
Under the plan, participants are permitted to make salary reduction
contributions equal to a percentage of up to 10% of compensation. All employee
contributions and earnings thereon are fully and immediately vested. If a
participant's employment is terminated, voluntarily or involuntarily, for any
reason other than death, disability or attainment of the normal retirement age
of 65 or later, the participant's interest in the Association contributions
vests at the rate of 20% per year beginning after completion of three years of
service with full vesting occurring after seven years of service. A participant
may withdraw employee after-tax voluntary contributions at any time, but may
only withdraw Association contributions (including pre-tax salary reduction
contributions) in the event the participant suffers a financial hardship,
termination of employment, death, disability, retirement, or the attainment of
age 59 1/2.
Contributions under the plan are invested under a group annuity
contract with a life insurance company. Contributions under the group annuity
contract are invested in the insurance company's general fund which is made up
of fixed income investments such as mortgages and bonds.
Plan benefits will be paid to each participant as an annuity, in lump
sum or installments, at the participant's election. For the fiscal year ended
December 31, 1998, the Association did not contribute to the Profit-Sharing
Plan.
9
<PAGE>
Indebtedness of Management
The Association has followed a policy of granting loans, including
loans secured by one- to four-family real estate, to officers, directors and
employees. All loans by the Association to its directors and executive officers
are subject to OTS regulations restricting loan and other transactions with
affiliated persons of the Association. Federal law and regulation generally
requires that all loans to executive officers and directors be made on
substantially the same terms and conditions comparable to those for similar
transactions with non-affiliates. However, recent regulations now permit
executive officers and directors to receive the same terms through benefit or
compensation plans that are widely available to other employees, as long as the
director or executive officer is not given preferential treatment compared to
the other participating employees. Still, the Association has adopted a policy
that loans or extensions of credit to the Association's executive officers and
directors are made at the same rates and terms as those offered to the general
public. Such loans are approved by a majority of the independent, disinterested
directors. Loans to all directors, executive officers, employees and their
associates totaled $228,300 at December 31, 1998, which was approximately 6.1%
of the Association's equity capital at that date and 4.8% of the Company's
stockholders' equity at that date. There were no loans outstanding to any
director, executive officer or their affiliates at preferential rates or terms
which in the aggregate exceeded $60,000 during the three years ended December
31, 1998. All loans to directors and officers were performing in accordance with
their terms at December 31, 1998 and do not in the opinion of management involve
more than the normal risk of collectibility or present other unfavorable
features.
PROPOSAL II - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 1998 were Kolder, Champagne, Slaven & Rainey, LLC The Company's Board of
Directors has reappointed Kolder, Champagne, Slaven & Rainey, LLC to continue as
independent auditors for the Company for the fiscal year ending December 31,
1999, subject to ratification of such appointment by the stockholders.
Representatives of Kolder, Champagne, Slaven & Rainey, LLC are expected to
attend the Meeting. They will be given the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from stockholders present at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KOLDER, CHAMPAGNE, SLAVEN & RAINEY, LLC AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 222
South 10th Street, Oakdale, Louisiana 71463 no later than December 3, 1999. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
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Under the Company's By-laws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 90 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company. The notice must include certain information as specified in the
Company's bylaws.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of 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 proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Association may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Oakdale, Louisiana
March 31, 1999
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REVOCABLE PROXY
FIRST ALLEN PARISH BANCORP, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 30, 1999
The undersigned hereby appoints Charles L. Galligan and James E. Riley,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of capital stock of First Allen Parish Bancorp,
Inc. (the "Company") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at the Company's main
office, located at 222 South 10th Street, Oakdale, Louisiana, on April 30, 1999
at 2:00 p.m., Oakdale, Louisiana time and at any and all adjournments and
postponements thereof.
1. The election as directors of all nominees listed below (except as
marked to the contrary):
DR. JAMES D. SANDEFUR
LESLIE A. SMITH
[ ] 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. The ratification of the appointment of Kolder, Champagne, Slaven
&Rainey, LLC as auditors for the Company for the fiscal year ending
December 31, 1999.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE
NOMINEES LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THEMEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
The Board of Directors recommends a vote "FOR"the proposal
and the election of the nominees listed above.
Please be sure to sign and date
this Proxy in the box below.
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST ALLEN PARISH BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the above signed be present and choose to vote at the Meeting or
at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys and proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The above signed acknowledges receipt from the Company, prior to the
execution of this proxy, of a notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Please sign exactly as your name(s) appear(s) on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN ANDMAIL THIS PROXY
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
