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
IBL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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IBL Bancorp, Inc.
P.O. Box 563 Plauemine, LA 70765-0563
September 14, 1999
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of IBL Bancorp, Inc. The meeting will be held at the Company's main office
located at 23910 Railroad Avenue, Plaquemine, Louisiana on Wednesday, October
20, 1999 at 10:00 a.m., Central Time. The matters to be considered by
stockholders at the Special Meeting are described in the accompanying materials.
The Board of Directors of IBL Bancorp, Inc. has determined that the
matters to be considered at the Special Meeting are in the best interests of the
Company and its shareholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends that you vote "FOR" each matter to be
considered.
It is very important that your shares be voted at the Special Meeting
regardless of the number 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 Special Meeting.
This will not prevent you from voting in person, but will ensure that your vote
is counted if you are unable to attend.
On behalf of the Board of Directors and all of the employees of the
Company, I thank you for your continued interest and support.
Sincerely,
/s/G. Lloyd Bouchereau, Jr.
G. Lloyd Bouchereau, Jr.
President and Chief Executive Officer
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IBL Bancorp, Inc.
23910 Railroad Avenue
Plaquemine, Louisiana 70764
(504) 687-6337
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on October 20, 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders ("Special
Meeting") of IBL Bancorp, Inc. (the "Company") will be held at the Company's
main office located at 23910 Railroad Avenue, Plaquemine, Louisiana on
Wednesday, October 20, 1999 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 consider and approve the adoption of the Company's 1999
Stock Option Plan;
(2) To consider and approve the adoption of the Company's 1999
Recognition and Retention Plan and Trust Agreement; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
The Board of Directors has fixed September 1, 1999 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Special Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
Special Meeting or at any such adjournment.
By Order of the Board of Directors
/s/Gary K. Pruitt
Gary K. Pruitt
Secretary
Plaquemine, Louisiana
September 14, 1999
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YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL 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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IBL BANCORP, INC.
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
October 20, 1999
This Proxy Statement is being furnished to the holders of common stock,
par value $.01 per share ("Common Stock"), of IBL Bancorp, Inc. (the "Company").
The Company acquired all of the common stock of The Iberville Building and Loan
Association (the "Association") issued in connection with the conversion of the
Association from a Louisiana-chartered mutual savings and loan association to a
Louisiana-chartered stock savings and loan association in September 1998 (the
"Conversion"). Proxies are being solicited on behalf of the Board of Directors
of the Company to be used at the Special Meeting of Stockholders ("Special
Meeting") to be held at the Company's main office located at 23910 Railroad
Avenue, Plaquemine, Louisiana, on Wednesday, October 20, 1999 at 10:00 a.m.,
Central Time, and at any adjournment thereof for the purposes set forth in the
Notice of Special Meeting of Stockholders. This Proxy Statement is first being
mailed to stockholders on or about September 14, 1999.
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 below 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 (1) filing with the Secretary of the Company written notice thereof
(Gary K. Pruitt, Secretary, IBL Bancorp, Inc., 23910 Railroad Avenue,
Plaquemine, Louisiana 70764); (2) submitting a duly executed proxy bearing a
later date; or (3) appearing at the Special Meeting and giving the Secretary
notice of his or her intention to vote in person. Proxies solicited hereby may
be exercised only at the Special Meeting and any adjournment thereof and will
not be used for any other meeting.
VOTING AND REQUIRED VOTES
Only stockholders of record of the Company at the close of business on
September 1, 1999 ("Voting Record Date") are entitled to notice of and to vote
at the Special Meeting and at any adjournment thereof. On the Voting Record
Date, there were 210,870 shares of Common Stock issued and outstanding, and the
Company had no other class of equity securities outstanding. 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. Each share of Common Stock
is entitled to one vote at the Special Meeting on all matters properly presented
at the Special Meeting. The affirmative vote of
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the holders of a majority of the total votes present in person or by proxy at
the Special Meeting is required for approval of the proposals to approve the
Company's 1999 Stock Option Plan ("Option Plan") and the Company's 1999
Recognition and Retention Plan and Trust Agreement ("Recognition Plan"). Because
of the required votes, abstentions will have the same effect as a vote against
the proposals to adopt the Stock Option Plan and the Recognition Plan. The
proposals to approve the Stock Option Plan and the Recognition Plan are
considered "non-discretionary" for which brokers may not vote if they have not
received instructions from the beneficial owner. Because all of the proposals at
the Special Meeting are non-discretionary, there will be no "broker non-votes"
at the Special Meeting.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (1) 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, (2) the directors of the Company and (3) all directors
and executive officers of the Company and the Association as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
September 1, 1999(1)
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Name of Beneficial Owner Amount %
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<S> <C> <C>
IBL Bancorp, Inc. 16,869(2) 8.0%
Employee Stock Ownership Plan Trust
23910 Railroad Avenue
Plaquemine, Louisiana 70764
Directors:
G. Lloyd Bouchereau, Jr. 10,167(3) 4.8%
John L. Delahaye 7,500(4) 3.6%
Gary K. Pruitt 7,000(5) 3.3%
Bobby E. Stanley 10,000(6) 4.7%
Edward J. Steinmetz 6,000 2.8%
Danny M. Strickland 2,628(7) 1.2%
All directors and executive officers of the
Company and the Association as a group (six persons) 43,295(2) 20.5%
</TABLE>
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(1) Based upon information furnished by the respective persons. Pursuant to
rules promulgated under the 1934 Act, a person is deemed to
beneficially own shares of Common Stock if he
(Footnotes continued on next page)
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or she directly or indirectly has or shares (a) voting power, which
includes the power to vote or to direct the voting of the shares; or
(b) investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, the named
beneficial owner has sole voting power and sole investment power with
respect to the indicated shares.
(2) The IBL Bancorp, Inc. Employee Stock Ownership Plan Trust ("Trust") was
established pursuant to the IBL Bancorp, Inc. Employee Stock Ownership
Plan ("ESOP") by an agreement between the Company and Messrs.
Bouchereau, Stanley and Strickland, who act as trustees of the plan
("Trustees"). As of the Voting Record Date, 16,447 shares of Common
Stock held in the Trust were unallocated and 422 shares had been
allocated to the accounts of participating employees. Under the terms
of the ESOP, the Trustees will generally vote the allocated shares held
in the ESOP in accordance with the instructions of the participating
employees and will generally vote unallocated shares held in the ESOP
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, subject in each case to
the fiduciary duties of the ESOP trustees and applicable law. 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 each individual trustee or
all directors and executive officers as a group does not include the
unallocated shares held by the Trust. The total for all directors and
executive officers as a group includes 270 shares allocated to the ESOP
accounts of the two executive officers.
(3) Includes 2,500 shares held by Mr. Bouchereau's individual retirement
account ("IRA"), 3,000 shares held by his spouse's IRA, 2,000 shares
held jointly with his spouse, 1,000 shares held by his two children,
and 167 shares allocated to Mr. Bouchereau's ESOP account. Mr.
Bouchereau has shared voting and dispositive power with respect to the
shares held by his spouse and children. Excludes the unallocated shares
held by the ESOP, of which Mr. Bouchereau is one of three trustees.
(4) Includes 3,750 shares held by Mr. Delahaye's spouse, with whom voting
and dispositive power is shared.
(5) Includes 1,000 shares held by Mr. Pruitt's spouse, with whom voting and
dispositive power is shared.
(6) Consists of 5,759 shares held by Mr. Stanley's IRA and 4,241 shares
held by Mr. Stanley's spouse, with whom voting and dispositive power is
shared. Excludes the unallocated shares held by the ESOP, of which Mr.
Stanley is one of three trustees.
(7) Includes 103 shares allocated to Mr. Strickland's ESOP account and 25
shares held jointly by Mr. Strickland's parents. Excludes the
unallocated shares held by the ESOP, of which Mr. Strickland is one of
three trustees.
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PROPOSAL TO ADOPT THE 1999 STOCK OPTION PLAN
General
The Board of Directors has adopted the Option Plan which is designed to
attract and retain qualified personnel in key positions, provide directors,
officers and key employees with a proprietary interest in the Company and as an
incentive to contribute to the success of the Company, and reward key employees
for outstanding performance. The Option Plan provides for the grant of incentive
stock options intended to comply with the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended ("Code") ("incentive stock options"),
non-qualified or compensatory stock options and stock appreciation rights
(collectively "Awards"). Awards will be available for grant to directors and key
employees of the Company and any of its subsidiaries, except that non-employee
directors will be eligible to receive only awards of non-qualified stock
options. If stockholder approval is obtained, options to acquire shares of
Common Stock will be awarded to officers, key employees and directors of the
Company and the Association with an exercise price equal to the fair market
value of the Common Stock on the date of grant.
Description of the Option Plan
The following description of the Option Plan is a summary of its terms
and is qualified in its entirety by reference to the Option Plan, a copy of
which is attached hereto as Appendix A.
Administration. The Option Plan will be administered and interpreted by
a committee of the Board of Directors ("Committee") that is comprised solely of
two or more non-employee directors. The members of the Committee will initially
consist of Messrs. Pruitt, Stanley and Steinmetz.
Stock Options. Under the Option Plan, the Board of Directors or the
Committee will determine which officers, key employees and non-employee
directors will be granted options, whether such options will be incentive or
compensatory options (in the case of options granted to employees), the number
of shares subject to each option, the exercise price of each option and whether
such options may be exercised by delivering other shares of Common Stock. The
per share exercise price of both an incentive stock option and a compensatory
option shall be at least equal to the fair market value of a share of Common
Stock on the date the option is granted (or 110% of fair market value in the
case of incentive stock options granted to any employees who own more than 10%
of the outstanding Common Stock).
All options granted to participants under the Option Plan shall become
vested and exercisable at the rate, to the extent and subject to such
limitations as may be specified by the Board or the Committee. Notwithstanding
the foregoing, no vesting shall occur on or after a participant's employment or
service with the Company, including service as a non-employee director, is
terminated. Unless the Committee or Board of Directors shall specifically state
otherwise at the time an option is granted, all options granted to participants
shall become vested and exercisable in full on the date an optionee terminates
his employment or service with the Company or a subsidiary
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company or service as a non-employee director because of his death, disability
or retirement. In addition, all outstanding options shall become immediately
vested and exercisable in full in the event that there is a change in control of
the Company, as defined in the Option Plan.
Each stock option or portion thereof shall be exercisable at any time
on or after it vests and is exercisable until the earlier of ten years after its
date of grant or six months after the date on which the optionee's employment
terminates (three years after termination of service in the case of non-employee
directors), unless extended by the Committee or the Board of Directors to a
period not to exceed five years from such termination. Unless specifically
provided otherwise, (1) if an optionee terminates his employment or service with
the Company as a result of disability or retirement without having fully
exercised his options, the optionee shall have three years following his
termination due to disability or retirement (or such longer period as may
otherwise be provided) to exercise such options, and (2) if an optionee
terminates his employment or service with the Company following a change in
control of the Company without having fully exercised his options, the optionee
shall have the right to exercise such options during the remainder of the
original ten-year term (or five-year term for certain incentive stock options)
of the option. However, failure to exercise incentive stock options within three
months after the date on which the optionee's employment terminates may result
in adverse tax consequences to the optionee. If an optionee dies while serving
as an employee or a non-employee director or terminates employment or service as
a result of disability or retirement and dies without having fully exercised his
options, the optionee's executors, administrators, legatees or distributees of
his estate shall have the right to exercise such options during the one-year
period following his death. In no event shall any option be exercisable more
than ten years from the date it was granted.
Stock options are generally non-transferable except by will or the laws
of descent and distribution, and during an optionee's lifetime, shall be
exercisable only by such optionee or his guardian or legal representative.
Notwithstanding the foregoing, an optionee who holds non-qualified options may
transfer such options to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more of
these individuals. Options so transferred may thereafter be transferred only to
the optionee who originally received the grant or to an individual or trust to
whom the optionee could have initially transferred the option. Options which are
so transferred shall be exercisable by the transferee according to the same
terms and conditions as applied to the optionee.
Payment for shares purchased upon the exercise of options may be made
(1) in cash or by check, (2) by delivery of a properly executed exercise notice,
together with irrevocable instructions to a broker to sell the shares and then
to properly deliver to the Company the amount of sale proceeds to pay the
exercise price, all in accordance with applicable laws and regulations or (3) if
permitted by the Committee or the Board, by delivering shares of Common Stock
(including shares acquired pursuant to the exercise of an option) with a fair
market value equal to the total option price of the shares being acquired
pursuant to the option, by withholding some of the shares of Common Stock which
are being purchased upon exercise of an option, or any combination of the
foregoing. With respect to subclause (3) in the preceding sentence, the shares
of Common Stock delivered to pay the purchase price must have either been (a)
purchased in open market transactions or (b) issued
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by the Company pursuant to a plan thereof, in each case more than six months
prior to the exercise date of the option.
If the fair market value of a share of Common Stock at the time of
exercise is greater than the exercise price per share, this feature would enable
the optionee to acquire a number of shares of Common Stock upon exercise of the
Option which is greater than the number of shares delivered as payment for the
exercise price. In addition, an optionee can exercise his or her option in whole
or in part and then deliver the shares acquired upon such exercise (if permitted
by the Committee or the Board) as payment for the exercise price of all or part
of his options. Again, if the fair market value of a share of Common Stock at
the time of exercise is greater than the exercise price per share, this feature
would enable the optionee to either (1) reduce the amount of cash required to
receive a fixed number of shares upon exercise of the option or (2) receive a
greater number of shares upon exercise of the option for the same amount of cash
that would have otherwise been used. Because options may be exercised in part
from time to time, the ability to deliver Common Stock as payment of the
exercise price could enable the optionee to turn a relatively small number of
shares into a large number of shares. In addition, an optionee who is a
non-employee director or an executive officer can elect, with the Committee's
concurrence, to defer the recognition of ordinary income resulting from the
exercise of any compensatory option not transferred under the terms of the
Option Plan. Such deferral must comply with the provisions of the Option Plan
and other requirements as may be established by the Board of Directors.
Stock Appreciation Rights. Under the Option Plan, the Board of
Directors or the Committee is authorized to grant rights to optionees ("stock
appreciation rights") under which an optionee may surrender any exercisable
incentive stock option or compensatory stock option or part thereof in return
for payment by the Company to the optionee of cash or Common Stock, or a
combination thereof, in an amount equal to the excess of the fair market value
of the shares of Common Stock subject to the option over the option price of
such shares. Stock appreciation rights may be granted concurrently with the
stock options to which they relate or, with respect to compensatory options, at
any time thereafter which is prior to the exercise or expiration of such
options. The proceeds of the exercise of a stock appreciation right may also be
deferred as provided by the provisions of the Option Plan.
Number of Shares Covered by the Option Plan. A total of 21,087 shares
of Common Stock, which is equal to 10% of the Common Stock sold in the
Conversion, has been reserved for future issuance pursuant to the Option Plan.
In the event of a stock split, subdivision, stock dividend or any other capital
adjustment, then (a) the number of shares of Common Stock under the Option Plan,
(b) the number of shares to which any Award relates, and (c) the exercise price
per share under any option or stock appreciation right shall each be adjusted to
reflect such increase or decrease in the total number of shares of Common Stock
outstanding or such capital adjustment.
Awards to be Granted. The Board of Directors of the Company adopted the
Option Plan and the Committee established thereunder intends to grant options to
executive officers, employees and non-employee directors of the Company and the
Association. It is currently anticipated that each of the four non-employee
directors will be granted compensatory stock options and each
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executive officer will be granted incentive stock options, although the amounts
have not yet been determined. Other than as set forth above, the timing of any
such grants, the individual recipients and the specific amounts of such grants
have not been determined.
The Company and the Association have a total of seven employees and
four non-employee directors who may be entitled to receive Awards under the
Option Plan. The closing price for the Common Stock was $10.125 on August 30,
1999.
Amendment and Termination of the Option Plan. The Board of Directors
may at any time terminate or amend the Option Plan with respect to any shares of
Common Stock as to which Awards have not been granted, subject to any required
stockholder approval or any stockholder approval which the Board may deem to be
advisable. The Board of Directors may not, without the consent of the holder of
an Award, alter or impair any Award previously granted or awarded under the
Option Plan except as specifically authorized by the Option Plan.
Unless sooner terminated, the Option Plan shall continue in effect for
a period of ten years from July 29, 1999, the date the Option Plan was adopted
by the Board of Directors. Termination of the Option Plan shall not affect any
previously granted Awards.
Federal Income Tax Consequences
Under current provisions of the Code, the federal income tax treatment
of incentive stock options and compensatory stock options is different. With
respect to incentive stock options, an optionee who meets certain holding period
requirements will not recognize income at the time the option is granted or at
the time the option is exercised, and a federal income tax deduction generally
will not be available to the Company at any time as a result of such grant or
exercise. With respect to compensatory stock options, the difference between the
fair market value on the date of exercise and the option exercise price
generally will be treated as compensation income upon exercise, and the Company
will be entitled to a deduction in the amount of income so recognized by the
optionee. Upon the exercise of a stock appreciation right, the holder will
realize income for federal income tax purposes equal to the amount received by
him, whether in cash, shares of stock or both, and the Company will be entitled
to a deduction for federal income tax purposes in the same amount.
Section 162(m) of the Code generally limits the deduction for certain
compensation in excess of $1.0 million per year paid by a publicly traded
corporation to its chief executive officer and the four other most highly
compensated executive officers ("covered executives"). Certain types of
compensation, including compensation based on performance goals, are excluded
from the $1.0 million deduction limitation. In order for compensation to qualify
for this exception, (1) it must be paid solely on account of the attainment of
one or more pre-established, objective performance goals; (2) the performance
goal must be established by a compensation committee consisting solely of two or
more outside directors, as defined; (3) the material terms under which the
compensation is to be paid, including performance goals, must be disclosed to,
and approved by, stockholders in a separate vote prior to payment; and (4) prior
to payment, the compensation committee must certify that the
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performance goals and any other material terms were in fact satisfied (the
"Certification Requirement").
Treasury regulations provide that compensation attributable to a stock
option or stock appreciation right is deemed to satisfy the requirement that
compensation be paid solely on account of the attainment of one or more
performance goals if: (1) the grant is made by a compensation committee
consisting solely of two or more outside directors, as defined; (2) the plan
under which the option or stock appreciation right is granted states the maximum
number of shares with respect to which options or stock appreciation rights may
be granted during a specified period to any employee; and (3) under the terms of
the option or stock appreciation right, the amount of compensation the employee
could receive is based solely on an increase in the value of the stock after the
date of grant or award. The Certification Requirement is not necessary if these
other requirements are satisfied.
The Option Plan has been designed to meet the requirements of Section
162(m) of the Code and, as a result, the Company believes that compensation
attributable to stock options and stock appreciation rights granted under the
Option Plan in accordance with the foregoing requirements will be fully
deductible under Section 162(m) of the Code. The Company also does not expect
the compensation for its covered executives to exceed the $1.0 million
threshold. If the non-excluded compensation of a covered executive exceeded $1.0
million, however, compensation attributable to other awards, such as restricted
stock, may not be fully deductible unless the grant or vesting of the award is
contingent on the attainment of a performance goal determined by a compensation
committee meeting specified requirements and disclosed to and approved by the
stockholders of the Company. The Board of Directors believes that the likelihood
of any impact on the Company from the deduction limitation contained in Section
162(m) of the Code is remote at this time.
The above description of tax consequences under federal law is
necessarily general in nature and does not purport to be complete. Moreover,
statutory provisions are subject to change, as are their interpretations, and
their application may vary in individual circumstances. Finally, the
consequences under applicable state and local income tax laws may not be the
same as under the federal income tax laws.
Accounting Treatment
Stock appreciation rights will, in most cases, require a charge against
the earnings of the Company each year representing appreciation in the value of
such rights over periods in which they become exercisable. Such charge is based
on the difference between the exercise price specified in the related option and
the current market price of the Common Stock. In the event of a decline in the
market price of the Common Stock subsequent to a charge against earnings related
to the estimated costs of stock appreciation rights, a reversal of prior charges
is made in the amount of such decline (but not to exceed aggregate prior
charges).
Neither the grant nor the exercise of an incentive stock option or a
non-qualified stock option under the Option Plan currently requires any charge
against earnings under generally accepted
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accounting principles. In October 1995, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," which is effective for transactions
entered into after December 15, 1995. This Statement establishes financial
accounting and reporting standards for stock-based employee compensation plans.
This Statement defines a fair value method of accounting for an employee stock
option or similar equity instrument and encourages all entities to adopt that
method of accounting for all of their employee stock compensation plans.
However, it also allows an entity to continue to measure compensation cost for
those plans using the intrinsic value method of accounting prescribed by APB
Opinion No. 25, "Accounting for Stock Issued to Employees." Under the fair value
method, compensation cost is measured at the grant date based on the value of
the award and is recognized over the service period, which is usually the
vesting period. Under the intrinsic value method, compensation cost is the
excess, if any, of the quoted market price of the stock at the grant date or
other measurement date over the amount an employee must pay to acquire the
stock. The Company anticipates that it will use the intrinsic value method, in
which event pro forma disclosure will be included in the footnotes to the
Company's financial statements to show what net income and earnings per share
would have been if the fair value method had been utilized. If the Company
elects to utilize the fair value method, its net income and earnings per share
may be adversely affected.
Stockholder Approval
No Awards will be granted under the Option Plan unless the Option Plan
is approved by stockholders. Stockholder approval of the Option Plan will also
satisfy the requirements of the Nasdaq Stock Market and the Code.
The Board of Directors recommends that stockholders vote FOR adoption
of the 1999 Stock Option Plan.
PROPOSAL TO ADOPT THE 1999 RECOGNITION
AND RETENTION PLAN AND TRUST AGREEMENT
General
The Board of Directors of the Company has adopted the Recognition Plan,
the objective of which is to enable the Company to provide officers, key
employees and directors with a proprietary interest in the Company and as an
incentive to contribute to its success. Officers, key employees and directors of
the Company and the Association who are selected by the Board of Directors of
the Company or members of a committee appointed by the Board will be eligible to
receive benefits under the Recognition Plan. If stockholder approval is
obtained, shares will be granted to officers, key employees and directors as
determined by the Committee or the Board of Directors.
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Description of the Recognition Plan
The following description of the Recognition Plan is a summary of its
terms and is qualified in its entirety by reference to the Recognition Plan, a
copy of which is attached hereto as Appendix B.
Administration. A committee of the Board of Directors of the Company
will administer the Recognition Plan, which shall consist of two or more members
of the Board, each of whom shall be a non-employee director of the Company. The
members of the Committee will initially consist of Messrs. Pruitt, Stanley and
Steinmetz who will also serve as trustees of the trust established pursuant to
the Recognition Plan ("Trust"). The trustees will have the responsibility to
invest all funds contributed by the Company to the Trust.
Upon stockholder approval of the Recognition Plan, the Company will
contribute sufficient funds to the Trust so that the Trust can purchase a number
of shares of Common Stock equal to 4% of the Common Stock sold in the
Conversion, or 8,434 shares. The number of shares subject to the Recognition
Plan and any awards outstanding in the future will be adjusted in the event of a
stock split, stock dividend or other change in the Common Stock. It is currently
anticipated that these shares will be acquired through open market purchases to
the extent available, although the Company reserves the right to issue
previously unissued shares or treasury shares to the Recognition Plan. The
issuance of new shares by the Company would be dilutive to the voting rights of
existing stockholders and to the Company's book value per share and earnings per
share.
Grants. Shares of Common Stock granted pursuant to the Recognition Plan
will be in the form of restricted stock payable at the rate specified by the
Board of the Committee. A recipient will be entitled to all voting and other
stockholder rights with respect to shares which have been earned and allocated
under the Recognition Plan. In addition, recipients of shares of restricted
stock that have been granted pursuant to the Recognition Plan that have not yet
been earned and distributed (other than shares granted pursuant to Performance
Share Awards (as defined below)) are entitled to direct the trustees of the
Trust as to the voting of such shares on the recipients' behalf. However, until
such shares have been earned and allocated, they may not be sold, assigned,
pledged or otherwise disposed of and are required to be held in the Trust. In
addition, any cash dividends, stock dividends or returns of capital declared in
respect of unvested share awards will be held by the Trust for the benefit of
the recipients and such dividends, including any interest thereon, will be paid
out proportionately by the Trust to the recipients thereof as soon as
practicable after the share awards become earned.
If a recipient terminates employment or service with the Company for
any reason, the recipient will forfeit all rights to the allocated shares under
restriction, except as set forth below. All shares subject to an award held by a
recipient whose employment or service with the Company or any subsidiary
terminates due to death, disability or retirement shall be deemed earned as of
the recipient's last day of employment or service with the Company or any
subsidiary and shall be distributed as soon as practicable thereafter. All
shares subject to an award held by a recipient shall
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<PAGE>
be deemed to be earned as of the effective date of a change in control of the
Company, as defined in the Recognition Plan.
Performance Share Awards. The Recognition Plan provides the Committee
with the ability to condition or restrict the vesting or exercisability of any
Recognition Plan award upon the achievement of performance targets or goals as
set forth under the Recognition Plan. Any Recognition Plan award subject to such
conditions or restrictions is considered to be a "Performance Share Award."
Subject to the express provisions of the Recognition Plan and as discussed in
this paragraph, the Committee has discretion to determine the terms of any
Performance Share Award, including the amount of the award, or a formula for
determining such, the performance criteria and level of achievement related to
these criteria which determine the amount of the award granted, issued,
retainable and/or vested, the period as to which performance shall be measured
for determining achievement of performance (a "performance period"), the timing
of delivery of any awards earned, forfeiture provisions, the effect of
termination of employment for various reasons, and such further terms and
conditions, in each case not inconsistent with the Recognition Plan, as may be
determined from time to time by the Committee. Each Performance Share Award
shall be granted and administered to comply with the requirements of Section
162(m) of the Code. Accordingly, the performance criteria upon which Performance
Share Awards are granted, issued, retained and/or vested shall be a measure
based on one or more Performance Goals (as defined below). Notwithstanding
satisfaction of any Performance Goals, the number of shares granted, issued,
retainable and/or vested under a Performance Share Award may be reduced or
eliminated, but not increased, by the Committee on the basis of such further
considerations as the Committee in its sole discretion shall determine.
Subject to stockholder approval of the Plan, the Performance Goals for
any Performance Share Award shall be based upon any one or more of the following
performance criteria, either individually, alternatively or any combination,
applied to either the Company as a whole or to a business unit or subsidiary,
either individually, alternatively or in any combination, and measured either on
an absolute basis or relative to a pre-established target, to previous years'
results or to a designated comparison group, in each case as pre-established by
the Committee under the terms of the Performance Share Award: net income, as
adjusted for non-recurring items; cash earnings; earnings per share; cash
earnings per share; return on average equity; return on average assets; asset
quality; stock price; total stockholder return; capital; net interest income;
market share; cost control or efficiency ratio; and asset growth.
Shares to be Granted. The Board of Directors of the Company adopted the
Recognition Plan and the Committee established thereunder intends to grant
shares to executive officers, key employees and non-employee directors of the
Company and the Association. It is currently anticipated that each of the four
non-employee directors and each executive officer will be granted restricted
stock awards, although the amounts have not yet been determined. Other than as
set forth above, the timing of any such grants, the individual recipients and
the specific amounts of such grants have not been determined.
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The Company and the Association have a total of seven employees and
four non-employee directors who may be entitled to receive awards under the
Recognition Plan. The closing price for the Common Stock was $10.125 on August
30, 1999.
Amendment and Termination of the Recognition Plan. The Board of
Directors may at any time terminate or amend the Recognition Plan, subject to
any required stockholder approval or any stockholder approval which the Board
may deem to be advisable. The Board of Directors may not, without the consent of
the holder of an award, alter or impair any award previously granted under the
Recognition Plan except as specifically authorized by the Recognition Plan.
Any termination of the Recognition Plan would not affect awards
previously granted, and such awards would remain valid and in effect until they
(a) have been fully earned, (b) are surrendered, or (c) expire or are forfeited
in accordance with their terms.
Federal Income Tax Consequences
Pursuant to Section 83 of the Code, recipients of Recognition Plan
awards will recognize ordinary income in an amount equal to the fair market
value of the shares of Common Stock granted to them at the time that the shares
vest and become transferable. A recipient of a Recognition Plan award who is a
non-employee director or an executive officer may elect, with the Committee's
concurrence, to defer the receipt of shares subject to restricted stock awards,
other than shares subject to Performance Share Awards. Such deferral must comply
with the provisions of the Recognition Plan and other requirements as may be
established by the Board of Directors. A recipient may also elect, however, to
accelerate the recognition of income with respect to his or her grant to the
time when shares of Common Stock are first transferred to him or her,
notwithstanding the vesting schedule of such awards. The Company will be
entitled to deduct as a compensation expense for tax purposes the same amounts
recognized as income by recipients of Recognition Plan awards in the year in
which such amounts are included in income.
Section 162(m) of the Code generally limits the deduction for certain
compensation in excess of $1.0 million per year paid by a publicly traded
corporation to its covered executives. Certain types of compensation, including
compensation based on performance goals, are excluded from the 1.0 million
deduction limitation. In order for compensation to qualify for this exception,
(1) it must be paid solely on account of the attainment of one or more
pre-established, objective performance goals; (2) the performance goal must be
established by a compensation committee consisting solely of two or more outside
directors, as defined; (3) the material terms under which the compensation is to
be paid, including performance goals, must be disclosed to and approved by
stockholders in a separate vote prior to payment; and (4) prior to payment, the
compensation committee must certify that the performance goals and any other
material terms were in fact satisfied.
The Recognition Plan has been designed to meet the requirements of
Section 162(m) of the Code and, as a result, the Company believes that
compensation attributable to Performance Share Awards granted under the
Recognition Plan in accordance with the foregoing requirements will be
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fully deductible under Section 162(m) of the Code. The Board of Directors
believes that the likelihood of any impact on the Company from the deduction
limitation contained in Section 162(m) of the Code is remote at this time.
The above description of tax consequences under federal law is
necessarily general in nature and does not purport to be complete. Moreover,
statutory provisions are subject to change, as are their interpretations, and
their application may vary in individual circumstances. Finally, the
consequences under applicable state and local income tax laws may not be the
same as under the federal income tax laws.
Accounting Treatment
For a discussion of SFAS No. 123, see "Proposal to Adopt the 1999 Stock
Option Plan Accounting Treatment." Under the intrinsic value method, the Company
will also recognize a compensation expense as shares of Common Stock granted
pursuant to the Recognition Plan vest. The amount of compensation expense
recognized for accounting purposes is based upon the fair market value of the
Common Stock at the date of grant to recipients, rather than the fair market
value at the time of vesting for tax purposes. The vesting of plan share awards
will have the effect of increasing the Company's compensation expense.
Stockholder Approval
No shares will be granted under the Recognition Plan unless the
Recognition Plan is approved by stockholders. Stockholder approval of the
Recognition Plan will satisfy the requirements of the Nasdaq Stock Market.
The Board of Directors recommends that stockholders vote FOR adoption
of the 1999 Recognition and Retention Plan and Trust Agreement.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Company has not yet paid separate compensation directly to its
officers. The following table sets forth a summary of certain information
concerning the compensation paid by the Association for services rendered in all
capacities during the year ended December 31, 1998 to the President and Chief
Executive Officer of the Company and the Association. No executive officer of
the Association received total compensation in excess of $100,000 during 1998.
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<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------------
Name and Principal All-Other
Position Year Salary(1) Bonus Other(2) Compensation(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
G. Lloyd Bouchereau, Jr., 1998 $79,200 $8,000 $ -- $12,822
President and Chief 1997 75,600 6,400 -- 10,680
Executive Officer 1996 69,600 6,200 -- 10,290
</TABLE>
- -----------------
(1) Includes directors' fees of $12,000, $10,800 and $7,200 in 1998, 1997
and 1996, respectively.
(2) Annual compensation does not include amounts attributable to other
miscellaneous benefits received by Mr. Bouchereau. The costs to the
Association of providing such benefits during 1998 did not exceed 10%
of the total salary and bonus paid to or accrued for the benefit of
such individual executive officer.
(3) Consists of amounts allocated, accrued or paid by the Association on
behalf of Mr. Bouchereau pursuant to the Association's Profit Sharing
Plan and, in 1998, $1,542 of Common Stock allocated to Mr. Bouchereau's
ESOP account.
Employment Agreements
In connection with the Conversion, the Company and the Association (the
"Employers") entered into employment agreements with each of Messrs. Bouchereau
and Strickland. The Employers have agreed to employ the executives for a term of
three years commencing September 30, 1998, in each case in their current
respective positions. The agreements provide that Messrs. Bouchereau and
Strickland will initially be paid their current salary levels of $67,200 and
$38,400, respectively. The executives' compensation and expenses shall be paid
by the Company and the Association in the same proportion as the time and
services actually expended by the executives on behalf of each respective
Employer. The employment agreements will be reviewed annually, and the term of
the executives' employment agreements shall be extended each year for a
successive additional one-year period upon the approval of the Employers' Boards
of Directors, unless either party elects, not less than 30 days prior to the
annual anniversary date, not to extend the employment term. The term of the
agreements was recently extended for an additional year so that they now expire
on September 30, 2002.
Each of the employment agreements are terminable with or without cause
by the Employers. The executives have no right to compensation or other benefits
pursuant to the employment agreements for any period after voluntary termination
by the Employers for cause, disability or retirement. The agreements provide for
certain benefits in the event of the executive's death. In the
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<PAGE>
event that (1) either executive terminates his employment because of failure to
comply with any material provision of the employment agreements or the Employers
change the executive's title or duties or (2) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the executive as a result of certain adverse actions which are taken
with respect to the executive's employment following a change in control of the
Company, as defined, then the executive will be entitled to a cash severance
amount equal to three times his average annual compensation for the last five
calendar years (or such shorter period that he has worked with the Association),
plus the continuation of certain miscellaneous fringe benefits, subject to
reduction pursuant to Section 280G of the Code as set forth below in the event
of a change in control.
A change in control is generally defined in the employment agreements
to include any change in control of the Company required to be reported under
the federal securities laws, as well as (1) the acquisition by any person of 20%
or more of the Company's outstanding voting securities or (2) a change in a
majority of the directors of the Company during any three-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.
Each 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 "parachute payments" within the meaning of Section 280G of
the Code, then such payments and benefits received thereunder shall be reduced
by the amount which is the minimum necessary to result in the payments not
exceeding three times the recipient's average annual compensation from the
Employers which was includable in the recipient's gross income during the most
recent five taxable years (the "Section 280G Limit"). As a result, none of the
severance payments will be subject to a 20% excise tax, and the Employers will
be able to deduct such payments as compensation expense for federal income tax
purposes. If a change in control was to occur in 1999, the Section 280G Limit
for Messrs. Bouchereau and Strickland would be approximately $207,000 and
$116,000, respectively.
Although the above-described 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 antitakeover
effect. The Company and/or the Association may determine to enter into similar
employment agreements with other officers in the future.
Profit Sharing Plan
The Association maintains an Employee Profit Sharing Plan (the "Profit
Sharing Plan"), which is a tax-qualified defined contribution plan. Full-time
employees who have been credited with at least one year of service and who have
attained age 21 are eligible to participate in the Profit Sharing Plan. The
Association generally contributes each year an amount to the Profit Sharing Plan
equal to 15% of the gross salaries of eligible employees, and the contributions
for 1998, 1997 and 1996 were $28,500, $31,000 and $23,000, respectively.
Employees become vested as to their
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<PAGE>
account balances at the rate of 20% per year after three years of service and
are 100% vested after seven years of service. Benefits are payable upon
retirement, death or disability.
Employee Stock Ownership Plan
The Company has established the ESOP for employees of the Company and
the Association. Full-time employees of the Company and the Association who have
been credited with at least 1,000 hours of service during a 12-month period and
who have attained age 21 are eligible to participate in the ESOP.
The ESOP borrowed $168,690 from the Company in order to fund the
purchase of 8% of the Common Stock sold in the Conversion. The amount of the
loan equaled 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
interest rate for the ESOP loan is a fixed rate of 8.5%. 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 to participants on a pro rata basis as debt
service payments are made. Shares released from the ESOP are allocated to each
eligible participant's ESOP account based on the ratio of each such
participant's base compensation to the total base compensation of all eligible
ESOP participants. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have contributed
to the ESOP. Upon the completion of three years of service, the account balances
of participants within the ESOP will become 20% vested and will continue to vest
at the rate of 20% for each additional year of service completed by the
participant, such that a participant will become 100% vested upon the completion
of seven 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. Bouchereau, Stanley and Strickland serve as trustees of the
ESOP. Under the ESOP, the trustees must generally vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees,
and unallocated shares will generally be voted in the
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<PAGE>
same ratio on any matter as those allocated shares for which instructions are
given, in each case subject to the requirements of applicable law and the
fiduciary duties of the trustees.
Generally accepted accounting principles 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's loan is from the Company, the loan is not
treated as a liability, but rather the amount of the loan 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
John L. Delahaye, a director of the Association, is a partner in the
firm of Borron & Delahaye, which serves as general counsel to the Association.
During 1998, Borron & Delahaye received a monthly retainer of $400 from the
Association and approximately $33,000 of legal fees in connection with real
estate loan closings. All of the loan 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
In the ordinary course of business, the Association makes loans
available to it directors, officers and employees. 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 June 30, 1999, the
Association had 26 loans outstanding to directors and executives officers of the
Association, or members of their immediate families. These loans totaled
approximately $1.1 million or 33.2% of the Company's total stockholders' equity
at June 30, 1999.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April 2000, must be received at
the principal executive offices of the Company, 23910 Railroad Avenue,
Plaquemine, Louisiana 70764, Attention: Gary K. Pruitt, Secretary, no later than
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<PAGE>
November 22, 1999. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent 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 120
days prior to the anniversary date of the mailing of the proxy materials by the
Company for the immediately preceding annual meeting of stockholders of the
Company.
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, matters incident to the
conduct of the meeting, and upon such other matters as may properly come before
the Special Meeting. Management is not aware of any business that may properly
come before the Special Meeting other than the matters described above in this
Proxy Statement. However, if any other matters should properly come before the
meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons
voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
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.
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REVOCABLE PROXY
IBL Bancorp, Inc.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF IBL BANCORP,
INC. FOR USE ONLY AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER
20, 1999 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 Special Meeting of Stockholders of the Company
to be held at the Company's office located at 23910 Railroad Avenue, Plaquemine,
Louisiana 70764, on October 20, 1999, at 10:00 a.m., Central Time, or at any
adjournment thereof, with all the powers that the undersigned would possess if
personally present, as follows:
1. Proposal to adopt the 1999 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to adopt the 1999 Recognition and Retention Plan and Trust
Agreement.
[ ] 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, 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 Proposals 1 and 2. Shares
of common stock of the Company will be voted as specified. If no specification
is made, shares will be voted for Proposal 1 and for Proposal 2, and otherwise
at the discretion of the proxies. This proxy may be revoked at any time before
it is exercised.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
-------------------------------------
Date
-------------------------------------
Stockholder sign above
-------------------------------------
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
IBL Bancorp, Inc.
The above signed hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders of IBL Bancorp, Inc. called for October 20, 1999 and a
Proxy Statement for the Special Meeting.
Please sign exactly as your name(s) appear on this Proxy. Only one
signature is required in the case of a joint account. When signing in a
representative capacity, please give title.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN
THIS PROXY CARD USING THE ENCLOSED ENVELOPE.
