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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
IBL BANCORP, INC.
23910 Railroad Avenue
Plaquemine, Louisiana 70764
(225) 687-6337
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To
Be Held on April 26, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of IBL Bancorp, Inc. (the "Company") will be held at the Company's
office located at 23910 Railroad Avenue, Plaquemine, Louisiana 70764 on
Wednesday, April 26, 2000 at 10:00 a.m., Central Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect two directors for terms of three years or until their
successors have been elected and qualified;
(2) To ratify the appointment of L.A. Champagne & Co., L.L.P. as
the Company's independent auditors for the year ending
December 31, 2000; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the meeting,
management is not aware of any other such business.
Stockholders of record of the Company as of the close of business on
March 6, 2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/G. Lloyd Bouchereau, Jr.,
----------------------------
G. Lloyd Bouchereau, Jr.,
President and
Chief Executive Officer
Plaquemine, Louisiana
March 24, 2000
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YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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<PAGE>
IBL BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2000
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"),
which 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 (the "Conversion").
Proxies are being solicited on behalf of the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Company's office located at 23910 Railroad Avenue, Plaquemine,
Louisiana 70764 on Wednesday, April 26, 2000 at 10:00 a.m., Central Time, and at
any adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about March 24, 2000.
Each proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described herein and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
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 Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING AND REQUIRED VOTES
Only stockholders of record at the close of business on March 6, 2000
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. 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. Each share of Common Stock outstanding is entitled to one vote at
the Annual Meeting on each matter properly presented at the Annual Meeting.
<PAGE>
Directors are elected by a plurality of the votes cast with a quorum
present. A quorum consists of stockholders representing, either in person or by
proxy, a majority of the outstanding Common Stock entitled to vote at the
meeting. Abstentions are considered in determining the presence of a quorum but
will not affect the plurality vote required for the election of directors. The
affirmative vote of the holders of a majority of the total votes present in
person or by proxy is required to ratify the appointment of the independent
auditors. Under rules applicable to broker-dealers, the election of directors
and the ratification of the auditors are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions and for which there will not
be "broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that the Board of Directors
shall consist of six members, and the Articles of Incorporation and Bylaws of
the Company presently provide that the Board of Directors shall be divided into
three classes as nearly equal in number as possible. The members of each class
are to be elected for a term of three years or until their successors are
elected and qualified. One class of directors is to be elected annually. There
are no arrangements or understandings between the Company and any person
pursuant to which such person has been elected or nominated as a director, and
no director or nominee for director is related to any other director, nominee
for director or executive officer of the Company by blood, marriage or adoption.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
2
<PAGE>
<TABLE>
<CAPTION>
Position with the Company and the
Association and Principal Occupation Director
Name Age(1) During the Past Five Years Since(2)
- ---- ------ -------------------------- --------
<S> <C> <C> <C>
Nominees for Term Expiring in 2000
Gary K. Pruitt 58 Secretary-Treasurer of the Association since 1995
1996 and of the Company since
June 1998; retired; formerly
Executive Director of the
Greater Baton Rouge Port
Commission in Port Allen,
Louisiana until June 1998
Edward J. Steinmetz 48 Regional Manufacturing Manager with Borden
Chemical, Inc. in 1997 Donaldsonville,
Louisiana since June 1999; prior thereto,
Plant Manager of Ashland Chemical Co.,
a methanol plant in
Plaquemine, Louisiana
</TABLE>
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Directors Whose Terms Expire in 2001
John L. Delahaye 53 Attorney with the law firm of Borron & 1983
Delahaye in Plaquemine, Louisiana since
1974
Danny M. Strickland 33 Loan Officer of the Association since 1995; 1998
Vice-President of the Association and
Company since 1998; Branch Manager of
Transamerica Financial Services in
Lafayette, Louisiana from July 1993 to
December 1994; prior thereto, Assistant
Branch Manager of Transamerica
Financial Services
Directors Whose Terms Expire in 2002
G. Lloyd Bouchereau, Jr. 58 President and Chief Executive Officer of the 1968
Association since 1978 and of the Company
since June 1998; employed by the
Association since 1966
Bobby E. Stanley 59 Self employed public accountant 1988
</TABLE>
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(1) As of December 31, 1999.
(2) Includes service as a director of the Association.
3
<PAGE>
Stockholder Nominations
Article 6.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who
has complied with the notice provisions in that section. Stockholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company not later than
120 days prior to the anniversary date of the initial mailing of proxy materials
by the Company in connection with the immediately preceding annual meeting.
Article 6.F also requires the notice of stockholder nominations to provide
certain information.
Board Meetings and Committees
The Board of Directors of the Company met 11 times during the year ended
December 31, 1999. Directors of the Company receive no fees from the Company for
attending Board of Directors meetings or committee meetings. The Board of
Directors has an audit committee as described below. The Board of Directors of
the Company does not have any separate executive, compensation or nominating
committees. No director of the Company attended fewer than 75% in the aggregate
of the meetings of the Board of Directors held during 1999 and the total number
of meetings held by all committees of the Board on which he served during the
year.
The Audit Committee reviews the scope and results of the audit performed
by the Company's independent auditors and reviews with management and such
independent auditors the Company's system of internal control and audit. The
Audit Committee also reviews all examination and other reports by federal
banking regulators. The members of the Audit Committee for both the Company and
the Association are Messrs. Pruitt (Chairman), Delahaye and Steinmetz. The Audit
Committee is the same for the Company and the Association and met twice in 1999.
The full Board of Directors of the Company serves as the Nominating
Committee and met once during 1999 in such capacity. Although the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders of the Company. Article 6.F
of the Company's Articles of Incorporation provides certain procedures which
stockholders must follow in making director nominations.
Regular meetings of the Board of Directors of the Association are held
once a month and special meetings of the Board of Directors are held from
time-to-time as needed. There were 17 meetings of the Board of Directors of the
Association held during 1999. No director attended fewer than 75% of the total
number of meetings of the Board of Directors of the Association during 1999 and
the total number of meetings held by all committees of the Board on which the
director served during such year.
4
<PAGE>
The Board of Directors of the Association does not have any separate
executive, compensation or nominating committees.
Directors' Compensation
Each director of the Association receives $600 for each meeting of the
Board of Directors or a committee of the Board. Directors are paid for up to two
excused absences from meetings per year.
Executive Officers
The only executive officers of the Company and the Association are
Messrs. Bouchereau and Strickland, who are also directors of the Company and the
Association.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (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
March 6, 2000(1)(2)(3)
----------------------
Name of Beneficial Owner Amount %
- -------------------------------------------------------------------------------------
<S> <C> <C>
IBL Bancorp, Inc. 16,869(4) 8.0%
Employee Stock Ownership Plan Trust
23910 Railroad Avenue
Plaquemine, Louisiana 70764
Directors:
G. Lloyd Bouchereau, Jr. 14,736(5) 6.9%
John L. Delahaye 9,046(6) 4.3%
Gary K. Pruitt 8,546(7) 4.0%
Bobby E. Stanley 11,546(8) 5.5%
Edward J. Steinmetz 7,546(9) 3.6%
Danny M. Strickland 6,170(10) 2.9%
All directors and executive officers of the
Company and the Association as a group (six persons) 57,590(4) 26.6%
</TABLE>
(Footnotes on next page)
5
<PAGE>
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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 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) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the date shown pursuant to the exercise of outstanding stock
options. Shares of Common Stock which are subject to stock options are
deemed to be outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other person or group. The amounts set forth in the table
include shares which may be received upon the exercise of stock options
pursuant to the 1999 Stock Option Plan within 60 days of the date shown
as follows: for Mr. Bouchereau, 1,757 shares; for Mr. Strickland, 1,406
shares; for each of Messrs. Delahaye, Pruitt, Stanley and Steinmetz, 703
shares; and for all directors and executive officers as a group, 5,975
shares.
(3) Includes unvested restricted shares granted pursuant to the Company's
1999 Recognition and Retention Plan as follows: for Mr. Bouchereau, 1,405
shares; for Mr. Strickland, 1,125 shares; for each of Messrs. Delahaye,
Pruitt, Stanley and Steinmetz, 562 shares; and for all directors and
executive officers as a group, 4,778 shares. While these restricted
shares have not yet vested or been distributed to the recipient of the
grant, the grant recipients are entitled to vote the restricted shares.
(4) 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, 14,760 shares of Common Stock held in the
Trust were unallocated and 2,109 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 generally be disregarded in
determining the percentage of stock voted for and against each proposal
by the participants and beneficiaries. The amount
6
<PAGE>
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 1,423 shares allocated to the ESOP
accounts of the two executive officers.
(5) 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 871
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.
(6) Includes 3,750 shares held by Mr. Delahaye's spouse, with whom voting and
dispositive power is shared.
(7) Includes 1,000 shares held by Mr. Pruitt's spouse, with whom voting and
dispositive power is shared.
(8) 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.
(9) Includes 6,000 shares held jointly with his spouse.
(10) Includes 552 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") and the National Association
of Securities Dealers, Inc. ("NASD") by specific dates. Based on representations
of its directors and officers and copies of the reports that they have filed
with the Commission and the NASD, the Company believes that all of these filing
requirements were satisfied by the Company's directors and officers in the year
ended December 31, 1999.
7
<PAGE>
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, 1999 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 1999.
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------------- ------------------------ -------
Other Restricted Securities
Name and Fiscal Annual Stock Underlying LTIP All Other
Principal Position Year Salary(1) Bonus Compensation(2) Award(3) Options(4) Payouts Compensation(5)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G. Lloyd Bouchereau, Jr. 1999 $77,400 $2,000 -- $22,134 5,272 -- $16,763
President and Chief 1998 79,200 8,000 -- -- -- -- 12,822
Executive Officer 1997 75,600 6,400 -- -- -- -- 10,680
</TABLE>
- -----------------
(1) Includes directors' fees of $10,200 in 1999, $12,000 in 1998, and $10,800
in 1997.
(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 1999 did not exceed 10% of
the total salary and bonus paid to or accrued for the benefit of such
individual executive officer.
(3) Represents the grant of 2,108 shares of restricted Common Stock pursuant
to the 1999 Recognition and Retention Plan and Trust Agreement, which
shares were deemed to have had the indicated value at the date of grant.
The 1,405 unvested shares of restricted stock had a fair market value of
$15,104 at December 31, 1999, based on the $10.75 per share closing
market price on such date. The award vested one-third on the date of
grant, and an additional one-third will vest on each of the first two
annual anniversary dates. Dividends are paid on the restricted shares.
(4) Consists of stock options granted pursuant to the 1999 Stock Option Plan.
One-third of the options vested and became exercisable on the date of
grant, and an additional one-third will vest on each of the first two
annual anniversary dates.
(5) Consists of amounts allocated, accrued or paid by the Association on
behalf of Mr. Bouchereau pursuant to the Association's Profit Sharing
Plan and allocations of Common Stock to Mr. Bouchereau's ESOP account
($7,577 in 1999 and $1,542 in 1998).
8
<PAGE>
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 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.
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 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 Internal Revenue Code of 1986, as amended (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.
9
<PAGE>
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 2000, the Section 280G Limit
for Messrs. Bouchereau and Strickland would be approximately $253,000 and
$138,000, 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.
Existing Stock Options
The following table sets forth, with respect to the executive officer
named in the Summary Compensation Table, information with respect to stock
options granted during 1999.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------
Percent of Total
Options Options Granted to Exercise
Name Granted Employees(2) Price Expiration Date
---- ------- ------------ ----- ---------------
<S> <C> <C> <C> <C>
G. Lloyd Bouchereau, Jr. 5,272(1) 29.4% $10.50(3) November 17, 2009
</TABLE>
- ---------------------
(1) None of the indicated awards were accompanied by stock appreciation
rights.
(2) Percentage of options granted to all employees and directors during 1999.
(3) The exercise price was based on the market price of the Common Stock on
the date of the grant.
No options were exercised by executive officers during 1999. The
following table sets forth, with respect to the executive officer named in the
Summary Compensation Table, information with respect to the number of shares of
Common Stock covered by options held at the end of the fiscal year and the value
with respect thereto.
10
<PAGE>
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options in the Money Options
at Fiscal Year End at Fiscal Year End(1)
-------------------- ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
G. Lloyd Bouchereau, Jr. 1,757 3,515 $439 $879
</TABLE>
- ---------------
(1) Based on a per share market price of Common Stock of $10.75 at December
31, 1999, minus the applicable exercise price per share.
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. Over the
past several years, the Association generally contributed each year an amount to
the Profit Sharing Plan equal to 15% of the gross salaries of eligible
employees. In 1997 and 1998, 15% contributions were made by the Association in
the amounts of $31,000 and $28,500, respectively. In 1999, management decided to
reduce the contribution to the Profit Sharing Plan to 10% of gross salaries, for
an aggregate contribution of $22,000. Employees become vested as to their
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,
11
<PAGE>
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 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
1999, Borron & Delahaye received a monthly retainer of $400 from the Association
and approximately $27,000 of legal fees in connection
12
<PAGE>
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
From August 1989 through November 1996, applicable law required that all
loans or extensions of credit to executive officers and directors be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
not involve more than the normal risk of repayment or present other unfavorable
features. In addition, loans made to a director or executive officer in excess
of the greater of $25,000 or 5% of the Association's capital and surplus (up to
a maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors.
Except as hereinafter indicated, all loans made by the Association to its
executive officers and directors are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.
In accordance with applicable regulations, the Association makes loans to
its directors, officers and employees. These loans are generally made on the
same terms as comparable loans to unaffiliated third parties, except that the
Association waives the 1% loan origination fee. The following table sets forth
certain information relating to preferential loans to executive officers and
directors which exceeded $60,000 during 1999. At December 31, 1999, the
Association had three preferential loans outstanding to directors and executive
officers of the Association, or members of their immediate families. These loans
totaled approximately $120,000 or 3.4% of the Company's total stockholders'
equity at December 31, 1999.
<TABLE>
<CAPTION>
Highest
Principal
Year Balance from Principal Interest
Nature of Loan 1/1/99 to Balance at Rate as of
Name and Position Indebtedness Made 12/31/99 12/31/99 12/31/99
----------------- ------------ ---- -------- -------- --------
<S> <C> <C> <C> <C> <C>
G. Lloyd Bouchereau, Jr., Residential mortgage 1995 $ 67,623 $54,134 7.31%(1)
Director, President and Second mortgage 1999 7,600 7,600 8.50
Chief Executive Officer
Edward J. Steinmetz, Residential mortgage 1999 66,700 58,186 7.21(1)
Director
</TABLE>
- -----------------
(1) The interest rate adjusts annually.
13
<PAGE>
The Board of Directors of the Company has appointed L.A. Champagne & Co.,
L.L.P., independent certified public accountants, to perform the audit of the
Company's consolidated financial statements for the year ending December 31,
2000, and has further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting.
The Company has been advised by L.A. Champagne & Co., L.L.P. that neither
that firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. L.A. Champagne & Co., L.L.P. will have
one or more representatives at the Annual Meeting who will have an opportunity
to make a statement, if they so desire, and who will be available to respond to
appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of L.A. Champagne & Co., L.L.P. as independent auditors for the
year ending December 31, 2000.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April 2001, 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
November 27, 2000. 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 initial mailing of proxy materials by
the Company in connection with the Company's immediately preceding annual
stockholders' meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1999 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
14
<PAGE>
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR THE YEAR ENDED DECEMBER 31, 1999 AND A LIST OF THE EXHIBITS THERETO REQUIRED
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE 1934 ACT. SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO DANNY M. STRICKLAND, VICE PRESIDENT, IBL
BANCORP, INC., 23910 RAILROAD AVENUE, PLAQUEMINE, LOUISIANA 70764. THE FORM
10-KSB IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the Annual Meeting. Management is not aware
of any business that may properly come before the Annual Meeting other than
those matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The Company may solicit proxies by mail, advertisement, telephone,
facsimile, telegraph and personal solicitation. Directors and executive officers
of the Company and the Association may solicit proxies personally or by
telephone without additional compensation. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy solicitation materials to the
beneficial owners of the Company's Common Stock.
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.
15
<PAGE>
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 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2000
AND AT ANY ADJOURNMENT THEREOF. The undersigned hereby appoints the Board of
Directors of the Company, or any successors thereto, as proxies, with full
powers of substitution, to vote the shares of the undersigned at the Annual
Meeting of Stockholders of the Company to be held at the Company's office
located at 23910 Railroad Avenue, Plaquemine, Louisiana 70764, on April 26,
2000, 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. Election of Directors
Nominees for three-year term:
With- For All
For hold Except
[ ] [ ] [ ]
Gary K. Pruitt and Edward J. Steinmetz
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
For Against Abstain
[ ] [ ] [ ]
2. Proposal to ratify the appointment of L.A. Champagne & Co., L.L.P. as the
Company's independent auditors for the year ending December 31, 2000.
In their discretion, the proxies are authorized to vote with respect to approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if the nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of Directors'
nominees listed above and FOR Proposal 2. Shares of common stock of the Company
will be voted as specified. If no specification is made, shares will be voted
for the election of the Board of Directors' nominees to the Board of Directors,
for Proposal 2, and otherwise at the discretion of the proxies. This proxy may
not be voted for any person who is not a nominee of the Board of Directors of
the Company. This proxy may be revoked at any time before it is exercised.
<PAGE>
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 acknowledges receipt of the Notice of Annual Meeting of
Stockholders of IBL Bancorp, Inc. called for April 26, 2000, a Proxy Statement
for the Annual Meeting and the 1999 Annual Report to Stockholders. 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.
