[MILLING, BENSON, WOODWARD, HILLYER, PIERSON & MILLER, L.L.P. LETTERHEAD]
February 23, 1998
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Avoca, Incorporated
(Commission File No. 0-9219)
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Gentlemen:
On behalf of Avoca, Incorporated (the "Registrant") and pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended (the "Act"),
we are transmitting herewith, in definitive form, the Registrant's proxy
statement (including related notice of annual meeting, form of proxy and letter
to shareholders) for the Registrant's 1998 annual meeting of shareholders. These
proxy materials, together with the Registrant's 1997 Annual Report to
Shareholders, were first mailed to security holders on or about February 18,
1998.
Under separate cover, pursuant to Rule 14a-3(c) under the Act, the
Registrant is submitting, solely for the information of the Commission, seven
copies of the Registrant's 1997 Annual Report to Shareholders.
If you have any questions, please do not hesitate to call me at the
number written above.
Very truly yours,
/s/ Patrick J. Butler, Jr.
Patrick J. Butler, Jr.
PJB,JR./kf159465
Enclosures
cc: Mr. Paul Hogan, III
Guy C. Lyman, Jr.
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant X
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Filed by a Party other than the Registranto
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Check the appropriate box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
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Avoca, Incorporated
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
Not Applicable
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2) Aggregate number of securities to which transaction applies:
Not Applicable
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
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4) Proposed maximum aggregate value of transaction:
Not Applicable
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5) Total fee paid:
Not Applicable
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid: Not Applicable
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2) Form Schedule or Registration Statement No.: Not Applicable
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3) Filing Party: Not Applicable
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4) Date Filed: Not Applicable
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<PAGE>
[AVOCA LETTERHEAD]
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of Avoca, Incorporated will be held
on the second floor of the Main Office of Whitney National Bank, 228 St. Charles
Avenue, New Orleans, Louisiana, on Tuesday, March 17, 1998 at 11:00 a.m. for the
following purposes:
1. Fixing the number of directors for the ensuing year;
2. Election of directors to serve for one year and until their
successors are chosen and have qualified;
3. Transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on February 6, 1998 has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
meeting.
By order of the Board of Directors
M. Cleland Powell, III
Secretary-Treasurer
New Orleans, Louisiana
February 18, 1998
<PAGE>
Avoca, Incorporated
P.O. Box 61260
New Orleans, Louisiana 70161
Proxy Statement
The enclosed proxy is solicited by the Board of Directors of Avoca,
Incorporated ("the Company") for use at the Annual Meeting of Shareholders to be
held on March 17, 1998 and at any adjournment or postponement thereof. If
properly and timely completed and returned, the proxy will be voted in the
manner you specify thereon. If no manner is specified, the proxy will be voted
for management's proposal to fix, at five, the number of directors to be elected
for the ensuing year, and for election of the nominees for director hereinafter
named.
The proxy may be revoked by giving written notice of revocation to the
Company's secretary or by filing a properly executed proxy of later date with
the secretary at or before the meeting.
The cost of soliciting proxies will be borne by the Company. Directors
and officers of the Company may solicit proxies by personal interview, mail,
telephone and other means, but will not receive additional compensation
therefor.
It is expected that this proxy statement and related materials will
first be mailed to shareholders on or about February 18, 1998.
Voting Securities
Only shareholders of record as of the close of business on February 6,
1998 are entitled to vote at the meeting. At that time, 830,500 shares of the
Company's Common Stock (being the Company's only class of authorized stock) were
outstanding. Each share is entitled to one vote. A majority of votes actually
cast (which excludes abstentions and broker nonvotes) shall decide any matter
properly coming before the meeting, except that directors shall be elected by
plurality vote. In the election of directors, shareholders have the right of
cumulative voting, i.e., the right to multiply the number of shares that the
shareholders are entitled to vote by the number of directors to be elected, and
to cast all such votes for one nominee or distribute them among two or more
nominees. The nominees receiving the highest number of votes will be elected.
The enclosed proxy gives proxy holders discretionary authority to cumulate votes
in the election of directors.
2 AVOCA, Incorporated
<PAGE>
The following table provides information as of January 12, 1998
concerning each stockholder known by the Company to be the beneficial owner (as
determined in accordance with applicable rules of the Securities and Exchange
Commission) of more than 5% of its outstanding stock:
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned Class
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Whitney National Bank
228 St. Charles Avenue
New Orleans, Louisiana 70130 268,000 32.27%
Hellenic, Inc.
800 David Drive
Morgan City, Louisiana 70380 72,875 8.77%
Sandy Run Farm L.L.C.
76036 Highway 1082
Covington, Louisiana 70433 59,000 (1) 7.10%
(1) Sandy Run Farm L.L.C. is a limited liability company owned and
controlled by the Estate of Mrs. Dorothy S. Milling and members of Mrs.
Milling's family.
Number and Election of Directors
The Company's Charter provides for a Board of Directors consisting of
such number of persons, not less than five or more than fifteen, as is fixed by
the shareholders prior to each election of directors. The Company's Board has
consisted of five persons for many years, and management again proposes to fix
at five the number of directors to be elected for the ensuing year. Unless you
specify otherwise, proxy holders will vote for this proposal and for election of
the management nominees hereinafter named, who are to serve for one year and
until their successors are chosen and have qualified. All nominees are members
of the Company's present Board and were elected at the last annual meeting.
Should the number of directors be fixed at more than five or should any of the
nominees become unavailable for election, which is not anticipated, proxy
holders may in their discretion vote for other nominees recommended by the
Board.
AVOCA, Incorporated 3
<PAGE>
The following table includes information furnished by the respective nominees
with regard to their principal occupations for the last five years and their
beneficial ownership (as determined in accordance with applicable rules of the
Securities and Exchange Commission) of the Company's outstanding stock as of
January 12, 1998.
Name, Age, Position with Shares Percent
Company and Principal Director Beneficially of
Occupation Since Owned Class
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Richard W. Fox, 42; Director
of the Company; investor;
formerly manager, Sandy
Run Farm L.L.C. (land
management, farming and
investments); prior
thereto Vice President,
FirstNBC (Trust Investment
Department) 1995 None ---
Edward B. Grimball, 53; Director
and President of the Company;
Chief Financial Officer and
Executive Vice President,
Whitney National Bank 1993 None ---
Peter V. Guarisco, 70; Director of
the Company; Chairman,
Hellenic, Inc. (real estate, oil and
gas, investments, construction);
director, Sterling Sugars, Inc. 1995 2,000(1) .24%
Guy C. Lyman, Jr., 65; Director
of the Company; Attorney, Milling,
Benson, Woodward, Hillyer, Pierson
& Miller, L.L.P. 1993 None ---
M. Cleland Powell, III, 49;
Director and Secretary-Treasurer
of the Company; Senior Vice
President, Whitney National Bank 1986 None ---
All directors and officers as a
group --- 2,000 .24%
(1) Excludes 72,875 shares owned by Hellenic, Inc., of which Mr. Guarisco is
chairman, a director and shareholder. Mr. Guarisco disclaims beneficial
ownership of such shares.
4 AVOCA, Incorporated
<PAGE>
Information Concerning Management
Executive Compensation
Except for quarterly fees of $250 per director, all officers and directors
of the Company serve without remuneration.
Certain Relationships
Messrs. Grimball and Powell are senior officers of Whitney National Bank,
which owns 32.27% of the Company's outstanding stock.
Mr. Guarisco is chairman, a director and a shareholder of Hellenic, Inc.,
which owns 8.77% of the Company's outstanding stock.
Mr. Lyman's professional law corporation is of counsel with the law firm of
Milling, Benson, Woodward, Hillyer, Pierson & Miller, L.L.P., which acts as
legal counsel for the Company and, together with other law firms, represents
Whitney National Bank and its parent, Whitney Holding Corporation, on a regular
basis.
Other Information
The Company has no standing audit, nominating or compensation committees,
or committees performing similar functions.
The Board held four meetings during the year. Each director attended at
least 75 percent of the meetings, except that Mr. Guarisco was absent from two
meetings.
Accountants
It is anticipated that Ernst & Young LLP, which has audited the Company's
financial statements since 1950, will be asked to serve as the Company's
independent public accountants for 1998. A representative of Ernst & Young LLP
is expected to be present at the Annual Meeting and to be available to respond
to appropriate questions. He will have an opportunity to make a statement if he
desires to do so.
Shareholder Proposals
In order to be considered for inclusion in the proxy statement and proxy
relating to the 1999 Annual Meeting of Shareholders, proposals of shareholders
must be received at the Company's principal executive office no later than
October 20, 1998.
AVOCA, Incorporated 5
<PAGE>
Other Matters
The matters to be acted on at the Annual Meeting are set forth in the
accompanying Notice. The Board knows of no other business to be presented at the
meeting, but if other matters requiring a vote are properly presented at the
meeting or any adjournment or postponement thereof, proxy holders will vote or
abstain from voting thereon in accordance with their best judgment.
By order of the Board of Directors
M. Cleland Powell, III
Secretary-Treasurer
6 AVOCA, Incorporated
<PAGE>
AVOCA, Incorporated
P.O. Box 61260
New Orleans, LA 70161
February 18, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders which
will be held on the second floor of the Main Office of Whitney National Bank,
228 St. Charles Avenue, New Orleans, Louisiana 70130 at 11:00 a.m. on Tuesday,
March 17, 1998. Enclosed you will find the formal Notice of Annual Meeting and
Proxy Statement.
Your vote is important. Whether or not you expect to attend the meeting, please
mark, date, sign and promptly return the attached proxy in the accompanying
envelope, which requires no postage if mailed in the United States. You may, of
course, later revoke your proxy and vote in person.
/s/ Edward B. Grimball
Edward B. Grimball
President
Detach Proxy Card Here
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A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS
1. Proposal to fix, at five, the number of directors for the ensuing year.
FOR AGAINST ABSTAIN
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2. Election of Directors. FOR all nominees WITHHOLD *EXCEPTIONS
listed below AUTHORITY
to vote
for all nominees
listed below.
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Nominees: Richard W. Fox, Edward B. Grimball, Peter V. Guarisco, Guy C.
Lyman, Jr., M. Cleland Powell, III
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below).
*Exceptions
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In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
Change of Address and/
or Comments Mark Here
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The signature on this Proxy should correspond
exactly with stockholder's name as printed to
the left. In the case of joint owners,
co-executors, attorney-in-fact, or
co-trustees, both should sign. Persons
signing as Attorney-in-fact, Executor,
Administrator, Trustee or Guardian should
give their full title. If a corporation, sign
in full corporate name by authorized officer.
If a partnership, please sign in full
partnership name by authorized person.
Dated: , 199
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Signature
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Signature
Votes MUST be indicated
(x) in Black or Blue ink.
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Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
<PAGE>
AVOCA, INCORPORATED
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors of Avoca,
Incorporated
The undersigned hereby appoints Edward B. Grimball and M. Cleland Powell,
and each of them, with full power of substitution in each, proxies to represent
and to vote all shares of Common Stock of Avoca, Incorporated which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders to be
held on March 17, 1998, and at any adjournment or postponement thereof, as
indicated on the reverse side.
When properly executed and returned, this proxy will be voted in accordance
with such instructions as may be given on the reverse side of this proxy card by
the undersigned shareholder. If no instructions are given, this proxy will be
voted FOR proposals 1 and 2.
(Continued, and to be signed and dated on reverse side.)
AVOCA, INCORPORATED
P.O. BOX 11164
NEW YORK, N.Y. 10203-0164
