ONE AMERICAN CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1995
INTRODUCTION
This Proxy Statement is submitted in connection with the
solicitation of Proxies by the Board of Directors of One
American Corp. (the "Company") for use at the 1995 Annual
Meeting of Shareholders (the "Meeting") to be held on
Thursday, April 20, 1995, at 1:00 P.M. at the Main Office of
First American Bank and Trust (the "Bank") at 2785 LA 20
West, Vacherie, Louisiana 70090, and at any and all
adjournments thereof. It is anticipated that this Proxy
Statement and the accompanying Notice and form of Proxy will
be mailed to shareholders eligible to receive notice of and
vote at the Meeting on or about March 31, 1995.
PROXY SOLICITATION
The matters to be considered and voted upon at the
Meeting will be:
1. Election of Directors. Electing sixteen (16)
directors to serve until the 1996 Annual Meeting of
Shareholders and until their successors are elected and
qualified. The persons whose names will be placed in
nomination at the Meeting for the sixteen available seats on
the Board of Directors are:
Craig G. Brazan Honora F. Gravois
E. V. Cazenave, Jr. O. J. Gravois, Jr.
Michael J. Cazenave Anthony J. Nobile
Dean T. Falgoust Carl J. Poche
J. B. Falgoust David J. Vial
Preston L. Falgoust Craig A. Vitrano
Luke T. Granier, Jr. Albert J. Waguespack
Marcel T. Graugnard, Jr. Francis A. Waguespack, Jr.
2. Other Business. Transacting such other business as
may properly come before the Meeting and any adjournment or
adjournments thereof.
This solicitation of Proxies is being made by the Board
of Directors of the Company. The expense of preparing,
assembling, printing, and mailing this Proxy Statement and
the materials used in the solicitation of Proxies for the
Meeting will be borne by the Company. It is contemplated that
Proxies will be solicited principally through the use of the
mail, but officers, directors, and employees of the Company
and its subsidiaries may solicit Proxies personally or by
telephone, without receiving special compensation therefor.
Although there is no formal agreement to do so, the Company
may reimburse banks, brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable expenses in
forwarding these Proxy Materials to shareholders whose stock
in the Company is held of record by such entities.
A form of Proxy for voting your shares at the Meeting is
enclosed. Any shareholder who executes and delivers such
Proxy has the right to and may revoke it at any time before
it is exercised by notifying Ms. Gloria A. Kliebert,
Secretary, One American Corp., Post Office Box 550, Vacherie,
Louisiana 70090, in writing, prior to the beginning of the
Meeting. In addition, the powers of the Proxy Holders will be
suspended if the person executing the Proxy is present at the
Meeting and elects to vote in person by advising the Chairman
of the Meeting of his/her election to vote in person. Subject
to such revocation or suspension, all shares represented by a
properly executed Proxy received in time for the Meeting will
be voted by the Proxy Holders in accordance with the
instructions specified on the Proxy. If no instruction is
specified in your Proxy with respect to any proposal to be
acted upon, the shares represented by your executed Proxy
will be voted in favor of the proposal listed on the Proxy.
If any other business is properly presented at the Meeting,
the Proxy will be voted in accordance with the
recommendations of the Company's Board of Directors.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
There were issued and outstanding 1,351,615 shares of
the Company's Common Stock on March 23, 1995, which has been
fixed as the record date for the purpose of determining
shareholders entitled to notice of, and to vote at, the
Meeting (the "Record Date"). On any matter submitted to the
vote of the shareholders, each holder of the Company's Common
Stock will be entitled to one vote, in person or by Proxy,
for each share of Common Stock he or she held of record on
the books of the Company as of the Record Date.
Management of the Company knows of no persons, other
than Mr. J. B. Falgoust, 2785 LA 20 West, Vacherie, Louisiana
70090, who owns, beneficially or of record, either
individually or together with associates, 5% or more of the
outstanding shares of the Company's Common Stock. The
following table sets forth, as of March 23, 1995, the number
and percentage of shares of the Company's outstanding Common
Stock beneficially owned, directly or indirectly, by each of
the Company's directors and nominees for directors, principal
shareholders, and executive officers, and by the directors
and executive officers of the Company as a group. Management
is not aware of any arrangements that may, at a subsequent
date, result in a change of control of the Company. During
the past year, Mr. Michael J. Cazenave amended his statement
of beneficial ownership to reflect 2,741 shares held in his
name and in the name of his spouse. During the past year, Mr.
Craig A. Vitrano amended his statement of beneficial
ownership to reflect 3,000 shares held for the benefit of his
minor children.
Name Of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class (1)
Craig G. Brazan 26,332 (2) 1.95
E. V. Cazenave, Jr. 43,720 3.23
Michael J. Cazenave 12,691 0.94
Dean T. Falgoust 27,995 2.07
J. B. Falgoust 68,769 (3) 5.09
Preston L. Falgoust 11,430 0.85
Luke T. Granier, Jr. 14,445 1.07
Marcel T. Graugnard, Jr. 22,890 1.69
Honora F. Gravois 8,450 0.63
O. J. Gravois, Jr. 10,250 0.76
Anthony J. Nobile 10,480 0.78
Carl J. Poche, M.D. 14,080 1.04
David J. Vial, M.D. 15,500 (4) 1.15
Craig A. Vitrano, M.D. 15,375 (5) 1.14
Albert J. Waguespack 14,140 1.05
Francis A. Waguespack, Jr. 15,000 1.11
Directors and Executive
Officers of the Company 352,746 26.10
as a Group (18 persons)
(1) Based upon 1,351,615 shares presently outstanding.
(2) Includes 13,817 shares subject to the usufruct of
his mother, Mrs. Mercedes B. Brazan.
(3) Mr. J.B. Falgoust is the only 5% shareholder. His
address is 2785 LA 20 West, Vacherie, Louisiana.
(4) Includes 14,500 shares held in the name of Mercy
Clinic Corporation - Money Purchase Pension Plan for the
benefit of David J. Vial, M.D.
(5) Includes 3,000 shares held for the benefit of his
minor children.
ELECTION OF DIRECTORS
The Company's By-laws provide that the number of
directors of the Company shall initially consist of the
number of directors (12) named in the Articles of
Incorporation. Thereafter, the number of directors which
constitute the entire Board shall be determined by resolution
of the Board of Directors at any meeting thereof or by the
shareholders at any meeting thereof, but shall never be less
than one. The Board of Directors has fixed the number of
directors to be elected at this Meeting at sixteen (16).
The persons named below will be nominated for election
as directors at the Meeting to serve until the 1996 Annual
Meeting of Shareholders, and until their successors are
elected and have qualified. Cumulative voting for the
election of directors is prohibited by the Company's Articles
of Incorporation. It is intended that the shares in respect
of which proxies are given pursuant to this solicitation will
be voted "For" the election as directors of all 16 persons
listed below as nominees, unless a shareholder specifies in
his Proxy that authority to vote for the election of
directors is withheld. In the event that any nominee should
be unable to serve as a director, it is intended that the
Proxy will be voted for the election of such substitute
nominee, if any, as shall be designated by the Board of
Directors. The Board of Directors has no reason to believe
that any of the nominees named below will be unavailable to
serve if elected.
Section 3.13 of the Company's By-laws provides for
certain limitations for qualifying as a director. The
limitations for qualifying as a director provide that a
nominee for director shall not have reached the age of
seventy (70). Also, any nominee for director must be
actively engaged in a business or professional activity
regardless of age.
The following table sets forth the names of and certain
information as of March 23, 1995, concerning the persons to
be nominated by the Board of Directors for election as
directors of the Company:
<TABLE>
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
<CAPTION>
<S> <C> <C> <C>
Craig G. Brazan 40 Petroleum Engineer 1986
Marathon Oil Company
E. V. Cazenave, Jr. 66 President 1986
Cazenave Motor Company,
Inc.
<PAGE>
Michael J. Cazenave 46 Pharmacist 1992
Eckerd Drugs
Dean T. Falgoust 36 Director of Taxes - Legal 1992
and Planning
Attorney
Freeport-McMoRan Inc.
J. B. Falgoust 67 Banking 1982
President President, First American
Bank & Trust
Preston L. Falgoust 61 Retailer 1982
Chauvin Business Systems,
Inc.
Formerly engaged in
farming
Luke T. Granier, Jr. 69 Merchant 1982
Ducks, Inc.
Marcel T. Graugnard, Jr. 44 Retailer 1982
President, Graugnard, Inc.
Honora F. Gravois 65 Contractor 1993
President, M & H Builders,
Inc.
O. J. Gravois, Jr. 69 Farming 1982
Gravois Farms
Anthony J. Nobile 46 Attorney 1992
Martin, Himel, Peytavin &
Nobile
Carl J. Poche, M.D. 62 Physician 1986
Coroner of St. James
Parish
David J. Vial, M.D. 66 Surgeon 1991
Coroner of St. Charles
Parish
Craig A. Vitrano, M. D. 40 Physician 1993
Albert J. Waguespack 64 Oil Distributor and Farmer 1993
Waguespack Oil Co. and AJW
Farms
Francis A. Waguespack, Jr. 68 Retailer 1982
President, Vacherie Mart, Inc.
</TABLE>
All of the nominees named above have served as members
of the Company's Board of Directors for the past year and
will continue to serve if elected at the Meeting until the
1996 Annual Meeting and until their successors are elected
and have qualified. None of the directors were selected
pursuant to any arrangement or understanding other than with
the directors and officers of the Company or the Bank acting
within their capacities as such. The following family
relationships exists between the directors, nominees and
executive officers of the Company: Messrs. E. V. Cazenave,
Jr. is the uncle of Michael J. Cazenave; J. B. Falgoust is
the father of Dean T. Falgoust; and, Francis A. Waguespack,
Jr. is the brother of Albert J. Waguespack. No director or
officer of the Company serves as a director of any company
that has a class of securities registered under, or which is
subject to the periodic reporting requirements of, the
Securities Exchange Act of 1934, or of any company registered
as an investment company under the Investment Company Act of
1940.
DIRECTORS' MEETINGS AND FEES
The Company's Board of Directors met 5 times during
1994. Director Luke T. Granier, Jr. attended 3 meetings
during 1994. He was absent from 2 meetings due to illness.
Director Craig G. Brazan attended 3 meetings during 1994. He
was absent from 2 meetings due to prior business commitments.
Director Craig A. Vitrano attended 3 meetings during 1994. He
was absent from 2 meetings due to prior business commitments.
Director David J. Vial attended 1 meeting during 1994. He was
absent from 4 meetings due to prior business commitments. All
directors attended at least 75 percent of the Bank's Board of
Directors meetings. The Bank is the major subsidiary of the
Company.
There were no standing committees of the Company's Board
of Directors in 1994. However, the Bank, the major subsidiary
of the Company, had a standing Audit Committee, Executive
Committee, Loan Committee, EDP Steering Committee,
Compensation Committee, Retirement Committee, and the
Strategic Business Plan Committee on which certain members of
the Company's Board of Directors served. During 1994, the
Board of Directors of the Bank met 14 times, the Executive
Committee met 12 times, the Compensation Committee met 1
time, the Audit Committee met 8 times, the Loan Committee met
12 times, the Strategic Business Plan Committee met 4 times,
and the EDP Steering Committee met 5 times.
Members of the Company's Board of Directors are
compensated $175 for each meeting attended, $375 for each
Bank Board meeting attended and $175 for each Bank Committee
meeting attended, except for the Executive and Loan
Committees which receive $375 for each meeting attended.
REMUNERATION OF EXECUTIVE OFFICERS
No executive officer of the Company received remuneration
during 1994, except in his/her capacity as a director or
executive officer of the Bank. The following information is
furnished with respect to cash and cash equivalent forms of
remuneration from the Bank paid or accrued in 1994 to (i)
each of the highest paid executive officers of the Company
for whom such remuneration exceeded $100,000, and (ii) all
executive officers of the Company, as a group. The figures
set forth on the following page are for the full fiscal year
of 1994.
CASH COMPENSATION TABLE
Name and Other Annual
Principal Position Year Salary Bonus Compensation
(1)
J. B. Falgoust, 1994 $164,730 $5,195 --
President and CEO 1993 160,735 1,750
1992 143,530 1,750
Executive Officers 1994 $308,399 $9,826 --
as a group (3 1993 300,798 3,250
persons)* 1992 279,907 3,246
* For 1992, the Executive Officers consisted of four
persons. The fourth person was Mr. R. J. Cazenave, retired
Chairman of the Company, who only received directors' fees.
(1) The Company (or the Bank) does not provide any other
compensation or personal benefits in excess of the lesser of
(a) 10% of such person's compensation reported above or (b)
$25,000 to any of its principal officers.
PENSION PLAN
The Bank adopted a retirement plan for employees in
1965. Contributions under the Bank's actuarial retirement
plan are not included in the Cash Compensation Table because
contributions for specified persons cannot readily be
separated or individually calculated by the actuary for the
plan.
For the year 1994, the Bank contributed $81,765 to this
retirement plan. Remuneration under the plan is defined as
the base pay of those employees who have reached age 21 and
who have completed one year of service providing that the
employees complete 1,000 hours of service per year. The
normal retirement date is the first day of the month
coincident with or next following age 65. Monthly income for
retirement on the normal retirement date is based on the
following benefit formula.
BENEFIT FORMULA: Monthly
retirement income equal to (a) 2.35% of final average monthly
compensation multiplied by the number of years of credited
service, not in excess of 15 years, (b) 1.25% of final
average monthly compensation multiplied by the number of
years of credited service over 15 years but less than 35
years, and (c) 0.65% of final average monthly compensation
in excess of covered compensation multiplied by the number
of years of credited service up to 35 years.
The estimated annual benefit payable upon retirement at
normal retirement age for Mr. J. B. Falgoust is $105,169 plus
an estimated $15,500 from Social Security for a total of
$120,669. Mr. J. B. Falgoust has been employed since 1951
with the Bank and is currently age 67 and has been employed
with the Bank for a forty-three (43) year period.
TRANSACTIONS WITH MANAGEMENT
All of the directors and executive officers of the
Company (who serve in the same capacity with the Bank) and
the companies with which they are associated are customers
of, and have had banking transactions with, the Bank in the
ordinary course of the Bank's business, and the Bank expects
to have such ordinary banking transactions with such persons
in the future. In the opinion of Management of the Bank, all
loans and commitments to lend included in such transactions
were made in compliance with applicable laws on substantially
the same terms, including interest rates and collateral as
those prevailing for comparable contemporaneous transactions
with other persons of similar creditworthiness, and did not
involve more than a normal risk of collectibility or present
other unfavorable features. The highest amount of loans at
any time during 1994 to directors, officers, and their
related interests was $2,539,215, which represented 11.20% of
the Bank's equity capital accounts at such time. As of
December 31, 1994, the amount of such loans outstanding was
$2,197,219 which represented 9.41% of the Bank's equity
capital accounts. Although the Bank does not have any limits
on the aggregate amount it would be willing to lend to
directors and executive officers as a group, loans to
individual directors and officers must comply with the Bank's
lending policies and statutory lending limits.
Since January 1, 1994, and for some time prior thereto,
the Company and the Bank have engaged the law firm of Martin,
Himel, Peytavin & Nobile to provide general legal advice and
services. Mr. Anthony Nobile, a director of the Company and
the Bank, is an attorney and partner in the law firm. During
1994, the firm received $20,311 for legal services rendered
to the Company. Mr. Dean T. Falgoust, an attorney and
director, has also provided the Company and the Bank with
legal advice from time to time and received $6,880 for legal
services during 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Bank's Board of
Directors consists of Messrs. Dean T. Falgoust, J. B.
Falgoust, Preston L. Falgoust, Luke T. Granier, Jr., Marcel
T. Graugnard, Jr., Carl J. Poche, and Francis A. Waguespack,
Jr. Mr. J. B. Falgoust is the chief executive officer of the
Company and the father of Dean T. Falgoust; however, they do
not participate in any deliberations of the Committee
concerning the chief executive officer's compensation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of
the Bank meets once or twice each year to set the salaries of
the senior executives and other personnel of the Bank. In
determining the salary payable to the executives of the Bank,
the Committee reviews the performance of the Bank and the
executives during the last fiscal year in setting the
salaries for the following fiscal year. The Committee has not
maintained any incentive based bonus program for the
executives during the last fiscal year, preferring to
recognize performance through salary increases and
adjustments. In the process of determining the proper salary
adjustments for the executive officers, the Committee reviews
the performance of the Bank with that of banks of similar
size as reported to it by the Federal Deposit Insurance
Corporation. The Committee also reviews salary surveys of
other similar size institutions published by the Louisiana
Bankers Association and other similar trade organizations.
During 1994, the Committee implemented a performance based
compensation system for the Company designed to reward
employees and executive officers based on individual
performance and the profitability of the Bank. The following
directors served on the Compensation Committee:
Dean T. Falgoust Marcel T. Graugnard, Jr.
J. B. Falgoust Carl J. Poche
Preston L. Falgoust Francis A. Waguespack, Jr.
Luke T. Granier, Jr.
PERFORMANCE GRAPH
The graph on the following page compares the cumulative
total shareholder return on the shares of the Company with
the cumulative total return of the NASDAQ Stock Market Index
for U. S. companies and the NASDAQ Index for Bank Stocks for
the five year period ending December 31, 1994. The graph
assumes that $100 was invested on January 1, 1989, in Company
Common Stock and the two indices presented, and that
dividends on the Company's Common Stock were reinvested in
Company Common Stock. The cumulative total return on the
Company's Common Stock for this five-year period was 326%.
The cumulative total returns for all U. S. stocks quoted on
the NASDAQ Stock Market and for all bank stocks quoted on the
NASDAQ Stock Market for the same five year period as measured
by the above indices were approximately 178% and 229%,
respectively.
[The performance graph is located here in the paper form]
1989 1990 1991 1992 1993 1994
One American Corp. $100 $127 $131 $145 $197 $326
NASDAQ Banks $100 $ 73 $121 $175 $226 $229
NASDAQ Stocks $100 $ 85 $137 $160 $184 $178
INDEPENDENT ACCOUNTANTS
The firm of Hannis T. Bourgeois & Co., L.L.P., Baton
Rouge, Louisiana, served as independent certified public
accountants for the Company and the Bank with respect to the
year 1994, and has been selected to be the Company's
independent certified public accountants for 1995. All
services rendered were approved by the Bank's Audit
Committee, which has determined the firm of Hannis T.
Bourgeois & Co., L.L.P. to be independent. It is expected
that one or more representatives of Hannis T. Bourgeois &
Co., L.L.P. will be present at the Meeting and will be given
the opportunity to make a statement, if desired, and to
respond to appropriate questions.
ANNUAL REPORT
Copies of the Annual Report for the year ended December
31, 1994, have been forwarded to you prior to or
simultaneously with this Proxy Statement. Additional copies
of this report and copies of the Company's 10K report are
available upon request to the Secretary.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be
considered for inclusion in the Proxy Statement for the
Company's 1996 Annual Meeting of Shareholders is December 31,
1995.
OTHER MATTERS
Management does not know of any matters to be presented
at the Meeting other than those set forth above. However, if
other matters come before the Meeting, it is the intention of
the persons named in the accompanying Proxy to vote the
shares represented by the Proxy in accordance with the
recommendations of the Company's Board of Directors on such
matters, and discretionary authority to do so is included in
the Proxy.
ONE AMERICAN CORP.
/s/ Gloria A Kliebert
Gloria A. Kliebert Secretary
Dated: March 31, 1995
<PAGE>
ONE AMERICAN CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 1995,
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of One American Corp., a
Louisiana corporation (the "Company"), hereby appoints J. B.
Falgoust, Marcel T. Graugnard, Jr. and Francis A. Waguespack, Jr.,
or any of them, the true and lawful proxies and attorneys-in-fact of
the undersigned with full power of substitution, to attend the
Annual Meeting of Shareholders of the Company to be held at the
principal office of the Company, 2785 LA 20 West, Vacherie,
Louisiana, on April 20, 1995, at 1:00 P.M., and any and all
adjournments thereof, and to vote, with all the powers the
undersigned would possess if then personally present, all shares of
the Common Stock of the Company that the undersigned would then have
the power to vote, on the following matters:
1. VOTE FOR___AGAINST___ABSTAIN___the proposal to elect: Craig
G. Brazan, E. V. Cazenave, Jr., Michael J. Cazenave, Dean T.
Falgoust, J. B. Falgoust, Preston L. Falgoust, Luke T. Granier, Jr.,
Marcel T. Graugnard, Jr., Honora F. Gravois, O. J. Gravois, Jr.,
Anthony J. Nobile, Carl J. Poche, David J. Vial, Craig A. Vitrano,
Albert J. Waguespack, and Francis A. Waguespack, Jr., as directors
for one year.
To withhold authority to vote for any nominee(s), write the
nominee's name(s) on the following line:
_____________________________________________________
(Continued and to be signed on the other side)
2. In their discretion, on any other matters which may properly
come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
The undersigned hereby ratifies and confirms all that the above
named proxies, or their substitutes, may lawfully do by virtue
hereof; revokes all previous proxies; and acknowledges receipts of
the Company's Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 31, 1995.
Dated: __________________________________
Signature of Shareholder
__________________________________
Signature of Shareholder
Please sign exactly as your name(s) appear(s) hereon.
When signing as attorney, executor, administrator,
trustee, guardian,or corporate official, please give
your full title. If shares are held jointly, each
holder should sign.
Please indicate if you plan to attend the meeting. YES___NO___
PLEASE COMPLETE, SIGN, DATE, AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
