ONE AMERICAN CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1996
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 1996 Annual Meeting of
Shareholders (the "Meeting") to be held on Wednesday, April 24,
1996, at 6:30 P.M., at the Main Office of First American Bank and
Trust (the "Bank") at 2785 Hwy. 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 29,
1996.
PROXY SOLICITATION
The matters to be considered and voted upon at the Meeting
will be:
1. Election of Directors. Electing fifteen (15) directors
to serve until the 1997 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 fifteen
available seats on the Board of Directors are:
Craig G. Brazan Ozane J. Gravois, III
E. V. Cazenave, Jr. Anthony J. Nobile
Michael J. Cazenave Carl J. Poche
Dean T. Falgoust David J. Vial
J. B. Falgoust Craig A. Vitrano
Preston L. Falgoust Albert J. Waguespack
Marcel T. Graugnard, Jr. Francis A. Waguespack, Jr.
Honora F. Gravois
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
<PAGE>
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 22, 1996, 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 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 22,
1996, 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.
<TABLE>
<CAPTION>
Name Of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class (1)
<S> <C> <C>
Craig G. Brazan 26,732 (2) 1.98
E. V. Cazenave, Jr. 43,720 3.23
Michael J. Cazenave 12,822 0.95
Dean T. Falgoust 29,095 2.15
J. B. Falgoust 62,962 4.66
Preston L. Falgoust 11,430 0.85
Luke T. Granier, Jr. 14,445 1.07
Marcel T. Graugnard, Jr. 22,490 1.66
Honora F. Gravois 8,450 0.63
Ozane J. Gravois, III 2,840 0.21
Anthony J. Nobile 10,480 0.78
Carl J. Poche, M.D. 14,080 1.04
David J. Vial, M.D. 15,500 (3) 1.15
Craig A. Vitrano, M.D. 15,375 (4) 1.14
Albert J. Waguespack 15,240 1.13
Francis A. Waguespack,Jr. 15,000 1.11
Directors and Executive
Officers of the Company 342,337 25.33
as a Group (17 persons)
</TABLE>
(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) 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.
(4) Includes 3,000 shares held for the benefit of his minor
children.
<PAGE>
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 fifteen
(15).
The persons named below will be nominated for election as
directors at the Meeting to serve until the 1997 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 15 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 22, 1996, concerning the persons to be
nominated by the Board of Directors for election as directors of
the Company:
<TABLE>
<CAPTION>
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
<S> <C> <C> <C>
Craig G. Brazan 41 Petroleum Engineer 1986
Marathon Oil Company
E. V. Cazenave, Jr. 67 President 1986
Cazenave Motor Company,
Inc.
Michael J. Cazenave 47 Pharmacist 1992
Eckerd Drugs
Dean T. Falgoust 37 Director of Taxes - Legal 1992
and Planning
Attorney
Freeport-McMoRan Inc.
J. B. Falgoust 68 Banking 1982
President President, First American
Bank & Trust
Preston L. Falgoust 62 Retailer 1982
Chauvin Business Systems,
Inc.
Formerly engaged in
farming
<PAGE>
Marcel T. Graugnard, 45 Retailer 1982
Jr. President, Graugnard, Inc.
Honora F. Gravois 66 Contractor 1993
President, M & H Builders,
Inc.
Ozane J. Gravois, 40 Farming ---
III Gravois Farms
Anthony J. Nobile 48 Attorney 1992
Martin, Himel, Peytavin &
Nobile
Carl J. Poche, M.D. 63 Physician 1986
Coroner of St. James
Parish
David J. Vial, M.D. 67 Surgeon 1991
Coroner of St. Charles
Parish
Craig A. Vitrano, 41 Physician 1993
M.D.
Albert J. Waguespack 65 Oil Distributor and Farmer 1993
Waguespack Oil Co. and AJW
Farms
Francis A. 69 Retailer 1982
Waguespack, Jr. President, Vacherie Mart,
Inc.
</TABLE>
The above nominees for director includes one individual who
has not previously served on the Company's board of Directors,
namely, Mr. Ozane J. Gravois, III, who resides in Lutcher,
Louisiana, and is a farmer with Gravois Farms.
All of the nominees named above, other than Mr. Ozane J.
Gravois, III, 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 1997 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.
<PAGE>
DIRECTORS' MEETINGS AND FEES
The Company's Board of Directors met eight (8) times during
1995. All directors attended at least 75 percent of the
Company's Board of Directors meetings.
There were no standing committees of the Company's Board of
Directors in 1995. However, the Bank, the major subsidiary of
the Company, had a standing Audit 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 1995,
the Board of Directors of the Bank met thirteen (13) times, the
Compensation Committee met one (1) time, the Audit Committee met
four (4) times, the Loan Committee met twelve (12) times, the
Strategic Business Plan Committee met four (4) times, and the EDP
Steering Committee met five (5) times.
Members of the Company's Board of Directors are compensated
$175 for each meeting attended, $400 for each Bank Board meeting
attended and $225 for each Bank Committee meeting attended,
except for the Loan Committee which receive $400 for each meeting
attended.
REMUNERATION OF EXECUTIVE OFFICERS
No executive officer of the Company received remuneration
during 1995, 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 1995 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 below are for
the full fiscal year of 1995.
<TABLE>
<CAPTION>
CASH COMPENSATION TABLE
Name and Other Annual
Principal Position Year Salary Bonus Compensation
(1)
<S> <C> <C> <C> <C>
J. B. Falgoust, 1995 175,512 18,234 --
President and CEO 1994 164,730 5,195
1993 160,735 1,750
Executive Officers 1995 330,091 30,342 --
as a group (3 1994 308,399 9,826
persons) 1993 300,798 3,250
</TABLE>
(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 1995, the
Bank contributed $215,630 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
<PAGE>
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 $111,999 plus an
estimated $16,872 from Social Security for a total of $128,871.
Mr. J. B. Falgoust has been employed since 1951 with the Bank and
is currently age 68 and has been employed with the Bank for a
forty-four (44) 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 1995 to directors,
officers, and their related interests was $2,197,000, which
represented 8.75% of the Bank's equity capital accounts at such
time. As of December 31, 1995, the amount of such loans
outstanding was $1,955,000 which represented 6.71% 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, 1995, 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 1995, the firm
received $21,608 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 during
1995.
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
<PAGE>
Committee reviews the performance of the Bank and the executives
during the last fiscal year in setting the salaries for the
following fiscal year. 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, 1995. The graph
assumes that $100 was invested on January 1, 1990, 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 320%.
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 193% and 351%,
respectively.
[The performance graph is located here in the paper form]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
One American Corp. $100 $103 $114 $154 $256 $420
NASDAQ Banks $100 $164 $238 $308 $311 $451
NASDAQ Stocks $100 $161 $188 $216 $209 $293
</TABLE>
<PAGE>
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 1995, and has been selected to be the Company's
independent certified public accountants for 1996. 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, 1995, 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 1997 Annual Meeting of Shareholders is December 31,
1996.
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 29, 1996
<PAGE>
ONE AMERICAN CORP.
2785 HWY. 20 WEST
Vacherie, Louisiana 70090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
TO THE SHAREHOLDERS OF ONE AMERICAN CORP.
NOTICE IS HEREBY GIVEN that, pursuant to the By-laws of
One American Corp. (the "Company") and the call of its Board
of Directors, the 1996 Annual Meeting of Shareholders of One
American Corp. (the "Meeting") will be held on Wednesday,
April 24, 1996 at 6:30 p.m., at the Main Office of First
American Bank and Trust (the "Bank"), 2785 Hwy. 20 West,
Vacherie, Louisiana 70090, for the purpose of considering
and voting upon the following matters:
1. Election of Directors. Electing the following
fifteen (15) persons to the Board of
Directors to serve until their successors are
elected and qualified:
Craig G. Brazan Ozane J. Gravois, III
E. V. Cazenave, Jr. Anthony J. Nobile
Michael J. Cazenave Carl J. Poche
Dean T. Falgoust David J. Vial
J. B. Falgoust Craig A. Vitrano
Preston L. Falgoust Albert J. Waguespack
Marcel T. Graugnard, Jr. Francis A. Waguespack, Jr.
Honora F. Gravois
2. Other Business. Transacting such other business
as may properly come before the Annual
Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business
on March 22, 1996, as the record date for determining
shareholders entitled to notice of, and to vote at, the
Meeting.
By Order of the Board of
Directors
/S/ Gloria A. Kliebert
Gloria A. Kliebert, Secretary
Dated March 29, 1996
<PAGE>
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE
SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE.
AN ENVELOPE, WHICH REQUIRES NO POSTAGE, IF MAILED IN THE
UNITED STATES, IS ENCLOSED FOR THIS PURPOSE. IF YOU DO
ATTEND THE MEETING IN PERSON YOUR PROXY WOULD BE RELEASED TO
YOU AT YOUR REQUEST.
ONE AMERICAN CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24, 1996,
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 Preston L. Falgoust, 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
Hwy. 20 West, Vacherie, Louisiana, on April 24, 1996, at 6:30 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, Marcel T.
Graugnard, Jr., Honora F. Gravois, Ozane J. Gravois, III, 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)
<PAGE>
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 29, 1996.
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.
