ONE AMERICAN CORP.
2785 HWY. 20 WEST
Vacherie, Louisiana 70090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1997
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 1997 Annual Meeting of Shareholders of One
American Corp. (the "Meeting") will be held on Wednesday,
April 23, 1997 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. A proposal (the "Classified Board Proposal") that
the Company's Articles of Incorporation (the "Articles") be
amended to provide for three classes of directors with each
serving for a three year term.
2. a proposal (the "Proposal to Reduce Vulnerability
to Takeover") that the Company's Articles be further amended
to add certain provisions designed to reduce the Company's
vulnerability to an unsolicited takeover not deemed by the
Board of Directors of the Company to be in the best interest
of the stockholders.
3. Election of Directors. If proposal (1) is
adopted, the election of directors will be as set out in
3(a), 3(b), and 3 (c). If proposal (1) is not adopted, the
seventeen named individuals listed below will be nominated
at the Meeting to serve as directors until the 1998 Annual
Meeting of Shareholders and until their successors are
elected and qualified.
(a) Electing the following five (5) Class I
directors to serve until the 1998 Annual Meeting
of Shareholders and until their successors are
elected and qualified:
Craig G. Brazan J. B. Falgoust
Michael J. Cazenave Albert J. Waguespack
Dean T. Falgoust
(b) Electing the following six (6) Class II
directors to serve until the 1999 Annual Meeting
of Shareholders and until their successor's are
elected and qualified
E. V. Cazenave, Jr. Ozane J. Gravois, III
Preston L. Falgoust David J. Vial, M.D.
Marcel T. Graugnard, Jr. Craig A. Vitrano, M.D.
(c) Electing the following six (6) Class III
directors to serve until the 2000 Annual Meeting
of Shareholders and until their successors are
elected and qualified:
Frank J. Bourgeois Gloria A. Kliebert
A. Earle Cefalu, Jr. Anthony J. Nobile
Honora F. Gravois Carl J. Poche, M.D.
4. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
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The Board of Directors has fixed the close of business
on March 12, 1997, 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 26, 1997
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.
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ONE AMERICAN CORP.
PRELIMINARY PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1997
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 1997 Annual Meeting of
Shareholders (the "Meeting") to be held on Wednesday, April 23,
1997, 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 26,
1997.
PROXY SOLICITATION
The matters to be considered and voted upon at the Meeting
will be:
(1) a proposal (the "Classified Board Proposal") that the
Company's Articles of Incorporation (the "Articles") be amended
to provide for three classes of directors with each serving for a
three year term.
(2) a proposal (the "Proposal to Reduce Vulnerability to
Takeover") that the Company's Articles be further amended to add
certain provisions designed to reduce the Company's vulnerability
to an unsolicited takeover not deemed by the Board of Directors
of the Company to be in the best interest of the stockholders.
(3) Election of Directors. If proposal (1) is adopted, the
election of directors will be as set out in 3(a), 3(b), and 3
(c). If proposal (1) is not adopted, the seventeen named
individuals listed below will be nominated at the Meeting to
serve as directors until the 1998 Annual Meeting of Shareholders
and until their successors are elected and qualified.
(a) Electing five (5) Class I directors to serve until
the 1998 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 five available seats of Class I directors are:
Craig G. Brazan J. B. Falgoust
Michael J. Cazenave Albert J. Waguespack
Dean T. Falgoust
(b) Electing six (6) Class II directors to serve until
the 1999 Annual Meeting of Shareholders and until their
successor's are elected and qualified. The persons
whose names will be placed in nomination at the meeting
for the six available seats of Class II directors are:
E. V. Cazenave, Jr. Ozane J. Gravois, III
Preston L. Falgoust David J. Vial, M.D.
Marcel T. Graugnard, Jr. Craig A. Vitrano, M.D.
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(c) Electing six (6) Class III directors to serve until
the 2000 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 six available seats of Class III directors are:
Frank J. Bourgeois Gloria A. Kliebert
A. Earle Cefalu, Jr. Anthony J. Nobile
Honora F. Gravois Carl J. Poche, M.D.
(4) 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 12, 1997, 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 12,
1997, 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.
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Name Of Amount and Nature Percent
Beneficial Owner of Beneficial of Class
Ownership (1)
Frank J. Bourgeois 10,850 0.80
Craig G. Brazan 26,982(2) 2.00
E. V. Cazenave, Jr. 39,820 2.95
Michael J. Cazenave 13,882 1.03
A. Earle Cefalu, Jr. 660 0.05
Dean T. Falgoust 30,495 2.26
J. B. Falgoust 58,808 4.35
Preston L. Falgoust 11,430 0.85
Marcel T. Graugnard, Jr. 22,490 1.66
Honora F. Gravois 8,450 0.63
Ozane J. Gravois, III 3,840 0.28
Gloria A. Kliebert 11,500 0.85
Anthony J. Nobile 10,480 0.78
Carl J. Poche, M.D. 14,080 1.04
David J. Vial, M.D. 15,600 (3) 1.15
Craig A. Vitrano, M.D. 15,375 (4) 1.14
Albert J. Waguespack 15,290 1.13
Francis A. Waguespack, Jr. 15,000 1.11
Directors and Executive Officers
of the Company as a Group
(19 persons) 327,021 24.19
(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.
CLASSIFIED BOARD PROPOSAL
The Board of Directors of the Company is seeking the consent
of the stockholders to a proposed provision to the Company's
Articles which would provide for three Classes of Directors.
Each Class of Directors will be elected for a three year term,
except for the initial terms of Class I and Class II. The
initial terms of Class I and Class II shall be one year and two
years, respectively. This provision is designed in part to make
it more difficult and time-consuming for certain persons to
obtain control of the Company or to obtain majority control of
the Board of Directors of the Company, and thus reduce the
vulnerability of the Company to an unsolicited takeover proposal.
The proposed text of Article Fifteen is set forth below.
ARTICLE FIFTEEN: DIRECTORS
The number of directors of the Corporation shall be such
number as shall be designated in the by-laws.
The board of directors shall be divided into three classes
as nearly equal in number as may be, with the initial term of
office for Class I expiring at the annual meeting of shareholders
in 1998, of Class II expiring at the annual meeting of
shareholders in 1999, and of Class III expiring at the annual
meeting of shareholders in 2000. At each annual meeting of
shareholders, directors chosen to succeed those whose terms then
expire shall be elected for a full term of office expiring at the
third succeeding annual meeting of shareholders after their
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election. A director elected to fill a vacancy shall hold office
for a term expiring at the annual meeting at which the term of
the class to which he shall have been elected expires. The
affirmative vote of the holders of 75% of the total voting power
of the Company shall be required to amend or repeal, or adopt any
provision inconsistent with, the by-law section fixing the number
of directors. Any increase or decrease in the number of
directors shall be apportioned so that all classes of directors
shall be as nearly equal in number as may be. No decrease in the
number of directors constituting the board of directors shall
shorten the term of any incumbent director.
Notwithstanding any other provision of these Articles of
Incorporation or the by-laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the by-laws
of the Corporation), the affirmative vote of the holders of 75%
of the total voting power of the Corporation shall be required to
amend or repeal, or adopt any provisions inconsistent with, this
Article Fifteen.
PROPOSAL TO REDUCE VULNERABILITY TO TAKEOVER
General Background
The Board of Directors of the Company is seeking the consent
of the shareholders to several proposed provisions to the
Company's Articles. If approved, the Proposal to Reduce
Vulnerability to Takeover will provide for the inclusion in the
Company's Articles a "super majority" provision requiring a
higher percentage of stockholders than would otherwise be
required to approve certain business combinations unless such
business combinations have been approved by the majority of
Continuing Directors and a provision requiring a higher
percentage of stockholders than would otherwise be required to
amend, alter, change or repeal certain provisions of the
Articles.
These provisions are designed in part to make it more
difficult and time-consuming for certain persons to obtain
control of the Company unless they pay a certain value to the
Company's stockholders or to obtain majority control of the
Company, and thus reduce the vulnerability of the Company to an
unsolicited takeover proposal. These provisions are designed to
enable the Company to develop its business in a manner which will
foster its long term growth, with the threat of a takeover not
deemed by the Board to be in the best interest of the Company and
its stockholders, and the potential disruption entailed by such a
threat, reduced to the extent practicable. However, these
provisions may have an adverse effect on the ability of
stockholders to influence the governance of the Company.
The provisions that would be included in the Company's
Articles if the Proposal to Reduce Vulnerability to Takeover is
adopted are set out below.
ARTICLE SIXTEEN: CERTAIN BUSINESS COMBINATIONS
A. The affirmative vote of the holders of not less than 75% of
the outstanding shares of Common Stock shall be required for the
approval or authorization of any Business Combination; provided,
however, that the 75% voting requirement shall not be applicable
if the Board of Directors of the corporation by affirmative vote
which shall include not less than a majority of the entire number
of Continuing Directors has approved the Business Combination.
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B. For purposes of Article SIXTEEN:
1) The terms "affiliate" and "associate" shall have the
respective meanings assigned to those terms in Rule 12b-2 under
the Securities Exchange Act of 1934.
2) A person shall be deemed to be a "beneficial owner" of any
Common Stock
a) which such person or any of its affiliates or associates
beneficially owns, directly or indirectly; or
b) which such person or any of its affiliates or associates
has the right to acquire (whether such right is exercisable
or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options,
or otherwise, or has the right to vote pursuant to any
agreement, arrangement or understanding; or
c) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its
affiliates or associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting
or disposing of any share of Common Stock.
3) The term " Business Combination" shall mean (A) any merger
or consolidation of the corporation or a subsidiary of the
corporation with or into an Interested Party, (B) any merger or
consolidation of an Interested Party with or into the corporation
or a subsidiary, (C) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of
transactions) of all or any Substantial Part of the assets either
of the corporation (including without limitation any voting
securities of a subsidiary) or of a subsidiary, in which an
Interested Party is involved, (D) the adoption of any plan or
proposal for the liquidation or dissolution of the corporation
proposed by or on behalf of any Interest Party, (e) the issuance
or transfer (in one transaction or a series of transactions) by
the corporation or subsidiary of the corporation to an Interested
Party of any securities of the corporation or such subsidiary
which securities have a fair market value of $2,000,000 or more,
or (F) any recapitalization, reclassification, merger or
consolidation involving the corporation or a subsidiary of the
corporation that would have the effect of increasing, directly or
indirectly, the Interested Party's voting power in the
corporation or such subsidiary.
4) The term "Interested Party" shall mean and include (A) any
individual, corporation, partnership, trust or other person or
entity which, together with its affiliates and associates, is (or
with respect to a Business Combination was within two years prior
thereto) a beneficial owner of shares aggregating 20% or more of
the outstanding Common Stock or any class thereof, and (b) any
affiliate or associate of any such individual, corporation,
partnership, trust or other person or entity. For the purposes
of determining whether a person is an Interested Party the number
of shares deemed to be outstanding shall include shares deemed
beneficially owned through application of section (B)(2)(b) but
shall not include any other shares of Common Stock which may be
issuable pursuant to any agreement, arrangement, or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
5) The term "Substantial Part" shall mean more than 10% of the
fair market value of the total assets of the particular
corporation.
6) The term "Continuing Director" shall mean a director who is
not an affiliate of an Interested Party and who was a member of
the Board of Directors of the corporation immediately prior to
the time that the Interested Party involved in a Business
Combination became an Interested Party, and any successor to a
Continuing Director who is not such an affiliate and who is
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nominated to succeed a Continuing Director by a majority of the
Continuing Directors in office at the time of such Nomination.
C. Notwithstanding any other provisions of these Articles of
Incorporation or the by-laws of the corporation and
notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the by-laws
of the corporation, the affirmative vote of the holders of 75% or
more of the shares of the outstanding Common Stock shall be
required to amend or repeal, or adopt any provisions inconsistent
with, the Article SIXTEEN.
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
twelve (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.
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 Board of Directors has fixed the number of Class I
directors to be elected at this Meeting at five (5). The persons
named below will be nominated for election as Class I directors
at the Meeting to serve until the 1998 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
Class I directors of all five (5) 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.
The following table sets forth the names of and certain
information as of March 12, 1997, concerning the persons to be
nominated by the Board of Directors for election as Class I
Directors of the Company:
CLASS I DIRECTORS
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Craig G. Brazan 42 Petroleum Engineer 1986
Marathon Oil Company
Michael J. Cazenave 48 Pharmacist 1992
Eckerd Drugs
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CLASS I DIRECTORS (Continued)
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Dean T. Falgoust 38 Attorney 1992
Freeport-McMoRan Inc.
Freeport-McMoRan
Copper and Gold Inc.
J. B. Falgoust 69 Banking 1982
President President, First American
Bank & Trust
Albert J. Waguespack 66 Oil Distributor and Farmer 1993
Waguespack Oil Co. and AJW
Farms
The Board of Directors has fixed the number of Class II
directors to be elected at this Meeting at six (6). The persons
named below will be nominated for election as Class II directors
at the Meeting to serve until the 1999 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
Class II directors of all six (6) 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.
The following table sets forth the names of and certain
information as of March 12, 1997, concerning the persons to be
nominated by the Board of Directors for election as Class II
Directors of the Company:
CLASS II DIRECTORS
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
E. V. Cazenave, Jr. 68 President 1986
Cazenave Motor Company, Inc.
Preston L. Falgoust 63 Retailer 1982
Chauvin Business Systems,Inc.
Formerly engaged in farming
Marcel T. Graugnard, 46 Retailer 1982
Jr. President, Graugnard, Inc.
Ozane J. Gravois,III 41 Farming 1996
Gravois Farms
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CLASS II DIRECTORS
(Continued)
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
David J. Vial, M.D. 68 Surgeon 1991
Coroner of St. Charles
Parish
Craig A. Vitrano, 42 Physician 1993
M.D.
The Board of Directors has fixed the number of Class III
directors to be elected at this Meeting at six (6). The persons
named below will be nominated for election as Class III directors
at the Meeting to serve until the 2000 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
Class III directors of all six (6) 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.
The following table sets forth the names of and certain
information as of March 12, 1997, concerning the persons to be
nominated by the Board of Directors for election as Class III
Directors of the Company:
CLASS III DIRECTORS
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Frank J. Bourgeois 48 Banking --
Senior Executive First American Bank
Vice President and Trust
A. Earle Cefalu, Jr. 59 Automotive Dealer --
Hood-Cefalu Company, Inc.
Honora F. Gravois 67 Contractor 1993
President, M & H Builders, Inc.
Gloria A. Kliebert 59 Banking --
Senior Vice First American Bank
President and Trust
Anthony J. Nobile 49 Attorney 1992
Martin, Himel, Peytavin &
Nobile
Carl J. Poche, M.D. 64 Physician 1986
Coroner of St. James
Parish
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The aforementioned nominees for director includes three
individuals who have not previously served on the Company's Board
of Directors, namely, Mr. Frank J. Bourgeois, Mr. A. Earle
Cefalu, Jr., and Ms. Gloria A. Kliebert. Mr. Frank J. Bourgeois,
who resides in Vacherie, Louisiana, is the Senior Executive Vice
President of First American Bank and Trust. Mr. Bourgeois has
been employed by First American Bank and Trust for a period of
twenty-seven (27) years. Mr. A. Earle Cefalu, Jr., who resides
in Amite, Louisiana, is a Franchise Automotive Dealer for GMAC
and Chevrolet located in Amite, Louisiana. Mr. Cefalu is a
former director of First American Bank of Tangiapahoa, which was
purchased by First American Bank and Trust in September of 1996.
Mr. Cefalu served as a director for First American Bank of
Tangipahoa since 1984. Ms. Gloria A. Kliebert, who resides in
Vacherie, Louisiana, is the Senior Vice President and
Secretary/Treasurer of First American Bank and Trust. Ms.
Kliebert has been employed at First American Bank and Trust for a
period of thirty-one (31) years.
All of the nominees named above, other than Mr. Frank J.
Bourgeois, Mr. A. Earle Cefalu, Jr., and Ms. Gloria A. Kliebert,
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 term for which they are elected will expire 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; J. B. Falgoust is the
father of and Dean T. Falgoust is the brother of Ronald J.
Falgoust, the Executive Vice President. 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.
If the Classified Board Proposal is not adopted, then the
seventeen named individuals listed above for nomination will be
nominated for election as directors at the Meeting to serve until
the 1998 Annual Meeting of Shareholders until their successors
are elected and have qualified.
DIRECTORS' MEETINGS AND FEES
The Company's Board of Directors met eight (8) times during
1996. All directors attended at least 75 percent of the
Company's Board of Directors meetings, except for Craig Brazan
who did not attend 4 of the meetings due to prior business
commitments.
There were no standing committees of the Company's Board of
Directors in 1996. 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 1996,
the Board of Directors of the Bank met thirteen (13) times, the
Compensation Committee met two (2) times, the Audit Committee met
five (5) times, the Loan Committee met twelve (12) times, the
Strategic Business Plan Committee met four (4) times, and the EDP
Steering Committee met six (6) times.
Members of the Company's Board of Directors are compensated
$175 for each meeting attended, $450 for each Bank Board meeting
attended and $275 for each Bank Committee meeting attended,
except for the Loan Committee which receive $450 for each meeting
attended.
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REMUNERATION OF EXECUTIVE OFFICERS
No executive officer of the Company received remuneration
during 1996, 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 1996 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 1996.
CASH COMPENSATION TABLE
Name and Other Annual
Principal Position Year Salary Bonus Compensation
(1)
J. B. Falgoust, 1996 190,494 14,537 --
President and CEO 1995 175,512 18,234
1994 164,730 5,195
Frank J. 1996 97,571 6,030 --
Bourgeois(2)
Executive Officers 1996 475,132 31,979 --
as a group(3) 1995 330,091 30,342
1994 308,399 9,826
(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.
(2) Mr. Frank J. Bourgeois remuneration did not exceed $100,000
for the years 1995 and 1994.
(3) For the years 1994 and 1995, includes 3 persons. For the
year 1996 includes 5 persons.
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 1996, the
Bank contributed $51,935 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 $112,000 plus an
estimated $16,576 from Social Security for a total of $128,576.
Mr. J. B. Falgoust has been employed since 1951 with the Bank and
is currently age 69 and has been employed with the Bank for a
forty-five (45) year period.
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The estimated annual benefit payable upon retirement at
normal retirement age for Mr. Frank J. Bourgeois is $50,102 plus
an estimated $15,626 from Social Security for a total of $65,728.
Mr. Frank J. Bourgeois has been employed since 1969 with the Bank
and is currently age 48 and has been employed with the Bank for a
twenty-seven (27) 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 1996 to directors,
officers, and their related interests was $2,795,676, which
represented 8.64% of the Bank's equity capital accounts at such
time. As of December 31, 1996, the amount of such loans
outstanding was $2,777,584 which represented 8.67% 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, 1996, 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 1996, the firm
received $20,670 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
1996.
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, 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.
Mr. J. B. Falgoust is the father of and Dean T. Falgoust is the
brother of Ronald J. Falgoust, the Executive Vice President;
however, they do not participate in any deliberations of the
Committee concerning the Executive Vice President'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. 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
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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.
PERFORMANCE GRAPH
The graph below 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, 1996. The graph assumes that $100 was invested on
January 1, 1991, 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 392%.
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 263% and 120%, respectively.
PERFORMANCE GRAPH
[The performance graph is located here in the paper form]
1991 1992 1993 1994 1995 1996
One American $100 $111 $150 $249 $406 $492
Corp.
NASDAQ Banks $100 $152 $197 $199 $288 $363
NASDAQ Stocks $100 $115 $132 $128 $179 $220
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 1996, and has
been selected to be the Company's independent certified public
accountants for 1997. 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
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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,
1996, 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
1998 Annual Meeting of Shareholders is December 31, 1997.
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 26, 1997
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ONE AMERICAN CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1997,
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, 70090 on April 23, 1997, 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
(the Classified Board Proposal) that the Company's Articles of
Incorporation be amended to provide for three classes of directors
with each serving for a three year term.
2. VOTE FOR___ AGAINST___ ABSTAIN___ the proposal
(the Proposal to Reduce Vulnerability to Takeover) that the Company's
Articles of Incorporation be amended to add certain provisions
designed to reduce the Company's vulnerability to an unsolicited
takeover not deemed by the Board of Directors of the Company to be in
the best interest of the stockholders.
3. VOTE FOR___ AGAINST___ ABSTAIN___ the proposal
to elect Craig G. Brazan, Michael J. Cazenave, Dean T. Falgoust, J. B.
Falgoust, and Albert J. Waguespack as Class I directors to serve for a
one year term; to elect E. V. Cazenave, Jr., Preston L. Falgoust,
Marcel T. Graugnard, Jr., Ozane J. Gravois, III, David J. Vial, and
Craig A. Vitrano as Class II directors to serve for a two year term;
and to elect Frank J. Bourgeois, A. Earle Cefalu, Jr., Honora F.
Gravois, Gloria A. Kliebert, Anthony J. Nobile, and Carl J. Poche as
Class III directors to serve for a three year term; if proposal (1)
is not adopted, to elect the above named individuals as directors for
a one year term.
To withhold authority to vote for any nominee(s), write the nominee's
name(s) on the following line:
_____________________________________________________
4. 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, 2, and 3.
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 26, 1997.
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.
