NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1998
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 1998 Annual Meeting of Shareholders of One
American Corp. (the "Meeting") will be held on Wednesday,
April 22, 1998 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 to effectuate a two-for-one stock split
of the Common Stock of the Company and, in connection
therewith, to amend the articles of incorporation of the
Company to decrease the par value of each share of common
stock to $2.50..
2. Election of Directors.
Electing the following five (5) Class I directors
to serve until the 2001 Annual Meeting of
Shareholders and until their successors are
elected and qualified:
Craig G. Brazan Clarence J. Savoie, II
Michael J. Cazenave Albert J. Waguespack
Dean T. Falgoust
3. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business
on March 11, 1998, 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 25, 1998
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.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
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 1998 Annual Meeting of
Shareholders (the "Meeting") to be held on Wednesday, April 22,
1998, 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 25,
1998.
PROXY SOLICITATION
The matters to be considered and voted upon at the Meeting
will be:
(1) Stock Split Proposal. To act upon a proposal to
effectuate a two-for-one stock split of the Common Stock of the
Company and, in connection therewith, to amend the articles of
incorporation of the Company to decrease the par value of each
share of common stock to $2.50.
(2) Election of Directors. Electing five (5) Class I
directors to serve until the 2001 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 available seats on the Board of Directors are.
Craig G. Brazan Clarence J. Savoie, II
Michael J. Cazenave Albert J. Waguespack
Dean T. Falgoust
(3) 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
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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 1,351,090 shares of the
Company's Common Stock on March 11, 1998, 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 11,
1998, 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.
Name Of Amount and Percent
Nature
Beneficial Owner of Beneficial of Class
Ownership (1)
Frank J. Bourgeois 11,950 0.88
Craig G. Brazan 28,902(2) 2.14
E. V. Cazenave, Jr. 33,220 2.48
Michael J. Cazenave 14,582 1.08
A. Earle Cefalu, Jr. 1,060 0.08
Dean T. Falgoust 32,545(3) 2.41
J. B. Falgoust 50,441 3.73
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 12,105 0.90
Anthony J. Nobile 10,480 0.78
Carl J. Poche, M.D. 14,080 1.04
Clarence J. Savoie, II 740 0.05
David J. Vial, M.D. 15,600(4) 1.15
Craig A. Vitrano, M.D. 15,375(5) 1.14
Albert J. Waguespack 16,290 1.21
Directors and Executive
Officers
of the Company as a Group
(21 persons) 307,254 22.74
(1) Based upon 1,351,090 shares presently outstanding.
(2) Includes 13,817 shares subject to the usufruct of his
mother, Mrs. Mercedes B. Brazan.
(3) Includes 1,250 shares held for the benefit of his minor
children.
(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.
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STOCK SPLIT PROPOSAL
The Board of Directors unanimously recommends that the
shareholders authorize a two-for-one stock split of all of the
Common Stock of the Company issued and outstanding on April 22,
1998, and, in connection therewith, adopt an amendment (the
"Amendment") to ARTICLE FOUR of the Company's Restated Articles
of Incorporation, as amended (the "Articles"), to restate the par
value of the Company's Common Stock at $2.50 per share. The text
of Article Four is set forth below.
ARTICLE FOUR: STOCK
The Corporation is authorized to issue
one class of shares to be designated as
"common". The total number of shares which
the Corporation is authorized to issue is
10,000,000 shares and the par value of each
share is $2.50. Shares redeemed by the
Corporation shall be restored to the status
of authorized but unissued shares of the
Corporation.
The stock split will not change the shareholders' equity or
interest in the Company, and the book value of two shares
immediately after the split would be equal to the book value of
one share immediately before the split. The par value of the
stock will be restated to $2.50 per share as a result of the
stock split. If the Stock Split Proposal is approved, each of the
shares outstanding on the record date of the Stock Split and each
of the shares then authorized will be converted into two shares.
The Annual Report to Shareholders of the Company for the
year 1997, which was mailed to the shareholders with this proxy,
includes the financial statements of the Company. The net income
per share, after considering the effect of the stock split, would
be $1.50 for the year ended December 31, 1997, $1.87 for the year
ended December 31, 1996, and $1.94 for the year ended December
31, 1995. The dividends per share paid for these respective
periods would also be restated and would be reflected as $0.63,
$0.53, and $0.33 respectively.
The Board of Directors believes that the stock split and the
resulting reduction in the market price of the Common Stock
should result in a broadening of public interest and a greater
availability of shares with the expectation that the share would
trade more frequently. Although the impact on the market price
of the shares cannot be predicted with certainty, it is likely
that the stock split would initially result in the price of each
share of Common Stock being approximately one-half of that
previously prevailing and that the aggregate market price of all
shares held by a particular stockholder should remain the same.
During the year 1997, known sales took place at between $31.00 and
$32.00 per share. The most recent known sale price in the first
quarter of 1998 was $37.00 per share. Thus, it is likely that
after the stock split, a sales price per share ranging from $15.50
to $18.50 could be expected.
If the Stock Split Proposal is adopted by the Company's
shareholders, it is expected that it will become effective May 8,
1998, the anticipated date upon which the Amendment to the
Articles would be filed with the Secretary of State of Louisiana.
Holders of record of the Company's Common Stock at the close of
business on May 8, 1998 will be entitled to receive one share of
Common Stock in addition to each such share then held. IT WILL
NOT BE NECESSARY FOR SHAREHOLDERS TO SURRENDER THEIR PRESENT
STOCK CERTIFICATES, EACH OF WHICH WILL CONTINUE TO REPRESENT THE
SAME NUMBER OF SHARES. Certificates representing the additional
shares of stock to which holders are entitled as a result of the
stock split are expected to be mailed to shareholders by May 31,
1998.
Adoption of the Stock Split Proposal requires the
affirmative vote of the holders of a majority of the outstanding
Common Stock.
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The Board of Directors unanimously recommends a vote "FOR"
the approval of the Stock Split Proposal.
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.
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. This year there is one
current board member who does not qualify to be a director
pursuant to section 3.13 of the By-laws. That director is Mr. J.
B. Falgoust. Although Mr. J. B. Falgoust does not qualify to be
nominated as a director, the Company has made arrangements to
hire him in an advisory capacity.
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 2001 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 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 11, 1998, 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 43 Petroleum Engineer 1986
Marathon Oil Company
Michael J. Cazenave 44 Pharmacist 1992
Audit Committee Eckerd Drugs
EDP Committee
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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 39 Attorney 1992
Audit Committee Freeport-McMoRan Copper
and Gold Inc.
McMoRan Oil & Gas Company
FM Properties Inc.
Clarence J. Savoie, II 50 Engineer -
C.J. Savoie, Consulting
Engineers, Inc.
Albert J. Waguespack 67 Oil Distributor and Farmer 1993
Audit Committee Waguespack Oil Co. and AJW
Farms
The aforementioned nominees for director includes one
individual who has not previously served on the Company's Board
of Directors, namely, Mr. Clarence J. Savoie, II. Mr. Savoie is
the president and chief executive officer of C.J. Savoie,
Consulting Engineers, Inc. located in Assumption Parish. Mr.
Savoie also serves as parish engineer for Assumption and St. John
the Baptist Parishes. He previously served as Chairman of the
Board of Directors of the former Assumption Bank and Trust.
All of the nominees named above, other than Mr. Clarence J.
Savoie, II 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; 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.
The following is a table of the other directors whose terms
do not expire until either the year 1999 or 2000.
CLASS II DIRECTORS Term expires in 1999
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
E. V. Cazenave, Jr. 69 President 1986
Audit Committee Cazenave Motor Company, Inc.
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CLASS II DIRECTORS Term expires in 1999 (Continued)
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Preston L. Falgoust 64 Retailer 1982
Chauvin Business Systems, Inc.
Formerly engaged in farming
Marcel T. Graugnard, Jr. 47 Retailer 1982
President, Graugnard, Inc.
Ozane J. Gravois, III 42 Farming 1996
Gravois Farms
David J. Vial, M.D. 69 Surgeon 1991
Coroner of St. Charles
Frank J. Bourgeois 49 Banking 1997
Senior Executive First American Bank and Trust
Vice President
EDP Committee
A. Earle Cefalu, Jr. 60 Automotive Dealer 1997
Hood-Cefalu Company, Inc.
Honora F. Gravois 68 Contractor 1993
President, M & H Builders, Inc.
Gloria A. Kliebert 60 Banking 1997
Senior Vice First American Bank and Trust
President
EDP Committee
Anthony J. Nobile 50 Attorney 1992
EDP Committee Martin, Himel, Peytavin &
Nobile
Carl J. Poche, M.D. 65 Physician 1986
Coroner of St. James Parish
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DIRECTORS' MEETINGS AND FEES
The Company's Board of Directors met six (6) times during
1997. 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 1997. 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 1997,
the Board of Directors of the Bank met thirteen (13) times, the
Compensation Committee met one (1) time, the Audit Committee met
three (3) 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, $500 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.
REMUNERATION OF EXECUTIVE OFFICERS
No executive officer of the Company received remuneration
during 1997, 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 1997 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 1997.
CASH COMPENSATION TABLE
Name and Other Annual
Principal Position Year Salary Bonus Compensation(1)
J. B. Falgoust, Chairman 1997 $221,596 $1,525 --
1996 190,494 14,537
1995 175,512 18,234
Frank J. Bourgeois(2), 1997 117,426 300 --
President and CEO 1996 97,571 6,030
Executive Officers 1997 608,711 3,025 --
as a group(3) 1996 475,132 31,979
1995 330,091 30,342
(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 year 1995.
(3) For the year 1995, includes 3 persons. For the year 1996
includes 5 persons. For the year 1997 includes 6 persons.
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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 1997, the
Bank contributed $61,117 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 $116,783 plus an
estimated $17,926 from Social Security for a total of $134,709.
Mr. J. B. Falgoust has been employed since 1951 with the Bank and
is currently age 70 and has been employed with the Bank for a
forty-six (46) year period.
The estimated annual benefit payable upon retirement at
normal retirement age for Mr. Frank J. Bourgeois is $57,374 plus
an estimated $16,656 from Social Security for a total of $74,030.
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-eight (28) 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 1997 to directors,
officers, and their related interests was $5,388,761, which
represented 16.16% of the Bank's equity capital accounts at such
time. As of December 31, 1997, the amount of such loans
outstanding was $5,067,503 which represented 14.73% 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, 1997, 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 1997, the firm
received $32,583 for legal services rendered to the Company. Mr.
Dean T. Falgoust, an attorney and director, has also provided the
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Company and the Bank with legal advice from time to time during
1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Bank's Board of Directors
consists of Messrs. Frank J. Bourgeois, E. V. Cazenave, Jr., Dean
T. Falgoust, J. B. Falgoust, Preston L. Falgoust, Marcel T.
Graugnard, Jr., Gloria A. Kliebert, Carl J. Poche, and Albert J.
Waguespack. Mr. J. B. Falgoust is the Chairman of the Company
and the father of Dean T. Falgoust; however, they do not
participate in any deliberations of the Committee concerning the
Chairman'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. Mr. Frank J. Bourgeois is the
President and Chief Executive Officer of the Company, however he
does not participate in any deliberation of the Committee
concering the Chief Executive Officer's compensation. Ms. Gloria
A. Kilibert is the Senior Vice President of the Company, however,
she does not participate in any deliberation of the Committee
concerning the Senior 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
Association and other similar trade organizations.
The compensation package offered to exective officers consists
of salary and an incentive cash bonus. The compensation to executive
officers was determined in March 1997 based upon the performance of
the Company in 1996. The committee evaluates the Bank's Return on
Average Assets as well as the Return on Average Equity and compares
it to Bank's of similar size.
During the year 1996, the Bank's Return on Average Assets was
1.83% and the Return on Average Equity was 16.49%. These ratios,
although not exclusively, play an important role in setting the
compensation of executive officers. These ratios were significantly
higher than those for Bank's of similar size. For example, during 1996,
the banks in the Bank's peer group (Banks of similar size) had a
Return on Average Assets of approximately 1.22%. Thus, the Bank's
Return on Average Assets was approximately 50% greater than that of
the Bank's peer group.
Accordingly, the above factors along with others resulted in an
approximate 16% increase in the salary of Mr. J.B. Falgoust, the
Chairman, and a 20% increase in the salary of Mr. Frank J. Bourgeois,
the President and CEO.
The incentive cash bonus of the executive officers is based on the
growth, profitability, and loan quality of the Bank, as well as the
productivity of the employees. The incentive program is evaluated in
December of each year based on the previous twelve month performance
of the above mentioned factors. As is shown in the Cash Compensation
Table for executive officers on page 7, the bonuses of executive
officers is considerably less than that of previous years. The primary
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reason for this is because the Bank was not as profitable as in previous
years. The 1997 net income was approximately $4.0 million compared to
the 1996 net income of approximately $5.0 million.
The following directors served on the Compensation
Committee:
Frank J. Bourgeois Marcel T. Graugnard, Jr.
E. V. Cazenave, Jr. Gloria Kliebert
Dean T. Falgoust Carl J. Poche
J. B. Falgoust Albert J. Waguespack
Preston L. Falgoust
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, 1997. The graph assumes that $100 was invested on
January 1, 1992, 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 375%.
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 291% and 132%, respectively.
PERFORMANCE GRAPH
[The performance graph is located here in the paper form]
1992 1993 1994 1995 1996 1997
One American Corp. $100 $135 $224 $366 $443 $475
NASDAQ Banks $100 $129 $131 $189 $239 $391
NASDAQ Stocks $100 $115 $111 $155 $191 $232
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INDEPENDENT ACCOUNTANTS
The firm of Hannis T. Bourgeois, L.L.P., Baton Rouge,
Louisiana, served as independent certified public accountants for
the Company and the Bank with respect to the year 1997, and has
been selected to be the Company's independent certified public
accountants for 1998. All services rendered were approved by the
Bank's Audit Committee, which has determined the firm of Hannis
T. Bourgeois, L.L.P. to be independent. It is expected
that one or more representatives of Hannis T. Bourgeois, 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,
1997, 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
1999 Annual Meeting of Shareholders is December 31, 1998.
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 25, 1998
11
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ONE AMERICAN CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1998,
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of One American Corp., a Louisiana
corporation (the "Company"), hereby appoints Frank J. Bourgeois,
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 22,
1998, 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 effectuate a two-for-one stock split of the Common Stock of the
Company and, in connection therewith, to amend the articles of
incorporation of the Company to decrease the par value of each share
of common stock to $2.50.
2. VOTE FOR___ AGAINST___ ABSTAIN___ the proposal
to elect Craig G. Brazan, Michael J. Cazenave, Dean T. Falgoust,
Clarence J. Savoie, II, and Albert J. Waguespack as Class I directors
to serve for a three year term.
To withhold authority to vote for any nominee(s), write the nominee's
name(s) on the following line:
_____________________________________________________
3. 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 and 2.
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 25, 1998.
Dated: ________________________________________
_______________________
Signature of Shareholder
________________________________________
Signature of Shareholder
Number of Shares
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.
