ONE AMERICAN CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1999
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 1999 Annual Meeting of
Shareholders (the "Meeting") to be held on Wednesday, April 21,
1999, 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 24,
1999.
PROXY SOLICITATION
The matters to be considered and voted upon at the Meeting
will be:
(1) Election of Directors. Electing six (6) Class II
directors to serve until the 2002 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:
Steven G. Cazenave Ozane J. Gravois, III
Preston L. Falgoust Debra Dufresne Vial
Marcel T. Graugnard, Jr. Craig A. Vitrano, M.D.
(2) 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
<PAGE> 1
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 2,670,076 shares of the
Company's Common Stock on March 10, 1999, 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 10,
1999, 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 Nature Percent
Beneficial Owner of Beneficial Ownership of Class(1)
Frank J. Bourgeois 23,900 0.90
Craig G. Brazan 58,838(2) 2.20
E. V. Cazenave, Jr. 62,500 2.34
Michael J. Cazenave 31,324 1.17
Steven G. Cazenave 27,440(3) 1.03
A. Earle Cefalu, Jr. 2,120 0.08
Dean T. Falgoust 65,090(4) 2.44
J. B. Falgoust 94,962(5) 3.56
Preston L. Falgoust 20,360 0.76
Marcel T. Graugnard, Jr. 44,980 1.68
Honora F. Gravois 16,900 0.63
Ozane J. Gravois, III 7,680 0.29
Gloria A. Kliebert 24,210 0.91
Anthony J. Nobile 20,960 0.78
Carl J. Poche, M.D. 27,960 1.05
Clarence J. Savoie, II 1,480 0.06
(1) Based upon 2,670,076 shares presently outstanding.
(2) Includes 27,634 shares subject to the usufruct of his
mother, Mrs. Mercedes B. Brazan and 3,694 shares held for the
benefit of his minor children.
(3) Includes 26,940 shares held in trusts of which Mr. Steve G.
Cazenave is a trustee and as to which he has voting power. Mr.
Cazenave disclaims beneficial ownership of the shares held in
those trusts.
(4) Includes 3,900 shares held for the benefit of his minor
children.
<PAGE> 2
(5) Mr. J. B. Falgoust is not a Director of the Company,
however, he has been retained by the Company in an advisory
capacity and is considered an Executive Officer of the Company.
Table continued from previous page
Name Of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
David J. Vial, M.D. 31,200(6) 1.17
Debra Dufresne Vial 3,040 0.11
Craig A. Vitrano, M.D. 30,750(7) 1.15
Albert J. Waguespack 32,580 1.22
Directors and Executive
Officers
of the Company as a Group
(23 persons) 635,394 23.80
(6) Includes 29,000 shares held in the name of Mercy Clinic
Corporation - Money Purchase Pension Plan for the benefit of
David J. Vial, M.D.
(7) Includes 6,000 shares held for the benefit of his minor
children.
ELECTION OF DIRECTORS
The Company's By-laws provide that the number of directors
of the Company shall initially consist of the number of directors
(12) named in the Articles of Incorporation. Thereafter, the
number of directors which constitute the entire Board shall be
determined by resolution of the Board of Directors at any meeting
thereof or by the shareholders at any meeting thereof, but shall
never be less than one.
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 are two
current board members who do not qualify to be a director
pursuant to section 3.13 of the By-laws. Those directors are Mr.
E.V. Cazenave, Jr. and Mr. David J. Vial, M.D.
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 2002 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 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.
<PAGE> 3
The following table sets forth the names of and certain
information as of March 10, 1999, 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
Steven G. Cazenave 45 Sales Manager
Cazenave Motor Company, -
Inc.
Preston L. Falgoust 65 Retailer 1982
Chauvin Business Systems,
Inc.
Formerly engaged in
farming
Marcel T. Graugnard, 48 Retailer 1982
Jr. President, Graugnard, Inc.
Ozane J. Gravois, 43 Farming 1996
III Gravois Farms
Debra Dufresne Vial 36 General Manager
Esperanza Restaurant & -
Lounge
Director of Sales
Ramada Limited - Luling
Craig A. Vitrano, 44 Physician 1993
M.D.
The aforementioned nominees for director include two
individuals who have not previously served on the Company's Board
of Directors, namely, Mr. Steven G. Cazenave and Mrs. Debra
Dufresne Vial. Mr. Cazenave is the Sales Manager of Cazenave
Motor Company located in Vacherie. Mr. Cazenave has served in
this position since 1975, upon receiving his Bachelor of Science
in Business Administration from Nicholls State University. Mr.
Cazenave is also a member of the Knights of Columbus. Mrs. Vial
is the General Manager of Esperanza Restaurant & Lounge and
Esperanza Banquet Room in Luling since 1995. Mrs. Vial also is
the Director of Sales of the Ramada Limited in Luling since 1996.
Mrs. Vial is a member of the St. Charles Business Association and
Professional Women of the River Region.
All of the nominees named above, other than Mr. Steven G.
Cazenave and Mrs. Debra Dufresne Vial, 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. the father of Steven G.
Cazenave and the uncle of Michael J. Cazenave; Dean T. Falgoust,
a Director of the company, is the son of J. B. Falgoust, an
Executive Officer of the Company, and is the brother of Ronald J.
Falgoust, an
<PAGE> 4
Executive Vice President of the Company. 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 2001 or 2000.
CLASS I DIRECTORS Term expires in 2001
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Craig G. Brazan 44 Petroleum Engineer 1986
Marathon Oil Company
Michael J. Cazenave 45 Pharmacist 1992
Audit Committee Eckerd Drugs
EDP Committee
Dean T. Falgoust 40 Attorney 1992
Audit Committee Freeport-McMoRan Copper and
Gold Inc.
McMoRan Exploration
Company
Stratus Properties Inc.
Clarence J. Savoie, 51 Engineer 1998
II C.J. Savoie, Consulting
Engineers, Inc.
Albert J. Waguespack 68 Oil Distributor and Farmer 1993
Audit Committee Waguespack Oil Co. and AJW
Farms
CLASS III DIRECTORS Term expires in 2000
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Frank J. Bourgeois 50 Banking 1997
President and CEO First American Bank
EDP Committee and Trust
A. Earle Cefalu, Jr. 61 Automotive Dealer 1997
Hood-Cefalu Company,
Inc.
Honora F. Gravois 69 Contractor 1993
President, M & H Builders,
Inc.
<PAGE> 5
CLASS III DIRECTORS Term expires in 2000 (Continued)
First
Name and Title Principal Occupation Year
Other Than Director Age During Past Five Years Appointed
Director
Gloria A. Kliebert 61 Banking 1997
Senior Vice First American Bank
President and Trust
EDP Committee
Anthony J. Nobile 51 Attorney 1992
EDP Committee Martin, Himel, Peytavin &
Nobile
Carl J. Poche, M.D. 66 Physician 1986
Coroner of St. James
Parish
DIRECTORS' MEETINGS AND FEES
The Company's Board of Directors met seven (7) times during
1998. 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 1998. 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 1998,
the Board of Directors of the Bank met twelve (12) 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 four (4) times.
Members of the Company's Board of Directors are compensated
$175 for each meeting attended, $500 for each Bank Board meeting
attended and $300 for each Bank Committee meeting attended,
except for the Loan Committee which receive $450 for each meeting
attended and the Strategic Business Plan Committee which receive
$500 for each meeting attended.
REMUNERATION OF EXECUTIVE OFFICERS
No executive officer of the Company received remuneration
during 1998, 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 1998 to (i) each of
the highest paid executive officers of the Company for whom such
remuneration exceeded $100,000, and (ii) all executive officers
of the Company, as a group. The figures set forth on the
following page are for the full fiscal year of 1998.
<PAGE> 6
CASH COMPENSATION TABLE
Name and Other Annual
Principal Position Year Salary Bonus Compensation 1
J. B. Falgoust, 1998 $131,923 $13,897 $20,695
Chairman Emeritus 1997 221,596 1,525
1996 190,494 14,537
Frank J. Bourgeois, 1998 $134,773 $9,629 --
President and CEO 1997 117,426 300
1996 97,571 6,030
Executive Officers 1998 $547,646 $43,608 --
as a group2 1997 608,711 3,025
1996 475,132 31,979
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, except to Mr. J.B. Falgoust for
the year 1998. In 1998, Mr. J.B. Falgoust was compensated with
an automobile for his many years of service to the Company.
2 For the year 1996, includes 5 persons. For the year 1997 and
1998 includes 6 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 1998, the
Bank contributed $110,058 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.
In 1998, Mr. J. B. Falgoust retired from the Board of
Directors, but he has been retained in an advisory capacity with
the Company on a part time basis. Mr. J. B. Falgoust has also
started to collect his annual benefit from the pension plan in
1998. The estimated annual benefit payable to Mr. J. B. Falgoust
is $119,184 plus an estimated $20,043 from Social Security for a
total of $143,230. Mr. J. B. Falgoust had been employed since
1951 with the Bank and is currently age 71 and had been employed
with the Bank for a forty-seven (47) year period.
The estimated annual benefit payable upon retirement at
normal retirement age for Mr. Frank J. Bourgeois is $69,288 plus
an estimated $17,432 from Social Security for a total of $74,030.
Mr. Frank J. Bourgeois
<PAGE> 7
has been employed since 1969 with the Bank
and is currently age 50 and has been employed with the Bank for a
twenty-nine (29) 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 1998 to directors,
officers, and their related interests was $5,670,986, which
represented 17.21% of the Bank's equity capital accounts at such
time. As of December 31, 1998, the amount of such loans
outstanding was $5,670,986 that represented 17.21% 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, 1998, 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 1998, the firm
received $20,223 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
1998.
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, Preston L. Falgoust, Marcel T. Graugnard, Jr.,
Gloria A. Kliebert, Carl J. Poche, and Albert J. Waguespack. Mr.
J. B. Falgoust is Chairman Emeritus of the Company and the father
of Mr. Dean T. Falgoust; however, Mr. Dean T. Falgoust does not
participate in any deliberations of the Committee concerning the
consulting contract with the Chairman Emeritus. Mr. Dean T.
Falgoust is the brother of Ronald J. Falgoust, the Executive Vice
President; however, he does 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 concerning the Chief
Executive Officer's compensation. Ms. Gloria A. Kliebert 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
<PAGE> 8
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 executive officers
consists of salary and an incentive cash bonus. The compensation
to executive officers was determined in March of 1998. The
committee evaluates comparable salaries in the market and adjusts
salaries for its executive officers accordingly. In addition,
the committee evaluates the Bank's Return on Average Assets as
well as the Return on Average Equity and compares it to Banks of
similar size.
During the year 1997 the Bank's Return on Average Assets was
1.37% and the Return on Average Equity was 12.05%. The banks in
the Bank's peer group of Louisiana (Banks of similar size) had a
Return on Average Assets of approximately 1.21%. The Bank's
Return on Average Assets was approximately 13.2% greater than
that of the Bank's peer group of Louisiana.
In 1998, Mr. J. B. Falgoust retired from the Board of
Directors of the Company and the Bank. However, he has been
retained in advisory capacity for the Company and the Bank and
has been named Chairman Emeritus. As a result of the retirement
of Mr. J. B. Falgoust from the Board, Mr. Frank J. Bourgeois'
responsibilities have increased. Considering the above factors,
Mr. Frank J. Bourgeois' salary was increased accordingly.
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. In
December of 1998, the executive officers were rewarded with cash
bonuses. During 1998, the Bank grew its deposits by 9.7% and it
grew its loan portfolio by 21.4%. Although, the overall net
income of the Bank was not much greater than that of 1997, the
core income of the Bank was approximately $417,000 greater in
1998 than 1997. The core income represents income that is of a
recurring nature and does not include certain income or gains
that are non-recurring such as gain on purchased assets, gain on
sale of other real estate, gain on sale of previously charged off
bonds, and the difference in the provision for loan losses.
Also, the Bank had a net recovery of $140,000 in 1998. The above
factors contributed to the cash bonuses awarded to the executive
officers.
The following directors served on the Compensation
Committee:
Frank J. Bourgeois Marcel T. Graugnard, Jr.
E. V. Cazenave, Jr. Gloria A. Kliebert
Dean T. Falgoust Carl J. Poche
Preston L. Falgoust Albert J. Waguespack
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, 1998. The graph assumes that $100 was invested on
January 1, 1993, 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 519%.
The cumulative total returns for all U. S. stocks quoted on the
NASDAQ Stock Market and for all bank stocks quoted on the NASDAQ
<PAGE> 9
Stock Market for the same five-year period as measured by the
above indices were approximately 166% and 182%, respectively.
PERFORMANCE GRAPH
[The performance graph is located here in the paper form]
1993 1994 1995 1996 1997 1998
One American $100 $166 $270 $328 $354 $619
Corp.
NASDAQ Banks $100 $101 $146 $185 $302 $267
NASDAQ Stocks $100 $97 $135 $166 $202 $282
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 1998, and has been
selected to be the Company's independent certified public
accountants for 1999. 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,
1998, 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.
<PAGE> 10
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be
considered for inclusion in the Proxy Statement for the Company's
2000 Annual Meeting of Shareholders is December 31, 1999.
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 24, 1999
<PAGE> 11
ONE AMERICAN CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 1999,
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 21,
1999, 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 Steven G. Cazenave, Preston L. Falgoust, Marcel T.
Graugnard, Jr., Ozane J. Gravois, III, Debra Dufresne Vial, and Craig
A. Vitrano, M.D. as Class II 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:
_____________________________________________________
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 24, 1999.
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.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1999
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 1999 Annual Meeting of Shareholders of One
American Corp. (the "Meeting") will be held on Wednesday,
April 21, 1999 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 six (6) Class II directors
to serve until the 2002 Annual Meeting of
Shareholders and until their successors are
elected and qualified:
Steven G. Cazenave Ozane J. Gravois, III
Preston L. Falgoust Debra Dufresne Vial
Marcel T. Graugnard, Jr. Craig A. Vitrano, M.D.
2. 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 10, 1999, 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 24, 1999
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.
