<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
--------------------------------------------------------
THE NEW IBERIA BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------------------------------
THE NEW IBERIA BANCORP, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
--------------------------------------------------------
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable.
(2) Aggregate number of securities to which transaction applies:
Not applicable.
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
Not applicable.
(4) Proposed maximum aggregate value of transaction:
Not applicable.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
(1) Amount previously paid:
Not applicable.
(2) Form, Schedule or Registration Statement No.:
Not applicable.
(3) Filing Party:
Not applicable.
(4) Date Filed:
Not applicable.
____________________
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE> 2
March 29, 1995
To The Stockholders of The New Iberia Bancorp, Inc.:
The annual meeting of the shareholders of The New Iberia Bancorp, Inc. will be
held on Monday, April 17th at 10:00 a.m. at the main office of The New Iberia
Bank. We believe that this meeting is important to the future of your
investment, the Bank, and its employees.
We urge you to cast your votes in support of your Board of Directors. They
have put the Bank in its current very profitable position. They have the
experience to run the Bank and to address all the issues that it involves.
Their plans to achieve your objectives of marketability and liquidity for your
stock by applying to list the corporation on a registered stock exchange are
described in the enclosed proxy statement.
Mr. Tony Schwing is attempting to replace a majority of the current board with
members of his shareholders committee. If he is successful in gaining a
majority of board seats, it is believed that he will move to sell the Bank as
quickly as possible. That may not be in your best interest. If the Bank is
not sold, do you want to run the risk of allowing Tony Schwing and his
inexperienced nominees to manage the Bank?
PLEASE VOTE FOR THE CURRENT BOARD OF DIRECTORS. SIGN THE WHITE PROXY CARD AND
RETURN IT TO THE BANK AS SOON AS POSSIBLE. DO NOT RETURN TONY SCHWING'S PROXY.
We encourage you to read the enclosed proxy statement carefully and contact us
if you have any questions or concerns.
Thank you for your support!
Ernest Freyou James W. Schwing, Sr.
President & CEO Chairman of the Board
<PAGE> 3
THE NEW IBERIA BANCORP, INC.
800 SOUTH LEWIS STREET
NEW IBERIA, LA 70560
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 1995
To the Shareholders:
Notice is hereby given that the Annual Meeting of shareholders of The New
Iberia Bancorp, Inc. will be held at the Main Office of The New Iberia Bank,
800 South Lewis Street, New Iberia, Louisiana, on Monday, April 17, 1995, at 10
o'clock a.m. for the purpose of considering and voting upon the following
matters:
(1) To set the number of Directors to be elected.
(2) To elect Directors.
(3) To amend the Articles of Incorporation to eliminate the par
value of the common stock and to effectuate a 40-to-1 stock
split.
(4) To ratify the Board of Directors appointment of an independent
certified public accountant.
(5) To consider a shareholder proposal to repeal certain
amendments to the Bylaws adopted by the Board of Directors.
(6) To transact such other business as may properly come before
said meeting, or any adjournments or postponements thereof.
Only shareholders of record at the close of business on March 29, 1995, shall
be entitled to vote at the meeting.
ERNEST FREYOU JAMES W. SCHWING, SR.
President Chairman of the Board
Chief Executive Officer
_________
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER, IN
ORDER TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE DATE,
SIGN AND MAIL THE ENCLOSED WHITE PROXY CARD IN THE ACCOMPANYING STAMPED,
SELF-ADDRESSED ENVELOPE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
YOUR PROXY MAY BE REVOKED BY APPROPRIATE WRITTEN NOTICE TO THE SECRETARY OF THE
NEW IBERIA BANCORP, INC. AT ANY TIME PRIOR TO THE VOTING THEREOF. IF YOU
ATTEND THE MEETING IN PERSON, YOU MAY, IF YOU WISH, VOTE PERSONALLY ON ALL
MATTERS BROUGHT BEFORE THE MEETING, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A
PROXY.
<PAGE> 4
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of The New Iberia
Bancorp, Inc. (the Corporation), for use at the Annual Meeting of the
Corporation to be held at 10:00 a.m. on Monday, April 17, 1995, at 800 South
Lewis Street, New Iberia, Louisiana or any adjournments or postponements
thereof. Proxies are revocable at any time prior to their exercise by written
notice to the Secretary of the Corporation. You may revoke your proxy before
the meeting or in person at the meeting by giving written notice of revocation
to the Secretary of the Corporation at or before the meeting or by submitting a
later-dated proxy.
As to proxies that are duly executed and returned, the shares represented
thereby will be voted in accordance with the specifications made thereon.
Proxies received on which no specification is made will be voted (i) "FOR"
fixing the number of directors at eleven (11); (ii) "FOR" the eleven (11)
nominees proposed by the Corporation (unless cumulative voting applies, in
which case the proxy holder shall have authority to vote the shares represented
by the proxy cumulatively for any candidate(s) for whom authority to vote has
not been withheld); (iii) "FOR" giving the proxies discretion to vote for a
replacement if a director nominee is unable to serve, (iv) "FOR" amending the
Articles of Incorporation of the Corporation to eliminate the par value of the
common stock and to effectuate a 40-to-1 stock split; (v) "FOR" ratifying the
Board's appointment of an independent certified public accountant; and (vi)
"AGAINST" the repeal of certain amendments to the Bylaws adopted by the Board.
This Proxy Statement and the enclosed form of proxy were sent to shareholders
on or about March 29, 1995, which is the date of the Proxy Statement. The
Corporation and its wholly-owned subsidiary, The New Iberia Bank (the Bank),
have their principal executive offices at 800 South Lewis Street, New Iberia,
Louisiana, 70560; telephone (318) 365-6761.
The Corporation has been informed that Jules A. (Tony) Schwing or others
represented by him are soliciting proxies for their own director nominees and
for repeal of certain Bylaw provisions. In proxy contests, the rule is that
the proxy executed last is the one that counts. IT IS IMPORTANT IF YOU WANT TO
VOTE AS YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE LAST PROXY YOU SIGN AND
SEND BE THE BOARD'S WHITE PROXY.
As of the date of this Proxy Statement, the number of shares of common stock
outstanding and entitled to vote at the Annual Shareholders Meeting to be held
on April 17, 1995, is forty-nine thousand, seven hundred ninety-four (49,794).
Only persons who are shareholders of record at the close of business on March
29, 1995, are entitled to vote. Each such shareholder shall be entitled to one
vote for each share of stock held by him on all matters to come before the
meeting except as described below with respect to cumulative voting in the
election of directors. The presence in person or by proxy of the holders of a
majority of the outstanding shares of common stock of the Corporation that are
entitled to vote at the meeting is necessary to constitute a quorum at the
meeting or any adjournments or postponements thereof.
If a quorum is present, directors will be elected by plurality vote (i.e.,
assuming the number of directors is fixed at 11, the 11 nominees receiving the
greatest number of votes will be elected), the Articles of Incorporation will
be amended only upon the vote of at least two- thirds of the total voting power
and all other matters will be decided by a majority vote of the voting power
present. A shareholder's abstention or refusal to vote on a particular matter
will not affect the presence of a quorum or reduce the voting power present.
(In effect, therefore, an abstention is counted as a vote against a matter.) A
non-vote (including broker non-votes) will have the effect of a vote against
the amendment of the Articles of Incorporation (as it will not pass unless
approved by two-thirds of the total voting power) and will have no effect on
the remaining items.
<PAGE> 5
In the election of directors, shareholders have cumulative voting rights.
Cumulative voting shall not be required unless at least one shareholder gives
notice at the meeting prior to the voting of his intention to cumulate votes.
Tony Schwing has expressed to the Corporation his intention to request
cumulative voting, and it is expected that he will reiterate that request at
the Annual Meeting. If cumulative voting is requested, then each shareholder
voting for the election of directors has the right to multiply the number of
votes to which he is entitled (on a one vote per share basis) by the number of
directors to be elected, and to cast all such votes for one candidate or to
distribute them among any two or more candidates (provided that votes cannot be
cast for more than 11 candidates or such other number as may be fixed as the
number of directors to be elected). (For example, a shareholder owning 100
shares will be entitled to cast 1100 votes, assuming the number of directors is
fixed at 11, and to cast all 1100 votes for one candidate or to distribute them
among any two or more candidates.) In the event that cumulative voting is
required, the persons authorized to vote shares shall have the authority and
discretion to vote such shares cumulatively for any candidate or candidates for
whom authority to vote has not been withheld. As noted above, directors will
be elected by plurality vote (i.e., assuming the number of directors is fixed
at 11, the 11 nominees receiving the greatest number of votes will be elected).
Tony Schwing has advised the Corporation that he intends to solicit proxies for
his own nominees to the Board and for repeal of certain Bylaw amendments
adopted by the Board. The Board opposes Tony Schwing's solicitation of proxies
and urges you NOT to sign any proxy form sent to you by Tony Schwing or others
on his behalf. If the shareholders committee purportedly formed pursuant to
adoption of a proposal by written consents (and now the subject of litigation,
see "Certain Litigation"), solicits proxies along with Tony Schwing, the Board
urges you NOT to sign its proxies either.
Your Board of Directors has worked for years to bring the Corporation and the
Bank to their current positions of prosperity and growth. The current Board
has the ability and experience to manage the Bank if it is not sold. The Board
has a long-range plan to expand the Bank's market area and to capitalize on its
position as one of the last remaining community banks in the New Iberia area.
In addition, the Board (while trying to ensure that the shareholders committee
acts properly and legally) has attempted to meet with the shareholders
committee to see whether the Board and the committee can find common ground and
cooperate. Its efforts have been rebuffed. The Board has asked the
shareholders committee for copies of the materials the committee sent to
potential acquirors of the Corporation or the Bank and responses received from
such persons. As of March 27, 1995 (when this proxy statement was sent out to
be duplicated), the committee had refused to deliver to the Board that
information or to allow the Board to see it (except as ordered by the court in
ongoing state court proceedings). All of Tony Schwing's director nominees but
one are on the shareholders committee. This group is looking for a bank or
bank holding company to acquire the Corporation or the Bank. Through March 27,
1995, this group had refused to discuss its efforts with the Board or provide
information about its activities to the Board. Tony Schwing's director
nominees were handpicked by him. Can you be sure that they will act in the
best interests of all of the shareholders in the event that the Corporation or
the Bank is sold? Do they have the experience to determine whether an offer
from a potential acquiror is a good one for all shareholders? More
importantly, what if the Corporation and the Bank are not sold? People with
experience should be in the position of running the Corporation and the Bank.
Tony Schwing's nominees do not have the necessary experience to run the
Corporation and the Bank. To the knowledge of the Board, none of Tony
Schwing's nominees, other than himself, have ever served on the board of a bank
or other financial institution.
The current Board is trying to pursue listing on a public stock exchange to
bring you liquidity and an organized market for your shares. Tony Schwing did
not support the proposal to amend the Articles of Incorporation to eliminate
the par value of the Corporation's stock and effectuate a stock split, which is
necessary to apply for listing on an exchange. This suggests that he is not
concerned about your interests or the liquidity of your shares.
-2-
<PAGE> 6
SUPPORT YOUR CURRENT BOARD OF DIRECTORS. RETURN THE WHITE PROXY CARD SOLICITED
BY THE BOARD. DO NOT RETURN TONY SCHWING'S PROXY.
Only this proxy statement is furnished by the Board of Directors of the
Corporation. Any proxy statement and proxy solicitation being made by Tony
Schwing or others represented by him is NOT supported by management.
PRINCIPAL SHAREHOLDERS AND SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 24, 1995, information concerning the
beneficial ownership of voting stock of the Corporation by persons who are
known to the Corporation to own beneficially more than 5% of the Corporation's
voting common stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Jules A. (Tony) Schwing 15,772 (1) 31.67%
P. O. Box 10069
New Iberia, LA 70560-0069
</TABLE>
____________________
(1) The Estates of Jules B. Schwing and Marie Louise Landry Schwing,
Executor Jules A. (Tony) Schwing, beneficially own 15,122 shares of
stock, making the estates the beneficial owner of 30.37% of the
outstanding common stock of the Corporation. Jules B. Schwing died on
April 14, 1991, and Tony Schwing was appointed and confirmed as
Executor for the Succession of Jules B. Schwing on April 23, 1991.
Marie Louise Landry Schwing died on June 17, 1985, and Tony Schwing
was appointed and confirmed as Executor for the Succession of Marie
Louise Landry Schwing on September 28, 1993. Motions have been filed
in each of the succession proceedings by Susan Schwing, Tony Schwing's
sister, seeking, among other things, to have Tony Schwing removed as
executor. These motions are currently set for hearing on April 7,
1995. Tony Schwing owns individually 650 shares (1.3%) of the
outstanding common stock of the Corporation. It is unknown at this
time whether a change in control will occur when the shares owned by
the Estates are distributed. The Estates, Tony Schwing and Tony
Schwing's siblings as a group own 18,705 shares (37.56%) of the
Corporation's outstanding common stock. The siblings of the deceased
Jules B. Schwing (the children of J. E. Schwing other than the
deceased Jules B. Schwing) collectively own 4,162 shares (8.37%) of
the Corporation's outstanding common stock. The aforementioned
shareholders own, in the aggregate, 22,867 shares of stock making
them, as a group, 45.92% beneficial owners. The individual members of
the Schwing family disclaim any beneficial ownership in the shares
owned by the other members of the Schwing family. According to a
Schedule 13D filed with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 by Tony Schwing and several other
shareholders under cover of a letter dated September 30, 1994, and
amended by Amendment No. 1 dated November 17, 1994 and Amendment No. 2
dated January 18, 1995, Tony Schwing, the Estate of Jules B. Schwing,
the Estate of Marie Louise Landry Schwing, Edmond L. Schwing, John E.
Schwing, III, Marie Louise Schwing and Edmond A. Lamperez, M.D. (the
"Initial Reporting Persons") have taken certain actions in concert
(although the Schedule 13D disclaims that such persons constitute a
"group") and Charles C. Lemaire, James L. Gray and Eugene A. Patout
(the "Added Reporting Persons"), together with Tony Schwing and Edmond
Lamperez, constitute a shareholders committee. Collectively, the
shareholders listed on the Schedule 13D own 18,252 shares of common
stock of the Corporation, representing approximately 36.5% of the
Corporation's outstanding shares.
-3-
<PAGE> 7
The 11 members of the Board of Directors of the Corporation and 6 executive
officers of the Corporation, who are not Directors, as a group own 17,504
shares of stock (including the 15,772 shares beneficially owned by Tony
Schwing), making the group a 35.15% beneficial owner. See "Election of
Directors" for the stock ownership of directors.
CHANGE IN CONTROL
At Tony Schwing's request, the Corporation recently transferred the shares of
stock registered in the name of Marie Louise Landry Schwing into the name of
Tony Schwing in his capacity as the executor of the Succession of Marie Louise
Landry Schwing and the shares of stock registered in the name of Jules B.
Schwing into the name of Tony Schwing in his capacity as executor of the
Succession of Jules B. Schwing. The Corporation does not know whether a change
in control may be deemed to have taken place as a result of the requested
transfer.
Moreover, the Schedule 13D filing referred to in Note (1) above states that
Tony Schwing, the Estate of Jules B. Schwing, the Estate of Marie Louise Landry
Schwing, Edmond L. Schwing, John E. Schwing, III, Marie Louise Schwing and
Edmond A. Lamperez, M.D. have taken certain actions in concert (although the
Schedule 13D disclaims that such persons constitute a "group"). The actions of
those persons could constitute or result in a change in control.
Finally, the Schedule 13D references a shareholders' committee consisting of
Tony Schwing, Edmond A. Lamperez, M.D., Eugene A. Patout, Charles Lemaire and
James L. Gray which intends, under certain circumstances, to make
recommendations with respect to the sale of the Corporation or Bank. The
formation of this group, or actions taken by this group, could also constitute
or cause a change in control of the Company.
ELECTION OF DIRECTORS
The Board of Directors will present a resolution to the meeting establishing
the number of Directors at 11. The persons named below, who were approved by
the Board of Directors, have been nominated for election to serve until the
1996 annual meeting or until their successors are chosen and have qualified.
In the event that one or more of the nominees listed below is not available for
election at the time of the meeting, either the number of directors to be
elected will be correspondingly reduced or, if the Board of Directors nominates
a replacement candidate or candidates, the persons named in the accompanying
proxy may, in their discretion, vote for such candidate or candidates. The
information furnished concerning the nominees has been obtained from them,
except for information known to the Corporation. The Board of Directors
contemplates that the persons named in the proxy will vote for the resolution
fixing the number of Directors and, if cumulative voting is requested, will
vote proxies received by them in such a manner in accordance with cumulative
voting as will ensure the election of as many of the nominees listed below as
possible and, in such event, the specific nominees to be voted for will be
determined by the proxy holders.
-4-
<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE AND FIRST BECAME SHARES OF STOCK
PRINCIPAL OCCUPATION A DIRECTOR OF BENEFICIALLY OWNED* PERCENT
(LAST 5 YEARS) BANK OR CORP. (AS OF 3/24/95) OF CLASS
<S> <C> <C> <C>
Samuel S. Broussard, Sr. 82 11-24-80 105 .21
President
Sam Broussard, Inc.
P.O. Drawer 11507
New Iberia, LA 70562-1507
Truck & Tractor Dealer
Management and Rancher
J. Preston Duhe 74 4-28-80 258 .52
2915 Old Spanish Trail
New Iberia, LA 70560
Retired Farmer
Ernest Freyou 56 7-01-88 138 .28
President and CEO
The New Iberia Bancorp, Inc.
The New Iberia Bank
P.O. Box 11240
New Iberia, LA 70562-1240
Gerald H. Halphen, M.D. 63 4-12-82 100 .20
Pediatrician
125 Hilltop Circle
New Iberia, LA 70560
Frank C. Minvielle 56 11-04-91 100 .20
Sales
Cameco, Inc.
2714 1/2 West Main Street
Jeanerette, LA 70544
Farming & Sugar Industry Equipment
William D. Quinlan 54 11-04-91 160 .32
President
Insurance Center of New Iberia
P.O. Box 12710
New Iberia, LA 70562-2710
Insurance Agency
James W. Schwing, Sr. 61 7-26-71 522 (1,2) 1.05
Chairman of the Board
The New Iberia Bancorp, Inc.
The New Iberia Bank
P.O. Box 13340
New Iberia, LA 70562-3340
Attorney
</TABLE>
-5-
<PAGE> 9
<TABLE>
<S> <C> <C> <C> <C>
Jules A. Schwing 54 4-27-92 15,772 (2) 31.67
President
Schwing Insurance Agency
P.O. Box 10069
New Iberia, LA 70562-0069
Insurance Agent
Jerry E. Shea, Sr. 69 7-26-71 105 .21
Chairman
Bayou Welding Works, Inc.
P.O. Box 11010
New Iberia, LA 70562-1010
Edward P. Terrell, III. 59 11-04-91 100 .20
Executive Vice President
McIlhenny Company
425 E. Main Street
New Iberia, LA 70560
Financial, Personnel, and
General Office Management
J. P. Thibodeaux 65 4-12-82 113 .23
President
J. P. Thibodeaux, Inc.
101 Sawgrass Lane
Broussard, LA 70518
Automobile Dealer
</TABLE>
*Unless otherwise noted, each individual has sole voting and investment power
of the shares reported.
(1) Prior to being elected Chairman of the Board on May 28, 1991, Mr.
James W. Schwing, Sr. was a director for 20 years and an attorney, a
profession in which he is currently engaged.
(2) The Estates of Jules B. Schwing and Marie Louise Landry Schwing, of
which Tony Schwing is Executor, own 15,122 shares of stock, in which
Mr. James W. Schwing, Sr., uncle of Tony Schwing, disclaims any
beneficial ownership. The Executor, Tony Schwing, has voting and
investment power. Other shares may also be controlled by Tony
Schwing. See "Principal Shareholders and Securities Ownership of
Management."
The directors listed below have made the following stock purchases and sales
within the past two (2) years:
<TABLE>
<CAPTION>
NUMBER OF
DATE OF SHARES DATE NUMBER OF SHARES
DIRECTOR PURCHASE PURCHASED OF SALE SOLD
<S> <C> <C> <C> <C>
J. Preston Duhe 1-11-94 5
Ernest Freyou 8-20-93 20
12-17-93 7 (1)
James W. Schwing, Sr. 4-1-93 5
5-20-93 75
2-3-95 206 (2)
3-10-95 206(2)
Jerry E. Shea, Sr. 7-1-94 5
</TABLE>
-6-
<PAGE> 10
<TABLE>
<CAPTION>
NUMBER OF
DATE OF SHARES DATE NUMBER OF SHARES
DIRECTOR PURCHASE PURCHASED OF SALE SOLD
<S> <C> <C> <C> <C>
Jules A. (Tony) Schwing 2-15-95 30
</TABLE>
(1) Mr. Freyou inherited these shares from his uncle, Walter Granger.
(2) In 1991, James W. Schwing, Sr. (or his designee) sold 255 shares of
stock of the Corporation to three new directors of the Corporation and
the Bank so that they would have the qualifying shares necessary to
serve as Bank directors. This transfer was made on the understanding
that Mr. Schwing (or his designee) could replace those shares by
purchasing shares of treasury stock of the Corporation whenever such
shares were available at the price paid by the Corporation for such
treasury shares. In partial satisfaction of that agreement, on
February 3, 1995, the James W. Schwing, Sr., Attorney-at-Law, Employee
Pension Plan purchased 206 shares of treasury stock. Because the
agreement had been handled informally and had not been reduced to
writing, the Board and James W. Schwing, Sr. submitted the question
of the propriety of the stock purchase to binding arbitration before
The Honorable Robert M. Fleming, retired judge, on March 8, 1995. The
judge ruled that the shares should be resold to the Corporation, and
on March 10, 1995, that was done.
All of the Directors of the Corporation are also Directors of the Bank.
All of the Directors have been engaged in the occupations listed above for at
least the past five years. During 1994 the Board of Directors of the
Corporation held 12 meetings. Each of the eleven Directors attended more than
75% of the meetings of the Board of Directors. There are no standing
committees of the Board of Directors of the Corporation.
The Board has adopted by amendment to the Bylaw procedures pursuant to which
shareholders may make nominations for directors. Nominations must be submitted
to the Corporation 65 days before the Annual Meeting and may only be made by
shareholder(s) holding in the aggregate 0.2% of the stock of the Corporation.
Certain specified information must be submitted with the nomination and the
nominee(s) must own, at the time of the nomination, qualifying shares as
required for bank directors under Louisiana banking law. See Exhibits B and C.
The Board of Directors strongly urges you to vote FOR each of the Board's
nominees listed above. The current Board members have served as Directors of
the Bank and the Corporation for many years. They are experienced, qualified,
capable individuals who are leading the Corporation and the Bank into the 21st
century with initiative and care. These individuals have a proven track record
and, under their leadership, the Bank has grown in size, improved earnings,
increased dividends and made substantial profits.
The Board has requested that the shareholders committee meet with the
management committee of the Bank to try to find some common ground and discuss
cooperation. So far, the shareholders committee has refused to meet.
The Board has addressed your concerns that a market for the Corporation's stock
be established. It has proposed an amendment to the Articles of Incorporation
that would eliminate the par value of the Corporation's stock and effectuate a
40-to-1 stock split. This should enable the Corporation to qualify for listing
on a stock exchange.
The current Board has worked tirelessly on your behalf. It will continue to do
so. It will continue to try to address the issue of cooperation between the
Board and the shareholders committee. It will continue to try to ensure the
shareholders committee acts properly. It will continue to try to create
ongoing liquidity and an orderly market for your stock. It has your best
interests at heart. SUPPORT YOUR
-7-
<PAGE> 11
BOARD. RETURN THE BOARD'S WHITE PROXY CARD TODAY. DO NOT RESPOND TO ANY OTHER
PROXY SOLICITATION.
OPPOSITION TO NOMINATIONS BY TONY SCHWING
Tony Schwing has nominated to the Board himself, Edmond A. Lamperez, M.D.,
Charles C. Lemaire, James L. Gray, Eugene A. Patout and Joseph E. Sorci,
D.D.S. The Board of Directors urges you not to vote for these nominees. The
shareholder nominees (other than Dr. Sorci) are all members of the shareholders
committee that has been looking for someone to acquire the Corporation or the
Bank. See "Certain Litigation." To the knowledge of the Board, none of the
shareholder nominees (other than Tony Schwing) has experience in serving as a
director of a bank holding company or any other financial institution.
Based on the operations of the shareholders committee, the Board believes that
the shareholder nominees are not concerned with your best interests. The
committee has made overtures to various financial institutions, but it has
refused to tell the Board who it has contacted, what it has said, what
documents or information it has provided or what responses it has received.
Even when the Board attempted to obtain this information through formal
discovery in ongoing litigation, the committee's response was to deny
production of any of the requested information. See "Certain Litigation." How
can the Board even begin to assess where it and the committee may have common
ground and how they might be able to work together when the committee acts in a
secretive manner and refuses to cooperate, meet or even talk? Are these the
people you want to run your Corporation and Bank?
The committee has refused to meet with the management committee of the Board to
discuss whether cooperation is possible. How does a refusal to meet advance
the interests of the shareholders?
Tony Schwing said under oath in his deposition last year that he wanted to sell
the Corporation or the Bank mainly because the estates of his parents for which
he serves as executor were too concentrated in stock of the Corporation. Is he
looking out for you or for himself? He said if he had a smaller interest in
the Corporation, he might not be so concerned about selling. What about all
the shareholders who do have a small interest in the Corporation? The current
Board believes they are important too. Tony Schwing's (and apparently the
committee's) financial advisor is, according to Tony Schwing's sworn testimony,
not being paid by Tony and presumably intends to benefit by putting together a
deal for the sale of the Corporation or the Bank. That arrangement is not
designed to elicit independent, disinterested advice.
The Board of Directors believes that these actions evidence that Tony Schwing's
nominees are not acting in a manner designed to consider or foster your best
interests. The Board of Directors strongly recommends that you vote against
the nominees of Tony Schwing.
EXECUTIVE OFFICERS
The Executive Officers of the Corporation are: James W. Schwing, Sr., Chairman
of the Board; Ernest Freyou, President and CEO; Leonard J. Freyou (age 68),
Senior Vice President and Cashier; Robert Eppley (age 48), Executive Vice
President and Secretary. In addition to the officers listed above, the
following are officers of the Bank: Mr. Jerome Weber (age 40), Senior Vice
President, in charge of lending; Mr. Lon Dupre (age 35), Vice President and
CFO; Mrs. Anne Dugas (age 35), Vice President, Branch Operations; Mr. Benny
Menard (age 40), Vice President, Loan Administration and Compliance. Mr. James
W. Schwing, Sr. has served as Chairman of the Board since May 28, 1991. Mrs.
Dugas and Mr. Menard
-8-
<PAGE> 12
have served in their current offices since November 15, 1993 and October 26,
1992, respectively. Each of the other officers has served in his or her
current position for more than five years. Prior to serving as Vice President,
Branch Operations, Mrs. Dugas served as Human Resources and Marketing Manager.
Prior to serving as Vice President, Loan Administration and Compliance, Mr.
Menard served as a Loan Officer. The Executive Officers hold their offices for
such terms as are determined from time to time by the Board. Family
relationships between Directors and Officers are: Leonard J. Freyou and Ernest
Freyou are first cousins. James W. Schwing, Sr. is the uncle of Jules A.
(Tony) Schwing.
COMMITTEES OF THE BANK
The Bank does not have standing nominating or compensation committees; these
matters are handled by the Board as required. Executive bonuses are determined
by the Board on a discretionary basis and, in making decisions with respect to
bonuses, the Board considers corporate performance. During 1994, the Board of
Directors of the Bank and its Director Committees held meetings and received
attendance fees as follows:
<TABLE>
<CAPTION>
NUMBER OF MEETINGS FEES PER MEETING
BOARD OR COMMITTEE HELD IN 1994 PER MEMBER
<S> <C> <C>
Board of Directors 28 $300
Asset & Liability Committee 2 $ 75
Loan Committee 45 $ 75
Management Committee 14 $ 75
Trust Audit Committee 1 $ 75
Trust Investment Committee 3 $ 75
Building Committee 0 $ 75
Director's Audit Committee 1 $ 75
CRA Committee 2 $ 75
</TABLE>
Each Director receives a $300.00 per month stipend over and above the fees
received per meeting attended.
The Bank's Trust Audit Committee is comprised of four Directors (Dr. Gerald
Halphen, M.D., Samuel S. Broussard, Sr., J. Preston Duhe and Frank C.
Minvielle) who annually perform an audit of the Trust Department which conforms
to the Federal Deposit Insurance Corporation's "Minimum Standards of Trust
Department Audit".
The Bank's Director's Audit Committee is comprised of four Directors (Samuel S.
Broussard, Sr., Edward P. Terrell, III, William Quinlan and J. Preston Duhe)
who annually review the audit of the Bank performed by the Internal Auditor.
During 1994, the Board of Directors of the Bank held 28 regularly scheduled and
special meetings. Each of the Directors of the Bank, other than J.P.
Thibodeaux, attended 75% or more of the aggregate meetings of the Board and the
Committees on which they serve.
-9-
<PAGE> 13
REMUNERATION OF DIRECTORS AND OFFICERS
The New Iberia Bancorp, Inc., presently does not compensate its Directors or
Executive Officers. The following table sets forth the compensation for
services in all capacities paid by its subsidiary, The New Iberia Bank, to the
Chief Executive Officer of the Bank for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL
PRINCIPAL OTHER ANNUAL OTHER
POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
<S> <C> <C> <C> <C> <C>
1994 $96,307 $20,000 $11,400 $10,000 (1)
Ernest Freyou 1993 $90,000 $13,500 $10,858 $10,000 (1)
President & CEO 1992 $72,000 $10,800 $ 7,573 $10,000 (1)
</TABLE>
(1) This figure represents insurance benefits attributable to Mr. Ernest
Freyou as indicated under the deferred compensation plan (described below).
Aggregate insurance benefits attributable in 1994 to the three other Executive
Officers covered by the plan was $10,146.03.
It is the policy and practice of the Bank to furnish club dues to twelve of its
officers and the use of bank-owned automobiles to two of its officers in the
conduct of the Bank's business, which benefits did not exceed $5,000 per
person.
The Bank has a deferred compensation plan covering certain key management
personnel. Mr. Ernest Freyou and three other officers are covered by the plan.
Under the plan the covered officers are entitled to fixed benefits payable
monthly over a ten-year period upon retirement at certain ages. The insurance
plan also provides for a death benefit of $100,000. Under the plan Mr. Ernest
Freyou is entitled to payment of $1144.00 per month for ten years upon
termination of employment if he continues employment with the Bank until he
reaches age 63, and $1261.00 per month for ten years if he continues employment
with the Bank until he reaches age 65. The amount to which the remaining
covered officers are entitled if they continue employment with the Bank until
at least age 62 is calculated based upon an assumed cost of $3000.00 per year
for a ten-year period with an assumed interest rate of 4% per annum.
EMPLOYMENT CONTRACT
On August 16, 1994, the Corporation entered into a three-year employment
contract with its Chief Executive Officer and President, Ernest Freyou. The
contract provides that it may be terminated at the end of its initial term by
90 days' written notice and that if it is not terminated, it will renew for
successive one-year periods unless terminated by notice at least 60 days but
not earlier than 90 days prior to its expiration. The contract may be
terminated by the Corporation prior to the completion of its term for (i)
illness or disability of Mr. Freyou over certain specified periods, (ii)
commission by Mr. Freyou of certain violations of law or (iii) material breach
of the contract. The contract further provides for a payment to Mr. Freyou
equal to three times his then current salary under certain circumstances in the
event of the termination of the contract as a result of a disposition of all
the properties and business of the Corporation by merger, consolidation, sale
of assets or otherwise. The Board believes that this amount would not be
material to a potential acquiror. The contract is deemed terminated as
described above if the Corporation does not assign the contract to the
acquiring or surviving entity in the merger, consolidation or sale or if
-10-
<PAGE> 14
the surviving entity does not assume in writing all of the obligations of the
Corporation under the contract or if Mr. Freyou does not approve the assignment
of the contract. The Board of Directors believes that this employment contract
is in the best interest of the Corporation and the Bank because it ensures that
Mr. Freyou will be committed to the Corporation and the Bank over the next
several years. The Board believes that Mr. Freyou has been instrumental to the
Bank's success, and the Board believes that his continuing commitment and
loyalty to the Bank over the next few years is important.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors and beneficial owners of more than 10% of the outstanding shares of
the Corporation to file with the SEC certain reports describing their stock
ownership and changes in their stock ownership. They must also furnish the
Corporation with copies of these forms. Based solely on its review of the
copies of such forms received by it and written representations from certain
reporting persons that they have complied with the relevant filing
requirements, the Corporation believes that all filing requirements applicable
to its executive officers, directors and greater than 10% shareholders were
complied with as of December 31, 1994.
AMENDMENT OF ARTICLES OF INCORPORATION
TO ELIMINATE THE PAR VALUE OF THE COMMON STOCK
AND TO EFFECTUATE A STOCK SPLIT
The Articles of Incorporation of the Corporation authorize it to issue
10,000,000 shares of capital stock, all of which are designated common stock,
having a par value of $10 per share. As of the date of this proxy statement,
there are 50,000 shares of common stock issued and outstanding.
The Board of Directors has for some time been considering methods by which it
could facilitate a market in the Corporation's stock for the benefit of
shareholders who want or need to sell all or a portion of their stock from time
to time. The Board has concluded that listing the stock of the Corporation on
a stock exchange or causing it to trade in an automated over-the-counter market
would provide the shareholders of the Corporation with a measure of liquidity.
Such listing would allow shareholders access to a market with quotations and
last-sale reporting. In order to list on an exchange, among other things, the
Corporation must have substantial additional shares outstanding in the hands of
non-affiliates of the Corporation. This can be accomplished conveniently by
means of a stock split. In addition, a stock split would reduce the trading
price of shares of the Corporation's stock to a level that would enable
individuals more easily to purchase (and presumably also to sell) their shares
of stock. It should be noted that the Corporation has not yet applied for
listing on an exchange and there can be no assurance that its application, when
made, will be accepted. The Board believes, however, that after a stock split
as proposed, the Corporation should meet the requirements for listing on an
exchange.
The Board has attached as Exhibit D information provided by the American Stock
Exchange regarding certain banks or bank holding companies listed on that
exchange or its Emerging Company Marketplace. Two of the companies listed are
located in Louisiana. Most of the companies, including both of the Louisiana
companies, show trading prices as of December 31, 1994 in excess of book value.
Of course, there can be no assurance that, if its listing application is
accepted, the Corporation will enjoy similar results. However, the Corporation
has received inquiries from shareholders and nonshareholders about purchasing
stock of the Corporation, and the Board believes it is reasonable to assume
that there will be interest in a public market for stock of the Corporation.
-11-
<PAGE> 15
Under Louisiana law, a corporation must maintain a stated capital account equal
to the product of the number of shares outstanding multiplied by the par value
of such shares. To effectuate a stock split that would enable the Corporation
to list on a stock exchange while the par value of the shares remains at $10
per share would require a stated capital account in excess of that deemed in
the best interest of the Corporation. Consequently, the Board of Directors
believes it advisable that the par value of the shares be eliminated. This
does not affect the value of the stock. In conjunction therewith, the Board of
Directors also deems it advisable to effectuate a 40 to 1 stock split so that,
if the proposal is approved by the shareholders, upon the filing with the
Secretary of State of Articles of Amendment effectuating the stock split, each
share of common stock of the Corporation, $10 par value, currently issued and
outstanding will automatically become 40 shares of common stock of the
Corporation, no par value per share. If the proposal is approved, the
Corporation will mail to each shareholder documents pursuant to which each
shareholder can exchange his or her certificates of Corporation stock
representing shares having $10 par value for certificates representing shares
having no par value and reflecting the 40 to 1 stock split.
The Board of Directors is hopeful that the proposed elimination of the par
value of the stock of the Corporation and the proposed stock split will enable
it to list the stock of the Corporation on a stock exchange, which could create
an orderly market for the stock. The proposed stock split and the elimination
of the par value will not affect the capital or surplus of the Corporation.
The Corporation is advised by counsel that the change in par value and the
receipt of the stock distribution pursuant to the split will not be subject to
federal income tax under existing laws. The stock split will result in
reallocation of the cost or other basis of shareholders' holdings for federal
income tax purposes, in that the cost or other basis for each share held by a
shareholder as of the record date will be apportioned to the additional shares
received by each shareholder in connection with the stock split. The
Corporation is not providing specific tax advice to any shareholder as each
shareholder's situation may depend on his own circumstances. The Corporation
encourages each shareholder to consult with his own tax advisor with respect to
these matters.
The Board of Directors recommends that you vote FOR the amendment to the
Articles of Incorporation to eliminate the par value and effectuate a 40 to 1
stock split. The Board believes that this will enable the Corporation to apply
for listing on a stock exchange which, if accomplished, could provide trading
liquidity, higher visibility and improved access to capital markets. The
resolution authorizing the amendment to the Articles of Incorporation and the
text of the amendment of the Articles of Incorporation effecting the stock
split is attached hereto as Exhibit A.
SHAREHOLDER PROPOSAL TO REPEAL BYLAW AMENDMENTS
ADOPTED UNANIMOUSLY BY THE BOARD OF DIRECTORS
Tony Schwing has informed the Board of Directors that he intends to submit as a
proposal to be considered by the shareholders at the Annual Meeting the repeal
of certain Bylaw amendments unanimously adopted by the Board of Directors on
January 3, 1995. Although Tony Schwing now seeks to repeal the Bylaw
amendments, he voted for them on January 3, 1995. The amendments unanimously
adopted by the Board with Tony Schwing's consent and approval on January 3 are
attached to this proxy statement as Exhibit B. Some additional changes to
those amendments as adopted by the Board on February 13, 1995 are attached as
Exhibit C.
The Board of Directors recommends that you vote AGAINST repealing these
amendments.
The Bylaw amendments to which Tony Schwing now objects, among other things,
clarify what has been the custom of the Corporation in connection with
conducting meetings of shareholders: that the Chairman of the Board (or in his
absence the Vice Chairman, or in his absence the Chief Executive Officer or
other
-12-
<PAGE> 16
officer designated by the Board of Directors) will preside at shareholders'
meetings and determine the order of business and other procedures at the
meeting. The amendments further clarify that, as has been the custom of the
Corporation, shareholders' meetings need not be conducted in accordance with
rules of parliamentary procedure. Shareholders meetings do have to be
conducted in a fair and impartial manner.
In addition to these codifications of previous custom, the amendments implement
advance notice procedures for shareholder nominations of directors and for
shareholder proposals. Information with respect to such matters must be
submitted by shareholders to the Corporation not later than 65 days in advance
of the meeting and must be accompanied by certain information, as described in
the Bylaw amendments. With respect to nominations of directors, there are
stock ownership requirements for the shareholder(s) making the nominations and
for the nominee(s).
Finally, the amendments provide that when notice is required to be given to
shareholders or directors, it will be deemed given when deposited in the United
States mail postage prepaid, addressed to such person's last known address.
This is the notice provision of the Louisiana Business Corporation Law. The
change to the Bylaws simply adopts the provision of law with respect to this
issue.
Although Tony Schwing is now complaining about these amendments and asking you
to vote to repeal them, he VOTED FOR THE JANUARY 3, 1995 AMENDMENTS after a
lengthy discussion about them. Two federal court judges refused to enjoin the
implementation of these amendments after having been repeatedly asked to do so
by Tony Schwing.
These Bylaw amendments are designed to provide for the efficient operation of
the Corporation in connection with shareholders meetings. It was and is the
belief of the Board that they will help ensure that the Corporation and the
shareholders will know what matters will be addressed at meetings of
shareholders well in advance of the meeting so that everyone can be informed
about the issues and make an informed decision whether to attend the meeting in
person or by proxy. While the advance notice bylaw amendment may make it more
difficult for shareholders to make proposals, the requirements imposed by the
new bylaw provisions are not difficult to meet and will benefit the
shareholders generally by promoting informed decision-making. When proposals
are made for the first time on the floor of a meeting, shareholders who elected
to attend the meeting by proxy have no opportunity to decide for themselves
whether they wish to vote on such proposal in the same manner as the persons
whom they have designated as their proxy. If they know ahead of time, on the
other hand, what proposals will be addressed at meetings of shareholders, they
can let their voices be heard in an informed manner on all issues to be
addressed at the meeting.
-13-
<PAGE> 17
Neither the advance notice provisions nor the qualifying share requirements
work any hardship on the shareholders. The qualifying share requirement for
shareholder(s) making nominations is important to ensure that nominees have
some minimal level of support before their names are placed in nomination. The
qualifying share requirements for nominees, which are identical to the state
law requirements for bank directors, are minimal and designed to ensure that
the directors of the Corporation have some level of economic interest in the
Corporation.
The Board of Directors believes that the Bylaw amendments will benefit the
shareholders by enabling them to know what matters will be presented at
meetings of shareholders and will provide for the efficient conduct of meetings
of shareholders in a fair and impartial manner. The Board of Directors
strongly urges that the shareholders vote AGAINST repeal of these Bylaw
amendments.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Since the beginning of the fiscal year 1994 to the present, The New Iberia Bank
has made loans in the normal course of business to Directors and officers of
the Bank and their associates, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal risk of
collectability or present other unfavorable features.
Since the beginning of 1994, eight Bank directors and executive officers and
one estate owning more than 5% of the Corporation's issued and outstanding
shares each had loan balances in excess of $60,000. The largest aggregate
amount of these loans during 1994 was $2,841,701. As of December 31, 1994, the
aggregate amount of indebtedness of these loans was $1,848,967, representing
9.23% of the total equity capital accounts of the Bank.
During the year 1994, Mr. James W. Schwing, Sr., Chairman of the Board,
received fees totalling $66,926.88 for acting as legal counsel to the Bank.
CERTAIN LITIGATION
On October 7, 1994, the Corporation filed a Petition for Declaratory Relief in
the Civil District Court for the Sixteenth Judicial District, Iberia Parish,
State of Louisiana (the "state court proceeding"). Named as the defendant in
this suit was Tony Schwing, individually, and in his capacity as the Executor
of the Estates of Jules B. Schwing and Marie Louise Landry Schwing.
The Petition for Declaratory Relief was filed in response to a request by Tony
Schwing that the Corporation call a special meeting of its shareholders to
consider and vote upon various issues. Section 2.3 of the Corporation's Bylaws
provided that such a meeting could be called only upon the request of a
shareholder owning, in the aggregate, two-thirds of the Corporation's issued
and outstanding shares, which number of shares was not owned by Tony Schwing.
Because Tony Schwing asserted that Section 2.3 of the Corporation's Bylaws was
invalid, the Corporation sought a declaratory judgment pursuant to its Petition
for Declaratory Relief, that Section 2.3 of the Corporation's Bylaws was valid
and enforceable.
On October 26, 1994, Tony Schwing filed in the same court in which the
Corporation's Petition for Declaratory Relief was pending a Petition for
Mandamus seeking to require the Corporation to deliver to him a copy of its
shareholder list. After a hearing on November 8, 1994, the court ordered the
Corporation to deliver the list subject to certain confidentiality and use
restrictions. The Corporation elected to waive
-14-
<PAGE> 18
its appeal rights (which would have delayed the implementation of the Order
upon posting of a bond) and delivered the shareholder list on November 11,
1994.
On November 8, 1994, the Corporation filed its First Amended and Restated
Petition for Declaratory Relief (the "First Amended Petition") in the same
court in which the original Petition for Declaratory Relief was filed.
Pursuant to the First Amended Petition, the Corporation sought a declaratory
judgment that the proposals sought to be submitted to the shareholders by Tony
Schwing, either at a special meeting of the shareholders or by solicitation of
written consents, were inappropriate for shareholder consideration under
Louisiana law.
After a hearing on December 19, 1994 on Motions for Partial Summary Judgment
filed by both the Corporation and Tony Schwing in connection with the
Corporation's request for a declaratory judgment that Section 2.3 of its Bylaws
was valid and enforceable, the court ruled that Section 2.3 of the
Corporation's Bylaws was invalid. The remaining issues raised by the
Corporation's First Amended Petition are still pending before the court. Both
the Corporation and Tony Schwing have filed Motions for Summary Judgment on
those issues. A hearing has been scheduled for March 29, 1995.
On the evening of November 18, 1994, Tony Schwing filed a Complaint for
Injunctive Relief and a Motion for Temporary Restraining Order and Preliminary
Injunction in the United States District Court for the Western District of
Louisiana requesting an order that would enjoin the Corporation from mailing
proxy materials in connection with a special meeting of shareholders called by
the Corporation. Tony Schwing's complaint sought to require the Corporation to
include in its proxy materials a shareholder proposal submitted by him and to
require the Corporation to make certain other changes in its proxy statement.
The Corporation had previously sought the advice of the Securities and Exchange
Commission (the "SEC") as to whether it could omit Tony Schwing's proposal.
The SEC advised the Corporation that it did not agree with the Corporation that
the proposal submitted by Tony Schwing could be excluded from the Corporation's
proxy materials. The Corporation therefore elected to include the proposal in
its proxy materials. Although the Corporation had already agreed to the
request made by Tony Schwing in his proposed order prior to the hearing on the
issue, the court granted the order and required counsel for the parties to meet
to review their respective proxy statements. On November 29, 1994, the
Corporation filed in the same federal court a similar motion requesting an
order that would enjoin Tony Schwing from mailing or distributing his proxy
materials or soliciting proxies or consents without making certain changes to
the proxy materials. On December 7, 1994, the parties agreed to mail their
respective proxy materials on December 8, 1994. The special meeting of
shareholders was held on December 28, 1994. The suits filed on November 18,
1994 and on November 29, 1994 are now moot.
On January 3, 1995, the Corporation filed a Second Amended and Restated
Petition for Declaratory and Injunctive Relief in the state court proceeding.
The Second Amended Petition added new claims relating to the validity and
authority of the shareholders committee allegedly empowered pursuant to Tony
Schwing's solicitation of written consents and sought injunctive relief in
relation to those claims. On that date, the court granted the Corporation a
temporary restraining order enjoining the shareholders committee from
conducting any activity until a preliminary injunction hearing could be held.
The preliminary injunction hearing was held on Monday, January 9, 1995. At the
hearing, the Corporation's request for an order restraining the activities of
Tony Schwing and the shareholders committee during the pendency of the
proceedings was granted in part and denied in part. As of March 27, 1995, no
written order in connection with the preliminary injunction has been entered by
the court, although both parties have submitted proposed forms of order to the
court and complied with the court's requests for additional information. No
date has been set for a hearing on the Corporation's request for permanent
injunctive relief in connection with the shareholders committee. The
Corporation recently asked the court for leave to file a Third Amended and
Restated Petition, which does not add any new claims.
-15-
<PAGE> 19
On Friday, January 6, 1995, Tony Schwing filed a second Complaint for
Injunctive Relief in the United States District Court for the Western District
of Louisiana. The Complaint sought to enjoin, among other things, the
enforcement of various amendments to the Corporation's Bylaws which were
adopted by the Board of Directors at its meeting on January 3, 1995. In
addition to naming the Corporation and the Bank as defendants in this action,
Tony Schwing also sued Ernest Freyou and James W. Schwing, Sr., individually.
On Monday, January 9, 1995, the court refused to grant a temporary restraining
order in connection with the Complaint for Injunctive Relief. A status
conference on this matter was held on January 18, 1995, at which time Tony
Schwing's counsel reurged his request for a temporary restraining order or a
preliminary injunction. At the status conference and at a hearing held
February 13, 1995, the court refused to grant the temporary restraining order
or set a hearing on a preliminary injunction, and the court dismissed Tony
Schwing's Complaint. Tony Schwing has filed a notice of appeal of that
dismissal. Following the dismissal, the parties reached some agreements
regarding the April 17, 1995 annual meeting, including that the Board will
attempt to find a qualified non-director chairman to conduct the meeting, the
meeting will be conducted pursuant to the same published rules of conduct that
applied at the December 28, 1994 special meeting of shareholders and the
chairman will have the authority to decide procedural matters that arise at the
meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
selected the firm of Arthur Andersen & Co. as independent certified public
accountants to audit the Bank's books for the year 1995. Their annual audit
consists of an examination of the balance sheet and the related statements of
income, changes in stockholder's equity and a statement of cash flow for the
year then ended. It is not anticipated that a member of the firm will be
present at the shareholder meeting to make a statement or to respond to
questions.
SOLICITATION OF PROXIES
The cost of soliciting proxies is being paid by The New Iberia Bank. In
addition to solicitations by mail, directors, officers and employees of the
Bank, at no additional compensation, may request the return of proxies by
personal conversations or by telephone or by other communication. The
Corporation does not expect to expend amounts in connection with the
solicitation of shareholders in excess of those normally expended for a
solicitation for an election of directors in the absence of a contest.
Reimbursement for such amounts will not be sought by the Bank from the
Corporation.
SHAREHOLDER PROPOSAL
Any qualified proposal prepared and submitted in accordance with appropriate
proxy solicitation regulations and received by the Corporation to the attention
of Mr. Ernest Freyou, President, no later than December 1, 1995, by certified
mail, return receipt requested, will be included in the Corporation's Proxy
Statement and form of Proxy for the 1996 Annual Meeting of Shareholders. Under
the Corporation's Bylaws as amended January 3 and February 13, 1995,
stockholder proposals not intended to be included in the Corporation's Proxy
Statement but intended to be presented at an annual meeting (including
proposals for the nomination of directors) must be received by the Corporation
65 days in advance of the meeting, or by February 12, 1996 to be considered at
the 1996 Annual Meeting. The requirements for submitting such proposals are
set forth in the Corporation's Bylaws.
-16-
<PAGE> 20
ANNUAL REPORT
Accompanying this Proxy Statement is a copy of the Corporation's 1994 Annual
Report on Form 10-K, including the financial statements and schedules thereto,
which was filed with the Securities and Exchange Commission. Requests for
copies of any exhibit to the Form 10-K must be in writing addressed to Mr. L.J.
Freyou, Senior Vice President and Cashier, The New Iberia Bancorp, Inc., 800
South Lewis Street, New Iberia, Louisiana 70560. If made by a person who was
not a shareholder of record on March 29, 1995, the request must include a good
faith representation that such person was a beneficial owner of common stock on
that date. Copies of any exhibit to the Form 10-K will be furnished upon
payment of a fee of $1.00 per page plus postage to cover the cost of furnishing
such copies.
THE CURRENT BOARD HAS WORKED FOR YOU FOR MANY YEARS -- SOME MEMBERS OF THE
BOARD FOR OVER 20 YEARS! THIS BOARD HAS THE EXPERIENCE, EXPERTISE AND
CAPABILITY TO SEE THAT THE CORPORATION AND THE BANK ARE RUN PROFITABLY AND
SUCCESSFULLY. THIS BOARD HAS A PLAN FOR THE FUTURE OF THE BANK. THIS BOARD
WILL ADDRESS ISSUES OF LIQUIDITY AND MARKETABILITY OF THE STOCK OF THE
CORPORATION IF THE ARTICLES OF INCORPORATION ARE AMENDED AS SUGGESTED IN THIS
PROXY STATEMENT. THIS BOARD WILL CONTINUE TO TRY TO FIND COMMON GROUND WITH
THE SHAREHOLDERS COMMITTEE. THIS BOARD ASKS THAT YOU SHOW YOUR SUPPORT -- VOTE
ON THE BOARD'S WHITE PROXY CARD. VOTE FOR THE CURRENT BOARD MEMBERS FOR
ANOTHER TERM AND VOTE FOR THE BOARD'S PROPOSALS AND AGAINST TONY SCHWING'S
PROPOSAL.
By order of the Board of Directors.
ERNEST FREYOU JAMES W. SCHWING SR.
President Chairman of the Board
Chief Executive Officer
March 29, 1995
New Iberia, Louisiana
-17-
<PAGE> 21
EXHIBIT A
RESOLUTION TO ELIMINATE PAR VALUE
AND EFFECTUATE STOCK SPLIT
RESOLVED, that Article III of the Articles of Incorporation be
amended to change the par value of the authorized common stock of The New
Iberia Bancorp, Inc. (the "Corporation") from $10.00 per share to no par value
per share and that the outstanding common stock of the Corporation be split on
the basis of 40 shares for each outstanding share of common stock; that the
proper officers of the Corporation are hereby authorized to make, subscribe,
acknowledge, execute and file, or cause to be filed, such certificate or
certificates as may be required under Louisiana law to give effect to the
amendment; and that the Board of Directors do or cause to be done such other
acts and things as in its discretion may be necessary or advisable in
connection with such amendment and stock split;
FURTHER RESOLVED, that Article III of the Articles of
Incorporation of the Corporation is hereby deleted in its entirety and replaced
with a new Article III, which shall provide as follows:
ARTICLE III
(a) This Corporation has authority to issue an aggregate
of Ten Million (10,000,000) shares of capital stock, all of which are
designated common stock having no par value per share.
(b) Upon the amendment of this Article III to include
this subsection (b), each share of outstanding common stock of this Corporation
outstanding on that date shall be converted automatically and without any
further action into 40 shares of common stock of this Corporation and the
amounts held in all capital accounts maintained by the Corporation with respect
to the common stock on that date shall be transferred automatically in toto to
capital accounts maintained with respect to the newly-converted common stock.
A-1
<PAGE> 22
EXHIBIT B
AMENDMENTS TO THE BY-LAWS
OF THE NEW IBERIA BANCORP, INC. ADOPTED JANUARY 3, 1995
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company to amend its Bylaws to provide for the
efficient operation of the Company;
NOW, THEREFORE, BE IT RESOLVED that the Bylaws of The New
Iberia Bancorp, Inc. be and the same are hereby amended as follows:
1. A new section 2.10 regarding advance notice of
shareholder proposals is hereby adopted to read as follows:
2.10 Advance Notice Procedures. (a) General. The
business to be conducted at any meeting of shareholders of the
Corporation shall be limited to such business and nominations
as shall comply with the procedures set forth in this Section
2.10 and in Section 3.3 of these Bylaws.
(b) Notification of Shareholder Business. At any special
meeting of shareholders only such business shall be conducted
as shall have been set forth in the notice of special meeting.
At an annual meeting of shareholders, only such business shall
be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or
(iii) otherwise (a) properly requested to be brought before
the meeting by a shareholder of record entitled to vote in the
election of directors generally and (b) constitute a proper
subject to be brought before such meeting.
For business (other than the election of directors) to be
properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be either delivered to or mailed and
received at the principal executive offices of the Corporation
not later than 65 days in advance of such meeting. A
shareholder's notice to the Secretary shall set forth as to
each matter (other than the election of directors) the
shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the shareholder
intending to propose such business, (c) the class and number
of shares of capital stock of the Corporation which are
beneficially owned by the shareholder, (d) a representation
that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to present such
business and (e) any material interest of the shareholder in
such business.
Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.10.
The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that (i) the
business proposed to be brought before the meeting was not
B-1
<PAGE> 23
a proper subject therefor and/or (ii) such business was not
properly brought before the meeting in accordance with the
provisions of this Section 2.10, and, if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting or not a
proper subject therefor shall not be transacted.
(c) Meeting Delay. For purposes of this Section 2.10,
and Section 3.3 of these By-laws, reference to a requirement
to deliver notice or information to the corporation a set
number of days in advance of an annual meeting shall mean that
such notice must be delivered such number of days in advance
of the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from the first anniversary of the
preceding year's annual meeting, notice by the shareholder to
be timely must be so delivered not later than the close of
business on the 65th day prior to such annual meeting.
2. A new section 2.11 indicating that shareholders
meetings shall not be required to be conducted in accordance with the rules of
parliamentary procedure is hereby adopted to read as follows:
2.11 Meetings of shareholders shall not be required to be
conducted in accordance with the rules of parliamentary
procedure.
3. A new Section 3.3 regarding the procedure by which
shareholders can make nominations to the Board of Directors is hereby adopted
to read as follows:
3.3 Nominations for election of the Board of Directors may be
made by the Board of Directors or by any shareholder(s) owning
an aggregate of 0.2% of the outstanding capital stock of the
corporation entitled to vote for the election of Directors.
Nominations, other than those made by the Board of Directors,
shall be made in writing and shall be delivered or mailed to
the Chairman of the Board of the corporation and must be
received sixty-five (65) days prior to the date of the annual
meeting of shareholders. At the time of the nomination, each
nominee must own, in his own right and unpledged, the number
of qualifying shares of stock of the Corporation required to
be held by directors of The New Iberia Bank pursuant to La.
Rev. Stat. Section 6:282A, as it may be amended from time to
time. The notice must include a signed representation to
timely provide all information requested by the corporation as
a part of its disclosures in regard to the solicitation of
proxies for the election of directors. Such notification
shall also contain the following information to the extent
known to the notifying shareholder or shareholders:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the
corporation owned by each proposed nominee;
(d) the name and address of the notifying shareholder or
shareholders;
(e) the number of shares of capital stock of the
corporation owned by the notifying shareholder or
shareholders;
B-2
<PAGE> 24
(f) the number of shares of stock of any other bank, bank
holding company, savings and loan association or
other financial institution owned beneficially by the
nominee or by the notifying shareholder or
shareholders and the identities and locations of such
institutions and whether the nominee is on the board
of any other financial institution;
(g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a
petition in bankruptcy or been adjudged a bankrupt;
and
(h) whether the proposed nominee is or has ever been
prohibited by any state or federal regulatory agency
from serving on the board of any financial
institution.
The notification shall be signed by the nominating shareholder
or shareholders and by each nominee, and shall be accompanied
by a written consent to be named as a nominee for election as
a director from each proposed nominee. Nominations not made
in accordance herewith shall be disregarded by the Chairman of
the meeting, and all votes cast for each such nominee shall be
disregarded. The foregoing requirements do not apply to the
nomination of a person to replace a proposed nominee who has
become unable to serve as a director between the last day for
giving notice in accordance with this paragraph and the date
of election of directors, if the procedure called for in this
paragraph was followed with respect to the nomination of the
proposed nominee.
4. Section 6.1 is hereby amended to delete the phrase
"two business days after" and to insert in its place the word "when," so that
Section 6.1, as hereby amended, shall hereafter read as follows:
6.1 Any written notice required or permitted by law, the
Articles of Incorporation or these by-laws to be given to any
shareholder or director shall be deemed to have been given to
such shareholder or director when such notice is served upon
such shareholder or director or when such notice is placed in
the United States mail, postage prepaid, addressed to such
shareholder or director at his last known address.
5. Section 7.5 is hereby amended to include language
authorizing the Chairman of the Board to preside as Chairman at all
shareholders meetings and to determine the order of business and procedure at
the meeting, so that Section 7.5, as hereby amended, shall hereafter read as
follows:
7.5 The Chairman of the Board shall preside at all
meetings of the Board of Directors and at all meetings of the
shareholders. In the absence of the Chairman of the Board,
the Vice Chairman shall preside; and in the absence of the
Vice Chairman the Chief Executive Officer or other officer
designated by the Board of Directors, shall preside at all
such meetings. The Chairman of any meeting of shareholders
shall determine the order of business and the procedure at the
meeting, including such rules, regulations and procedures for
the manner of voting, the conduct of discussion, attendance or
participation at the meeting,
B-3
<PAGE> 25
tabulation of proxies and ballots and other matters as seem to
him appropriate for the proper conduct of the meeting.
B-4
<PAGE> 26
EXHIBIT C
AMENDMENTS TO THE BY-LAWS OF
THE NEW IBERIA BANCORP, INC. ADOPTED FEBRUARY 13, 1995
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company to amend its Bylaws to provide for the
efficient operation of the Company;
NOW THEREFORE, BE IT RESOLVED that the Bylaws of The New
Iberia Bancorp, Inc. be and the same are hereby amended as follows:
6. Section 2.10(b) shall be amended by adding the
following new paragraph to the end of Section 2.10(b):
The Board of Directors shall, at its next regular meeting
after receipt of a request by a shareholder to bring business
before a meeting pursuant to this Section 2.10, or within
three (3) business days after such receipt, whichever is
later, consider whether or not such business constitutes a
proper subject to be brought before such meeting and whether
such submission was otherwise not in compliance with the
provisions of this Section 2.10 as a result of which the
business described in such submission will not be brought
before the meeting. If the Board determines that the business
does not constitute a proper subject to be brought before such
meeting or that the submission is otherwise not in compliance
with the provisions of this Section 2.10 as a result of which
the business described therein will not be brought before the
meeting, the Chairman of the Board shall promptly so notify
the shareholder submitting such business of the Board's
determination and the reason(s) therefor.
7. Section 2.11 shall be amended by adding the following
new sentence to the end of Section 2.11:
Meetings of shareholders shall be conducted in a fair and
impartial manner.
8. Section 7.5 shall be amended to delete the last
sentence thereof and to insert in its place the following sentence:
Subject to the provisions of Section 2.11 of these Bylaws, the
Chairman of any meeting of shareholders shall determine the
order of business and the procedure at the meeting, including
such rules, regulations and procedures for the manner of
voting, the conduct of discussion, attendance or participation
at the meeting, the method of tabulation of proxies and
ballots and other procedural matters as seem to him
appropriate for the proper conduct of the meeting.
C-1
<PAGE> 27
EXHIBIT D
COMMERCIAL BANKS LISTED ON THE AMERICAN STOCK EXCHANGE
DECEMBER 31, 1994
<TABLE>
<CAPTION>
FINANCIAL PROFILE
---------------------------------------------------
Total Net Market Closing
Ticker Listing Assets Income Value Price ($)
Symbol Date Company Name State ($mil) ($mil) ($mil) 12/31/94
------ ------- ------------ ----- ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
CTZ 22-Oct-93 Corpus Christi Bancshares, Inc. TX 160 2.2 17.6 10.00
CVB 14-Dec-89 CVB Financial Corp. CA 800 10.1 123.4 14.53
ELB 24-Sep-94 Eldorado Bancorp CA 311 1.5 29.6 10.75
FLR 21-Sep-93 First Citizens BancStock, Inc. LA 222 2.8 22.8 19.88
FCT 21-Jan-92 First City Bancorp, Inc. TN 330 1.8 12.5 10.50
FES 17-Mar-88 First Empire State Corporation NY 10,301 112.0 910.2 136.09
ISB 02-May-90 Interchange Financial Services NJ 460 5.6 40.5 14.75
Corp.
MBN 08-Apr-88 Metrobank CA 1,034 7.5 90.4 17.13
MAB 18-Sep-90 Mid-America Bancorp KY 1,113 11.8 149.6 17.00
MSL 19-Apr-93 MidSouth Bancorp, Inc.* LA 98 1.2 8.2 11.50
MDB 03-Dec-91 Professional Bancorp, Inc. CA 304 1.1 9.8 7.75
REB 26-Sep-91 Redwood Empire Bancorp CA 620 1.8 19.8 7.13
SFH 12-Jul-88 San Francisco Company CA 178 -16.6 38.9 6.56
SMO 04-Apr-90 Santa Monica Bank CA 684 1.0 53.1 7.25
SCK 27-Feb-91 SC Bancorp CA 404 2.7 32.7 4.69
SRY 23-Feb-94 Surety Capital Corporation* TX 49 0.4 7.3 3.13
WOR 15-Aug-83 Worthen Banking Corporation AR 3,524 44.9 462.1 27.25
</TABLE>
<TABLE>
<CAPTION>
RATIOS
------------------------------------------------
Book
Return on Return on Value
Average Average Per Price
Ticker Listing P/E Assets Equity Share to
Symbol Date Company Name Ratio (%) (%) ($) Book
------ ------- ------------ ----- ------- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
CTZ 22-Oct-93 Corpus Christi Bancshares, Inc. 10.61 1.5 17.7 8.18 1.22
CVB 14-Dec-89 CVB Financial Corp. 12.66 1.5 16.9 7.68 1.99
ELB 24-Sep-94 Eldorado Bancorp 20.28 -0.5 5.2 10.46 1.03
FLR 21-Sep-93 First Citizens BancStock, Inc. 7.68 1.4 15.6 19.06 1.04
FCT 21-Jan-92 First City Bancorp, Inc. 9.46 0.5 11.1 8.93 1.13
FES 17-Mar-88 First Empire State Corporation 8.90 1.0 15.9 102.73 1.34
ISB 02-May-90 Interchange Financial Services 7.43 1.2 16.5 11.83 1.27
Corp.
MBN 08-Apr-88 Metrobank 12.39 0.6 11.5 12.86 1.33
MAB 18-Sep-90 Mid-America Bancorp 12.78 1.0 9.8 14.00 1.21
MSL 19-Apr-93 MidSouth Bancorp, Inc.* 7.82 0.7 14.5 7.83 1.47
MDB 03-Dec-91 Professional Bancorp, Inc. 11.74 0.6 7.2 13.40 0.65
REB 26-Sep-91 Redwood Empire Bancorp 15.31 1.1 5.8 9.91 0.76
SFH 12-Jul-88 San Francisco Company NE -3.7 -83.8 3.50 1.93
SMO 04-Apr-90 Santa Monica Bank 53.57 -1.5 -9.0 8.51 0.88
SCK 27-Feb-91 SC Bancorp 6.94 -0.6 7.9 5.58 0.78
SRY 23-Feb-94 Surety Capital Corporation* 19.14 0.8 8.7 2.13 1.47
WOR 15-Aug-83 Worthen Banking Corporation 10.27 1.0 15.7 17.71 1.53
</TABLE>
Includes all American Stock Exchange Commercial Banks with a month-end close of
$3.00 or greater.
NE = Negative Earnings
*Listed on the Emerging Company Marketplace (SM)
Sources: FactSet Data Systems, Standard & Poor's most recent "Stock Reports"
and "Stock Guide."
<PAGE> 28
PLEASE SIGN AND RETURN IMMEDIATELY
THE NEW IBERIA BANCORP, INC., NEW IBERIA, LOUISIANA
PROXY FOR ANNUAL MEETING
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints JERRY E. SHEA, SR. AND EDWARD P.
TERRELL, III or any one of them, with full power of substitution, the proxies
of the undersigned to represent and to vote as designated below, all of the
shares of common stock of The New Iberia Bancorp, Inc., held of record by the
undersigned on March 29, 1995, at the Annual Meeting of Shareholders to be held
at the Main Office at The New Iberia Bank, 800 South Lewis Street, New Iberia,
Louisiana, on Monday, April 17, 1995, at 10 o'clock a.m., or any adjournments
or postponements thereof.
1. Fix the number of Directors at eleven (11) (or, in the discretion of the
proxies, or either of them, if any of the nominees listed in the
accompanying proxy statement become unavailable for election, such lesser
number as is equal to the Board's nominees who are available for election)
For ( ) Against ( ) Abstain ( )
2. Election of Directors
For all Nominees Listed Below ( ) Withhold from Voting for All
(Except those written by me below) Nominees Below ( )
Samuel S. Broussard, Sr., J. Preston Duhe, Ernest Freyou, Gerald J. Halphen,
Frank C. Minvielle, William D. Quinlan, James W. Schwing, Sr., Jules A.
Schwing, Jerry E. Shea, Sr., Edward P. Terrell, III, and J. P. Thibodeaux.
(INSTRUCTION: TO WITHHOLD AUTHORITY FROM VOTING FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NAME ON THE LINE BELOW.)___________________________________________
________________
3. Allow proxies, or either of them, to vote in their discretion with respect
to the election of any person as a director for which position a bona fide
nominee named in the accompanying proxy statement is unable to serve.
For ( ) Against ( ) Abstain ( )
4. To amend the Articles of Incorporation to eliminate the par value of the
common stock and to effectuate a 40-to-1 stock split.
For ( ) Against ( ) Abstain ( )
5. Ratify appointment of Arthur Andersen & Co. as Independent Certified Public
Accountants
For ( ) Against ( ) Abstain ( )
6. To consider a shareholder proposal to repeal certain amendments to the
Bylaws adopted by the Board of Directors.
For ( ) Against ( ) Abstain ( )
7. Allow proxies, or either of them, to vote in their discretion as to any
other matters that may properly come before the meeting or any adjournment
or postponement thereof.
SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSITION LISTED
ABOVE OTHER THAN PROPOSITION NO. 6 AND "AGAINST" PROPOSITION NO. 6. IF
CUMULATIVE VOTING IS REQUIRED IN THE ELECTION OF DIRECTORS, THIS PROXY CONFERS
AUTHORITY TO VOTE CUMULATIVELY FOR ANY CANDIDATE(S) FOR WHOM AUTHORITY TO VOTE
HAS NOT BEEN WITHHELD. IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING
UNDER PROPOSITION NO. 7, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
JUDGMENT OF THE PROXIES UNLESS AUTHORITY TO DO SO IS WITHHELD BY STRIKING
THROUGH PROPOSITION NO. 7. BY PROPERLY EXECUTING AND RETURNING THIS PROXY, THE
UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
<PAGE> 29
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSITIONS OTHER THAN NO. 6 AND A VOTE "AGAINST" PROPOSITION NO. 6. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR
TO ITS EXERCISE.
_____________________________________________________________
Signature
_____________________________________________________________
Title
DATE______________________________1995 Please sign exactly as name appears
on the certificate or certificates
representing shares to be voted by
this proxy. When signing as Attorney,
Executor, Administrator, Trustee, or
Guardian, please give full title as
such. If more than one Trustee, all
should sign. If a corporation, please
sign in full corporate name by
president or other authorized officer.
If a partnership, please sign in
partnership name by authorized
persons. If stock is owned by more
than one person, all such persons
must sign proxy.
__________________________________ ______________________________________
Number of Shares Printed Name of Shareholder
