<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1995.
[ ] Transition report pursuant to Section 13 or 15(d) of
the Exchange Act of 1934
For the transition period from to
---------- -----------
Commission file number 0-13307
-------------------
The New Iberia Bancorp, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-0969631
------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 South Lewis, New Iberia, Louisiana 70560
------------------------------------------------------------
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (318) 365-6761
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,991,760 shares common stock
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
(a) Financial Highlights
(b) Balance Sheet
(c) Income Statement
(d) Changes in Capital
(e) Cash Flow
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
(a) Liquidity
(b) Capital Resources
(c) Results of Operations
PART II OTHER INFORMATION
Item 1 - Legal Proceedings
Item 2 - Changes in Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Exhibit 3.(i)- Articles of Incorporation of The New Iberia Bancorp,
Inc.
Exhibit 3.(ii)- By-Laws of The New Iberia Bancorp, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its own behalf by the
undersigned thereunto duly authorized.
THE NEW IBERIA BANCORP, INC.
DATE: May 9, 1995 BY:/s/ ERNEST FREYOU
------------------- -----------------------------------
Ernest Freyou
President and Chief Executive Officer
DATE: 9 May 1995 BY:/s/ LEONARD J. FREYOU
------------------- -----------------------------------
Leonard J. Freyou
Senior Vice-President and Cashier
<PAGE> 3
10-Q INDEX
<TABLE>
<S> <C>
PART I
Item 1 Financial Highlights............................... 1
Consolidated Comparative Balance Sheet............. 2-4
Consolidated Comparative Income Statement.......... 5-6
Statement of Changes in Capital Accounts........... 7
Consolidated Statement of Cash Flow................ 8-9
Item 2 Management Discussion & Analysis of Financial
Condition and Results of Operation
Overview........................................... 10
Capital Resources.................................. 10
Net Interest Income................................ 10
Earning Assets..................................... 11
Investment Securities.............................. 11
Interest-Bearing Liabilities....................... 12
Interest Expense................................... 12
Reserve and Provision for Possible Loan Losses..... 12
Other Income....................................... 13
Other Expenses..................................... 13
Income Taxes....................................... 13
Nonperforming Assets and Past Due Loans............13-15
Liquidity and Interest Rate Sensitivity............15-16
PART II
OTHER INFORMATION
Item 1 Legal Proceedings..................................17-19
Item 2 Changes in Securities.............................. 20
Item 4 Submission of Matters to a Vote of
Security Holders...................................21-23
</TABLE>
Exhibit 3.(i) - Articles of Incorporation of The New
Iberia Bancorp, Inc.
Exhibit 3.(ii) - By-Laws of The New Iberia Bancorp, Inc.
<PAGE> 4
ITEM 1 (A) FINANCIAL HIGHLIGHTS
(ALL DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 Percent
---- ---- -------
Change
------
<S> <C> <C> <C> <C>
FOR 3 MONTHS Net Income.................. 606 689 (12%)
--- -------------------------------------------------------
ENDED 3/31/95 Cash dividends declared..... 150 -0- N/A
------- -------------------------------------------------------
Average Common Shares
Outstanding (in thousands) 1,991.8 1,991.8
- - - - - - --------------------------------------------------------------------------
PER SHARE Net Income.................. .30 .35 (12%)
------------------------------------------------------
FOR 3 MONTHS Cash Dividends Declared..... .075 -0- N/A
--- ------------------------------------------------------
ENDED 3/31/95 Shareholder's Equity
--------
(Book Value) 421 403 4%
------------------------------------------------------
Market Value................ N/A N/A N/A
- - - - - - --------------------------------------------------------------------------
- - - - - - --------------------------------------------------------------------------
FOR 3 MONTHS Net Income.................. 606 689 (12%)
--- ------------------------------------------------------
ENDED 3/31/95 Cash Dividends Declared..... 150 -0- N/A
------- ------------------------------------------------------
Average Common Shares
Outstanding................1,991.8 1,991.8 -
- - - - - - --------------------------------------------------------------------------
PER SHARE Net Income............... .30 .35 (10%)
-------------------------------------------------------
FOR 3 MONTHS Cash Dividends Declared.. .075 -0- N/A
--- ------------------------------------------------------
ENDED 3/31/95
-------
- - - - - - --------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
AS OF 3/31/95 12/31/94
- - - - - - ------------------------------------------------------------------------
<S> <C> <C> <C>
Total Assets...............240,844 233,268 3%
-----------------------------------------------------
Total Earning Assets.......225,949 211,969 7%
-----------------------------------------------------
Total Loans Gross..........124,027 112,781 10%
-----------------------------------------------------
Total Deposits.............217,245 210,594 3%
-----------------------------------------------------
Total Shareholder's Equity. 20,950 20,027 5%
-----------------------------------------------------
Total Trust Assets......... 2,439 2,440 2%
-----------------------------------------------------
- - - - - - ------------------------------------------------------------------------
</TABLE>
-1-
<PAGE> 5
REPRESENTATION FROM MANAGEMENT:
All adjustments have been made which, in the opinion of Management, are
necessary to fairly present the financial results for the interim periods
presented.
For all periods, the share amount, per share data and par value throughout the
Financial Statements have been adjusted to give effect to the stock split and
change in par value described within this filing.
-2-
<PAGE> 6
<TABLE>
<CAPTION>
ITEM I (B) CURRENT QUARTER PREVIOUS YEAR
AS OF 3/31/95 AS OF 12/31/94
ASSETS -----------------------------------------------------------------------
- - - - - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CASH AND DUE FROM BANKS $8,268,606.42 $10,234,599.53
INVESTMENT SECURITIES: (SEE NOTE)
1. HELD TO MATURITY: Market Value of $63,899,000 at
3/31/95 and $61,882,000 at 12/31/94, respectively
(A) U.S. TREASURY SECURITIES $9,934,264.08 $9,899,023.37
(B) U.S. GOVERNMENT:
AGENCY NOTES $9,493,465.00 $8,493,240.00
MORTGAGE BACKED SECURITIES $20,507,477.40 $21,031,951.65
(C) OBLIGATIONS OF STATES & POLITICAL
SUBDIVISIONS $23,353,049.87 $23,702,082.07
(D) DOMESTIC DEBT SECURITIES $497,270.00 $497,140.00
(E) CORPORATE STOCKS IN OTHER BANKS $0.00 $0.00
TOTAL INVESTMENT HELD TO MATURITY $63,785,526.35 $63,623,437.09
2. AVAILABLE FOR SALE, at Market
(A) U.S. TREASURY SECURITIES $13,953,747.50 $15,827,103.28
(B) U.S. GOVERNMENT:
AGENCY NOTES $1,470,365.00 $1,442,800.00
MORTGAGE BACKED SECURITIES $15,360,309.95 $15,322,445.85
(C) OBLIGATIONS OF STATES & POLITICAL $0.00 $0.00
SUBDIVISIONS
(D) DOMESTIC DEBT SECURITIES $3,156,867.57 $3,069,110.00
(E) CORPORATE STOCKS IN OTHER BANKS $150,083.75 $150,083.75
TOTAL INVESTMENT AVAILABLE FOR SALE $34,091,373.77 $35,811,542.88
TOTAL INVESTMENT SECURITIES $97,876,900.12 $99,434,979.97
FEDERAL FUNDS SOLD $4,367,702.95 $3,809,395.02
LOANS HELD FOR SALE $71,250.00 $439,974.00
LOANS: GROSS $123,955,878.69 $112,350,672.11
LESS:
(A) UNEARNED INCOME ON LOANS ($54,648.43) ($9,739.14)
(B) RESERVE FOR POSSIBLE LOAN LOSSES ($3,252,240.57) ($3,114,213.10)
LOANS: NET $120,720,239.69 $109,666,693.87
BANK PREMISES, EQUIPMENT, FURNITURE & FIXTURES $5,580,324.51 $5,695,083.68
REAL ESTATE OWNED OTHER THAN BANK PREMISES $106,815.89 $181,815.89
INTANGIBLE ASSETS $317,719.76 $347,471.96
OTHER ASSETS $3,606,103.77 $3,898,055.11
TOTAL OTHER ASSETS $9,610,963.93 $10,122,426.64
- - - - - - -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $240,844,413.11 $233,268,095.03
=============== ================
</TABLE>
-3-
<PAGE> 7
<TABLE>
<CAPTION>
ITEM I (B) CONTINUED CURRENT QUARTER PREVIOUS YEAR
AS OF 3/31/95 AS OF 12/31/94
------------------------------------------------------------------------
LIABILITIES AND CAPITAL
- - - - - - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEPOSITS IN DOMESTIC OFFICES
(A) DEMAND $30,183,847.29 $31,257,072.14
(B) NOW, SUPER NOW & MONEY MARKET ACCOUNTS $64,206,698.17 $60,939,619.91
(C) SAVINGS & CHRISTMAS CLUB $18,294,519.61 $18,204,428.35
(D) TIME CD'S - $100,000 AND OVER $40,171,253.86 $36,709,013.46
(E) TIME CD'S - OTHER $48,661,349.24 $47,358,501.35
(F) IRA CD'S $15,727,425.90 $16,125,525.70
TOTAL DEPOSITS $217,245,094.07 $210,594,160.91
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD $1,440,798.52 $1,603,571.41
OTHER LIABILITIES $1,208,852.20 $1,043,828.01
TOTAL LIABILITIES $219,894,744.79 $213,241,560.33
COMMON STOCK:
(1) SHARES AUTHORIZED 10,000,000
(2) COMMON STOCK, NO PAR 2,000,000 $9,497,410.00 $9,497,410.00
(3) UNDIVIDED PROFITS $12,172,852.34 $11,716,358.08
(4) TREASURY STOCK 8,240 ($2,060.00) ($2,060.00
(5) UNREALIZED GAIN(LOSS) ON AFS INVESTMENTS ($718,533.99) ($1,185,173.38
NET OF INCOME TAX EFFECT
TOTAL EQUITY CAPITAL $20,949,668.35 $20,026,534.70
- - - - - - ---------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY CAPITAL $240,844,413.14 $233,268,095.03
=============== ===============
</TABLE>
-4-
<PAGE> 8
ITEM I - (C) CONSOLIDATED COMPARATIVE STATEMENT OF INCOME
<TABLE>
<CAPTION>
QUARTER ENDING QUARTER ENDING
3/31/95 3/31/94
<S> <C> <C>
INTEREST INCOME:
INTEREST & FEES ON LOANS $2,626,365.34 $2,023,259.79
U.S. TREASURY NOTES $381,228.39 $408,831.13
U.S. GOVERNMENT:
AGENCY NOTES $183,879.16 $80,180.84
MORTGAGE BACKED SECURITIES $648,942.70 $797,094.93
OBLIGATIONS OF STATE & POLITICAL SUB. $305,749.67 $260,389.62
DOMESTIC DEBT SECURITIES $61,107.13 $56,569.08
OTHER INTEREST INCOME $73,566.49 $52,877.23
- - - - - - -----------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST INCOME $4,280,838.88 $3,679,202.62
INTEREST EXPENSE:
INTEREST ON DEPOSITS $1,755,389.84 $1,314,316.07
INTEREST ON SHORT TERM BORROWING $25,995.43 $12,799.98
- - - - - - -----------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE $1,781,385.27 $1,327,116.05
NET INTEREST INCOME $2,499,453.61 $2,352,086.57
PROVISION FOR LOAN LOSSES $62,100.00 $0.00
NET INTEREST INCOME AFTER PROVISION $2,437,353.61 $2,352,086.57
FOR LOAN LOSSES
- - - - - - -----------------------------------------------------------------------------------------------------------------------
COMMISSION & FEES FROM FIDUCIARY ACTIVITIES $1,368.06 $879.34
INSURANCE COMMISSIONS, FEES & PREMIUMS $16,603.86 $19,349.42
FEES ON OTHER CUSTOMER SERVICES $317,204.55 $335,122.78
INVESTMENT SECURITIES GAIN OR LOSS $0.00 $0.00
ALL OTHER INCOME $123,557.84 $128,358.87
- - - - - - -----------------------------------------------------------------------------------------------------------------------
TOTAL INCOME BEFORE OVERHEAD COST $2,896,087.92 $2,835,796.98
</TABLE>
-5-
<PAGE> 9
ITEM I - (C) CONSOLIDATED COMPARATIVE STATEMENT OF INCOME (CONTINUED)
<TABLE>
<CAPTION>
QUARTER ENDING QUARTER ENDING
3/31/95 3/31/94
<S> <C> <C>
OTHER EXPENSES:
SALARIES $900,249.20 $780,318.10
NET OCCUPANCY EXPENSE OF PREMISES $121,175.47 $106,055.24
FURNITURE & EQUIPMENT $171,786.46 $158,046.86
OTHER EXPENSES $836,937.81 $817,855.07
TOTAL OTHER EXPENSES $2,030,148.94 $1,862,275.27
NET INCOME OR (LOSS) BEFORE INCOME TAX $865,938.98 $973,521.71
INCOME TAX EXPENSE $259,444.72 $284,541.00
- - - - - - -----------------------------------------------------------------------------------------------------
INCOME OR LOSS BEFORE EXTRAORDINARY ITEMS $606,494.26 $688,980.71
====================================================
EARNINGS PER SHARE DATA $0.30 $0.35
DIVIDENDS PER SHARES OUTSTANDING $0.075 $0.00
</TABLE>
-6-
<PAGE> 10
ITEM I - (D) CHANGES IN CAPITAL
<TABLE>
<CAPTION>
THREE MONTHS PREVIOUS YEAR
ENDED 3/31/95 ENDED 3/31/94
----------------------------------------------------
<S> <C> <C>
STATEMENT OF CHANGES IN CAPITAL ACCOUNTS
BALANCE AT BEGINNING OF YEAR $20,026,534.70 $19,076,569.15
NET INCOME $606,494.26 $688,980.71
SALE OF TREASURY STOCK $0.00 $1,950.00
NET CHANGE IN UNREALIZED GAIN/LOSS $466,639.39 $280,247.88
ON AVAILABLE FOR SALE SECURITIES
(NET OF TAX EFFECT)
- - - - - - ----------------------------------------------------------------------------------------------------------------------
TOTAL ADDITIONS $1,073,133.65 $971,178.59
DEDUCTIONS:
CASH DIVIDENDS DECLARED $150,000.00 $0.00
- - - - - - ----------------------------------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS $150,000.00 $0.00
BALANCE AT END OF PERIOD $20,949,668.35 $20,047,747.74
====================================================
</TABLE>
-7-
<PAGE> 11
THE NEW IBERIA BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIODS MARCH 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $606,494 $688,981
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION & AMORTIZATION 179,437 162,514
DISCOUNT ACCRETION & PREMIUM AMORTIZATION (42,451) (356,111)
PROVISION FOR LOAN LOSSES 62,100 0
NET GAIN ON SALE OF REAL ESTATE OWNED (5,000) 0
GAIN/LOSS SALE OR CALL OF INVESTMENT SECURITIES 0 0
INCREASE (DECREASE) IN OTHER LIABILITIES 165,024 168,331
DECREASE (INCREASE) IN OTHER ASSETS 291,951 137,993
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,257,555 801,708
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM MATURITIES & CALL OF INVESTMENT SEC.(HTM) 829,075 3,996,131
PROCEEDS FROM MATURITIES & CALL OF INVESTMENT SEC.(AFS) 2,874,768 7,433,775
PURCHASE OF INVESTMENT SECURITIES(HTM) (1,000,000) (5,084,221)
PURCHASE OF INVESTMENT SECURITIES(AFS) (977,656) (12,488,638)
NET (INCREASE) DECREASE IN LOANS (10,476,516) (463,618)
PURCHASE OF BANK PREMISES & EQUIPMENT (34,926) (189,257)
PROCEEDS FROM SALE OF:
OTHER REAL ESTATE OWNED 80,000 0
SALE OF TREASURY STOCK 0 1,950
NET CASH PROVIDED BY (USED IN)
INVESTMENT ACTIVITIES ($8,705,255) ($6,793,878)
</TABLE>
-8-
<PAGE> 12
<TABLE>
<CAPTION>
1995 1994
----------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
PURCHASE OF TREASURY STOCK $0 $0
NET INCREASE (DECREASE) IN REPURCHASE AGREEMENTS ($162,773) ($521,485)
NET INCREASE (DECREASE) IN DEMAND, NOW &
SAVINGS DEPOSITS $2,283,945 $3,270,060
NET INCREASE (DECREASE) IN CERTIFICATES OF DEPOSITS $4,366,988 ($2,545,371)
DIVIDENDS PAID ($448,146) ($283,751)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $6,040,014 ($80,547)
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS ($1,407,686) ($6,072,717)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $14,043,995 $16,544,049
CASH AND CASH EQUIVALENTS AT END OF PERIOD 12,636,309 10,471,332
SUPPLEMENTAL DISCLOSURE:
INTEREST PAID ON BORROWINGS AND DEPOSITS $1,717,073 $1,308,071
FEDERAL INCOME TAX PAID $0 $10,000
</TABLE>
-9-
<PAGE> 13
Part I
Item 2 - Management Discussion and Analysis of Financial Condition
and Results Of Operation
OVERVIEW
In the first quarter of 1995, the Corporation recorded net income of $606,494
($.30 per share). This compares to the same period in 1994 when net income was
$688,981 ($.35 per share). The change in net income is explained by the
following changes in other income and expenses. Net Interest Income income
increased by $147,367, mainly due to greater loan demand. Salary cost have
increased as a result of opening new locations in Lafayette and Abbeville.
Other expenses increased $19,000, mainly attributable to legal proceedings
during the first quarter (See Legal Proceedings).
At March 31, 1995 total assets were $240,844,413, an increase of $7,576,318
(3.25%) from the $233,268,095 reported for December 31, 1994 and an increase of
$14,624,127 (6.46) from March 31, 1994. Gross loans at March 31, 1995 were
$124,027,129, a $11,236,483 (9.96%) increase from December 31, 1994 balance of
$112,790,646 and an increase of $31,684,913 (34.31%) from the balance at March
31, 1994. Loans held for sale at March 31, 1995, and December 31, 1994, and
March 31, 1994 were $71,250 and $439,974 and $2,025,827, respectively. The
increase in loans is attributable to the continuing activity in mortgage
lending, good retail consumer activity, and a steadily improving commercial
loan market throughout 1994 and into 1995. Total deposits were $217,245,094 at
March 31, 1995 a $6,650,933 (3.06%) increase from the balance of $210,594,161
at December 31, 1994 and an increase of $13,569,801 (6.66%) from the balance at
March 31, 1994. The increase in deposits from December 1994 is primarily
attributable to an increase in public funds from existing fiscal agent
agreements. Management is aware of this increase and continues to monitor its
position in public funds on a monthly basis.
CAPITAL RESOURCES:
Capital ratios at the quarter ending March 31:
<TABLE>
<CAPTION>
Regulatory
1995 1994 1993 Minimum
---- ---- ---- ----------
<S> <C> <C> <C> <C>
Primary Capital 10.06% 10.77% 9.53% 5.5%
Leverage 8.85% 9.52% 8.44% 5%*
Risk-based capital
Tier I 16.76% 18.23% 18.59% 6%*
Total 18.26% 19.73% 19.84% 10%*
</TABLE>
*Current levels for a well capitalized institution in accordance with the
Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA). The
unrealized loss on Available for Sale securities reflected in the equity
section of the balance sheet was excluded in the computation of these ratios.
NET INTEREST INCOME - Net interest income is the difference between interest
earned on assets and interest paid for the funds supporting those assets. As
of March 31, 1995 year to date, net interest income was $2,499,454, an increase
of $147,368 (6.27%) over the same period in 1994. The increase in net interest
income is the result of an increase in loan activity over the last year.
Interest rates rose substantially during 1994, but loan demand was relatively
unaffected during that period. Activity in mortgage and commercial lending has
continued to increase while retail consumer lending has remained strong
throughout the same period. Interest costs have slowly but steadily increased
throughout 1994 and 1995. This trend should continue as deposits reprice
during the rest of 1995.
-10-
<PAGE> 14
EARNING ASSETS-Earning assets as of March 31, 1995 were $225,948,601, an
increase of $10,343,047 (4.80%) from the December 31, 1994 balance of
$215,605,554. The change is the result of an increase in loans outstanding
offset by a net decrease in investment securities.
The average yield on earning assets was 7.28%. In 1994, the average yield on
earning assets was 7.08%. The yield on loans has increased to an average of
8.80% from an average of 8.72% in 1994. The yield on investments has increased
to an average of 6.41% from an average of 5.66% in 1994. The yield on
investments is up due to overall higher interest rates. The Bank has continued
to diversify the investment portfolio to maintain a good yield by investing in
municipal bonds where spreads are better than other investment alternatives,
short treasury notes, and short average life mortgage backed securities. The
average rate on Fed Funds Sold has increased to an average of 5.68% from an
average of 2.99% in 1994. All yields are year to date through March of the
respective year.
INVESTMENT SECURITIES -The New Iberia Bank's investment portfolio is managed to
ensure quality of securities, the maintenance of attractive rates of return on
the funds invested and adequate liquidity to the bank. The portfolio consists
primarily of U.S. Treasury Notes, Municipal Bonds, and Mortgage-Backed
Securities. U.S. Treasury Notes and Municipal Bonds are laddered to provide a
constant liquidity source. Mortgage-Backed Securities provide liquidity,
monthly cash flow and higher yields. The mix of the investment portfolio
continues to change, primarily due to prepayments on mortgage backed
securities. The Bank has primarily reinvested maturities and pay downs in 1995
into loans, where demand has been good.
The breakdown of the investment portfolio as of March 31, 1995 is listed below:
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Held to Maturity Available for Sale
Amortized Fair Amortized Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
U.S. Treasuries $ 9,934 $9,957 $14,005 $13,954
U.S. Government
Agency Notes 9,493 9,468 1,500 1,470
Mortgage Back 20,508 20,717 17,843 16,734
Obligation State 23,353 23,281 0 0
& Political
Domestic Debt 497 476 1,852 1,374
Corporate Stock 0 0 150 150
Total $63,785 $63,899 $34,961 $34,091
</TABLE>
Gross unrealized gains and losses on "Held to Maturity" securities were as
follows:
<TABLE>
<CAPTION>
(In Thousands of Dollars)
Book Unrealized Unrealized Market
Value Gains Losses Value
<S> <C> <C> <C> <C>
U. S. Treasuries $ 9,934 $ 35 $ (12) $ 9,957
U. S. Agency Notes 9,493 67 (92) 9,468
Mortgage Back Sec. 20,508 293 (316) 20,717
Obligation State 23,353 298 (370) 23,281
& Political
Total $63,288 $ 693 $(790) $63,423
</TABLE>
-11-
<PAGE> 15
Under current regulatory capital rules, the loss at March 31, 1995 in the
"Available for Sale" securities totaling $718,534, net of tax, is excluded from
capital when calculating leverage, primary capital and risk based capital
ratios.
The Corporation had no sales of securities during the first quarter of 1995 and
1994.
INTEREST-BEARING LIABILITIES - Interest-bearing liabilities in the first
quarter of 1995 were $188,502,045, an increase of $7,561,385 (4.18%) from the
December 31, 1994 balance of $180,940,660 and an increase of $15,307,570 over
the same time in 1994. As noted previously, the increase in this category is
due to an increase in public funds.
INTEREST EXPENSE - Interest Expense year to date as of March 31, 1995 totaled
$1,755,390, an increase of $441,074 (33.56) from the 1994 amount of $1,314,316.
The reason for the increase is the rapid rise in interest rate due to the
Federal Reserve tightening policy which led to higher interest rates. Market
interest rates have stabilized, but the interest cost of the corporation will
continue to rise in 1995 as customers reinvest their money over the next year
in higher yielding deposits. The average rates paid year to date for all
interest-bearing liabilities were 3.90% through March 1995 as compared to 3.07%
for the same period in 1994. All yields are year to date through March of the
respective year.
RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES
An adequate level of the Allowance for Possible Loan Losses is determined by
reviewing the quality of the loan portfolio, actual loan loss experience and
the current and anticipated economic conditions and their effect on the market
served by the Corporation. The Provision for Possible Loan Losses is the
amount charged to earnings in order to maintain an adequate level of reserves.
Other significant factors considered in determining the levels of the provision
and the reserve are the growth or decline in the loan portfolio, the
composition of the portfolio, industry concentrations, differing risks
associated with each category of loans, the current and prospective financial
condition of borrowers, the level of past due and nonperforming loans and the
relationship of the reserve to the total loan portfolio. Management reviews
the loan portfolio to identify potential losses and to determine that the level
of reserves adequately reflects the potential loss exposure. Loans identified
as problem credits are reviewed more frequently to determine potential changes
in the reserve.
Since actual losses may vary from current assessments, any necessary
adjustments to the reserve are recorded in the period in which they become
known. The loan review department of the Corporation monitors adherence to
lending policies and procedures as well as asset quality.
The Provision for Possible Loan Losses was $62,100 for three months ending
March 31, 1995 compared to -0- for the same period ending the previous year.
The balance in the reserve over the two year period reflects levels of
charge-offs and managements' use of conservative estimates of collateral values
when evaluating exposures in the loan portfolio. The reserve as a percentage
of loans and leases was 2.62% at quarter end March 31, 1995 compared to 2.76%
at year end December 1994. Bank management projects loan growth to continue
throughout the remainder of the year. This growth is a factor in Management's
periodic determination of the reserve. Management will adjust provisions made
to the reserve based on recoveries received and charge offs made to make sure
an adequate reserve is maintained.
The diversification of the loan portfolio is an important factor in the
assessment of the loan quality and loss potential. Although the Corporation
has a significant amount of loans made to energy services and agricultural
customers due to the prevalence of that industry in the local economy, the
Corporation seeks to lend to a variety of industries to minimize its exposure
to possible losses occurring from concentrations in any single sector.
Broadening the base of loan activity into the Lafayette market, along with a
steadily improving local economy over the last few years has had a positive
effect on the performance of the loan
-12-
<PAGE> 16
portfolio. During 1993, the U.S. Congress passed the North American Free Trade
Agreement(NAFTA). The Corporation believes that the increase in competition
from Mexican producers as a result of the passage of NAFTA could directly have
an adverse effect on the Company's agricultural sugar and textile industries.
Also, the Corporation's operating market may be indirectly affected.
Appropriate consideration has been given to this factor in the Corporation's
loan loss reserve.
Another consideration is the opening of new gaming establishments in the
Corporation's marketing area. Appropriate consideration has been given to this
activity in the analysis of the Corporation's consumer loan portfolio. A
review of past due loans does not indicate a significant effect as a result of
gaming activities at this time.
Charge-Offs year to date for 1995 were $51,835 compared to $42,899 in 1994.
Recoveries year to date for 1995 were $127,762 compared to $38,792 in 1994.
The small levels in charge-offs are attributable to management's continued
efforts in identifying and working out problem loans.
Year to date Loan Recoveries compared to prior year charge-offs was 73.66% and
37.84% for March 1995 and March 1994, respectively.
OTHER INCOME
For the first quarter of 1995, Other Income was $458,734, a decrease of $24,976
(5.16%) over the $483,710 earned for the same period in 1994. The reduction is
due to a decrease on fees for customer services.
OTHER EXPENSES
Total Other Expenses for the first quarter of 1995 was $2,030,149 compared to
the same period in 1994 expense of $1,862,275, an increase of $161,874. Salary
and benefits cost are up compared to last year due to an increase in staff for
expansion into the Lafayette market.
INCOME TAXES
The effective tax rate for 1995 is approximately 30% compared to 29% for the
same period in 1994. The Corporation has invested more in tax advantaged
municipal securities in recent years which provided for a better overall yield
compared to other investment securities options.
NONPERFORMING ASSETS AND PAST DUE LOANS
Crucial to earnings performance is the monitoring of asset quality, chiefly in
the evaluation of credit risk and the minimization of the Corporation's
exposure to losses. Management views these two critical functions as essential
to sound banking practice. Therefore, management regularly obtains appraisals
for the collateral supporting nonperforming assets and specifically reserves
for them based on the current market value of the collateral if necessary.
Management utilizes historical loss trends to establish general reserves on non
performing loans.
-13-
<PAGE> 17
Nonperforming assets are those loans carried on a non-accrual basis, those
classified as troubled debt restructuring, real estate acquired through
foreclosure and repossessed movable property. The following schedule reflects
the balance of each category:
<TABLE>
<CAPTION>
(In Thousands of Dollars)
March 31, 1995 December 31, 1994
<S> <C> <C>
Non-accrual Loans $ 92,363 $ 97,282
Troubled Debt Restructuring 587,847 605,415
Other Real Estate Owned 106,816 181,816
Repossessed Movable Prop. 16,056 6,350
Total $803,082 $890,863
</TABLE>
RISK ELEMENT INFORMATION
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
<S> <C> <C>
Past due loans 90 days $433,069 $168,377
and still accruing
</TABLE>
<TABLE>
<CAPTION>
March 31, 1995 March 31, 1994
<S> <C> <C>
Amount of income on non-accrual $ 1,500 $ 4,500
loans that would have been
in income if still accruing
Interest income on restructured $ 18,400 $ 14,000
loans included in net income
</TABLE>
Typically, the Corporation's restructured loans are based on the ability to
provide repayment instead of providing a rate less than the market. As a
result, any rate adjustment would have resulted in an immaterial change in
earnings during the quarter.
The Corporation's Management is not aware of any loans classified for
regulatory purposes as loss, doubtful, substandard, or special mention and
excluded from the non-accrual, past due 90 days and still accruing, or
restructured loans which: (1) represent or result from trends or uncertainties
that will materially impact future operating results, liquidity, or capital
resources, or (2) represent material credits about which Management is aware of
any information which causes doubts as to the ability of such borrowers to
comply with the loan repayment terms.
-14-
<PAGE> 18
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 114, "ACCOUNTING BY
CREDITORS FOR IMPAIRMENT OF A LOAN", AS AMENDED BY SFAS NO. 118.
Effective January 1, 1995, the Corporation adopted the Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of
a Loan", as amended by SfAS No. 118. This new standard requires the
measurement of impairment on certain loans based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
the fair value of the loan's collateral, a loan is considered impaired when,
based on current information and events, it is probable that the bank will be
unable to collect all amounts due according to the contractual terms of the
loan. The measure of impairment is a component of the Corporation's reserve
for loan losses.
The Corporation currently places loans on nonaccrual status, when in the
opinion of management, it is uncertain that all interest and principal will be
collected according to the contractual terms of the loan. Thus, a loan that is
considered impaired would also be considered for nonaccrual status.
At March 31, 1995, impaired loans totaled $92,363, of which $79,773 required a
total reserve for impairment of $63,572. There was no reserve for impairment
on the remaining $12,590 of impaired loans. During the three month period
ended March 31, 1995, impaired loans averaged $95,167. All impaired loans are
on nonaccrual status and therefore no interest income was recognized on
impaired loans.
As allowed by SFAS No. 114, the measurement of impairment provisions were not
applied to the large group of similar loans such as residential mortgages and
consumer installment loans.
NON-ACCRUAL OF INTEREST ON LOANS
It is the policy of The New Iberia Bank to discontinue the accrual of interest
on loans when principal or interest is in default for ninety days or more,
unless, in the best judgement of the Officer Loan Committee, the loan is well
secured and is in the process of collection. Interest previously accrued is
reversed and the accrual of interest is discontinued.
Liquidity and Interest Rate Sensitivity:
Within the New Iberia Bank's financial structure is the goal of maintenance of
adequate liquidity; the ability to meet customers' requirements on a timely
basis. The Company has an adequate Asset/Liability program to aid it in
maintaining proper balance between interest earning assets and interest bearing
liabilities. This program is run monthly allowing management to diversify
investments as needed to keep a proper balance of maturities. We are also
capable of managing interest rate sensitivity of assets and liabilities. This
is critical to protect net income against wide fluctuations in interest rates
and in turn maintaining consistent growth of net interest income.
Our liquidity ratio at March 31, 1995 was 41.22% with a dependency ratio of
10.59%; the liquidity on December 31, 1994 was 45.64% with a dependency ratio
of 9.50%. The liquidity is enhanced by the Corporation's ability to manage the
interest rate sensitivity of assets and liabilities. The dependency ratio is
higher due to an increase in large certificates of deposits, primarily from
public funds. The New Iberia Bank actively monitors and controls the
relationship between interest sensitive assets and liabilities by means of an
interest rate simulation model. The off balance sheet commitments, if funded,
would have a limited impact on the liquidity of the Corporation, primarily due
to the maturity structure of the investment portfolio.
-15-
<PAGE> 19
CUMULATIVE MATURITY/RATE SENSITIVITY (All Dollar Amounts in Thousands)
- - - - - - --------------------------------------------------------------------------------
EARNING ASSETS
<TABLE>
<CAPTION>
1-30 1-60 1-90 1-365 YEAR & OVER TOTAL
<S> <C> <C> <C> <C> <C> <C>
LOANS* 23,268 29,173 34,917 53,543 70,311 123,854
SHORT TERM INVESTMENTS 4,368 4,368 4,368 4,368 0 4,368
INVESTMENTS*** 2,083 3,144 8,193 26,202 71,525 97,727
TOTAL EARNING ASSETS 29,719 36,685 47,478 84,113 141,836 225,949
FUNDING SOURCES
PUBLIC FUNDS DDA 14,178 14,178 14,178 14,178 0 14,178
NOW ACCOUNTS** 0 0 0 0 30,758 30,758
MONEY MARKET (IMFA) 19,272 19,272 19,272 19,272 0 19,272
CERT. OF DEPOSIT
less than 100M 2,878 10,463 16,388 32,012 8,159 40,171
OTHER TIME DEPOSITS 6,780 10,833 15,292 47,717 16,671 64,388
SAVINGS** 0 0 0 0 18,295 18,295
REPURCHASE AGREEMENTS 1,440 1,440 1,440 1,440 0 1,440
TOTAL FUNDING 44,548 56,186 66,570 114,619 73,883 188,502
CUMULATIVE MATURITY/ (14,829) (19,501) (19,092) (30,506) 67,953 37,447
RATE SENSITIVITY (GAP)
AS A % OF EARNING ASSETS -6.56% -8.63% -8.45% -13.50%
AS A % OF TOTAL ASSETS -6.56% -8.62% -8.44% -13.49%
</TABLE>
* LOAN FIGURES REPRESENT RATE SENSITIVITY ONLY, WHILE THE BALANCE SHEET
REPRESENTS TOTAL GROSS LOANS INCLUDING NON-ACCRUALS AND OVERDRAFTS
** HISTORICALLY, RATES ON THESE TYPES OF ACCOUNTS HAVE CHANGED LITTLE AS
COMPARED TO OTHER TYPES OF DEPOSITS, THEREFORE, THESE ACCOUNTS ARE NOT
CONSIDERED RATE SENSITIVE.
*** $150,084 - FIRST NATIONAL BANKERS BANK AND FNMA STOCK NOT RATE SENSITIVE
AND IS NOT INCLUDED IN THE ONE YEAR AND OVER. THE ABOVE SENSITIVITY
REPORT DOES NOT TAKE INTO ACCOUNT PREPAYMENTS OF MORTGAGE BACK SECURITIES.
SUCH PREPAYMENTS WOULD REFLECT A MORE POSITIVE RATE SENSITIVITY EFFECT ON
THE BALANCE SHEET.
THE AMOUNT OF PAYDOWNS RECEIVED ON A MONTHLY BASIS ON MORTGAGE BACKED
SECURITIES IS NOT REFLECTED IN THIS SCHEDULE. PAY DOWNS AVERAGED ABOUT
$250,000 A MONTH OVER THE FIRST QUARTER OF 1995, AND WOULD NOT HAVE
CREATED A SIGNIFICANT DIFFERENCE IN THE PERCENTAGES ABOVE.
THE GAP PERCENTAGES NOTED ABOVE ARE A REFLECTION OF A NEGATIVE POSITION.
THIS MEASUREMENT SIMPLE SHOWS AT WHAT REPRICING INTERVAL ASSETS AND
LIABILITIES WILL REPRICE. IT DOES NOT TAKE INTO ACCOUNT AT WHAT LEVEL OF
RATE CHANGE THE ASSET OR LIABILITY WILL REPRICE. IN GENERAL TERMS, IF
RATES FALL, NET INTEREST INCOME SHOULD INCREASE AND IF RATES RISE, NET
INTEREST INCOME SHOULD DECREASE. IN LOOKING AT THE ONE YEAR HORIZON, AND
GIVEN THAT IN GENERAL, INTEREST RATES SHOULD RISE SLIGHTLY IN THE FUTURE,
THE COMPANY WILL NEED TO ADJUST ITS BALANCE SHEET TO A MORE POSITIVE
POSITION. THIS CAN BE ACCOMPLISHED IN SEVERAL WAYS, BUT WHAT WILL LIKELY
OCCUR IS A SHORTENING OF MATURITIES ON EARNING ASSETS. GIVEN THE ADDED
FLEXIBILITY RELATED TO SECURITIES CLASSIFIED AS "AVAILABLE FOR SALE" WITH
THE IMPLEMENTATION OF FASB 115, THE COMPANY SHOULD BE ABLE TO MAKE SOME
ADJUSTMENTS THROUGH THE INVESTMENT PORTFOLIO WHILE NOT AFFECTING THE
PERFORMANCE OF ITS LOAN PORTFOLIO. ALSO, THE LENGTHENING OF MATURITIES OF
DEPOSITS COULD OCCUR WITH FAVORABLE LONGER TERM INTEREST RATES FOR THE
COMPANY'S CUSTOMERS. ALL OF THE ABOVE POSSIBILITIES ARE CONTINGENT ON A
THOROUGH REVIEW USING THE COMPANY'S ASSET/LIABILITY MODEL.
-16-
<PAGE> 20
PART II OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS:
Pending litigation in which either the Corporation or The New Iberia Bank is
involved - Attorney, James W. Schwing, Sr.
(1) J. WARREN & ASSOCIATES, INC. VS THE NEW IBERIA NATIONAL BANK, 16TH
JUDICIAL DISTRICT COURT, PARISH OF IBERIA, STATE OF LOUISIANA, SUIT NO. 53603,
filed On September 15, 1983, in the amount of $12,200,000.00.
CURRENT STATUS: Allegations of suit are arbitrary, capricious and
tortious transfer of funds from the Plaintiff's account to their accounts
without authorization. This suit was filed 9/15/83 and an Exception of
Vagueness was filed shortly thereafter and the Petitioner was ordered to amend
its petition, which was done. Then it was discovered that Petitioner's
corporate authority to do business in Louisiana, had been revoked due to
failure to comply with certain requirements. An exception based on this was
filed and heard on 4/24/85. The Court decided in favor of J. WARREN &
ASSOCIATES and the suit was not dismissed. Depositions were taken on July 17,
1985. Requests for production of documents filed by new counsel has been
opposed by the Bank, and the hearing was scheduled but was canceled. Plaintiff
has secured new counsel who has filed a new Request for Production of Documents
which has also been opposed. Hearing was had on the Production of Documents in
this matter on September 17, 1987, and the Bank was ordered to furnish records
of Julius W. Dupree and Dolly's Po-Boys which was done. The Bank has filed an
answer and propounded further interrogatories. An Exception of Prescription
has been filed to the claims of J. W. Dupree, individually and interrogatories
have been propounded, but not answered. The Exception of Prescription was
heard on June 3, 1988, and the claims of J. W. DUPREE were dismissed.
Trial had been fixed on the remaining claims for September 13, 1988,
as a 3rd fixing, but was postponed until November 16, 1988, as a third fixing.
However, Counsel have filed a joint motion to fix this matter as a first
fixing.
Trial commenced on September 12, 1989, and was continued to a later
undetermined date.
A status conference was held September 9, 1993, at which time the
Judge advised counsel for the Plaintiff to file a motion to set the matter for
trial. Trial had been fixed for February 22nd and 23rd, 1994, but was
postponed. A request has been made to fix the Exception of Prescription for
hearing. An Exception of Prescription was filed by legal counsel and a
Judgement was ruled in favor of the Bank on May 18th, 1994 dismissing the
Plaintiff's case with prejudice. The Plaintiff has filed an appeal but failed
to comply with the rules of the court, and the appeal was dismissed on the 14th
day of December 1994. This matter is now final and will not appear on any
litigation letters of the future.
Recovery Prospect: It is the opinion of legal counsel that recovery
by the Plaintiff is remote.
-17-
<PAGE> 21
(2) SAMMY BROUSSARD INTERNATIONAL, INC. VS. CITY BANK, N.A., TEXAS
INDEPENDENT BANK, THE NEW IBERIA BANK, & VISA U.S.A., INC., 16TH Judicial
District Court, Suite Docket No. 75706-A, filed on June 30, 1992, in the amount
of $4,300.00.
CURRENT STATUS: Sammy Broussard International, Inc., instituted legal
proceedings against The New Iberia Bank under the Merchant Credit Card Contract
which the plaintiff had with the Bank. Apparently, a VISA credit card was
fraudulently used to purchase some equipment from Sammy Broussard
International, Inc., and the latter is complaining about the purchase.
Therefore, suit was instituted against The New Iberia Bank, Texas Independent
Bank, City Bank, N.A., and Visa, U.S.A., Inc. Initially, this suit is for
restoration of $4,300.00, but it is the understanding of legal counsel that the
claim will be closer to $30,000.00 eventually. An answer was filed on behalf
of The New Iberia Bank, and no other action has been taken.
RECOVERY PROSPECT: Recovery from The New Iberia bank is extremely
remote.
Pending litigation in which either the Corporation or The New Iberia Bank is
involved - Attorney, Gordon, Arata, McCollam & Duplantis, L.L.P. dated April
15, 1995.
On October 7, 1994, the Corporation filed a Petition for Declaratory
Relief in the Civil District Court for the 16th Judicial District, Iberia
Parish, State of Louisiana, (the "state court proceeding"). Named as a
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. (Pursuant to a Joint Motion and Judgment dated April 13, 1995 and a
Per Curiam Order dated April 19, 1995 in the succession proceedings, which are
unrelated to the state court proceedings, Tony Schwing has been replaced as
executor of the Successions.)
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 that Section 2.3 of the
Corporation's Bylaws was valid and enforceable.
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. In
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, the court ruled that Section 2.3 of the
Corporation's Bylaws was invalid.
-18-
<PAGE> 22
On January 3, 1995, the Corporation filed a Second Amended and
Restated Petition for Declaratory and Injunctive Relief (the "Second Amended
Petition") 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 that 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. On March 29, 1995,
a written order was entered granting in part and denying in part the
Corporation's request for preliminary injunctive relief. On March 21, 1995,
the Corporation mailed for filing a Third Amended and Restated Petition for
Declaratory and Injunctive Relief (the "Third Amended Petition"), which does
not add any new claims to the state court proceeding. On April 12, 1995, the
Corporation filed a Petition for Devolutive Appeal from the March 29, 1995
Preliminary Injunction Order denying in part the Corporation's request for
injunctive relief. On April 12, the Court entered an Order granting the
Corporation a devolutive appeal upon the posting of a bond. The bond was
posted on April 12, 1995.
On March 29, 1995, a hearing was held in the state court proceeding on
cross Motions for Summary Judgment filed by the Corporation and Tony Schwing
relating to the validity and propriety of the proposals submitted to the
shareholders by Tony Schwing through the solicitation of written consents. On
that date, the court orally granted Tony Schwing's Motion for Summary Judgment
and denied the Corporation's Motion for Summary Judgment. A written order has
not yet been entered on the summary judgment motions.
On Friday, January 6, 1995, Tony Schwing filed a 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. (directors of
the Corporation), individually.
On Monday, January 9, 1995 the Court refused to grant a temporary
restraining order in connection with Tony Schwing's 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 a temporary
restraining order or set a hearing on a preliminary injunction, and the court
dismissed Tony Schwing's Complaint for Injunctive Relief. Tony Schwing has
filed a Notice of Appeal of that dismissal. On or about March 29, 1995, Tony
Schwing filed a Motion for Injunction During Pendency of Appeal in the United
States District Court for the Western District of Louisiana, which was denied
by the court pursuant to a Minute Entry dated April 6, 1995.
-19-
<PAGE> 23
ITEM 2 - CHANGES IN SECURITIES
Prior to April 19, 1995, the Articles of Incorporation of the Corporation
authorized it to issue 10,000,000 shares of capital stock, all of which were
designated common stock, having a par value of $10 per share. As of April 17,
1995, there were 49,794 shares of common stock of the Corporation issued and
outstanding. The Corporation's Articles of Incorporation may be amended only
upon the vote of shareholders owning, in the aggregate, two-thirds of the
Corporation's issued and outstanding shares.
At the Corporation's annual meeting on April 17, 1995, the shareholders voted
to amend the Corporation's Articles of Incorporation to eliminate the par value
of the common stock and to effectuate a 40-to-1 stock split (hereinafter, the
"Amendment"). Of the 49,794 shares of common stock of the Corporation issued
and outstanding, holders of 48,787 shares (97.98%) voted in favor of the
amendment, holders of 93 shares (0.19%) voted against the amendment and holders
of 344 shares (0.69%) abstained from voting on the issue. (See also Item 4 -
Submission of Matters to a Vote of Security Holders.)
Articles of Amendment to the Corporation's Articles of Incorporation reflecting
the adoption of the Amendment were filed with the Secretary of State of the
State of Louisiana on April 19, 1995, a copy of which is attached hereto as
part of Exhibit 1. Pursuant to the terms of the Amendment, upon the filing of
Articles of Amendment with the Louisiana Secretary of State's office, each
share of common stock of the Corporation, $10 par value, then issued and
outstanding, automatically was converted into 40 shares of common stock of the
Corporation, no par value per share. The elimination of the par value of the
Corporation's common stock and the 40-to-1 stock split did not affect the
capital or surplus of the Corporation.
-20-
<PAGE> 24
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 17, 1995, the Corporation held its annual meeting of shareholders.
Shareholders voted on the following proposals at the meeting. The Corporation
received no broker non-votes (shares held in the name of brokers which were
present at the meeting but not voted in connection with one or more matters
considered by the shareholders) in connection with the annual meeting.
A. FIX THE NUMBER OF DIRECTORS AT ELEVEN.
The first item considered by the shareholders at the annual meeting was a
proposal submitted by the Board of Directors of the Corporation to set the
number of directors to be elected at eleven (11). Of the 49,224 shares
represented in person or by proxy at the meeting, 49,209 shares (99.97%) voted
in favor of fixing the number of directors to be elected at eleven (11) and 15
shares (0.03%) voted against setting the number of directors at eleven (11),
with no shareholders abstaining from voting on this matter. As more than a
majority of the voting power present at the meeting voted in favor of this
proposal, it was adopted by the shareholders.
B. ELECTION OF DIRECTORS.
At the meeting, the shareholders voted on the election of directors. Jules A.
Schwing, a shareholder and director of the Corporation, nominated six
candidates in opposition to the slate of nominees proposed by the Corporation.
The Articles of Incorporation of the Corporation authorize cumulative voting in
the election of directors. Thus, each shareholder voting for the election of
directors was entitled to multiply the number of votes to which he was 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. Utilizing cumulative voting, the shareholders elected eleven
persons to serve on the Corporation's board of the directors. Directors were
elected by plurality vote.
-21-
<PAGE> 25
The chart below indicates the candidates who were elected to serve on the board
of directors (in descending order based on the number of votes received),
whether they were nominated by the Board or by Jules A. Schwing, and the number
of votes received by each.
<TABLE>
<CAPTION>
NAME OF CANDIDATE NOMINATED BY VOTES RECEIVED
<S> <C> <C>
Ernest Freyou* Board 45,348
James W. Schwing* Board 45,348
Gerald J. Halphen* Board 45,347
Frank C. Minvielle* Board 45,347
Jerry E. Shea* Board 45,347
Edward P. Terrell III* Board 45,347
Jules A. Schwing* Board/Jules A. Schwing 44,800
Edmond A. Lamperez Jules A. Schwing 44,794
James L. Gray Jules A. Schwing 44,794
Charles C. LeMaire Jules A. Schwing 44,794
Eugene A. Patout, Sr. Jules A. Schwing 44,794
</TABLE>
* Served on the Corporation's board of directors immediately prior to
April 17, 1995 and was re-elected by the shareholders at the annual
meeting.
The chart below indicates the candidates who were nominated but not elected to
serve on the board of directors (in descending order based on the number of
votes received), whether they were nominated by the Board or by Jules A.
Schwing and the number of votes received by each.
<TABLE>
<CAPTION>
NAME OF CANDIDATE NOMINATED BY VOTES RECEIVED
<S> <C> <C>
Joseph E. Sorci Jules A. Schwing 44,785
Samuel S. Broussard, Sr. Board 174
J. Preston Duhe Board 174
William D. Quinlan Board 174
J. P. Thibodeaux Board 174
</TABLE>
-22-
<PAGE> 26
C. AMEND ARTICLES OF INCORPORATION.
The shareholders also voted on a proposal to amend 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. The Corporation's Articles of
Incorporation may be amended only upon the affirmative vote of holders of at
least two-thirds of the Corporation's issued and outstanding shares. Of the
49,794 shares of common stock of the Corporation issued and outstanding as of
the date of the annual meeting, holders of 48,787 shares (97.98%) voted in
favor of the amendment, holders of 93 shares (0.19%) voted against the
amendment and holders of 93 shares (0.69%) abstained from voting on the issue.
(See also Item 2 - Changes in Securities.)
D. RATIFY APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
The Corporation's shareholders ratified the appointment by the board of
directors of Arthur Andersen, L.L.P. as Independent Certified Public
Accountants. Of the 49,224 shares present in person or by proxy at the
meeting, 49,114 shares (99.78%) were voted in favor of this proposal, while 45
shares (0.09%) were voted against the proposal and 65 shares (0.13%) abstained
from voting on the matter. Because this proposal was approved by more than a
majority of the shares present or represented by proxy at the annual meeting,
it was adopted by the shareholders of the Corporation.
E. SHAREHOLDER PROPOSAL TO REPEAL CERTAIN AMENDMENTS TO THE
BYLAWS ADOPTED BY THE BOARD OF DIRECTORS.
Jules A. Schwing solicited proxies in support of a proposal to repeal certain
amendments to the Corporation's Bylaws adopted by the Board of Directors. The
amendments Mr. Schwing sought to repeal, among other things, addressed
procedures applicable to the conduct of shareholders' meetings and established
advance notice provisions for the submission of proposals and nominees for
directors in connection with meetings of the shareholders. To be adopted, Mr.
Schwing's proposal required approval of a majority vote of the stock present in
person or represented by proxy at the annual meeting. The Board of Directors
solicited proxies against the proposal. Of the 49,224 shares present at the
annual meeting in person or by proxy, 24,428 (49.63%) shares were voted in
favor of this proposal, 24,732 (50.24%) shares were voted against the proposal
and 15 (0.03%) shares abstained from voting on this matter. Consequently, the
proposal did not pass, and the amendments to the Bylaws sought by Mr. Schwing
to be repealed were not repealed.
-23-
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- - - - - - ------- -----------
<S> <C>
3.(i) Articles of Incorporation of New Iberia National Bancorp, Inc.
3.(ii) By Laws of New Iberia National Bancorp, Inc.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 3.(i)
ARTICLES OF INCORPORATION
OF
NEW IBERIA NATIONAL BANCORP, INC.
The undersigned, for the purpose of forming a corporation under the Business
Corporation Law of Louisiana, does hereby make, sign and acknowledge these
Articles of Incorporation, stating as follows:
ARTICLE I
The name of the corporation is New Iberia National Bancorp, Inc.
REFERENCE: SEE AMENDMENT FOR ARTICLE I DATED APRIL 11, 1988.
ARTICLE II
The purpose of the corporation is to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law of Louisiana.
REFERENCE: SEE AMENDMENT FOR ARTICLE II DATED APRIL 11, 1988.
ARTICLE III
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 a par value of Ten and No/100 ($10.00) dollars per share.
REFERENCE: SEE AMENDMENT FOR ARTICLE III DATED APRIL 17, 1995.
ARTICLE IV
In the election of directors, each shareholder of record shall be entitled to
one vote, either in person or by proxy, for each share of stock standing in his
name on the books of the corporation. Shareholders shall not have cumulative
voting in the election of directors.
REFERENCE: SEE AMENDMENT FOR ARTICLE IV DATED JUNE 27, 1983.
ARTICLE V
Shareholders shall have preemptive rights.
<PAGE> 2
ARTICLE VI
If shareholder action or approval is required by law in connection with the
amendment of these articles or any merger, consolidation, transfer of corporate
assets or dissolution of or involving the corporation, such action or approval
shall be taken or given only upon the affirmative vote of not less than
two-thirds of the number of shares entitled to vote on the particular question.
ARTICLE VII
Whenever the affirmative vote of shareholders is required to authorize or
constitute corporation action, the consent in writing to each action signed
only by shareholders holding that proportion of the total voting power on the
question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.
ARTICLE VIII
The number of directors of the corporation shall be such number, not less than
5 nor greater than 25, as shall be designated in the by-laws, or if not so
designated, as shall be elected from time to time by the shareholders.
Any director absent from a meeting of the Board of Directors or any committee
thereof may be represented by any other director or shareholder, who may cast
the vote of the absent director according to the written instructions, general
or special, of the absent director.
ARTICLE IX
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the corporation to pay
the dividend or redemption price or deliver the certificates for the shares to
such shareholders within such time, shall, at the expiration of such time,
revert in full ownership to the corporation, and the corporation's obligation
to pay such dividend or redemption price or issue such shares, as the case may
be, shall thereupon cease; provided that the Board of Directors may, at any
time, for any reason satisfactory to it, but need not, authorize (a) payment of
the amount of any cash or property dividend or redemption price, or (b)
issuance of any shares, ownership of which has reverted to the corporation
pursuant to this Article IX, to the entity who or which would be entitled
thereto had such reversion not occurred.
-2-
<PAGE> 3
ARTICLE X
The name and post office address of the incorporator is:
Cathy E. Chessin
2350 Pan-American Life Center
601 Poydras Street
New Orleans, Louisiana 70130
WITNESSES:
S/ S/CATHY E. CHESSIN
---------------------------------
S/ Incorporator
IN WITNESS WHEREOF, the incorporator has signed and acknowledged these Articles
of Incorporation on this 4th day of January, 1983.
WITNESSES:
S/ S/CATHY E. CHESSIN
--------------------------------
S/
-3-
<PAGE> 4
ARTICLES OF AMENDMENTS
TO
ARTICLES OF INCORPORATION
OF
NEW IBERIA NATIONAL BANCORP, INC.
ARTICLE I AMENDED APRIL 11, 1988. THE NAME OF THE CORPORATION BE CHANGED FROM
NEW IBERIA NATIONAL BANCORP, INC. TO THE NEW IBERIA BANCORP, INC.
ARTICLE 1
The name of the corporation is The New Iberia Bancorp, Inc.
ARTICLE II AMENDED APRIL 11, 1988. INDEMNIFICATION AND LIMITATION OF LIABILITY
OF DIRECTORS AND OFFICERS; INSURANCE.
ARTICLE II
The officers and directors of this corporation shall be indemnified
and their liability for monetary damages limited to the fullest extent
permitted and/or required by law, more specifically in accordance with
La. R.S. 6:286; 6:291; 6:213 and its in Corporation of R.S. 12:24, or
as they are hereinafter amended or provisions of the law enacted.
In addition, the corporation may insure against liability any person
in his capacity as a director, officer, employee, or agent of the
corporation to the fullest extent allowed by law.
ARTICLE IV AMENDED JUNE 27, 1983.
ARTICLE IV
In the election of directors, each shareholder of record shall have
the right to multiply the number of votes to which he may be entitled
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.
-4-
<PAGE> 5
ARTICLES OF AMENDMENTS
TO
ARTICLES OF INCORPORATION
OF
THE NEW IBERIA BANCORP, INC.
ARTICLE III AMENDED APRIL 17, 1995. DELETED ARTICLE III IN ITS ENTIRETY AND
REPLACED IT WITH A NEW ARTICLE III.
ARTICLE III
(a) This Corporation has authority to issue an aggregate of Ten
Million (10,000,000) share 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.
-5-
<PAGE> 6
THESE ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE NEW IBERIA
BANCORP, INC. WAS FILED WITH THE SECRETARY OF STATE, STATE OF LOUISIANA ON
APRIL 19, 1995, IN THE RECORD OF CHARTERS BOOK 344, AS FOLLOWS:
BE IT KNOWN, that on this 18th day of April 1995,
BEFORE ME, Cathy E. Chessin, a Notary Public, duly commissioned and qualified,
in and for the Parish of Iberia, and in the presence of the witnesses
hereinafter named and undersigned:
PERSONALLY CAME AND APPEARED
Ernest Freyou and Robert Eppley, appearing herein and acting for The New Iberia
Bancorp, Inc. (of which corporation they are, respectively, President and
Secretary), a corporation organized and existing under the laws of the State of
Louisiana, domiciled in the Parish of Iberia, State of Louisiana, organized by
Articles of Incorporation dated January 4, 1983, as amended from time to time
thereafter, who declared that pursuant to resolution of the shareholders of the
corporation, adopted at the annual meeting of shareholders of the corporation
held on April 17, 1995 at 10:00 a.m., at New Iberia, Louisiana, they now appear
for the purpose of executing this act of amendment and putting into authentic
form the amendment so agreed to by the vote of the shareholders of said
corporation.
AND THE SAID APPEARERS further declared that by vote of the shareholders of the
corporation at the Annual Meeting of the Shareholders of the Corporation held
April 17, 1995, it was resolved that the Articles of Incorporation of the
corporation be amended by deleting Article III in its entirety and replacing it
with a new Article III, which provides as follows:
(a) This Corporation has authority to issue an aggregate of Ten
Million (10,000,000) share 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.
AND THE SAID APPEARERS further declared that of the 49,794 issued and
outstanding shares of the corporation, 48,787 shares voted for the said
amendment, 93 shares voted against the said amendment, and 344 shares
abstained; 49,224 shares were represented at the meeting.
AND THE SAID APPEARERS further declared that prior to the effective date of
these Articles of Amendment, each of the 49,794 issued and outstanding shares
of the Corporation has a par value of $10.00 and that upon the effective date
of these Articles of Amendment, each of the 1,991,760 shares of the Corporation
issued and outstanding after the stock split effectuated by the amendment will
have no par value.
AND THE SAID APPEARERS having requested me, Notary, to note said amendment in
authentic form, I do by these presents receive said amendment in the form of
this public act to the end that said amendment may be promulgated and received
and thus be read into the original Articles of Incorporation of The New Iberia
Bancorp, Inc., as hereinabove set forth.
-6-
<PAGE> 7
THUS DONE AND PASSED, in New Iberia, Louisiana, on the day, month and year
first above written, in the presence of the undersigned competent witnesses,
who hereunto sign their names with the said appearers and me, Notary, after a
due reading of the whole.
THE NEW IBERIA BANCORP, INC.
BY: S/ERNEST FREYOU
---------------
PRESIDENT
BY: S/ROBERT EPPLEY
---------------
SECRETARY
S/CATHY E. CHESSIN
NOTARY PUBLIC
-7-
<PAGE> 1
EXHIBIT 3.(ii)
BY LAWS
OF
NEW IBERIA NATIONAL BANCORP, INC.
SECTION 1. OFFICES
1.1 The principal office shall be located at 800 S. Lewis Street, New
Iberia, Louisiana.
1.2 The corporation may have such offices at such other places as the
Board of Directors may from time to time determine or the business of
the Corporation may require.
SECTION 2. SHAREHOLDERS' MEETING
2.1 All meetings of the shareholders shall be held at the principal office
of the corporation or at such other place, within or without the State
of Louisiana, as may be designated by the Board of Directors.
2.2 An annual meeting of the shareholders shall be held on the Second
Monday of March in each year, or if said day be a legal holiday, then
on the next succeeding day not a legal holiday, between the hours of
10:00 a.m. and 3:00 p.m., for the purpose of electing directors and
for the transaction of such other business as may properly be brought
before the meeting; provided, however, that the Board of Directors may
postpone the annual meeting for a period not exceeding 2 months.
REFERENCE: SEE AMENDMENT FOR SECTION 2.2 DATED FEBRUARY 22, 1988
SEE AMENDMENT FOR SECTION 2.2 DATED FEBRUARY 22, 1993
2.3 Special meetings of the shareholders, for any purpose or purposes, may
be called by the President or Chief Executive Officer or by the Board
of Directors. At any time, upon the written request of any
shareholder or shareholders holding in the aggregate two-thirds of the
total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the corporation at
such time as the Secretary may fix, not less than fifteen nor more
than sixty days after the receipt of said request.
REFERENCE: SEE AMENDMENT FOR SECTION 2.3 DATED AUGUST 27, 1994.
SEE AMENDMENT FOR SECTION 2.3 DATED DECEMBER 28, 1994.
2.4 Except as otherwise provided in Section 2.3 hereof, or by law, the
authorized person or persons calling a shareholders' meeting shall
cause written notice of the time, place and purpose of the meeting to
be given to all shareholders entitled to vote at such meeting, at
least ten days and not more than sixty days prior to the day fixed for
the meeting. Notice of the annual meeting need not state the purpose
thereof, unless action is to be taken at the meeting as to which
notice is required by law.
2.5 At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by the
agent of the corporation having charge of transfers of shares, showing
the number and class of shares held by each such shareholder on the
record date for the meeting, shall be produced on the request of any
shareholder.
<PAGE> 2
2.6 Except as otherwise provided by law, the presence, in person or by
proxy, of the holders of a majority of the total voting power shall be
requisite and shall constitute a quorum at all meetings of the
shareholders.
2.7 When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision
of law or the Articles of Incorporation, a different vote is required,
in which case such express provision shall govern and control the
decision of such question.
2.8 At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such shareholder and bearing a
date not more than eleven months prior to said meeting, unless said
instrument provides for a longer period. The aforesaid proxy need not
be a shareholder of the corporation. Each shareholder shall have one
vote for each share of stock having voting power, registered in his
name on the books of the corporation at the time of the said meeting
or on the record date for the determination of shareholders entitled
to vote at the said meeting if the Board of Directors shall have fixed
such a record date.
2.9 Adjournments of any annual or special meeting of shareholders may be
taken without new notice being given unless a new record date is fixed
for the adjourned meeting, but any meeting of which directors are to
be elected shall be adjourned only from day to day until such
directors shall have been elected.
2.10 REFERENCE: SEE AMENDMENT FOR NEW SECTION 2.10 DATED JANUARY 3, 1995.
SEE AMENDMENT FOR SECTION 2.10 DATED FEBRUARY 13, 1995.
2.11 REFERENCE: SEE AMENDMENT FOR NEW SECTION 2.11 DATED JANUARY 3, 1995.
SEE AMENDMENT FOR SECTION 2.11 DATED FEBRUARY 13, 1995.
SECTION 3. DIRECTORS
3.1 The business and affairs of the corporation shall be managed by a
Board of Directors of not less than 5 nor more than 25 natural
persons. The first Board shall consist of eleven (11) directors. The
Board may exercise all such powers of the corporation and do all such
lawful acts and things which are not by law or by the Articles of
Incorporation or by these by-laws directed or required to be done by
the shareholders. The directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that
purpose and shall hold office for a term of one year or until their
successors are chosen and have qualified. A majority of the full
Board of Directors may, at any time, increase the number of directors
to a number which does not exceed 25.
3.2 If the office of a director becomes vacant, the remaining directors,
even though not constituting a quorum, may, by a majority vote, fill
any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors, or from failure of the
shareholders to elect the full number of authorized directors, or from
the retirement of any director) for an unexpired term, provided that
the shareholders shall have the right, at any special meeting called
for the purpose prior to such action by the Board, to fill the
vacancy.
3.3 REFERENCE: SEE AMENDMENT FOR NEW SECTION 3.3 DATED JANUARY 3, 1995.
-2-
<PAGE> 3
SECTION 4. COMPENSATION OF DIRECTORS
4.1 By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance of each meeting of the Board of
Directors and may be paid a regular sum fixed by them for attendance
at such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation
therefor.
SECTION 5. MEETINGS OF THE BOARD
5.1 The meetings of the Board of Directors may be held at such place
within or without the State of Louisiana as a majority of the
Directors may from time to time appoint.
5.2 The first meeting of each newly elected Board shall be held
immediately following the annual shareholders' meeting and at the same
place as the annual meeting, and no notice of such first meeting shall
be necessary to the newly elected directors in order legally to
constitute the meeting.
5.3 Regular meetings of the Board may be held without notice at such time
and place either within or without the State of Louisiana as shall
from time to time be determined by the Board.
5.4 Special meetings of the Board may be called by the President or Chief
Executive Officer on two days' notice given to each director, either
personally or by telephone, mail or by telegram. Special meetings
shall be called by the President or Chief Executive Officer or
Secretary in like manner and on like notice on the written request of
two directors and if the President or Chief Executive Officer or
Secretary fail or refuse, or are unable to call a meeting when
requested by any two directors, then the two directors may call the
meeting on two days' written notice given to each director.
REFERENCE: SEE AMENDMENT TO SECTION 5.4 DATED AUGUST 27, 1984.
SEE AMENDMENT TO SECTION 5.4 DATED JUNE 21, 1994.
5.5 A majority of the Board shall be necessary to constitute a quorum for
the transaction of business, and except as otherwise provided by law,
the acts of a majority of the directors present at a meeting at which
a quorum is present shall be the acts of the Board.
REFERENCE: SEE AMENDMENT TO SECTION 5.5 DATED AUGUST 16, 1993.
5.6 If a quorum is present when the meeting is convened, the directors
present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 5.5 hereof, until
adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum as fixed in Section 5.5 hereof, or the
refusal of any director present to vote.
5.7 Any action which may be taken at a meeting of the Board of any
committee thereof, may be taken by a consent in writing signed by all
of the directors and filed with the records of proceedings of the
Board or committee.
-3-
<PAGE> 4
5.8 Meetings of the Board of Directors may be held by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate with
each other. Participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not
lawfully called or convened.
SECTION 6. NOTICES
6.1 Any written notice required or permitted by law, the Articles of
Incorporation or the Bylaws to be given to any shareholder or director
shall be deemed to have been given to each shareholder or director
when such notice is served upon such shareholder or director or two
business days after such notice is placed in the United States mail,
postage prepaid, addressed to such shareholder or director at his last
known address.
REFERENCE: SEE AMENDMENT TO SECTION 6.1 DATED JANUARY 3, 1995.
6.2 Whenever any notice is required to be given by law or the Articles of
Incorporation, or the by-laws, a waiver thereof in writing signed by
the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
SECTION 7. OFFICERS
7.1 The officers of the corporation shall be chosen by the directors and
shall be a Chairman of the Board or a President who shall be the Chief
Executive Officer, unless some other officer is designated the Chief
Executive Officer, one or more Vice-Presidents, a Secretary and a
Treasurer. Any two offices may be held by one person.
REFERENCE: SEE AMENDMENT TO SECTION 7.1 DATED AUGUST 27, 1984.
7.2 The Board of Directors may appoint such other officers and agents as
it shall deem necessary or appropriate, who shall hold their offices
for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
7.3 The salaries of all officers and agents of the corporation shall be
fixed upon approval of the Board of Directors.
7.4 The officers of the corporation shall hold office at the pleasure of
the Board of Directors.
7.5 The chairman of the Board shall preside at all meetings of the Board
of Directors. In the absence of the Chairman of the Board, the Chief
Executive Officer or other designated officer shall preside at all
such meetings.
REFERENCE; SEE AMENDMENT TO SECTION 7.5 DATED AUGUST 16, 1993.
SEE AMENDMENT TO SECTION 7.5 DATED JANUARY 3, 1995.
SEE AMENDMENT TO SECTION 7.5 DATED FEBRUARY 13, 1995.
7.6 The Chief Executive Officer shall have general and active management
of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
-4-
<PAGE> 5
7.7 A Senior Vice-President shall, in the absence or disability of the
Chief Executive Officer, perform the duties and exercise the powers of
the Chief Executive Officer, and shall perform such other duties as
the Chief Executive Officer or the Board of Directors shall prescribe.
In the absence of the Secretary or Treasurer or any Assistant
Secretary or Assistant Treasurer, the duties of the latter shall
devolve upon such Senior Vice-President.
REFERENCE: SEE AMENDMENT TO SECTION 7.7 DATED AUGUST 27, 1984.
7.8 The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the Board, and shall perform such other duties
as may be prescribed by the Board or Chief Executive Officer, under
whose supervision he shall be. He shall keep in safe custody the seal
of the corporation, and when authorized by the Board, affix the same
to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer.
7.9 The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation.
SECTION 8. STOCK
8.1 The certificates of each class of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they
are issued. Every certificate of stock shall be signed by the Chief
Executive Officer or President or a Vice President and the Treasurer
or the Secretary or Assistant Treasurer or Assistant Secretary, if
any. If any stock certificate is signed by a transfer agent or by a
registrar, other than the corporation itself or an employee of the
corporation, the signature of any such officer may be a facsimile.
REFERENCE: SEE AMENDMENT TO SECTION 8.1 DATED AUGUST 27, 1984.
8.2 The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall be required and/or give the
corporation a bond in such sun as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
-5-
<PAGE> 6
8.3 Upon surrender to the corporation or the transfer agent of the
corporation, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer,
it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
8.4 For the purpose of determining shareholders entitled to notice of and
to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a record date for determination of shareholders for
such purpose, such date to be not more than sixty days and, if fixed
for the purpose of determining shareholders entitled to notice of and
to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholders is to be
taken.
8.5 Except as otherwise provided by law, the corporation, and its
directors, officers and agents, may recognize and treat a person
registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to
have and to exercise all rights and privileges incident to the
ownership of such shares, and rights under this Section shall not be
affected by any actual or constructive notice which the corporation,
or any of its directors, officer or agents, may have to the contrary.
8.6 Except as otherwise provided by law or the Articles of Incorporation,
dividends upon the stock of the corporation may be declared by the
board of Directors at any regular or special meeting. Dividends may
be paid in cash, in property, or in shares of stock.
8.7 The Board of Directors may create and abolish reserves out of earned
surplus for any proper purposes. Earned surplus so reserved shall not
be available for payment of dividends, purchase or redemption of
shares, or transfer to capital surplus or stated capital.
SECTION 9. MISCELLANEOUS
9.1 All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as
the of Board of Directors may from time to time designate.
9.2 The Board of Directors may adopt for and on behalf of the corporation
a fiscal or a calendar year.
9.3 The Board of Directors may adopt a corporate seal, which seal shall
have inscribed thereon the name of the corporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise. Failure to affix the seal shall not,
however, affect the validity of any instrument.
-6-
<PAGE> 7
SECTION 10. INDEMNIFICATION
10.1 The corporation shall indemnity any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (including
any action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another business, foreign or
nonprofit corporation, partnership, joint venture or other enterprise,
against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided that in case of actions by or in the
right of the corporation, the indemnity shall be limited to expenses
(including attorney's fees and amounts paid in settlement not
exceeding, in the judgment of the Board of Directors, the estimated
expense of litigating the action to conclusion) actually and
reasonably incurred in connection with the defense or settlement of
such action and no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been
abjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless and only to the extent that the
court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
10.2 To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense
of any such action, suite or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
10.3 The indemnification hereunder (unless ordered by the court) shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met.
Such determination shall be made, (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs, by
independent legal counsel, or (3) by the shareholders.
10.4 The expenses incurred in defending such an action, suit or proceeding
shall be paid by the corporation in advance of the final disposition
thereof if authorized by the Board of Directors in the manner provided
in Section 10.3 above, upon receipt of an undertaking by or on behalf
o the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized hereunder.
-7-
<PAGE> 8
10.5 The indemnification provided hereunder shall not be deemed excluse of
any other rights to which one indemnified may be entitled, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of his heirs and legal representatives.
10.6 The corporation may procure insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another business, nonprofit or foreign
corporation, partnership, joint venture or other enterprise against
any liability asserted against or incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnity him against such
liability under the Business Corporation Law of Louisiana.
SECTION 11. AMENDMENTS
11.1 These by-laws may be amended or repealed by the Board of Directors at
any regular or special meeting or by the shareholders at any annual or
special meeting, provided notice of the proposed amendment or repeal
be contained in the notice of such annual or special meeting of
shareholders.
I, Jack O. Broussard, certify that: (1) I am the duly constituted
Secretary of the Board of Directors of New Iberia National Bancorp, Inc., and
as such officer am the official custodian of its records; (2) the foregoing
by-laws are the by-laws of said corporation, as adopted by the Board and all of
them are now lawfully in force and effect.
IN WITNESS WHEREOF, I have hereunto affixed my official signature, in
the City of New Iberia, on this 9th day of May, 1983.
S/Jack O. Broussard
Secretary
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<PAGE> 9
AMENDMENTS TO THE BY-LAWS
OF THE NEW IBERIA BANCORP, INC.
SECTION 2.2 AMENDED FEBRUARY 22, 1988
2.2 An Annual Meeting of the Shareholders shall be held on the Second
Monday of April in each year, or if said day be a legal holiday, then
on the next succeeding day not a legal holiday, between the hours of
10:00 a.m. and 3:00 p.m., for the purpose of electing directors and
for the transaction of such other business as may properly be brought
before the meeting; provided however, that the Board of Directors may
postpone the Annual Meeting for a period not exceeding 2 months.
SECTION 2.2 AMENDED FEBRUARY 22, 1993
2.2 An Annual Meeting of the Shareholders shall be held on the third
Monday in April each year, or if said day be a legal holiday, then on
the next succeeding day not a legal holiday, between the hours of
10:00 a.m. and 3:00 p.m., for the purpose of electing directors and
the transaction of such other business as may properly be brought
before the meeting; provided however, that the Board of Directors may
postpone the Annual Meeting for a period not exceeding two (2) months.
SECTION 2.3 AMENDED AUGUST 27, 1984
2.3 Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board or Chief Executive Officer or
by the Board of Directors. Any time, upon written request of any
shareholder or shareholders holding in the aggregate two-thirds of the
total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the corp;oration
at such time as the secretary may fix, not less than fifteen nor more
than sixty days after the receipt of said request.
SECTION 2.3 AMENDED DECEMBER 28, 1994
2.3 Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board or Chief Executive Officer or
by the Board of Directors. At any time, upon written request of any
shareholder or shareholders holding in the aggregate one-fifth of the
total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the corporation at
such time as the Secretary may fix, not less than 15 nor more than 60
days after the receipt of said request, and if the Secretary shall
neglect or refuse to fix such time or to give notice of the meeting,
the shareholder or shareholders making the request may do so.
SECTION 2.10 ADOPTED IN AMENDMENT JANUARY 3, 1995
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 any 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)
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<PAGE> 10
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 2.1. 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 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.
SECTION 2.10 AMENDED FEBRUARY 13, 1995, BY ADDING THE FOLLOWING NEW PARAGRAPH
TO THE END OF SECTION 2.10(B).
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.
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<PAGE> 11
SECTION 2.11 ADOPTED IN AMENDMENT JANUARY 3, 1995
2.11 Meetings of shareholders shall not be required to be conducted in
accordance with the rules of parliamentary procedure.
SECTION 2.11 AMENDED FEBRUARY 13, 1995, BY ADDING THE FOLLOWING NEW SENTENCE TO
THE END OF SECTION 2.11.
2.11 Meetings of shareholders shall be conducted in a fair and impartial
manner.
SECTION 3.3 ADOPTED IN AMENDMENT JANUARY 3, 1995
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 share of stock of the Corporation required to be held by
directors of The New Iberia Bank pursuant to La. Rev. Stat. 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;
(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.
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<PAGE> 12
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.
SECTION 5.4 AMENDED AUGUST 27, 1984.
5.4 Special meetings of the Board may be called by the Chairman of the
Board or Chief Executive Effacer on two days notice given to each
director, either personally or by telephone, mail or telegram.
Special meetings shall be called by the Chairman of the Board or Chief
Executive Officer or Secretary in like manner and or like notice on
the written request of two directors and if the Chairman of the Board
or Chief Executive Officer or Secretary fail or refuse, or are unable
to call a meeting when requested by any two directors, then the two
directors may call the meeting on two days written notice given to
each director.
SECTION 5.4 AMENDED JUNE 21, 1994
5.4 Special meeting of the Board may be called by the Chairman, President
or Chief Executive Officer on 24 hours notice given to each director,
either personally or by telephone, mail, by telegram or facsimile.
Special meetings shall be called by the Chairman, President or Chief
Executive Officer or Secretary in like manner and on like notice on
the written request of four directors and if the Chairman, President
or Chief Executive Officer or Secretary fail or refuse, or are unable
to call a meeting when requested by any four directors, then the four
directors may call the meeting on 24 hours written notice given to
each director.
SECTION 5.5 AMENDED AUGUST 16, 1993.
5.5 A majority of the Board shall be necessary to constitute a quorum for
the transaction of business, and except as otherwise provided by law,
the acts of a majority of the directors present at a meeting at which
a quorum is present shall be the acts of the Board. The Chairman, or
officiating person in the absence of the Chairman, will have the right
to vote for each issue and not just to break a tie.
SECTION 6.1 AMENDED JANUARY 3, 1995, TO DELETE THE PHRASE "TWO BUSINESS DAYS
AFTER" AND TO INSERT IN ITS PLACE THE WORD "WHEN."
6.1 Any written notice required or permitted bylaw, 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.
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<PAGE> 13
SECTION 7.1 AMENDED AUGUST 27, 1984
7.1 The officers of the corporation shall be chosen by the directors and
shall be a Chairman of the Board, a President, who shall be the Chief
Executive Officer unless some other officer is designated the Chief
Executive Officer, one or more Vice-Presidents, a secretary and
treasurer. Any two offices may be held by one person. The President
shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law regulation or
practice, to the office of president or imposed by these laws.
SECTION 7.5 AMENDED AUGUST 16, 1993.
7.5 The chairman of the Board shall preside at all meetings of the Board
of Directors. 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 designated officer, shall preside at
all such meetings.
SECTION 7.5 AMENDED JANUARY 3, 1995, 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.
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, tabulation of proxies and ballots and other matters as seem
to him appropriate for the proper conduct of the meeting.
SECTION 7.5 AMENDED FEBRUARY 13, 1995, TO DELETE THE LAST SENTENCE THEREOF AND
TO INSERT IN ITS PLACE THE FOLLOWING SENTENCE:
7.5 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.
SECTION 7.7 AMENDED AUGUST 27, 1984.
7.7 An Executive Vice President shall in the absence or disability of the
Chief Executive Officer, perform the duties and exercise the powers of
the Chief Executive Officer and shall perform such other duties as the
Chief Executive Officer or the Board of Directors shall prescribe. In
the absence of the Secretary or Treasurer or any Assistant Secretary
or Treasurer, the duties of the later shall devolve upon such
Executive Vice-President.
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<PAGE> 14
SECTION 8.1 AMENDED AUGUST 27, 1984.
8.1 The certificates of each class of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they
are issued. Every certificate shall be signed by the Chairman of the
Board and the Cashier or in their absence by an officer of the
corporation selected by the Chairman of the Board. If any stock
certificate is signed by a transfer agent or by a registrar, other
than the corporation itself or an employee of the corporation, the
signature of any such officer may be a facsimile.
-14-
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