<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE NEW IBERIA BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE NEW IBERIA BANCORP, INC.
800 SOUTH LEWIS STREET
NEW IBERIA, LA 70560
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1996
To the Shareholders:
Notice is hereby given that the Annual Meeting of shareholders of The New
Iberia Bancorp, Inc. will be held at the Main Office of The New Iberia Bank,
800 South Lewis Street, New Iberia, Louisiana, on Monday, April 15, 1996, at 10
o'clock a.m. for the purpose of considering and voting upon the following
matters:
(1) To set the number of Directors to be elected.
(2) To elect Directors.
(3) To ratify the Board of Directors' appointment of an
independent certified public accountant.
(4) To transact such other business as may properly come before
said meeting, or any adjournments or postponements thereof.
Only shareholders of record at the close of business on March 11, 1996 shall be
entitled to vote at the meeting.
ERNEST FREYOU JAMES W. SCHWING, SR.
President Chairman of the Board
Chief Executive Officer
__________
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER, IN
ORDER TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING STAMPED, SELF-
ADDRESSED ENVELOPE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING. YOUR
PROXY MAY BE REVOKED BY APPROPRIATE WRITTEN NOTICE TO THE SECRETARY OF THE NEW
IBERIA BANCORP, INC. AT ANY TIME PRIOR TO THE VOTING THEREOF. IF YOU ATTEND
THE MEETING IN PERSON, YOU MAY, IF YOU WISH, VOTE PERSONALLY ON ALL MATTERS
BROUGHT BEFORE THE MEETING, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY.
<PAGE> 3
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of The New Iberia
Bancorp, Inc. (the Corporation), for use at the Annual Meeting of shareholders
of the Corporation to be held at 10:00 a.m. on Monday, April 15, 1996, at 800
South Lewis Street, New Iberia, Louisiana or any adjournments or postponements
thereof. Proxies are revocable at any time prior to their exercise by written
notice to the Secretary of the Corporation or by submission of a later-dated
proxy. You may revoke your proxy before the meeting or in person at the
meeting by giving written notice of revocation to the Secretary of the
Corporation or by submitting a later-dated proxy.
As to proxies that are duly executed and returned, the shares represented
thereby will be voted in accordance with the specifications made thereon.
Proxies received on which no specification is made will be voted (i) "FOR"
fixing the number of directors at eleven (11); (ii) "FOR" the eleven (11)
nominees proposed by the Corporation (if cumulative voting is exercised at the
meeting, the proxy holder shall vote the shares represented by the proxy
cumulatively for any candidate(s) for whom authority to vote has not been
withheld); and (iii) "FOR" ratifying the Board's appointment of an independent
certified public accountant.
This Proxy Statement and the enclosed form of proxy were sent to shareholders
on or about March 18, 1996, which is the date of the Proxy Statement. The
Corporation and its wholly-owned subsidiary, The New Iberia Bank (the Bank),
have their principal executive offices at 800 South Lewis Street, New Iberia,
Louisiana, 70560; telephone (318) 365-6761.
As of the date of this Proxy Statement, the number of shares of common stock
outstanding and entitled to vote at the Annual Shareholders Meeting to be held
on April 15, 1996, is two million (2,000,000). Only persons who are
shareholders of record at the close of business on March 11, 1996, are entitled
to vote. Each such shareholder shall be entitled to one vote for each share of
stock held by him on all matters to come before the meeting except as described
below with respect to cumulative voting in the election of directors. The
presence in person or by proxy of the holders of a majority of the outstanding
shares of common stock of the Corporation that are entitled to vote at the
meeting is necessary to constitute a quorum at the meeting or any adjournments
or postponements thereof.
If a quorum is present, directors will be elected by plurality vote (i.e.,
assuming the number of directors is fixed at 11, the 11 nominees receiving the
greatest number of votes will be elected) and all other matters will be decided
by a majority vote of the voting power present. A shareholder's abstention or
refusal to vote on a particular matter will not affect the presence of a quorum
or reduce the voting power present. (In effect, therefore, an abstention is
counted as a vote against a matter.) A non-vote (including broker non-votes)
will have no effect on the items to be addressed at the meeting.
In the election of directors, shareholders have cumulative voting rights.
Cumulative voting shall not be required unless at least one shareholder gives
notice at the meeting prior to the voting of his intention to cumulate votes.
If cumulative voting is requested, then each shareholder voting for the
election of directors has the right to multiply the number of votes to which he
is entitled (on a one vote per share basis) by the number of directors to be
elected, and to cast all such votes for one candidate or to distribute them
among any two or more candidates (provided that votes cannot be cast for more
than 11 candidates or such other number as may be fixed as the number of
directors to be elected). (For example, a shareholder owning 100 shares will
be entitled to cast 1100 votes, assuming the number of directors is fixed at
11, and to cast all 1100 votes for one candidate or to distribute them among
any two or more candidates up to 11.) In the event that cumulative voting is
required, the persons authorized to vote shares shall have the authority and
discretion to vote such shares cumulatively for any candidate or candidates for
whom authority to vote has not been withheld. As noted above, directors will
be elected by plurality vote (i.e., assuming the number of directors is fixed
at 11, the 11 nominees receiving the greatest number of votes will be elected).
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<PAGE> 4
PRINCIPAL SHAREHOLDERS AND SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 11, 1996, information concerning the
beneficial ownership of voting stock of the Corporation by persons who are
known to the Corporation to own beneficially more than 5% of the Corporation's
voting common stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Honorable Robert M. Fleming 604,880 (1) 30.24%
Provisional Executor of the Estate of Jules B.
Schwing and the Estate of Marie Louise Landry
Schwing
P. O. Box 1150
Franklin, LA 70538-1150
Jules A. ("Tony") Schwing (2) 26,000 direct 6.34%
106 Bayou Drive 100,813.3 beneficial (representing
New Iberia, LA 70560 Mr. Schwing's interest in
the stock held in the
successions listed above)
Edmond L. Schwing (2) 27,200 direct 6.4%
5306 Shoreline Drive 100,813.3 beneficial (representing
New Iberia, LA 70560 Mr. Schwing's interest in
the stock held in the
successions listed above)
John E. Schwing, III (2) 26,400 direct 6.36%
223 Woodland Circle 100,813.3 beneficial (representing
New Iberia, LA 70560 Mr. Schwing's interest in
the stock held in the
successions listed above)
Marie Louise Schwing (2) 27,200 direct 11.44%
625 E. Main Street 201,626.7 beneficial (representing
New Iberia, LA 70560 Ms. Schwing's interest and
that of her brother Charles
E. Schwing, for whom she
serves as curatrix, in the
stock held in the
successions listed above)
Susan Marie Schwing (3) 35,720 direct 6.83%
306 Brentwood Blvd. 100,813.3 beneficial (representing
Lafayette, LA 70503-3916 Ms. Schwing's interest in
the stock held in the
successions listed above)
</TABLE>
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<PAGE> 5
- ---------------------------
(1) The Estates of Jules B. Schwing and Marie Louise Landry Schwing,
Provisional Executor Honorable Robert M. Fleming, beneficially own
604,880 shares or 30.24% of the outstanding common stock of the
Corporation. Jules B. Schwing died on April 14, 1991, and Jules A.
("Tony") Schwing was appointed and confirmed as Executor for the
Succession of Jules B. Schwing on April 23, 1991. Marie Louise Landry
Schwing died on June 17, 1985, and Jules A. ("Tony") Schwing was
appointed and confirmed as Executor for the Succession of Marie Louise
Landry Schwing on September 28, 1993. Robert M. Fleming was appointed
Provisional Executor of the Estates of Jules B. Schwing and Marie
Louise Landry Schwing on or about April 13, 1995 and Letters of
Provisional Administration were issued to him on or about April 21,
1995. Each of the heirs with interests in the stock (being Jules A.
("Tony") Schwing, Edmond Schwing, John Schwing, Marie Schwing,
individually and as curatrix for Charles Schwing, and Susan Schwing)
claim under a Joint Motion and Judgment dated April 13, 1995, entered
in the succession proceedings, the right to direct the Executor as to
the voting of one-sixth, or approximately 100,813 shares each (and, as
to Marie Schwing, two-sixths) of the stock in the successions. It is
unknown at this time whether a change in control will occur when the
shares owned by the Estates are distributed. The Estates and Jules A.
("Tony") Schwing and his siblings as a group own 747,400 shares
(37.37%) of the Corporation's outstanding common stock. The siblings
of the deceased Jules B. Schwing (the children of J. E. Schwing other
than the deceased Jules B. Schwing) collectively own 166,480 shares
(8.32%) of the Corporation's outstanding common stock. The
aforementioned shareholders own, in the aggregate, 913,880 shares of
stock making them, as a group, 45.69% beneficial owners. The
individual members of the Schwing family disclaim any beneficial
ownership in the shares owned by the other members of the Schwing
family.
(2) Information taken from Schedule 13D/A (Amendment No. 3) dated May 12,
1995 and filed by the following persons with the SEC: Jules A.
Schwing, Estate of Jules B. Schwing, Estate of Marie Louise Landry
Schwing, Robert M. Fleming, as Provisional Executor of the Estate of
Jules B. Schwing and of the Estate of Marie Louise Landry Schwing,
Edmond L. Schwing, John E. Schwing, III, Marie Louise Schwing, Edmond
A. Lamperez, M.D., James L. Gray, Charles C. LeMaire and Eugene A.
Patout. Although these persons denied the existence of a group and
disclaimed beneficial ownership of the stock held by the others
(except as to the interests of Jules A., Edmond L., John E. and Marie
Louise Schwing in the shares held by the Estates), the Schedule 13D/A
reports that collectively those persons beneficially owned in the
aggregate 734,080 shares representing approximately 36.7% of the
outstanding common stock of the Corporation. The Schedule 13D/A
filing by this group suggests that the group may take actions that
might result in a change in control of the Corporation.
(3) Information taken from Schedule 13D filed by Susan Schwing with the
SEC on May 18, 1995.
The 11 members of the Board of Directors of the Corporation and the 6 executive
officers of the Corporation who are not Directors, as a group, own 202,483.3
shares of stock (including the shares in the Schwing successions with respect
to which Jules A. ("Tony") Schwing claims beneficial ownership), making the
group of such officers and directors a 10.12% beneficial owner. See "Election
of Directors" for the stock ownership of directors.
NEGOTIATIONS WITH WHITNEY HOLDING CORPORATION
On January 23, 1996, the board of directors voted to commence negotiation of a
definitive agreement for the acquisition of the Corporation by Whitney Holding
Corporation ("Whitney") for a price of $54 million (plus net income from the
end of the third quarter 1995 through the date of a definitive agreement), the
consideration to be
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<PAGE> 6
payable in Whitney common stock having a value of approximately $27 per share
of Corporation stock. As of March 7, 1996, the companies were in the process
of negotiating such an agreement. Such a definitive agreement, if negotiated,
would require the approval of the boards of directors of Whitney and the
Corporation. Consummation of the acquisition (if a definitive agreement is
executed) would require regulatory approval and approval of the shareholders of
the Corporation, among other things. It is not expected that, if a definitive
agreement is reached, the merger would take place before the third or fourth
quarter of 1996. The merger, if it occurs, would result in the Corporation's
being merged into Whitney and the shareholders of the Corporation becoming
shareholders of Whitney. This would result in a change in control of the
Corporation. The merger is intended to be accounted for as a
pooling-of-interests. As the arrangement with Whitney is not at the point
where a merger agreement can be presented to you for your vote, you are not
voting on an acquisition by Whitney at the annual meeting.
ELECTION OF DIRECTORS
The Board of Directors will present a resolution to the meeting establishing
the number of Directors at 11. The persons named below, who were approved by
the Board of Directors, have been nominated for election to serve until the
1997 annual meeting or until their successors are chosen and have qualified.
In the event that one or more of the nominees listed below is not available for
election at the time of the meeting, either the number of directors to be
elected will be correspondingly reduced or, if the Board of Directors nominates
a replacement candidate or candidates, the persons named in the accompanying
proxy may, in their discretion, vote for such candidate or candidates. The
information furnished concerning the nominees has been obtained from them,
except for information known to the Corporation. The Board of Directors
contemplates that the persons named in the proxy will vote for the resolution
fixing the number of Directors at 11 and, if cumulative voting is requested,
will vote proxies received by them for one or more of the candidates listed
below in such a manner in accordance with cumulative voting as will ensure the
election of as many of the nominees listed below as possible and, in such
event, the specific nominees to be voted for will be determined by the proxy
holders.
<TABLE>
<CAPTION>
NAME, AGE AND FIRST BECAME SHARES OF STOCK
PRINCIPAL OCCUPATION A DIRECTOR OF BENEFICIALLY OWNED* PERCENT
(LAST 5 YEARS) BANK OR CORP. (AS OF 3/11/96) OF CLASS
<S> <C> <C> <C> <C>
Ernest Freyou 57 7-01-88 5,620 (1) .28%
President and CEO
The New Iberia Bancorp, Inc.
The New Iberia Bank
P.O. Box 11240
New Iberia, LA 70562-1240
Gerald H. Halphen, M.D. 64 4-12-82 4,000 .20%
Pediatrician
125 Hilltop Circle
New Iberia, LA 70560
Frank C. Minvielle 57 11-04-91 5,090 (2) .25%
Sales - Cameco, Inc.
President - Cajun Sugar
Co-operative
2714 1/2 West Main Street
Jeanerette, LA 70544
Farming & Sugar Industry Equipment
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
NAME, AGE AND FIRST BECAME SHARES OF STOCK
PRINCIPAL OCCUPATION A DIRECTOR OF BENEFICIALLY OWNED* PERCENT
(LAST 5 YEARS) BANK OR CORP. (AS OF 3/11/96) OF CLASS
<S> <C> <C> <C> <C>
James W. Schwing, Sr. 62 7-26-71 29,120 (3) 1.04%
Chairman of the Board
The New Iberia Bancorp, Inc.
The New Iberia Bank
P.O. Box 13340
New Iberia, LA 70562-3340
Attorney
Jules A. Schwing 55 4-27-92 126,813.3 (4) 6.34%
President
Schwing Insurance Agency, Inc.
P.O. Box 10069
New Iberia, LA 70562-0069
Insurance Agent
Jerry E. Shea, Sr. 70 7-26-71 4,200 .21%
Chairman
Bayou Welding Works, Inc.
P.O. Box 11010
New Iberia, LA 70562-1010
Edward P. Terrell, III 60 11-04-91 4,000 .20%
Executive Vice President
McIlhenny Company
425 E. Main Street
New Iberia, LA 70560
Eugene A. Patout, Sr. 70 4-17-95 6,000 .30%
Owner & President
Patout-Greenwood Insurance
Agency, Inc.
717 Charles St.
New Iberia, LA 70560
Insurance Agent
Charles C. LeMaire 67 4-17-95 4,000 .20%
Retired
402 Wildwood
New Iberia, LA 70560
Dr. Edmond A. Lamperez 63 4-17-95 6,000 (5) .30%
Urologist
The Urology Clinic
602 N. Lewis Street, Suite 400
New Iberia, LA 70560
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE AND FIRST BECAME SHARES OF STOCK
PRINCIPAL OCCUPATION A DIRECTOR OF BENEFICIALLY OWNED* PERCENT
(LAST 5 YEARS) BANK OR CORP. (AS OF 3/11/96) OF CLASS
<S> <C> <C> <C> <C>
James L. Gray 68 4-17-95 6,400 (6) .32%
President
James L. Gray, Inc.
P.O. Box 13038
New Iberia, LA 70562-3038
Property Rentals
</TABLE>
- ----------------------
*Unless otherwise noted, each individual has sole voting and investment power
of the shares reported.
(1) Includes one hundred (100) shares owned jointly by Mr. Freyou and his
wife.
(2) Includes one thousand ninety (1,090) shares owned by Mr. Minvielle in
street name.
(3) Prior to being elected Chairman of the Board on May 28, 1991, Mr.
James W. Schwing, Sr. was a director for 20 years and an attorney, a
profession in which he is currently engaged. The stock listed above
includes 8,240 shares in Mr. Schwing's retirement plan.
(4) Includes one-sixth (100,813.3) of the shares held by the Estates of
Jules B. Schwing and Marie Louise Landry Schwing, of which Robert M.
Fleming is Provisional Executor, which own 604,880 shares of stock.
See "Principal Shareholders and Securities Ownership of Management."
(5) This does not include 40 shares owned by Dr. Lamperez's daughter or 40
shares owned by his son of which Dr. Lamperez disclaims beneficial
ownership.
(6) Includes 2,400 shares held of record by Protestant Cemetery
Association of New Iberia, of which Mr. Gray serves as President.
All of the Directors of the Corporation are also Directors of the Bank. In
addition, the following are also directors of the Bank (the occupation and
number of shares of stock of the Corporation and percent of total number of
shares of outstanding common stock owned by each is also listed below):
Edwin S. ("Happy") Broussard, III (Farm Bureau Insurance Agency
Manager; 11,930 shares [.60%], including 915 shares held as custodian
for Dustin Broussard, 915 shares held as custodian for Shawn M.
Broussard and 3,211 shares owned by Edwin S. Broussard SEP Retirement
Fund);
Samuel S. Broussard, Jr. (Co-owner and CEO of Sam Broussard Trucking
Co., Sammy Broussard International, Sammy Broussard Lawn & Tractor
Center, S&S Leasing & Rental Co., The Cattlemen's Ranch Supply Inc.
and La Belle Cheniere Ranch; 6,200 shares [.31%], including 2,000
shares held in street name);
J. Preston Duhe (Retired Farmer; 10,320 shares [.52%]);
Edwin S. Patout (Attorney; 6,000 shares [.30%]);
-7-
<PAGE> 9
William D. Quinlan (Insurance Agent, Owner of Insurance Center of New
Iberia/Lafayette, Insurance Center of Baton Rouge, Insurance Center,
Inc.; 7,400 shares [.37%], including 1,000 shares held in street
name); and
J. P. Thibodeaux (Chairman of the Board of J. P. Thibodeaux Inc.;
4,520 shares [.27%]).
All of the Directors have been engaged in the occupations listed above for at
least the past five years.
During 1995, the Board of Directors of the Corporation held 18 meetings. Each
of the eleven Directors attended more than 75% of the meetings of the Board of
Directors. There are no standing committees of the Board of Directors of the
Corporation.
The Board has adopted by amendment to the Bylaws procedures pursuant to which
shareholders may make nominations for directors. Nominations must be received
by the Corporation in writing 65 days before the Annual Meeting and may only be
made by shareholder(s) holding in the aggregate 0.2% of the stock of the
Corporation. Certain specified information must be submitted with the
nomination, and the nominee(s) must own, at the time of the nomination,
qualifying shares as required for bank directors under Louisiana banking law.
The nomination notice must contain a signed representation to timely provide
all information requested by the Corporation as a part of its disclosures with
regard to the solicitation of proxies for the election of directors. It must
also contain the following information to the extent known to the nominating
shareholders: (i) the name and address of each nominee; (ii) each nominee's
principal occupation; (iii) the number of shares of stock of the Corporation
owned by each nominee; (iv) the name and address of and the number of shares of
stock of the Corporation owned by the shareholder(s) making the nomination; (v)
the number of shares of stock of any other financial institution owned by each
nominee or by the shareholder(s) making the nomination, the identity of any
such other financial institution and whether each nominee is on the board of
directors of any other financial institution; (vi) whether each 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 (vii) whether each nominee is or has ever been
prohibited by any state or federal regulatory agency from serving on the board
of any financial institution. The nomination must be signed by the
shareholder(s) making the nomination and by each nominee. It must be
accompanied by a written consent by each nominee to be named as a nominee.
The current board of the Corporation's subsidiary, The New Iberia Bank, is
composed of the board of the Corporation and six additional persons as listed
above. If the current directors are reelected to the board of the Corporation,
it is anticipated that they will reelect the current board of the Bank as well.
EXECUTIVE OFFICERS
The Executive Officers of the Corporation are: James W. Schwing, Sr., Chairman
of the Board (age 62); Ernest Freyou, President and CEO (age 57); Leonard J.
Freyou (age 69) (owns 1,040 shares), Senior Vice President and Cashier; Robert
Eppley (age 49) (owns 200 shares), Executive Vice President and Secretary. In
addition to the executive officers listed above, the following are executive
officers of the Bank: Mr. Jerome Weber (age 41), Senior Vice President, in
charge of lending; Mr. Lon Dupre (age 36), Vice President and CFO; Mrs. Anne
Dugas (age 36), Vice President, Branch Operations; Mr. Benny Menard (age 41),
Vice President, Loan Administration and Compliance. Mr. James W. Schwing, Sr.
has served as Chairman of the Board since May 28, 1991. Mrs. Dugas and Mr.
Menard have served in their current offices since November 15, 1993 and October
26, 1992, respectively. Each of the other officers has served in his or her
current position for more than five years. Prior to serving as Vice President,
Branch Operations, Mrs. Dugas served as Human Resources and Marketing Manager.
Prior to serving as Vice President, Loan Administration and Compliance, Mr.
Menard served as a Loan Officer. The Executive Officers hold their offices for
such terms as are determined from time to time by the Board, except
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<PAGE> 10
that Mr. Ernest Freyou, Mr. Dupre, Mr. Eppley, Mr. Weber, Mrs. Dugas and Mr.
Menard each have an employment contract with the Corporation and the Bank
providing for a term of office through August 1997. (Mr. Freyou's contract,
entered into in August 1994, was initially for a three-year term; Mr. Weber's
contract, entered into in August 1995, was initially for a two-year term; the
other contracts, also entered into in August 1995, were each for one-year terms
and were extended by the board in December 1995 for additional one-year
periods.)
Family relationships between Directors and Officers are: Leonard J. Freyou and
Ernest Freyou are first cousins. James W. Schwing, Sr. is the uncle of Jules
A. (Tony) Schwing and Edwin S. Broussard, III, a Bank director. James W.
Schwing, Sr. and Eugene A. Patout, Sr. are cousins. In addition, Tony Schwing
and Edmond Lamperez are cousins, and Tony Schwing and Edwin S. Broussard, III,
a Bank director, are also cousins. Eugene A. Patout, Sr. is the uncle of Edwin
S. Patout, a Bank director.
COMMITTEES OF THE BANK
The Board of Directors of the Bank does not have a standing nominating
committee. Nominations for director positions are made by the Board.
Executive compensation and bonuses (except with respect to the President and
CEO, Ernest Freyou) are recommended by the Management Committee of the Bank's
Board of Directors, subject to approval by the full Board, on a discretionary
basis. Mr. Freyou's compensation and bonus are set by the Bank's Board of
Directors without his participation. During 1995, the Board of Directors of
the Bank and its Director Committees held meetings and received attendance fees
as follows:
<TABLE>
<CAPTION>
NUMBER OF MEETINGS FEES PER MEETING
BOARD OR COMMITTEE HELD IN 1995 PER MEMBER
<S> <C> <C>
Board of Directors 23 $300
Asset & Liability Committee 1 $ 75
Loan Committee 46 $ 75 (Jan.-1st Mtg. in Apr.)
$150 (2nd Mtg. in Apr.-Dec.)
Management Committee 13 $ 75 (Jan.-Mar.)
$100 (May)
$150 (Aug.-Nov.)
Trust Audit Committee 1 $150
Trust Investment Committee 3 $150
Building Committee 0 N/A
Director's Audit Committee 1 $100
CRA Committee 1 $150
</TABLE>
Each Director receives a $300.00 per month stipend over and above the fees
received per meeting attended.
The Bank's Management Committee is comprised of nine Directors (James W.
Schwing, Sr., Ernest Freyou, Frank C. Minvielle, Jerry E. Shea, Sr., J.P.
Thibodeaux, Edward P. Terrell, III, William D. Quinlan, Edwin
-9-
<PAGE> 11
Patout and James L. Gray) who, among other things, establish and administer
compensation policies, determine compensation and recommend annual bonuses for
the Bank's employees, including executive officers.
The Bank's Trust Audit Committee is comprised of six Directors (Dr. Gerald
Halphen, M.D., Samuel S. Broussard, Jr., J. Preston Duhe, Eugene Patout, Dr.
Edmond Lamperez and James L. Gray) who annually oversee an audit of the Trust
Department that conforms to the Federal Deposit Insurance Corporation's
"Minimum Standards of Trust Department Audit".
The Bank's Audit Committee is comprised of five Directors (Samuel S. Broussard,
Jr., Edward P. Terrell, III, Edwin Broussard, III, William Quinlan, J. Preston
Duhe, and the Internal Auditor) who annually review the audit of the Bank
performed by the Internal Auditor.
During 1995, the Board of Directors of the Bank held 23 regularly scheduled and
special meetings. Each of the Directors of the Bank attended 75% or more of
the aggregate meetings of the Board and the Committees on which they serve.
REMUNERATION OF DIRECTORS AND OFFICERS
The New Iberia Bancorp, Inc., presently does not compensate its Directors or
Executive Officers. The following table sets forth the compensation for
services in all capacities paid by its subsidiary, The New Iberia Bank, to the
Chief Executive Officer of the Bank for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL
PRINCIPAL OTHER ANNUAL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) COMPENSATION
<S> <C> <C> <C> <C> <C>
1995 $95,000 $30,000 $16,150 $13,125 (2)
Ernest Freyou 1994 $95,000 $20,000 $11,400 $12,875 (3)
President & CEO 1993 $90,000 $20,000 $ 9,600 $12,750 (4)
</TABLE>
____________________
(1) Represents director's fees earned by Mr. Freyou for each year.
(2) This figure represents (i) premiums in the amount of $10,000 paid on a
life insurance policy for Mr. Freyou required by the deferred
compensation plan (described below) and (ii) $3,125, which represents
a matching contribution to The New Iberia Bank Profit Sharing Plan
with 401(k) Provision (the "Plan") made by the Bank on behalf of Mr.
Freyou. The Plan provides that the Bank may make a matching
contribution to the Plan on behalf of all participants in an amount to
be determined each year, which amount shall not exceed 2-1/2% of the
participant's annual compensation (salary plus bonus). In each of
1995, 1994 and 1993, the Bank made matching contributions for each
participant at 2-1/2% of the participant's annual compensation.
Aggregate premiums paid in 1995 and attributable to life insurance
maintained for the three Executive Officers other than Mr. Freyou
covered by the deferred compensation plan was $10,146.03.
(3) This figure represents (i) premiums in the amount of $10,000 paid on a
life insurance policy for Mr. Freyou under the deferred compensation
plan and (ii) $2,875 in matching contributions to the 401(k) Plan made
by the Bank on Mr. Freyou's behalf.
-10-
<PAGE> 12
(4) This figure represents (i) premiums in the amount of $10,000 paid on a
life insurance policy for Mr. Freyou under the deferred compensation
plan and (ii) $2,750 in matching contributions to the 401(k) Plan made
by the Bank on Mr. Freyou's behalf.
On August 16, 1994, the Corporation entered into a three-year employment
contract with its Chief Executive Officer and President, Ernest Freyou. The
contract provides that it may be terminated at the end of its initial term by
90 days' written notice and that if it is not terminated, it will renew for
successive one-year periods unless terminated by notice at least 60 days but
not earlier than 90 days prior to its expiration. The contract may be
terminated by the Corporation prior to the completion of its term for (i)
illness or disability of Mr. Freyou over certain specified periods, (ii)
commission by Mr. Freyou of certain violations of law or (iii) material breach
of the contract. The contract further provides for a payment to Mr. Freyou
equal to three times his then current salary under certain circumstances in the
event of the termination of the contract as a result of a disposition of all
the properties and business of the Corporation by merger, consolidation, sale
of assets or otherwise. The Board believes that this amount would not be
material to a potential acquiror. The contract is deemed terminated as
described above if the Corporation does not assign the contract to the
acquiring or surviving entity in the merger, consolidation or sale or if the
surviving entity does not assume in writing all of the obligations of the
Corporation under the contract or if Mr. Freyou does not approve the assignment
of the contract. The Board of Directors believes that this employment contract
is in the best interest of the Corporation and the Bank because it ensures that
Mr. Freyou will be committed to the Corporation and the Bank over the next
several years. The Board believes that Mr. Freyou has been instrumental to the
Bank's success, and the Board believes that his continuing commitment and
loyalty to the Bank over the next few years is important.
MANAGEMENT COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Management Committee of the Board of Directors of the Bank establishes and
administers compensation policies and recommends to the Board compensation and
annual incentive bonuses for all of the Bank's employees, including executive
officers (except the President and CEO, Ernest Freyou). The President's
compensation and bonus each year are determined directly by the Board of
Directors, without a Management Committee recommendation and without
participation by Mr. Freyou. Bank directors James W. Schwing, Sr., Ernest
Freyou, Frank C. Minvielle, Jerry E. Shea, Sr., J.P. Thibodeaux, Edward P.
Terrell, III, William D. Quinlan, Edwin Patout and James L. Gray served on the
Management Committee during fiscal year 1995. James W. Schwing, Sr. served as
the Chairman of the Board of the Corporation and the Bank during that time and
Ernest Freyou served as President and CEO of the Corporation and the Bank
during that time. Also during 1995, Mr. Schwing received fees totalling
$70,000.00 for acting as legal counsel to the Bank.
BANK MANAGEMENT COMMITTEE AND BOARD
REPORT ON EXECUTIVE COMPENSATION
Key Principles. The Corporation does not compensate its executive officers.
Compensation for executive officers and employees of the Bank, the
Corporation's wholly-owned subsidiary, is determined by recommendation by the
Management Committee of the Bank's Board of Directors, subject to approval by
the Board of Directors (except that the compensation of President and CEO,
Ernest Freyou, is set directly by the Board). The Management Committee is also
responsible for establishing and administering the compensation policies
applicable to the Bank's senior management and other employees. The Bank's
compensation program consists of three elements: (i) salary at a competitive
level to attract and retain high caliber employees, (ii) an incentive bonus
tied to company and individual performance and (iii) benefit programs to
enhance employee loyalty and morale.
-11-
<PAGE> 13
Base Salary. The Management Committee of the Board of Directors of the Bank
(or the Board, as to the President and CEO) annually reviews the compensation
paid to the executive officers of the Bank. Before making compensation
decisions or recommendations with respect to executive officers, the Committee
or the Board, as appropriate, reviews various published surveys of compensation
paid to employees performing similar duties for depository institutions and
their holding companies, with a particular focus on the level of compensation
paid by comparable institutions approximately the size of the Bank in and
around the Bank's market area (that is, institutions with total assets between
$250 million and $500 million). The Management Committee (or the Board) also
assesses individual performance in determining base salaries of executive
officers. Although compensation levels for executive officers are not
specifically based on whether particular financial goals have been achieved by
the Bank, the Committee or Board, as appropriate, does consider the overall
profitability of the Bank when making these decisions.
Now that the Corporation is publicly traded, the Committee (or the Board), has
begun to consider the annual compensation paid to executive officers of
publicly traded financial institutions with assets between $250 million and
$500 million throughout the country as well as those in the State of Louisiana
and in surrounding states. In addition, the Management Committee (or the
Board) will continue to consider individual job performance in making salary
decisions with respect to compensation to be paid to the Bank's executive
officers.
Incentive Bonus Plan. The Bank maintains a discretionary cash incentive bonus
plan for the benefit of all employees, including senior management. Under the
employee incentive plan, a cash bonus may be paid once annually to all
employees. Bonuses are declared by the Board of Directors, upon the
recommendation of the Management Committee (except that the Management
Committee does not make a recommendation as to the President and CEO, Ernest
Freyou), provided that goals and objectives for the then current year have been
substantially achieved. Bonuses are calculated as a percentage of the
employee's annual salary. The goals and objectives are determined each year by
the Board of Directors as part of its planning process. The goals and
objectives for 1995 included, among others (i) achieving a return on assets
equal to or better than 1.30%, (ii) increasing total assets to $250 million,
(iii) maintaining adequate capital levels, (iv) paying dividends of $400,000,
(v) introducing new products, (vi) improving sales and service programs, (vii)
upgrading technology and (viii) implementing a program to make the stock of the
Corporation more liquid.
Awards under this plan for all employees (including all executive officers) in
the aggregate for the 1995, 1994, and 1993 fiscal years were $337,000,
$251,000, and $220,000, respectively.
401(k) Plan. The Bank offers a 401(k) savings and profit sharing plan to all
of its employees, including executive officers. The terms and conditions of
participation in the 401(k) Plan are the same for all employees of the Bank.
Employees are eligible to participate if they are at least 20-1/2 years of age,
have one year of service with the Bank and have worked at least 1,000 hours
during the year in question. An employee may elect to defer between 1% and 15%
of his or her annual salary to the 401(k) Plan. Under the terms of the 401(k)
Plan, the Bank, on an annual basis, may make a matching contribution equal to
each employee's contributions up to 2-1/2% of the employee's annual salary. In
each of the last three years, the Bank has made such matching contributions.
Total contributions made by the Bank for fiscal years 1995, 1994, and 1993 were
$49,000, $41,000, and $33,000, respectively.
Deferred Compensation Plan. The Bank has a deferred compensation plan covering
the President and CEO and three other executive officers. Under the plan the
covered officers are entitled to fixed benefits payable monthly over a ten-year
period upon retirement at certain ages. The plan also provides for a death
benefit of $100,000. The amounts the covered officers (other than the
President and CEO) are entitled to receive if they continue employment with the
Bank until at least age 62 are calculated based upon an assumed cost of $3,000
per year for a ten-year period with an assumed interest rate of 4% per annum.
The plan is funded with life insurance policies, the premiums for which are
paid by the Bank.
-12-
<PAGE> 14
President and CEO Compensation. The determination of salary, bonus and other
benefits paid to the President and Chief Executive Officer generally depends
upon the Bank Board's analysis of the policies set forth above regarding
executive officers of the Corporation. Although Ernest Freyou is a director,
he does not participate in making a recommendation with respect to or approving
his own compensation. The President and CEO received no salary increase in
1995. Effective January 1, 1996, the President and CEO received an increase in
his base salary from $95,000 to $140,000 due to his increased duties as a chief
executive officer of a publicly traded company and because the Board's review
of compensation paid to similarly situated employees at comparable financial
institutions revealed the salary of the President and CEO was substantially
less than that of his peers.
The President and CEO received bonuses pursuant to the discretionary bonus
plan for the fiscal years 1995, 1994, and 1993 of $30,000, $20,000 and $20,000,
respectively. These bonuses were determined based on the considerations as
described above for assessment of bonuses.
Under the deferred compensation plan referred to above, the President and CEO
is entitled to payment of $1,440 per month for ten years upon termination of
employment if he continues employment with the Bank until he reaches age 63,
and $1,261 per month for ten years if he continues employment with the Bank
until he reaches age 65.
Conclusion. The Management Committee and the Bank Board believe that the
quality and motivation of the Bank's employees, including its executive
officers, make a significant difference in the Bank's (and, in turn, the
Corporation's) long-term performance and growth. The Management Committee and
the Board also believe that the compensation policies of the Bank benefit the
shareholders by attracting and retaining the most qualified employees and by
emphasizing company performance when determining bonus payments. The
Management Committee and the Bank Board believe that the Bank's compensation
programs have contributed to the success of the Bank and the Corporation.
Bank Board of Directors (Management Committee members are denoted with an
asterisk):
<TABLE>
<S> <C> <C>
James W. Schwing Sr.* Jerry E. Shea, Sr.* Gerald H. Halphen, M.D.
Ernest Freyou* Edward P. Terrell, III* Edmond A. Lamperez, M.D.
James L. Gray* J. P. Thibodeaux* Charles C. LeMaire
Frank C. Minvielle* Edwin S. Broussard, III Eugene A. Patout, Sr.
Edwin S. Patout* Samuel S. Broussard, Jr. Jules A. Schwing
William D. Quinlan* J. Preston Duhe
</TABLE>
[The remainder of this page has been intentionally left blank.]
-13-
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Corporation's common stock with the cumulative total return on the stock in the
Standard & Poor's Mid-Cap Bank Index and the American Stock Exchange, Inc.
("AMEX") Market Value Index. The graph assumes that $100 was invested on
December 31, 1990 in (a) the Corporation's stock and (b) the AMEX Market Value
Index and on December 31, 1993 in the S&P Mid-Cap Bank Index, and that all
dividends were reinvested.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
New Iberia $100.00(1) $120.80(1) $108.80(1) $114.40 (1) $122.40(1) $604.50(2)
Bancorp, Inc.
S&P Mid-Cap Bank N/A (3) N/A (3) N/A (3) $100.00 $94.90 $144.50
Index
AMEX Market Value $100.00 $128.20 $129.60 $154.86 $140.75 $177.93
Index
</TABLE>
- -----------------------
(1) Prior to August 31, 1995, when trading of the Corporation's common
stock on AMEX commenced, there was no public trading market available
for the common stock. The information on share trading price used to
construct the performance graph depicted above with respect to
pre-listing periods is based upon limited stock transactions between
the Corporation and its shareholders. There can be no assurance that
this limited information adequately reflects the prices paid for stock
of the Corporation in private sales between individuals and, in fact,
the Corporation believes that such private sales between individuals
may have taken place at higher and lower prices than reflected above
during the time periods depicted above.
-14-
<PAGE> 16
(2) The common stock of the Corporation was first listed on AMEX on August
31, 1995. The increase in the trading price of the Corporation's
common stock since that time is not necessarily indicative of future
trends in the price of the Corporation's common stock.
(3) The S&P Mid-Cap Bank Index has been in existence only since 1993.
This line-of-business index includes companies with market
capitalization and other characteristics similar to those of the
Corporation.
As there was no real market for the Corporation's stock prior to August 31,
1995, when trading of the Corporation's common stock on AMEX commenced, the
following graph compares the cumulative total shareholder return on the
Corporation's common stock with the cumulative total return of the stock listed
on the S&P Mid-Cap Bank Index and the AMEX Market Value Index assuming that
$100 was invested in each on August 31, 1995 and that all dividends were
reinvested.
<TABLE>
<CAPTION>
Aug. 31, Sept. 29, Oct. 31, Nov. 30, Dec. 29,
1995 1995 1995 1995 1995
-------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
New Iberia Bancorp, Inc. $100.00 $119.60 $158.90 $166.10 $167.00
S&P Mid-Cap Bank Index 100.00 100.80 102.20 110.50 111.40
AMEX Market Value Index 100.00 101.90 97.60 100.50 102.60
</TABLE>
-15-
<PAGE> 17
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors and beneficial owners of more than 10% of the outstanding shares of
the Corporation to file with the SEC certain reports describing their stock
ownership and changes in their stock ownership. They must also furnish the
Corporation with copies of these forms. Based solely on its review of the
copies of such forms received by it and written representations from certain
reporting persons that they have complied with the relevant filing
requirements, the Corporation believes that all filing requirements applicable
to its executive officers, directors and greater than 10% shareholders were
complied with as of December 31, 1995 except that director Frank C. Minvielle,
a director of the Corporation and the Bank, Samuel S. Broussard, Jr. and
William D. Quinlan, Bank directors, each made one Form 4 filing late. Tony
Schwing inadvertently indicated on his initial filing with the SEC that the
filing related to a Form 4 transaction rather than a Form 3 transaction and
neglected to reflect his direct stock ownership. He corrected that earlier
this year by filing an amendment to the previous Form 5. Finally, shareholders
Marie Louise Schwing and Provisional Executor of the Schwing Successions, Judge
Robert M. Fleming, filed their Forms 3 late.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Since the beginning of the fiscal year 1995 to the present, The New Iberia Bank
has made loans in the ordinary course of business to Directors and officers of
the Bank and their family members and their associates, on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and did not involve more
than normal risk of collectibility or present other unfavorable features.
Since the beginning of 1995, nine Bank directors and executive officers each
had loan balances in excess of $60,000. The largest aggregate amount of these
loans during 1995 was $2,756,043. As of December 31, 1995, the aggregate
amount of indebtedness of these loans was $2,334,966, representing 9.88% of the
total equity capital accounts of the Bank.
During the year 1995, James W. Schwing, Sr., Chairman of the Board, received
fees totaling $70,000 for acting as legal counsel to the Bank.
CERTAIN LITIGATION
On October 7, 1994, the Corporation filed a Petition for Declaratory Relief in
the Civil District Court for the Sixteenth Judicial District, Iberia Parish,
State of Louisiana (the "state court proceeding") against Tony Schwing,
individually and in his capacity as the Executor of the Estates of Jules B.
Schwing and Marie Louise Landry Schwing. (Tony Schwing has since been replaced
as executor of his parents' 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 (the "shareholder proposals"). 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.
-16-
<PAGE> 18
On October 26, 1994, Tony Schwing filed in the same court in which the
Corporation's Petition for Declaratory Relief was pending a Petition for
Mandamus seeking to require the Corporation to deliver to him a copy of its
shareholder list. After a hearing on November 8, 1994, the court ordered the
Corporation to deliver the list subject to certain confidentiality and use
restrictions. The Corporation elected to waive its appeal rights (which would
have delayed the implementation of the Order upon posting of a bond) and
delivered the shareholder list on November 11, 1994.
On November 8, 1994, the Corporation filed its First Amended and Restated
Petition for Declaratory Relief (the "First Amended Petition") in the state
court proceeding. In the First Amended Petition, the Corporation sought a
declaratory judgment that the shareholder proposals 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.
On December 28, 1994, Tony Schwing presented to the Corporation written
consents purporting to adopt the shareholder proposals. The shareholders
committee purportedly formed by these proposals consists of Corporation and
Bank directors Tony Schwing, Eugene A. Patout, Sr., Charles C. LeMaire, Dr.
Edmond A. Lamperez and James L. Gray. As Tony Schwing had already solicited
written consents with respect to his proposals, he did not resubmit his request
for a special shareholders meeting.
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 challenging the validity and authority of the
shareholders committee that was purportedly empowered by the shareholder
proposals and sought injunctive relief in relation to those claims. On that
date, the court granted 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 orally granted in part and denied in part. A written
Preliminary Injunction Order memorializing (with some modifications) the
court's oral ruling was entered on March 29, 1995. On April 12, 1995, the
Corporation appealed portions of the March 29, 1995 preliminary injunction
order and sought from the Louisiana Third Circuit Court of Appeal a request for
stay pending the appeal.
Also 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 shareholder proposals. On that
date, the court orally granted Tony Schwing's Motion for Summary Judgment and
denied the Corporation's Motion for Partial Summary Judgment. A written
judgment to that effect and making the March 29, 1995 Preliminary Injunction
Order permanent was signed on May 22, 1995 (the "Judgment").
On May 24, 1995, the Corporation filed a Petition for Devolutive Appeal from
the Judgment and moved to stay the Judgment. The stay request was denied on
August 23, 1995. On December 6, 1995, the Louisiana Third Circuit Court of
Appeal rendered a decision affirming the Judgment. On January 5, 1996, the
Corporation filed an Application for Writ of Certiorari with the Louisiana
Supreme Court seeking review of the Judgment which was denied February 28,
1996.
In federal court on 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 that were adopted
by the board of directors at a meeting on January 3, 1995.
On January 9, 1995, the Court refused to grant a requested temporary
restraining order. 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. Both at the status conference
and at a hearing held
-17-
<PAGE> 19
February 13, 1995, the Court refused to grant a temporary restraining order or
schedule a preliminary injunction hearing, and dismissed Tony Schwing's
Complaint for injunctive relief.
Tony Schwing appealed the dismissal of his Complaint to the U.S. Fifth Circuit
Court of Appeals. On 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 on April 6,
1995. On August 11, 1995, Tony Schwing filed a motion in the Fifth Circuit
Court of Appeals seeking an injunction pending appeal to prohibit the
Corporation from, among other things, pursuing efforts to acquire a bank. The
Corporation filed on August 18, 1995 a motion to dismiss the appeal and for
sanctions for frivolous appeal and, shortly thereafter, the Corporation filed
another motion requesting sanctions for failure of Tony Schwing to comply with
the Federal Rules of Appellate Procedure in his request for an injunction
pending appeal.
On September 8, 1995, the Court denied Tony Schwing's motion for injunction
pending appeal and ordered that the Corporation's motion to dismiss the appeal
and for sanctions for frivolous appeal be carried forward for resolution by the
oral argument panel. On October 24, 1995, an Order was entered denying the
Corporation's motion for sanctions for failure to comply with the Federal
Rules. Oral argument on unresolved issues and on the merits of the appeal was
held on December 5, 1995. As of March 6, 1996, the Fifth Circuit Court of
Appeals had not rendered a ruling in this matter.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
selected the firm of Arthur Andersen & Co. as independent certified public
accountants to audit the Corporation's consolidated books for the year 1996.
Their annual audit consists of an examination of the balance sheet and the
related statements of income, changes in stockholder's equity and a statement
of cash flow for the year then ended. It is not anticipated that a member of
the firm will be present at the shareholder meeting to make a statement or to
respond to questions.
SOLICITATION OF PROXIES
The cost of soliciting proxies is being paid by Corporation. In addition to
solicitations by mail, directors, officers and employees of the Bank, at no
additional compensation, may request the return of proxies by personal
conversations, by telephone, by other communication or by other means.
SHAREHOLDER PROPOSAL
Any qualified proposal prepared and submitted in accordance with appropriate
proxy solicitation regulations and received by the Corporation to the attention
of Ernest Freyou, President, no later than December 6, 1996, by certified mail,
return receipt requested, will be included in the Corporation's Proxy Statement
and form of Proxy for the 1997 Annual Meeting of Shareholders. Under the
Corporation's Bylaws, stockholder proposals not intended to be included in the
Corporation's Proxy Statement but intended to be presented at an annual meeting
(including proposals for the nomination of directors) must be received by the
Corporation 65 days in advance of the meeting, or by February 14, 1997 to be
considered at the 1997 Annual Meeting. The requirements for submitting such
proposals are set forth in the Corporation's Bylaws.
-18-
<PAGE> 20
ANNUAL REPORT
ACCOMPANYING THIS PROXY STATEMENT IS A COPY OF THE CORPORATION'S 1995 ANNUAL
REPORT TO SHAREHOLDERS. A COPY OF THE CORPORATION'S 1995 FORM 10-K, INCLUDING
THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE PROVIDED FREE OF CHARGE TO ANY
SHAREHOLDER UPON WRITTEN REQUEST. REQUESTS FOR COPIES OF ANY EXHIBIT TO THE
FORM 10-K MUST BE IN WRITING ADDRESSED TO L.J. FREYOU, SENIOR VICE PRESIDENT
AND CASHIER, THE NEW IBERIA BANCORP, INC., 800 SOUTH LEWIS STREET, NEW IBERIA,
LOUISIANA 70560. IF MADE BY A PERSON WHO WAS NOT A SHAREHOLDER OF RECORD ON
MARCH 11, 1996, THE REQUEST MUST INCLUDE A GOOD FAITH REPRESENTATION THAT SUCH
PERSON WAS A BENEFICIAL OWNER OF COMMON STOCK ON THAT DATE. COPIES OF ANY
EXHIBIT TO THE FORM 10-K WILL BE FURNISHED UPON PAYMENT OF A FEE OF $0.10 PER
PAGE PLUS POSTAGE TO COVER THE COST OF FURNISHING SUCH COPIES.
By order of the Board of Directors.
ERNEST FREYOU JAMES W. SCHWING SR.
President Chairman of the Board
Chief Executive Officer
March 11, 1996
New Iberia, Louisiana
-19-
<PAGE> 21
PLEASE SIGN AND RETURN IMMEDIATELY
THE NEW IBERIA BANCORP, INC., NEW IBERIA, LOUISIANA
PROXY FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints JERRY E. SHEA, SR. AND EDWARD P.
TERRELL, III or any one of them, with full power of substitution, the proxies
of the undersigned to represent and to vote as designated on the reverse side,
all of the shares of common stock of The New Iberia Bancorp, Inc., held of
record by the undersigned on March 11, 1996, at the Annual Meeting of
Shareholders to be held at the Main Office of The New Iberia Bank, 800 South
Lewis Street, New Iberia, Louisiana, on Monday, April 15, 1996, at 10 o'clock
a.m., or any adjournments or postponements thereof.
SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSITION LISTED
ON THE REVERSE SIDE. THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE FOR
ANY DIRECTOR NOMINEE LISTED ABOVE AS TO WHOM THE PROXY DOES NOT WITHHOLD
AUTHORITY TO VOTE. THIS PROXY CONFERS AUTHORITY, IN THE DISCRETION OF THE
PROXIES, TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON NOMINATED BY THE
BOARD AS A DIRECTOR IF ANY OF THE NAMED NOMINEES BECOME UNAVAILABLE FOR
ELECTION. IF CUMULATIVE VOTING IS REQUIRED IN THE ELECTION OF DIRECTORS, THIS
PROXY CONFERS AUTHORITY TO VOTE CUMULATIVELY FOR ANY CANDIDATE(S) FOR WHOM
AUTHORITY TO VOTE HAS NOT BEEN WITHHELD. IF ANY OTHER BUSINESS IS PRESENTED AT
SAID MEETING UNDER PROPOSITION NO. 4, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE JUDGMENT OF THE PROXIES UNLESS AUTHORITY TO DO SO IS WITHHELD BY
STRIKING THROUGH PROPOSITION NO. 4. BY PROPERLY EXECUTING AND RETURNING THIS
PROXY, THE UNDERSIGNED HEREBY REVOKES ALL PRIOR PROXIES.
<PAGE> 22
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSITIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
Please mark your votes as indicated in this example (X).
1. Fix the number of directors at eleven (11)(or, in the discretion of
the proxies, or either of them, if any of the nominees listed in the
accompanying proxy statement become unavailable for election, such
lesser number as is equal to the Board's nominees who are available
for election)
For Against Abstain
( ) ( ) ( )
2. Election of Directors
For any or WITHHOLD
all Nominees AUTHORITY
Listed to the to vote for all
right (Except nominees listed
those written to the right
by me to the
right)
( ) ( )
Ernest Freyou, Gerald J. Halphen, Frank C. Minvielle, James W. Schwing, Sr.,
Jules A. Schwing, Jerry E. Shea, Sr., Edward P. Terrell, III, Eugene A. Patout,
Sr., Charles C. LeMaire, Edmond A. Lamperez and James L. Gray.
3. Ratify appointment of Arthur Andersen & Co. as Independent Certified
Public Accountants.
For Against Abstain
( ) ( ) ( )
4. Allow proxies, or either of them, to vote in their discretion as to
any other matters that may properly come before the meeting or any
adjournment or postponement thereof.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NAME ON THE LINE BELOW.)
_______________________________________
Please sign exactly as name appears on
the certificate or certificates
representing shares to be voted by this
proxy. When signing as Attorney,
Executor, Administrator, Trustee, or
Guardian, please give full title as
such. If more than one Trustee, all
should sign. If a corporation, please
sign in full corporate name by president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized persons. If stock is
owned by more than one person, all such
persons must sign proxy.
DATE____________________________, 1996
_____________________________________
Signature
_____________________________________
Title
_____________________________________
Number of Shares
_____________________________________
Printed Name of Shareholder
