<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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HANCOCK HOLDING COMPANY
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DOT MILLER
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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(j)(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:
COMMON STOCK
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 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.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
(LOGO)
HANCOCK HOLDING COMPANY
ONE HANCOCK PLAZA
2510 14TH STREET
GULFPORT, MISSISSIPPI 39501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the
Annual Meeting of Shareholders of Hancock Holding Company (the "Company") will
be held at HANCOCK BANK, One Hancock Plaza, 2510 14th Street, Gulfport,
Mississippi, on February 23, 1995, at 5:00 P.M., local time, for the purpose of
considering and voting upon the following matters:
1. To elect three (3) Directors to hold office for a term of three (3)
years or until their successors are elected and qualified.
2. To approve the appointment of Deloitte & Touche, LLP, as the
independent public accountants of the Company.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only those shareholders of record at the close of business on December
30, 1994, shall be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE,
SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors
Date: January 25, 1995 /s/ LEO W. SEAL, JR.
Leo W. Seal, Jr.
President
<PAGE> 3
HANCOCK HOLDING COMPANY
ONE HANCOCK PLAZA
2510 14TH STREET
GULFPORT, MISSISSIPPI 39501
(601) 868-4000
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Hancock Holding Company, Gulfport, Mississippi (the
"Company" or "HHC"), of Proxies for the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at Hancock Bank, One Hancock Plaza, 2510 14th
Street, Gulfport, Mississippi, on February 23, 1995, at 5:00 P.M., local time,
and any adjournment thereof, for the purposes stated below. It is anticipated
that the Proxy Statement and Proxy first will be sent or given to shareholders
on January 25, 1995.
Holders of record of the Company s Common Stock, par value $3.33 per
share (the "Common Stock"), as of December 30, 1994 (the "Record Date") are
entitled to vote at the meeting or any adjournments thereof. Each share of
Common Stock entitles the holder thereof to one (1) vote on each matter
presented at the Annual Meeting for Shareholder approval. On December 30,
1994, there were 7,562,001 shares of Common Stock outstanding and entitled to
vote. Of this total, 970,112.4 shares of the Common Stock were held in various
trust accounts by the Trust Department of the Company s wholly-owned
subsidiary, Hancock Bank, in a fiduciary capacity as trustee, under terms that
permit the Trust Department to vote the shares (either by itself or jointly
with others). It is expected that these 970,112.4 shares will be voted in
favor of the elections of the nominees listed on page 4 and the appointment of
Deloitte & Touche, LLP.
Shareholders of the Company do not have cumuative voting rights with
respect to the election of Directors at the Annual Meeting. A shareholder has
the right to vote the number of shares owned by him in the election of each
Director. With respect to the election of three (3) Directors to hold office
for a term of three (3) years, the nominees receiving the most votes, up to
three (3), will be elected. If the proxy is marked to vote for the three (3)
Directors as a group, one vote will be cast for each Director for each share
entitled to vote. If any shareholder wishes to vote for fewer than three (3)
Directors, he may line through or otherwise strike out the name of any nominee.
Pursuant to Mississippi law and the Company's Bylaws, Directors are
elected by a plurality of the votes cast in the election of Directors. A
"plurality" means that the individuals with the largest number of favorable
votes are elected as Directors, up to the maximum number of Directors to be
chosen at the meeting.
1
<PAGE> 4
Pursuant to Mississippi law and the Company's Bylaws, action on a
matter (other than the election of Directors) is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the
Company's Articles of Incorporation or Mississippi law specifically requires a
greater number of affirmative votes on a particular matter. Broker non-votes
and shareholder abstentions are not counted in determining whether or not a
matter has been approved by shareholders.
The selection of Deloitte & Touche, LLP, as the Companys Auditors for
the fiscal year ending December 31, 1995 will be ratified if more votes are
cast at the Annual Meeting favoring the appointment than opposing it.
Any person giving a Proxy has the right to revoke it at any time
before it is exercised. A shareholder may revoke his Proxy (1) by personally
appearing at the Annual Meeting, (2) by written notification to the Company
which is received prior to the exercise of the Proxy or (3) by a subsequent
Proxy executed by the person executing the prior Proxy and presented at the
Annual Meeting. All properly executed Proxies, if not revoked, will be voted
as directed on all matters proposed by the Board of Directors, and, if the
shareholder does not direct to the contrary, the shares will be voted "FOR"
each of the proposals described below. Solicitation of Proxies will be
primarily by mail. Officers, Directors, and employees of the Company, and its
subsidiaries, Hancock Bank and Hancock Bank of Louisiana (hereinafter referred
to collectively as the "Banks"), also may solicit Proxies personally; however,
they will not be specially compensated for such solicitation. The Company will
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending Proxy material to principals
and obtaining their Proxies. The cost of soliciting Proxies will be borne by
the Company.
The presence at the Annual Meeting, in person or by proxy, of a
majority of the shares of common stock outstanding on December 30, 1994, and
entitled to vote, will constitute a quorum.
ELECTION OF DIRECTORS
The Board of Directors, by a vote of a majority of the full Board, has
nominated the persons named below for election to serve as Directors. The term
of each of the three (3) newly-elected Directors will expire at the Annual
Meeting of Shareholders in 1998 and when his successor has been elected and
qualified.
The Company s Articles of Incorporation provide for a Board of at
least nine (9) Directors classified into three (3) classes of Directors. At
each Annual Meeting, each class of Directors whose
2
<PAGE> 5
term has expired will be elected to hold office until the third succeeding
Annual Meeting and until their successors have been elected and qualified.
These staggered terms of service by Directors of the Company may make it more
difficult for the Company s shareholders to effect a change in the majority of
the Company s Directors since replacement of a majority of the Board of
Directors will normally require two (2) Annual Meetings of Shareholders.
Accordingly, this provision may have the effect of discouraging hostile
attempts to gain control of the Company, but is applicable to all elections of
Directors.
It is the intent of the persons named in the Proxy to vote such Proxy
"FOR" the election of the nominees listed below, unless otherwise specified in
the Proxy. In the event that any such nominee should be unable to accept the
office of Director, which is not anticipated, it is intended that the persons
named in the Proxy will vote for the election of such person in the place of
such nominee as the Board of Directors may recommend.
Nominations for election to the Board of Directors, other than those
made by or at the direction of the Board of Directors, may be made by a
shareholder by delivering written notice to the Company's secretary not less
than fifty (50) nor more than ninety (90) days prior to the meeting at which
Directors are to be elected, provided that the Company has mailed the first
notice of the meeting at least sixty (60) days prior to the meeting date. If
the Company has not given such notice, shareholder nominations must be
submitted within ten (10) days following the earlier of (i) the date that
notice of the date of the meeting was first mailed to the shareholders or (ii)
the date on which public disclosure of such date was made. The shareholder's
notice must set forth as to each nominee (i) the name, age, business address,
and residence address of such nominee; (ii) the principal occupation or
employment of such nominee; (iii) the class and number of shares of the
Company's Common Stock which are beneficially owned by such nominee; and (iv)
any other information relating to such nominee that may be required under
federal securities laws to be disclosed in solicitations of proxies for the
election of Directors. The shareholder's notice must also set forth as to the
shareholder giving the notice (i) the name and address of such shareholder and
(ii) the class and amount of such shareholder's beneficial ownership of the
Company's Common Stock. If the information supplied by the shareholder is
deficient in any material aspect or if the foregoing procedure is not followed,
the chairman of the annual meeting may determine that such shareholder's
nomination should not be brought before the meeting and that such nominee shall
not be eligible for election as a Director of the Company.
A. F. Dantzler, who has served as a Director of the Company since
1985, decided not to stand for re-election this year in order to reduce his
work load. The Company is very grateful for his many years of dedicated
service as a Hancock Holding Company Board member.
3
<PAGE> 6
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
OWNERSHIP OF COMMON
NAME, AGE, PRINCIPAL OCCUPATION FOR THE DIRECTOR COMMON STOCK STOCK
LAST FIVE YEARS AND BANK OR COMPANY OF COMPANY AS OF DECEMBER BENEFICIALLY
OFFICES CURRENTLY HELD SINCE 14, 1994 (A) OWNED (a)
---------------------- ----- ------------ ---------
<S> <C> <C> <C> <C>
For a Three (3) Year Term Expiring in 1998
- - ------------------------------------------
James B. Estabrook, Jr. (50) . . . . . . . . . . . . . 1,661 (1) .02%
President of Estabrook Motor Co., Inc.;
President of Weaver Motor Co., Inc.
(Automobile Dealerships); President of Auto
Credit, Inc. (Auto Finance Business),
Pascagoula, Mississippi; Advisory Director,
Hancock Bank since 1985
Victor Mavar (68) . . . . . . . . . . . . . . . . . . . 1993 9,435.9 .1%
President of Mavar, Inc. (Real Estate Firm),
Biloxi, Mississippi
Leo W. Seal, Jr. (70) . . . . . . . . . . . . . . . . . 1984 1,105,760.7 (2) 14.6%
Chief Executive Officer, Hancock Bank,
Gulfport, Mississippi, since 1963; President
and Chief Executive Officer, Hancock Holding
Company, since 1984; Advisory Director,
Hancock Bank of Louisiana since 1993
INFORMATION CONCERNING CONTINUING DIRECTORS
TERM
EXPIRES
-------
Joseph F. Boardman, Jr. (65) . . . . . . . . . . . . . 1984 8,800 (3) .1% 1996
Retired Director of Coast Materials Company
(Ready Mixed Concrete Business), Gulfport,
Mississippi; Chairman of the Board, Hancock
Holding Company, Gulfport, Mississippi,
since 1987
Charles H. Johnson (61) . . . . . . . . . . . . . . . . 1987 6,294.2 (4) .1% 1996
President, Charles H. Johnson, Inc.
(Residential General Contracting Business),
Waveland, Mississippi; President, Universal
Warehouse, Inc., (Mini-Storage Business),
Waveland, Mississippi
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
OWNERSHIP OF COMMON
NAME, AGE, PRINCIPAL OCCUPATION FOR THE DIRECTOR COMMON STOCK STOCK
LAST FIVE YEARS AND BANK OR COMPANY OF COMPANY AS OF DECEMBER BENEFICIALLY TERM
OFFICES CURRENTLY HELD SINCE 14, 1994 (A) OWNED (A) EXPIRES
---------------------- ----- ------------ --------- -------
<S> <C> <C> <C>
Thomas W. Milner, Jr. (81) . . . . . . . . . . . . . . 1984 2,948 .04% 1996
Retired Vice Chairman of the Board, Hancock
Bank, Gulfport, Mississippi
L. A. Koenenn, Jr. (75) . . . . . . . . . . . . . . . . 1988 3,548 (5) .05% 1997
Public Accountant, Gulfport, Mississippi
Dr. Homer C. Moody, Jr. (70) . . . . . . . . . . . . . 1984 9,599 (6) .1% 1997
Retired Doctor of Veterinary Medicine,
Poplarville, Mississippi
George A. Schloegel (54) . . . . . . . . . . . . . . . 1984 90,445.3 (7) 1.2% 1997
President, Hancock Bank, Gulfport,
Mississippi, since 1990; Vice Chairman of
the Board, Hancock Holding Company,
since 1984; Director, Hanock Bank of
Louisiana since 1990
INFORMATION CONCERNING EXECUTIVE OFFICERS
A. Bridger Eglin (51) . . . . . . . . . . . . . . . . . 883.6 (8) .01%
President, Hancock Bank of Louisiana
since 1991; Director, Hancock Bank of
Louisiana since 1991 (11)
Theresa Johnson (67) . . . . . . . . . . . . . . . . . 1,086 .01%
Executive Vice President, Hancock Bank
since 1985; Executive Vice President and
Chief Financial Officer Hancock Holding
Company since 1992
Charles A. Webb, Jr. (64) . . . . . . . . . . . . . . . 6,743.4 (9) .09%
Executive Vice President, Chief Credit Officer
and Secretary, Hancock Holding Company
since 1992; Executive Vice President, Hancock
Bank since 1977; Director, Hancock Bank of
Louisiana since 1991
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP . . . . . . . . . . . . . . . . . . . . . 1,634,313.1 (10) 21.7%
</TABLE>
5
<PAGE> 8
(a) Constitutes sole ownership unless otherwise indicated.
(1) Includes 1,061 shares owned by Mr. Estabrook's minor children.
(2) Includes 1,925.7 shares owned by Mr. Seal s wife, and excludes 378,108
shares held in a fiduciary capacity by Hancock Banks Trust Department
as to which Mr. Seal has sole voting rights but no power of
disposition. Mr. Seals sister and her children are beneficiaries of
these trusts. Mr. Seal disclaims beneficial ownership of these
378,108 shares.
(3) Includes 400 shares owned by Mr. Boardman s wife.
(4) Includes 552.2 shares owned by Mr. Johnson s wife and children.
(5) Represents 3,548 shares held in L.A., Jr. and Mae D. Koenenn Revocable
Trust. Mr. Koenenn has the sole power to vote and dispose of these
shares.
(6) Includes 8,160 shares owned jointly by Dr. Moody and his wife; 504
shares owned jointly with his children; 504 shares owned jointly by
his wife and children; and 175 shares owned by Dr. Moody's wife.
(7) Includes 32,740 shares owned jointly by Mr. Schloegel and his wife; 86
shares owned by Mr. Schloegels minor child; 2,015.3 shares held for
Mr. Schloegel s account in the Companys Employee Stock Purchase Plan;
641.9 shares held in a self-directed IRA for Mr. Schloegel; and 160.5
shares held in a self-directed IRA for his wife.
(8) Includes 283.6 shares held for Mr. Eglin's account in the Company's
Employee Stock Purchase Plan.
(9) Includes 6,196.2 shares owned jointly with Mr. Webb's wife.
(10) All of the Directors, Executive Officers, and Nominees of the Company
as a group (consisting of thirteen (13) persons) beneficially owned,
in the aggregate, 1,634,313.1 shares (21.6%) of Common Stock of the
Company, including the shares as to which beneficial ownership has
been disclaimed above, and including 9,000 shares beneficially owned
by resigning Director A. F. Dantzler.
(11) See "Executive Officers" for Mr. Eglin's principal occupations for the
last five (5) years.
None of the Directors is a director of another company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the reporting requirements of Section 15(d) of the Act, or
registered as an investment company under the Investment Company Act of 1940.
6
<PAGE> 9
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche, LLP, a firm of
independent certified public accountants, as auditors for the fiscal year
ending December 31, 1995, and until their successors are selected. Deloitte &
Touche, LLP and its predecessor, Touche Ross & Company, have been auditors for
the Company since it commenced business in 1984, for Hancock Bank since 1981
and Hancock Bank of Louisiana since 1990.
The Company has been advised that neither the firm nor any of its
partners has any direct or any material indirect financial interest in the
securities of the Company or any of its subsidiaries, except as auditors and
consultants on accounting procedures and tax matters. The Board does not
anticipate that representatives of Deloitte & Touche, LLP, will be in
attendance at the Annual Meeting, be present to make a statement, or be
available to respond to appropriate questions.
Although not required to do so, the Board of Directors has chosen to
submit its appointment of Deloitte & Touche, LLP, for ratification by the
Company s shareholders. It is the intention of the persons named in the Proxy
to vote such Proxy FOR the ratification of this appointment. If this proposal
does not pass, the Board of Directors will reconsider the matter. The proposal
will be ratified if the votes cast favoring the appointment exceed the votes
cast opposing it.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the number of
shares of Common Stock of the Company held as of December 14, 1994 by the only
shareholders who are known to management to be the beneficial owners of more
than five percent (5%) of the Company s outstanding shares:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
Hancock Bank Trust Department 967,827.2 (1) 12.8%
One Hancock Plaza
Gulfport, Mississippi 39501
Leo W. Seal, Jr. 1,105,760.7 (2) 14.6%
408 North Beach Boulevard
Bay St. Louis, Mississippi 39520
- - ------------
</TABLE>
(1) Consists of shares held and voted by the Hancock Bank Trust Department
as trustee for 154 different accounts. Within these 154 accounts, the
Trust Department has sole voting rights on 961,827.2 shares, shared
voting rights on zero shares and no power to vote 105,763.1 shares.
The Trust Department has the sole right to dispose of 895,591.7
shares, shared right to dispose of 322.2 share and no authority to
dispose of 171,676.4 shares.
7
<PAGE> 10
(2) Includes 1,925.7 shares owned by Mr. Seal s wife, and excludes 378,108
shares held in three (3) trusts by Hancock Banks Trust Department (not
included in the 967,827.2 shares shown above as beneficially owned by
the Trust Department) as to which Mr. Seal has sole voting rights, but
no power of disposition. Mr. Seal s sister and her children are the
beneficiaries of these trusts.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Audit Committee currently composed of J. F.
Boardman, L. A. Koenenn, R. K. Hollister and Robert Riemann. The Audit
Committee was formed in October 1991 in connection with the listing of the
Company s Common Stock on the NASDAQ National Market System. The Audit
Committee oversees the operations of the Company s Audit Department and makes
recommendations to the Board of Directors concerning the independent
accountants for the Company and its subsidiaries. The Audit Committee met six
(6) times during 1994.
The Company has a Loan Review Committee which meets monthly and is
currently composed of the following members: Joseph F. Boardman, Jr., A. F.
Dantzler, Charles H. Johnson, Charles A. Webb, Jr., Gordon Redd, Jr., Leo W.
Seal, Jr. and Doug Fontaine. It met twelve (12) times during 1994.
The Company has a Compensation Committee which determines the salary
of the executive officers of the Company. It met one time during 1994 and is
composed of J. F. Boardman, Jr., A. F. Dantzler, Donald Green, Charles H.
Johnson, L. A. Koenenn, Jr., Victor Mavar, T. W. Milner, Jr., Dr. H. C. Moody,
George A. Schloegel and Leo W. Seal, Jr.
Hancock Holding Company does not have a Nominating Committee.
Hancock Bank has, among other committees, an Investment Committee
which meets monthly and a Salary Committee. The Salary Committee is composed
of seven members who determine wages and compensation for Bank officers and
other employees. George A. Schloegel and Leo W. Seal, Jr., both of whom are
Directors of the Company, are two of the seven members. The Salary Committee
of Hancock Bank met five (5) times during the year ended December 31, 1994.
The Board of Directors of the Company met a total of twelve (12) times
during the year ended December 31, 1994. During 1994, all Directors attended
75 percent or more of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by committees on which
they served.
8
<PAGE> 11
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company and the Banks as of December 30, 1994:
<TABLE>
<CAPTION>
NAME (AGE) PRESENT POSITION
---------- ----------------
<S> <C>
Joseph F. Boardman, Jr. (65) Director since 1984; Chairman of the Board since 1987
George A. Schloegel (54) Director since 1984; Vice Chairman of the Board since 1984; President, Hancock Bank
since 1990; Director, Hancock Bank of Louisiana since 1990
Leo W. Seal, Jr. (70) Director since 1984; President and Chief Executive Officer since 1984; Chairman and
Chief Executive Officer, Hancock Bank since 1990
Charles A. Webb, Jr. (64) Executive Vice President, Chief Credit Officer and Secretary, Hancock Holding
Company since 1992; Executive Vice President of Hancock Bank since 1977; Director,
Hancock Bank of Louisiana since 1990
A. Bridger Eglin (51) President, Hancock Bank of Louisiana since 1991; Director, Hancock Bank of
Louisiana since 1991
Theresa Johnson (67) Executive Vice President and Chief Financial Officer, Hancock Holding Company since
1992; Executive Vice President, Hancock Bank since 1985
- - ------------
</TABLE>
Mr. Boardman is a retired director and President of Coast Materials
Company, which sells ready-mixed concrete, and is located in Gulfport,
Mississippi. He was elected Chairman of the Company in 1987.
Mr. Schloegel was employed part-time with Hancock Bank from 1956-1959
and began full-time employment in 1962. He served in various capacities until
being named President in 1990. Mr. Schloegel serves as Vice Chairman of the
Company and President of Hancock Bank Securities Corporation, a subsidiary of
Hancock Bank. He is a member of the Boards of Directors of Hancock Bank and
Hancock Bank of Louisiana.
Mr. Seal was employed by Hancock Bank in 1947. He was elected to the
Board of Directors in 1961 and named President of Hancock Bank in 1963. In
1977, he was named President and Chief Executive Officer of Hancock Bank. In
1990, he became Chairman and Chief Executive Officer of Hancock Bank. He is
currently serving as President and Chief Executive Officer of the Company and
also serves as an Advisory Director of Hancock Bank of Louisiana.
9
<PAGE> 12
Mr. Webb was employed by Hancock Bank in 1948. He served as Vice
President and Secretary of the Company from 1984 until 1992, when he became
Executive Vice President, Chief Credit Officer and Secretary. He has served as
Executive Vice President of Hancock Bank since 1977 and as a Director of
Hancock Bank of Louisiana since 1990.
Mr. Eglin has served as President of Hancock Bank of Louisiana since
1991. Prior to that, he served for a brief time as Commissioner of Financial
Institutions for the State of Louisiana. From 1989 to 1990 he served as First
Assistant to the Secretary of the State of Louisiana. Mr. Eglin was President
of Baton Rouge Bank and Trust Company, Baton Rouge, Louisiana from 1986 to 1988
and Executive Director of that institution from 1988 to 1989.
Ms. Johnson joined Hancock Bank in 1985 following the acquisition of
Pascagoula Moss Point Bank.
No family relationships exist among the executive officers of the
Company.
SUMMARY MANAGEMENT COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
- - -----------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
OTHER
ANNUAL ALL OTHER
COMPEN- COMPEN-
NAME AND SATION SATION (5)
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) ($)
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Leo W. Seal, Jr. 1994 85,000 13,500 681 (1) 2,243
CEO, Hancock Bank 18,000 (2)
President & CEO, HHC 1,938 (3)
13,536 (4)
1993 85,000 15,000 560 (1) 2,547
18,000 (2)
4,506 (3)
7,560 (4)
1992 60,000 0 560 (1) 1,349
18,000 (2)
1,321 (3)
7,560 (4)
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
- - -----------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
OTHER
ANNUAL ALL OTHER
COMPEN- COMPEN-
NAME AND SATION SATION (5)
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) ($)
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George A. Schloegel 1994 207,500 31,500 1,104 (1) 7,214
President, Hancock Bank 5,000 (3)
Vice Chairman, HHC 1,728 (4)
1993 185,000 35,000 1,181 (1) 7,774
5,000 (3)
1,728 (4)
1992 169,615 25,000 1,095 (1) 5,855
3,744 (2)
1,256 (3)
1,728 (4)
Charles A. Webb, Jr. 1994 127,500 21,600 1,883 (1) 3,365
Ex. V.P., Hancock Bank 4,819 (2)
Ex. V.P., & Sec. and 181 (3)
Chief Credit Officer, HHC 4,212 (4)
1993 122,500 24,000 1,743 (1) 3,681
5,000 (2)
4,212 (4)
1992 115,588 20,000 1,495 (1) 2,600
5,000 (2)
4,212 (4)
Theresa Johnson 1994 121,800 9,000 263 (1) 3,208
Ex. V.P., Hancock Bank 7,560 (4)
Ex. V.P., & CFO, HHC 1993 117,500 10,000 321 (1) 3,541
7,560 (4)
1992 115,000 3,500 751 (1) 2,498
7,560 (4)
A. Bridger Eglin 1994 122,500 8,100 1,431 (1) 3,783
President, Hancock Bank 1,728 (4)
of Louisiana 1993 116,500 9,000 1,523 (1) 1,873
373 (4)
1992 110,231 7,500 832 (1) 965
205 (4)
</TABLE>
11
<PAGE> 14
1) Automobile compensation.
2) Deferred compensation.
3) Executive supplemental plan.
4) Cost of excess life insurance.
5) Includes stock purchase plan contribution and profit sharing plan
contribution.
DIRECTORS FEES
Directors of the Company who are not also full-time employees of
Hancock Bank or Hancock Bank of Louisiana (i.e., all Directors except Messrs.
Seal and Schloegel) receive $275 for each regular Board meeting attended and
$200 for each special Board meeting attended. Mr. Dantzler, however, receives
a consultant fee of $400 per month but no retainer or additional compensation
for attendance at Board meetings. Directors may elect to defer the receipt of
their Directors fees for a specified period of time. Directors who choose
such deferral also receive a $20,000 term life insurance policy. During 1994,
Messrs. Milner and Johnson participated in this deferral program. Directors of
the Company who are not full-time employees of Hancock Bank or Hancock Bank of
Louisiana and are also Directors of one of the Banks, receive an additional
$275 for each meeting of the Bank s Board of Directors attended, provided that
such meetings are not held on the same day as meetings of the Company.
Directors of the Company who are not full-time employees of Hancock Bank or
Hancock Bank of Louisiana and are members of a Bank committee, also receive
$225 for each committee meeting attended and $100 for each loan committee
meeting attended that is held in Gulfport, Mississippi.
PENSION PLAN
Hancock Bank, along with some of its affiliated companies, maintains a
non-contributory integrated pension plan and trust agreement (the "Pension
Plan") covering all full-time salaried employees (including executive officers
of the Company who are also employees of the Banks) who have completed one (1)
year of service and have attained age 21. Employees become participants in the
Pension Plan on the January 1 or July 1 following the satisfaction of the
eligibility requirements.
The benefit formula was modified by an amendment and restatement of
the Pension Plan dated December 31, 1992. Under this formula, a participant
accrues his benefit under the Pension Plan on the basis of his years of service
with the Bank and its affiliated companies, his years of participation in the
Pension Plan, his average annual compensation (calculated by using his base
compensation for the five consecutive years of service that produce the highest
average), and Social Security laws and amounts. His benefit accrues in
increments based on his years of participation at any time of determination and
the number of years of participation he would have at his normal retirement age
(that is, the date on which the participant has attained age 65 but not earlier
than the fifth anniersary of the first day of the Pension Plan year (January 1
- - - December 31) during which the participant commenced participation in the
Pension Plan).
A participant's normal retirement date is the first day of the month
coincident with or immediately preceding his normal retirement age. A
participant is eligible to elect early retirement after he has either (1)
completed fifteen years of service and attained age 55 or (2) completed twelve
years of service and attained age 62.
12
<PAGE> 15
A participant becomes vested in his accrued benefit under the Pension
Plan upon the earlier of attainment of his normal retirement age or the
completion of five years of service. A participant with a vested accrued
benefit will be entitled to receive a retirement benefit upon termination of
his employment. In some situations, distributions may be delayed until the
participant attains his normal or early retirement date. The spouse or other
beneficiary of a vested participant who dies while employed will be eligible
for a survivor benefit.
The normal form of benefit under the Pension Plan (1) for unmarried
participants generally is a ten year certain and life annuity and (2) for
married participants generally is a joint and 50% survivor annuity which is the
actuarial equivalent of the unmarried participant's normal form. A participant
may elect certain specified optional forms of distribution.
The Pension Plan provides for the Banks and other participating
companies to make all contributions to the Pension Plan in amounts sufficient
to fund benefit payments and to satisfy legal funding requirements. All
contributions are held in a trust fund of which Hancock Bank is the trustee.
Pension costs were $1,264,669.00 for 1994.
The table set forth below shows the estimated annual base payments
payable under the present benefit formula to persons retiring upon attainment
of age 65 in 1994 in the indicated earnings classifications and with the
indicated number of years of service for purposes of computing retirement
benefits.
PENSION PLAN TABLE (1) (2) (3)
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 15 20 25 30 35 40 45
- - ------------ -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 11,813 16,050 20,288 24,525 28,763 33,000 36,250
$100,000 24,413 33,150 41,888 50,625 59,363 68,100 74,600
$150,000 37,013 50,250 63,488 76,725 89,963 103,200 (4) 112,950 (4)
$200,000 49,613 67,350 85,088 102,825 120,563 (4) 138,300 (4) 151,300 (4)
$250,000 52,651 71,473 90,296 109,118 (4) 127,941 (4) 146,763 (4) 160,547 (4)
- - ----------
</TABLE>
(1) Assuming continued employment, the years of service at age 65 for Mr.
Schloegel will be 46 years; for Mr. Seal was 42; for Ms. Johnson was
45; for Mr. Webb will be 47; and for Mr. Eglin will be 17.
(2) Earnings covered by the Pension Plan consist of basic salary and do
not include bonuses. The benefit amounts are not subject to reduction
for social security benefits, but social security amounts were taken
into account under the benefit formula.
(3) This table reflects the normal form of benefit under the Pension Plan
which is a ten year certain and life annuity.
(4) The annual amount exceeds the IRC Section 415 limit of $104,077 for a
ten year certain and life annuity. The Section 415 is indexed, so
that these amounts may eventually be paid.
13
<PAGE> 16
Compensation covered by the Pension Plan is found in the Salary column
of the Summary Management Compensation Table for the executive officers of the
Company. It covers the three years listed in the Table and 1990 and 1991.
Covered compensation for named executive officers as of the end of the
last calendar year is: Seal $69,592; Schloegel $170,703; Webb $111,506; Eglin
$112,558; and Johnson $111,868.
EXECUTIVE SUPPLEMENTAL REIMBURSEMENT PLAN
Hancock Bank maintains an Executive Supplemental Reimbursement Plan
("ESR Plan") for members of the Banks Management Committee. Currently, Leo W.
Seal, Jr., George A. Schloegel and Charles A. Webb are three of the six members
of the Management Committee. Under the ESR Plan, Hancock Bank will pay or
reimburse each participating committee member for up to $5,000 of expenses that
the committee member incurs during each calendar year for life insurance,
education, residential security system and club dues. If the amount paid or
reimbursed for a committee member is less than $5,000 for a calendar year, the
unused portion will be contributed to a deferred compensation account for all
members except Leo W. Seal, Jr. An administrative committee of at least three
persons appointed by the Board of Directors of Hancock Bank administers and
interprets the plan and has sole discretion to award any benefit to committee
members.
BANK AUTOMOBILE PLAN
Hancock Bank has a Bank Automobile Plan for the members of the
Management Committee. The members are given the use of Bank automobiles for
Bank business during the day and are permitted to take them home at night and
on weekends for their personal use.
STOCK PURCHASE PLAN
The Company maintains an Employee Stock Purchase Plan (the "ESPP")
that is designed to provide the employees of the Company, the Banks and certain
subsidiaries of Hancock Bank a convenient means of purchasing Common Stock of
the Company. All employees (except Leo W. Seal, Jr.) of the Company, the
Banks, and the other participating subsidiaries, who have completed two or more
years of continuous full-time, or five or more years of continuous part-time,
employment with the Company, the Banks, or the participating subsidiaries, and
are 21 years of age, are eligible to participate in the ESPP.
Each employee of the Company, the Banks or a participating subsidiary
who qualifies to and does participate in the ESPP (a "Participant") is
permitted to authorize payroll deductions, which may not exceed 5% of the
Participant s base salary for the pay period. At the end of each plan year
(January 1 through December 31), the participating company employing a
Participant who is still employed at that time, contributes an amount equal to
25% of such Particpant s payroll deductions for that plan year.
Employee and Company contributions are forwarded to Hancock Bank s
Trust Department, which uses the funds to purchase shares of the Company s
Common Stock through brokers or
14
<PAGE> 17
dealers or directly from individuals (including officers, directors or
employees of the Company, the Banks or the participating subsidiaries) at the
prevailing market price in the Gulfport, Mississippi over-the-counter market on
the date of such purchase. Brokerage commissions, service charges and other
transactional costs associated with the purchase of shares by the Plan, if any,
are paid by the Plan from its assets (and therefore are borne indirectly by the
Plan Participants). Administrative fees and expenses are paid by the Company.
Purchases are made in the name of the ESPP at such times and in such amounts as
the Bank s Trust Department deems appropriate, and shares are allocated to each
Participant as of June 30 and December 31 of each year. A Participant may
withdraw the Common Stock and cash held in his Hancock Bank account at any time
(but only once in a plan year without penalty).
For 1994, Hancock Bank contributed $2,379.00 under the Plan on behalf
of George A. Schloegel and Hancock Bank of Louisiana contributed $650.00 on
behalf of Bridger Eglin. These are the only two executive officers of the
Company who participate in the Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report reflects the Company's compensation philosophy for all
executive officers, as endorsed by the Board of Directors and the Compensation
Committee. The Committee, comprised of the Company Directors and two advisory
directors, named below, determines annual base salary adjustments and annual
bonus awards. There are two interlocking Committee and Board member
relationships which are disclosed elsewhere under "Compensation Committee
Interlocks and Insider Participation."
In determining the compensation to be paid to the Company's executive
officers in 1994, the Compensation Committee employed compensation policies
designed to align the compensation with the Company's overall business
strategy, values and management initiatives. These policies are intended to
reward executives for long-term strategic management and the enhancement of
shareholder value and support a performance-oriented environment that rewards
achievement of internal goals.
Additionally, the Company subscribes to and participates in the Wyatt
Data Services/Cole Survey for Financial Institutions Compensation and the
Mississippi and Louisiana Bankers Associations' surveys, which provide the
Committee with comparative compensation data from the Company's market areas
and its peer groups. This information is used by the Committee to make sure
that it is providing compensation opportunities comparable to its peer group,
thereby allowing the Company to retain talented executive officers who
contribute to the Company's overall and long-term success.
Mr. Seal's compensation is reflective of his philosophy and heritage.
His father, who served as Hancock Bank's President from 1932 until his demise
in 1963, instilled in Mr. Seal a sense of responsibility relating to their own
compensation. Hence, like his father before him, Mr. Seal's relatively low
salary, in comparison to the other executive officers of the Company, is the
result of Mr. Seal's express wishes and it is in no way a reflection of his
performance or ability as CEO or his value to the Company.
15
<PAGE> 18
Submitted by the Company's Compensation Committee:
J. F. Boardman, Jr. L. A. Koenenn, Jr. Dr. H. C. Moody, Jr.
A. F. Dantzler Victor Mavar George A. Schloegel
Donald R. Green T. W. Milner, Jr. Leo W. Seal, Jr.
Charles H. Johnson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Leo W. Seal, Jr. and George A. Schloegel both served on the
Compensation Committee of the Company for 1994. Although Mr. Seal, the
Company's Chief Executive Officer, and Mr. Schloegel, the Company's Vice
Chairman, served on the Committee, neither participated in any decisions
regarding his own compensation as an executive officer other than on Mr. Seal's
expressed wishes described in the aforementioned paragraph.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Directors, officers and principal shareholders of the Company and
their associates have been customers of the Banks from time to time in the
ordinary course of business and additional transactions may be expected to take
place in the future. All loans to such persons were made 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 the normal risk of collectability or embody other unfavorable features.
At December 31, 1994, the aggregate amount of such loans and extensions of
credit outstanding was approximately $5.3 million.
Leo W. Seal, Jr., serves as President of Hancock Insurance Agency
("Hancock Insurance"), for which he receives no fees or other compensation.
For the year ended December 31, 1994, the Company paid Hancock Insurance
$764,104 in premiums for general insurance products, which sum constituted
approximately 24% of the gross consolidated revenues of Hancock Insurance for
the year ended December 31, 1994. Management believes that the terms of the
insurance transactions between the Company and Hancock Insurance were no less
favorable to the Company than if the transactions had been made with
nonaffiliates.
FIVE YEAR SHAREHOLDER RETURN COMPARISION
The Securities and Exchange Commission requires that the Company
include in its Proxy Statement a line graph presentation comparing cumulative,
five-year shareholder returns on an indexed basis with a performance indicator
of the overall stock market and either a nationally recognized industry
standard or an index of peer companies selected by the Company. The broad
market index used in the graph is the NASDAQ Market Index. The peer group
index is the Media General Financial Services Industry Group 045-East South
Central Banks and a list of the companies included in the index follows the
graph.
16
<PAGE> 19
COMPALRISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF HANCOCK HOLDING CO., NASDAQ MARKET AND MG GROUP INDEX
(GRAPH)
<TABLE>
<CAPTION>
- - ------------------------------------ FISCAL YEAR ENDING ------------------------------
COMPANY 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
HANCOCK HOLDING CO 100 86.54 125.05 176.77 205.16 192.50
INDUSTRY INDEX 100 88.18 144.25 149.62 158.14 158.80
BROAD MARKET 100 81.12 104.14 105.16 126.14 132.44
</TABLE>
The broad market index chosen was:
Nasdaq Market Index
The industry index chosen was:
MG Industry Group 045-East South Central Banks:
<TABLE>
<S> <C> <C>
Alabama National Bancorp First American Corporation, Tennessee Peoples First Corporation
AmSouth Bancorp First City Bancorp, Inc. Peoples Holding Company
Banco Central Hispano S.A. First Fed Financial, Kentucky Pikeville National
BancorpSouth, Inc. First Tennessee National Corporation Regions Financial Corporation
Bank of Nashville, Tennessee Grenada Sunburst System Corporation S.Y. Bancorp, Inc.
Cardinal Bancshares, Inc. Hancock Holding Company South Alabama Bancorp
CBT Corporation Kentucky Enterprise Bancorp SouthTrust Corporation
Colonial BancGroup Class A Leader Financial Corporation TF Financial Corporation
Community Bancshares Tennessee LFS Bancorp, Inc. Trans Financial Bancorp, Inc.
Compass Bancshares, Inc. Mid-America Bancorp Trustmark Corporation
Deposit Guaranty Corporation National Commerce Bancorporation Union Planters Corporation
Farmers Capital Bank Corporation Peoples Banctrust Company
</TABLE>
17
<PAGE> 20
OTHER MATTERS
The Board of Directors does not intend to bring any matters before
the Annual Meeting other than those specifically set forth in the Notice of
Annual Meeting of Shareholders, nor does it know of any matters to be brought
before the Annual Meeting by others. If, however, any other matters properly
come before the Annual Meeting, it is the intention of the persons named in the
accompanying Proxy to vote such Proxy in accordance with the judgment of the
Board on any such matters.
THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER
31, 1994 IS ENCLOSED. THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY
SOLICITING MATERIAL. ANY SHAREHOLDER WHO HAS NOT RECEIVED AN ANNUAL REPORT MAY
OBTAIN ONE FROM THE COMPANY. THE COMPANY ALSO WILL PROVIDE, ON REQUEST, WITHOUT
CHARGE, COPIES OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS WISHING
TO RECEIVE A COPY OF THE ANNUAL REPORT ON FORM 10-K ARE DIRECTED TO WRITE TO
GEORGE A. SCHLOEGEL, VICE CHAIRMAN, AT THE ADDRESS OF THE COMPANY.
PROPOSALS FOR 1996 ANNUAL MEETING
Any shareholder who wishes to present a proposal at the Company's
next Annual Meeting and who wishes to have the proposal included in the Company
s Proxy Statement and form of proxy for the meeting, must submit the proposal to
the undersigned at the address of the Company not later than September 20, 1995.
THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
By Order of the Board of Directors
Dated: January 25, 1995 /s/ LEO W. SEAL, JR.
Leo W. Seal, Jr.
President
18
<PAGE> 21
<TABLE>
<S> <C> <C> <C>
PROXY FOR ANNUAL MEETING
HANCOCK HOLDING COMPANY, GULFPORT, MISSISSIPPI
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of HANCOCK HOLDING COMPANY, GULFPORT, MISSISSIPPI, does
hereby nominate, constitute, and appoint George A. Schloegel, Jr., Thomas W. Milner, Jr., and J.F. Boardman, Jr. as
proxies or any of them (with full power of substitution), and hereby authorizes them to represent and vote, as
designated below, all the shares of Hancock Holding Company held of record by the undersigned on December 30, 1994, at
the annual meeting of its stockholders to be held at HANCOCK BANK, One Hancock Plaza, Gulfport, Mississippi, on February
23, 1995, or any adjournments thereof, with all the powers the undersigned would possess if personally present, as
follows:
1. The election of the following 3 persons as directors, to serve until the Annual Meeting in 1998 or until
each person's successor has been elected and qualified. (INSTRUCTION: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE
WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE).
JAMES B. ESTABROOK, JR. VICTOR MAVAR LEO W. SEAL, JR.
For all nominees except as indicated ___________ Withhold authority to vote for all nominees ____________
2. Proposal to approve the appointment of Deloitte & Touche, LLP, as the independent public accountants of
the Company.
For ________________ Against _________________ Abstain _____________
3. In their discretion, Proxies are authorized to vote upon such other business as may properly come before
the meeting or any adjournment thereof.
For ________________ Against _________________ Abstain _____________
</TABLE>
<TABLE>
<S> <C>
This Proxy, when properly executed, will be voted in accordance with the specific indication above, IN THE ABSENCE OF
SUCH INDICATION, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED IN PROPOSAL 1, and ''FOR'' PROPOSAL 2. If any other
matters shall properly come before the meeting, it is the intention of the persons named as proxy holders to vote on
such matters in accordance with their judgment.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
DATED:_____________________________ , 1995
Signature ________________________________
Signature ________________________________
When signing as attorney, executor, trustee,
or guardian, please give full title. If
more than one trustee, all should sign. All
joint owners must sign.
Number of shares: ____________
IF YOU PLAN TO ATTEND THE MEETING, PLEASE
PLACE A CHECK MARK HERE . _____ WHETHER
OR NOT YOU PLAN TO ATTEND, PLEASE SIGN AND
RETURN AT ONCE.
</TABLE>
