SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
---
Filed by a Party other than the Registrant
---
Check the appropriate box:
Preliminary Proxy Statement
- ---
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
- ---
ST. LANDRY FINANCIAL CORPORATION
- ------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
X No fee required.
- ---
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: $
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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>
ST. LANDRY
FINANCIAL CORPORATION
December 20, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of St. Landry Financial
Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 2:30 p.m. on January 28, 1997 at the
Company's office located at 459 East Landry Street, Opelousas, Louisiana.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on St. Landry Financial
Corporation's fiscal 1996 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process.
I encourage you to attend the meeting in person. Whether or not you attend
the meeting, I hope that you will read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the postage
prepaid envelope provided. This will save St. Landry Financial Corporation
additional expense in soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the meeting even if you
have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
WAYNE McKINNON GILMORE
President and Chief Executive Officer
<PAGE>
ST. LANDRY
FINANCIAL CORPORATION
459 East Landry Street
Opelousas, Louisiana 70570
(318) 942-5748
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 28, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of St. Landry Financial Corporation (the "Company") will be held at
the Company's office located at 459 East Landry Street, Opelousas, Louisiana at
2:30 p.m., Opelousas, Louisiana time, on January 28, 1997.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of four directors of the Company;
2. The ratification of the appointment of John S. Dowling & Company as the
auditors of the Company for the fiscal year ending September 30, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on December 19, 1996
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Wayne McKinnon Gilmore
President and Chief Executive Officer
Opelousas, Louisiana
December 20, 1996
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
ST. LANDRY
FINANCIAL CORPORATION
459 East Landry Street
Opelousas, Louisiana 70570
(318) 942-5748
ANNUAL MEETING OF STOCKHOLDERS
January 28, 1997
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of St. Landry Financial Corporation (the
"Company"), the parent company of First Federal Savings and Loan Association of
Opelousas ("First Federal" or the "Association"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the Company's office located at 459 East Landry Street, Opelousas, Louisiana
on January 28, 1997, at 2:30 p.m., Opelousas, Louisiana time, and all
adjournments of the Meeting. The accompanying Notice of Annual Meeting and this
Proxy Statement are first being mailed to stockholders on or about December 20,
1996.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of four directors and the appointment of John S. Dowling
& Company as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the ratification of auditors. The Company does not know of any matters, other
than as described in the Notice of Annual Meeting, that are to come before the
Meeting. If any other matters are properly presented at the Meeting for action,
the persons named in the enclosed form of proxy and acting thereunder will have
the discretion to vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. The appointment of John S. Dowling & Company as auditors requires the
affirmative vote of a majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on such matter. Proxies marked to
abstain with respect to a proposal have the same effect as votes against the
proposal. Broker non-votes have no effect on the vote. One-third of the shares
of the Common Stock, present in person or represented by proxy, shall constitute
a quorum for purposes of the Meeting. Abstentions and broker non-votes are
counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Anna Lee O.
Dunbar, Secretary, St. Landry Financial Corporation, 459 East Landry Street,
Opelousas, Louisiana 70570.
1
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on December 19, 1996
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 459,093 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Association as a group.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- -------------------------------------------------------------- ------------ --------
<S> <C> <C>
Aqua Fund L.P. and Lakeshore Capital, Inc. 33,000(1) 7.18%
6262 S. Route 83
Suite 303
Willowbrook, Illinois 60514
West Broadway Partners, L.P. 44,400(2) 9.67
460 W. Broadway
4th Floor
New York, New York 10012
St. Landry Financial Corporation Employee Stock Ownership Plan 36,727(3) 8.00
459 East Landry Street
Opelousas, Louisiana 70570
Directors and executive officers of the Company 43,255(4) 9.26
and the Association, as a group (13 persons)
- ----------
<FN>
(1) As reported by Aqua Fund L.P. ("Aqua") and Lakeshore Capital, Inc.
("Lakeshore") in a statement as of April 5, 1995 on Schedule 13D under the
Exchange Act. Both Aqua and Lakeshore reported shared voting and
dispositive power as to all such shares.
(2) As reported by West Broadway Partners, L.P. ("West Broadway") in a statement
as of July 31, 1995 on Schedule 13G under the Exchange Act. West Broadway
reported sole voting and dispositive power as to all of such shares.
(3) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 8,149 of which have been allocated to accounts of
participants. First Bankers Trust Company, N.A., Quincy, Illinois, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held in the ESOP's suspense account or allocated shares for which no
voting instructions are received are voted by the trustee in the same
proportion as allocated shares voted by participants.
(4) Includes shares held directly, as well as an aggregate of 4,982 shares which
such officers and directors have the right to acquire pursuant to options
granted under the Company's 1996 Stock Option and Incentive Plan ("Stock
Option Plan") which will vest within 60 days, an aggregate of 2,819 shares
of restricted stock which have been awarded to individual officers and
directors under the Company's Recognition and Retention Plan ("RRP") which
will vest within 60 days, shares held in retirement accounts, 3,193 shares
allocated to the ESOP accounts of certain of the named persons, held by
certain members of the named individuals' families, or held by trusts of
which the named individual is a trustee or substantial beneficiary, with
respect to which the named individuals may be deemed to have sole voting
and/or investment power. Excludes an aggregate of 19,953 shares which
directors and officers will have the right to acquire pursuant to options
granted under the Company's Stock Option Plan, subject to vesting
provisions in equal annual installments over a five-year period which
commences in January 1997 and an aggregate of 11,276 shares which have been
awarded to directors and officers under the Company's RRP, subject to
vesting provisions in equal annual installments over a five-year period
which commences in January 1997.
</FN>
</TABLE>
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of twelve members,
each of whom is also a director of the Association. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. Approximately one-third of
the directors are elected annually.
The following table sets forth certain information regarding the Company's
Board of Directors, including their terms of office and nominees for election as
directors. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Meeting for the election of the nominees
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any of the nominees might be unable to serve,
if elected. There are no arrangements or understandings between any director or
nominee and any other person pursuant to which such director or nominee was
selected.
<TABLE>
<CAPTION>
Shares of Common
Term Stock Beneficially Percent
Director to Owned at of
Name Age Position(s) Held Since(1) Expire December 19, 1996(2) Class
- ------------------------ --- -------------------------------- -------- ------ -------------------- -----
NOMINEES
--------
<S> <C> <C> <C> <C> <C> <C>
H. Kent Aguillard 42 Director 1994 2000 510 (3)
Simon Howard Fournier 59 Director 1994 2000 445 (3)
Marvin J. Schwartzenburg 49 Director 1992 2000 465 (3)
Robert L. Wolfe, Jr. 42 Director 1989 2000 3,510 (3)
DIRECTORS CONTINUING IN OFFICE
------------------------------
Wayne McKinnon Gilmore 75 Chairman of the Board, President 1957 1998 13,836 3.00%
and Chief Executive Officer
H. Andrew Myers, Jr. 47 Executive Vice President and 1991 1998 1,651 (3)
Director
Martin A. Roy, Jr. 68 Vice President, Treasurer and 1969 1998 1,635 (3)
Director
Randy C. Tomlinson 40 Director 1990 1998 1,010 (3)
Anna Lee O. Dunbar 71 Director and Secretary 1989 1999 1,635 (3)
Lynette Young Feucht 44 Director 1994 1999 510 (3)
Patrick Fontenot 50 Director 1994 1999 3,135 (3)
Morgan J. Goudeau, III 67 Director 1963 1999 12,885 2.80%
- ----------
<FN>
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares subject to options granted
under the Company's Stock Option Plan which will vest within 60 days,
shares of restricted stock which have been awarded under the company's RRP
which will vest within 60 days, shares held in retirement accounts, shares
allocated to the ESOP accounts of certain of the named persons, held by
certain members of the named individuals' families, or held by trusts of
which the named individual is a trustee or substantial beneficiary, with
respect to which the named individuals may be deemed to have sole voting
and investment power. Excludes shares which directors and officers will
have the right to acquire pursuant to options granted under the Company's
Stock Option Plan, subject to vesting provisions in equal annual
installments over a five-year period which commences in January 1997 and
shares which have been awarded to directors and officers under the
Company's RRP, subject to vesting provisions in equal annual installments
over a five-year period which commences in January 1997.
(3) Less than 1%.
</FN>
</TABLE>
3
<PAGE>
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years, except as otherwise indicated.
H. Kent Aguillard. Mr. Aguillard is a partner in the law firm of Young,
Hoychick and Aguillard, LLP. Such law firm acts as counsel to the Association.
Simon Howard Fournier. Mr. Fournier is employed on a part-time basis with
the St. Landry Parish Assessor's office. In January 1994, he retired from the
United States Department of Agriculture after 30 years of service.
Marvin J. Schwartzenburg. Mr. Schwartzenburg is the Administrator of Bayon
Vista Manor, a nursing home. From 1987 to 1993, he was Chief Executive Officer
of Seasons Manufacturing, a clothing manufacturer.
Robert L. Wolfe, Jr. Mr. Wolfe is President and Chief Executive Officer of
Morgan Goudeau & Associates, Inc., a civil engineering company. He is the nephew
of Morgan J. Goudeau, III, a director of the Company and the Association.
Wayne McKinnon Gilmore. Mr. Gilmore is Chairman of the Board, President and
Chief Executive Officer of the Company and the Association. He was elected to
his present positions with the Company upon its formation in 1995. He was
elected as a director and Chief Executive Officer of the Association in 1957, as
President of the Association in 1987 and as Chairman of the Board of the
Association in 1994.
H. Andrew Myers, Jr. Mr. Myers joined the Association in 1989 as Executive
Vice President. He was elected as Executive Vice President of the Company upon
its formation in 1995. He is responsible for overseeing the daily management
functions of the Company and the Association.
Martin A. Roy, Jr. Mr. Roy is Vice President, Treasurer and Director of the
Company and the Association and President of Roy Motors, Inc., an automobile
dealership.
Randy C. Tomlinson. Mr. Tomlinson is President of Magic Wand South, a
manufacturer, planner and parts wholesaler for commercial car washes.
Anna Lee O. Dunbar. Ms. Dunbar retired as Controller of the Association in
1987, after serving with the Association for 26 years.
Lynette Young Feucht. Ms. Feucht has served as a City Court Judge in and
for the City of Eunice, Louisiana since 1985. She is the daughter of J. Niles
Young, a director emeritus of the Association.
Patrick Fontenot. Mr. Fontenot is an Executive Vice President with
Williams-Progressive Life Insurance Co. He is also Chairman of the Board of
United Bank and Trust Company, New Orleans, Louisiana.
Morgan J. Goudeau, III. Mr. Goudeau is the District Attorney for St. Landry
Parish and acts as legal counsel to the Association. He is the uncle of Robert
L. Wolfe, Jr., a director of the Company and the Association.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on an as needed basis. The Board of
Directors of the Company held 12 meetings during the year ended September 30,
1996. No incumbent director attended fewer than 75% of the total number of
meetings held by the Board of Directors and by all committees of the Board of
Directors on which he served during the year.
The Board of Directors of the Company has no standing committees.
4
<PAGE>
Board and Committee Meetings of the Association. Meetings of the
Association's Board of Directors are held on a monthly basis. The Board of
Directors met 12 times during the fiscal year ended September 30, 1996 including
12 regularly scheduled meetings and no special meeting. During fiscal 1996, no
incumbent director of the Association attended fewer than 75% of the aggregate
of the total number of Board meetings or the total number of meetings held by
the committees of the Board of Directors on which he served.
The Board of Directors has standing Executive, Audit, Appraisal, Loan and
Compensation Committees.
The Executive Committee, composed of Directors Gilmore, Roy and Dunbar, is
authorized to exercise the powers of the board between meetings of the board.
This committee did not meet in fiscal 1996.
The Audit Committee, composed of Directors Dunbar, Wolfe and Roy provides
for internal audits in order to assure compliance with all federal and state
laws and regulations and Association policies. The Committee also provides for
and reviews the Association's annual independent audit. This committee met once
during the fiscal year ended September 30, 1996.
The Appraisal Committee, composed of Directors Aguillard, Schwartzenburg
and Tomlinson, review all appraisals performed on loans prior to approval. The
committee met 12 times during fiscal 1996.
The Loan Committee, composed of Directors Roy, Wolfe and Fournier approves
loans of up to $250,000. This committee meets on an as needed basis.
The Compensation Committee establishes compensation, bonuses and other
benefits for the Bank's officers. The current members of the committee are
Directors Wolfe, Goudeau and Roy. The committee met once during fiscal 1996.
The Board of Directors has no standing nominating committees. The full
Board of Directors acts as a nominating committee. While the Board will consider
nominees recommended by others, the committee has not actively solicited
nominations nor established any procedures for this purpose.
Director Compensation
Cash Compensation of the Company. During fiscal 1996, the Board of
Directors of the Company were not paid for their service in such capacity.
Cash Compensation of the Association. Directors who have served on the
Board of Directors since 1970 receive $750 per regularly scheduled meeting of
the board attended. All other directors receive fees of $600 per regularly
scheduled meeting of the board attended. There are no fees paid for service on
any Board committee.
5
<PAGE>
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation. The Company does not presently anticipate paying any compensation
to such persons.
The following table sets forth the compensation paid or accrued by First
Federal for services rendered by the Chief Executive Officer. No executive
officer of the Association made in excess of $100,000 during fiscal 1996.
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation
---------------------
Annual Compensation Awards
- -------------------------------------------------------- ---------------------
Restricted
Stock Options/ All Other
Name and Principal Position Year Salary(1) Bonus Award(s) SARs Compensation
($) ($) ($) (#) ($)
- ----------------------------- ---- --------- ----- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Wayne McKinnon Gilmore, 1996 $80,550 $6,000 $95,628(2) 7,051(3) $9,784(4)
President and Chief Executive 1995 $76,250 $6,000 --- --- $8,004(4)
Officer 1994 $68,400 $6,000 --- --- $ ---
- ----------
<FN>
(1) Includes board fees of $8,550, $6,050 and $4,800 paid in fiscal 1996, 1995
and 1994, respectively.
(2) Represents the dollar value, as of September 30, 1996, of 6,595 shares of
the Company's Common Stock awarded to Mr. Gilmore, pursuant to the
Company's RRP, based on the last trade sales price of $14.50 per share of
the Company's Common Stock as reported on the National Daily Quotation
Service or the "Pink sheets" by the National Quotation Bureau as of
September 30, 1996. The shares of restricted stock vest in equal annual
installments over a five year period commencing in January 1997.
(3) Represents an option to purchase shares of Common Stock awarded under the
Company's Stock Option Plan. The options vest in equal annual installments
over a five year period commencing in January 1997.
(4) Includes the Association's contribution to the ESOP of $9,784 and $8,004
paid in fiscal 1996 and 1995, respectively, on behalf of Mr. Gilmore.
</FN>
</TABLE>
6
<PAGE>
The following table sets forth certain information concerning grants of
stock options pursuant to the Company's Stock Option and Incentive Plan to the
named officers for the fiscal year ended September 30, 1996. No stock
appreciation rights were granted during fiscal 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
<TABLE>
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options/SARs Exercise
Options/ Granted to or Base
SARs Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Sh) Date
- ------------------ ----------- -------------- -------- ----------
<S> <C> <C> <C> <C>
Wayne McK. Gilmore 7,051(1) 63% $13.50 01/23/06
- ----------
<FN>
(1) Represents options to purchase shares of the Company's common stock which
vest in annual equal installments over a five year period commencing in
January 1997.
</FN>
</TABLE>
The following table provides information as to stock options exercised by
the Company's Chief Executive Officer at September 30, 1996 and the value of
in-the-money options held by the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
--------------------------------------------------------------
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired Value FY-End (#)(1) FY-End ($)(2)
on Exercise Realized ----------------------------- -----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Wayne McK. Gilmore --- --- 1,410 5,641 $1,410 $5,641
- ----------
<FN>
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of in-the-money options granted based upon the
last trade sales price of $14.50 per share of the Company's Common Stock as
reported on the National Daily Quotation Service or the "pink sheets" by
the National Quotation Bureau as of September 30, 1996.
</FN>
</TABLE>
7
<PAGE>
Employment Agreements
The Association has entered into employment agreements with Wayne McK.
Gilmore, President and Chief Executive Officer of the Association; H. Andrew
Myers, Jr., Executive Vice President of the Association; and Kathryn F.
Chelette, Controller of the Association for three-year terms. The employment
agreements do not change the salary or other benefits currently provided to such
officers, however, such agreements provide for certain payments to such
individuals in the event of a change in control which is not currently provided.
The employment agreements provide for an annual base salary as determined
by the Board of Directors, but not less than the employee's current salary. So
long as the contract remains in force, salary increases will be reviewed not
less often than annually thereafter, and are subject to the sole discretion of
the Board of Directors. The employment contracts provide for annual extensions
for one additional year, but only upon express authorization by the Board of
Directors at the end of each year. The contracts provide for termination upon
the employee's death, for cause or in certain events specified by Office of
Thrift Supervision ("OTS") regulations. The employment contracts are terminable
by the employees upon 90 days' notice to the Association.
In the event there is a change in control of the Company or First Federal,
as defined in the agreements, and if employment terminates involuntarily in
connection with such change in control or within 12 months thereafter, the
employment contracts provide for continuing payments to the employees, of the
salary payable under the contracts over the portion of the term of the contracts
that would remain but for the termination, plus a payment equal to 299% of the
base amount of compensation as defined in the Code, provided that total payments
under the agreements must be limited to the maximum amount that would not cause
certain adverse tax consequences to the Association and the employees under
Section 280G of the Code. Assuming a change in control were to take place as of
September 30, 1996, the aggregate amounts payable to Mr. Gilmore pursuant to
this change in control provision would be approximately $212,000.
Benefit Plans
General. First Federal currently provides health care benefits to its
employees, including health and group life insurance, subject to certain
deductibles and other limitations.
Employee Stock Ownership Plan. The ESOP, which invests primarily in common
stock of the Company, is designed to qualify as a stock bonus plan under Section
401(a) of the Code and also to meet the requirements of Section 4975(e)(7) of
the Code and Section 407(d)(6) of the Employee Retirement Income Security Act of
1974 ("ERISA"). The ESOP was capitalized with a loan from the Company.
The Association intends to make annual contributions to the ESOP in an
amount to be determined annually by the Board of Directors, but not less than
the amount needed to pay any currently maturing obligations under loans made to
the ESOP. These contributions would be allocated among all eligible participants
in proportion to their compensation. The Association will not make contributions
if such contribution would cause the Association to violate its regulatory
capital requirements. Contributions to the ESOP vest over five years, however,
employees are given credit for prior service. With certain limitations,
participants may make withdrawals from their accounts while actively employed.
The vested portion of a participant's account will be distributed upon the later
of his termination of employment or attainment of age 65.
Participating employees are entitled to instruct the trustee of the ESOP as
to how to vote the shares of common stock held in their account. The trustee
will vote unallocated shares, including shares subject to the ESOP debt. The
trustee, who has dispositive power over the shares in the Plan, is not
affiliated with the Company or the Association.
The ESOP may be amended by the Board of Directors, except that no amendment
may be made which would reduce the interest of any participant in the ESOP trust
fund or divert any of the assets of the ESOP trust
8
<PAGE>
fund to purposes other than the benefit of participants or their beneficiaries.
Contributions to the ESOP on behalf of Mr. Gilmore are included in the Summary
Compensation Table.
Certain Transactions
The Association, like many financial institutions, has followed a policy of
granting to officers, directors and employees loans secured by the borrower's
residence or a certificate of deposit. All loans to the Association's officers
and directors are made in the ordinary course of business and on the same terms,
including interest rate and collateral, and conditions as those of comparable
transactions prevailing at the time, and do not involve more than the normal
risk of collectibility or present other unfavorable features. All loans by the
Association to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Association. All loans from the Association to its officers, directors, key
employees or their affiliates are approved or ratified by a majority of the
independent and disinterested members of the Association's Board of Directors.
At September 30, 1996, the Association had loans outstanding to directors,
executive officers and their associates with an aggregate principal balance of
$465,000, which was 11% of the Association's retained earnings at that date.
The law firm of Young, Hoychick and Aguillard acts as counsel to the
Company. H. Kent Aguillard, director of the Company, is a partner in such firm.
Morgan Goudeau, director of the Company, also serves as counsel to the Company.
The legal fees received, directly or indirectly, from the Company for
professional services to Young, Hoychick and Aguillard during the fiscal year
ended September 30, 1996 did not exceed 5% of the firm's gross revenues. The
legal fees received, directly or indirectly, from the Company for professional
services to Mr. Goudeau during the fiscal year ended September 30, 1996 were
approximately $73,000.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
At the Annual Meeting of Stockholders, the stockholders will consider and
vote on the ratification of the appointment of John S. Dowling & Company
("Dowling") as the Company's independent auditors for the Company's fiscal year
ending September 30, 1997.
The Board of Directors of the Company has heretofore renewed the Company's
arrangement for Dowling to be the Company's auditors for the fiscal year ending
September 30, 1997, subject to ratification by the Company's stockholders.
Representatives of Dowling are expected to attend the Meeting to respond to
appropriate questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DOWLING AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 459 East
Landry Street, Opelousas, Louisiana 75070, no later than August 22, 1997. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
9
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Association
may solicit proxies personally or by telegraph or telephone without additional
compensation.
Opelousas, Louisiana
December 20, 1996
10
<PAGE>
ST. LANDRY
FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
January 28, 1997
The undersigned hereby appoints the Board of Directors of St. Landry
Financial Corporation (the "Company") with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Company's office located at
459 East Landry Street, Opelousas, Louisiana, on January 28, 1997 at 2:30 p.m.
and at any and all adjournments and postponements thereof.
I. The election as directors of all nominees listed below (except as marked to
the contrary):
[ ] FOR [ ] VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee,
strike a line in that nominee's name below.
H. KENT AGUILLARD SIMON HOWARD FOURNIER MARVIN J. SCHWARTZENBURG
ROBERT L. WOLFE, JR.
II. The ratification of the appointment of John S. Dowling & Company as
auditors of the Company for the fiscal year ending September 30, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
________________________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES LISTED ABOVE. IF
ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
________________________________________________________________________________
The Board of Directors recommends a vote "FOR" the proposal and
the election of the nominees listed above.
(Continued and to be SIGNED, on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: _____________________, 199_____
______________________________________
Signature of Stockholder
______________________________________
Signature of Stockholder
Please sign exactly as your name(s)
appear(s) to the left. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title. If shares are held
jointly, each holder should sign.
________________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
________________________________________________________________________
