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 ss. 240.14a-11(c) or ss. 240.14a-12
Teche Holding Company
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(Name of Registrant as Specified in Its Charter)
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(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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>
[TECHE HOLDING COMPANY LETTERHEAD]
December 17, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Teche Holding
Company, I cordially invite you to attend the Annual Meeting of Stockholders
(the "Meeting") to be held at the Alex P. Allain Memorial Library, 206 Iberia
Street, Franklin, Louisiana on January 20, 1999, at 2:00 p.m. The attached
Notice of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting. During the Meeting, I will report on the operations
of the Company. Directors and officers of the Company, as well as a
representative of Deloitte & Touche LLP, certified public accountants, will be
present to respond to any questions stockholders may have.
The matters to be considered by stockholders at the Meeting are
described in the accompanying Notice of Meeting and Proxy Statement. The Board
of Directors of the Company has determined that the matters to be considered at
the Meeting are in the best interest of the Company and its stockholders. For
the reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Patrick O. Little
---------------------------------------------
Patrick O. Little
President and Chief Executive Officer
Teche Holding Company
<PAGE>
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TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
(318) 828-3212
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Teche Holding Company (the "Company") will be held at Alex P.
Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 20,
1999, at 2:00 p.m. A proxy card and a proxy statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of three directors of the Company for terms of three years
each; and
2. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending September 30, 1999.
The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof may also be acted upon. 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, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on November 23, 1998 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
----------------------------------
W. Ross Little, Jr.
Secretary
Franklin, Louisiana
December 17, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT
THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 1999
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Teche Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at the Alex P. Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana
on January 20, 1999, at 2:00 p.m. local time (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about December 17, 1998. The Company is the
parent company of Teche Federal Savings Bank (the "Bank"). The Company was
formed as a Louisiana corporation in December 1994 at the direction of the Bank
to acquire all of the outstanding stock of the Bank issued in connection with
the Bank's mutual-to-stock conversion on April 17, 1995 (the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the
election of three directors and (ii) the ratification of the appointment of
Deloitte & Touche LLP as independent auditor of the Company for the fiscal year
ending September 30, 1999. The Board of Directors of the Company (the "Board" or
the "Board of Directors") knows of no additional matters that will be presented
for consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the nominees for directors set forth
below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on November 23, 1998
(the "Voting Record Date"), are entitled to one vote for each share of common
stock of the Company (the "Common Stock") then held. As of the Voting Record
Date, the Company had 3,038,480 shares of Common Stock issued and outstanding.
<PAGE>
The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates or associates
(as such terms are defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
plan or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of independent auditors, a stockholder may, by
checking the appropriate box: vote "FOR" the item, (ii) vote "AGAINST" the item,
or (iii) vote to "ABSTAIN" on such item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Voting Record Date, persons or groups who own more
than 5% of the Common Stock and the ownership of all executive officers and
directors of the Company as a group. Other than as noted below, management knows
of no person or group that owns more than 5% of the outstanding shares of Common
Stock at the Voting Record Date.
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
<S> <C> <C>
Teche Federal Savings Bank 208,635(1) 6.9%
Employee Stock Ownership Plan
211 Willow Street, Franklin, Louisiana 70538
John Hancock Advisers, Inc. 186,000(2) 6.1%
101 Huntington Avenue
Boston, MA 02199
</TABLE>
(footnotes appear on following page)
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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<S> <C> <C>
All Directors and Executive Officers as a Group 492,299(3)(4) 16.05%
(11 persons)
</TABLE>
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(1) The Bank's Employee Stock Ownership Plan purchased such shares for the
exclusive benefit of participants with funds borrowed from the Company.
These shares are held in a suspense account and will be allocated among
ESOP participants annually on the basis of compensation as the ESOP
debt is repaid. The Board of Directors has appointed a committee
consisting of Robert E. Mouton, Faye L. Ibert, J.L. Chauvin and W. Ross
Little to serve as the ESOP administrative committee ("ESOP Committee")
and Directors Biggs, Friedman and Olivier to serve as the ESOP trustees
("ESOP Trustees"). The ESOP Committee or the Board instructs the ESOP
Trustees regarding investment of plan assets. The ESOP Trustees must
vote all shares allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and shares for which no
timely voting direction is received will be voted by the ESOP Trustees
as directed by the ESOP Committee. As of the Voting Record Date,
109,974 shares had been allocated under the ESOP to participant
accounts (which are excluded from the total).
(2) Based on a Schedule 13G/A filed on January 27, 1998. Through their
parent-subsidiary relationship with John Hancock Advisers, Inc., John
Hancock Mutual Life Insurance Company, John Hancock Subsidiaries, Inc.,
John Hancock Asset Management, and The Berkeley Financial Group all
have indirect beneficial ownership of these same shares of Common
Stock.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individuals effectively exercise sole voting and investment
power, unless otherwise indicated. Includes 227,893 shares of Common
Stock that may be acquired pursuant to the exercise of options which
were exercisable within 60 days of the Voting Record Date. Excludes
60,265 shares of Common Stock held by the Teche Federal Savings Bank
Management Stock Plan, which certain individuals in the group exercise
shared voting and dispositive power over, as trustee. Such individuals
disclaim beneficial ownership with respect to such shares held in a
fiduciary capacity.
(4) Excludes 208,635 unallocated shares of Common Stock held under the ESOP
for which certain individuals in this group serve as members of the
ESOP Committee or as an ESOP Trustee. Such individuals disclaim
beneficial ownership with respect to such shares held in a fiduciary
capacity.
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<PAGE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock of the Company is registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934 ("Exchange Act"). The executive officers
and directors of the Company and beneficial owners of greater than 10% of the
Company's Common Stock ("10% beneficial owners") are required to file reports on
Forms 3, 4, and 5 with the Securities and Exchange Commission ("SEC") disclosing
changes in beneficial ownership of the Common Stock. Based solely on the
Company's review of Forms 3, 4, and 5 filed by officers, directors and 10%
beneficial owner of Common Stock, no executive officer, director or 10%
beneficial owner of Common Stock failed to file such ownership reports on a
timely basis during the fiscal year ended September 30, 1998.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Articles of Incorporation require that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. One class of directors, consisting of W. Ross Little, Mary Coon
Biggs, and Thomas F. Kramer, M.D., has a term of office expiring at the Meeting.
A second class, consisting of Henry L. Friedman, Robert Earl Mouton, Christian
Olivier, Jr., and W. Ross Little, Jr., has a term of office expiring at the
annual meeting of stockholders in 2000. A third class, consisting of Patrick O.
Little, Donelson T. Caffery, Jr., and Virginia Kyle Hine, has a term of office
expiring at the 2001 annual meeting. Three directors will be elected at the
Meeting to serve for three-year terms or until a successor has been elected and
qualified.
W. Ross Little, Mary Coon Biggs, and Thomas F. Kramer, M.D., have been
nominated by the Board of Directors to serve as directors. Such nominated
individuals are currently members of the Board and have been nominated for
three-year terms to expire in 2002. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why a nominee might be unavailable to serve.
The following table sets forth the nominees and the directors
continuing in office, their name, age, the year they first became a director of
the Company or the Bank, the expiration date of their current term as a
director, and the number and percentage of shares of the Common Stock
beneficially owned as of the Voting Record Date. Each director of the Company is
also a member of the Board of Directors of the Bank.
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Owned(2) Percent
Name Age(1) Appointed Expire --------------------- of Class
- ---- ------ --------- ------ --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2001
W. Ross Little 83 1963 1999 128,043(3)(4) 4.14%
Mary Coon Biggs 56 1982 1999 21,318(5)(6)(7) *
Thomas F. Kramer, M.D. 69 1987 1999 31,680(5)(8) 1.04%
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS NOMINEES BE
ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE
Henry L. Friedman 47 1979 2000 24,705(5)(7)(9) *
Robert Earl Mouton 63 1989 2000 31,569(7)(10)(11) 1.04%
Christian Olivier, Jr. 87 1993 2000 13,472(5)(7)(12) *
W. Ross Little, Jr. 46 1997 2000 42,967(11) 1.41%
Patrick O. Little 42 1989 2001 135,936(4)(13) 4.40%
Donelson T. Caffery, Jr. 48 1994 2001 18,260(5)(14) *
Virginia Kyle Hine 77 1981 2001 12,880(5) *
</TABLE>
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* Less than 1%
(1) As of September 30, 1998.
(2) An individual is considered to beneficially own shares of Common Stock if
he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, a director has sole
voting power and sole investment power with respect to the indicated
shares.
(3) Includes 15,425 shares owned by Mr. Little's wife, which Mr. Little may be
deemed to beneficially own.
(4) Includes 63,480 shares of Common Stock which the individual may acquire
pursuant to the exercise of options that become exercisable within 60 days
of the Voting Record Date.
(5) Includes 7,618 shares of Common Stock which the individual may acquire
pursuant to the exercise of options that become exercisable within 60 days
of the Voting Record Date.
(6) Includes 10,200 shares held jointly with Ms. Biggs' husband, with whom
voting and dispositive power is shared.
(footnotes are continued on following page)
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<PAGE>
(footnotes continued from prior page)
(7) Excludes 208,635 unallocated shares of Common Stock held under the ESOP for
which such individual serves as an ESOP Trustee or is a member of the ESOP
Committee, and as such maintains shared voting and dispositive power over
such shares. Beneficial ownership is disclaimed with respect to such ESOP
shares held in a fiduciary capacity.
(8) Includes 5,000 shares owned by Dr. Kramer's wife, which Dr. Kramer may be
deemed to beneficially own.
(9) Includes 5,118 shares owned by Mr. Friedman's wife and 1,800 shares held in
trust for Mr. Friedman's minor children under the Uniform Gift to Minors
Act ("UGMA"), which Mr. Friedman may be deemed to beneficially own.
(10) Includes 2,985 shares held jointly with Mr. Mouton's wife, with whom voting
and dispositive power is shared.
(11) Includes 18,409 shares of Common Stock which the individual may acquire
pursuant to the exercise of options that become exercisable within 60 days
of the Voting Record Date.
(12) Includes 3,500 shares held jointly with Mr. Olivier's wife and children,
with whom voting and dispositive power is shared.
(13) Includes 10,578 shares owned by Mr. Little's wife and 12,830 shares held in
trust for Mr. Little's minor children, which Mr. Little may be deemed to
beneficially own. Includes 8,988 shares of Common Stock allocated to Mr.
Little under the ESOP.
(14) Includes 1,174 shares held in trust for Mr. Caffery's children, which Mr.
Caffery may be deemed to beneficially own.
The following table sets forth the non-director executive officers of
the Company, their name, age, the year they first became an officer of the
Company or the Bank, and their current position with the Company. Executive
officers serve for a one-year term at the determination of the Board of
Directors.
Year First
Appointed as Position with
Name of Individual Age(1) Officer(2) the Company
- ------------------ ------ ---------- -----------
J.L. Chauvin 43 1985 Vice President and
Treasurer
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(1) As of September 30, 1998.
(2) Refers to the year the individual first became an officer of the Company or
the Bank.
Biographical Information
The business experience of each nominee for director, director and
executive officer of the Company is set forth below. All persons have held their
present positions for five years unless otherwise stated.
W. Ross Little is the Chairman of the Board of the Bank since 1981 and
Chairman of the Company since its formation in December 1994, and has been with
the Bank for 41 years in various capacities including manager, president and
chief executive officer. Mr. Little is the father of Patrick O. Little and W.
Ross Little, Jr.
Mary Coon Biggs is a senior partner of the law firm Biggs, Trowbridge,
Supple, Cremaldi & Curet, L.L.P. See "-- Certain Relationships and Related
Transactions." Ms. Biggs is a trustee and past president of the St. Mary Parish
Library Board of Control. In 1992 she received an award for
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<PAGE>
outstanding library trustee in the State of Louisiana. She is also a member of
various professional, civic, historical and cultural organizations.
Thomas F. Kramer, M.D. retired from his medical practice in 1993. He
was a specialist in obstetrics and gynecology and is a member of various medical
organizations. Dr. Kramer is a member and past president of the St. Mary Chapter
of the Louisiana Landmark Society and an officer of the Rotary Club of Franklin.
He previously served on the Council of the Shadows on the Teche, a property of
the National Trust for Historic Preservation. He received the distinguished
service award from the Boy Scouts of America.
Henry L. Friedman currently holds management positions with Meyer's Shoe
Store, Inc., Franklin, Louisiana and H. & L. Realty Company, Inc., Franklin,
Louisiana. Mr. Friedman is also Chairman of the Franklin City Planning
Commission, and he is a member and past president of both the West St. Mary
Chamber of Commerce and the Rotary Club of Franklin.
Robert Earl Mouton has been employed by the Bank since 1983 and has
been an Executive Vice President since 1985. Mr. Mouton is also a past president
of the Beaver Club of Lafayette.
Christian L. Olivier, Jr. is a retired general manager of a retail
department store in Houma, Louisiana. He serves as President of the Terrebonne
Historical and Cultural Society. Mr. Olivier served as Chairman of the Board of
Community Homestead Association prior to its merger with Teche Federal.
W. Ross Little, Jr. was appointed Marketing Director and Secretary of the
Company in June 1995 and January 1996, respectively. W. Ross Little, Jr. served
as a practicing attorney in Lafayette Parish from 1990 to 1994. He previously
served as Secretary of the Bank from August 1979 to November 1995 and Treasurer
of the Bank from January 1980 to November 1994. He is the son of W. Ross Little
and brother of Patrick O. Little.
Patrick O. Little is the President and Chief Executive Officer of the Bank
and has been employed by the Bank since 1980. Mr. Little, has served as
President of the Bank since January 1991 and is a board member of the Council
for a Better Louisiana, as well as a past board member of the Rotary Club of
Franklin and the West St. Mary Chamber of Commerce. Mr. Little is also a member
of the Board of Directors of the Louisiana League of Savings Institutions and
serves on various committees of it and America's Community Bankers. Mr. Little
is the son of W. Ross Little and brother of W. Ross Little, Jr.
Donelson T. Caffery, Jr. is president and owner of Columbia Chevrolet &
Toyota, Franklin, Louisiana. He is also a trustee and president of the St. Mary
Parish Library Board of Control. He is a member of the vestry of the St. Mary's
Episcopal Church, past board member of the West St. Mary Chamber of Commerce,
past president of the St. Mary Chapter of the Landmark Society, past board
member of the Rotary club of Franklin and a member of various trade
organizations.
Virginia Kyle Hine received the civic award of the Greater New Iberia
Chamber of Commerce in 1972. She is a past board member of the Episcopal School
of Acadiana and the Louisiana Landowners Association and is a current member of
the board of directors of the Central Oil Co.
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<PAGE>
Stockholder Nominations
Pursuant to the Articles of Incorporation, nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Company as set
forth in the Articles of Incorporation. To be timely, a stockholder's notice
shall be delivered to, or mailed and received at, the principal executive
offices of the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company;
provided, however, that with respect to the first scheduled annual meeting,
notice by the stockholder must be so delivered or received no later than the
close of business on the tenth day following the day on which notice of the date
of the scheduled meeting was mailed or published and must be delivered or
received no later than the close of business on the fifth day preceding the date
of the meeting. Such stockholder's notice shall set forth all the information
required by the Company's Articles of Incorporation. At the request of the Board
of Directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting shall furnish to the Secretary of
the Company that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Articles of
Incorporation. If the presiding officer at the meeting determines that a
nomination was not made in accordance with the terms of the Articles of
Incorporation, he shall so declare at the annual meeting, and the defective
nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings
of the Board and through activities of its committees. During the fiscal year
ended September 30, 1998, the Board of Directors held 12 regular meetings and no
special meetings. No director attended fewer than 75% of the total meetings of
the Board of Directors of the Company and committees listed below on which such
director served during the fiscal year ended September 30, 1998.
The Audit Committee, a standing committee, is comprised of Directors
Kramer, Biggs and Caffery. The Audit Committee meets quarterly to recommend
engagement of independent auditors, receive the internal and independent audit
reports and to recommend appropriate action. The Audit Committee met three times
in fiscal 1998.
The Nominating Committee consists of the entire Board of Directors. The
Nominating Committee is not a standing committee but meets on an annual basis to
nominate persons to serve on the Board of Directors of the Company.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
Director Fees. Non-employee directors of the Company and Bank receive
director fees of $500 and $400 per month, respectively. During fiscal year 1998
each non-employee member of the Board of Directors also received a fee of $100
per committee meeting attended. Advisory directors of the Bank are paid $300 per
quarter for meetings attended. For the fiscal year ended September 30, 1998,
total fees paid by the Company and the Bank to directors were $84,200.
-8-
<PAGE>
Stock Awards. On October 25, 1995, the stockholders of the Company
approved the Teche Holding Company 1995 Stock Option Plan ("1995 Stock Option
Plan") and the Teche Federal Savings Bank Management Stock Plan and Trust
("Management Stock Plan"). Pursuant to the terms of the 1995 Stock Option Plan,
each non-employee director (i.e., Directors Biggs, Friedman, Hine, Kramer,
Olivier, and Caffery) received on the date of stockholder approval options to
purchase 12,696 shares of Common Stock. Under the Management Stock Plan, the
same non-employee directors received 6,771 shares of restricted stock on the
date of stockholder approval. The options granted to these non-employee
directors become first exercisable at a rate of 20% one year from the date of
grant and 20% annually thereafter. Restricted stock granted to these
non-employee directors will vest 20% one year from the date awarded and an
additional 20% annually, thereafter.
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid to the Company's chief executive officer during the fiscal
year ended September 30, 1997. All compensation paid to directors, officers and
employees is paid by the Bank. No other executive officer received cash
compensation in excess of $100,000 during the fiscal year ended September 30,
1997.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation(1) Awards
---------------------------------- -------------------------
Securities
Restricted Underlying All
Name and Other Annual Stock Options/ Other
Principal Position Year Salary Bonus Compensation Awards($)(2) SARs(#) Compensation
- ------------------- ---- ------ ----- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Patrick O. Little, 1998 $142,068 $23,678 $ -- -- -- $32,973(4)
President and CEO 1997 139,373 22,870 -- -- -- $45,832(5)
1996 134,100 17,750 -- $589,941(3) 105,800 $35,127(6)
</TABLE>
- --------------------------------
(1) All compensation set forth in the table was paid by the Bank.
(2) On September 30, 1998, Mr. Little had 16,928 shares of restricted stock in
the aggregate which have a total value of $256,036 (calculated by
multiplying the aggregate number of restricted stock by the Common Stock's
closing market price as of the last day of the fiscal year). Dividends will
be paid on the restricted stock awarded and are accrued and held in arrears
until the restricted stock for which dividends were paid become vested.
(3) The value of the restricted stock granted is calculated by multiplying (i)
the number of restricted stock granted by (ii) the Common Stock's closing
market price as of the date of grant.
(4) Includes 2,180 shares of Common Stock allocated under the ESOP as of
September 30, 1998 with a market value as of September 30, 1998 of $15.125
per share.
(5) Includes 2,222 shares of Common Stock allocated under the ESOP as of
September 30, 1997 with a market value as of September 30, 1997 of $20.63
per share.
(6) Includes 2,602 shares of Common Stock allocated under the ESOP as of
September 30, 1996 with a market value as of September 30, 1996 of $13.50
per share.
Employment Agreements. The Bank is party to an employment agreement
with Patrick O. Little, President and Chief Executive Officer of the Bank
("Agreement"). The Agreement has a term of three years. Mr. Little's base
compensation under the agreement is currently $142,068. The Agreement provides a
disability benefit of 100% of compensation for a period of one year and 65%
thereafter for the remaining term of the Agreement reduced by other disability
benefits furnished by the Bank. The Agreement may be terminated by the Bank for
"just cause" as defined in the Agreement. If the Bank terminates Mr. Little
without just cause, Mr. Little will be entitled to a continuation of his salary
from the date of termination through the remaining term of the Agreement. In the
event of involuntary termination of employment in connection with, or within one
year after, any change in control of the Bank, Mr. Little will be paid a lump
sum amount equal to 2.99 times his base salary. If a change in control had
occurred at September 30, 1998, Mr. Little would have been entitled to a lump
sum payment
-9-
<PAGE>
of approximately $142,068 if he were terminated in connection with such change
in control. The aggregate payments under such provision would be an expense to
the Bank, thereby reducing net income and the Bank's capital by that amount. The
Agreement may be renewed annually by the Board of Directors upon a determination
of satisfactory performance within the Board's sole discretion.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the year ended September
30, 1998 consisted of Directors Hine, Kramer and Friedman.
Report of the Compensation Committee on Executive Compensation
1998 Report of the Compensation Committee on Executive Compensation
The Bank Compensation Committee meets annually to review compensation
paid to the chief executive officer and chief financial officer. The Committee
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 stockholder
institutions in and around the Bank's market areas, including institutions with
total assets of between $300 million and $500 million. Although the Committee
does not specifically set compensation levels for executive officers based on
whether particular financial goals have been achieved by the Bank, the Committee
does consider the overall profitability of the Bank when making these decisions.
The Compensation Committee has the following goals for compensation programs
impacting the executive officers of the Company and the Bank:
o to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the future
value of the Company's stock;
o to retain the executive officers who have led the Company to
build its existing market franchise and to allow the Bank to
attract high quality executive officers in the future by
providing total compensation opportunities which are consistent
with competitive norms of the industry and the Company's level of
performance; and
o to maintain reasonable fixed compensation costs by targeting base
salaries at a competitive average.
During the year ended September 30, 1998, Patrick O. Little, President
and CEO received a base salary of $142,068.00 in recognition of his continued
leadership in the management of the Company and the Bank. Additionally, Mr.
Little has been previously awarded stock options and restricted stock awards
under the Stock Option Plan and the Management Stock Plan. Such awards are
intended to provide incentive to the President for implementation of a business
plan that will enhance shareholder value in the intermediate and long term. The
Committee will consider the annual compensation paid to the presidents and chief
executive officers of publicly owned financial institutions nationally, in the
State of Louisiana and surrounding Southwestern states with assets of between
$300 million and $500 million and the individual job performance of such
individual in consideration of its specific salary increase decision with
respect to compensation to be paid to the president and chief executive officers
in the future.
Compensation Committee:
Virginia Kyle Hine
Dr. Thomas F. Kramer
Henry L. Friedman
-10-
<PAGE>
Other Compensation
Incentive Bonus Plan. The Bank maintains a discretionary cash incentive
bonus plan for the benefit of all employees and another plan for senior
management. Under the employee incentive plan, a cash bonus may be paid to all
employees as a percentage of the employee's monthly base salary. Such bonus
amount is calculated as the product of the ratio of core earnings to average
assets of the Bank multiplied by 100, times each employee's monthly base salary.
Senior management participates in a discretionary bonus plan providing for a
similar bonus award in addition to their participation in the employee bonus
plan. Awards under these plans in the aggregate for the 1998, 1997, and 1996
fiscal years were $247,471, $237,018 and $202,215, respectively.
1995 Stock Option Plan. The Company's Board of Directors has adopted
the 1995 Stock Option Plan, which was approved by the Company's stockholders on
October 25, 1995. Pursuant to the 1995 Stock Option Plan, shares of the Common
Stock were reserved for issuance by the Company upon exercise of stock options
to be granted to officers, directors, and key employees of the Company (or any
present of future parent or subsidiary of the Company). The purpose of the 1995
Stock Option Plan is to provide additional incentive to certain officers,
directors, and key employees by facilitating their purchase of a stock interest
in the Company. The 1995 Stock Option Plan became effective on October 25, 1995
and provides for a term of ten years, after which no awards may be made, unless
earlier terminated by the Board of Directors pursuant to the terms of the 1995
Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Patrick O. Little 0 $0 63,480/42,320 $75,383/$50,255
</TABLE>
- --------------------------
(1) Based on an exercise price of $13.94 and the closing price of the Common
Stock on September 30, 1998 of $15.125.
Pension Plan. The Bank is a participating employer in a
multiple-employer pension plan sponsored by the Financial Institutions
Retirement Fund (the "Pension Plan"). All full-time employees of the Bank are
eligible to participate after one year of service and attainment of age 21. A
qualifying employee becomes fully vested in the Pension Plan upon completion of
five years service or when the normal retirement age of 65 is attained. The
Pension Plan is intended to comply with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual allowance payable under the
Pension Plan is equal to 2% of the average annual salary (excluding overtime and
bonuses) during benefits service multiplied by the number of years of credited
service. A participant who is vested in the Pension Plan may take an early
retirement and elect to receive a reduced monthly benefit beginning as early as
age 45. The Pension Plan also provides for payments in the event of disability
or death. At September 30, 1998, Mr. Patrick Little had 18 years of credited
service under the Pension Plan. Total Bank pension expense for each of fiscal
years 1998, 1997 and 1996, amounted to $0.
-11-
<PAGE>
The following table shows the estimated annual benefits payable under
the Pension Plan based on the respective employee's years of benefit service and
applicable average annual salary, as calculated under the Pension Plan. Benefits
under the Pension Plan are not subject to offset for Social Security benefits.
Years of Benefit Service
---------------------------------------------------
15 20 25 30 35
------- ------ ------ ------ ------
$ 20,000...... $ 6,000 $ 8,000 $10,000 $12,000 $14,000
40,000...... 12,000 16,000 20,000 24,000 28,000
60,000...... 18,000 24,000 30,000 36,000 42,000
80,000...... 24,000 32,000 40,000 48,000 56,000
100,000...... 30,000 40,000 50,000 60,000 70,000
120,000...... 36,000 48,000 60,000 72,000 84,000
150,000...... 45,000 60,000 75,000 90,000 105,000
- --------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
Set forth below is a performance graph for the Common Stock for the
period from April 19, 1995 through September 30, 1998. The performance graph
compares the cumulative total shareholder return on the Common Stock with (a)
the cumulative total shareholder return on stocks included in the American Stock
Exchange, Inc. (AMEX) Market Value Index and (b) the cumulative total
shareholder return on stocks included in the AMEX Financial Sub-Index as
prepared for AMEX by Bloomberg Financial Markets. AMEX no longer provides total
return information, which takes into account the reinvestment of dividends paid,
with respect to either the AMEX Market Value Index or the AMEX Financial
SubIndex, and as a result the Company has decided to provide two additional
indices to compare with the cumulative total shareholder return on the Common
Stock. The two additional indices, as prepared for the Company by Media General
Financial Services, Inc., are: (i) the Media General -- AMEX Market Index, which
takes into account the cumulative total shareholder return on stocks included in
AMEX, and (ii) the SIC Industry Index, which takes into account the cumulative
total shareholder return on the stocks of companies with the same SIC code as
the Company. Comparison with the AMEX Market Value Index, AMEX Financial
Sub-Index, Media General -- AMEX Market Index, and the SIC Industry Index
assumes the investment of $100 as of April 19, 1995. The cumulative total return
for the indices and for the Company is computed with the reinvestment of
dividends at the frequency with which dividends, if any, were paid during the
period.
-12-
<PAGE>
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
============================================================================================
4/19/95 9/29/95 9/30/96 9/30/97 9/30/98
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMEX Market Value (1) 100.00 115.14 120.79 -- --
- --------------------------------------------------------------------------------------------
AMEX Financial Sub-Index(1) 100.00 114.17 132.27 -- --
- --------------------------------------------------------------------------------------------
Teche Holding Company 100.00 120.56 122.87 193.60 145.86
- --------------------------------------------------------------------------------------------
Media General--AMEX Market Index 100.00 113.42 118.05 143.55 125.39
- --------------------------------------------------------------------------------------------
SIC Industry Index 100.00 122.62 144.60 239.13 218.83
============================================================================================
</TABLE>
- -------------------------
(1) AMEX stopped providing total return information for the AMEX Financial
Sub-Index and the AMEX Market Value Index for years after 9/30/96 and
as a result no information is available after September 30, 1996.
-13-
<PAGE>
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Except as indicated below, no directors, executive officers, or
immediate family members of such individuals were engaged in transactions with
the Bank or any subsidiary involving more than $60,000 during the year ended
September 30, 1998. Furthermore, the Bank had no "interlocking" relationships
existing during the year ended September 30, 1998 in which (i) any executive
officer is a member of the Board of Directors/Trustees of another entity, one of
whose executive officers is a member of the Bank's Board of Directors, or where
(ii) any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Bank's Board of
Directors.
Director Mary Coon Biggs is a senior partner in the law firm Biggs,
Trowbridge, Supple, Cremaldi & Curet, L.L.P. located in Franklin, Louisiana.
Biggs, Trowbridge, Supple, Cremaldi & Curet, L.L.P. has rendered to the Bank a
variety of legal services, primarily in connection with ordinary and foreclosure
proceedings; commercial law matters; title examinations; document preparation;
and correspondence with auditors. During the fiscal year ended September 30,
1998, Biggs, Trowbridge, Supple, Cremaldi & Curet, L.L.P. received approximately
$67,198 in fees for all legal services rendered to the Bank.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive officers and directors of the Bank have been made in the ordinary
course of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. All loans
by the Bank to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Bank.
- --------------------------------------------------------------------------------
RATIFICATION OF INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------
Deloitte & Touche LLP was the Company's independent auditor for the
1998 fiscal year. The Board of Directors has approved the selection of Deloitte
& Touche LLP as its auditor for the 1999 fiscal year, subject to ratification by
the Company's stockholders. A representative of Deloitte & Touche LLP is
expected to be present at the Meeting to respond to stockholders' questions and
will have the opportunity to make a statement if he or she so desires.
Ratification of the appointment of the auditor requires the approval of
a majority of the votes cast by the stockholders of the Company at the Meeting.
The Board of Directors recommends that stockholders vote "FOR" the ratification
of the appointment of Deloitte & Touche LLP as the Company's auditor for the
1999 fiscal year.
- --------------------------------------------------------------------------------
ANNUAL REPORTS AND FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998, as filed with the SEC, will be furnished without
charge to stockholders as of the record date upon written request to the
secretary, Teche Holding Company, 211 Willow Street, Franklin, Louisiana, 70538.
-14-
<PAGE>
The Company's 1998 Annual Report to Stockholders, including financial
statements, will be mailed with this Proxy Statement on December 17, 1998 to all
stockholders of record as of the close of business on November 23, 1998. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
- --------------------------------------------------------------------------------
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 matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
211 Willow Street, Franklin, Louisiana 70539, no later than August 16, 1999 and
meet the applicable regulatory requirements.
In the event the Company receives notice of a stockholder proposal to
take action at next year's annual meeting of stockholders that is not submitted
for inclusion in the Company's proxy material, or is submitted for inclusion but
is properly excluded from the proxy material, the persons named in the proxy
sent by the Company to its stockholders intend to exercise their discretion to
vote on the stockholder proposal in accordance with their best judgment if
notice of the proposal is not received at the Company's main office by October
30, 1999. The Articles of Incorporation provide that if notice of a stockholder
proposal to take action at next year's annual meeting is not received at the
Company's main office by October 30, 1999, the proposal will not be eligible for
presentation at that meeting.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting 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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
------------------------------------------
W. Ross Little, Jr.
Secretary
Franklin, Louisiana
December 17, 1998
-15-
<PAGE>
- --------------------------------------------------------------------------------
TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
(318) 828-3212
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 1999
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Teche Holding
Company (the "Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at the Alex P. Allain
Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 20, 1999, at
2:00 p.m. and at any and all adjournments thereof, in the following manner:
FOR ALL
FOR WITHHELD EXCEPT
--- -------- -------
1. The election as director of all nominees
listed below: |_| |_| |_|
W. Ross Little
Mary Coon Biggs
Thomas F. Kramer, M.D.
INSTRUCTIONS: To withhold your vote for some, but not all, nominees mark "For
All Except" and write that nominee's name on the line provided below.
----------------------------------------------------------
2. The ratification of the appointment of FOR AGAINST ABSTAIN
--- ------- -------
Deloitte & Touche LLP as independent
auditors of Teche Holding Company, for
the fiscal year ending September 30, 1999. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH 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.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and a
Proxy Statement dated December 17, 1998.
Please check here if you
Dated: , 199___ |_| plan to attend the Meeting.
----------------------
- ---------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ---------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
