[AVOCA LETTERHEAD]
February 16, 1996
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Via Edgar Electronic Filing System
In Re: File Number 0-1026
------------------
Gentlemen:
Pursuant to regulations of the Securities and Exchange
Commission, submitted herewith for filing on behalf of Avoca,
Incorporated (the "Company"), is the Company's Definitive Proxy Statement dated
February 16, 1996.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
Sincerely,
/s/ Edward B. Grimball
-----------------------------
Edward B. Grimball
Executive Vice President &
Chief Financial Officer
(504) 586-7570
EBG/drm
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 ss. 240.14a-11(c) or ss. 240.14a-12
- ---
Avoca, Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
- ---
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
- ---
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- ---
1) Title of each class of securities to which transaction applies:
Not Applicable
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
Not Applicable
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
Not Applicable
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
Not Applicable
-----------------------------------------------------------------------
5) Total fee paid:
Not Applicable
-----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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: Not Applicable
------------------------------------------------
2) Form Schedule or Registration Statement No.: Not Applicable
---------------------------
3) Filing Party: Not Applicable
----------------------------------------------------------
4) Date Filed: Not Applicable
------------------------------------------------------------
[AVOCA LETTERHEAD]
February 16, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders which
will be held on the second floor of the Main Office of Whitney National Bank,
228 St. Charles Avenue, New Orleans, Louisiana 70130 at 11:00 a.m. on Tuesday,
March 19, 1996. Enclosed you will find the formal Notice of Annual Meeting and
Proxy Statement.
Your vote is important. Whether or not you expect to attend the meeting, please
mark, date, sign and promptly return the attached proxy in the accompanying
envelope, which requires no postage if mailed in the United States. You may, of
course, later revoke your proxy and vote in person.
/s/ Edward B. Grimball
Edward B. Grimball
President
[AVOCA LETTERHEAD]
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of Avoca, Incorporated will be held
on the second floor of the Main Office of Whitney National Bank, 228 St. Charles
Avenue, New Orleans, Louisiana, on Tuesday, March 19, 1996 at 11:00 a.m. for the
following purposes:
1. Fixing the number of directors for the ensuing year;
2. Election of directors to serve for one year and until their
successors are chosen and have qualified;
3. Transaction of such other business as may properly come before
the meeting or any adjournments thereof.
The close of business on February 8, 1996 has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
meeting.
By order of the Board of Directors
M. Cleland Powell, III
Secretary-Treasurer
New Orleans, Louisiana
February 16, 1996
Avoca, Incorporated
P.O. Box 61260
New Orleans, Louisiana 70161
Proxy Statement
The enclosed proxy is solicited by the Board of Directors of Avoca,
Incorporated ("the Company") for use at the Annual Meeting of Shareholders to be
held on March 19, 1996 and at any adjournments thereof. If properly and timely
completed and returned, the proxy will be voted in the manner you specify
thereon. If no manner is specified, the proxy will be voted for management's
proposal to fix, at five, the number of directors to be elected for the ensuing
year, and for election of the nominees for director hereinafter named.
The proxy may be revoked by giving written notice of revocation to the
Company's secretary or by filing a properly executed proxy of later date with
the secretary at or before the meeting.
The cost of soliciting proxies will be borne by the Company. Directors
and officers of the Company may solicit proxies by personal interview, mail,
telephone and other means, but will not receive additional compensation
therefor.
It is expected that this proxy statement and related materials will
first be mailed to shareholders on or about February 16, 1996.
Voting Securities
Only shareholders of record as of the close of business on February 8,
1996 are entitled to vote at the meeting. At that time, 830,500 shares of the
Company's Common Stock (being the Company's only class of authorized stock) were
outstanding. Each share is entitled to one vote. A majority of votes actually
cast (which excludes abstentions and broker nonvotes) shall decide any matter
properly coming before the meeting, except that directors shall be elected by
plurality vote. In the election of directors, shareholders have the right of
cumulative voting, i.e., the right to multiply the number of shares that the
shareholders are entitled to vote by the number of directors to be elected, and
to cast all such votes for one nominee or distribute them among two or more
nominees. The nominees receiving the highest number of votes will be elected.
The enclosed proxy gives proxy holders discretionary authority to cumulate votes
in the election of directors.
2 AVOCA, Incorporated
The following table provides information as of January 12, 1996
concerning each stockholder known by the Company to be the beneficial owner (as
determined in accordance with applicable rules of the Securities and Exchange
Commission) of more than 5% of its outstanding stock:
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned Class
- --------------------------------------------------------------------------------
Whitney National Bank
228 St. Charles Avenue
New Orleans, Louisiana 70130 268,000 32.27%
Hellenic, Inc.
800 David Drive
Morgan City, Louisiana 70380 75,000 9.03%
Sandy Run Farm L.L.C.
76036 Highway 1082
Covington, Louisiana 70433 59,000 (1) 7.10%
<FN>
(1) Sandy Run Farm L.L.C. is a limited liability company owned and controlled
by the Estate of Mrs. Dorothy S. Milling and members of Mrs. Milling's family.
</FN>
Number and Election of Directors
The Company's Charter provides for a Board of Directors consisting of
such number of persons, not less than five or more than fifteen, as is fixed by
the shareholders prior to each election of directors. The Company's Board
consisted of five persons for many years. Although the Board was increased to
six persons in 1990, the number was reduced to five by the death of John J.
Zollinger, Jr. on May 19, 1995. The vacancy created by Mr. Zollinger's death has
not been filled and management proposes to leave at five the number of directors
to be elected for the ensuing year. Unless you specify otherwise, proxy holders
will vote for this proposal and for election of the management nominees
hereinafter named, who are to serve for one year and until their successors are
chosen and have qualified. All nominees are members of the Company's present
Board and were elected at the last annual meeting. Should the number of
directors be fixed at more than five or should any of the nominees become
unavailable for election, which is not anticipated, proxy holders may in their
discretion vote for other nominees recommended by the Board.
AVOCA, Incorporated 3
The following table includes information furnished by the respective nominees
with regard to their principal occupations for the last five years and their
beneficial ownership (as determined in accordance with applicable rules of the
Securities and Exchange Commission) of the Company's outstanding stock as of
January 12, 1996.
Name, Age, Position with Shares Percent
Company and Principal Director Beneficially of
Occupation Since Owned Owned
- --------------------------------------------------------------------------------
Richard W. Fox, 40;
Manager, Sandy Run Farm L.L.C.
(land management, farming and
investments); formerly Vice
President, FirstNBC (Trust
Investment Department) 1995 None ---
Edward B. Grimball, 51;
Director and President of the
Company; since September, 1990,
Chief Financial Officer and Vice
President (Executive Vice
President since October, 1991),
Whitney National Bank; 1993 None ---
Peter V. Guarisco, 68; President,
Hellenic, Inc. (real estate, oil and
gas, investments, construction);
director, Sterling Sugars, Inc. 1995 2,000(1) .24%
Guy C. Lyman, Jr., 63; Director of
the Company; Attorney, Milling,
Benson, Woodward, Hillyer, Pierson
& Miller, L.L.P. 1993 None ---
M. Cleland Powell, III, 47;
Director and Secretary-Treasurer
of the Company; Senior Vice
President, Whitney National Bank 1986 None ---
All directors and officers as a
group --- 2,000 .24%
<FN>
(1) Excludes 75,000 shares owned by Hellenic, Inc., of which Mr. Guarisco is
president, a director and shareholder. Mr. Guarisco disclaims beneficial
ownership of such shares.
</FN>
4 AVOCA, Incorporated
Information Concerning Management
Executive Compensation
Except for quarterly fees of $250 per director, all officers and directors
of the Company serve without remuneration.
Certain Relationships
Messrs. Grimball and Powell represent the stockholder's interest of Whitney
National Bank, which owns 32.27% of the Company's outstanding stock.
Mr. Guarisco represents the stockholder's interest of Hellenic, Inc., which
owns 9.03% of the Company's outstanding stock.
Mr. Fox represents the stockholder's interest of Sandy Run Farm L.L.C.,
which owns 7.10% of the Company's outstanding stock.
Mr. Lyman's professional law corporation is a partner of the law firm of
Milling, Benson, Woodward, Hillyer, Pierson & Miller, L.L.P., which acts as
legal counsel for the Company and, together with other law firms, represents
Whitney National Bank and its parent, Whitney Holding Corporation, on a regular
basis.
Other Information
The Company has no standing audit, nominating or compensation committees,
or committees performing similar functions.
In addition to actions taken by unanimous written consent, the Board held
five meetings during the year. Each director attended all of the meetings held
during the period he served, except that Messrs. Guarisco and Zollinger each
were absent from one meeting.
Accountants
It is anticipated that Ernst & Young LLP, which has audited the Company's
financial statements since 1950, will be asked to serve as the Company's
independent public accountants for 1996. A representative of Ernst & Young LLP
is expected to be present at the Annual Meeting and to be available to respond
to appropriate questions. He will have an opportunity to make a statement if he
desires to do so.
Shareholder Proposals
In order to be considered for inclusion in the proxy statement and proxy
relating to the 1997 Annual Meeting of Shareholders, proposals of shareholders
must be received at the Company's principal executive office no later than
October 21, 1996.
AVOCA, Incorporated 5
Other Matters
The matters to be acted on at the Annual Meeting are set forth in the
accompanying Notice. The Board knows of no other business to be presented at the
meeting, but if other matters requiring a vote are properly presented at the
meeting or any adjournments thereof, proxy holders will vote or abstain from
voting thereon in accordance with their best judgment.
By order of the Board of Directors
M. Cleland Powell, III
Secretary-Treasurer
6 AVOCA, Incorporated
- --------------------------------------------------------------------------------
When properly executed and returned, this proxy will be voted in the manner
specified thereon. If no manner is specified, the proxy will be voted for
proposals 1 and 2.
P P
DATE __________________________________, 1996.
R ---------------------------------------------- R
SIGNATURE OF SHAREHOLDER
NOTE: Please sign as your name appears hereon.
O If shares are held by joint owners, both should O
sign. When signing as attorney-in-fact,
executor, administrator, trustee or guardian,
please give your full title as such. If a
X corporation, please sign in full corporate name X
by authorized officer. If a partnership, please
sign in full partnership name by authorized
person.
Y (Continued on reverse side) Y
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
AVOCA, INCORPORATED SOLICITED BY THE BOARD OF DIRECTORS
P P
The undersigned hereby appoints Edward B. Grimball and M. Cleland
Powell, III, and each of them, proxies with full power of substitution,
to represent and to vote all shares of Common Stock of Avoca,
Incorporated which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of said corporation to be held on Tuesday,
R March 19, 1996 and at any adjournments thereof (1) as hereinafter R
specified upon the proposals listed below and (2) in their discretion
upon such other business as may properly come before the meeting.
A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS
O 1.Proposal to fix, at five, the number of directors for the ensuing year. O
For Against Abstain
----- ----- -----
2.Election of Directors.
For all or any of the nominees listed Withhold authority to vote
X below (except as indicated to the for all or any of the X
contrary below) nominees listed below
----- -----
Richard W. Fox, Edward B. Grimball, Peter V. Garisco, Guy C. Lyman, Jr.,
M. Cleland Powell, III
(INSTRUCTION: To withhold authority to vote for any individual nominee,
Y write that nominee's name in the space provided below.) Y
- --------------------------------------------------------------------------------
All as set forth in the Notice and Proxy Statement for the meeting, receipt of
which is hereby acknowledged.
TO BE SIGNED ON REVERSE SIDE