[MILLING BENSON WOODWARD L.L.P. LETTERHEAD]
February 19, 2002
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Avoca, Incorporated
(Commission File No. 0-9219)
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Gentlemen:
On behalf of Avoca, Incorporated (the "Registrant") and pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended (the "Act"),
we are transmitting herewith, in definitive form, the Registrant's proxy
statement (including related Schedule 14A Information, notice of annual meeting,
form of proxy and letter to shareholders) for the Registrant's 2002 annual
meeting of shareholders. These proxy materials, together with the Registrant's
2001 Annual Report to Shareholders, were first mailed to security holders on
February 19, 2002.
Under separate cover, pursuant to Rule 14a-3(c) under the Act, we
are mailing to the Commission, solely for its information, seven copies of the
Registrant's 2001 Annual Report to Shareholders.
If you have any questions, please do not hesitate to call me at the
number written above.
Very truly yours,
/s/ Guy C. Lyman, Jr.
Guy C. Lyman, Jr.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant X
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Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
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Avoca, Incorporated
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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.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
Not Applicable
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2) Aggregate number of securities to which transaction applies:
Not Applicable
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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):
Not Applicable
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4) Proposed maximum aggregate value of transaction:
Not Applicable
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5) Total fee paid:
Not Applicable
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Fee paid previously with preliminary materials.
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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
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2) Form Schedule or Registration Statement No.: Not Applicable
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3) Filing Party: Not Applicable
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4) Date Filed: Not Applicable
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[AVOCA LOGO]
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of Avoca, Incorporated will be held
on the 2nd Floor of the Main Office of the Whitney National Bank, 228 St.
Charles Avenue, New Orleans, Louisiana, on Tuesday, March 19, 2002 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 and any adjournment or postponement thereof.
The close of business on February 7, 2002 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 19, 2002
Avoca, Incorporated
228 St. Charles Avenue, Suite 838
New Orleans, Louisiana 70130
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, 2002 and at any adjournment or postponement 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.
This proxy statement and related materials will first be mailed to
shareholders on or about February 19, 2002.
Voting Securities
Only shareholders of record as of the close of business on February 7,
2002 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 10, 2002
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 72,875(1) 8.77%
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(1) These shares are included in the reported beneficial holdings of J. Scott
Tucker, a director of the Company. Mr. Tucker is President, Chief Executive
Officer and a director of Hellenic, Inc.
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 has
consisted of five persons for many years, and management again proposes to fix
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 10, 2002.
Name, Age, Position with Shares Percent
Company and Principal Director Beneficially of
Occupation Since Owned Class
Robert C. Baird, Jr., 51;
Director and President
of the Company; Executive
Vice President, Whitney
National Bank 1998 None ---
Bernard E. Boudreaux, Jr., 64;
Director of the Company;
Executive Counsel to the
Governor of Louisiana;
formerly District Attorney,
16th Judicial District of
Louisiana; director, Sterling
Sugars, Inc. 2001 400(2) .048
Guy C. Lyman, Jr., 69;
Director of the Company;
Attorney, Milling Benson
Woodward L.L.P. 1993 None ---
M. Cleland Powell, III, 53;
Director and Secretary-
Treasurer of the Company;
Senior Vice President,
Whitney National Bank 1986 None ---
J. Scott Tucker, 54;
Director and Vice President
of the Company;
President and Chief
Executive Officer
(since 1/12/98) and
formerly Chief Financial
Officer, Hellenic, Inc.
(real estate, oil and gas,
investments, construction) 1998 103,829(3) 12.502
All directors and officers
as a group --- 104,229 12.550
(1) Unless otherwise indicated, includes sole voting and investment power with
respect to reported holdings.
(2) Mr. Boudreaux's 401(k) retirement plan is the record owner of these shares.
(3) Mr. Tucker's reported beneficial ownership consists of the 72,875 shares
owned by Hellenic, Inc. and 30,954 shares owned by Capital Management
Consultants, Inc., of which he is Chief Financial Officer, a director and
shareholder. Mr. Tucker has shared voting and investment power with respect
to these shares.
4 AVOCA, Incorporated
Information Concerning Management
Executive Compensation
Except for directors' fees of $500 per meeting, all officers and directors
of the Company serve without remuneration.
Certain Relationships
Messrs. Baird and Powell are senior officers of Whitney National Bank,
which owns 32.27% of the Company's outstanding stock.
Mr. Tucker is President, Chief Executive Officer and a director of
Hellenic, Inc. (which owns 8.77% of the Company's outstanding stock), and Chief
Financial Officer, a director and shareholder of Capital Management Consultants,
Inc. (which owns 3.73% of the Company's outstanding stock).
Other Information
The Company has no standing audit, nominating or compensation committees,
or committees performing similar functions.
The Board of Directors, which includes all of the Company's officers,
has (a) reviewed and discussed the Company's audited financial statements as of
and for the year ended December 31, 2001; (b) discussed with the Company's
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communications with Audit Committees," as amended,
by the Auditing Standards Board of the American Institute of Certified Public
Accountants; (c) received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard No. 1,
"Independence Discussions with Audit Committees," as amended, by the
Independence Standards Board, and has discussed with the independent auditors
the independent auditors' independence and (d) based on the reviews and
discussions referred to above, concluded that the audited financial statements
should be included in the Company's 2001 Annual Report on Form 10-KSB for filing
with the Securities & Exchange Commission.
The Company's Board of Directors (consisting of Messrs. Baird, Boudreaux,
Lyman, Powell and Tucker) held four meetings during the year. All directors
attended all of the meetings.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors, officers and certain shareholders are required to file with the
Securities and Exchange Commission reports of their beneficial ownership of the
Company's stock and changes therein. All such reporting requirements were
complied with during 2001.
AVOCA, Incorporated 5
Independent Auditors
Appointment
It is anticipated that Arthur Andersen LLP, which has acted as the
Company's independent auditors for the last three years, will be asked to serve
again in this capacity for 2002. A representative of Arthur Andersen 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.
Audit Fees
Fees aggregating $17,000 were billed for professional services rendered for
the audit of the Company's annual financial statements as of and for the year
ended December 31, 2001 and for the reviews of the quarterly financial
statements included in the Company's Forms 10-QSB for the year.
All Other Fees
Fees aggregating $3,000 were billed for professional services rendered for
preparation of the Company's income tax returns for the year ended December 31,
2001. The Board of Directors has concluded that the provision of these services
is compatible with maintaining the auditors' independence.
Shareholder Proposals and Other Matters
In order to be considered for inclusion in the proxy statement and proxy
relating to the 2003 Annual Meeting of Shareholders, proposals of shareholders
must be received by the Company at its principal executive office (228 St.
Charles Avenue, Suite 838, New Orleans, Louisiana 70130) no later than October
22, 2002. In addition, if the Company receives notice of a shareholder proposal
or other matter after January 6, 2003, the proxy holders named in the form of
proxy for the 2003 Annual Meeting will have discretionary authority to vote or
abstain from voting thereon in accordance with their best judgment.
The matters to be acted on at 2002 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 adjournment or postponement 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
[AVOCA LOGO]
228 ST. CHARLES AVENUE
SUITE 838
NEW ORLEANS, LA 70130
(504) 552-4720
February 19, 2002
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders which
will be held on the 2nd Floor of the Main Office of the Whitney National Bank,
228 St. Charles Avenue, New Orleans, Louisiana 70130 at 11:00 a.m. on Tuesday,
March 19, 2002. 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.
Robert C. Baird, Jr.
President
Please Detach and Mail in the Envelope Provided
A : X Please mark your
--- votes as in this
example.
2.Election of Directors. FOR WITHHOLD AUTHORITY
all nominees to vote
listed at right for all nominees
(except as marked listed at right.
to the contrary
below).
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "FOR" box and write that nominee's name in the space provided below).
Nominees: Robert C. Baird, Jr., Bernard E. Boudreaux, Jr., Guy C. Lyman, Jr., M.
Cleland Powell, III, J. Scott Tucker
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A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS
1.Proposal to fix, at five, the number of directors for the ensuing year.
FOR AGAINST ABSTAIN
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In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
Change of Address and/
or Comments Mark Here
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Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.
Signature Signature Dated ,2002
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NOTE: The signature on this Proxy should correspond exactly with stockholder's
name as printed above. In the case of joint owners, co-executors, attorneys-
in-fact, or co-trustees, both should sign. Persons signing as Attorney-in-fact,
Executor, Administrator, Trustee or Guardian should give their full title. If a
corporation, sign in full corporate name by authorized officer. If a
partnership, please sign in full full partnership name by authorized person.
AVOCA, INCORPORATED
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors of
Avoca, Incorporated
The undersigned hereby appoints Robert C. Baird, Jr. and M. Cleland Powell, III,
and each of them, with full power of substitution in each, proxies to represent
and to vote all shares of Common Stock of Avoca, Incorporated which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders to be
held on March 19, 2002, and at any adjournment or postponement thereof, as
indicated on the reverse side.
When properly executed and returned, this proxy will be voted in accordance with
such instructions as may be given on the reverse side of this proxy card by the
undersigned shareholder. If no instructions are given, this proxy will be voted
FOR proposals 1 and 2.
(Continued, and to be signed and dated on reverse side.)