[MILLING BENSON WOODWARD L.L.P.]
February 17, 2004
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Avoca, Incorporated
(Commission File No. 0-9219)
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 2004 annual
meeting of shareholders, together with a supplement thereto which provides
certain disclosures which were inadvertently omitted from the proxy statement.
These proxy materials, together with the Registrant's 2003 Annual Report to
Shareholders, were first mailed to security holders on February 17, 2004.
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 2003 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/Charles A. Snyder
Charles A. Snyder
CAS/kf315369
Enclosures
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 section 240.14a-12
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.
[ ] 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: 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 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): Not applicable
4) Proposed maximum aggregate value of transaction: Not
applicable
5) Total fee paid: Not applicable
[ ] 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: Not applicable
2) Form, Schedule or Registration Statement No.: Not applicable
3) Filing Party: Not applicable
4) Date Filed: Not applicable
[AVOCA LOGO]
Notice of Annual Meeting of Shareholders
To the Shareholders:
The Annual Meeting of Shareholders of Avoca, Incorporated will be held in
the 2nd Floor Board Room, Whitney National Bank, 228 St. Charles Avenue, New
Orleans, Louisiana, on Tuesday, March 16, 2004 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. Preliminary discussion of the possible reduction in number of
shareholders by a 100 to one reverse stock split so as to qualify
for deregistration under the Securities Exchange Act of 1934. No
action will be taken at this meeting.
4. Transaction of such other business as may properly come before the
meeting and any adjournment or postponement thereof.
The close of business on February 6, 2004 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 17, 2004
[AVOCA LOGO]
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 16, 2004 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 annual meeting. Your proxy will be deemed revoked
if you attend the meeting and vote in person.
The cost of soliciting proxies will be borne by the Company. Directors and
other representatives of the Company may solicit proxies by personal interview,
mail, telephone, telefax 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 17, 2004.
Voting Securities
Only shareholders of record as of the close of business on February 6, 2004
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 9, 2004 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(1) Class
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Whitney National Bank
228 St. Charles Avenue
New Orleans, Louisiana 70130 268,000 (2) 32.27%
Hellenic, Inc.
800 David Drive
Morgan City, Louisiana 70380 72,875 (3) 8.77%
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(1) Includes direct and indirect ownership and, unless otherwise indicated, also
includes sole voting and investment power with respect to reported holdings.
(2) Robert C. Baird, Jr. and M. Cleland Powell III, directors of the Company,
are senior officers of Whitney National Bank.
(3) J. Scott Tucker, a director of the Company, is President, Chief Executive
Officer and a director of Hellenic, Inc. He is also Chief Financial Officer, a
director and shareholder of Capital Management Consultants, Inc., a related
company that owns 3.73% of the Company's outstanding stock.
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 other than
Mr. Laborde are members of the Company's present Board and were elected at the
last annual meeting. Mr. Laborde is a member of the Company's present Board, but
was appointed to the position in September of 2003 to fill the vacancy created
by Mr. Lyman's retirement from the Board. 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 such other candidate(s) as may be nominated 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 9, 2004.
Name, Age, Position with Shares Percent
Company and Principal Director Beneficially of
Occupation Since Owned (1) Class
Robert C. Baird, Jr., 53; 1998 None *
Director and President of
the Company; Executive Vice
President, Whitney National
Bank; President, Berwick
Land Co., Inc.; President,
Terre Aux Boeufs Land Co.,
Inc.
Bernard E. Boudreaux, Jr., 66; 2001 400(2) .048
Director of the Company; Attorney,
Breazeale, Sachse & Wilson, L.L.P.;
formerly Executive Counsel to
the Governor of Louisiana;
formerly District Attorney, 16th
Judicial District of Louisiana;
Director, Sterling Sugars, Inc.
John P. (Jack) Laborde, 54; 2003 None ---
Director of the Company; President,
Overboard Holdings, L.L.C.;
President, All Aboard Development
Corporation
M. Cleland Powell, III, 55; 1986 None ---
Director and Secretary-Treasurer
of the Company; Senior Vice President,
Whitney National Bank; Vice President-
Treasurer, Terre Aux Boeufs Land Co.,
Inc.
J. Scott Tucker, 56; Director 1998 104,029(3) 12.526
and Vice President of the Company;
President and Chief Executive
Officer, Hellenic, Inc. (real estate,
oil and gas, investments,
construction)
All directors and officers as a group --- 104,429 12.574
(1) Includes direct and indirect ownership and, unless otherwise indicated,
also 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 72,875 shares owned
by Hellenic, Inc. (of which he is President, Chief Executive Officer and a
director), 30,954 shares owned by Capital Management Consultants, Inc. (a
related company of which he is Chief Financial Officer, a director and
shareholder) and 200 shares owned of record by Mr. Tucker's wife. Mr.
Tucker has shared voting and investment power with respect to all of these
shares.
AVOCA, Incorporated 4
Information Concerning Management
Executive Compensation
Except for directors' fees of $500 per Board meeting, all officers and
directors of the Company serve without remuneration.
Nominating Committee
The Board of Directors of the Company consists of five Directors. It has
been determined by the Board that with such few Directors, a standing nominating
committee is unnecessary and counterproductive. Each Director participates in
the identification and consideration of Director nominees. As such, the entire
Board of Directors acts as a committee of the whole for that purpose.
There is no distinct charter for the Board of Directors acting in the
capacity of a nominating committee. Each of the Directors is "independent," as
that terms is defined by NASDAQ.
The Board of Directors has no formal policy with regard to the
consideration of any Director candidates recommended by shareholders, but has a
history of considering and accepting such nominees of significant shareholders.
Shareholder nominations for Director should be mailed directly to the President
of the Company, and should be received by the President no later than December
15 of each year. Minimum qualifications for a Director candidate include a
demonstrated ability in the business arena, and a reputation for high integrity.
In filling vacancies on the Board, the remaining Directors look for persons
whose expertise and business experience would complement the other Directors'
expertise and experience relative to the operations of the Company.
Additionally, the Board considers whether it is desirable to have a vacancy
filled by someone independent of the Company and its major shareholders. The
evaluation process is the same regardless of whether the nominee is recommended
by the Board of Directors or by a shareholder.
The Company will deliver any materials addressed to any one or more
Directors to the respective addresses. Each Director has also agreed to use
reasonable efforts to attend all shareholders' meetings and be available for
questions, though each reserves the right not to answer any particular question
or to refer the question to someone else whom the Director believes in a better
position to answer the question.
Other Information
The Board of Directors, acting as a committee of the whole, performs the
functions of an audit committee and a compensation committee. The Company has a
"Disclosure Committee" (composed of all members of the Board of Directors other
than Mr. Baird) charged with adopting and implementing procedures to test the
accuracy of the Company's disclosures.
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, 2003; (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 2003 Annual Report on Form 10-KSB for filing
with the Securities and Exchange Commission.
During the year, the Company's Board of Directors (consisting of Messrs.
Baird, Boudreaux, Lyman (until September 10, 2003), Powell, Tucker and Laborde
(since
AVOCA, Incorporated 5
September 11, 2003)) met 5 times, including one due diligence session conducted
to assure the Company's compliance with the Sarbanes-Oxley Act of 2002. All
directors attended all of the meetings for which they were Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors, officers and certain large shareholders are required to file
with the Securities and Exchange Commission reports of their beneficial
ownership of the Company's stock and changes therein. To the Company's
knowledge, all such reporting requirements were complied with during 2003, with
the exception of Mr. Laborde's Initial Statement of Beneficial Ownership of
Securities (of which he owns none) which was filed, but not by the prescribed
date.
Independent Auditors
Appointment
It is anticipated that LeGlue & Company, CPAs, which has acted as the
Company's independent auditors since July 2002, will be asked to serve again in
this capacity for 2004. A representative of LeGlue & Company, CPAs 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
wishes to do so.
Audit Fees
Fees aggregating $15,000 were billed for professional services rendered for
the audit of the Company's annual financial statements for the year ended
December 31, 2003 and for the reviews of the quarterly financial statements
included in the Company's Forms 10-QSB for that year.
Financial Information Systems Designed and Implementation Fees No such fees were
billed for the year ended December 31, 2003.
All Other Fees
Fees aggregating $3,162 were billed for professional non-audit services
rendered for the year ended December 31, 2003. The Board of Directors has
concluded that the provision of these services was and is compatible with
maintaining the accountants' independence.
Shareholder Proposals and Other Matters
In order to be considered for inclusion in the proxy statement and proxy
relating to the 2005 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, 2004. In addition, if the Company receives notice of a shareholder proposal
or other matter after January 6, 2005, the proxy holders named in the form of
proxy for the 2005 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 the 2004 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
ANNUAL MEETING OF SHAREHOLDERS OF
March 16, 2004
[AVOCA LOGO]
February 17, 2004
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders which
will be held in the Second Floor Board Room, Whitney National Bank, 228 St.
Charles Avenue, New Orleans, Louisiana 70130 at 11:00 a.m. on Tuesday, March 16,
2004. 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/Robert C. Baird, Jr.
Robert C. Baird, Jr.
President
Please detach along perforated line and mail in the envelope provided
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A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: X
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|
2. Election of Directors. |
Nominees | FOR AGAINST ABSTAIN
|
FOR ALL NOMINEES Robert C. Baird, Jr. |
- --- --- | --- --- ---
Bernard E. Boudreaux, Jr. |
--- | 1. Proposal to fix, at five, the number of directors for
WITHHOLD AUTHORITY John P. ("Jack") Laborde | the ensuing year.
- --- --- |
M. Cleland Powell, III | In their discretion, the Proxies are authorized to vote upon
--- | such other matters as may properly come before the meeting
FOR ALL NOMINEES J. Scott Tucker | or any adjournment or postponement thereof.
- --- --- |
|
|
FOR ALL EXCEPT | Please Sign, Date and Return the Proxy Promptly Using
- --- (See instructions below) | the Enclosed Envelope.
|
INSTRUCTION: To withhold authority to vote for any | TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE
- ----------- individual nominee(s), mark "FOR ALL | SIDE HEREOF.
EXCEPT" and fill in the circle next to each |
nominee you wish to withhold, as shown |
here: --- |
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|
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To change the address on your account, please check the |
box at right and indicate your new address in the address |
space above. Please note that changes to the registered |
name(s) on the account may not be submitted via this |
method. |
--- |
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Signature of Shareholder Date: Signature of Shareholder Date:
---------------------- ---------- ---------------------- ---------
Note: Please sign exactly as your name or names appears on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
PROXY
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 16, 2004, 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.)
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COMMENTS:
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