AMERICAN BANCSHARES OF HOUMA, INC.
801 Barrow Street/P. O. Box 110
Houma, Louisiana 70361
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO THE SHAREHOLDERS OF AMERICAN BANCSHARES OF HOUMA, INC.
(Holding Company of American Bank and Trust Company of Houma (American
Bank))
On April 27, 1995, American Bancshares of Houma, Inc. will host its
annual shareholders' meeting in the American Bank boardroom, 801 Barrow
Street, Houma, Louisiana, at 3:00 P.M. During the meeting, the
following matters will be considered:
1. Election of thirteen (13) directors.
2. Such other business as may be presented for consideration from
the floor.
Shareholders of record at the close of business thirty (30) days
preceding the annual shareholders' meeting (March 28, 1995), are
entitled to vote their shares on action proposed at the meeting.
Whether or not you plan to attend the annual meeting, please mark, date
and sign the enclosed proxy and return it promptly in the enclosed,
postage-paid envelope.
We welcome your attendance at the meeting, and you do retain the right
to revoke the proxy and vote in person should you attend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert W. Boquet
Robert W. Boquet
President and
Chief Executive Officer
Houma, Louisiana
April 6, 1995
AMERICAN BANCSHARES OF HOUMA, INC.
801 Barrow Street
Houma, Louisiana 70361
April 6, 1995
PROXY STATEMENT
This proxy statement is furnished to all shareholders of American
Bancshares of Houma, Inc. (American Bancshares, or the Company) by the
Board of Directors in solicitation of the privilege to vote your shares
of stock on your behalf in case you do not attend the annual
shareholders' meeting, which will be held at 3:00 P.M., April 27, 1995,
and any adjournment thereof. If you attend the meeting, you do retain
the right to revoke the proxy and vote in person.
Shareholders of record as of March 28, 1995, are entitled to vote their
shares on action proposed at the meeting, with each of the 229,564
shares of common stock outstanding entitled to one vote. Of the 738
shareholders as of March 28, 1995, three own over five percent of the
total outstanding shares:
Amount and Nature of
Beneficial Ownership
Title of Name and Address of (Voting_and_Investment_Power) Percent
Class___ Beneficial_Owner___ _Sole_ _Shared_ _Total_ Of_Class
Common A. Moore Cook 12,808 1,411 14,219 6.2%
P. O. Box 4173
Houma, LA. 70361
Common Conrad J. Lirette 2,259 11,028 13,287 5.8%
P. O. Box 371
Houma, LA. 70361
Common Wm. Clifford Smith 29,266 278 29,544 12.9%
P. O. Box 2266
Houma, LA. 70361
ELECTION_OF_DIRECTORS
The Company's Articles of Incorporation, as amended, provide that
the Board of Directors be composed of not less than five (5) and no
more than twenty (20) directors. The Board of Directors has set the
number of directors to be elected to serve a one year term on the
Board at thirteen (13). The nominees are the thirteen directors of
American Bank and Trust Company of Houma (American Bank or the Bank)
and are listed on pages 2 and 3 of this proxy statement.
DIRECTORS_AND_EXECUTIVE_OFFICERS
The nominees for director of American Bancshares represent a cross-
section of the Terrebonne Parish economy. Individuals in farming,
energy, insurance, retail sales and other professional careers are
included in the following table, which also discloses the year
directorship was attained and the number and percentage of American
Bancshares outstanding common stock held as of March 28, 1995.
Amount and Nature of
Bank Beneficial Ownership
Name, Age and Director (Voting_and_Investment_Power) Percent
Principal_Occupation Since___ _Sole_ _Shared_ _Total_ Of_Class
Robert W. Boquet (age 51) 1984 999 300 1,299 0.6%
President and Chief
Executive Officer of the
Company and American Bank
and Trust Co. of Houma
Francis O. Bourg, Jr. (age 72) 1975 8,681 --- 8,681 3.8%
President, Bourg Bros.
Moving and Storage
Russel J. Brien (age 69) 1968 2,783 --- 2,783 1.2%
President, Russel Brien Farms,
Inc.
A. Moore Cook (age 69) 1972 12,808 1,411 14,219 6.2%*
Chairman of the Board of
the Company and American
Bank and Trust Co. of Houma
Consulting Petroleum Engineer
Dr. Allen J. Ellender (age 74) 1972 377 --- 377 0.2%
Retired Physician
Philip E. Henderson (age 61) 1979 4,905 --- 4,905 2.1%
Vice Chairman of the Board
of the Company
Attorney, Henderson, Hanemann
& Morris, A Professional Law
Corporation
Conrad J. Lirette (age 84) 1967 2,259 11,028 13,287 5.8%*
President, Bayou Barge
Company, Inc.
John B. Marceaux (age 67) 1979 3,805 700 4,505 2.0%
Marketing Specialist,
Bayou Oaks Hospital
W. R. Norman, Sr. (age 76) 1968 2,509 --- 2,509 1.1%
President, Best Equipment
Company, Inc.
Charles A. Page (age 73) 1964 755 --- 755 0.3%
President, Charles A. Page
& Sons Insurance Agency, Inc.
Sidney A. Pellegrin (age 77) 1964 1,308 --- 1,308 0.6%
Real Estate and Office Rentals
Wm. Clifford Smith (age 59) 1965 29,266 278 29,544 12.9%*
President, T. Baker Smith &
Son, Inc., Civil Engineers
Earl Williams (age 66) 1977 1,500 --- 1,500 0.7%
President, Earl Williams
Clothing Store, Inc.
*Directors Cook, Lirette and Smith are the only shareholders owning more than
five percent of American Bancshares' outstanding common stock.
The following directors are the executive officers of American
Bancshares:
Officer
Name__________________ Age Since__ Current_Position___________
A. Moore Cook 69 1977 Chairman of the Board
Philip E. Henderson 61 1986 Vice Chairman of the Board
Robert W. Boquet 51 1984 President and
Chief Executive Officer
Russel J. Brien 69 1984 Secretary
Conrad J. Lirette 84 1977 Treasurer
Each director listed above has been engaged in the principal occupation
set forth below his name or employed by the company shown in a similar
capacity for the past five years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
THIRTEEN (13) NOMINEES PREVIOUSLY LISTED.
The Board of Directors of American Bancshares met three times during
the fiscal year ended December 31, 1994. Each director of American
Bancshares also serves on the Board of Directors of American Bank,
which met thirteen times in 1994.
The Board of Directors of the Bank has an Audit Committee which meets
with the Bank's Internal Auditor on a regular basis, supervises the
Bank's continuous audit program, and directs an examination of the Bank
at least annually. The committee also reviews and advises the Board
with respect to the audit and non-audit services rendered by the Bank's
independent certified public accountants and the financial information
used by the Board and disseminated to the shareholders and others. The
Audit Committee, which met two times in 1994, is composed of Messrs.
Francis O. Bourg, Jr., Russel J. Brien, Conrad J. Lirette, Charles A.
Page, and Earl Williams (Chairman).
The American Bank Board also has an Executive Committee which met
eighteen times in 1994 to consider various matters to be brought before
the Bank's Board of Directors. The committee also sets the annual
compensation of the Bank's Chief Executive Officer and approves the
Bank's total salaries and employee benefits budget which is
administered by the Chief Executive Officer. The Executive Committee
is composed of Messrs. Robert W. Boquet, A. Moore Cook, Philip E.
Henderson, F. O. Bourg, Russel Brien, Sidney A. Pellegrin, and Wm.
Clifford Smith.
The Boards of Directors serve as Nominating Committees, responsible for
nominating directors and officers (for one year terms unless successors
are elected and qualified) for American Bancshares and American Bank.
One of the directors, Wm. Clifford Smith, holds a directorship in
Entergy Corporation and two of its subsidiaries, Entergy Operations,
Inc. and Louisiana Power and Light Company. Entergy Corporation has a
class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
The following schedule reflects the common stock ownership of all
American Bancshares directors and officers as a group:
Amount and Nature of
Beneficial Ownership
Title (Voting_and_Investment_Power) Percent
Of_Class _Sole_ _Shared_ _Total_ Of_Class
Common 71,955 13,717 85,672 37.3%
TRANSACTIONS_AND_BUSINESS_RELATIONSHIPS_WITH_MANAGEMENT_AND_OTHERS
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business, including loans, with
directors, executive officers and companies or firms affiliated with
them. All such loans were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, and do not involve more than the normal risk of collectibility
or present other unfavorable features.
COMPLIANCE WITH SECTION 16(A)
OF_THE_SECURITIES_EXCHANGE_ACT_OF_1934,_AS_AMENDED
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's Directors, Officers and Principal Shareholders report their
ownership of the Company's common stock and any changes in that
ownership to the Securities and Exchange Commission. Based on a review
of the forms submitted to it, management believes that all required
filings for the year 1994 have been made in a timely manner.
EXECUTIVE_COMPENSATION
The following table provides a summary of the compensation for the Chief
Executive Officer for each of the three years ended December 31, 1994:
_______Annual_Compensation_______
Other
Annual All Other
Compen- Compen-
Name and Principal sation (1) sation (2)
Position____________ Year Salary_($) Bonus_($) ____($)___ ____($)___
Robert W. Boquet 1994 100,000 1,923 --- 12,545
President and CEO
American Bancshares 1993 85,200 11,638 --- 1,932
of Houma, Inc. and
American Bank and 1992 85,200 --- --- 1,794
Trust Co. of Houma
(1) Not reflected in the table are director's fees and the taxable
benefit for the personal use of a Bank-owned vehicle which in the
aggregate do not exceed the lesser of $50,000 or 10% of the annual
salary and bonus for each year reported.
(2) Includes term life insurance premiums paid in the amount of $1,750,
$1,445 and $1,205 in 1994, 1993 and 1992, respectively. Includes
allocations of contributions to the Bank's Employee Stock Ownership
Plan of $7,600 (estimate) in 1994, $487 in 1993 and $589 in 1992.
Includes a $3,195 matching contribution to the Bank's 401(k) plan in
1994.
Directors of American Bancshares and American Bank are compensated at a rate
of $400 for each board meeting and $300 for each committee meeting attended.
SALARY_CONTINUATION_AGREEMENTS
The Bank currently has in effect two salary continuation agreements
with Mr. Robert W. Boquet. The first agreement provides monthly
benefits of $875 for a period of ten years to Mr. Boquet's spouse
and/or dependent children in the event of his death while employed by
the Bank. The second agreement provides severance benefits in the
event his employment by the Bank is involuntarily terminated without
just cause following a change in control of the Bank or the Company, as
defined in the agreement. The agreement provides for a continuation of
monthly base salary payments at 100% for the first year, 75% for the
second year, and 50% for the third year. Base salary is defined as the
highest monthly salary at any time prior to termination. Any payments
under the agreement are to be reduced, dollar-for-dollar, by any other
monthly earnings of Mr. Boquet at the time of payment.
RELATIONSHIP_WITH_INDEPENDENT_PUBLIC_ACCOUNTANTS
The certified public accounting firm of Deloitte & Touche LLP performed
the audit of the 1994 consolidated financial statements. The firm will
continue as American Bancshares' independent public accountants until
replaced by the Board of Directors. Representatives of the firm are
not expected to be present at the annual shareholders' meeting to be
held on April 27, 1995.
SHAREHOLDER_PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate
for shareholder action consistent with regulations of the Securities
and Exchange Commission. Proposals of shareholders intended to be
presented at the 1996 Annual Shareholders' Meeting must be received by
the Secretary no later than December 6, 1995, in order to be included
in American Bancshares' proxy statement and form of proxy relating to
that meeting.
OTHER_MATTERS
If a quorum is present in person or by proxy (a majority of the
outstanding shares of the Company's Common Stock), the vote of a
majority present will decide each matter proposed in this proxy
statement and any other matters properly brought before the meeting.
Unless otherwise specified, and in the absence of instructions to the
contrary, all proxies received will be voted for the election of the
nominees named on pages 2 and 3.
Management believes this proxy has disclosed all significant matters
which will be brought before the voters at the meeting. Should there
be any other business, however, the Board Secretary, Russel J. Brien,
and the Board Treasurer, Conrad J. Lirette, will have discretionary
authority to vote the shares represented by such proxies in accordance
with their best judgment.
All costs involved with the preparation and the mailing of the
solicitation for voting proxy will be borne by American Bancshares and
American Bank. While the solicitation of proxies will be held
primarily by mail, proxies may also be solicited by telephone by
regular employees of American Bank at no additional remuneration and
minimal costs.
Management welcomes your presence at the annual meeting and asks that
you please mark, sign, and date the enclosed proxy and return it to us
in the enclosed envelope even if you plan to attend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert W. Boquet
Robert W. Boquet
President and
Chief Executive Officer
AMERICAN BANCSHARES OF HOUMA, INC.
801 Barrow Street/P. O. Box 110
Houma, Louisiana 70361
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Russel J. Brien and Conrad J. Lirette
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the
shares of common stock of American Bancshares of Houma, Inc. held on
record by the undersigned on March 28, 1995, at the annual meeting of
shareholders to be held on April 27, 1995, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary to vote for all nominees
listed below
below)
(Instruction: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list
below.)
Robert W. Boquet Philip E. Henderson Sidney A. Pellegrin
Francis O. Bourg, Jr. Conrad J. Lirette Wm. Clifford Smith
Russel J. Brien John B. Marceaux Earl Williams
A. Moore Cook W. R. Norman, Sr.
Dr. Allen J. Ellender Charles A. Page
2. OTHER BUSINESS
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL_1 ABOVE.
Please_sign_exactly_as_name_appears_below. When shares are held by
joint tenants, both
should sign. When
signing as attorney, as
executor, administrator,
trustee or guardian,
please give full title
as such. If a
corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign
in part-nership name by
authorized person.
_______________________________________ _________________________
Shareholder's Social Security Number or Signature
Taxpayer Identification Number
__________________________________ _________________________
Date Signature if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.