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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
First National Bankshares, Inc.
(Name of Registrant as Specified In Its Charter)
Sharon Roppolo, Secretary
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(j)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)3.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and O-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount of 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 O-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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 14, 1996
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders
of First National Bankshares, Inc. (the "Company") will be held
at the main office of First National Bank of Houma, 600 East
Main Street, Houma, Louisiana, on Tuesday, May 14, 1996, at 2:00
p.m., Houma, Louisiana time. The purpose of the Annual Meeting
will be to consider and to vote upon the following matters:
1. Election of five (5) Directors; and
2. Such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The close of business on March 19, 1996, has been fixed as the
record date for determining shareholders entitled to notice of
and to vote at the meeting.
Please use the enclosed business reply envelope for the return
of your proxy. Voting by proxy will not prevent you from voting
in person at the Annual Meeting. Your prompt response will help
your Company assure a quorum and avoid additional expense for
proxy solicitation.
By Order of The Board of Directors
Jerome H. Mire
President and
Chief Executive Officer
Houma, Louisiana
April 12, 1996
FIRST NATIONAL BANKSHARES, INC.
600 East Main Street
P. O. Box 6096
Houma, Louisiana 70361
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
The accompanying proxy is solicited by and on behalf of the
Board of Directors (the "Board") of First National Bankshares,
Inc. (the "Company"), for use at the Annual Meeting of
Shareholders to be held on May 14, 1996, (the "Annual Meeting"),
at 2:00 p.m., Houma, Louisiana time at the main office of First
National Bank of Houma ("First National Bank"), 600 East Main
Street, Houma, Louisiana, and any adjournment thereof. The
purposes of the Annual Meeting are (a) to elect five (5)
Directors; and (b) to transact such other business as may
properly come before the Annual Meeting or any adjournment
thereof. A Notice of Annual Meeting is attached hereto and a
proxy card accompanies this proxy statement.
All expenses incurred in connection with this solicitation,
including postage, printing, handling, and the actual expenses
incurred by brokerage houses, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners,
will be paid by the Company. In addition to solicitation by
mail, certain officers, Directors and regular employees of the
Company or its subsidiaries, who will receive no additional
compensation for their services, may solicit proxies by
telephone, telegraph or personal call. The approximate date on
which this proxy statement and form of proxy is being mailed is
April 12, 1996.
The principal executive offices of First National Bankshares,
Inc. are located at 600 East Main Street, Houma, Louisiana
70360; telephone: 504-868-1660.
BUSINESS OF THE MEETING
At the Annual Meeting, the shareholders will be called upon to
elect five (5) persons, all of whom presently serve on the Board
of Directors, to serve as members of the Board of Directors of
the Company for a period of one (1) year or until their
successors are chosen and have qualified, and to vote upon such
other business as may properly come before the Annual Meeting or
any adjournment thereof.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company has outstanding only common stock, of which
2,017,600 shares were outstanding as of the close of business on
March 19, 1996 (the "Record Date"). Only shareholders of record
on the books of the Company at the close of business on the
Record Date will be entitled to vote at the Annual Meeting.
Each shareholder will be entitled to one vote per share, in
person or by proxy, for each share of common stock held in such
shareholder's name as of the Record Date on any matter submitted
to a vote of the shareholders at the Annual Meeting.
Representation at the Annual Meeting by the holders of a
majority of the outstanding common stock of the Company as of
the Record Date, either by personal attendance or by proxy, will
constitute a quorum.
When a proxy in the accompanying form is properly executed and
returned, the shares represented thereby will be voted at the
Annual Meeting in accordance with the instructions marked
thereon. All executed but unmarked proxies that are returned
will be voted FOR the election of each of the nominees as
Directors. If any other matters are properly brought before the
Annual Meeting, the person(s) named in the accompanying proxy
card will vote the shares represented by such proxy in
accordance with their own judgment on such matters.
In determining whether a proposal submitted to a vote of
shareholders has received the requisite number of affirmative
votes, abstentions and broker non-votes will be counted and will
have the same effect as a vote against the proposal, except that
(i) abstentions and broker non-votes will not be counted as
votes cast in connection with determining the plurality required
to elect a director and will have no effect on the outcome of
that vote and (ii) broker non-votes will not be counted as votes
cast with respect to any proposal as to which the broker does
not have or exercise discretionary authority and has not
received voting instructions from the beneficial owners and will
have no effect on the outcome of that vote.
Your execution of the enclosed proxy card will not affect your
right as a shareholder to attend the Annual Meeting and to vote
in person. Any shareholder giving a proxy has the right to
revoke it at any time by (a) a later dated proxy filed with the
Secretary of the Company at or before the Annual Meeting, or (b)
a written notice of revocation given to the Secretary of the
Company.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of March 19, 1996, the
information concerning beneficial ownership of voting securities
of the Company by persons or entities who are known by the
Company to own beneficially more than five percent of the
Company's common stock. The information set forth in the table
below is based, in part, upon information furnished to the
Company by the respective persons or entities listed therein
and, in part, upon documents filed by such persons or entities
with the Securities and Exchange Commission ("SEC").
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership (1) Common Stock
Providence Capitol 177,000 shares 8.77%
Enterprises, Inc.
3500 South Wadsworth, Suite 405
Denver, Colorado 80235 (2) (3)
James J. Buquet, Jr. 205,606 shares 10.19%
100 Eagle Road
Houma, Louisiana 70360 (4)
ATCO Development, Inc. 417,000 shares 20.67%
11777 Katy Freeway
Suite 175
Houston, Texas 77079 (5)
(1) The amount and nature of beneficial ownership has been
determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934. The listed beneficial owners have sole
voting power and sole investment power over the shares listed,
except as set forth in notes (2) through (4) below.
(2) Providence Capitol Enterprises, Inc. ("Providence") is a
wholly-owned subsidiary of BD Partners. The shares are also
beneficially owned by BD Partners. This note (2) is based upon
information contained in the Amendment Number 1 to the Schedule
13D dated November 2, 1990, filed with the SEC by Providence and
BD Partners (the "Providence 13D").
(3) Providence and BD Partners have granted a Right of First
Refusal to Banque Worms and Co. International Ltd., a
wholly-owned direct subsidiary of Financiere Worms & Cie, S.A.
("Financiere") as of November 2, 1990, with respect to the
177,000 shares owned by Providence. This note (3) is based upon
information contained in Amendment Number 5 to the Schedule 13D
dated November 2, 1990, filed with the SEC by Financiere and
others and the Providence 13D.
(4) Does not include 9,370 shares owned by Mr. Buquet's wife,
children and grandchildren, 480 shares owned by James J. Buquet,
Sr., or 61,940 shares beneficially owned by Hilton J. Michel,
Jr., Jerome H. Mire and Calvin J. Ortego, of which Mr. Buquet
disclaims beneficial ownership. Includes 4,700 shares over
which he exercises sole voting and investment power as custodian
and an additional 197,250 shares owned by companies that Mr.
Buquet controls. This note (4) is based, in part, upon
information contained in the Schedule 13D dated February 28,
1993, and Amendment Number 1 to Schedule 13D dated June 15,
1993, filed with the SEC by Messrs. Buquet, Michel, Mire and
Ortego.
(5) The Federal Reserve Bank of Atlanta (the "Federal Reserve")
requested in 1990 that ATCO Development, Inc. ("ATCO") divest
itself of 240,000 shares of common stock to an independent party
as a result of the alleged failure of ATCO to comply with
certain notification requirements of the Change in Bank Control
Act in connection with 240,000 of the shares now owned by ATCO.
ATCO, the Federal Reserve, and the Company discussed at that
time alternatives to divestiture. No further action has been
taken by the Company, the Federal Reserve, or ATCO with respect
to the request for divestiture. Kamal Abdelnour, a Director of
the Company, has voting and investment authority with respect to
such shares in his capacity as President and Chief Executive
Officer of ATCO subject to approval of the Board of Directors of
ATCO. Mr. Abdelnour disclaims beneficial ownership of all of
the shares owned by ATCO.
Security Ownership of Management
The following table sets forth as of March 19, 1996, the
information concerning beneficial ownership of voting securities
of the Company by Directors and executive officers. The
information set forth in the table below has been furnished to
the Company by the respective persons listed therein.
The address of each Director and executive officer is c/o First
National Bank of Houma, Post Office Box 6096, Houma, Louisiana
70361.
Name of Director or Amount and Nature
Executive Officer or of Beneficial Percent of
Number In Group Ownership (1) Common Stock
James J. Buquet, Jr. 205,606 10.19% (2)
Jerome H. Mire 9,250 0.46% (3)
Hilton J. Michel, Jr. 50,454 2.50% (4)
Calvin J. Ortego 20,336 1.01% (5)
Kamal Abdelnour 0 0.00% (6)
All Executive Officers 310,476 15.39% (6)(7)(8)
and Directors as
a Group
(10 persons)
(1) Unless otherwise noted, all shares of the Company's common
stock set forth in this column constitute direct beneficial
ownership by such Director or executive officer with full voting
and investment power.
(2) Does not include 9,370 shares owned by Mr. Buquet's wife,
children and grandchildren, 480 shares owned by James J. Buquet,
Sr., or 61,940 shares beneficially owned by Messrs. Michel, Mire
and Ortego, of which Mr. Buquet disclaims beneficial ownership.
Includes 4,700 shares over which he exercises sole voting and
investment power as custodian and an additional 197,250 shares
owned by companies that Mr. Buquet controls. This note (2) is
based, in part, upon information contained in the Schedule 13D
dated February 28, 1993, and Amendment Number 1 to Schedule 13D
dated June 15, 1993, filed with the SEC by Messrs. Buquet,
Michel, Mire and Ortego.
(3) Does not include an estimated 3,254 shares of the Company's
common stock owned by the First National Bank of Houma Employee
Stock Ownership Plan ("ESOP") that have been allocated to Mr.
Mire's account but not yet distributed to him in accordance with
the terms of the ESOP. Does not include 269,546 shares
beneficially owned by Messrs. Buquet, Michel and Ortego, of
which Mr. Mire disclaims beneficial ownership. This note (3) is
based, in part, upon information contained in the Schedule 13D
dated February 28, 1993, and Amendment Number 1 to Schedule 13D
dated June 15, 1993, filed with the SEC by Messrs. Buquet,
Michel, Mire and Ortego.
(4) Includes 38,957 shares owned by Hilton Michel, CLU &
Associates, Inc. Retirement Plan. Does not include 246,442
shares beneficially owned by Messrs. Buquet, Mire and Ortego, of
which Mr. Michel disclaims beneficial ownership. This note (4)
is based, in part, upon information contained in the Schedule
13D dated February 28, 1993, and Amendment Number 1 to Schedule
13D dated June 15, 1993, filed with the SEC by Messrs. Buquet,
Michel, Mire and Ortego.
(5) Does not include 258,460 shares beneficially owned by
Messrs. Buquet, Michel and Mire, of which Mr. Ortego disclaims
beneficial ownership. This note (5) is based, in part, upon
information contained in the Schedule 13D dated February 28,
1993, and Amendment Number 1 to Schedule 13D dated June 15,
1993, filed with the SEC by Messrs. Buquet, Michel, Mire and
Ortego.
(6) Does not include common stock owned by ATCO whose interests
are represented by Kamal Abdelnour, a Director of the Company.
ATCO owns in the aggregate an additional 417,000 shares (20.67%)
of the Company's common stock. Mr. Abdelnour disclaims
beneficial ownership of all the shares owned by ATCO.
(7) Does not include 81,759 shares of the Company's common stock
held by the ESOP that have been allocated to employee accounts
but not yet distributed in accordance with the terms of the
ESOP, including an estimated 13,708 shares to be allocated to
the accounts of executive officers based on valuation of stock
as of December 31, 1995. The Trustee of the ESOP is the Trust
Department of First National Bank and the ESOP is administered
by the Retirement & Employee Benefits Committee (the "Retirement
Committee"), the members of which are appointed by the Board of
Directors of First National Bank. Richard H. Barker, III, Kerry
J. Chauvin, Calvin J. Ortego, Sharon T. Roppolo and Charles C.
Theriot, all of whom are Directors of First National Bank, are
the present members of the Retirement Committee. The Retirement
Committee has the authority to control and manage the operation
and administration of the ESOP.
(8) Does not include 9,370 shares of which executive officers
and Directors disclaim beneficial ownership; does not include
480 shares owned by James J. Buquet, Sr.; includes 4,700 shares
over which Mr. Buquet exercises sole voting and investment power
as custodian and 197,250 shares owned by companies controlled by
Mr. Buquet. Does not include an estimated 3,254 shares of the
Company's common stock owned by the ESOP that have been
allocated to Mr. Mire's account but not yet distributed to him
in accordance with the terms of the ESOP. Also does not include
10,454 shares of the Company's common stock owned by the ESOP
that have been allocated to the executive officers' accounts but
not yet distributed to them in accordance with the terms of the
ESOP.
ELECTION OF DIRECTORS
General
The Bylaws of the Company authorize the Board to fix the size
of the Board at not more than twenty-five (25) persons nor less
than three (3) persons. The Board has set the number of
Directors to be elected at five (5).
A plurality of the votes cast in person or by proxy is required
for election of Directors. Absent contrary instructions, shares
represented by properly executed proxies in the accompanying
form will be voted FOR the nominees named below, all of whom
presently serve on the Board of Directors. Any shareholder who
wishes to withhold authority from the proxy holders to vote for
the election of Directors or to withhold authority to vote for
any individual nominee may do so by marking his proxy card to
that effect.
The Board has nominated the persons named below to serve as
Directors. All persons named herein as nominees for Director
have consented to serve, and it is not contemplated that any
nominee will be unable to serve as a Director.
These Directors will be elected to hold office until the next
Annual Meeting and thereafter until their successors have been
elected and have qualified. Unless authority is withheld, the
persons named in the proxy will vote for the election of the
five (5) nominees named below. In the unanticipated event that
any of the nominees cannot be a candidate at the Annual Meeting,
proxies will be voted in favor of such additional nominees as
may be designated by the Board. Proxies cannot be voted for
more than five (5) Directors.
The affirmative vote of the holders of a plurality of the
voting shares of the Company represented and entitled to vote at
the Annual Meeting at which a quorum is present is required for
the election as Directors of the nominees listed below.
Nominees
Kamal Abdelnour
James J. Buquet, Jr.
Hilton J. Michel, Jr.
Jerome H. Mire
Calvin J. Ortego
Biographical Information Concerning Nominees for Director
Mr. Abdelnour is President, Chief Executive Officer and a
Director of ATCO, a private holding company located in Houston,
Texas, positions he has held since 1980. He has served as a
Director of the Company, as a representative of ATCO, since
1985. He is also a Director of Worms Management Corporation
(inasmuch as it concerns Permal Management, Inc.), a
wholly-owned subsidiary of an affiliate of MM. Worms & Cie, and
Financiere. He is also a Director of Krause's Furniture, Inc.
He is 59 years of age.
Mr. Buquet is Chairman of the Board of Buquet Distributing Co.,
Inc., a beer distributorship, and President of Buquet Realty
Co., Inc., a real estate holding company. He is also President
of La Terre Broadcasting, Inc., a position he has held for more
than five years. He has served as a Director of the Company
since 1985 and as its Chairman of the Board since February 14,
1991. Mr. Buquet has served as a Director of First National
Bank since 1964 and as its Chairman of the Board of Directors
since 1990. He is 69 years of age.
Mr. Michel is President of Hilton Michel, CLU & Associates,
Inc., an insurance, estate planning and financial services firm,
a position he has held for more than five years. Mr. Michel has
been in practice since 1967. His firm was incorporated in 1979.
He has served as a Director of First National Bank and the
Company since 1993. He is 52 years of age.
Mr. Mire is President and Chief Executive Officer of the
Company and First National Bank. Mr. Mire has been employed by
First National Bank since 1977; he was elected President of
First National Bank in 1986 and was elected Chief Executive
Officer of First National Bank effective December 31, 1990. He
was also elected President and Chief Executive Officer of the
Company effective February 14, 1991. He has served as a
Director of First National Bank since 1986. He has served as a
Director of the Company since April 1991. He is 51 years of age.
Mr. Ortego is President, Chief Executive Officer and a Director
of Louisiana Development Co., Inc., a company that owns and
operates Subway franchises, a position he has held since 1990.
He retired in 1987 as an executive of Hughes Drilling Fluids, a
position he held from 1977-1987. Mr. Ortego has served as a
Director of First National Bank since 1967. He has served as a
Director of the Company since 1994. He is 73 years of age.
No family relationships exist among the above Directors or
executive officers of First National Bank or the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
THE FIVE (5) NOMINEES LISTED ABOVE.
Committees of the Boards of Directors of the Company and First
National Bank
The Board of the Company held 14 meetings during 1995. All
nominees attended at least 75 percent of the meetings of the
Board during 1995.
The Board of the Company has no standing Nominating or
Compensation Committees, or committees performing similar
functions.
The Board has a standing Audit Committee which will meet with
the Company's Internal Auditor on a regular basis, direct an
examination of the affairs of First National Bank and the
Company at least annually and supervise the continuous audit
program of First National Bank and the Company. The Company's
Audit Committee met two times in 1995. All Audit Committee
members of the Company attended at least 75 percent of all
meetings of the Committee during 1995. The Company's Audit
Committee was composed of the following members:
Hilton J. Michel, Jr., Chairman
James J. Buquet, Jr.
Calvin J. Ortego
Following the Annual Meeting, the nominees, if elected,
presently intend to cause the Company, as the sole shareholder
of First National Bank, to elect as directors of First National
Bank the following individuals: Richard H. Barker, III, James
J. Buquet, Jr., Kerry J. Chauvin, Marvin V. Marmande, Jr.,
Hilton J. Michel, Jr., Jerome H. Mire, Calvin J. Ortego, Sharon
T. Roppolo and Charles C. Theriot.
All of the foregoing individuals are presently serving as
directors of First National Bank.
First National Bank's Audit Committee met five times in 1995.
All Audit Committee members of First National Bank attended at
least 75 percent of the meetings of the Committee, with the
exception of Mr. Haydel, who attended 60 percent of the
meetings. The Audit Committee was composed of the following
members:
Hilton J. Michel, Jr., Chairman Marvin V. Marmande, Jr.
Ronald J. Haydel Charles C. Theriot
First National Bank's Executive Committee met 32 times during
1995 to act upon various matters on behalf of First National
Bank's Board. All committee members attended at least 75
percent of the meetings of the Committee, with the exception of
Mr. Barker, who attended 56 percent of the meetings and Mr.
Haydel, who attended 56 percent of the meetings. The members of
this Committee were as follows:
James J. Buquet, Jr., Chairman Hilton J. Michel, Jr.
Richard H. Barker, III Jerome H. Mire
Ronald J. Haydel Calvin J. Ortego
The Board of First National Bank approves salary
recommendations for First National Bank officers and reviews
total bank compensation on an annual basis.
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
Remuneration of Officers
Officers of the Company presently serve without remuneration.
However, all officers of the Company also serve as officers of
First National Bank and are compensated by First National Bank.
Mr. Mire was the only executive officer of the Company who
earned in excess of $100,000 in annual salary and bonus in 1995.
The following table shows the cash compensation paid to the
Chief Executive Officer of the Company.
Summary Compensation Table
Annual Compensation
Name
and Principal Other Annual
Position Year Salary ($) Bonus ($) Compensation ($)
Jerome H. Mire 1995 100,000 -0- 24,329
President and CEO
First National Bank 1994 90,000 -0- 18,264
of Houma
1993 76,300 -0- 15,879
Long Term Compensation
Awards Payouts
Name Restricted LTIP All Other
and Principal Stock Options/ Payouts Compensation
Position Award(s) ($) SARs (#) ($) (2) ($)
Jerome H. Mire -0- -0- -0- 3,460
President and CEO
First National Bank -0- -0- -0- 3,336
of Houma
-0- -0- -0- 3,045
(1) Includes health insurance premiums, group term life
insurance premiums, taxable benefit for the personal use of a
bank-owned car, incentive compensation, and directors fees.
(2) Includes (a) value of shares from the Employee Stock
Ownership Plan allocated to the employee and (b) the Bank's
matching contribution to the 401(K) plan for the benefit of the
employee.
First National Bank of Houma Salary Savings Plan [401(K) Plan]
A 401(K) Plan (the "Plan") was established January 1, 1991, for
the benefit of the employees of First National Bank. Under the
terms of the Plan, employees who are 20.5 years of age and who
have been employed by First National Bank for six months are
eligible to participate. Employees who elect to participate
contribute a percentage of their salaries on a pretax basis.
First National Bank can elect, but is not required, to make an
additional matching contribution. The percentage of First
National Bank's contribution is determined each year by the
Retirement Committee of the Board of Directors of First National
Bank. The percentage contribution for 1995 was set at 50% of
the first 3% of salary contributed by the employee. The
Internal Revenue Code also sets a limit on the amount of annual
contributions to the Plan by or for the benefit of an employee.
First National Bank's contribution for 1995 was $32,298 for the
accounts of all employees, including $6,001 for the accounts of
all executive officers of the Company as a group.
Incentive Compensation Plan
In 1995 all employees, including executive officers,
participated in an incentive compensation plan which provided
incentives to employees to achieve improvements in pretax income
for the corporation over the prior year. The potential amount
to be paid in incentive compensation each year is determined
each year by the Board of Directors based on the earnings goals
and the achievement of specific corporate objectives established
for the current year. Based on the improvements in 1995 pretax
income over the prior year and the goals established by
management and the Board of Directors, employees were awarded
incentive compensation payments which totaled 4.5% of total 1995
salaries and benefits.
Employee Stock Ownership Plan - First National Bank
An ESOP was established in 1985 for the benefit of employees of
First National Bank. The purpose of the ESOP is to enable
employees to share in the growth and prosperity of First
National Bank through acquisition of stock ownership interests
in First National Bank's parent corporation, the Company. Thus,
the value of this benefit to First National Bank's employees is
directly related to the performance of First National Bank.
To be eligible to participate, an employee must be at least 21
years of age and be credited with 1,000 hours of service
annually. The assets of the ESOP are held by the Employee Stock
Ownership Trust (the "Trust"), the Trustee of which is First
National Bank. In 1985, the ESOP purchased 85,238 shares of the
Company's common stock funded by a loan from another bank.
Shares are allocated to employees' accounts annually based on
contributions to the Trust by First National Bank as well as
other amounts which are generated through the Trust. Each
participating employee's stock allocation amount is based on the
employee's compensation as a percentage of First National Bank's
total compensation for all plan participants for that year. In
addition to an individual Company Stock Account, each
participating employee will have an Other Investments Account to
maintain any cash income received, such as dividends or
investment income. In 1995, 3,550 shares were allocated to
employees' accounts in accordance with the terms of the ESOP,
including an estimated 673 shares to be allocated to the
executive officers of the Company as a group based on valuation
of the stock as of December 31, 1995. The Company anticipates
the allocations, with respect to employee accounts for the
fiscal year ended December 31, 1995, will be made prior to April
30, 1996.
Until December 31, 1988, employees were fully vested after
eleven years of service, with service prior to 1985 counted for
this purpose. New laws governing vesting schedules required
that a new vesting schedule be established. Effective January
1, 1989, the ESOP was amended to meet the requirements of the
Tax Reform Act of 1986 and subsequent legislation, and restated
to reflect the actual administrative practices with respect to
the operation of the plan. Further, included in such amendments
was a five (5) year cliff vesting schedule by which participants
are fully vested after five (5) years of service. The ESOP is
designed to provide a long-term investment benefit for employees
and provides this benefit at retirement, disability, death or
voluntary/involuntary termination from First National Bank.
The loan which funded the ESOP was paid in full on May 19,
1995. No decision has been made to terminate the ESOP or merge
it with the 401(K) plan as of this date. However, it is not
anticipated that any additional contributions will be made to
the plan during 1996. Therefore, only shares forfeited by
former employees who terminated their employment prior to the
five-year vesting rule will be allocated for the current year.
The number of shares to be allocated to employees during the
1996 calendar year is minimal.
Change of Control Arrangements
In December 1994, the Company and First National Bank entered
into severance agreements with Mr. Mire and five other executive
officers to facilitate continuity of management in the event of
any change of control (as defined in the agreements) of the
Company. The agreements take effect immediately and have terms
of two years following the date of the agreements, unless a
change of control of the Company occurs within such two-year
period, in which event the agreement terminates two years
following such change of control. The agreements provide that
if, during the two-year period following a change of control,
the executive's employment is terminated other than for cause
(as defined in the agreements) or if the executive resigns for
good reason (as defined in the agreements), the Company and
First National Bank shall pay (i) the executive's full base
salary through the date of termination, (ii) an amount equal to
the executive's average annual compensation multiplied, in the
case of Mr. Mire, by the number two, and in case of all other
executives, by the number one, and (iii) all premiums and other
charges with respect to the executive's health and medical
insurance coverage required under COBRA for a period of eighteen
months following the termination. Average compensation is
computed based upon the executive's gross income for 1994 and
any subsequent taxable years ending before the termination of
the executive's employment. In January 1996, the Company
entered into a severance agreement containing terms similar to
the foregoing with another executive officer. The maximum
aggregate amount payable under all agreements is approximately
$690,000.
Remuneration of Directors
Directors of First National Bank and the Company were
compensated in 1995 at a rate of $500 for each meeting of the
Board attended, with one paid absence permitted per year.
Directors who serve on the Executive Committee are compensated
at a rate of $350 per meeting attended, and Directors who serve
on other committees of the Board are compensated at a rate of
$200 per meeting attended, in addition to the fees received for
regular Board meetings. Each director is allowed two paid
absences for committee meetings per year. However, inside
Directors are compensated only for meetings of the Board, and
Directors who serve as Directors of both First National Bank and
the Company were compensated only for meetings attended in their
capacity as Directors of First National Bank. Mr. Abdelnour is
the only Director of the Company who is not also a Director of
First National Bank.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Loans
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of business with Directors,
executive officers, principal shareholders and their associates
through its subsidiary, First National Bank. The Company
believes that all loans and commitments included in such
transactions 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 did not involve more than
normal risk of collectibility or present other unfavorable
features.
Filing of Section 16 Forms with SEC
Under the securities law of the United States, the Company's
Directors, its executives (and certain other officers) and any
persons holding more than ten percent of the Company's common
stock are required to report their ownership of the Company's
common stock and any changes in that ownership to the SEC.
Specific due dates for these reports have been established, and
the Company is required to report in its Annual Report on Form
10-K or in those portions of its proxy statement incorporated by
reference into its Annual Report on Form 10-K any failure to
file by these dates during fiscal 1995. The Company is not
aware of any late filings during fiscal 1995.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year
ended December 31, 1995, were audited by the firm of Deloitte &
Touche. The Board of Directors of the Company has appointed
Deloitte & Touche as independent auditors of the Company for the
current fiscal year. The Board of Directors expects that a
representative of Deloitte & Touche will be given an opportunity
to make a statement at the Annual Meeting if desired and to
respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company desiring to present a proposal
for action at the 1997 Annual Meeting of Shareholders must
deliver the proposal to the executive offices of the Company no
later than November 8, 1996, unless the Secretary of the Company
notifies the shareholders otherwise. Only those proposals that
are proper for shareholder action and otherwise proper may be
included in the Company's Proxy Statement.
OTHER MATTERS
The Board of the Company is unaware of any business to come
before the Annual Meeting other than the election of Directors.
If any other matters should properly come before the Annual
Meeting, however, all proxies returned in the accompanying form
will be voted on such matters in accordance with judgment of the
person(s) holding such proxies.
The 1995 Annual Report to Shareholders, which outlines the
financial performance of the Company, is included with this
Proxy Statement. In addition, upon the written request of any
person whose proxy is solicited by this Proxy Statement, the
Company will furnish to such person without charge (other than
for exhibits) a copy of the annual report to the SEC on Form
10-K for its fiscal year ended December 31, 1995, including the
financial statements and schedules thereto. Written requests
for the Form 10-K should be directed to Sharon T. Roppolo,
Secretary, First National Bankshares, Inc., 600 East Main
Street, Houma, Louisiana, 70360. This report will be available
after March 31, 1996.
Regardless of whether you expect to be present at the Annual
Meeting in person, please sign, date, and promptly return the
proxy in the enclosed business reply envelope. No postage is
necessary if mailed in the United States.
By Order of the Board of Directors
Jerome H. Mire
President and
Chief Executive Officer
Houma, Louisiana
April 12, 1996
PROXY FIRST NATIONAL BANKSHARES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 14, 1996
The undersigned hereby (a) acknowledges receipt of the Notice
of Annual Meeting of Shareholders of First National Bankshares,
Inc. (the "Company") to be held on May 14, 1996, and the Proxy
Statement in connection therewith, each dated April 12, 1996,
(b) constitutes and appoints Roland J. Champagne, Thomas H.
Givens, M.D., and Samuel G. deGeneres, or any one of them acting
in the absence of the others, with full power of substitution,
the lawful attorneys and proxies of the undersigned, (c)
authorizes the proxies to attend and represent the undersigned
at the Annual Meeting of Shareholders of the Company, and at all
adjournments thereof, and to vote all of the shares of First
National Bankshares, Inc. in the name of the undersigned which
the undersigned would be entitled to vote if personally present,
and (d) revokes any proxies heretofore given.
Election of the following nominees as Directors:
Kamal Abdelnour Jerome H. Mire
James J. Buquet, Jr. Calvin J. Ortego
Hilton J. Michel, Jr.
FOR all nominees
WITHHOLD AUTHORITY to vote for all nominees
Withhold authority to vote for only the following nominee(s):
(Write the name(s) of the nominee(s) below)
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION TO THE
BOARD OF DIRECTORS OF THE NOMINEES LISTED ON THIS PROXY AND IN
THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER BUSINESS THAT
MAY COME BEFORE THE MEETING.
Dated: ,1996
(Signature of Shareholder)
(Your signature on this proxy should correspond with the name
appearing on your stock certificate. When signing as Executor,
Administrator, Trustee, Guardian, Attorney, etc. please indicate
your full title. If stock is held jointly, each joint owner
must sign.)
Note: No officer or employee of First National Bank of Houma
may be named proxy.
PLEASE DATE, SIGN, AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.