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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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The New Iberia Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
The Shareholders Committee of The New Iberia Bancorp, Inc.
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THE SHAREHOLDERS COMMITTEE
OF
THE NEW IBERIA BANCORP, INC.
JULES A. SCHWING, CHAIRMAN
CHARLES LEMAIRE, COORDINATOR P.O. BOX 10069
JAMES L. GRAY NEW IBERIA, LOUISIANA 70562-0069
EDMOND A. LAMPEREZ, M.D. TELEPHONE (318) 364-9905
EUGENE PATOUT
August 20, 1996
Dear Shareholder:
Your Shareholders Committee very much regrets that negotiations between the
Whitney and New Iberia Bancorp have broken down. You probably have many
questions as to why this happened, especially considering the fact most banking
analysts, including our own, felt that this was an extremely attractive deal for
Bancorp's shareholders. The Whitney's offer of $56 million was equal to
approximately 2.4 times Bancorp's book value, far in excess of where most
Louisiana bank mergers are priced.
Unfortunately, you never had the opportunity to vote on this merger. A small
group of shareholders, led by our Chairman James W. Schwing, Sr., and consisting
of his family, clients, several friends, and vendors to the bank, decided that
you should not be able to exercise your vote. On Thursday, July 11, just two
business days before a Definitive Agreement was to be signed, James Schwing (the
leader) and this group filed a document - a schedule 13D - with Bancorp and with
the Securities and Exchange Commission in which they stated their intentions to
oppose and take all actions to fight the merger. A copy of this document was
sent to the Whitney. James Schwing knew his actions would in all probability
kill the merger, as indeed it did.
After almost a year of negotiating and hundreds of thousands of dollars of legal
fees incurred by the New Iberia Bancorp spent both to negotiate the agreement
and oppose the Shareholders Committee (approximately $700,000 of Bancorp money -
YOUR MONEY) and six months after his board voted to proceed with negotiations
our Chairman James Schwing decided to go his own way. Not one other of
Bancorp's 11 man board joined him in this effort.
We are astounded by our Chairman's actions, as well as by his short memory. At
the Shareholders meeting of April 17, 1995, when his leadership on this question
was being challenged, James Schwing made the following statement:
"I think . . . that maybe it is in the mind of a lot of you here, that
maybe the present board of directors, particularly maybe myself, is not
interested in looking at any offers from any other banks. And maybe you
feel like as a shareholder that's not fair to you. Certainly, I'm a
shareholder in this bank and feel it would be unfair to me if I did not
consider other offers by other banks. All of the material that you have
received from Tony (Schwing) and his lawyers have all indicated that we are
not receptive to that idea. And that is absolutely wrong.
. . . We have a good board of directors and we intend to pursue our
fiduciary responsibility, whatever that might be."
Were these just hollow words spoken to get re-elected? It would appear so.
Not only did our Chairman James Schwing oppose the merger with the filing of the
13D, but his hostility and animosity toward the Whitney were apparent throughout
the entire negotiating process. Instead of leading our Bank and employees
forward, he poisoned attitudes. A definitive agreement which normally would
take a month to negotiate, dragged on for seven months, at a huge cost to the
shareholders.
Page 2
The effect of James Schwing's actions can clearly be seen in the decline in the
market value of our stock, to $20.50 a share as of August 9, 1996, some
$15,500,000 ($7.75/share) LESS than Whitney's offer. Furthermore, we will
receive $966,000 (48 cents/share) LESS Current Annual Dividends we might have
received than if we had merged with Whitney; that is, assuming a Whitney market
price of $30 per share at closing. This means that our current Bancorp dividends
(45 cents/share) will remain at LESS than ONE HALF of what we expected to
receive from Whitney. And finally, Bancorp has realized an estimated $700,000
LESS in earnings because of its additional legal expenses incurred in fighting
this effort. Thanks, Jimmy!
We live in a country where our vote on matters is supposedly our most precious
right. The concepts apply in our corporate democracy. Apparently our Chairman
does not believe in this democracy. He took your right away! He does not have
the right, individually, by taking the lead role in opposing the merger, to
deprive the rest of the Shareholders of the opportunity to vote on a proposal
the Board regarded desirable in January when it announced that it had agreed to
negotiate a Definitive Agreement with the Whitney. Being personally against a
merger is one thing; but for our Chairman to create such a hostile environment
and thus damage our Bank in doing so is appalling!
Our Shareholders Committee is a little down, BUT NOT OUT. We are not giving up;
and in fact, are more committed than ever. We urge you to communicate your views
to the Chairman, James Schwing, and to other Board Members when it is time to
re-elect a board. This is one vote they cannot take away from you. Good Luck!
Please stay with us.
Very truly yours,
THE SHAREHOLDERS COMMITTEE
OF THE NEW IBERIA BANCORP, INC.*
By: /s/ Jules A. Schwing /s/ Charles LeMaire
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Jules A. Schwing, Chairman Charles LeMaire
/s/ James L. Gray /s/ Edmond A. Lamperez, M.D.
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James L. Gray Edmond A. Lamperez, M.D.
/s/ Eugene Patout
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Eugene Patout
JAS/as
cc: Mr. Ernest Freyou
Board of Directors
*Information regarding the stock ownership of Committee members (accurate on the
date of this letter but not reflecting Bancorp's 40 for 1 stock spilt in April
1995) is shown in the Proxy Statement of Jules A. Schwing for Bancorp's 1994
Annual Meeting of Shareholders.