ASSUMPTION BANCSHARES, INC.
110 Franklin Street
Post Office Box 398
Napoleonville, Louisiana 70390
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The annual meeting of shareholders of Assumption Bancshares,
Inc. (the "Company") will be held at the Company's main office at
110 Franklin Street, Napoleonville, Louisiana, on Wednesday, May
17, 1995 at 2:00 P.M., to vote upon the following matters:
1. The election of five Class II directors.
2. The transaction of such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on
March 31, 1995 are entitled to notice of and to vote at the
annual meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE
REVOKED BY APPROPRIATE NOTICE TO THE COMPANY'S SECRETARY AT ANY
TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/ Harold F. Templet
Harold F. Templet
Secretary and Treasurer
Napoleonville, Louisiana
April 14, 1995
ASSUMPTION BANCSHARES, INC.
110 Franklin Street
Post Office Box 398
Napoleonville, Louisiana 70390
April 14, 1995
PROXY STATEMENT
This proxy statement is being furnished, beginning on the
date set forth above, to shareholders of Assumption Bancshares,
Inc. (the "Company") in connection with the solicitation on
behalf of its Board of Directors (the "Board") of proxies for use
at the annual meeting of shareholders of the Company to be held
on Wednesday, May 17, 1995, at the time and place set forth in
the accompanying notice, or at any adjournments thereof (the
"Meeting").
Only shareholders of record at the close of business on
March 31, 1995 are entitled to notice of and to vote at the
Meeting. On that date the Company had outstanding 160,000 shares
of common stock, $5.00 par value per share (the "Common Stock"),
each of which entitles the holder to one vote.
The enclosed proxy, even though executed and returned, may
be revoked at any time prior to the voting of the proxy by filing
with the Company's Secretary a written revocation or duly
executed proxy bearing a later date or by attending the meeting
and voting in person.
The cost of soliciting proxies in the enclosed form will be
borne by the Company. In addition to the use of the mails,
proxies may be solicited by personal interview and telephone by
the Company's regular employees. Banks, brokerage houses and
other nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain
authorization for the execution of proxies, and the Company will,
upon request, reimburse them for their expenses in so acting.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the
number of directors will be such number as is designated in the
Company's By-laws, and the Company's By-laws currently fix the
number of directors at thirteen.
The Board is divided into the three classes designated in
the table below. Each director holds office for a term ending on
the date of the third succeeding annual meeting of shareholders
following his election. The term of the five Class II directors,
Dr. Cox and Messrs. F. Savoie, Templet, Thibaut and Triche, will
expire at the Meeting, and each of these incumbent directors has
been nominated by the Board for re-election for a three year term
that will expire in 1998.
Only five directors may be elected at the Meeting, and
proxies cannot be voted for a greater number of persons. Unless
authority is withheld, the persons named in the enclosed proxy
will vote for the election of the five Class II directors named
below to serve until the 1998 annual meeting and until their
successors are duly elected and qualified. In the unanticipated
event that any nominee cannot be a candidate at the Meeting,
proxies will be voted for such person, if any, as may be
designated by the Board. Management has no reason, however, to
believe that any nominee will be unavailable to serve as a
director of the Company. Directors of the Company are elected by
a plurality vote.
The following table sets forth certain information as of
March 15, 1995, with respect to each nominee for election as a
Class II director, each incumbent Class I and Class III director,
and all directors and executive officers of the Company as a
group. Unless otherwise indicated, each person has been engaged
in the principal occupation shown for the past five years and
holds, with sole voting power, the shares listed. Beneficial
ownership of the shares of Common Stock has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of
1934. All of the nominees are also directors of Assumption Bank
& Trust Company (the "Bank"), the sole subsidiary of the Company.
First Shares of
Elected Common Stock Percent
Principal Occupation Director Beneficially of
Name Age or Employment of the Bank Owned Class
____ ___ ____________________ ___________ ____________ _______
Nominees for election as Class II Directors (for term expiring in 1998):
Nelson A. Cox, Sr., M.D. 82 Physician; Coroner of 1965 1,870 1.17%
Assumption Parish
Felix H. Savoie, Jr.<FN1> 63 Attorney at Law; Vice Presi- 1993 650 *
dent - Dugas & LeBlanc Ltd.
(sugar cane growers and
processors)
Nicess P. Templet 67 Retired; Investor; Former 1987 978 *
owner of Griffin's AG, Inc.
(retail grocer)
John E. Thibaut 68 Chairman of the Board of 1963 2,000 1.25%
the Company and the Bank;
Investor; Farm Management
(Retired February, 1990
as President of Glenwood
Co-op, Inc. (sugar cane
growers and processors))
Risley C. Triche 66 Attorney at Law 1972 1,293<FN2> *
Continuing Class I Directors (term expires in 1997):
Patrick E. Cancienne, Sr.<FN1> 65 President, Savoie 1982 895 *
Industries, Inc.
(sugar cane growers
and processors)
Joseph H. Montero, II 60 President and Chief 1978 2,000 1.25%
Executive Officer of the
Company and the Bank
Clarence J. Savoie, II<FN1> 47 President, C.J. Savoie 1987 925<FN3> *
Consulting Engineers,Inc.
Stanley S. Sternfels 60 President, Economical 1983 1,250 *
Wholesale, Inc. (wholesale
grocery company)
First Shares of
Elected Common Stock Percent
Principal Occupation Director Beneficially of
Name Age or Employment of the Bank Owned Class
____ ___ ____________________ ___________ ____________ _______
Nominees for election as Class III Directors (term expires in 1996):
F. N. Carrier, Jr. 79 Retired; Investor 1958 1,790 1.12%
Ridley J. Gros, Phd. 53 Dean, College of Business 1991 200 *
Administration, Nicholls
State University
Leonard C. Guedry, Jr. 45 President, Leonard Guedry 1991 200 *
Insurance Agency, Inc.;
Owner, Guedry Real Estate
Agency
Robert J. Tregre 50 President, Robert's Food 1991 400 *
Store, Inc. (Retail Outlet)
All Directors and
Executive Officers
as a Group (14 Persons) -- -- -- 14,756 9.22%
____________________
*Less than one percent.
<FN1> Mr. Cancienne, Mr. C. Savoie and Mr. F. Savoie are
cousins.
<FN2> Includes 50 shares as to which Mr. Triche shares voting
and investment power.
<FN3> Includes 60 shares as to which Mr. Savoie shares voting
and investment power.
________________________
The Company's Board met five times, and the Bank's Board
of Directors met twelve times during 1994. No director
attended fewer than 75% of the total number of meetings held
during 1994 of the Boards of Directors of the Company and the
Bank and of the committees on which he served.
The Board's Executive Committee also functions as the
Personnel and Compensation Committee and is composed of
Messrs. Thibaut, Cancienne, Templet, Guedry, Triche, F.
Savoie and Tregre. Mr. Montero serves in an ex-officio
capacity. The Personnel and Compensation Committee met once
during 1994.
The Company does not maintain standing audit or
nominating committees or committees performing similar
functions.
Directors do not receive fees for attending meetings of
the Company's Board. Each director of the Bank receives a
fee of $500 per month if present and $250 per month if not
present at the Bank's board meetings. Bank committee
meetings are held from time to time as necessary, and
directors, other than the President and Chief Executive
Officer, are paid $100 per committee meeting attended.
Management is not aware of any person or group of
persons who beneficially own more than five percent of the
Common Stock.
EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND OTHER
TRANSACTIONS
Executive Officers
The executive officers of the Company and the Bank are
Joseph H. Montero, II and Harold F. Templet. Mr. Montero,
60, is the President and Chief Executive Officer of the
Company and the Bank and has served as an executive officer
of the Bank since 1971. Mr. Templet, 48, has been an
executive officer of the Bank since 1981, and currently
serves as the Company's Secretary and Treasurer and the
Bank's Senior Vice President.
Summary of Compensation
The following table provides certain information
regarding the compensation of Joseph H. Montero, II,
President and Chief Executive Officer of the Company and the
Bank, for each of the preceding three years.
Summary Compensation Table
Annual Compensation
_____________________________________
Name and Other Annual
Principal Position Year Salary Bonus Compensation<FN1>
_______________________________ ______ ________ _______ ________________
Joseph H. Montero, II President
and Chief Executive Officer 1994 103,555 $6,000 $6,000
1993 103,555 5,000 7,000
1992 103,555 5,030 6,300
____________________
<FN1> Consists of director fees.
________________________
Other Transactions
Directors and executive officers of the Company and the
Bank and their associates have been customers of and have had
loan transactions with the Bank, and such transactions are
expected to continue in the future. In the opinion of the
Company's management, all loans to such persons were made in
the ordinary course of business, were made on substantially
the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with
others, and did not involve when made and have not involved
since they were made, more than the normal risk of
collectibility or present other unfavorable features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended
December 31, 1994 were audited by the firm of KPMG Peat
Marwick LLP, independent certified public accountants, which
was chosen by the shareholders of the Company at the 1993
annual meeting to perform such work for the years 1993, 1994
and 1995. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Meeting with the opportunity to
make a statement if they desire, and will be available to
respond to appropriate questions.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of
the outstanding shares of the Common Stock is necessary to
constitute a quorum to organize the Meeting. For purposes of
determining the amount of voting power present or represented
at the Meeting, shares as to which the proxy holders have
been directed to abstain from voting or as to which authority
has been withheld will be treated as present and broker
nonvotes will be treated as not present.
All proxies received in the form enclosed will be voted
as specified and, in the absence of instructions to the
contrary, will be voted for the election of the nominees
named herein. Because directors are elected by plurality
vote, withholding authority to vote in such election will not
affect whether the proposed nominees named herein are
elected.
Management does not know of any matters to be presented
at the Meeting other than the election of directors. The
enclosed proxy, however, will confer discretionary authority
with respect to any other matter that may properly come
before the Meeting. If any such matter is presented, the
persons named in the enclosed proxy intend to vote the shares
represented by them in accordance with their best judgment.
Shareholder Nominations and Proposals
The Company's Articles of Incorporation set forth the
nomination procedure to be followed by the Company's
shareholders in nominating individuals for election to the
Board, other than incumbent directors. In general, written
nominations containing certain specified information must be
delivered to the Company's President not less than fourteen
days prior to the annual meeting, and nominations not made in
accordance with these procedures may be disregarded by the
Chairman of the annual meeting.
Eligible shareholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to
the 1996 annual meeting of the Company's shareholders must
forward such proposals to the Company's Secretary at the
address listed on the first page of this proxy statement in
time to arrive at the Company prior to December 15, 1995.
By Order of the Board of Directors
/s/ Harold F. Templet
Harold F. Templet
Secretary and Treasurer
Napoleonville, Louisiana
April 14, 1995
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and
appoints Ridley J. Gros, Phd., Leonard C. Guedry,
Jr. and Robert J. Tregre, or any one of them in the
absence of the others, with power of substitution,
the proxies of the undersigned to attend the annual
meeting of shareholders of Assumption Bancshares,
Inc. (the "Company") on May 17, 1995, and any
adjournment thereof, and to vote the Company's
common stock standing in the name of the
undersigned as designated below.
1. With respect to the election of five Class II
directors:
FOR ( ) WITHHOLD AUTHORITY ( )
all nominees to vote for all nominees
listed below listed below
(except as
marked to the
contrary below)
INSTRUCTION: To withhold authority to vote
for any individual nominee or nominees,
strike a line through the nominee's name in
the list below.
Nelson A. Cox, Sr., M.D. John E. Thibaut
Felix H. Savoie, Jr. Risley C. Triche
Nicess P. Templet
2. In their discretion, to vote upon such other
matters as may properly come before the
meeting or any adjournments thereof.
(Continued and to be signed on the other side.)
This proxy will be voted as specified. IF NO
SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED FOR THE NOMINEES SET FORTH
HEREIN.
DATE:____________________ __________________________
Signature of Shareholder
__________________________
Signature if held jointly
Please sign exactly as your
name appears on the
certificate or certificates
representing shares to be
voted by this proxy (same
as name appears on envelope
containing these proxy
materials). When signing as
executor, administrator,
attorney, trustee or
guardian, please give full
titles as such. If a
corporation, please sign in
corporate name by president
or other authorized officer.
If a partnership, please
sign in partnership name by
authorized persons.