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
15, 1996 at 2:00 P.M., to vote upon the following matters:
1. The election of four Class III directors.
2. The consideration of a shareholder proposal to amend the
Company's By-laws.
3. 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, 1996 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
Harold F. Templet
Secretary and Treasurer
Napoleonville, Louisiana
April 12, 1996
ASSUMPTION BANCSHARES, INC.
110 Franklin Street
Post Office Box 398
Napoleonville, Louisiana 70390
April 12, 1996
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 15, 1996, 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, 1996 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 four Class III
directors, Messrs. Carrier, Guedry and Tregre and Dr. Gros, 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 1999.
Only four 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 four Class III directors named
below to serve until the 1999 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.
The following table sets forth certain information as of
March 17, 1996, with respect to each nominee for election as a
Class III director, each incumbent Class I and Class II 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 (the "Exchange Act"). All of the nominees are also
directors of Assumption Bank & Trust Company (the "Bank"), the
sole subsidiary of the Company.
Shares of
Principal First Common Stock Percent
Occupation Elected Beneficially of
Name Age or Employment Director Owned Class
_______ _____ _______________ _________ ____________ _________
Nominees for election as Class III Directors (for term expiring in 1999):
F. N. Carrier, Jr. 80 Retired; Investor 1958 1,790 1.12%
Ridley J. Gros, Phd. 54 Dean, College of 1991 200 *
Business
Administration,
Nicholls State University
Leonard C. Guedry, Jr.46 President, Leonard 1991 200 *
Guedry Insurance
Agency, Inc.; Owner,
Guedry Real Estate Agency
Robert J. Tregre 51 President, Robert's 1991 400 *
Food Store, Inc.
(Retail Outlet)
Continuing Class I Directors (term expires in 1997):
Patrick E.
Cancienne, Sr.<F1> 66 President, Savoie 1982 1,300 *
Industries, Inc.
(sugar cane growers
and processors)
Joseph H.
Montero, II 61 President and Chief 1972 2,000 1.25%
Executive Officer of the
Company and the Bank
Clarence J.
Savoie, II<F1> 48 Chairman of the Board 1987 925<F3> *
of the Company and
the Bank since 1995;
President, C.J. Savoie
Consulting Engineers, Inc.
Stanley S. Sternfels 61 President, Economical 1983 1,250 *
Wholesale, Inc. (wholesale
grocery company)
Shares of
Principal First Common Stock Percent
Occupation Elected Beneficially of
Name Age or Employment Director Owned Class
_______ _____ _______________ _________ ____________ _________
Continuing Class II Directors (term expires in 1998):
Nelson A.
Cox, Sr., M.D. 83 Physician; 1965 1,870 1.17%
Coroner of
Assumption Parish
Felix H.
Savoie, Jr.<F1> 64 Attorney at Law; 1993 890 *
Vice President -
Dugas & LeBlanc Ltd.
(sugar cane growers and
processors)
Nicess P. Templet 68 Retired; Investor; 1987 978 *
Former owner of
Griffin's AG, Inc.
(retail grocer)
John E. Thibaut 69 Investor; Farm 1963 2,000 1.25%
Management
Risley C. Triche 67 Attorney at Law 1972 1,293<F2> *
All Directors and
Executive Officers
as a Group (14 Persons) - --- -- 15,401 9.63%
_______________________
*Less than one percent.
<F1> Mr. Cancienne, Mr. C. Savoie and Mr. F. Savoie are cousins.
<F2> Includes 50 shares as to which Mr. Triche shares voting and
investment power.
<F3> 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 1995. No director
attended fewer than 75% of the total number of meetings held
during 1995 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. C. Savoie, Cancienne, Templet, Guedry, and Tregre.
Mr. Montero serves in an ex-officio capacity. The Personnel
and Compensation Committee met once during 1995.
The Board's Audit Committee is composed of Messrs. F.
Savoie, Thibaut, Tregre and Sternfels. The Audit Committee
met once during 1995. The Company does not maintain a
nominating committee or a committee 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,
61, 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, 49, 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<F1>
____________________ ______ ______ ______ ________________
Joseph H. Montero, II 1995 $103,555 $5,300 $6,000
President and Chief 1994 $103,555 6,000 6,000
Executive Officer 1993 $103,555 5,000 7,000
_______________________
<F1> Consists of director fees.
________________________
Certain 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
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.
Section 16(a) of the Exchange Act requires the Company's
directors and executive officers to file with the Securities
and Exchange Commission initial reports of beneficial
ownership, and changes in beneficial ownership, of the Common
Stock. In 1993, Felix H. Savoie, Jr., a director of the
Company, inadvertently failed to file a report required by
Section 16(a) of the Exchange Act reporting his ownership of
shares of Common Stock at the time he became a director of
the Company. In 1994, Patrick E. Cancienne, Sr., a director
of the Company, inadvertently failed to file a report
required by Section 16(a) of the Exchange Act reporting two
transactions related to the acquisition of shares of Common
Stock.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended
December 31, 1995 were audited by the firm of KPMG Peat
Marwick LLP, independent certified public accountants.
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.
SHAREHOLDER PROPOSAL
Mr. Jess J. Waguespack, 5047 Highway 1, P.O. Box 53,
Napoleonville, Louisiana 70390 has notified the Company that
he will present the following proposal for action at the
Meeting. In his notification, Mr. Waguespack has represented
that he holds in the aggregate 390 shares of the Common
Stock. The resolution submitted by Mr. Waguespack is as
follows:
Section 3.5 of the By-laws limits eligibility of
Board members to those persons over 30 years of age
and under 70 years of age. However, all directors
on the Board when the provision became effective
were exempted. There are presently seven members
of the Board who are not subject to this provision,
making the provision illusory. Therefore, I
propose the following resolution:
RESOLVED, that the last sentence of Section 3.5 of
the By-laws, which provides "The provisions of this
Section 3.5 shall not apply to persons who were
also members of the Board of Directors of
Assumption Bank and Trust Company on March 9, 1983"
should be deleted, effective for all candidates
that may be elected or appointed after the 1996
annual shareholders meeting.
STATEMENT BY THE DIRECTORS IN OPPOSITION TO THE SHAREHOLDER
PROPOSAL
The Board of Directors does not support the shareholder
proposal and, for the reasons set forth below, unanimously
urges you to vote AGAINST the proposal, if it is presented at
the Meeting.
The Company's bylaws currently prohibit a person who is
under the age of 30 or over the age of 70 from standing for
election to the Board. Persons who were members of the Board
of Directors on March 9, 1983 are exempted. The members of
the Board of Directors, who unanimously adopted this
provision were: Francis N. Carrier, Jr., Dr. Nelson A. Cox,
Sr., Clifton B. Dolese, Joseph U. Melancon, Joseph H.
Montero, Charles C. Savoie, Sr., Honore St. German, Jr., John
E. Thibaut, Sam C. Barbera, Herman Cafiero and Patrick E.
Cancienne, Sr.
The Board believes that it is in the best interests of
the Company and its shareholders to have the continued
freedom of choice to elect as directors those people who,
through their tenure as directors of the Company and the
Bank, are the most experienced and knowledgeable about the
Company's and the Bank's affairs. The Board believes that
these directors are among the most knowledgeable persons in
the area regarding the business of banking and to eliminate
any of them from eligibility to serve the Company and the
Bank would be a mistake.
The shareholders have the ultimate decision on any
nominee. Each director must stand for re-election once every
three years, at which time the shareholders can vote for or
against any nominee for director, as shareholders so choose.
The Board feels that those persons who serve as
directors of the Bank, because of their familiarity with the
Company's affairs, represent a particularly talented pool of
potential directors. The benefits of having these particular
persons eligible for nomination and election far outweighs
any concerns about their age. THEREFORE, THE BOARD
UNANIMOUSLY URGES YOU TO VOTE AGAINST THE PROPOSAL, IF IT IS
PRESENTED AT THE ANNUAL MEETING.
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 and against the shareholder proposal to amend
the Company's By-laws. Directors of the Company are elected
by a plurality vote, and as a result, withholding authority
to vote in such election will not affect whether the proposed
nominees named herein are elected.
The adoption of the shareholder proposal requires the
affirmative vote of a majority of the shares of Common Stock
present or represented at the Meeting. Abstention will have
the effect of a vote against the shareholder proposal and any
other matter other than the election of directors that is
properly brought before the Meeting. Broker non-votes will
be counted as not present and therefore will have no effect
on the outcome of the vote with respect to such proposal or
other matter.
As of the date of this Proxy Statement, the Board of
Directors does not know of any other matters to be presented
for consideration at the Annual Meeting other than two
proposals of a shareholder that have been omitted from this
Proxy Statement in accordance with Rule 14a-8 promulgated by
the Securities and Exchange Commission because such rule
limits the number of proposals a shareholder may submit for
inclusion in a company's proxy statement to one. If the
omitted shareholder proposals or other matters should
properly come before the Annual Meeting, the persons named in
the enclosed form of Proxy, or their substitutes, will vote
the shares represented by the proxies with respect to any
such matters 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 1997 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 13, 1996.
By Order of the Board of Directors
/s/ Harold F. Templet
Harold F. Templet
Secretary and Treasurer
Napoleonville, Louisiana
April 12, 1996
<PAGE.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and
appoints Patrick E. Cancienne, Sr., Stanley S.
Sternfels, and John E. Thibaut, 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
15, 1996, 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 four Class
III directors:
FOR( ) WITHHOLD AUTHORITY( )
all nominees listed below (except to vote for all nominees
as marked to the contrary below) listed 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.
F.N. Carrier, Jr. Leonard C. Guedry, Jr.
Ridley J. Gros, Phd. Robert J. Tregre
The Board of Directors recommends that you vote
AGAINST this proposal by checking the box marked
"AGAINST".
2. By-law amendment proposal:
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. 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.