March 24, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of First
Allen Parish Bancorp, Inc. (the "Company"), I cordially invite
you to attend the first Annual Meeting of Stockholders. The
meeting will be held at 4:00 p.m., Oakdale, Louisiana time on
April 24, 1997 at The Hardwood Mill Restaurant, Magnolia Room,
located at 1194 Old River Mill Road, Oakdale, Louisiana 71463.
The enclosed Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted. During the Annual
Meeting we will also report on the operations of the Company
since the completion of the conversion of First Federal Savings
and Loan Association of Allen Parish (the "Association") from
mutual to stock form and its reorganization into the holding
company form of ownership.
An important aspect of the Annual Meeting process is the
stockholder vote on corporate business items. I urge you to
exercise your rights as a stockholder to vote and participate in
this process. Stockholders are being asked to consider and vote
upon the proposals to elect two directors of the Company and to
ratify the appointment of independent auditors of the Company for
the fiscal year ending December 31, 1997. The Board has
carefully considered both of these proposals and believes that
their approval is in the best interests of the Company and its
stockholders. Accordingly, your Board of Directors unanimously
recommends that you vote for both of the proposals.
I encourage you to attend the Annual Meeting in person.
Whether or not you attend the Annual Meeting, I hope that you
will read the enclosed Proxy Statement and then complete, sign
and date the enclosed proxy card and return it in the postage
prepaid envelope provided. Returning a properly executed and
dated proxy card will save the Company additional expense in
soliciting proxies and will ensure that your shares are
represented. Please note that you may vote in person at the
Annual Meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Charles L. Galligan
President and Chief Executive
Officer
FIRST ALLEN PARISH BANCORP, INC.
222 South 10th Street
Oakdale, Louisiana 71463
(318) 335-2031
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 24, 1997
Notice is hereby given that the Annual Meeting of
Stockholders (the "Meeting") of First Allen Parish Bancorp, Inc.
will be held at The Hardwood Mill Restaurant, Magnolia Room,
located at 1194 Old River Mill Road, Oakdale, Louisiana at 4:00
p.m., Oakdale, Louisiana time, on April 24, 1997.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of two directors of the Company for three
year terms;
2. The ratification of the appointment of Darnall, Sikes,
Kolder, Frederick & Rainey as the auditors of the Company for the
fiscal year ending December 31, 1997;
and such other matters as may properly come before the Meeting,
or any adjournments thereof. The Board of Directors is not aware
of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to
which the Meeting may be adjourned. Stockholders of record at
the close of business on March 10, 1997 are the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of
proxy, which is solicited on behalf of the Board of Directors,
and to mail it promptly in the enclosed envelope. The proxy will
not be used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
-----------------------------------
Leslie A. Smith
Secretary
Oakdale, Louisiana
March 24, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT
THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
PROXY STATEMENT
First Allen Parish Bancorp, Inc.
222 South 10th Street
Oakdale, Louisiana 71463
(318) 335-2031
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 24, 1997
This Proxy Statement is furnished in connection with the
solicitation on behalf of the Board of Directors of First Allen
Parish Bancorp, Inc. (the "Company"), the parent company of First
Federal Savings and Loan Association of Allen Parish (the
"Association"), of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at
The Hardwood Mill Restaurant, Magnolia Room, located at 1194 Old
River Mill Road, Oakdale, Louisiana on April 24, 1997, at 4:00
p.m., Oakdale, Louisiana time, and all adjournments of the
Meeting. The accompanying Notice of Annual Meeting and this
Proxy Statement are first being mailed to stockholders on or
about March 24, 1997.
At the Meeting, stockholders of the Company are being asked
to consider and vote upon the proposals to elect two directors of
the Company, and to ratify the appointment of Darnall, Sikes,
Kolder, Frederick & Rainey as independent auditors of the Company
for the fiscal year ending December 31, 1997.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), represented at the Meeting by
properly executed proxies received prior to or at the Meeting,
and not revoked, will be voted at the Meeting in accordance with
the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the proposals set
forth in this Proxy Statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting,
that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named
in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best
judgment.
As to the election of directors, the proxy card being
provided by the Board of Directors enables a stockholder to vote
FOR the election of the nominees proposed by the Board, or to
WITHHOLD AUTHORITY to vote for one or more of the nominees being
proposed. One-third of the shares of the Common Stock entitled
to vote at the Meeting, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting.
Under Delaware law and the Company's Certificate of Incorporation
and Bylaws, directors are elected by a plurality of votes cast.
Broker non-votes have no effect on the vote. Abstentions and
broker non-votes are counted for
purposes of determining a quorum. As to the ratification of the
appointment of Darnall, Sikes, Kolder, Frederick & Rainey as
independent auditor of the Company, by checking the appropriate
box, a stockholder may: (i) vote FOR the item; (ii) vote AGAINST
the item; or (iii) ABSTAIN from voting on the item. Under the
Company's Certificate of Incorporation and Bylaws, the
ratification of this matter shall be determined by a majority of
the votes cast, without regard to broker non-votes, or proxies
marked ABSTAIN.
A proxy given pursuant to the solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (i)
filing with the Secretary of the Company at or before the Meeting
a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a subsequent proxy relating to the
same shares and delivering it to the Secretary of the Company at
or before the Meeting, or (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not in and of
itself constitute revocation of a proxy). Any written notice
revoking a proxy should be delivered to Leslie A. Smith,
Secretary, First Allen Parish Bancorp, Inc., 222 South 10th
Street, Oakdale, Louisiana 71463.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on March
10, 1997 will be entitled to one vote for each share of Common
Stock then held. As of that date, the Company had 264,506 shares
of Common Stock issued and outstanding. The following table sets
forth information as of March 10, 1997 regarding share ownership
of those persons or entities known by management to own
beneficially more than five percent of the Common Stock and of
all directors and executive officers of the Company and the
Association as a group.
Shares
Beneficially Percent
Beneficial Owner Owned of Class
- -----------------------------------------------------------------
First Allen Parish Bancorp, Inc. 21,160 8.00%
Employee Stock Ownership Plan(1)
222 South 10th Street
Oakdale, Louisiana 71463
Jonathan Brooks 20,000 7.56%
950 Third Avenue, 20th Floor
New York, New York 10022
Directors and executive officers 52,229(2) 19.75%
of the Company and the
Association as a group (7 persons)
- ---------------------
(1) The amount reported represents all shares held by the
Employee Stock Ownership Plan ("ESOP"), of which 529 shares have
been allocated to accounts of participants. First Bankers Trust
Company, N.A. of Quincy, Illinois, the trustee of the ESOP, may
be deemed to beneficially own the shares held by the ESOP which
have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as
to the voting of shares allocated to their accounts under the
ESOP. Unallocated shares held in the ESOP's suspense account are
voted by the trustee in the same proportion as allocated shares
voted by participants.
(2) Amount includes shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts,
shares held in a fiduciary capacity or by certain family members,
with respect to which shares the group members may be deemed to
have sole or shared voting and/or investment power.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of
six members, each of whom is also a director of the Association.
The Directors are divided into three classes. Directors of the
Company are generally elected to serve for a three-year term
which is staggered to provide for the election of approximately
one-third of the directors each year.
The following table sets forth certain information regarding
the Company's Board of Directors, including their terms of office
and nominees for election as directors. It is intended that the
proxies solicited on behalf of the Board of Directors (other than
proxies in which the vote is withheld as to the nominee) will be
voted at the Meeting for the election of the nominees identified
in the following table. If any nominee is unable to serve, the
shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no
reason why the nominee might be unable to serve, if elected.
Except as described herein, there are no arrangements or
understandings between any director or nominee and any other
person pursuant to which such director or nominee was selected.
PAGE
Shares of
Common Stock
Age at Beneficially
December 31, Positions Held Director Current Term Owned at March Percent
Name 1996 with the Bank Since(1) To Expire 10, 1997(2) Of Class
- -----------------------------------------------------------------------------------------------------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
Charles L. Galligan 56 President and Chief 1991 1997 10,170 3.84%
Executive Officer,
and Director
J.C. Smith 66 Director 1995 1997 10,000 3.78%
DIRECTORS CONTINUING IN OFFICE
Dr. James D. Sandefur 55 Chairman of the Board 1989 1999 10,000 3.78%
Jesse Boyd, Jr. 72 Director 1962 1998 10,000 3.78%
James E. Riley 72 Director 1962 1998 5,000 1.89%
Leslie A. Smith 64 Corporate Secretary 1993 1999 5,000 1.89%
and Director
- -----------------------------
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held jointly with family members,
shares held in retirement accounts, shares held by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee or substantial
beneficiary, with respect to which shares the named individuals may be deemed to have sole
or shared voting and/or investment power. Also includes shares allocated to the individual
account of Mr. Charles Galligan under the Association's Employee Stock Ownership Plan.
PAGE
The business experience of each director and director
nominee is set forth below. All directors have held their
present positions for at least the past five years, except as
otherwise indicated.
Charles L. Galligan. Mr. Galligan has served as the
President and Chief Executive Officer since joining the
Association in 1991. In these capacities, he is responsible for
overseeing the day to day operations of the Association. Prior
to joining the Association, Mr. Galligan was President of
Vermilion Federal Savings Bank located in Abbeville, Louisiana.
J. C. Smith. Mr. Smith's principal business is farming. He
is also involved in J.C. Smith & Sons, Partnership, a farming
operation, and J. C. Smith & Sons Auto and Home Service Center, a
retail hardware store, both located in Oberlin, Louisiana.
Dr. James D. Sandefur. Dr. Sandefur has served as Chairman
of the Board since January 1996. Dr. Sandefur was a practicing
optometrist, and was the owner of the Vision Clinic located in
Oakdale, Louisiana, from March 1968 until June 1996. Dr.
Sandefur is presently semi-retired and works as a consultant for
the Vision Clinic, Oakdale, Louisiana.
Jesse Boyd, Jr. Mr. Boyd is the owner and president of Boyd
Buick-Cadillac-Chevrolet-Pontiac-Olds-GMC, Inc., a car
dealership, and Boyd Oil Company, a bulk oil distributorship,
located in Oakdale and Glenmora, Louisiana, respectively.
James E. Riley. Mr. Riley owned and operated a pharmacy in
Oberlin, Louisiana until his retirement in 1990.
Leslie A. Smith. Mr. Smith is the principal of the Oakdale
Elementary School.
In 1994, Mr. T. H. Mayes, who had served as a director of
the Association since 1965, retired from the board and was named
a director emeritus.
Executive Officers Who Are Not Directors
Executive officers of the Company and the Association are
elected annually by the Board of Directors of the Company and the
Association, respectively. The business experience of the
executive officer of the Company and the Association who is not
also a director is set forth below.
Betty Jean Parker. Mrs. Parker, age 52, is the Treasurer
and Chief Financial Officer of the Company. Until June 1996,
Mrs. Parker was also Corporate Secretary of the Association.
Mrs. Parker is responsible for the supervision of the accounting
department and reporting to the regulatory authorities.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered pursuant to
Section 12(g) of the 1934 Act. The officers and directors of the
Company and beneficial owners of greater than 10% of the
Company's Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4, or 5 with the SEC disclosing changes
in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement and Annual Report on
Form 10-K of the failure of an officer, director or 10%
beneficial owner of the Company's Common Stock to file a Form 3,
4, or 5 on a timely basis. Based on the Company's review of such
ownership reports, no officer, director or 10% beneficial owner
of the Company failed to file ownership reports on a timely basis
for the fiscal year ended December 31, 1996.
Meetings of the Board of Directors and Committees
The Board of Directors met two times during the year ended
December 31, 1996. During fiscal 1996, no director of the
Company attended fewer than 75% of the aggregate of the total
number of Board meetings and the total number of meetings held by
the committees of the Board of Directors on which he served.
The Company formed standing Audit, Nominating and
Compensation Committees in connection with its organization in
June 1996.
The Audit Committee reviews audit reports and related
matters to ensure effective compliance with regulations and
internal policies and procedures. This committee also acts on
the recommendation by management of an accounting firm to perform
the Company's annual audit and acts as a liaison between the
auditors and the Board. The current members of this committee
are Directors Sandefur, Riley and Leslie A. Smith. The Company's
Audit Committee did not meet in fiscal 1996; the Audit Committee
of the Association met one time in fiscal 1996.
The Nominating Committee meets annually in order to nominate
candidates for membership on the Board of Directors. This
committee is comprised of the Board members who are not up for
election. The Nominating Committee met one time during fiscal
1996.
The Compensation Committee establishes the Company's
compensation policies and reviews compensation matters. The
current members of this Committee are Directors Sandefur, Riley
and Boyd. The Compensation Committee met one time during fiscal
1996.
Director Compensation
The Company pays directors a fee of $2,000 per annum,
payable quarterly. Additionally, during fiscal 1996, all outside
directors of the Association received a fee of $650 per month for
serving on the Board of Directors. Directors do not receive any
additional fees for attending special board meetings or for
participation on committees.
Director Deferred Fee Agreement. In December 1993, the
Association developed and offered a deferred compensation plan to
the members of the board. Director Sandefur was the only director
who elected to enter into an unfunded deferred compensation
agreement pursuant to this program. Under the agreement, Dr.
Sandefur has elected to defer 100% of his director fees until he
reaches age 59-1/2. Upon reaching that age, Dr. Sandefur
receives the total amount of deferred fees, plus interest, in a
lump sum payment. In the event of Dr. Sandefur's disability or
death, the total amount of deferred fees plus interest would be
paid to Dr. Sandefur or his beneficiaries in a lump sum payment.
In the event the Association is acquired by another company, the
agreement automatically terminates, and the deferred fees plus
interest are payable in a lump sum.
Executive Compensation
The Company has not paid any compensation to its executive
officers since its formation. However, the Company does
reimburse the Association for services performed on behalf of the
Company by its officers. The Company does not presently
anticipate paying any compensation to such persons until it
becomes actively involved in the operation or acquisition of
businesses other than the Association.
PAGE
Summary Compensation Table
Annual Compensation(1)
----------------------------------
Name and Principal Other Annual All Other
Position Fiscal Year Salary($) Bonus(4) Compensation Compensation
- ------------------------------------------------------------------------------------------
Charles L. Galligan, 1996 $54,000 $10,000 $--- $10,942
President and Chief 1995 $54,000 $10,000 $--- $7,788
Executive Officer
- ---------------------
(1) In accordance with the revised rules on executive officer and director compensation
disclosure adopted by the Securities and Exchange Commission, Summary Compensation
information is excluded for the fiscal year ended December 31, 1994, as the Company was
not a public company during such period.
(2) Includes $500 of Company board fees, $2,342 contributed under the Association's
Employee Stock Ownership Plan and $8,100 contributed under the Association's Profit
Sharing Plan in 1996 and $7,788 contributed under the Association's Profit Sharing Plan in
1995.
PAGE
Employment Agreements
The Association entered into an employment agreement
effective upon consummation of the Association's conversion to a
stock institution, with Charles L. Galligan, the Association's
President and Chief Executive Officer, providing for a term of
three years. The contract provides for payment to the employee
for the remaining term of the contract unless the employee is
terminated "for cause."
The employment agreement for Mr. Galligan provides for an
annual base salary as determined by the Board of Directors, but
not less than the employee's current salary. Mr. Galligan's base
salary (exclusive of director fees and bonuses) was $54,000 in
fiscal 1996. So long as the contract remains in force, salary
increases will be reviewed not less often than annually
thereafter, and are subject to the sole discretion of the Board
of Directors. The employment contract provides for annual
extensions for one additional year, but only upon express
authorization by the Board of Directors at the end of each year.
The contract provides for termination upon the employee's death,
for cause or in certain events specified by OTS regulations. The
employment contract is terminable by the employee upon 90 days'
notice to the Association.
In the event there is a change in control of the Company or
the Association, as defined in the agreement, if employment
terminates involuntarily in connection with such change in
control or within 12 months thereafter, the employment contract
provides for a payment equal to 299% of Mr. Galligan's base
amount of compensation as defined in the Code. Assuming a change
in control
were to take place as of December 31, 1996, the aggregate amounts
payable to Mr. Galligan pursuant to this change in control
provision would be approximately $162,000.
The contract provides, among other things, for participation
in an equitable manner in employee benefits applicable to
executive personnel. The employment contract may have an "anti-
takeover" effect that could affect a proposed future acquisition
of control of the Association after its Conversion.
The Association has also entered into an employment
agreement with Betty Jean Parker, as Treasurer and Chief
Financial Officer. The agreement provides for a term of three
years and a change of control payment equal to 299% of Ms.
Parker's base amount of compensation, and is otherwise similar to
the employment agreement with Mr. Galligan.
Benefit Plans
General. First Federal currently provides health care
benefits, including medical, disability and dental, subject to
certain deductibles and copayments by employees, a retirement
plan and group life insurance to its employees.
Profit Sharing Plan. The Association maintains a Profit
Sharing Plan which is a qualified, tax-exempt profit sharing plan
with a salary deferred feature under Section 401(k) of the
Internal Revenue Code. All employees who have attained age 21
and have completed one year of employment during which they
worked at least 1,000 hours are eligible to participate. The
Association's contribution to the plan for each plan year is a
sum that the Association, by action of the Board of Directors,
authorizes in its discretion (so long as the contribution, along
with the employee's voluntary contribution for any plan year does
not exceed the maximum amount permissible under Section 415(c) of
the Code.) Association contributions and plan forfeitures are
allocated among plan participants in the proportion that the
compensation of each participant bears to the total compensation
of all participants.
Under the plan, participants are permitted to make
salary reduction contributions equal to a percentage of up to
10% of compensation. All employee contributions and earnings
thereon are fully and immediately vested. If a participant's
employment is terminated, voluntarily or involuntarily, for any
reason other than death, disability or attainment of the normal
retirement age of 65 or later, the participant's interest in the
Association contributions vests at the rate of 20% per year
beginning after completion of three years of service with full
vesting occurring after seven years of service. A participant
may withdraw employee after-tax voluntary contributions at any
time, but may only withdraw Association contributions (including
pre-tax salary reduction contributions) in the event the
participant suffers a financial hardship, termination of
employment, death, disability, retirement, or the attainment of
age 59 1/2.
Contributions under the plan are invested under a group
annuity contract with a life insurance company. Contributions
under the group annuity contract are invested in the insurance
company's general fund which is made up of fixed income
investments such as mortgages and bonds.
Plan benefits will be paid to each participant as an
annuity, in lump sum or installments, at the participant's
election. For the fiscal year ended December 31, 1996, the
Association contributed
a total of $26,700 to the Profit-Sharing Plan of which $8,100 was
contributed for the account of Mr. Galligan and $3,780 was
contributed for the account of Ms. Parker.
Indebtedness of Management
The Association has followed a policy of granting loans,
including loans secured by one- to four-family real estate, to
officers, directors and employees. All loans by the Association
to its directors and executive officers are subject to OTS
regulations restricting loan and other transactions with
affiliated persons of the Association. Federal law and
regulation generally requires that all loans to executive
officers and directors be made on substantially the same terms
and conditions comparable to those for similar transactions with
non-affiliates. However, recent regulations now permit executive
officers and directors to receive the same terms through benefit
or compensation plans that are widely available to other
employees, as long as the director or executive officer is not
given preferential treatment compared to the other participating
employees. Still, the Association has adopted a policy that
loans or extensions of credit to the Association's executive
officers and directors are made at the same rates and terms as
those offered to the general public. Such loans are approved by a
majority of the independent, disinterested directors. Loans to
all directors, executive officers, employees and their associates
totaled $214,721 at December 31, 1996, which was approximately 5%
of the Association's equity capital at that date and 10% of the
Company's stockholders' equity at that date. There were no loans
outstanding to any director, executive officer or their
affiliates at preferential rates or terms which in the aggregate
exceeded $60,000 during the three years ended December 31, 1996.
All loans to directors and officers were performing in accordance
with their terms at December 31, 1996 and do not in the opinion
of management involve more than the normal risk of collectibility
or present other unfavorable features.
PROPOSAL II - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended
December 31, 1996 were Darnall, Sikes, Kolder, Frederick &
Rainey. The Company's Board of Directors has reappointed Darnall,
Sikes, Kolder, Frederick & Rainey to continue as independent
auditors for the Company for the fiscal year ending December 31,
1997, subject to ratification of such appointment by the
stockholders. Representatives of Darnall, Sikes, Kolder,
Frederick & Rainey are expected to attend the Meeting. They will
be given the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from
stockholders present at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DARNALL, SIKES, KOLDER,
FREDERICK & RAINEY AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for the next annual meeting of stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's office located at 222 South 10th
Street, Oakdale, Louisiana 71463 no later than November 25, 1997.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matter should
properly come before the Meeting, it is intended that holders of
the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the
Association may solicit proxies personally or by telegraph or
telephone without additional compensation.
Oakdale, Louisiana
March 24, 1997