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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
Hancock Holding Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Judy H. Galloway
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(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.:
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(3) Filing party:
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(4) Date filed:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
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(LOGO)
HANCOCK HOLDING COMPANY
One Hancock Plaza
Gulfport, Mississippi 39501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the
Annual Meeting of Shareholders of Hancock Holding Company (the "Company") will
be held at HANCOCK BANK, One Hancock Plaza, Gulfport, Mississippi, on February
24, 1994, at 5:00 P.M., local time, for the purpose of considering and voting
upon the following matters:
1. To elect three (3) Directors to hold office for a term of three (3)
years or until their successors are elected and qualified.
2. To approve the appointment of Deloitte & Touche as the independent
public accountants of the Company.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only those shareholders of record at the close of business on December
31, 1993, shall be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE,
SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors
Date: January 25, 1994 __________________________________
Leo W. Seal, Jr.
President
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HANCOCK HOLDING COMPANY
One Hancock Plaza
Gulfport, Mississippi 39501
(601) 868-4000
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Hancock Holding Company, Gulfport, Mississippi (the
"Company" or "HHC"), of Proxies for the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at Hancock Bank, One Hancock Plaza, Gulfport,
Mississippi, on February 24, 1994, at 5:00 P.M., local time, and any
adjournment thereof, for the purposes stated below. It is anticipated that the
Proxy Statement and Proxy first will be sent or given to shareholders on
January 25, 1994.
Holders of record of the Company's Common Stock, par value $3.33 per
share (the "Common Stock"), as of December 31, 1993 (the "Record Date") are
entitled to vote at the meeting or any adjournments thereof. Each share of
Common Stock entitles the holder thereof to one (1) vote on each matter
presented at the Annual Meeting for Shareholder approval. On December 31,
1993, there were 7,023,829 shares of Common Stock entitled to vote. Of this
total, 937,229.3 shares of the Common Stock were held in various trust accounts
by the Trust Department of the Company's wholly-owned subsidiary, Hancock Bank,
in a fiduciary capacity as trustee, under terms that permit the Trust
Department to vote the shares (either by itself or jointly with others). It is
expected that these 937,229.3 shares will be voted in favor of the elections of
the nominees listed on page 4 and the appointment of Deloitte & Touche.
Shareholders of the Company do not have cumulative voting rights with
respect to the election of Directors at the Annual Meeting. A shareholder has
the right to vote the number of shares owned by him in the election of each
Director. With respect to the election of three (3) Directors to hold office
for a term of three (3) years, the nominees receiving the most votes, up to
three (3), will be elected. If the proxy is marked to vote for the three (3)
Directors as a group, one vote will be cast for each Director for each share
entitled to vote. If any shareholder wishes to vote for fewer than three (3)
Directors, he may line through or otherwise strike out the name of any
nominee.
Pursuant to Mississippi Law and the Company's Bylaws, Directors are
elected by a plurality of the votes cast in the election of Directors. A
"plurality" means that the individuals with the largest number of favorable
votes are elected as Directors, up to the maximum number of Directors to be
chosen at the meeting.
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Pursuant to Mississippi law and the Company's Bylaws, action on a
matter (other than the election of Directors) is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the
Company's Articles of Incorporation or Mississippi law specifically requires a
greater number of affirmative votes on a particular matter. Broker non-votes
and shareholder abstentions are not counted in determining whether or not a
matter has been approved by shareholders.
The selection of Deloitte & Touche as the Company's Auditors for the
fiscal year ending December 31, 1994 will be ratified if more votes are cast at
the Annual Meeting favoring the appointment than opposing it.
Any person giving a Proxy has the right to revoke it at any time before
it is exercised. A shareholder may revoke his Proxy (1) by personally
appearing at the Annual Meeting, (2) by written notification to the Company
which is received prior to the exercise of the Proxy or (3) by a subsequent
Proxy executed by the person executing the prior Proxy and presented at the
Annual Meeting. All properly executed Proxies, if not revoked, will be voted
as directed on all matters proposed by the Board of Directors, and, if the
shareholder does not direct to the contrary, the shares will be voted "FOR"
each of the proposals described below. Solicitation of Proxies will be
primarily by mail. Officers, Directors, and employees of Hancock Bank and
Hancock Bank of Louisiana (hereinafter referred to collectively as the "Banks")
also may solicit Proxies personally. The Company will reimburse brokers and
other persons holding stock in their names, or in the names of nominees, for
their expenses for sending Proxy material to principals and obtaining their
Proxies. The cost of soliciting Proxies will be borne by the Company.
ELECTION OF DIRECTORS
The Board of Directors, by a vote of a majority of the full Board, has
nominated the persons named below for election to serve as Directors. The term
of each of the three (3) newly-elected Directors will expire at the Annual
Meeting of Shareholders in 1997 and when his successor has been elected and
qualified.
The Company's Articles of Incorporation provide for a Board of at least
nine (9) Directors classified into three (3) classes of Directors. At each
Annual Meeting, each class of Directors whose term has expired will be elected
to hold office until the third succeeding Annual Meeting and until their
successors have been elected and qualified. These staggered terms of service
by Directors of the Company may make it more difficult for the Company's
shareholders to effect a change in the
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majority of the Company's Directors since replacement of a majority of the
Board of Directors will normally require two (2) Annual Meetings of
Shareholders. Accordingly, this provision may have the effect of discouraging
hostile attempts to gain control of the Company, but is applicable to all
elections of Directors.
It is the intent of the persons named in the Proxy to vote such Proxy
"FOR" the election of the nominees listed below, unless otherwise specified in
the Proxy. In the event that any such nominee should be unable to accept the
office of Director, which is not anticipated, it is intended that the persons
named in the Proxy will vote for the election of such person in the place of
such nominee as the Board of Directors may recommend.
Nominations for election to the Board of Directors, other than those
made by or at the direction of the Board of Directors, may be made by a
shareholder by delivering written notice to the Company's secretary not less
than fifty (50) nor more than ninety (90) days prior to the meeting at which
Directors are to be elected, provided that the Company has mailed the first
notice of the meeting at least sixty (60) days prior to the meeting date. If
the Company has not given such notice, shareholder nominations must be
submitted within ten (10) days following the earlier of (i) the date that
notice of the date of the meeting was first mailed to the shareholders or (ii)
the date on which public disclosure of such date was made. The shareholder's
notice must set forth as to each nominee (i) the name, age, business address,
and residence address of such nominee; (ii) the principal occupation or
employment of such nominee; (iii) the class and number of shares of the
Company's Common Stock which are beneficially owned by such nominee; and (iv)
any other information relating to such nominee that may be required under
federal securities laws to be disclosed in solicitations of proxies for the
election of Directors. The shareholder's notice must also set forth as to the
shareholder giving the notice (i) the name and address of such shareholder and
(ii) the class and amount of such shareholder's beneficial ownership of the
Company's Common Stock. If the information supplied by the shareholder is
deficient in any material aspect or if the foregoing procedure is not followed,
the chairman of the annual meeting may determine that such shareholder's
nomination should not be brought before the meeting and that such nominee shall
not be eligible for election as a Director of the Company.
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INFORMATION CONCERNING NOMINEES
Amount and Nature
of Beneficial Percent of
Ownership of Common
Name, Age, Principal Occupation for the Director Common Stock Stock
Last Five Years and Bank or Company of Company as of December Beneficially
Offices Currently Held Since 20, 1993(a) Owned(a)
--------------------------------------- ---------- ----------------- ------------
For a Three (3) Year Term Expiring in 1997
- ------------------------------------------
L. A. Koenenn, Jr. (74) . . . . . . . . . . . . . . 1988 3,548(1) .05%
Public Accountant, Gulfport, Mississippi
Dr. Homer C. Moody, Jr. (69) . . . . . . . . . . . 1984 9,424(2) .1%
Retired Doctor of Veterinary Medicine,
Poplarville, Mississippi
George A. Schloegel (53) . . . . . . . . . . . . . 1984 90,100.7(3) 1.3%
President, Hancock Bank, Gulfport,
Mississippi, since 1990; Vice Chairman of
the Board, Hancock Holding Company,
since 1984; Director, Hancock Bank of
Louisiana since 1990
INFORMATION CONCERNING CONTINUING DIRECTORS
Term
Expires
-------
A. F. Dantzler (78) . . . . . . . . . . . . . . . . . 1985 44,694(4) .6% 1995
President and Chief Executive Officer of Fuel
Services, Inc. (Chevron Jobber; Oil Field
Vessels), Pascagoula, Mississippi
Victor Mavar (67) . . . . . . . . . . . . . . . . . . 1993 8,926.9 .1% 1995
President of Mavar, Inc. (Real Estate Firm),
Biloxi, Mississippi
Leo W. Seal, Jr. (69) . . . . . . . . . . . . . . . . 1984 1,107,120.9(5) 15.8% 1995
Chief Executive Officer, Hancock Bank,
Gulfport, Mississippi, since 1963; President
and Chief Executive Officer, Hancock
Holding Company, since 1984; Advisory
Director, Hancock Bank of Louisiana since
1993
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Amount and Nature
of Beneficial Percent of
Ownership of Common
Name, Age, Principal Occupation for the Director Common Stock Stock
Last Five Years and Bank or Company of Company as of December Beneficially Term
Offices Currently Held Since 20, 1993 (a) Owned(a) Expires
--------------------------------------- ---------- ----------------- ------------ -------
Joseph F. Boardman, Jr.(64) . . . . . . . . . . . . 1984 8,800(6) .1% 1996
Retired Director of Coast Materials Company
(Ready Mixed Concrete Business), Gulfport,
Mississippi; Chairman of the Board, Hancock
Holding Company, Gulfport, Mississippi,
since 1987
Charles H. Johnson(60) . . . . . . . . . . . . . . 1987 6,147.7(7) .09% 1996
President, Charles H. Johnson, Inc.
(Residential General Contracting Business),
Waveland, Mississippi; President, Universal
Warehouse, Inc., (Mini-Storage Business),
Waveland, Mississippi
Thomas W. Milner, Jr.(80) . . . . . . . . . . . . . 1984 2,948 .04% 1996
Retired Vice Chairman of the Board, Hancock
Bank, Gulfport, Mississippi
INFORMATION CONCERNING EXECUTIVE OFFICERS
A. Bridger Eglin(50) . . . . . . . . . . . . . . . 803 .01%
President, Hancock Bank of Louisiana
since 1991; Director, Hancock Bank of
Louisiana since 1991(10)
Theresa Johnson(66) . . . . . . . . . . . . . . . 1,086 .01%
Executive Vice President, Hancock Bank
since 1985; Executive Vice President and
Chief Financial Officer Hancock Holding
Company since 1992
Charles A. Webb, Jr.(63) . . . . . . . . . . . . 6,596.4(8) .09%
Executive Vice President, Chief Credit Officer
and Secretary, Hancock Holding Company
since 1992; Executive Vice President, Hancock
Bank since 1977; Director, Hancock Bank of
Louisiana since 1991
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP 1,290,185.6(9) 18.4%
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__________
(a) Constitutes sole ownership unless otherwise indicated.
(1) Represents 3,548 shares held in L.A., Jr. and Mae D. Koenenn Revocable
Trust. Mr. Koenenn has the sole power to vote and dispose of these
shares.
(2) Includes 8,160 shares owned jointly by Dr. Moody and his wife and 504
shares owned jointly with his children and 504 shares owned jointly by
his wife and children.
(3) Includes 32,740 shares owned jointly by Mr. Schloegel and his wife; 84
shares owned by Mr. Schloegel's minor child; 1,696.8 shares held for
Mr. Schloegel's account in the Company's Employee Stock Purchase Plan;
626.9 shares held in a self-directed IRA for Mr. Schloegel; and 156.7
shares held in a self-directed IRA for his wife.
(4) Includes 3,000 shares owned by Mr. Dantzler's wife, and 35,694 shares
held in a trust of which Mr. Dantzler serves as trustee and has sole
voting rights and power of disposition. Does not include 6,000 shares
held in his adult son's trust to which he has voting authority.
Mr. Dantzler is not a beneficiary of these trusts. Mr. Dantzler
disclaims beneficial owership of these 44,694 shares.
(5) Includes 1,880.9 shares owned by Mr. Seal's wife, and excludes 378,108
shares held in a fiduciary capacity by the Hancock Bank's Trust
Department as to which Mr. Seal has sole voting rights but no power of
disposition. Mr. Seal's Sister and her children are beneficiaries of
these trusts. Mr. Seal disclaims beneficial ownership of these
378,108 shares.
(6) Includes 400 shares owned by Mr. Boardman's wife.
(7) Includes 539.4 shares owned by Mr. Johnson's wife.
(8) Includes 6,052 shares owned jointly with Mr. Webb's wife.
(9) All of the Directors and executive officers of the Company as a group
(consisting of twelve (12) persons) beneficially owned, in the
aggregate, 1,712,987.6 shares (24.4%) of Common Stock of the Company,
including the shares as to which beneficial ownership has been
disclaimed above.
(10) See "Executive Officers" for Mr. Eglin's principal occupations for the
last five (5) years.
None of the Directors is a director of another company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the reporting requirements of Section 15(d) of the Act, or
registered as an investment company under the Investment Company Act of 1940,
except Leo W. Seal, Jr., who is a director of Mississippi Power Company,
Gulfport, Mississippi.
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INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche, a firm of
independent certified public accountants, as auditors for the fiscal year
ending December 31, 1994, and until their successors are selected. Deloitte &
Touche and its predecessor, Touche Ross & Company, have been auditors for the
Company since it commenced business in 1984, for Hancock Bank since 1981 and
Hancock Bank of Louisiana since 1990.
The Company has been advised that neither the firm nor any of its
partners has any direct or any material indirect financial interest in the
securities of the Company or any of its subsidiaries, except as auditors and
consultants on accounting procedures and tax matters. The Board does not
anticipate that representatives of Deloitte & Touche will attend the Annual
Meeting.
Although not required to do so, the Board of Directors has chosen to
submit its appointment of Deloitte & Touche for ratification by the Company's
shareholders. It is the intention of the persons named in the Proxy to vote
such Proxy FOR the ratification of this appointment. If this proposal does not
pass, the Board of Directors will reconsider the matter. The proposal will be
ratified if the votes cast favoring the appointment exceed the votes cast
opposing it.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the number of
shares of Common Stock of the Company held as of December 20, 1993 by the only
shareholders who are known to management to be the beneficial owners of more
than five percent (5%) of the Company's outstanding shares:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
Hancock Bank Trust Department 937,229.3(1) 13.3%
One Hancock Plaza
Gulfport, Mississippi 39501
Leo W. Seal, Jr. 1,107,120.9(2) 15.8%
408 North Beach Boulevard
Bay St. Louis, Mississippi 39520
_______________
<FN>
(1) Consists of shares held and voted by the Hancock Bank Trust Department
as trustee for 141 different accounts. Within these 141 accounts, the
Trust Department has sole voting rights on 917,659.8 shares, shared
voting rights on 0 shares and no power to vote 95,088.7 shares. The
Trust Department has the sole right to dispose of 863,785.1 shares,
shared right to dispose of 311 shares and no authority to dispose of
148,652.3 shares.
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(2) Includes 1,880.9 shares owned by Mr. Seal's wife, and excludes 378,108
shares held in three (3) trusts by Hancock Bank's Trust Department (not
included in the 937,229.3 shares shown above as beneficially owned by
the Trust Department) as to which Mr. Seal has sole voting rights, but
no power of disposition. Mr. Seal's sister and her children are the
beneficiaries of these trusts.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Audit Committee currently composed of Messrs.
Boardman, Koenenn and Mavar. The Audit Committee was formed in October 1991 in
connection with the listing of the Company's Common Stock on the NASDAQ
National Market System. The Audit Committee oversees the operations of the
Company's Audit Department and makes recommendations to the Board of Directors
concerning the independent accountants for the Company and its subsidiaries.
The Audit Committee met eleven (11) times during 1993.
The Company has a Loan Review Committee which meets monthly and is
currently composed of the following members: Joseph F. Boardman, Jr., A. F.
Dantzler, Charles H. Johnson and Charles A. Webb, Jr. It met twelve (12) times
during 1993.
The Company has a Compensation Committee which determines the salary of
the executive officers of the Company. It met one time during 1993 and is
composed of J. F. Boardman, Jr., A. F. Dantzler, Donald Green, Charles H.
Johnson, L. A. Koenenn, Jr., Victor Mavar, T. W. Milner, Jr., Dr. H. C. Moody,
Victor Mavar, George A. Schloegel and Leo W. Seal, Jr.
Hancock Holding Company does not have a Nominating Committee.
Hancock Bank has, among other committees, an Investment Committee which
meets monthly and a Salary Committee. The Salary Committee is composed of six
members who determine wages and compensation for Bank officers and other
employees. George A. Schloegel and Leo W. Seal, Jr., both of whom are
Directors of the Company, are two of the six members. The Salary Committee of
Hancock Bank met five (5) times during the year ended December 31, 1993.
The Board of Directors of the Company met a total of thirteen (13)
times during the year ended December 31, 1993. During 1993, all Directors
attended 75 percent or more of the aggregate of the total number of meetings of
the Board of Directors and the total number of meetings held by committees on
which they served.
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EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company and the Banks as of December 31, 1993:
NAME (AGE) PRESENT POSITION
---------- ----------------
Joseph F. Boardman, Jr. (64) Director since 1984; Chairman of the Board
since 1987
George A. Schloegel (53) Director since 1984; Vice Chairman of the
Board since 1984; President, Hancock Bank
since 1990; Director, Hancock Bank of
Louisiana since 1990
Leo W. Seal, Jr. (69) Director since 1984; President and Chief
Executive Officer since 1984; Chairman and
Chief Executive Officer, Hancock Bank since 1990
Charles A. Webb, Jr. (63) Executive Vice President, Chief Credit Officer
and Secretary, Hancock Holding Company since
1992; Executive Vice President of Hancock Bank
since 1977; Director, Hancock Bank of
Louisiana since 1990
A. Bridger Eglin (50) President, Hancock Bank of Louisiana since
1991; Director, Hancock Bank of Louisiana
since 1991
Theresa Johnson (66) Executive Vice President, Hancock Bank since
1985; Executive Vice President and Chief
Financial Officer, Hancock Holding Company
since 1992
- ------------
Mr. Boardman is a retired director and President of Coast Materials
Company, which sells ready-mixed concrete, and is located in Gulfport,
Mississippi. He was elected Chairman of the Company in 1987.
Mr. Schloegel was employed part-time with Hancock Bank from 1956-1959
and began full-time employment in 1962. He served in various capacities until
being named President in 1990. Mr. Schloegel serves as Vice Chairman of the
Company and President of Hancock Bank Securities Corporation, a subsidiary of
Hancock Bank. He is a member of the Boards of Directors of Hancock Bank and
Hancock Bank of Louisiana.
Mr. Seal was employed by Hancock Bank in 1947. He was
elected to the Board of Directors in 1961 and named President of Hancock Bank
in 1963. In 1977, he was named President and Chief Executive Officer of
Hancock Bank. In 1990, he became Chairman and Chief Executive Officer of
Hancock Bank. He is currently serving as President and Chief Executive Officer
of the Company and also serves as an Advisory Director of Hancock Bank of
Louisiana.
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Mr. Webb served as Vice President and Secretary of the Company from
1984 until 1992, when he became Executive Vice President, Chief Credit Officer
and Secretary. He has served as Executive Vice President of Hancock Bank since
1977 and as a Director of Hancock Bank of Louisiana since 1990.
Mr. Eglin has served as President of Hancock Bank of Louisiana since
1991. Prior to that, he served for a brief time as Commissioner of Financial
Institutions for the State of Louisiana. From 1989 to 1990 he served as First
Assistant to the Secretary of the State of Louisiana. Mr. Eglin was President
of Baton Rouge Bank and Trust Company, Baton Rouge, Louisiana from 1986 to 1988
and Executive Director of that institution from 1988 to 1989.
Ms. Johnson joined Hancock Bank in 1985 following the acquisition of
Pascagoula Moss Point Bank.
No family relationships exist among the executive officers of the
Company or the Banks.
SUMMARY MANAGEMENT COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Other
Annual All Other
Compen- Compen-
Name and sation sation(5)
Principal Position Year Salary($) Bonus($) ($) ($)
- --------------------------------------------------------------------------------
Leo W. Seal, Jr. 1993 85,000 15,000 560(1) 2,547
CEO, Hancock Bank 18,000(2)
President & CEO, HHC 4,506(3)
7,560(4)
1992 60,000 0 560(1) 1,349
18,000(2)
1,321(3)
7,560(4)
1991 60,000 0 2,085(1) 551
18,000(2)
7,560(4)
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Annual Compensation
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Other
Annual All Other
Compen- Compen-
Name and sation sation(5)
Principal Position Year Salary($) Bonus($) ($) ($)
- --------------------------------------------------------------------------------
George A. Schloegel 1993 185,000 35,000 1,181(1) 7,774
President, Hancock Bank 5,000(3)
Vice Chairman, HHC 1,728(4)
1992 169,615 25,000 1,095(1) 5,855
3,744(2)
1,256(3)
1,728(4)
1991 153,229 20,000 874(1) 3,290
4,518(2)
482(3)
1,728(4)
Charles A. Webb, Jr. 1993 122,500 24,000 1,743(1) 3,681
Ex. V.P., Hancock Bank 5,000(2)
Ex. V.P., & Sec. and 4,212(4)
Chief Credit Officer, HHC 1992 115,588 20,000 1,495(1) 2,600
5,000(2)
4,212(4)
1991 105,461 15,000 1,290(1) 952
5,000(2)
4,212(4)
Theresa Johnson 1993 117,500 10,000 321(1) 3,541
Ex. V.P., Hancock Bank 7,560(4)
Ex. V.P., & CFO, HHC 1992 115,000 3,500 751(1) 2,498
7,560(4)
1991 112,500 2,500 496(1) 905
4,212(4)
A. Bridger Eglin 1993 116,500 9,000 1,523(1) 1,873
President, Hancock Bank 373(4)
of Louisiana 1992 110,231 7,500 832(1) 965
205(4)
1991 67,981 1,000 208(1) N/A
89(4)
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1) Automobile compensation.
2) Deferred compensation.
3) Executive supplemental plan.
4) Cost of excess life insurance.
5) Includes stock purchase plan contribution and profit sharing plan
contribution.
Directors' Fees
Directors of the Company who are not also full-time employees of
Hancock Bank or Hancock Bank of Louisiana (i.e., all Directors except Messrs.
Seal and Schloegel) receive $275 for each regular Board meeting attended and
$200 for each special Board meeting attended. Mr. Dantzler, however, receives
a consultant fee of $400 per month but no retainer or additional compensation
for attendance at Board meetings. Directors may elect to defer the receipt of
their Directors' fees for a specified period of time. Directors who choose
such deferral also receive a $20,000 term life insurance policy. During 1993,
Messrs. Milner and Johnson participated in this deferral program. Directors of
the Company who are not full-time employees of Hancock Bank or Hancock Bank of
Louisiana and are also Directors of one of the Banks, receive an additional
$275 for each meeting of the Bank's Board of Directors attended, provided that
such meetings are not held on the same day as meetings of the Company.
Directors of the Company who are not full-time employees of Hancock Bank or
Hancock Bank of Louisiana and are members of a Bank committee, also receive
$225 for each committee meeting attended and $100 for each Gulfport loan
meeting.
Pension Plan
Hancock Bank, along with some of its affiliated companies, maintains a
non-contributory integrated pension plan and trust agreement (the "Pension
Plan") covering all full-time salaried employees (including executive officers
of the Company who are also employees of the Banks) who have completed one (1)
year of service and have attained age 21. Employees become participants in the
Pension Plan on the January 1 or July 1 following the satisfaction of the
eligibility requirements.
The benefit formula was modified by an amendment and restatement of the
Pension Plan dated December 31, 1992. Under this formula, a participant
accrues his benefit under the Pension Plan on the basis of his years of service
with the Bank and its affiliated companies, his years of participation in the
Pension Plan, his average annual compensation (calculated by using his base
compensation for the five consecutive years of service that produce the highest
average), and Social Security laws and amounts. His benefit accrues in
increments based on his years of participation at any time of determination and
the number of years of participation he would have at his normal retirement age
(that is, the date on which the participant has attained age 65 but not earlier
than the fifth anniversary of the first day of the Pension Plan year (January 1
- - December 31) during which the participant commenced participation in the
Pension Plan).
A participant's normal retirement date is the first day of the month
coincident with or immediately preceding his normal retirement age. A
participant is eligible to elect early retirement after he has either (1)
completed fifteen years of service and attained age 55 or (2) completed twelve
years of service and attained age 62.
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A participant becomes vested in his accrued benefit under the Pension
Plan upon the earlier of attainment of his normal retirement age or the
completion of five years of service. A participant with a vested accrued
benefit will be entitled to receive a retirement benefit upon termination of
his employment. In some situations, distributions may be delayed until the
participant attains his normal or early retirement date. The spouse or other
beneficiary of a vested participant who dies while employed will be eligible
for a survivor benefit.
The normal form of benefit under the Pension Plan (1) for unmarried
participants generally is a ten year certain and life annuity and (2) for
married participants generally is a joint and 50% survivor annuity which is the
actuarial equivalent of the unmarried participant's normal form. A participant
may elect certain specified optional forms of distribution.
The Pension Plan provides for the Banks and other participating
companies to make all contributions to the Pension Plan in amounts sufficient
to fund benefit payments and to satisfy legal funding requirements. All
contributions are held in a trust fund of which Hancock Bank is the trustee.
Pension costs were $1,075,347.00 for 1993.
The table set forth below shows the estimated annual base payments
payable under the present benefit formula to persons retiring upon attainment
of age 65 in 1993 in the indicated earnings classifications and with the
indicated number of years of service for purposes of computing retirement
benefits.
Pension Plan Table(1)(2)(3)
Years of Service
---------------------------------------------------------------------
Remuneration 15 20 25 30 35 40 45
- ------------ -- -- -- -- -- -- --
$ 50,000 11,813 16,050 20,288 24,525 28,763 33,000 36,250
$100,000 24,413 33,150 41,888 50,625 59,363 68,100 74,600
$150,000 37,013 50,250 63,488 76,725 89,963 103,200(4) 112,950(4)
$200,000 49,613 67,350 85,088 102,825(4) 120,563(4) 138,300(4) 151,300(4)
$250,000 52,651 71,473 90,296 109,118(4) 127,941(4) 146,763(4) 160,547(4)
__________
<FN>
(1) Assuming continued employment, the years of service at age 65 for
Mr. Schloegel will be 46 years; for Mr. Seal was 42; for Ms. Johnson
was 45; for Mr. Webb will be 47; and for Mr. Egin will be 17.
(2) Earnings covered by the Pension Plan consist of basic salary and do not
include bonuses. The benefit amounts are not subject to reduction for
social security benefits, but social security amounts were taken into
account under the benefit formula.
(3) This table reflects the normal form of benefit under the Pension Plan
which is a ten year certain and life annuity.
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(4) The annual amount exceeds the IRC Section 415 limit of $104,077 for a
ten year certain and life annuity. The Section 415 is indexed, so
that these amounts may eventually be paid.
Compensation covered by the Pension Plan is found in the Salary column
of the Summary Management Compensation Table for the executive officers of the
Company. It covers the three years listed in the Table and 1989 and 1990.
Covered compensation for named executive officers as of the end of the
last calendar year is: Seal $62,800; Schloegel $158,200; Webb $108,200; Eglin
$111,333; and Johnson $104,780.
Executive Supplemental Reimbursement Plan
Hancock Bank maintains an executive Supplemental Reimbursement Plan
("ESR Plan") for members of the Bank's Management Committee. Currently, Leo W.
Seal, Jr., George A. Schloegel and Charles A. Webb are three of the six members
of the Management Committee. Under the ESR Plan, Hancock Bank will pay or
reimburse each participating committee member for up to $5,000 of expenses that
the committee member incurs during each calendar year for life insurance,
education, residential security system and club dues. If the amount paid or
reimbursed for a committee member is less than $5,000 for a calendar year, the
unused portion will be contributed to a deferred compensation account for all
members except Leo W. Seal, Jr. An administrative committee of at least three
persons appointed by the Board of Directors of Hancock Bank administers and
interprets the plan and has sole discretion to award any benefit to committee
members.
Bank Automobile Plan
Hancock Bank has a Bank Automobile Plan for the members of the
Management Committee. The members are given the use of Bank automobiles for
Bank business during the day and are permitted to take them home at night and
on weekends for their personal use.
Stock Purchase Plan
The Company maintains an Employee Stock Purchase Plan (the "ESPP") that
is designed to provide the employees of the Company, the Banks and certain
subsidiaries of Hancock Bank a convenient means of purchasing Common Stock of
the Company. All employees (except Leo W. Seal, Jr.) of the Company, the
Banks, and the other participating subsidiaries, who have completed two or more
years of continuous full-time, or five or more years of continuous part-time,
employment with the Company, the Banks, or the participating subsidiaries, and
are 21 years of age, are eligible to participate in the ESPP.
Each employee of the Company, the Banks or a participating subsidiary
who qualifies to and does participate in the ESPP (a "Participant") is
permitted to authorize payroll deductions, which may not exceed 5% of the
Participant's base salary for the pay period. At the end of each plan year
(January 1 through December 31), the participating company employing a
Participant who is still employed at that time, contributes an amount equal to
25% of such Participant's payroll deductions for that plan year.
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Employee and Company contributions are forwarded to Hancock Bank's
Trust Department, which uses the funds to purchase shares of the Company's
Common Stock through brokers or dealers or directly from individuals (including
officers, directors or employees of the Company, the Banks or the participating
subsidiaries) at the prevailing market price in the Gulfport, Mississippi
over-the-counter market on the date of such purchase. Brokerage commissions,
service charges and other transactional costs associated with the purchase of
shares by the Plan, if any, are paid by the Plan from its assets (and therefore
are borne indirectly by the Plan Participants). Administrative fees and
expenses are paid by the Company. Purchases are made in the name of the ESPP
at such times and in such amounts as the Bank's Trust Department deems
appropriate, and shares are allocated to each Participant as of June 30 and
December 31 of each year. A Participant may withdraw the Common Stock and cash
held in his Hancock Bank account at any time (but only once in a plan year
without penalty).
For 1993, Hancock Bank contributed $2,096 under the Plan on behalf of
George A. Schloegel, and Hancock Bank of Louisiana contributed $650 on behalf
of Bridger Eglin. These are the only two executive officers of the
Company who participate in the Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report reflects the Company's compensation philosophy for all
executive officers, as endorsed by the Board of Directors and the Compensation
Committee. The Committee, comprised of the Company Directors and two advisory
directors, named below, determines annual base salary adjustments and annual
bonus awards. There are two interlocking Committee and Board member
relationships which are disclosed elsewhere under "Compensation Committee
Interlocks and Insider Participation."
In determining the compensation to be paid to the Company's executive
officers in 1993, the Compensation Committee employed compensation policies
designed to align the compensation with the Company's overall business
strategy, values and management initiatives. These policies are intended to
reward executives for long-term strategic management and the enhancement of
shareholder value and support a performance-oriented environment that rewards
achievement of internal goals.
Additionally, the Company subscribes to and participates in the Wyatt
Data Services/Cole Survey for Financial Institutions Compensation and the
Mississippi and Louisiana Bankers Associations' surveys, which provide the
Committee with comparative compensation data from the Company's market areas
and its peer groups. This information is used by the Committee to make sure
that it is providing compensation opportunities comparable to its peer group,
thereby allowing the Company to retain talented executive officers who
contribute to the Company's overall and long-term success.
Mr. Seal's compensation is reflective of his philosophy and heritage.
His father, who served as Hancock Bank's President from 1932 until his demise
in 1963, instilled in Mr. Seal a sense of responsibility as to their own
compensation. Hence, like his father before him, Mr. Seal's relatively low
salary, in comparison to the other executive officers of the Company, is the
result of Mr. Seal's express wishes and it is in no way a reflection of his
performance or ability as CEO or his value to the Company.
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Submitted by the Company's Compensation Committee:
J. F. Boardman, Jr. L. A. Koenenn, Jr. Vertis G. Ramsay
A. F. Dantzler Victor Mavar George A. Schloegel
Donald R. Green T. W. Milner, Jr. Leo W. Seal, Jr.
Charles H. Johnson Dr. H. C. Moody, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Leo W. Seal, Jr. and George A. Schloegel both served on the
Compensation Committee of the Company for 1993. Although Mr. Seal, the
Company's Chief Executive Officer, and Mr. Schloegel, the Company's Vice
Chairman, served on the Committee, neither participated in any decisions
regarding his own compensation as an executive officer other than on Mr. Seal's
expressed wishes described in the aforementioned paragraph.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Directors, officers and principal shareholders of the Company and their
associates have been customers of the Banks from time to time in the ordinary
course of business and additional transactions may be expected to take place in
the future. All loans to such persons were made 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
the normal risk of collectability or embody other unfavorable features. At
December 31, 1993, the aggregate amount of such loans and extensions of credit
outstanding was approximately $4.3 million.
Leo W. Seal, Jr., serves as President of Hancock Insurance Agency
("Hancock Insurance"), for which he receives no fees or other compensation.
For the year ended December 31, 1993, the Company paid Hancock Insurance
$764,104 in premiums for general insurance products, which sum constituted
approximately 24% of the gross consolidated revenues of Hancock Insurance for
the year ended December 31, 1993. Management believes that the terms of the
insurance transactions between the Company and Hancock Insurance were no less
favorable to the Company than if the transactions had been made with
nonaffiliates.
FIVE YEAR SHAREHOLDER RETURN COMPARISION
The Securities and Exchange Commission requires that the Company
include in its Proxy Statement a line graph presentation comparing cumulative,
five-year shareholder returns on an indexed basis with a performance indicator
of the overall stock market and either a nationally recognized industry
standard or an index of peer companies selected by the Company. The broad
market index used in the graph is the NASDAQ Market Index. The peer group
index is the Media General Financial Services Industry Group 045-East South
Central Banks and a list of the companies included in the index follows the
graph.
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COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG HANCOCK HOLDING COMPANY,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
HANCOCK NASDAQ PEER GROUP
HOLDING CO. MARKET INDEX INDEX
----------- ------------ ----------
1989 . . . . . . . . $ 91.16 $112.89 $104.81
1990 . . . . . . . . 78.89 91.57 92.42
1991 . . . . . . . . 114 117.56 151.19
1992 . . . . . . . . 161.15 118.71 156.82
1993 . . . . . . . . 187.03 142.4 165.75
ASSUMES $100 INVESTED ON JANUARY 1, 1989
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1993
20
MG Industry Group 045-East South Central Banks:
AmSouth Bancorporation First Alabama Bancshares, Inc.
Bancfirst Corporation Alabama First American Corporation, Tennessee
Banco Central Hispano S.A. First City Bancorp, Inc.
BancorpSouth First Fed Financial, Kentucky
Bank of Nashville, Tennessee First Tennessee National Corporation
Cardinal Bancshares, Inc. Grenada Sunburst System Corporation
CBT Corporation Hancock Holding Company
Colonial BancGroup Class A Kentucky Enterprise Bancorp
Community Bancshares Tennessee Leader Financial Corporation
Compass Bancshares, Inc. Liberty National Bancorp, Inc.
Deposit Guaranty Corporation Mid-America Bankcorp
Farmers Capital Bank Corporation National Commerce Bancorporation
Peoples First Corporation
Peoples Holding Company
Pikeville National
S.Y. Bancorp, Inc.
South Alabama Bancorp
SouthTrust Corporation
Tennessee Bancorp, Inc.
Trans Financial Bancorp, Inc.
Trustmark Corporation
Union Planters Corporation
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OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Annual Meeting other than those specifically set forth in the Notice of Annual
Meeting of Shareholders, nor does it know of any matters to be brought before
the Annual Meeting by others. If, however, any other matters properly come
before the Annual Meeting, it is the intention of the persons named in the
accompanying Proxy to vote such Proxy in accordance with the judgment of the
Board on any such matters.
The Annual Report of the Company for the fiscal year ended December 31,
1993 is enclosed. The Annual Report is not to be regarded as proxy soliciting
material. Any shareholder who has not received an Annual Report may obtain one
from the Company. The Company also will provide, on request, without charge,
copies of its Annual Report on Form 10-K for the year ended December 31, 1993,
as filed with the Securities and Exchange Commission. Shareholders wishing to
receive a copy of the Annual Report on Form 10-K are directed to write to
George A. Schloegel, Vice Chairman, at the address of the Company.
PROPOSALS FOR 1995 ANNUAL MEETING
Any shareholder who wishes to present a proposal at the Company's next
Annual Meeting and who wishes to have the proposal included in the Company's
Proxy Statement and form of proxy for the meeting, must submit the proposal to
the undersigned at the address of the Company not later than September 20,
1994.
THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
By Order of the Board of Directors
Dated January 25, 1994
______________________________
Leo W. Seal, Jr.
President
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PROXY FOR ANNUAL MEETING
HANCOCK HOLDING COMPANY, GULFPORT, MISSISSIPPI
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder of
HANCOCK HOLDING COMPANY, GULFPORT, MISSISSIPPI, does hereby nominate,
constitute, and appoint Leo W. Seal, Jr., Thomas W. Milner, Jr., and J.F.
Boardman, Jr. as proxies or any of them (with full power of substitution), and
hereby authorizes them to represent and vote, as designated below, all the
shares of Hancock Holding Company held of record by the undersigned on December
31, 1993, at the annual meeting of its stockholders to be held at HANCOCK
BANK, One Hancock Plaza, Gulfport, Mississippi, on February 24, 1994, or any
adjournments thereof, with all the powers the undersigned would possess if
personally present, as follows:
1. The election of the following 3 persons as directors, to serve until the
Annual Meeting in 1997 or until each person's successor has been elected and
qualified. (INSTRUCTION: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD
BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE).
L. A. KOENENN, JR. DR. HOMER C. MOODY, JR. GEORGE A. SCHLOEGEL
For all nominees except as indicated ______________
Withhold authority to vote for all nominees _______________
2. Proposal to approve the appointment of Deloitte & Touche as the independent
public accountants of the Company.
For _______ Against _______ Abstain ______
3. In their descretion, Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
For _______ Against _______ Abstain ______
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This Proxy, when properly executed, will be voted in accordance with
the specific indication above, IN THE ABSENCE OF SUCH INDICATION, THIS PROXY
WILL BE VOTED "FOR" THE NOMINEES LISTED IN PROPOSAL 1, and ''FOR'' PROPOSAL 2.
If any other matters shall properly come before the meeting, it is the
intention of the persons named as proxy holders to vote on such matters in
accordance with their judgment.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO ITS EXERCISE.
DATED: _____________________ 1994
Signature _______________________
Signature _______________________
When signing as attorney, executor,
trustee, or guardian, please give
full title. If more than one
trustee, all should sign. All joint
owners must sign.
Number of shares: _________________
IF YOU PLAN TO ATTEND THE MEETING,
PLEASE PLACE A CHECK MARK
HERE ____________. WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE
SIGN AND RETURN AT ONCE.
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Index to Exhibits
Exhibit 13 -- Form of Annual Report for Hancock Holding Company for the period
ended December 31, 1993.