EXHIBIT 22.1
AMERICAN BANCORP, INC.
321 East Landry Street
Opelousas, Louisiana 70570
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON APRIL 10, 2002
GENERAL
Solicitation of Proxies. The accompanying proxy is solicited by and on
behalf of the Board of Directors of American Bancorp, Inc. (the Corporation),
for use at the annual meeting of shareholders to be held April 10, 2002, at the
time and place set forth in the accompanying Notice of Meeting, or any
adjournment or adjournments thereof. The principal executive offices of the
Corporation and its wholly-owned subsidiary, American Bank & Trust Company (the
Bank), are located at 321 East Landry Street, Opelousas, Louisiana 70570. The
date on which this Proxy Statement and the enclosed form of proxy were first
sent to shareholders is approximately March 27, 2002.
All expenses of preparing, printing and mailing the proxy, this Proxy
Statement, and any other materials, and all expenses incurred in solicitation,
will be borne by the Corporation. The Corporation expects to solicit proxies
primarily by mail. Proxies also may be solicited in person or by telephone or
telegraph by directors, officers and other employees of the Corporation or the
Bank, none of whom will receive additional compensation for such services, but
who may be reimbursed for any actual expenses incurred, which expenses are
estimated not to exceed the aggregate sum of $2,000. The Corporation also may
request brokerage houses, custodians and nominees, if any such persons are
listed as record owners of the Corporation's common stock, to forward these
materials to the beneficial owners of the stock held of record by them and pay
the reasonable expenses of such persons for forwarding the material.
Voting and Revocation of Proxies. Only shareholders of record at the
close of business on February 14, 2002, are entitled to notice of and to vote at
the meeting. On that date, the Corporation had outstanding 116,589 shares of
common stock, each share of which is entitled to one (1) vote on all matters
presented to the shareholders at the meeting. To the knowledge of the
Corporation, all persons beneficially owning more than five percent (5%) of its
outstanding voting securities are listed in the section entitled "Shareholders
Owning More Than 5% of Outstanding Shares" on page 4 of this Proxy Statement.
The shares represented by any proxy in the enclosed form, if the proxy
is properly executed and received at or prior to the meeting, will be voted in
accordance with the specifications made thereon. Proxies received on which no
specification is made will be voted for the election of the five nominees named
herein as directors and in favor of the remaining proposal as set forth on the
enclosed proxy. Proxies are revocable by providing written notice of revocation
to the Secretary and Treasurer of the Corporation, Ronald J. Lashute, at any
time prior to their exercise or by submitting a later dated proxy to the
Secretary at or before the annual meeting. Written revocations of proxy and
later dated proxies may be presented to the Secretary in person or mailed to:
Ronald J. Lashute, Executive Vice-President and Chief Executive Officer,
American Bank & Trust Company, P. O. Box 1819, Opelousas, Louisiana 70571-1819.
The execution and return of the enclosed proxy will not affect a shareholder's
right to attend the meeting and vote in person. Proxies will, however, be deemed
revoked by attendance and voting at the annual meeting.
SECURITY OWNERSHIP OF MANAGEMENT
The five (5) members of the Board of Directors of the Corporation and
the two (2) executive officers of the Corporation (both of whom also serve on
the Board of Directors), as a group own, directly or indirectly, 45,177 (38.7%)
shares of the common stock of the Corporation. See "Election of Directors" for
the stock ownership of individual directors.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide that the
number of directors will be designated in the Bylaws of the Corporation, or, if
not so designated, will be the number elected from time to time by the
shareholders. The Bylaws of the Corporation provide for a board of five (5)
directors.
The information below lists each nominee for director of the
Corporation, each of whom currently serves as a director, setting forth his
address, age, principal occupation or employment, and amount and percentage of
beneficial ownership of common stock of the Corporation as of February 14, 2002.
Each person listed below has been named as a nominee for election as a director
at the meeting to which this Proxy Statement relates. Directors are elected to
hold office until the next annual meeting of shareholders unless they sooner
become disqualified, or until such time as their successors are elected and have
qualified. Unless otherwise indicated, all nominees have been with the same
organization in essentially the same position as listed below for the past five
years, and the nominees beneficially own, with sole voting and investment power,
the shares listed below. The nominees, except Ronald J. Lashute, are also
members of the Board of Directors of the Corporation's subsidiary, American Bank
& Trust Company. The year listed under the heading "First Elected Director"
indicates the year in which the nominee or director was first elected as a
director of the Bank prior to formation of the Corporation or the year in which
the nominee or director was first elected as a director of the Corporation.
Those persons listed on the table below, except Jasper J. Artall and Ronald J.
Lashute, first became directors of the Corporation on June 30, 1982. Ronald J.
Lashute has been an executive officer of the Corporation and the Bank since
1990. See "Executive Officers."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
PERSONS LISTED BELOW AS DIRECTORS OF THE CORPORATION.
None of the directors of the Corporation holds a directorship in any
other company with a class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or subject to
the requirements of Section 15(d) of the Exchange Act or in any company
registered as an investment company under the Investment Company Act of 1940.
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<Table>
<Caption>
SHARES (6)
PRINCIPAL OCCUPATION BENEFICIALLY
OR EMPLOYMENT FIRST OWNED AS OF
AND BUSINESS EXPERIENCE ELECTED FEBRUARY 14, 2002
NAME AND ADDRESS AGE DURING PAST 5 YEARS DIRECTOR NUMBER PERCENTAGE
- ---------------- --- ----------------------- -------- ------ -----------
Jasper J. Artall (7) 60 Farmer 1998 447 .38%
P. O. Box 201
Melville, LA 71353
Walter J. Champagne, Jr. (7) 81 Retired; investor in farming 1958 2,045 1.7%
P. O. Box 8 interest; and Senior
Port Barre, LA 70577 Vice-President of the Bank
J.C. Diesi (1,3,7) 81 President of Diesi Pontiac- 1958 10,891 9.3%
115 W. Smiley Street Cadillac- Buick, Inc.,
Opelousas, LA 70570 (Automobile Dealer & Service)
Salvador L. Diesi, Sr. 71 Chairman of the Board 1973 15,366 13.2%
(1,2,3,4,8) and President of the
1327 Dietlein Blvd. Corporation and the Bank;
Opelousas, LA 70570 Investor in and operator of
Little Capital of Louisiana, Inc.
(Gas Station, Convenience Store
and Video Poker); Commercial
real estate investor; investor
in farming interest; and
Attorney at Law
Ronald J. Lashute 52 Executive Vice-President 1994 16,428 14.1%
(2,3,5,8) and Chief Executive
649 Southwood Drive Officer of the Bank and
Opelousas, LA 70570 Secretary and Treasurer of
the Corporation
-------- -----
Total for directors (five (5) persons) 45,177 38.7%
======== =====
</Table>
(1) J.C. Diesi is Salvador L. Diesi's uncle.
(2) Executive Officer of the Corporation who participates in major policy
making functions.
(3) Ronald J. Lashute is a cousin of Salvador L. Diesi, Sr. and a nephew of
J.C. Diesi.
(4) Of the 15,366 shares of common stock held by Salvador L. Diesi, Sr.,
10,284 shares (8.8% of the Corporation's outstanding common stock) are
held by corporations of which Mr. Diesi owns 51% or more.
(5) Of the 16,428 shares of common stock held by Ronald J. Lashute, 16,000
shares (13.7% of the Corporation's outstanding common stock) are owned
by The Diesi Family Trust. Mr. Ronald J. Lashute, whose business
address is set forth on page 1 of this Proxy Statement under the
caption "Voting and Revocation of Proxies," is the trustee of The Diesi
Family Trust and has sole voting authority with respect to the shares
of the Corporation's common stock held by the trust. See "Shareholders
Owning More Than 5% of Outstanding Shares." The trust provides that, as
to each beneficiary, it will remain in effect for the life of the
beneficiary or the maximum period allowed by Louisiana law, whichever
is longer.
(6) All figures represent the number or percentage of outstanding shares of
common stock.
(7) Owns shares of common stock directly.
(8) Owns shares of common stock directly and indirectly.
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If elected by the shareholders to serve as the Corporation's Board of
Directors, the nominees listed above plan to direct the Chairman of the Board of
the Corporation, as the sole shareholder of the Bank, to vote the stock of the
Bank owned by the Corporation in favor of the following persons to serve as the
Board of Directors of the Bank: Jasper J. Artall, Walter J. Champagne, Jr., J.
C. Diesi, Salvador L. Diesi, Sr., Charles Jagneaux, Alvin Haynes, II, Sylvia
Sibille and Attaway Darbonne. Each of these persons has served on the Board of
Directors of the Bank for the past year.
SHAREHOLDERS OWNING MORE THAN 5% OF OUTSTANDING SHARES
The following table sets forth, as of February 14, 2002, information
concerning the beneficial ownership of voting stock of American Bancorp, Inc.,
by persons who are known to the Corporation to be beneficial owners of more than
five percent (5%) of the Corporation's outstanding shares of voting common
stock:
<Table>
<Caption>
PERCENTAGE
AMOUNT AND OF CLASS
NAME AND ADDRESS OF NATURE OF BENEFICIAL OF SHARES
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OWNED
- -------------- ------------------- -------------------- ----------
Common stock Salvador L. Diesi, Sr. 15,366 shares 13.2%
1327 Dietlein Blvd. Direct and Indirect (1)
Opelousas, LA 70570
Common stock J.C. Diesi 10,891 shares 9.3%
115 W. Smiley St. Direct
Opelousas, LA 70570
Common stock Ronald J. Lashute 16,428 shares 14.1%
649 Southwood Drive Direct and Indirect (2)
Opelousas, LA 70570
Common stock Bobby Dupre 6,022 shares 5.2%
P. O. Box 1298 Direct and Indirect (3)
Opelousas, LA 70570
</Table>
(1) Mr. Salvador L. Diesi, Sr. directly owns 5,082 shares or 4.4% of the
outstanding shares of the common stock of the Corporation. In addition,
he owns 10,284 shares, which is equal to 8.8% of the outstanding shares
of the Corporation, indirectly, through his associations with his
businesses.
(2) Mr. Ronald J. Lashute directly owns 428 shares or .4% of the
outstanding shares of the common stock of the Corporation. Mr. Lashute
is the trustee of The Diesi Family Trust. The Trust owns 16,000 shares
or 13.7% of the outstanding shares of the Corporation. The Trust is for
the benefit of the grandchildren of Frank Diesi (a former director of
the Corporation) and Marie Diesi.
(3) Mr. Bobby Dupre directly owns 2,164 shares or 1.9% of the outstanding
shares of the common stock of the Corporation. In addition, he owns
3,858 shares or 3.3% of the outstanding shares of the Corporation
indirectly, through his associations with his businesses.
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BOARD MEETINGS AND COMMITTEES
During 2001, the Board of Directors of the Corporation held a total of
three (3) regular and special meetings. Each director attended seventy-five
percent (75%) or more of the aggregate number of meetings of the Board of
Directors of the Corporation and all committees of the Board of Directors of the
Corporation on which he served. During 2001, the Board of Directors of the Bank
held a total of twelve regular and special meetings. Each director of the Bank
attended seventy-five percent (75%) or more of the aggregate number of meetings
of the Board of Directors of the Bank and all committees of the Board of
Directors of the Bank on which they served.
The Board of Directors of the Corporation has no nominating or
compensation committees or committees performing similar functions. The Board of
Directors of the Corporation has, however, established an Audit Committee, the
principal functions of which are to assist the Board of Directors in fulfilling
the Board's responsibility to provide independent, objective oversight by
monitoring (1) the continuing development, by the Corporation and the Bank, of
their respective systems of financial reporting, auditing, internal controls and
legal compliance, (2) the operation of those systems (including with respect to
the integrity of the Corporation's and the Bank's financial statements) and (3)
the independence and performance of the Corporation's and the Bank's external
and internal auditors and the performance and management in the financial
reporting process. The Audit Committee, composed of directors J.C. Diesi and
Jasper J. Artall, held one (1) meeting in 2001 and both members were present.
Each member of the Corporation's Audit Committee is independent under the
definition of independence set forth in Section 4200 (a) (14) of the NASD's
listing standards. The Board of Directors of the Corporation has not adopted a
written charter for the Corporation's audit committee.
The Board of Directors of the Bank has established the following
committee:
The Loan Discount Committee of the Bank reviews and approves all large
loans. This committee met ten (10) times in 2001 and is composed of Salvador L.
Diesi, Sr., Chairman, J.C. Diesi, Charles Jagneaux, Alvin Haynes, II, Walter J.
Champagne, Jr. and Attaway Darbonne.
AUDIT COMMITTEE REPORT
The Audit Committee of the Corporation has reviewed and discussed the
audited financial statements of the Corporation with management. The Audit
Committee of the Corporation has discussed with the Corporation's independent
auditors the matters required to be discussed by SAS 61, and has received from
those accountants the written disclosures and the letter required under
ISB Standard No. 1 and has discussed with the independent accountants their
independence.
Based on the foregoing review and discussions, the Corporation's Audit
Committee has recommended to the Board of Directors of the Corporation that the
audited financial statements be included in the Corporation's Annual Report on
Form 10-K for the last fiscal year for filing with the Securities and Exchange
Commission.
J.C. Diesi
Jasper J. Artall
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EXECUTIVE OFFICERS
The Executive Officers of the Corporation are as follows:
<Table>
<Caption>
NAME AGE POSITIONS HELD
---- --- --------------
Salvador L. Diesi, Sr. 71 Chairman of the Board of the Corporation and
the Bank since April 14, 1993 and
President of the Corporation and the Bank
since April 13, 1983.
Ronald J. Lashute 52 Secretary and Treasurer of the Corporation
and Executive Vice-President and Chief
Executive Officer of the Bank since
March 1990; Director of the Corporation
since December 1994.
</Table>
Executive officers are chosen by the Board of Directors to hold office
at the pleasure of the Board. Both Mr. Salvador L. Diesi, Sr. and Mr. Ronald J.
Lashute have been officers of the Corporation and the Bank for more than five
years.
The family relationships among the executive officers of the
Corporation are indicated in the list of directors. See "Election of Directors."
COMPENSATION AND OTHER TRANSACTIONS
DIRECTORS FEES
Directors of the Corporation received a board fee of $200 per month in
2001 for their services. In 2001, each director of the Bank received a board fee
of $650 per month. In addition, each director of the Bank received a cash bonus
of $3,200 in 2001. Directors serving on the Bank's Loan Discount Committee
received $150 per month in 2001.
COMPENSATION
The following table sets forth all compensation paid, distributed or
accrued for the account of the persons listed below for the fiscal year ended
December 31, 2001 by the Bank to the executive officers of the Corporation and
the Bank.
-6-
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
ANNUAL COMPENSATION
NAME AND SALARY AND
PRINCIPAL DIRECTOR BONUS OTHER ANNUAL ALL OTHER
POSITIONS YEAR FEES($) ($)(1) COMPENSATION($)(2) COMPENSATION($)
- --------- ---- ------------------- ------ ------------------ ---------------
Salvador L. Diesi, 2001 40,610 (4) 3,300 -- 198 (3)
Sr., Chairman of 2000 39,660 (5) 3,600 -- 307 (3)
the Board and 1999 39,217 (6) 3,200 -- 337 (3)
President of the
Corporation and
the Bank
Ronald J. Lashute 2001 89,397 (7) 10,100 -- 10,818 (10)
Executive Vice- 2000 87,802 (8) 10,100 -- 12,399 (11)
President and 1999 84,091 (9) 8,100 -- 9,854 (12)
Chief Executive
Officer of the
Bank and Secre-
tary and Treasurer
of the Corporation
</Table>
(1) The Bank had a cash bonus plan in 2001, 2000, and 1999, whereby a bonus
was declared by the Board of Directors. The total amount of the Bonus
paid to all eligible employees of the Bank was $70,848, $73,415, and
$61,266, respectively, for those years. In addition, cash bonuses of
$3,200 in 2001, $3,500 in 2000 and $3,200 in 1999 were paid to each
director of the Bank. Cash bonuses paid to the executive officers of
the Bank are noted in the table above.
(2) No amounts for perquisites and other personal benefits, such as company
automobiles, which may accrue to the named executive officers and
which, in the opinion of management, are job related and appropriate in
connection with the conduct of the Corporation's and the Bank's
affairs, are shown. The aggregate amount of such compensation does not
exceed ten percent (10%) of the total of annual salary and bonus
reported for the named executive officer and no such compensation for
either officer exceeds twenty-five (25%) of the total perquisites and
other personal benefits accruing to such officer.
(3) These figures represent term life insurance premiums paid by the Bank.
(4) This amount includes $810 that was contributed by the Bank for the
account of Mr. Diesi in accordance with the terms of a 401(k) Plan
established by the Bank for the benefit of its employees in January
1993 (the 401(k) Plan).
(5) This amount includes $810 that was contributed by the Bank for the
account of Mr. Diesi in accordance with the terms of the 401(k) Plan.
(6) This amount includes $817 that was contributed by the Bank for the
account of Mr. Diesi in accordance with the terms of the 401(k) Plan.
(7) This amount includes $2,012 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k) Plan.
-7-
(8) This amount includes $2,017 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k) Plan.
(9) This amount includes $2,383 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k) Plan.
(10) This amount includes $10,238 of deferred compensation accrued under a
supplemental executive retirement plan established by the Bank on
September 1, 1995. This amount also includes $580 in term life
insurance premiums paid by the Bank.
(11) This amount includes $11,847 of deferred compensation accrued under a
supplemental executive retirement plan and $552 in term life insurance
premiums paid by the Bank.
(12) This amount includes $9,302 of deferred compensation accrued under a
supplemental executive retirement plan and $552 in term life insurance
premiums paid by the Bank.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors and beneficial owners of more than ten percent (10%) of the
outstanding shares of common stock of the Corporation to file with the
Securities and Exchange Commission (the SEC) certain reports describing their
stock ownership and changes in their stock ownership. They must also furnish the
Corporation with copies of these forms. Based solely on its review of the copies
of such forms received by it and written representations from certain reporting
persons that they have complied with the relevant filing requirements, the
Corporation believes that during 2001, filing requirements under Section 16(a)
were met on a timely basis.
LEGAL PROCEEDINGS
No director, officer or affiliate of the Corporation, or owner of more
than five percent (5%) of the outstanding shares of the Corporation, is a party
adverse to the Corporation or its subsidiary in any currently pending legal
proceeding, nor does any such party have a material interest adverse to the
Corporation or the Bank in any currently pending legal proceeding.
OTHER TRANSACTIONS
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors, officers and
principal stockholders of the Corporation and of the Bank and their associates,
affiliates or members of their immediate families. The transactions have been
and will continue to be made on the same terms, including interest rates and
collateral on loans, as those prevailing at the same time for comparable
transactions with others and do not involve more than the normal risk of
collectibility or present other unfavorable features.
In addition, the Bank has had other transactions, as indicated below,
with certain directors of the Bank. Such transactions were made in the ordinary
course of business and were on terms competitive with those existing in the
community at the time made.
-8-
The Bank is obligated under a lease for the South Branch location with
Little Capitol of Louisiana, Inc., which corporation is owned by Salvador L.
Diesi, Sr. and a trust set up by Frank Diesi (a former director of the Bank) and
Marie Diesi for the benefit of their grandchildren. For the year ended December
31, 2001, the Bank paid Little Capitol of Louisiana, Inc. $20,671 under the
terms of the lease. The initial lease expired on May 31, 1997, but was renewed
through May 31, 2002.
During 2001, the Bank had its vehicles repaired at Diesi
Pontiac-Cadillac-Buick, Inc. and paid an aggregate amount of $13,204 for such
repairs. Also in 2001, the Bank purchased a truck for $12,446 from Diesi
Pontiac-Cadillac-Buick, Inc. Mr. J.C. Diesi, a director of the Corporation, is
an owner of the car dealership.
RELATIONSHIP WITH, AND RATIFICATION OF APPOINTMENT OF,
INDEPENDENT PUBLIC ACCOUNTANTS
General. Broussard, Poche, Lewis & Breaux, L.L.P., has served as the
Corporation's independent Certified Public Accountants for the fiscal years
ending December 31, 1986 to 2001. At the 2002 annual shareholders' meeting, the
following resolution will be subject to ratification by a simple majority vote
of shares represented at the meeting:
RESOLVED, That the selection of Broussard, Poche, Lewis & Breaux, L.L.P., as
the independent Certified Public Accountants of American Bancorp, Inc. and
its sole subsidiary, American Bank & Trust Company, for the fiscal year
ending December 31, 2002, is hereby ratified.
Although shareholder approval is not required, it is the policy of the
Board of Directors of the Corporation to request ratification for the
appointment of accountants.
If ratification is not achieved, the selection of independent Certified
Public Accountants will be reconsidered and made by the Board of Directors. Even
if the selection is ratified, the Board of Directors of the Corporation reserves
the right to direct and, in its discretion, may direct, the appointment of any
other independent Certified Public Accounting firm at any time if the Board
decides that such a change would be in the best interests of the Corporation and
its shareholders.
A representative of Broussard, Poche, Lewis & Breaux, L.L.P. is
expected to attend the annual shareholders' meeting with the opportunity to make
a statement, if desired, and is expected to be available to respond to
shareholders' inquiries.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF BROUSSARD, POCHE, LEWIS & BREAUX, L.L.P. AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE CORPORATION AND THE BANK FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2002.
Audit Fees. The aggregate fees billed by Broussard, Poche, Lewis
& Breaux, L.L.P. for professional services rendered for the audit of the
Corporation's annual financial statements for the most recent fiscal year and
the review of the financial statements included in the Corporation's Forms 10-Q
for that fiscal year were $32,625.
-9-
Financial Information Systems Design and Implementation Fees.
Broussard, Poche, Lewis & Breaux, L.L.P. did not bill the Corporation for, or
render, professional services related to financial information systems design or
implementation for or on behalf of the Corporation during the most recent fiscal
year.
All Other Fees. The aggregate fees billed for services rendered by
Broussard, Poche, Lewis & Breaux, L.L.P. for services, other than those
described above in "Audit Fees" and "Financial Information Systems Design and
Implementation Fees," for the most recent fiscal year were $23,237, which fees
were billed in connection with tax-related services, preparation of the
Corporation's Form 10-K, an examination of Electronic Data Processing
operations, a review of Investment Practices, restatement of retirement plan
documents and evaluation of employee benefit plans.
Other Matters. The Audit Committee of the Corporation has considered
whether the provision of the services by Broussard, Poche, Lewis & Breaux,
L.L.P. other than the services described above under "Audit Fees," is compatible
with maintaining the independence of Broussard, Poche, Lewis & Breaux, L.L.P.
and has determined that the provision of such services is compatible with the
independence of Broussard, Poche, Lewis & Breaux, L.L.P. The percentage of the
hours expended in Broussard, Poche, Lewis & Breaux, L.L.P.'s engagement to audit
the Corporation's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the full-time permanent
employees of Broussard, Poche, Lewis & Breaux, L.L.P. was not in excess of 50
percent.
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
Shareholders who desire to present a proposal for inclusion in the
proxy material relating to the 2003 annual meeting of shareholders of American
Bancorp, Inc. must forward such proposals to Ronald J. Lashute at the address
listed on the first page of this Proxy Statement in time to arrive at the
Corporation's headquarters prior to November 28, 2002. To be included, such
proposals must meet the requirements of, and not be subject to exclusion under,
applicable law, including Rule 14a-8 under the Exchange Act. Shareholders who
desire to present a proposal at the 2003 annual meeting other than one that will
be included in the Corporation's proxy materials must notify the Corporation (by
notice to Mr. Lashute at the address listed on the first page of this Proxy
Statement) no later than February 10, 2003. If a shareholder who wishes to
present a proposal fails to notify the Corporation by this date, the
shareholder's proposal will be considered untimely and the proxies solicited for
the meeting will have discretionary authority to vote on the proposal if it is
properly brought before the meeting. If a shareholder makes a timely
notification, the proxies may still exercise discretionary voting authority
under circumstances consistent with the SEC's proxy rules.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of the outstanding
shares of common stock of the Corporation is necessary to constitute a quorum.
If a quorum is present, the vote of a majority of the shares present or
represented by proxy will decide all questions properly brought before the
meeting, except that directors will be elected by plurality vote. A
shareholder's abstention or refusal to vote on a particular matter will not
affect the presence of a quorum or reduce the voting power present. (In effect,
therefore, an abstention is counted as a vote against a matter.) A non-vote
(including broker non-votes) will have no affect
-10-
on the items to be addressed at the meeting.
All proxies received in the form enclosed will be voted as specified,
and, in the absence of instruction to the contrary, will be voted FOR the
election of the nominees named above, and FOR the ratification of the
appointment of Broussard, Poche, Lewis & Breaux, L.L.P. as the independent
Certified Public Accountants of the Corporation and the Bank.
The Corporation does not know of any matters to be presented at the
annual meeting other than those mentioned above. However, if any other matters
properly come before the meeting or any adjournment thereof, it is the intention
of the persons named on the enclosed proxy to vote the shares represented by
them in accordance with their best judgment, unless authority to do so is
withheld.
ADDITIONAL CORPORATE INFORMATION
ANY SHAREHOLDER MAY, BY WRITTEN REQUEST, OBTAIN WITHOUT CHARGE AN
ADDITIONAL COPY OF THE CORPORATION'S 2001 ANNUAL REPORT AND/OR A COPY OF THE
CORPORATION'S FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL
STATEMENT SCHEDULES, FOR THE CORPORATION'S MOST RECENT FISCAL YEAR AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOULD BE ADDRESSED TO RONALD
J. LASHUTE, EXECUTIVE VICE-PRESIDENT AND CHIEF EXECUTIVE OFFICER, AMERICAN BANK
& TRUST COMPANY, P. O. BOX 1819, OPELOUSAS, LOUISIANA 70571-1819.
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