1
EXHIBIT 23.1
AMERICAN BANCORP, INC.
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD APRIL 10, 1996
GENERAL
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, 1996, at the time and place set
forth in the accompanying Notice of Meeting. The principal executive offices
of the Corporation and its wholly-owned subsidiary, American Bank & Trust
Company (the Bank) are located at 328 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, 1996.
Only shareholders of record at the close of business on February 29,
1996, are entitled to notice of and to vote at the meeting. On that date, the
Corporation had outstanding 120,000 shares of common stock, each of which is
entitled to one 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 5% or More of Outstanding Shares" on
page 8 of this Proxy Statement.
The shares represented by any proxy in the enclosed form, if it 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 election as directors of the five
nominees named herein and in favor of the remaining proposals as set forth on
the enclosed proxy. Proxies are revocable by written notice to the Secretary
of the Board of Directors, Ronald J. Lashute, at any time prior to their
exercise or by submitting a later dated proxy. Written revocations of proxy
may be presented in person or mailed to: Ronald J. Lashute, Executive
Vice-President and Chief Executive Officer, American Bank & Trust Company, P.
O. Box 1579, Opelousas, Louisiana 70571-1579. Proxies will be deemed revoked
by attendance and voting at the annual meeting.
All expenses of preparing, printing, and mailing the proxy and all
materials used in solicitation will be borne by the Corporation. 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 is 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.
2
SECURITY OWNERSHIP OF MANAGEMENT
The five members of the Board of Directors of the Corporation and the
two executive officers of the Corporation (both of whom also serve on the Board
of Directors), as a group own, directly or indirectly, 49,571 (41.3%) 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 set by the Bylaws. The Bylaws provide for a board
of not less than five nor more than twenty directors. The Bylaws currently set
the Board of Directors at five members.
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 29,
1996. Each person listed below has been named as a nominee for election as
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
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."
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, or subject to the requirements of
Section 15(d) of that Act or in any company registered as an investment company
under the Investment Company Act of 1940.
-2-
3
SHARES
BENEFICIALLY
FIRST OWNED AS OF
PRINCIPAL OCCUPATION ELECTED FEBRUARY 29, 1996
NAME AGE OR EMPLOYMENT DIRECTOR NUMBER PERCENTAGE
- ------------------------------------------------------------------------------------------------------------------------
Joseph J. Artall 89 Farmer 1958 4,620 3.9%
P. O. Box 486
Melville, LA 71353
Walter J. Champagne, Jr. 75 Walter J. Champagne Co., 1958 2,045 1.7%
P. O. Box 8 (Gen. Merchandising &
Port Barre, LA 70577 Agric.) Vice-Pres./Bank
J.C. Diesi (1,3) 75 Diesi Pontiac-Cadillac- 1958 11,606 9.7%
148 W. Smiley Street Buick, Inc., (Automobile
Opelousas, LA 70570 Dealer & Service)
Salvador L. Diesi, Sr. 65 Chairman of the Board and 1973 30,872 25.7%
(1,2,3,4) President, American
1355 Dietlein Blvd. Bancorp, Inc. and
Opelousas, LA 70570 American Bank & Trust
Company; Wholesale Beer
Distributor, Premium
Brands, Inc.; Gas Station,
Convenience Store, and
Video Poker; Little
Capitol of Louisiana,
Inc.; Commercial real
estate, farming interest;
and Attorney at Law
Ronald J. Lashute 46 Executive Vice-President 1994 428 .3%
(2,3) and Chief Executive
2057 Jasmine Drive Officer of the Bank and
Opelousas, LA 70570 Secretary, Treasurer of
the Corporation
------- ------
Total for directors (five persons) 49,571 41.3%
======= ======
(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 30,872 shares, 16,000 shares (13.3% of the Corporation's
outstanding common stock) are owned by the Diesi Family Trust. Mr.
Salvador L. Diesi, Sr. 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 said trust. See
"Shareholder's Owning 5% or More of Outstanding Shares."
-3-
4
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: Joseph J. Artall, Walter J. Champagne, Jr.,
J. C. Diesi, Salvador L. Diesi, 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.
PROPOSAL TO AMEND THE ARTICLES
OF INCORPORATION OF THE CORPORATION
The Corporation's Board of Directors recommends that the shareholders
approve a proposal to amend Article VI of the Articles of Incorporation of the
Corporation. Such an amendment will require the affirmative vote of not less
than two-thirds of the total number of shares outstanding, or 80,000 shares. A
copy of the proposed amendment is attached as Exhibit A hereto. A summary of
the amendment, the effect of the amendment and the reasons the Board has
recommended its adoption follow.
Currently, the Articles of Incorporation of the Corporation require
the affirmative vote of two-thirds of the total shares entitled to vote to
approve an amendment of the Articles or a merger, consolidation, transfer of
corporate assets or dissolution of the corporation. The proposed amendment
would not affect that vote requirement for a dissolution or for most amendments
to the Articles of Incorporation. It would, however, increase the vote
required to approve a merger, consolidation or transfer of corporate assets,
and it would also increase the vote required to amend the provision of the
Articles that sets the required vote for those events. The required vote would
be increased from two-thirds of the outstanding shares entitled to vote to 75%
of the outstanding shares entitled to vote.
Louisiana corporate law provides that a merger, consolidation or sale
of assets requiring shareholder approval must be approved by at least
two-thirds of the voting power present at the meeting at which such action is
considered, or by such larger or smaller vote as the Articles may require. The
Corporation's Articles have already increased the vote to more than is required
by Louisiana law (as the Articles currently require approval by two-thirds of
the total outstanding stock rather than just two-thirds of the voting power
present at the meeting). The proposed amendment would increase the vote
required even further.
Although the Board is proposing the suggested increase in the vote
required to approve a merger, consolidation or transfer of assets as a
protection against hostile acquisitions and unfair second-step combinations as
discussed below, the directors currently own or control more than 40% of the
stock of the Corporation, and the directors could, therefore, block a merger,
consolidation or transfer of assets with which it did not agree under the
current Articles (which require approval of such transactions by affirmative
vote of two-thirds of the total shares entitled to vote). Thus, the current
Articles may already provide (at least with the current stock ownership of the
directors) incentive for any potential acquiror to negotiate with the Board.
The proposed amendment may not be required to serve that purpose. Moreover, if
the proposed amendment is adopted, Chairman of the Board and President Sal
Diesi, who owns or controls over 25% of the Corporation's stock, will be able
to block a merger, consolidation or transfer of assets transaction himself,
even if all the other shareholders of the Corporation would be in favor of such
transaction.
-4-
5
Uninvited tender offers or other unilateral, unsolicited attempts to
acquire control of companies, if successful, may be followed by a second-step
merger or other corporate change that eliminates or changes the interest of
minority shareholders who did not sell their stock in the first step. Under
certain circumstances, the federal securities laws may regulate disclosure of
various aspects of these transactions, but do not purport to govern their
substance. While dissenting shareholders may have statutory rights to receive
the "fair cash value" of their shares in connection with certain business
combinations, efforts to pursue those legal rights may involve costly and
protracted litigation.
The Board believes that substantial inequities can befall the
remaining shareholders after a company has come under the control of another
party which then proceeds to accomplish a business combination by merger or
otherwise. The terms of the second-step business combination may not assure
fair treatment of minority shareholders. Moreover, in the current banking
climate in Louisiana, recently there have been for the first time in many years
several attempts to acquire community banks and holding companies by hostile
acquisitions, through tender offers and other means. Acquisitions by such
processes often do not maximize the value obtained by the shareholders.
The Board believes that, by requiring an increased shareholder vote
for a merger, consolidation or transfer of assets, hostile acquisitions and
unfair second-step business combinations may be discouraged. The increased
vote requirement may increase the likelihood that a potential acquiror would
negotiate with the Board rather than acquire a stock position in the
Corporation by tender offer followed by a second-step merger or attempt to
acquire the Corporation by other hostile means. The Board believes that it may
be in a better position than the individual shareholders of the Corporation to
negotiate effectively on behalf of all the shareholders to maximize the value
that would be received in an acquisition since the Board is likely to be more
knowledgeable than any individual shareholder in assessing the business and
prospects of the Corporation and its subsidiary Bank. Accordingly, the Board
is of the view that negotiations between the Board and a purchaser and an
increased shareholder vote to approve a merger or other acquisition would
increase the likelihood that shareholders would receive a higher price for
their shares from anyone desiring to obtain control of the Corporation.
This proposal is not made as a result of any specific effort known to
the Board to accumulate the Corporation's securities or to obtain control of
the Corporation. The proposal is raised at this time because of the recent
resurgence of hostile acquisitions or attempts at hostile acquisitions of
community banks in Louisiana.
The proposed amendment may have a chilling effect on bids for
acquisition of control of the Corporation. For example, having to negotiate
with the Board may make it more costly for a purchaser to acquire control of
the Corporation. This may decrease the likelihood that a tender offer will be
made and, as a result, may adversely affect those shareholders who would desire
to participate in a tender offer. A potential purchaser of stock seeking to
obtain control may be discouraged from purchasing stock because a 75%
shareholder vote would be required in order to change or eliminate the
provisions of Article VI. Another effect of the provisions of Article VI could
be to give veto power to the holders of a minority of the voting power of the
Corporation with respect to a merger, consolidation or sale of assets that a
majority of shareholders believe to be desirable and beneficial. To the extent
that tender offers and other takeover attempts are discouraged, shareholders
will not have the opportunity to dispose of their shares at a price which is
often substantially higher than that prevailing in the market. Moreover, since
there may otherwise be no market for the stock of the Corporation, to the
extent that tender offers and takeover attempts are discouraged, shareholders
may not be able to sell their shares at all.
-5-
6
Louisiana law provides in certain cases of hostile acquisitions that
some protections must be afforded to minority shareholders, such as minority
shareholder approval of the transaction and elimination of any price disparity
in a second-step transaction, but there is no guaranty that these protections
would apply to any specific transaction.
The Articles of Incorporation do not contain other provisions that the
Board believes have substantial anti- takeover effects. The Board has no
current intention to recommend other amendments with an anti-takeover effect,
although it may determine at a later date, to do so.
Provisions of the Louisiana Business Corporation Law designed to
provide protections to shareholders in the event of hostile acquisition
attempts or unfair second-step combinations may be available or applicable to
the Corporation under certain circumstances. One such statute is the Fair Price
Protection Statute. This statute requires a "supermajority" vote (in excess of
that required by the current or proposed Articles of the Corporation) for
certain business combinations (including mergers) with interested shareholders
(generally 10% or greater shareholders) or their affiliates unless certain
specific criteria are met, some of which have to do with testing the fairness
of the price offered for Corporation shares. The statute by its terms may not
apply to the Corporation unless the Corporation specifically opts into it. If
the statute does apply, the Board can opt out of it under certain
circumstances. Another such statute is the Control Share Acquisition Act, which
provides that persons who acquire stock of certain Louisiana corporations in
excess of certain specified thresholds will have voting rights with respect to
such stock only to the extent that such voting rights are authorized by the
shareholders. The Board can opt out of this statute as well. This is not
intended to be an exhaustive or complete discussion of the possible protections
or anti-takeover measures that might be available or applicable by operation of
law to the Corporation or its shareholders. Rather, this discussion is intended
to inform the shareholders that some protections may be applicable even in the
absence of anti-takeover provisions in the Corporation's Articles or Bylaws.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSED AMENDMENT TO ARTICLE VI OF THE ARTICLES OF INCORPORATION OF THE
CORPORATION.
PROPOSAL TO RATIFY SECTION 2.3(b)
OF THE BYLAWS OF THE CORPORATION
Section 2.3(b) of the Bylaws of the Corporation provides that any
shareholder or shareholders holding in the aggregate two-thirds of the total
voting power of the Corporation may request that the Secretary of the
Corporation call a special meeting of shareholders. Louisiana corporate law
provides that special meetings of shareholders may be called upon the request
of any shareholder or shareholders holding in the aggregate one-fifth (or such
lesser or greater proportion as may be fixed in the Articles or in a bylaw
adopted by the shareholders) of the total voting power. The Corporation
increased that requirement in its initial Bylaws, which were adopted by the
incorporator of the Corporation and ratified by the directors. The provision
requiring two-thirds of the total voting power to request a special
shareholders meeting be called was in place when the shareholders of American
Bank & Trust Company voted to become shareholders of the Corporation in the
holding company reorganization. For this reason, the Board believed that the
Bylaw was effective as a bylaw adopted by the shareholders. A recent judicial
decision involving similar facts but involving a different corporation,
however, has cast doubt on whether or not the Bylaw is effective. In order to
resolve any question on that matter, the Board has determined to ask the
shareholders to ratify Section 2.3(b) of the Bylaws. The Board is not aware
that any shareholder(s) have or intend to request the call of a special
meeting.
-6-
7
Section 2.3(b) of the Bylaws would make it more difficult for an
acquiror to require that a special meeting of shareholders be called in order
to change the Board of Directors or amend the Articles of Incorporation or for
any other purpose. Such a provision may work to discourage unfriendly or
hostile acquisition attempts. The overall effect of both the proposal to amend
Article VI of the Articles of Incorporation and the proposal to ratify Section
2.3(b) of the Bylaws is to render more difficult the accomplishment of mergers
or the assumption of control by a principal shareholder, and thus to make more
difficult the removal of management. The provision would, however, also make
it difficult for the current shareholders to require that a special meeting of
shareholders be called for any purpose, including a purpose that may be in the
best interests of the Bank. Of course, the provision does not prohibit the
Board from calling a special meeting at the request of the holders of fewer
than two-thirds of the outstanding stock of the Corporation; it merely provides
that it is not mandatory that a special meeting be called at the request of the
holders of fewer than two-thirds of the outstanding stock of the Corporation.
The Board does not believe that the Corporation's Bylaws contain other
provisions that are generally deemed to have an anti-takeover effect, and the
Board has no current intention to recommend such provisions, although it may
determine at a later date to do so.
It should be noted that the directors currently own or control over
40% of the stock of the Corporation. As a result, if the Bylaw provision is
ratified by the vote of the shareholders (or otherwise deemed to be effective),
the directors would be able to defeat any movement by shareholders to call a
special meeting of shareholders if they voted for any reason to do so.
Shareholders who wish to propose an action but do not have sufficient shares to
require that a special meeting be called can act by written consent as
authorized in the Articles of the Corporation.
The Board has operated since the incorporation of the Corporation with
the view that Section 2.3(b) of the Bylaws is effective. If the shareholders
fail to ratify the provision at this meeting, the Board may continue to take
the position that Section 2.3(b) is effective, unless an interested party
successfully challenges that position.
The Bylaws provide that they can be amended or repealed by the Board
at any regular or special meeting or by the shareholders at any annual or
special meeting. The shareholder vote required to amend the Bylaws would be a
majority of the voting power present at the meeting at which the amendment was
considered. If the shareholders ratify Section 2.3(b), it may not be amended
by the Board without further shareholder action.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
RATIFYING SECTION 2.3(B) OF THE BYLAWS OF THE CORPORATION.
Copies of the Articles of Incorporation and the Bylaws of the
Corporation are available for inspection at the main office of the Corporation.
-7-
8
SHAREHOLDERS OWNING 5% OR MORE OF OUTSTANDING SHARES
The following table sets forth as of February 29, 1996, 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 5% or
more of the Corporation's outstanding shares of voting common stock:
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. 30,872 shares 25.7%
1355 Dietlein Blvd. Direct and Indirect (1)
Opelousas, LA 70570
Common stock J.C. Diesi 11,606 shares 9.7%
148 W. Smiley St. Direct
Opelousas, LA 70570
(1) Mr. Salvador L. Diesi, Sr. directly owns 5,282 shares or 4.40% of the
outstanding shares of the Corporation. In addition, he owns 9,590
shares, which is equal to 8% of the outstanding shares of the
Corporation, indirectly, through his associations with his business.
Mr. Salvador L. Diesi, Sr. is also the trustee of the Diesi Family
Trust. The Trust owns 16,000 or 13.3% of the outstanding shares of
the Corporation. The Trust is for the benefit of the grandchildren of
Frank (a former director of the Bank) and Marie Diesi.
BOARD MEETINGS AND COMMITTEES
During 1995, the Board of Directors of the Corporation held a total of
four regular and special meetings. All of the directors, except Mr. Joe
Artall, attended seventy-five percent or more of the aggregate number of
meetings of the Board of Directors of the Corporation. Mr. Artall attended two
of the four meetings. During 1995, the Board of Directors of the Bank held a
total of twelve regular and special meetings. All of the directors of the Bank
attended seventy-five percent or more of the aggregate number of meetings of
the Board of Directors of the Bank and committees of the Board of Directors of
the Bank on which they serve.
The Board of Directors of the Corporation has no committees.
The Board of Directors of the Bank has established the following
committees:
The Loan Discount Committee reviews and approves all large loans.
This committee met nine (9) times in 1995 and is composed of Salvador L. Diesi,
Sr., Chairman, J.C. Diesi, Charles Jagneaux, Alvin Haynes, II, Walter J.
Champagne, Jr. and Attaway Darbonne.
The Audit Committee, composed of Walter J. Champagne, Jr., Sylvia
Sibille and Joseph J. Artall, met one (1) time in 1995. The duties of the
Audit Committee include, but are not limited to the following:
1. Review the Bond Portfolio, Time and Savings Deposits, Demand
Deposits and Loan Portfolio.
-8-
9
2. Analyze the Statement of Condition and the Statement of Income
and Expenses.
3. Review the audit report of the external auditors, F.D.I.C. and
State Examiners Reports.
4. Review the Bank's insurance policies including the Blanket
Bond and Liability Policy.
5. Report results of its review to the Board of Directors.
EXECUTIVE OFFICERS
The Executive Officers of the Corporation are as follows:
NAME AGE POSITION CURRENTLY HELD
- ----------------------------------------------------------------------------------------------------
Salvador L. Diesi, Sr. 65 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 46 Secretary/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.
Executive Officers are chosen by the Board of Directors to hold office
at the pleasure of the Board. Mr. Salvador L. Diesi, Sr. has been an officer
of the Corporation and the Bank for more than five years. Mr. Ronald Lashute
has been on the staff of the Corporation and, prior to its formation, the Bank
for 22 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 receive no compensation for their
services. In 1995, each director of the Bank received a board fee of $300 per
month for the months of January and February, and $400 per month for the months
of March through December. In addition, each director of the Bank received a
cash bonus of $3,000 in 1995. Directors serving on the Bank's Loan Discount
Committee received $50 per meeting attended in 1995. The Bank's Audit
Committee met once in 1995. The Chairman of the Audit Committee received $200
for attending that meeting. Other members of the Audit Committee who attended
the meeting received $100.
-9-
10
COMPENSATION
The following table sets forth all compensation paid, distributed or
accrued for the account of the persons listed below for the fiscal year ended
December 31, 1995 by the Bank to the Executive Officers of the Corporation and
the Bank.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND SALARY AND
PRINCIPAL DIRECTOR BONUS OTHER ANNUAL ALL OTHER
POSITION YEAR FEES($) ($)(1) COMPENSATION($)(2) COMPENSATION($)
- -----------------------------------------------------------------------------------------------
Salvador L. Diesi, 1995 32,590 (4) 3,100 - 276 (3)
Sr., Chairman of 1994 33,690 (4) 2,500 - 1,581 (3)
the Board and 1993 33,478 (4) 2,500 - 1,849 (3)
President of the
Corporation and
the Bank
Ronald J. Lashute 1995 71,615 (5) 5,683 - 2,639 (8)
Executive Vice- 1994 69,286 (6) 4,962 - 291 (3)
President and 1993 64,960 (7) 4,615 - 305 (3)
Chief Executive
Officer of the
Bank and Secre-
tary/Treasurer
of the Corporation
(1) The Bank had a cash bonus plan in 1995, 1994, and 1993, 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 $50,364, $38,160,
and $34,493, respectively, for those years. In addition, cash bonuses
of $3,000 in 1995 and $2,500 in 1994 and 1993, were paid to each
director of the Bank. Cash bonuses 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 10% of the total of annual salary or
bonus reported for the named executive officer.
(3) These figures represent term life insurance premiums paid by the Bank.
(4) This amount includes $540 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).
-10-
11
(5) This amount includes $1,303 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k)
Plan.
(6) This amount includes $1,359 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k)
Plan.
(7) This amount includes $1,236 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k)
Plan.
(8) This amount includes $2,363 of deferred compensation accrued under a
supplemental executive retirement plan established by the Bank on
September 1, 1995. This amount also includes $276 in term life
insurance premiums paid by the Bank.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
officers, directors and beneficial owners of more than 10% of the outstanding
shares 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
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 (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 not involving more than the normal risk of
collectibility or presenting 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.
-11-
12
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 (a former director of the Bank) and
Marie Diesi for the benefit of their grandchildren. For the year ended
December 31, 1995, the Bank paid Little Capitol of Louisiana, Inc. $18,000
under the terms of the lease. The initial lease expired on May 31, 1992, but
was renewed through May 31, 1997.
During 1995, the Bank had its vehicles repaired at Diesi
Pontiac-Cadillac-Buick, Inc. and paid an aggregate amount of $2,329 for such
repairs. Also in 1995, the Bank purchased a car for $26,169 and a truck for
$15,261 from Diesi Pontiac-Cadillac-Buick, Inc. Mr. J.C. Diesi, a Director of
the Corporation, is an owner of the car dealership.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Broussard, Poche', Lewis & Breaux has served as the Corporation's
independent Certified Public Accountants for the fiscal years ending December
31, 1986 to 1995. At the 1996 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, as the
independent Certified Public Accountants of American Bancorp, Inc. and its
sole subsidiary, American Bank and Trust Company, for the fiscal year
ending December 31, 1996, is hereby ratified.
If ratification is not achieved, the selection of an independent
Certified Public Accountant will be reconsidered and made by the Board of
Directors. Even if selection is ratified, the Board of Directors reserves the
right, and in its discretion, may direct the appointment of any other
independent Certified Public Accounting firm at any time if the Board decided
that such a change would be in the best interests of the Corporation and its
shareholders.
A representative of Broussard, Poche', Lewis & Breaux is expected to
attend the Annual Shareholder's Meeting with the opportunity to make a
statement, if desired, and is expected to be available to respond to
shareholder's inquiries.
SHAREHOLDER PROPOSALS
Shareholders who desire to present a proposal for inclusion in the
proxy material relating to the 1997 annual meeting of shareholders of American
Bancorp, Inc. must forward such proposals to Ronald Lashute at the address
listed on the first page of this Proxy Statement in time to arrive at the
Corporation prior to November 29, 1996.
-12-
13
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 and amendment
of the Articles of Incorporation requires approval of two-thirds of the total
shares outstanding (or 80,000 shares).
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, FOR the amendment of Article VI of the
Corporation's Articles of Incorporation, FOR the ratification of Section 2.3(b)
of the Corporation's Bylaws and FOR the ratification of independent Certified
Public Accountants.
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 1995 ANNUAL REPORT OR A COPY OF THE
CORPORATION'S FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS SHOULD BE ADDRESSED TO RONALD LASHUTE, EXECUTIVE VICE-PRESIDENT AND
CHIEF EXECUTIVE OFFICER, AMERICAN BANK AND TRUST COMPANY, P. O. BOX 1579,
OPELOUSAS, LOUISIANA 70571-1579.
-13-
14
EXHIBIT A
TO PROXY STATEMENT
OF AMERICAN BANCORP, INC.
CURRENT ARTICLE VI OF
ARTICLES OF INCORPORATION
OF AMERICAN BANCORP, INC.
If shareholder action or approval is required by law
in connection with the amendment of these Articles or any
merger, consolidation, transfer of corporate assets or
dissolution of or involving the corporation, such action or
approval shall be taken or given only upon the affirmative
vote of not less than two-thirds of the number of shares
entitled to vote on the particular question.
PROPOSED ARTICLE VI OF THE
ARTICLES OF INCORPORATION OF
AMERICAN BANCORP, INC.
ARTICLE VI
If shareholder action or approval is required by law
in connection with the amendment of these Articles (except as
provided in the second paragraph of this Article VI) or
dissolution of or involving the corporation, such action or
approval shall be taken or given only upon the affirmative
vote of not less than two-thirds of the total number of shares
entitled to vote on the particular question.
If shareholder action or approval is required by law
in connection with any merger, consolidation or transfer of
corporate assets of or involving the corporation, or in
connection with an amendment of this second paragraph of
Article VI of these Articles of Incorporation, such action or
approval shall be taken or given only upon the affirmative
vote of not less than 75% of the total number of shares
entitled to vote on the particular question.
-14-