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EXHIBIT 22.1
AMERICAN BANCORP, INC.
PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD APRIL 8, 1998
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 8, 1998, 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 25, 1998.
Only shareholders of record at the close of business on February 13, 1998,
are entitled to notice of and to vote at the meeting. On that date, the
Corporation had outstanding 119,281 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 4 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 proposal 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 at or before the annual meeting. 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 any other
materials and all expenses incurred 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 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.
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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, 50,152 (42%) 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, or if not so designated, will be the
number elected from time to time by the shareholders. The Bylaws provide for a
board of five 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 13, 1998. 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.
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SHARES
BENEFICIALLY
FIRST OWNED AS OF
PRINCIPAL OCCUPATION ELECTED FEBRUARY 13, 1998
NAME AND ADDRESS AGE OR EMPLOYMENT DIRECTOR NUMBER PERCENTAGE
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Joseph J. Artall 91 Farmer 1958 4,620 3.9%
P. O. Box 486
Melville, LA 71353
Walter J. Champagne, Jr. 77 Retired; Farming interest; 1958 2,045 1.7%
P. O. Box 8 and Vice-Pres./Bank
Port Barre, LA 70577
J.C. Diesi (1,3) 77 Diesi Pontiac-Cadillac- 1958 11,800 9.9%
148 W. Smiley Street Buick, Inc., (Automobile
Opelousas, LA 70570 Dealer & Service)
Salvador L. Diesi, Sr. 67 Chairman of the Board and 1973 15,259 12.8%
(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 48 Executive Vice-President 1994 16,428 13.8%
(2,3,5) and Chief Executive
2057 Jasmine Drive Officer of the Bank and
Opelousas, LA 70570 Secretary, Treasurer of
the Corporation
------ ------
Total for directors (five persons) 50,152 42%
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(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 15,259 shares held by Salvador L. Diesi, Sr., 9,977 shares
(8.4%) are held by a Corporation of which Mr. Diesi owns 51%.
(5) Of the 16,428 shares held by Ronald J. Lashute, 16,000 shares (13.4% of
the Corporation's outstanding common stock) are owned by The Diesi Family
Trust. Mr. Ronald J. Lashute 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." Mr. Lashute became the trustee of The Diesi Family
Trust on September 9, 1997 to replace the former trustee, Mr. Salvador
Diesi. In connection with becoming the trustee of the Trust, Mr. Lashute
filed with the Federal Reserve Bank in Atlanta a notice of change in bank
control.
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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: 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.
SHAREHOLDERS OWNING 5% OR MORE OF OUTSTANDING SHARES
The following table sets forth as of February 13, 1998, 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
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Common stock Salvador L. Diesi, Sr. 15,259 shares 12.8%
1355 Dietlein Blvd. Direct and Indirect (1)
Opelousas, LA 70570
Common stock J.C. Diesi 11,800 shares 9.9%
148 W. Smiley St. Direct
Opelousas, LA 70570
Common stock Ronald J. Lashute 16,428 shares 13.8%
2057 Jasmine Drive Direct and Indirect (2)
Opelousas, LA 70570
Common stock Bobby Dupre 6,022 shares 5.0%
444 King Street Direct and Indirect (3)
Opelousas, LA 70570
(1) Mr. Salvador L. Diesi, Sr. directly owns 5,282 shares or 4.4% of the
outstanding shares of the Corporation. In addition, he owns 9,977 shares,
which is equal to 8.4% of the outstanding shares of the Corporation,
indirectly, through his associations with his business.
(2) Mr. Ronald J. Lashute directly owns 428 shares or .4% of the outstanding
shares of the Corporation. Mr. Lashute is the trustee of The Diesi Family
Trust. The Trust owns 16,000 shares or 13.4% of the outstanding shares of
the Corporation. The Trust is for the benefit of the grandchildren of Frank
(a former director of the Corporation) and Marie Diesi.
(3) Mr. Bobby Dupre directly owns 2,164 shares or 1.8% of the outstanding
shares of the Corporation. In addition, he owns 3,858 or 3.2% of the
outstanding shares of the Corporation indirectly, through his associations
with his businesses.
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BOARD MEETINGS AND COMMITTEES
During 1997, the Board of Directors of the Corporation held a total of four
regular and special meetings. Each director attended seventy-five percent or
more of the aggregate number of meetings of the Board of Directors of the
Corporation and committees of the Board of Directors of the Corporation on which
he served. During 1997, 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 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 he served.
The Board of Directors of the Corporation has no audit, nominating or
compensation committees or committees performing similar functions.
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 five (5) times in 1997 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., Chairman, Sylvia
Sibille and Joseph J. Artall, met one (1) time in 1997. 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.
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.
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EXECUTIVE OFFICERS
The Executive Officers of the Corporation are as follows:
NAME AGE POSITION CURRENTLY HELD
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Salvador L. Diesi, Sr. 67 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 48 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 24
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
1997, each director of the Bank received a board fee of $500 per month for the
months of January through March, and $600 per month for the months of April
through December. In addition, each director of the Bank received a cash bonus
of $3,000 in 1997. Directors serving on the Bank's Loan Discount Committee
received $50 per meeting attended in January and February and $150 per month
March through December 1997. The Bank's Audit Committee met once in 1997. The
Chairman of the Audit Committee received $300 for attending that meeting. Other
members of the Audit Committee received $150 for attending that meeting. The
Chairman of the Audit Committee also received $200 for attending the 1996
meeting and the other members received $100 for attending the 1996 meeting.
COMPENSATION
The following table sets forth all compensation paid, distributed or accrued
for the account of the persons listed below for the fiscal year ended December
31, 1997 by the Bank to the Executive Officers of the Corporation and the Bank.
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SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND SALARY AND
PRINCIPAL DIRECTOR BONUS OTHER ANNUAL ALL OTHER
POSITION YEAR FEES($) ($)(1) COMPENSATION($)(2) COMPENSATION($)
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Salvador L. Diesi, 1997 36,268 (4) 3,100 - 337 (3)
Sr., Chairman of 1996 33,922 (5) 3,100 - 337 (3)
the Board and 1995 32,590 (5) 3,100 - 276 (3)
President of the
Corporation and
the Bank
Ronald J. Lashute 1997 79,574 (6) 6,142 - 8,687 (9)
Executive Vice- 1996 73,248 (7) 5,933 - 8,145 (10)
President and 1995 71,615 (8) 5,683 - 2,639 (11)
Chief Executive
Officer of the
Bank and Secre-
tary/Treasurer
of the Corporation
(1) The Bank had a cash bonus plan in 1997, 1996, and 1995, 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 $49,950, $49,471 and $50,364,
respectively, for those years. In addition, cash bonuses of $3,000 in 1997,
1996 and 1995 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 10% of the total
of annual salary and bonus reported for the named executive officer.
(3) These figures represent term life insurance premiums paid by the Bank.
(4) This amount includes $818 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 $540 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 $2,168 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 $1,436 that was contributed by the Bank for the
account of Mr. Lashute in accordance with the terms of the 401(k) Plan.
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(8) 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.
(9) This amount includes $8,125 of deferred compensation accrued under a
supplemental executive retirement plan established by the Bank on September
1, 1995. This amount also includes $562 in term life insurance premiums
paid by the Bank.
(10) This amount includes $7,593 of deferred compensation accrued under a
supplemental executive retirement plan and $552 in term life insurance
premiums paid by the Bank.
(11) This amount includes $2,363 of deferred compensation accrued under a
supplemental executive retirement plan and $276 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 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, except that Mr.
Salvador L. Diesi, Sr. filed one Form 4 late following his resignation as
trustee of the Diesi Family Trust.
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 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.
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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,
1997, the Bank paid Little Capitol of Louisiana, Inc. $19,558 under the terms of
the lease. The initial lease expired on May 31, 1997, but was renewed through
May 31, 2002.
During 1997, the Bank had its vehicles repaired at Diesi
Pontiac-Cadillac-Buick, Inc. and paid an aggregate amount of $2,380 for such
repairs. Also in 1997, the Bank purchased a car for $27,513 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 1997. At the 1998 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, 1998, 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 decides 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 FOR 1999 ANNUAL MEETING
Shareholders who desire to present a proposal for inclusion in the proxy
material relating to the 1999 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 25, 1998.
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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 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 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 1997 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.
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