UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Globe Bancorp, Inc.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(4) Date filed:
______________________________________________________________________________
GLOBE BANCORP, INC.
4051 Veterans Boulevard, Suite 100
Metairie, Louisiana 70002
(504) 887-0057
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 27, 2004
_______________
Our Annual Meeting of Stockholders will be held at the headquarters of
Globe Bancorp, Inc. located at 4051 Veterans Boulevard, Suite 100, Metairie,
Louisiana on Tuesday, April 27, 2004 at 11:00 a.m., Central Time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect three directors for a three-year term expiring in
2007, and until their successors are elected and qualified;
(2) To ratify the appointment by the Audit Committee of the
Board of Directors of Roth Murphy Sanford L.L.P. as our
independent auditors for the fiscal year ending December 31,
2004; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
You are entitled to notice of and to vote at the Annual Meeting and at
any adjournment thereof if you are a stockholder of record as of the close of
business on March 12, 2004, the voting record date.
By Order of the Board of Directors
/s/ Michael H. Bagot
Michael H. Bagot
Chairman of the Board
Metairie, Louisiana
March 29, 2004
- ------------------------------------------------------------------------------
You are cordially invited to attend the Annual Meeting. It is important that
your shares be represented regardless of the number you own. Even if you plan
to be present, you are urged to complete, sign, date and return the enclosed
proxy promptly in the envelope provided. If you attend the meeting, you may
vote either in person or by proxy. Any proxy given may be revoked by you in
writing or in person at any time prior to the exercise thereof.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
About the Annual Meeting of Stockholders . . . . . . . . . . . . . . 1
Information with Respect to Nominees for Director, Continuing
Directors and Executive Officers . . . . . . . . . . . . . . . . . 3
Election of Directors. . . . . . . . . . . . . . . . . . . . . . . 3
Directors Whose Terms Are Continuing . . . . . . . . . . . . . . . 4
Board Meetings and Committees. . . . . . . . . . . . . . . . . . . 4
Compensation of Directors. . . . . . . . . . . . . . . . . . . . . 5
Executive Officers Who Are Not Directors . . . . . . . . . . . . . 5
Code of Ethics for Executive Officers and Financial Professionals. 5
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . 6
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . 6
Indebtedness of Management and Related Party Transactions. . . . . 6
Equity Compensation Plan Information . . . . . . . . . . . . . . . 6
Beneficial Ownership of Common Stock by Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 16(a) Beneficial Ownership Reporting Compliance. . . . . . 8
Ratification of Appointment of Auditors. . . . . . . . . . . . . . . 8
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Report of the Audit Committee. . . . . . . . . . . . . . . . . . . . 10
Stockholder Proposals, Nominations and Stockholder Communications
with the Board of Directors. . . . . . . . . . . . . . . . . . . . 10
Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
GLOBE BANCORP, INC.
_______________
PROXY STATEMENT
_______________
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to holders of common stock of Globe
Bancorp, Inc., the parent holding company of Globe Homestead Savings Bank.
Proxies are being solicited on behalf of our Board of Directors to be used at
the Annual Meeting of Stockholders to be held at our headquarters located at
4051 Veterans Boulevard, Suite 100, Metairie, Louisiana on Tuesday, April 27,
2004 at 11:00 a.m., Central Time, and at any adjournment thereof for the
purposes set forth in the Notice of Annual Meeting of Stockholders. This
Proxy Statement is first being mailed to stockholders on or about March 29,
2004.
______________________________________________________________________________
ABOUT THE ANNUAL MEETING OF STOCKHOLDERS
______________________________________________________________________________
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the matters outlined
in the Notice of Annual Meeting on the cover page of this proxy statement,
including the election of directors and ratification of our independent
auditors. In addition, management will report on the performance of Globe
Bancorp and respond to questions from stockholders.
Who is entitled to vote?
Only our stockholders of record as of the close of business on the
record date for the meeting, March 12, 2004, are entitled to vote at the
meeting. On the record date, we had 273,800 shares of common stock issued and
outstanding and no other class of equity securities outstanding. For each
issued and outstanding share of common stock you own on the record date, you
will be entitled to one vote on each matter to be voted on at the meeting, in
person or by proxy.
How do I submit my proxy?
After you have carefully read this proxy statement, indicate on your
proxy form how you want your shares to be voted. Then sign, date and mail
your proxy form in the enclosed prepaid return envelope as soon as possible.
This will enable your shares to be represented and voted at the Annual
Meeting.
If my shares are held in street name by my broker, could my broker
automatically vote my shares for me?
Yes. Your broker may vote in his or her discretion on the election of
directors and ratification of the auditors if you do not furnish instructions.
Can I attend the meeting and vote my shares in person?
Yes. All stockholders are invited to attend the Annual Meeting.
Stockholders of record can vote in person at the Annual Meeting. If your
shares are held in street name, then you are not the stockholder of record and
you must ask your broker or other nominee how you can vote in person at the
Annual Meeting.
-1-
Can I change my vote after I return my proxy card?
Yes. If you have not voted through your broker or other nominee, there
are three ways you can change your vote or revoke your proxy after you have
sent in your proxy form.
* First, you may send a written notice to the Secretary, Robert J.
Gohres, Corporate Secretary, Globe Bancorp, Inc., 4051 Veterans
Boulevard, Suite 100, Metairie, Louisiana 70002, stating that you
would like to revoke your proxy.
* Second, you may complete and submit a new proxy form. Any earlier
proxies will be revoked automatically.
* Third, you may attend the Annual Meeting and vote in person. Any
earlier proxy will be revoked. However, attending the Annual
Meeting without voting in person will not revoke your proxy.
If you have instructed a broker or other nominee to vote your shares,
you must follow directions you receive from your broker or other nominee to
change your vote.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum. Proxies received but marked as abstentions and broker
non-votes will be included in the calculation of the number of votes
considered to be present at the meeting.
What are the Board of Directors' recommendations?
The recommendations of the Board of Directors are set forth under the
description of each proposal in this proxy statement. In summary, the Board
of Directors recommends that you vote FOR the nominees for director described
herein and FOR ratification of the appointment of Roth Murphy Sanford L.L.P.
for fiscal 2004.
The proxy solicited hereby, if properly signed and returned to us and
not revoked prior to its use, will be voted in accordance with your
instructions contained in the proxy. If no contrary instructions are given,
each proxy signed and received will be voted in the manner recommended by the
Board of Directors and, upon the transaction of such other business as may
properly come before the meeting, in accordance with the best judgment of the
persons appointed as proxies. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment of the Annual Meeting and will not
be used for any other meeting.
What vote is required to approve each item?
Directors are elected by a plurality of the votes cast with a quorum
present. The three persons who receive the greatest number of votes of the
holders of common stock represented in person or by proxy at the Annual
Meeting will be elected directors. The affirmative vote of a majority of the
total votes present in person and by proxy is required for approval of the
proposal to ratify the appointment of the independent auditors. Abstentions
are considered in determining the presence of a quorum, but will not affect
the plurality vote required for the election of directors. The proposals to
elect directors and ratify to the appointment of the independent auditors are
considered "discretionary" items upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished
voting instructions. Abstentions will have the effect of a vote against the
proposal to ratify the appointment of the independent auditors.
-2-
______________________________________________________________________________
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
______________________________________________________________________________
Election of Directors
Our Articles of Incorporation and Bylaws provide that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected by our stockholders for
a term of three years, or until their successors are elected and qualified.
There are no arrangements or understandings between us and any person
pursuant to which such person has been elected as a director. No director is
related to any other director or executive officer by first cousin or closer,
except that John L. Gohres and Robert J. Gohres are brothers. Each nominee
and each director whose term continues currently serves as a director of Globe
Bancorp and Globe Homestead Savings Bank.
In December 2003, Saxon J. Toca, III retired as a director of Globe
Bancorp and Globe Homestead after serving with us for 25 years. The Board of
Directors nominated Mary Elizabeth Toca to serve for the remaining term and to
the class of directors of which her father, Saxon J. Toca, III, had been a
member.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to
stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for any replacement nominee or nominees recommended by the
Board of Directors. At this time, the Board of Directors knows of no reason
why any of the nominees listed below may not be able to serve as a director if
elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including tenure as a
director of Globe Homestead. Ages are reflected as of March 12, 2004.
Nominees for Director for a Three-Year Term Expiring in 2007
Position with Globe Bancorp and Globe Homestead Director
Name Age and Principal Occupation During the Past Five Years Since
---- --- --------------------------------------------------- --------
<s> <c> <c> <c>
Albert E. Briede, III 81 Director; Currently retired; former 1989
Funeral Director, All Faiths Funeral
Home, New Orleans, Louisiana.
John L. Gohres, Jr. 49 Director; Insurance executive and 1998
officer of Emory & James, Ltd., a retail
property and casualty insurance agency,
Metairie, Louisiana.
Mae H. Leaveau 78 Director; President of Globe Bancorp and 1960
Globe Homestead since March 2004.
Previously, Vice-President of Globe
Bancorp and Globe Homestead since March 2001.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE ABOVE
NOMINEES FOR DIRECTOR.
-3-
Directors Whose Terms Are Continuing
Directors with a Term Expiring in 2005
Position with Globe Bancorp and Globe Homestead Director
Name Age and Principal Occupation During the Past Five Years Since
---- --- --------------------------------------------------- --------
<s> <c> <c> <c>
Robert J. Gohres 48 Director and Corporate Secretary; 1988
Insurance executive and President of
Emory & James, Ltd., a retail property
and casualty insurance agency, Hammond, Louisiana.
Madeleine B. Richard 48 Director; Globe Homestead Loan Officer 1987
since March 1987.
Directors with a Term Expiring in 2006
Position with Globe Bancorp and Globe Homestead Director
Name Age and Principal Occupation During the Past Five Years Since
---- --- --------------------------------------------------- --------
<s> <c> <c> <c>
Michael H. Bagot 81 Director; Chairman of Globe Bancorp 1986
since March 2001 and of Globe Homestead
since July 1998.
Mary Elizabeth Toca 52 Director; Attorney with the law firm of 2003
Kennedy and Toca, Metairie, Louisiana.
Board Meetings and Committees
The Board of Directors of Globe Bancorp met twelve times during the year
ended December 31, 2003. The Board of Directors has established a
Compensation Committee, Nominating Committee and an Audit Committee, each as
described below. No director attended fewer than 75% in the aggregate of the
meetings of the Board of Directors of Globe Bancorp held during 2003 and the
total number of meetings held by all committees of the Board on which he or
she served during the year.
Audit Committee. The Audit Committee reviews the scope and results of
the audit performed by our independent auditors and reviews with management
and such independent auditors our system of internal control and audit. The
Audit Committee also reviews all examination and other reports by federal
banking regulators. The members of the Audit Committee for both Globe Bancorp
and Globe Homestead are Albert E. Briede, III, Robert J. Gohres and Mary
Elizabeth Toca. The Audit Committee met four times during 2003. Messrs.
Briede and R. Gohres and Ms. Toca are independent directors as defined in Rule
4200(a)(15) of the Nasdaq Stock Market, Inc.'s listing standards. The Audit
Committee operates pursuant to a written charter, a copy of which was attached
to the Proxy Statement for the 2002 Annual Meeting. The Audit Committee
reviews and reassesses the adequacy of the charter annually.
We have no "audit committee financial expert." We believe the cost to
retain a financial expert at this time is prohibitive. However, the Board of
Directors believes that each audit committee member has sufficient knowledge in
financial and auditing matters to serve on the committee. The committee has the
authority to engage legal counsel or other experts or consultants as it deems
appropriate to carry out its responsibilities.
Compensation Committee. The Compensation Committee is responsible for
establishing management compensation policies and procedures and reviewing
executive compensation. The Compensation Committee consists of Messrs.
Briede, J. Gohres and Ms. Toca.
-4-
Nominating Committee. We established a Nominating Committee in 2004 for
the purpose of nominating directors for election at the Annual Meeting. The
current members of the Nominating Committee are Messrs. R. Gohres and Bagot
and Ms. Toca who met once in 2004 to consider director nominations and
recommended nominees to the full Board of Directors. The Nominating Committee
members are independent directors, as defined in the Nasdaq's listing
standards, who rotate annually so that no director will be in a position to
recommend himself or herself for nomination to the Board of Directors. The
Board of Directors will consider nominees recommended by stockholders for
nomination to the Board of Directors. The procedures for stockholder
nominations are described in Article 6.F of our Articles of Incorporation as
described in this proxy statement under "Stockholder Proposals, Nominations
and Stockholder Communications with the Board of Directors."
Regular meetings of the Board of Directors of Globe Homestead are held
once a month and special meetings of the Board of Directors are held from
time-to-time as needed. There were twelve meetings of the Board of Directors
of Globe Homestead held during 2003. No director attended fewer than 75% of
the total number of meetings of the Board of Directors of Globe Homestead
during 2003 and the total number of meetings held by all committees of the
Board of Globe Homestead on which the director served during such year.
Compensation of Directors
Each director of Globe Homestead receives $450 for each regular meeting
of the Board of Directors, with the exception of Mrs. Mae Leaveau and Mrs.
Madeleine Richard who do not receive a fee since they are full-time employees.
Directors are paid for excused absences from Board meetings.
Executive Officers Who are Not Directors
We do not have any executive officers who are not directors.
Code of Ethics for Executive Officers and Financial Professionals
The Board of Directors has adopted a code of ethics for our executive
officers, including the chief executive officer and the chief financial
officer, and financial professionals. These officers are expected to adhere at
all times to this code of ethics. Failure to comply with this code of ethics
is a serious offense and will result in appropriate disciplinary action. We
have posted this code of ethics on our Internet website at
www.globehomestead.com.
We will disclose on our Internet website at www.globehomestead.com, to
the extent and in the manner permitted by Item 10 of Form 8-K under Section 13
of the Exchange Act, the nature of any amendment to this code of ethics (other
than technical, administrative, or other non-substantive amendments), our
approval of any material departure from a provision of this code of ethics,
and our failure to take action within a reasonable period of time regarding
any material departure from a provision of this code of ethics that has been
made known to any of our executive officers.
-5-
______________________________________________________________________________
EXECUTIVE COMPENSATION
______________________________________________________________________________
Summary Compensation Table
Globe Bancorp does not pay separate compensation to its officers. The
following table sets forth a summary of certain information concerning the
compensation paid by Globe Homestead for services rendered in all capacities
during the years ended December 31, 2003, 2002 and 2001 to the President and
Chief Executive Officer (our "named executive officer"). None of our other
executive officers had total annual salary and bonus in excess of $100,000
during 2003. Mr. Exnicios resigned effective March 19, 2004. Mrs. Mae
Leaveau was appointed by the Board of Directors as President to replace Mr.
Exnicios.
Annual Compensation(1)
Name and ---------------------- All Other
Principal Position Year Salary Bonus Compensation(2)
- ------------------ ---- ------ ----- ---------------
Thomas J. Exnicios 2003 $ 75,000 $ 7,000 $ 10,608
President and Chief 2002 75,000 -- 11,517
Executive Officer 2001 75,000 2,500 10,410
____________________
(1) Annual compensation does not include amounts attributable to
miscellaneous benefits received by the named executive officer. In the
opinion of management of Globe Homestead, the costs to Globe Homestead
of providing such benefits to the named executive officer during the
years ended December 31, 2003, 2002 and 2001 did not exceed the lesser
of $50,000 or 10% of the total of annual salary and bonus reported for
the individual.
(2) Consists of amounts allocated during the year ended, as indicated, on
behalf of Mr. Exnicios pursuant to the Employee Stock Ownership Plan.
The dollar amount for 2003 represents the fair market value on December
31, 2003 of a share of common stock, the date the shares were allocated,
multiplied by the 575 shares allocated to the ESOP account of Mr.
Exnicios for 2003.
Indebtedness of Management and Related Party Transactions
In the ordinary course of business, Globe Homestead makes loans
available to our directors, officers and employees. Such loans are made in
the ordinary course of business on the same terms, including interest rates
and collateral, as comparable loans to other borrowers. It is the belief of
management that these loans neither involve more than the normal risk of
collectibility not present other unfavorable features. At December 31, 2003,
we had eight loans outstanding to our directors and executive officers, or
members of their immediate families. These loans totaled approximately
$632,000 or 11.4% of our total stockholders' equity at December 31, 2003.
Messrs. John Gohres, Jr. and Robert Gohres, directors, are owners of an
insurance agency through which we obtain our insurance coverage. We paid
$6,866 to this agency in 2003.
Equity Compensation Plan Information
Globe Bancorp does not have any securities issued or to be issued under
any equity compensation plans approved or not approved by security holders.
-6-
______________________________________________________________________________
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
______________________________________________________________________________
The following table sets forth, as of March 12, 2004, the voting record
date, certain information as to our common stock beneficially owned by (a)
each person or entity, including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us
to be the beneficial owner of more than 5% of our issued and outstanding
common stock, (b) our directors and (c) all directors and executive officers
as a group.
Common Stock Beneficially
Owned as of March 12, 2004 (1)
------------------------------
Name of Beneficial Owner Amount Percentage
- ------------------------------------------------------- ---------- ---------------
<s> <c> <c>
Globe Bancorp, Inc. Employee Stock Ownership Plan Trust 24,334 8.9%
4051 Veterans Boulevard, Suite 100
Metairie, Louisiana 70002 (2)
Directors:
Michael H. Bagot (3) 200 *
Albert E. Briede, III (4) 10,000 3.7
John L. Gohres, Jr. (5) 10,000 3.7
Robert J. Gohres (6) 10,000 3.7
Mae H. Leaveau(7) 1,711 *
Madeleine B. Richard(8) 1,002 *
Mary Elizabeth Toca -- *
Named Executive Officer:
Thomas J. Exnicios(9) 9,605 3.5
All directors and executive officers of Globe Bancorp
and Globe Homestead as a group (eight people) (2) 42,518 15.5
__________________
* Represents less than 1% of the outstanding common stock.
(1) Based upon information furnished by the respective persons. Pursuant to
rules promulgated under the Securities Exchange Act of 1934 Act, a
person is deemed to beneficially own shares of common stock if he or she
directly or indirectly has or shares (a) voting power, which includes
the power to vote or to direct the voting of the shares; or (b)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, the named
beneficial owner has sole voting power and sole investment power with
respect to the indicated shares.
(2) The Globe Bancorp, Inc. Employee Sock Ownership Plan Trust was
established pursuant to the Globe Bancorp, Inc. Employee Stock Ownership
Plan by an agreement between Globe Bancorp and Thomas J. Exnicios,
Robert J. Gohres and Albert E. Briede, III, who act as Trustees of the
ESOP. As of March 12, 2004, the voting record date, 19,467 shares of
our common stock held in the ESOP Trust were unallocated and 4,867
shares were allocated to the accounts of participating employees. The
ESOP Trustees must vote the allocated shares held in the ESOP in
accordance with the instructions of the participating employees. Under
the terms of the ESOP, unallocated shares held in the ESOP will be voted
by the ESOP Trustees in
(Footnotes continued on following page.)
-7-
__________________
the same proportion for and against proposals to stockholders as
participating employees actually vote shares of our common stock which
have been allocated to their accounts. The amount of common stock
beneficially owned by each individual Trustee or all directors and
executive officers as a group does not include the unallocated shares
held by the ESOP Trust or shares allocated to participants who are not
executive officers. The total for all directors and executive officers
as a group includes 3,725 shares allocated to the ESOP accounts of the
three employee directors.
(3) The shares are held jointly with Mr. Bagot's wife, with whom voting and
dispositive power is shared.
(4) The shares are held jointly with Mr. Briede's wife, with whom voting and
dispositive power is shared.
(5) Includes 2,000 shares held in an IRA for the benefit of Mr. J. Gohres, Jr.
(6) Includes 1,200 shares held in an IRA for the benefit of Mr. R. Gohres.
(7) Includes 711 shares allocated to Ms. Leaveau's account in the ESOP.
(8) Includes 902 shares allocated to Ms. Richard's account in the ESOP.
(9) Includes 2,105 shares allocated to Mr. Exnicios's account in the ESOP.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, our
directors, executive officers and any persons holding more than 10% of our
common stock are required to report their ownership of the common stock and
any changes in that ownership to the Securities and Exchange Commission by
specific dates. Based on representations of our directors and officers or
copies of the reports that they have filed with the Securities and Exchange
Commission, we believe that all of these filing requirements were satisfied by
our directors and executive officers in the year ended December 31, 2003,
other than Ms. Toca who was late filing a Form 3 reporting no securities
beneficially owned.
______________________________________________________________________________
RATIFICATION OF APPOINTMENT OF AUDITORS
______________________________________________________________________________
Our Audit Committee of the Board of Directors has appointed Roth Murphy
Sanford L.L.P., independent certified public accountants, to perform the audit
of Globe Bancorp's financial statements for the year ending December 31, 2004,
and further directed that the selection of auditors be submitted for
ratification by the stockholders at the Annual Meeting.
We have been advised by Roth Murphy Sanford L.L.P. that neither that
firm nor any of its associates has any relationship with Globe Bancorp or
Globe Homestead other than the usual relationship that exists between
independent certified public accountants and clients. Roth Murphy Sanford
L.L.P. will have one or more representatives at the Annual Meeting who will
have an opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions.
In determining whether to appoint Roth Murphy Sanford L.L.P. as our
auditors, the Audit Committee considered whether the provision of services,
other than auditing services, by Roth Murphy Sanford L.L.P. is compatible with
maintaining the auditor's independence. In addition to performing auditing
services, the independent auditors performed tax-related services, including
the completion of our corporate tax returns, in 2003.
-8-
The Audit Committee believes that Roth Murphy Sanford L.L.P.'s performance of
these other services is compatible with maintaining the auditor's independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ROTH MURPHY SANFORD, L.L.P. AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
Audit Fees
The following table sets forth the aggregate fees paid by us to Roth
Murphy Sanford L.L.P. for professional services rendered in connection with
the audit of our consolidated financial statements for 2003 and 2002, as well
as the fees paid by us to Roth Murphy Sanford L.L.P. for audit-related
services, tax services and all other services rendered to us during 2003 and
2002.
Year Ended December 31,
-----------------------
2003 2002
------- --------
Audit fees(1).......................... $28,000 $26,400
Audit-related fees..................... -- --
Tax fees(2)............................ 2,500 2,500
All other fees(3)...................... -- 2,831
------ ------
Total............................. $30,500 $31,731
====== ======
____________________
(1) Audit fees consist of fees incurred in connection with the audit of our
annual financial statements and the review of the interim financial
statements included in our quarterly reports filed with the Securities
and Exchange Commission, as well as work generally only the independent
auditor can reasonably be expected to provide, such as statutory audits,
consents and assistance with and review of documents filed with the
Securities and Exchange Commission.
(2) Tax fees consist primarily of fees paid in connection with preparing
federal and state income tax returns and other tax related services.
(3) All other fees paid in 2002 were for the loan collateral verification
performed for the Federal Home Loan Bank of Dallas.
The Audit Committee selects our independent auditors and pre-approves
all audit services to be provided by it to Globe Bancorp. The Audit Committee
also reviews and pre-approves all audit-related and non-audit related services
rendered by our independent auditors in accordance with the Audit Committee's
charter. In its review of these services and related fees and terms, the
Audit Committee considers, among other things, the possible effect of the
performance of such services on the independence of our independent auditors.
The Audit Committee pre-approves certain audit-related services and certain
non-audit related tax services which are specifically described by the Audit
Committee on an annual basis and separately approves other individual
engagements as necessary.
Each new engagement of Roth Murphy Sanford L.L.P. was approved in
advance by the Audit Committee, and none of those engagements made use of the
de minimis exception to pre-approval contained in the Securities and Exchange
Commission's rules.
-9-
______________________________________________________________________________
REPORT OF THE AUDIT COMMITTEE
______________________________________________________________________________
The Audit Committee has reviewed and discussed Globe Bancorp's audited
financial statements with management. The Audit Committee has discussed with
the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communication with Audit Committees." The Audit
Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No.
1, as may be modified or supplemented, and has discussed with the independent
accountant, the independent accountant's independence. Based on the review
and discussions referred to above in this report, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in Globe Bancorp's Annual Report on Form 10-KSB for fiscal year 2003
for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Albert E. Briede, III
Robert J. Gohres
Mary Elizabeth Toca
______________________________________________________________________________
STOCKHOLDER PROPOSALS, NOMINATIONS AND STOCKHOLDER COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
______________________________________________________________________________
Stockholder Proposals. Any proposal which a stockholder wishes to have
included in the proxy materials of Globe Bancorp relating to the next annual
meeting of stockholders, which is scheduled to be held in April, 2005, must be
received at our principal executive offices located at 4051 Veterans
Boulevard, Metairie, Louisiana 70002, Attention: Robert J. Gohres, Corporate
Secretary, no later than November 29, 2004. If such proposal is in compliance
with all of the requirements of Rule 14a-8 under the Securities Exchange Act,
it will be included in the proxy statement and set forth on the form of proxy
issued for such annual meeting of stockholders. It is urged that any such
proposals be sent certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in our proxy
materials pursuant to Rule 14a-8 under the Securities Exchange Act may be
brought before an annual meeting pursuant to Article 9.D. of our Articles of
Incorporation, which provides that the stockholder must give timely notice
thereof in writing to the Corporate Secretary. To be timely with respect to
the annual meeting of stockholders scheduled to be held in April 2005, a
stockholder's notice must be delivered to, or mailed and received at, our
principal executive offices no later than November 29, 2004. A stockholder's
notice to the Corporate Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting the information
required by Article 9.D.
Stockholder Nominations. Our Articles of Incorporation govern
nominations of candidates for election as director at any annual meeting of
stockholders and provide that such nominations, other than those made by the
Board of Directors, may be made by any stockholder entitled to vote at such
annual meeting provided such nomination is made in accordance with the
procedures set forth in Article 6.F. Nominations, other than those made by or
at the direction of the Board of Directors, must be made pursuant to timely
notice in writing to the Corporate Secretary. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, our principal
executive offices not later than 120 days prior to the anniversary date of the
initial mailing of proxy materials by us in connection with the immediately
preceding annual meeting of stockholders or November 24, 2003 in the case of
this Annual Meeting. Such stockholder's notice must comply with the
requirements of Article 6.F. We did not receive any stockholder nominations.
-10-
Other Stockholder Communications. Our Board of Directors has adopted a
formal process by which stockholders may communicate with the Board.
Stockholders who wish to communicate with the Board may do so by sending
written communications addressed to the Board of Directors of Globe Bancorp,
Robert J. Gohres, Corporate Secretary, at 4051 Veterans Boulevard, Metairie,
Louisiana 70002.
______________________________________________________________________________
ANNUAL REPORTS
______________________________________________________________________________
A copy of our Annual Report to Stockholders for the year ended December
31, 2003 accompanies this Proxy Statement. Such annual report is not part of
the proxy solicitation materials.
Upon receipt of a written request, we will furnish to any stockholder
without charge a copy of our Annual Report on Form 10-KSB (without exhibits)
for fiscal 2003 required to be filed with the Securities and Exchange
Commission. In addition, upon written request, we will furnish copies of the
exhibits to the Annual Report on Form 10-KSB for a fee that covers our
reasonable expenses in furnishing such exhibits. Such written requests should
be directed to Robert J. Gohres, Corporate Secretary, Globe Bancorp, Inc.,
4051 Veterans Boulevard, Metairie, Louisiana 70002. The Form 10-KSB is not
part of the proxy solicitation materials.
______________________________________________________________________________
OTHER MATTERS
______________________________________________________________________________
Each proxy solicited hereby also confers discretionary authority on our
Board of Directors to vote the proxy with respect to the approval of the
minutes of the last meeting of stockholders, the election of any person as a
director if the nominee is unable to serve or for good cause will not serve,
matters incident to the conduct of the meeting, and upon such other matters as
may properly come before the Annual Meeting. Management is not aware of any
business that may properly come before the Annual Meeting other than those
matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that
the proxies solicited hereby will be voted with respect to those other matters
in accordance with the judgment of the persons voting the proxies.
We may solicit proxies by mail, advertisement, telephone, facsimile,
telegraph and personal solicitation. Our directors and executive officers may
solicit proxies personally or by telephone without additional compensation.
We will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
solicitation materials to the beneficial owners of our common stock.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
-11-
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE
GLOBE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLOBE
BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 27, 2004 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Globe Bancorp,
Inc. as proxies, each with power to appoint his or her substitute, and hereby
authorizes them to represent and vote, as designated below, all the shares of
common stock of Globe Bancorp, Inc. held of record by the undersigned on March
12, 2004 at the Annual Meeting of Stockholders to be held at our corporate
headquarters located at 4051 Veterans Boulevard, Metairie, Louisiana 70002, on
Tuesday, April 27, 2004, at 11:00 a.m., Central Time, and any adjournment
thereof, with all the powers that the undersigned would possess if personally
present, as follows:
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM (except as marked to the
contrary below)
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
Nominees for three-year term expiring in 2007:
Albert E. Briede, III, John L. Gohres, Jr. and Mae H. Leaveau
To withhold authority to vote for any nominee, write the name(s) of the
nominee(s) in the space provided.
____________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT of Roth Murphy Sanford, L.L.P. as our
independent auditors for the year ending December 31, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please check the following box if you currently plan to attend the Annual
Meeting in person. [ ]
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of
any person as a director if the nominee is unable to serve or for good cause
will not serve, matters incident to the conduct of the meeting, and upon such
other matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of Directors'
nominees listed above and FOR Proposal 2. Shares of common stock of Globe
Bancorp will be voted as specified. If no specification is made, shares will
be voted for the election of the Board of Directors' nominees to the Board of
Directors, for Proposal 2, and otherwise at the discretion of the proxies.
This proxy may not be voted for any person who is not a nominee of the Board
of Directors. This proxy may be revoked at any time before it is exercised.
_______________
Please be sure to sign and date Date
this Proxy in the box below.
_________________________________________________________________________
_____Stockholder sign above________Co-holder (if any) sign above_________
Detach above card, sign, date and mail in postage paid envelope provided.
GLOBE BANCORP, INC.
______________________________________________________________________________
The above signed hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Globe Bancorp, Inc., called for April 27, 2004, a
Proxy Statement for the Annual Meeting and the Annual Report to Stockholders.
Please sign this proxy exactly as your name(s) appear(s) on this proxy.
When signing in a representative capacity, please give title. When shares are
held jointly, only one holder need sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
______________________________________________________________________________
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
___________________________________________________
___________________________________________________
___________________________________________________
ESOP VOTING INSTRUCTION BALLOT
GLOBE BANCORP, INC.
The undersigned hereby instructs the Trustees of the Employee Stock
Ownership Plan and Trust of Globe Bancorp, Inc. to vote, as designated below,
all the shares of common stock allocated to my account pursuant to the ESOP as
of March 12, 2004 at the Annual Meeting of Stockholders to be held at our
corporate headquarters located at 4051 Veterans Boulevard, Metairie,
Louisiana, 70002, on Tuesday, April 27, 2004, at 11:00 a.m., Central Time, and
any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM (except as marked to the
contrary below)
[ ] FOR [ ] WITHHOLD
Nominees for three-year term expiring in 2007:
Albert E. Briede, III, John L. Gohres, Jr. and Mae H. Leaveau
Instruction: To withhold authority to vote for one or two, but not all three
of the nominees, write the name(s) of the nominee(s) in the space provided
below.
_________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT of Roth Murphy Sanford L.L.P. as our
independent auditors for the year ending December 31, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Trustees are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of
any person as a director if the nominee is unable to serve or for good cause
will not serve, matters incident to the conduct of the meeting, and upon such
other matters as may properly come before the meeting.
The Board of Directors recommends a vote FOR the Board's nominees for
director and FOR Proposal 2. Such votes are hereby solicited by the Board of
Directors.
Dated:_______________, 2004
_________________________________
Signature
If you return this card properly signed but you do not otherwise specify,
shares will be voted for the Board of Directors' nominees for director and for
Proposal 2.
[GLOBE BANCORP, INC. LETTERHEAD]
March 29, 2004
To: Participants in Globe Bancorp, Inc.'s Employee Stock Ownership Plan
As described in the attached materials, your proxy as a stockholder of
Globe Bancorp, Inc. is being solicited in connection with the proposals to be
considered at the upcoming Annual Meeting of Stockholders. We hope you will
take advantage of the opportunity to direct the manner in which shares of
common stock allocated to your account pursuant to the Employee Stock
Ownership Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, Globe Bancorp's Annual Report to Stockholders and a
voting instruction ballot, which will permit you to vote the shares in your
account. After you have reviewed the Proxy Statement, we urge you to vote
your restricted shares held pursuant to the ESOP by marking, dating, signing
and returning the enclosed voting instruction ballot to the Trustees of the
ESOP. The Trustees will total the votes and vote the shares in accordance
with your instructions.
We urge each of you to vote, as a means of participating in the
governance of the affairs of Globe Bancorp. If your voting instructions for
the ESOP are not received, the shares allocated to your account will generally
not be voted, subject to the fiduciary duties of the trustee. While I hope
that you will vote in the manner recommended by the Board of Directors, the
most important thing is that you vote in whatever manner you deem appropriate.
Please take a moment to do so.
Please note that the enclosed voting instruction ballot relates only to
those shares which have been allocated to you under the ESOP. You will
receive other voting material for those shares owned by you individually, if
any, and not under the ESOP.
Sincerely,
/s/ Mae H. Leaveau
Mae H. Leaveau
President