TECHE HOLDING CO - DEF 14A - 20021216 - NOTICE_OF_ANNUAL_MEETING
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Teche Holding Company (the "Company") will be held at the Alex P.
Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 22,
2003, at 2:00 p.m. A proxy card and a proxy statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of six directors of the Company; and
2. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending September 30, 2003.
The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof may also be acted upon. The Board of
Directors is not aware of any other business to come before the Meeting. Any
action may be taken on the foregoing proposals at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on November 25, 2002 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
W. Ross Little, Jr.
Secretary
New Iberia, Louisiana
December 16, 2002
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
OF
TECHE HOLDING COMPANY
1120 JEFFERSON TERRACE BOULEVARD
NEW IBERIA, LOUISIANA 70560
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 2003
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Teche Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at the Alex P. Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana
on January 22, 2003, at 2:00 p.m. local time (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about December 16, 2002. The Company is the
parent company of Teche Federal Savings Bank (the "Bank").
At the Meeting, stockholders will consider and vote upon (i) the
election of six directors and (ii) the ratification of the appointment of
Deloitte & Touche LLP as independent auditor of the Company for the fiscal year
ending September 30, 2003. The Board of Directors of the Company (the "Board" or
the "Board of Directors") knows of no additional matters that will be presented
for consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" election of the nominees for directors
set forth below and "FOR" ratification of the appointment of the independent
auditor. The proxy confers discretionary authority on the persons named therein
to vote with respect to the election of any person as a director where the
nominee is unable to serve, or for good cause will not serve, and matters
incident to the conduct of the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on November 25, 2002
(the "Voting Record Date"), are entitled to one vote for each share of common
stock of the Company (the "Common Stock") then held. As of the Voting Record
Date, the Company had 2,334,968 shares of Common Stock issued and outstanding.
The Articles of Incorporation of the Company (the "Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates or associates
(as such terms are defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
plan or similar plan of the Company or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of the appointment of the independent auditor, a
stockholder may, by checking the appropriate box: vote "FOR" the item, (ii) vote
"AGAINST" the item, or (iii) vote to "ABSTAIN" on the item. Unless otherwise
required by law, ratification of the independent auditor and all other matters
shall be determined by a majority of votes cast affirmatively or negatively
without regard to (a) Broker Non-Votes or (b) proxies marked "ABSTAIN" as to
that matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934. The following table sets forth, as of the
Voting Record Date, persons or groups who own more than 5% of the Common Stock,
the ownership of all executive officers and directors of the Company as a group
and unallocated shares owned by the Bank's Employee Stock Ownership Plan
("ESOP"). Other than as noted below, management knows of no person or group that
owns more than 5% of the outstanding shares of Common Stock at the Voting Record
Date.
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
------------------------------------ -------------------- -----------
Teche Federal Savings Bank 75,701(1) 3.24%
Employee Stock Ownership Plan
1120 Jefferson Terrace, New Iberia, Louisiana 70560
Patrick O. Little 260,626(2) 10.73%
1120 Jefferson Terrace, New Iberia, Louisiana 70560
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Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
------------------------------------ -------------------- -----------
First Manhattan Company 169,000(3) 7.24%
437 Madison Avenue, New York, New York 10022
Jeffery L. Gendell 175,600(4) 7.52%
237 Park Avenue, New York, New York 10017
All Directors and Executive Officers as a 656,254(5)(6) 25.67%
Group (11 persons)
(1) The ESOP purchased such shares for the exclusive benefit of participants
with funds borrowed from the Company. These shares are held in a suspense
account and are allocated among ESOP participants annually on the basis of
compensation as the ESOP debt is repaid. The Board of Directors has
appointed a committee consisting of Scott T. Sutton, W. Ross Little, Jr.
and J.L. Chauvin to serve as the ESOP administrative committee ("ESOP
Committee") and Directors Biggs, Friedman and Olivier to serve as the ESOP
trustees ("ESOP Trustees"). The ESOP Committee or the Board instructs the
ESOP Trustees regarding investment of plan assets. The ESOP Trustees must
vote all shares allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and shares for which no timely
voting direction is received will be voted by the ESOP Trustees as directed
by the ESOP Committee. As of the Voting Record Date, 224,051 shares had
been allocated under the ESOP to participant accounts (which are excluded
from the total shown above).
(2) Includes 94,011 shares that may be acquired pursuant to the exercise of
options. Includes 16,051 shares owned by Mr. Little's wife and 25,317
shares held in trust for Mr. Little's minor children, which Mr. Little may
be deemed to beneficially own. Includes 17,543 shares of Common Stock
allocated to Mr. Little under the ESOP.
(3) Number of shares in based upon an amended Schedule 13G dated February 14,
2002.
(4) Number of shares in based upon an amended Schedule 13D dated September 25,
2002.
(5) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 221,975 shares of Common Stock that
may be acquired pursuant to the exercise of options.
(6) Includes 75,701 unallocated shares of Common Stock held under the ESOP for
which certain individuals in this group serve as members of the ESOP
Committee or as an ESOP Trustee.
The Common Stock of the Company is registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934. The executive officers and directors of
the Company and beneficial owners of greater than 10% of the Company's Common
Stock ("10% beneficial owners") are required to file reports on Forms 3, 4, and
5 with the Securities and Exchange Commission disclosing changes in beneficial
ownership of the Common Stock. Based solely on the Company's review of Forms 3,
4, and 5 filed by officers, directors and 10% beneficial owner of Common Stock,
no executive officer, director or 10% beneficial owner of Common Stock failed to
file such ownership reports on a timely basis during the fiscal year ended
September 30, 2002.
PROPOSAL I - ELECTION OF DIRECTORS
General Information and Nominees
The Articles of Incorporation require that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the
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stockholders of the Company for staggered three-year terms, or until their
successors are elected and qualified. Six directors will be elected at the
Meeting.
Henry L. Friedman, Robert Earl Mouton, Christian Olivier, Jr., W. Ross
Little, Jr., J.L. Chauvin and Robert Judice, Jr. have been nominated by the
Board of Directors to serve as directors. Such nominated individuals are
currently members of the Board. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why either nominee might be unavailable to serve.
The following table sets forth for the nominees, the directors
continuing in office and certain executive officers: their names, ages, the
years they first became directors or officers of the Company or the Bank, the
expiration dates of their current terms as directors, and the number and
percentage of shares of the Common Stock beneficially owned by each as of the
Voting Record Date. Each director of the Company is also a member of the Board
of Directors of the Bank.
Year First Current Shares of Percent
Elected or Term to Common Stock of
Name Age(1) Appointed Expire Beneficially Owned(2) Class
---- ------ --------- ------ ------------------ ------
Board Nominee for Term
to Expire in 2004
Robert Judice, Jr. 57 2002 2003 5,964 0.26%
Board Nominee for Term
to Expire in 2005
J.L. Chauvin(3) 47 2002 2003 39,605(4) 1.68%
Board Nominees for Term
to Expire in 2006
Henry L. Friedman(3) 51 1979 2003 32,312(5) 1.38%
Robert Earl Mouton 67 1989 2003 22,980(6) 0.98%
Christian Olivier, Jr.(3) 91 1993 2003 18,550(7) 0.79%
W. Ross Little, Jr.(3) 50 1981 2003 79,903(8) 3.39%
Directors Continuing in Office
Patrick O. Little 46 1989 2004 260,626(9) 10.73%
Donelson T. Caffery, Jr. 52 1994 2004 23,996(10) 1.02%
Mary Coon Biggs(3) 60 1982 2005 28,336(11) 1.21%
Thomas F. Kramer, M.D. 73 1987 2005 40,467(12) 1.73%
Certain Executive Officers
Scott T. Sutton(3)(13) 49 1999 N/A 27,814(14) 1.18%
(1) As of September 30, 2002.
(2) An individual is considered to beneficially own shares of Common Stock if
he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, a director has sole
voting power and sole investment power with respect to the indicated
shares.
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(3) Excludes 75,701 unallocated shares of Common Stock held under the ESOP for
which such individual serves as an ESOP Trustee or is a member of the ESOP
Committee, and as such maintains shared voting and dispositive power over
such shares. Beneficial ownership is disclaimed with respect to such ESOP
shares held in a fiduciary capacity.
(4) Includes 21,189 shares of Common Stock which Mr. Chauvin may acquire
pursuant to the exercise of options. Includes 4,000 shares held jointly
with Mr. Chauvin's wife, with whom voting and dispositive power is shared.
Includes 8,754 shares of Common Stock allocated to Mr. Chauvin under the
ESOP.
(5) Includes 11,196 shares of Common Stock which may be acquired pursuant to
the exercise of options. Includes 5,118 shares owned by Mr. Friedman's wife
and 1,800 shares held in trust for Mr. Friedman's minor children under the
Uniform Gift to Minors Act, which Mr. Friedman may be deemed to
beneficially own.
(6) Includes 3,286 shares held jointly with Mr. Mouton's wife, with whom voting
and dispositive power is shared.
(7) Includes 9,710 shares of Common Stock which may be acquired pursuant to the
exercise of options. Includes 7,854 shares held jointly with Mr. Olivier's
wife, with whom voting and dispositive power is shared.
(8) Includes 31,506 shares of Common Stock which may be acquired pursuant to
the exercise of options.
(9) Includes 94,011 shares of Common Stock which may be acquired pursuant to
the exercise of options. Includes 16,051 shares owned by Mr. Little's wife
and 25,316 shares held in trust for Mr. Little's minor children, which Mr.
Little may be deemed to beneficially own. Includes 17,543 shares of Common
Stock allocated to Mr. Little under the ESOP.
(10) Includes 8,496 shares of Common Stock which may be acquired pursuant to the
exercise of options. Includes 1,326 shares held in trust for Mr. Caffery's
children, which Mr. Caffery may be deemed to beneficially own.
(11) Includes 11,496 shares of Common Stock which may be acquired pursuant to
the exercise of options. Includes 10,200 shares held jointly with Mrs.
Biggs' husband, with whom voting and dispositive power is shared.
(12) Includes 9,826 shares of Common Stock which may be acquired pursuant to the
exercise of options. Includes 6,000 shares owned by Dr. Kramer's wife,
which Dr. Kramer may be deemed to beneficially own.
(13) Mr. Sutton is Senior Vice President of Operations and Retail of the Bank
and serves as Assistant Secretary of the Company.
(14) Includes 24,545 shares of Common Stock which Mr. Sutton may acquire
pursuant to the exercise of options. Includes 1,023 shares of Common Stock
allocated to Mr. Sutton under the ESOP.
Biographical Information
The business experience of each nominee, director and executive officer
of the Company is set forth below. All persons have held their present positions
for five years unless otherwise stated.
Patrick O. Little is the Chairman, President and Chief Executive
Officer of the Company and the Bank and has been employed by the Bank since
1980. Mr. Little has served as President of the Bank since January 1991 and as
Chairman of the Bank since 1999. Mr. Little is the brother of W. Ross Little,
Jr.
Mary Coon Biggs is a senior partner of the law firm Biggs, Supple,
Cremaldi & Curet, L.L.P. See "-- Certain Relationships and Related
Transactions." Mrs. Biggs has been associated with the firm or its predecessors
since 1969 and has been a partner since 1975. She served as a member of The St.
Mary Parish Library Board of Control for 17 years. While a member of the Board
of Control she served a term as its President and was the 1992 recipient of the
award for outstanding library trustee in the State of Louisiana. Also, Mrs.
Biggs is a member of various professional, civic, historical and cultural
organizations.
Donelson T. Caffery, Jr. is president and owner of Columbia Chevrolet &
Toyota, Franklin, Louisiana. He is also a trustee of the St. Mary Parish Library
Board of Control. He is a former member of the vestry of the St. Mary's
Episcopal Church, past board member of the West St. Mary Chamber of Commerce,
past president of the St. Mary Chapter of the Landmark Society, past board
member of the Rotary club of Franklin and a member of various trade
organizations.
J. L. Chauvin has served as Treasurer of the Company since its
incorporation in December 1994 and as a director since March 2002. Mr. Chauvin
has been employed by the Bank since 1983 and was promoted to Treasurer in
November of 1994 and to Senior Vice President in January of 1999. Mr. Chauvin is
a member of the Louisiana Society and American Institute of Certified Public
Accountants.
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Henry L. Friedman is currently president of both Meyer's Shoe Stores,
Inc., Franklin, Louisiana and H. & L. Realty Company, Inc., Franklin, Louisiana.
Mr. Friedman is also Chairman of the Franklin City Planning Commission, and he
is a member and past president of both the West St. Mary Chamber of Commerce and
the Rotary Club of Franklin.
Robert Judice, Jr. is the president of Frank Martin Farms, a 2,000 acre
sugarcane farming operation located in Centreville, Louisiana. He serves of the
boards of directors of the American Sugar Cane League and the St. Mary Parish
Farm Bureau and acts as Sugar Cane Festival director for St. Mary Parish. Prior
to his appointment as a director of the Company in March 2002, Mr. Judice was a
member of the Bank's advisory board for twenty years.
Thomas F. Kramer, M.D. retired from his medical practice in 1993. He
was a specialist in obstetrics and gynecology and is a member of various medical
organizations. Dr. Kramer is a member and past president of the St. Mary Chapter
of the Louisiana Landmark Society and an officer of the Rotary Club of Franklin.
He served for twelve years on the Council of the Shadows on the Teche, a
property of the National Trust for Historic Preservation. He has received the
distinguished service award from the Boy Scouts of America and in 1994 was the
recipient of the Golden Service Award of the West St. Mary Chamber of Commerce.
W. Ross Little, Jr. was appointed Marketing Director and Secretary of
the Company in June 1995 and January 1996, respectively, and was elected to the
Board of Directors of the Bank in August 1999. W. Ross Little, Jr. served as a
practicing attorney in Lafayette Parish from 1990 to 1994. He previously served
as Secretary of the Bank from August 1979 to November 1995 and Treasurer of the
Bank from January 1980 to November 1994. He is the brother of Patrick O. Little.
Robert Earl Mouton retired from the Bank on December 1, 2001 where he
was employed since 1983 and served as Executive Vice President since 1985. Mr.
Mouton is also a past president of the Beaver Club of Lafayette.
Christian L. Olivier, Jr. is a retired general manager of a retail
department store in Houma, Louisiana. He serves as President of the Terrebonne
Historical and Cultural Society. Mr. Olivier served as Chairman of the Board of
Community Homestead Association prior to its merger with Teche Federal.
Scott T. Sutton is the Senior Vice President of Operations and Retail
of the Bank and has been employed by the Bank since 1999. Mr. Sutton has been in
the banking industry since 1972 and has been responsible for bank operations and
retail functions in both large and small financial institutions. He is active in
civic and community organizations in Iberia Parish having served as past
chairman of the Greater Iberia Chamber of Commerce and chairman of the United
Way of Iberia, Inc.
Stockholder Nominations
Pursuant to the Articles of Incorporation, nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Company as set
forth in the Articles of Incorporation. To be timely, a stockholder's notice
shall be delivered to, or mailed and received at, the principal executive
offices of the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company. Such
stockholder's notice shall set forth all the information required by the
Company's Articles of Incorporation. At the request of the Board of Directors,
any person nominated by, or at the direction of, the Board for election as a
director at an annual meeting shall furnish to the Secretary of the Company
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that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Articles of
Incorporation. If the presiding officer at the meeting determines that a
nomination was not made in accordance with the terms of the Articles of
Incorporation, he shall so declare at the annual meeting, and the defective
nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings
of the Board and through activities of its committees. During the fiscal year
ended September 30, 2002, the Board of Directors held twelve regular meetings
and no special meetings. No director attended fewer than 75% of the total
meetings of the Board of Directors of the Company and committees listed below on
which such director served during the fiscal year ended September 30, 2002.
The Nominating Committee consists of the entire Board of Directors. The
Nominating Committee is not a standing committee but meets on an annual basis to
nominate persons to serve on the Board of Directors of the Company.
The Audit Committee, a standing committee, is comprised of Directors
Kramer, Olivier and Caffery. The Board of Directors has determined that each of
the members of the Audit Committee is independent in accordance with the rules
of the American Stock Exchange. The Audit Committee recommends engagement of
independent auditors, receives the internal and independent audit reports and
recommends appropriate action. The Audit Committee met four times in fiscal
2002.
The Board of Directors has reviewed, assessed the adequacy of and
approved a formal written charter for the Audit Committee. The full text of the
Charter of the Audit Committee appeared as an appendix to the Company's proxy
statement for the 2002 annual meeting.
Report of the Audit Committee
For the fiscal year ended September 30, 2002, the Audit Committee (i)
reviewed and discussed the Company's audited financial statements with
management, (ii) discussed with the Company's independent auditor, Deloitte &
Touche LLP ("Deloitte"), all matters required to be discussed under Statement on
Auditing Standards No. 61., and (iii) received from Deloitte disclosures
regarding Deloitte's independence as required by Independence Standards Board
Standard No. 1 and discussed with them Deloitte's independence. Based on its
foregoing review and discussions, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 2002.
Audit Committee:
Dr. Thomas F. Kramer
Christian L. Olivier, Jr.
Donelson T. Caffery, Jr.
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Principal Accounting Firm Fees
Audit Fees. The aggregate fees billed by Deloitte for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended September 30, 2002 and for the review of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $62,000.
Financial Information Systems Design and Implementation Fees. There
were no fees billed by Deloitte for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended September 30, 2002.
All Other Fees. The aggregate fees billed by Deloitte for services
rendered to the Company, other than the services described above under "Audit
Fees," for the fiscal year ended September 30, 2002 were $61,714. Such services
consisted of preparation of income tax returns, network security assessment and
a cost segregation study.
The audit committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Director Compensation
Director Fees. Non-employee directors of the Company and Bank receive
director fees of $500 and $500 per month, respectively. During fiscal year 2002
each non-employee member of the Board of Directors also received a fee of $100
per committee meeting attended. Advisory directors of the Bank are paid $300 per
quarter for meetings attended. For the fiscal year ended September 30, 2002,
total fees paid by the Company and the Bank to directors were $100,300.
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid to the Company's chief executive officer and the two other
executive officers of the Company during the three fiscal years ended September
30, 2002, who received cash compensation in excess of $100,000 during the fiscal
year ended September 30, 2002. All compensation paid to directors, officers and
employees is paid by the Bank. No other executive officer received cash
compensation in excess of $100,000 during the fiscal year ended September 30,
2002.
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Long-Term
Compensation
Annual Compensation(1) Awards
--------------------------------------- ------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus(2) Compensation Options#(11) Compensation
------------------- ---- ------ -------- ------------ ------------ ------------
Patrick O. Little, 2002 $166,000 $38,706 $ -- 8,846 $47,653(3)
President and CEO 2001 160,500 27,252 -- -- 37,981(4)
2000 147,469 22,920 -- -- 28,728(5)
Scott T. Sutton 2002 $ 95,448 $19,750 $ -- -- $12,397(6)
Senior Vice President 2001 93,129 15,387 -- -- 8,854(7)
2000 80,208 7,510 -- -- --
J. L. Chauvin 2002 $ 85,888 $17,786 $ -- 3,299 $25,529(8)
Senior Vice President and 2001 83,236 13,723 -- -- 19,646(9)
Chief Financial Officer 2000 78,730 11,711 -- -- 15,039(10)
(1) All compensation set forth in the table was paid by the Bank.
(2) Payments made pursuant to Bank's Incentive Bonus Plan.
(3) Includes 1,945 shares of Common Stock allocated under the ESOP as of
September 30, 2002 with a market value as of September 30, 2002 of $24.50
per share.
(4) Includes 1,999 shares of Common Stock allocated under the ESOP as of
September 30, 2001 with a market value as of September 30, 2001 of $19.00
per share.
(5) Includes 2,128 shares of Common Stock allocated under the ESOP as of
September 30, 2000 with a market value as of September 30, 2000 of $13.50
per share.
(6) Includes 506 shares of Common Stock allocated under the ESOP as of
September 30, 2002 with a market value as of September 30, 2002 of $24.50
per share.
(7) Includes 466 shares of Common Stock allocated under the ESOP as of
September 30, 2001 with a market value as of September 30, 2001 of $19.00
per share.
(8) Includes 1,042 shares of Common Stock allocated under the ESOP as of
September 30, 2002 with a market value as of September 30, 2002 of $24.50
per share.
(9) Includes 1,034 shares of Common Stock allocated under the ESOP as of
September 30, 2001 with a market value as of September 30, 2001 of $19.00
per share.
(10) Includes 1,114 shares of Common Stock allocated under the ESOP as of
September 30, 2001 with a market value as of September 30, 2000 of $13.50
per share.
(11) Stock options were awarded as of October 24, 2001, at an exercise price of
$18.50 per share. Such options shall become first exercisable at the rate
of 25% per year and shall remain exercisable for ten years from the date of
grant.
Employment and Change in Control Agreements. The Bank is party to an
employment agreement with Patrick O. Little, President and Chief Executive
Officer of the Bank ("Agreement"). The Agreement has a term of three years. Mr.
Little's base compensation under the agreement is currently $175,000. The
Agreement provides a disability benefit of 100% of compensation for a period of
one year and 65% thereafter for the remaining term of the Agreement reduced by
other disability benefits furnished by the Bank. The Agreement may be terminated
by the Bank for "just cause" as defined in the Agreement. If the Bank terminates
Mr. Little without just cause, Mr. Little will be entitled to a continuation of
his salary from the date of termination through the remaining term of the
Agreement. In the event of involuntary termination of employment in connection
with, or within one year after, any change in control of the Bank, Mr. Little
will be paid a lump sum amount equal to 2.999 times his base salary. If a change
in control had occurred at September 30, 2002, Mr. Little would have been
entitled to a lump sum payment of approximately $856,000 if he were terminated
in connection with such change in control. The aggregate payments under such
provision would be an expense to the Bank, thereby reducing net income and the
Bank's capital by that amount. The Agreement is renewed annually by the Board of
Directors upon a determination of satisfactory performance within the Board's
sole discretion. In addition, the Bank has Change in Control Agreements with
Scott Sutton, Senior Vice President, and J. L. Chauvin, Senior Vice
-9-
President and Treasurer, which would pay severance benefits of approximately
$337,000 and $365,000, respectively, upon a termination of employment in
connection with a change in control.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the year ended September
30, 2002 consisted of Directors Kramer and Friedman.
Report of the Compensation Committee on Executive Compensation
2002 Report of the Compensation Committee on Executive Compensation
The Bank Compensation Committee meets annually to review compensation
paid to the chief executive officer. The Committee reviews published surveys of
compensation paid to employees performing similar duties for depository
institutions and their holding companies, with a particular focus on the level
of compensation paid by comparable stockholder institutions in and around the
Bank's market areas, including institutions with total assets of between $300
million and $500 million. Although the Committee does not specifically set
compensation levels for executive officers based on whether particular financial
goals have been achieved by the Bank, the Committee does consider the overall
profitability of the Bank when making these decisions. The Compensation
Committee has the following goals for compensation programs impacting the
executive officers of the Company and the Bank:
o to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the future value of
the Company's stock;
o to retain the executive officers who have led the Company to build its
existing market franchise and to allow the Bank to attract high
quality executive officers in the future by providing total
compensation opportunities which are consistent with competitive norms
of the industry and the Company's level of performance; and
o to maintain reasonable fixed compensation costs by targeting base
salaries at a competitive average.
During the year ended September 30, 2002, Patrick O. Little, President
and CEO received an increase in his base salary from $166,000 to $175,000 due to
his continued leadership in the management of the Company and the Bank.
Additionally, Mr. Little has been previously awarded stock options and
restricted stock awards. Such awards are intended to provide incentive to the
President for implementation of a business plan that will enhance shareholder
value in the intermediate and long term. The Committee will consider the annual
compensation paid to the presidents and chief executive officers of publicly
owned financial institutions nationally, in the State of Louisiana and
surrounding Southwestern states with assets of between $300 million and $500
million and the individual job performance of such individual in consideration
of its specific salary increase decision with respect to compensation to be paid
to the president and chief executive officers in the future.
Compensation Committee:
Dr. Thomas F. Kramer
Henry L. Friedman
-10-
Other Compensation
Stock Option Plans
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term(1)
--------------------------------------------------------------------------------- ----------------------------
% of Total
# of Options
Securities Granted to
Underlying Employees Exercise
Options in Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date 5% 10%
---- ---------- ----------- --------- ------------ ------- --------
Patrick O. Little 8,846 25.3% 18.50 October 24, 2011 $102,919 $260,818
J.L. Chauvin 3,299 9.4 18.50 October 24, 2011 $ 38,382 $ 97,268
(1) The amounts represent certain assumed rates of appreciation only over a
ten-year period. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the future performance of the
Common Stock and overall stock market conditions. There can be no
assurance that the amount reflected in the table will be achieved. The
values in the table are based upon the exercise price of $18.50. No
Stock Appreciation Rights ("SARs") were awarded.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options/SARs Options/SARs at
Options Value at Fiscal Year-End (#) Fiscal Year-End ($)
Name Exercised (#)(1) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ---------------- ------------ ------------------------- -------------------------
Patrick O. Little 10,000 $82,375 91,800/ 8,846 $969,638 / $53,076(2)
Scott T. Sutton -- $ -- 18,410/12,272 $144,878 / $96,580(3)
J.L. Chauvin 10,318 $84,478 20,364/ 3,299 $215,095 / $19,794(4)
(1) Shares received in the exercise of options totaled 3,714 and 3,818 for
Messrs. Little and Chauvin, respectively.
(2) Based on an exercise price of $13.9375 on 91,800 options and the last
reported closing price of the Common Stock on September 30, 2002 of $24.50.
(3) Based on an exercise price of $16.34 and the last reported closing price of
the Common Stock on September 30, 2002 of $24.50.
(4) Based on an exercise price of $13.9375 on 20,364 options and the last
reported closing price of the Common Stock on September 30, 2002 of $24.50.
-11-
LONG-TERM INCENTIVE PLAN AWARDS IN
LAST FISCAL YEAR
Performance or
Number of Shares, Other Period
Units, or Other Until Maturation
Name Rights (#)(1) or Payout
-------------- --------------- ----------------
Patrick O. Little 2,212 10/01 - 9/04
J.L. Chauvin 825 10/01 - 9/04
---------------
(1) Such award of shares of Common Stock shall vest as of September 30,
2004, based upon achievement of specified level of Company three year
cumulative Return on Equity Ratio ("ROE"); 3 year ROE of less than 21%
- 0% vesting; 21-24% - 50% vesting; 24.01-26% - 75% vesting;
26.01-32.99% - 100% vesting; 33% or more - 150% of the award shall
vest.
Pension Plan. The Bank is a participating employer in a
multiple-employer pension plan sponsored by the Financial Institutions
Retirement Fund (the "Pension Plan"). All full-time employees of the Bank are
eligible to participate after one year of service and attainment of age 21. A
qualifying employee becomes fully vested in the Pension Plan upon completion of
five years service or when the normal retirement age of 65 is attained. The
Pension Plan is intended to comply with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual benefit payable under the Pension
Plan is equal to 2% of the average annual salary (excluding overtime and
bonuses) received during benefits service multiplied by the number of years of
credited service. A participant who is vested in the Pension Plan may take an
early retirement and elect to receive a reduced monthly benefit beginning as
early as age 45. The Pension Plan also provides for payments in the event of
disability or death. At September 30, 2002, Mr. Patrick Little, Scott T. Sutton
and J.L. Chauvin had 21 years, 3 years and 19 years, respectively, of credited
service under the Pension Plan. Total Bank pension expense for each of fiscal
years 2002, 2001 and 2000, amounted to $0.
The following table shows the estimated annual benefits payable under
the Pension Plan based on the respective employee's years of benefit service and
applicable average annual salary, as calculated under the Pension Plan. Benefits
under the Pension Plan are not subject to offset for Social Security benefits.
Set forth below is a performance graph for the Common Stock for the
five fiscal years ended September 30, 2002. The performance graph, as prepared
for the Company by Media General Financial Services, Inc., compares the
cumulative total shareholder return on the Common Stock with (i) the Media
General -- AMEX Market Index, which takes into account the cumulative total
shareholder return on stocks included in the American Stock Exchange, Inc.
("AMEX"), and (ii) the SIC Industry Index, which takes into account the
cumulative total shareholder return on the stocks of companies with the same SIC
code as the Company. Comparison with the Media General -- AMEX Market Index, and
the SIC Industry Index assumes the investment of $100 as of September 30, 1997.
The cumulative total return for the indices and for the Company is computed with
the reinvestment of dividends at the frequency with which dividends, if any,
were paid during the period.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
[GRAPHIC OMITTED]
9/30/97 9/30/98 9/30/99 9/29/00 9/28/01 9/30/02
------- ------- ------- ------- ------- -------
Teche Holding Company $100.00 $75.34 $ 77.86 $ 72.27 $104.77 $138.11
SIC Industry Index $100.00 $91.51 $ 89.97 $108.46 $138.42 $154.23
Media General--AMEX Market Index $100.00 $87.35 $101.72 $121.65 $ 91.22 $ 99.09
PROPOSAL II - RATIFICATION OF INDEPENDENT AUDITOR
Deloitte & Touche LLP was the Company's independent auditor for the
2002 fiscal year. The Board of Directors has approved the selection of Deloitte
as its auditor for the 2003 fiscal year, subject to ratification by the
Company's stockholders. A representative of Deloitte is expected to be present
at the Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if he or she so desires.
Ratification of the appointment of the auditor requires the approval of
a majority of the votes cast by the stockholders of the Company at the Meeting.
The Board of Directors recommends that stockholders vote "FOR" the ratification
of the appointment of Deloitte & Touche LLP as the Company's auditor for the
2003 fiscal year.
-13-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as indicated below, no directors, executive officers, or
immediate family members of such individuals were engaged in transactions with
the Bank or any subsidiary involving more than $60,000 during the year ended
September 30, 2002. Furthermore, the Bank had no "interlocking" relationships
existing during the year ended September 30, 2002 in which (i) any executive
officer is a member of the Board of Directors/Trustees of another entity, one of
whose executive officers is a member of the Bank's Board of Directors, or where
(ii) any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Bank's Board of
Directors.
Director Mary Coon Biggs is a senior partner in the law firm Biggs,
Supple, Cremaldi & Curet, L.L.P. located in Franklin, Louisiana. Biggs, Supple,
Cremaldi & Curet, L.L.P. has rendered to the Bank a variety of legal services,
primarily in connection with ordinary and foreclosure proceedings; commercial
law matters; title examinations; document preparation; and correspondence with
auditors. During the fiscal year ended September 30, 2002 Biggs, Supple,
Cremaldi & Curet, L.L.P. received approximately $82,000 in fees for all legal
services rendered to the Bank.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive officers and directors of the Bank have been made in the ordinary
course of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. All loans
by the Bank to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Bank.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2002 will be furnished without charge to stockholders as of
the record date upon written request to the Secretary, Teche Holding Company,
1120 Jefferson Terrace Boulevard, New Iberia, Louisiana 70560.
The Company's Annual Report to Stockholders, including financial
statements, will be mailed with this Proxy Statement on December 16, 2002 to all
stockholders of record as of the close of business on November 25, 2002. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
The cost of soliciting proxies will be borne by the Company.
-14-
STOCKHOLDER PROPOSALS AND NOMINATIONS
In order to be considered for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
executive offices at 1120 Jefferson Terrace Boulevard, New Iberia, Louisiana
70560, no later than August 18, 2003. Any such proposal shall be subject to the
requirements of the proxy rules adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
Under the Company's Articles of Incorporation, stockholder proposals
that are not included in the Company's proxy materials for next year's Annual
Meeting of Stockholders, will only be eligible for presentation at the meeting
if the stockholder submits notice of the proposal to the Company at the above
address by November 23, 2003. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's Articles of Incorporation in
order to be considered at next year's meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
W. Ross Little, Jr.
Secretary
New Iberia, Louisiana
December 16, 2002
-15-
TECHE HOLDING COMPANY
1120 JEFFERSON TERRACE BOULEVARD
NEW IBERIA, LOUISIANA 70560
(337) 560-7151
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 2003
The undersigned hereby appoints the Board of Directors of Teche Holding
Company (the "Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at the Alex P. Allain
Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 22, 2003, at
2:00 p.m. and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
----- --------
1. The election as director of all nominees
listed below with terms to expire as noted: |_| |_|
Robert Judice, Jr. (2004)
J.L. Chauvin (2005)
Henry L. Friedman (2006)
Robert Earl Mouton (2006)
Christian Olivier, Jr. (2006)
W. Ross Little, Jr. (2006)
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
2. The ratification of the appointment of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as independent
auditors of Teche Holding Company, for
the fiscal year ending September 30, 2003. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote
upon such other business as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 16, 2002 and the Annual Report to Stockholders.
Please check here if you
Dated: , ____ |_| plan to attend the Meeting.
------------------------
------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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