April 6, 2006
Via U.S. Mail
W. Page Odgen
Chairman of the Board, President, and
Chief Executive Officer
Britton & Koontz Capital Corporation
500 Main Street
Natchez, Mississippi 39120
Re: Britton & Koontz Capital Corporation
DEF 14A
Filed on March 17, 2006
File No. 0-22606
Dear Mr. Ogden:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 14A
General
1. Based upon the Schedule 14A filed on March 31, 2006, it would
appear that Mr. Bazile R. Lanneau, Jr. has informed you of his
intention to nominate and solicit proxies in support of one
director
of his choice. Please advise shareholders of this potential
solicitation in opposition and identify Mr. Lanneau, as you
currently
refer to him as "a shareholder." Please tell us whether you have
received timely notice of this or any other matter for
consideration
by shareholders under the company`s governing instruments or the
applicable state law. Describe in detail any contacts or
negotiations you are having or had with Mr. Lanneau. Finally,
please
ensure that you have provided the disclosure required pursuant to
Items 4(b) and 5(b) of Schedule 14A.
Voting Procedures, page 1
2. "How are directors elected?" You indicate here that "[t]he
election of directors in a particular class is subject to
cumulative
voting...[y]ou may give one nominee in a single class all of your
votes or, if there is more than one nominee for election in a
class,
you may distribute your total votes among all or several nominees
in
the class." Supplementally advise us as to the reason why you
believe that votes may be voted cumulatively as a class and not as
to
the election of all of the directors as a whole. In this regard,
we
note that the Mississippi Business Corporation Act indicates that
"shareholders shall have a right to cumulate their votes for
directors..." without any distinction as to classes. Also, to the
extent Mr. Lanneau is accurate in alleging in his proxy statement
that you did not implement cumulative voting by class at the 2000
annual meeting where similar circumstances were present, please
explain why.
3. We note your indication that "the persons authorized to vote
shares represented by executed proxies will have full discretion
and
authority to vote cumulatively and allocate votes among any or all
of
the nominees of the Board in such manner as they may determine..."
You go on to indicate that "[i]f shareholders attending the annual
meeting cumulate their votes such that both of the Board`s
nominees
for Class I director cannot be elected, the proxy holders intend
to
cumulate votes to elect Robert R. Punches." This latter statement
does not clearly state the circumstances under which discretionary
authority will be utilized; it appears to rely upon the extent to
which cumulative voting has been exercised, a determination that
cannot be made until votes are tallied, it would seem. Why do you
believe it is appropriate for you to wait until the outcome of the
vote is clear before you may exercise discretionary authority?
Why
aren`t the statements by Mr. Lanneau in his Schedule 14A to the
effect that he plans to cumulate his votes sufficient to have
triggered this exercise of authority on the part of your proxy
holders? Please be more specific in the discretion you will
utilize
to cumulate and prioritize votes. In doing so, clarify what
conditions precedent are necessary for your proxy holders to
exercise
discretionary authority to cumulate votes. Refer to Item 6(c)(3)
of
Schedule 14A in this regard. Also, please be specific in
identifying
which candidate would be excluded to the extent discretionary
voting
is exercised. In this regard, highlight the ability of
shareholders
to provide different instructions to you or to revoke their
proxies
in the event they are dissatisfied with the manner in which you
intend to exercise discretionary authority.
4. "How will the proxy be voted, and how are votes counted?" You
indicate here that "shares will not be voted on any matter on
which
your broker does not have discretionary authority to vote, which
may
include some of the proposals to be voted on at the annual
meeting."
Please revise to specify which matters are subject to
discretionary
voting by brokers.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the filing persons are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the filing person acknowledging that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact me at (202) 551-3264 with any questions. You
may also reach me via facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and
Acquisitions
cc via facsimile at (504)-568-9130:
Mark Jeanfreau, Esq.
Phelps Dunbar LLP
Britton & Koontz Capital Corporation
April 6, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE