March 30, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Britton & Koontz Capital Corporation
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b), enclosed is the Proxy Statement of Britton
& Koontz Capital Corporation. The Proxy Statement relates to the Company's
Annual Meeting at which it is proposed to elect directors. No other business
is proposed to be conducted.
If you have any questions or comments concerning this material, please
contact me at (601) 445-6684.
Yours sincerely,
/s/ William M. Salters
____________________________
William M. Salters
Sr Vice President/Controller
Enclosure
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Britton & Koontz Capital Corporation
____________________________________________________________________________
(Name of Registrant As Specified In Its Charter)
N/A
____________________________________________________________________________
(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)(4) and 0-11.
1) Title of each class of securities to which transactions 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:__________________________________________
2) Form, Schedule or Registration Statement No:_____________________
3) Filing Party:____________________________________________________
4) Date Filed:______________________________________________________
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
April 4, 2001
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
the 2001 Annual Meeting of Shareholders of Britton & Koontz Capital Corporation.
The Annual Meeting will be held beginning at 3:30 p.m., local time, on Thursday,
April 26, 2001, on the second floor of the Main Office of Britton & Koontz First
National Bank, 500 Main Street, Natchez, Mississippi. The formal notice of the
Annual Meeting appears on the next page.
Enclosed is our proxy statement for the 2001 Annual Meeting in which we
seek your support for the election as directors of those nominees named therein.
We urge you to review the proxy statement carefully. Regardless of the
number of shares you own, it is important that your shares be represented and
voted at the meeting. Please take a moment now to sign, date and mail the
enclosed proxy card in the postage prepaid envelope. Your Board of Directors
recommends a vote "FOR" the election as directors of those nominees named in the
enclosed proxy statement.
We are gratified by our shareholders' continued interest in Britton &
Koontz, and are pleased that in the past so many of you have voted your shares.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ W.J. Feltus III /s/ W. Page Ogden
_____________________ _____________________________________
W. J. Feltus III W. Page Ogden
Chairman of the Board President and Chief Executive Officer
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
Notice of Annual Meeting of Shareholders
to be held on Thursday, April 26, 2001
Notice is hereby given that the Annual Meeting of Shareholders of
Britton & Koontz Capital Corporation will be held beginning at 3:30 p.m., local
time, on Thursday, April 26, 2001, on the second floor of the Main Office of
Britton & Koontz First National Bank, 500 Main Street, Natchez, Mississippi. The
Annual Meeting has been called for the following purposes:
(1) to elect four Class II directors to serve until the expiration of the
applicable three-year term or until their successors are elected and
qualified;
(2) to elect R. Andrew Patty II as a Class III director to serve until the
expiration of the applicable two-year term or until his successor is duly
elected and qualified; and
(3) to transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Monday, March
12, 2001, as the record date for the determination of the shareholders entitled
to notice of, and to vote at, the Annual Meeting.
Your attention is directed to, and you are encouraged to carefully
read, the proxy statement accompanying this Notice of Annual Meeting for a more
complete description of the business to be presented and acted upon at the
meeting.
All shareholders are cordially invited to attend the meeting in person.
Regardless of whether you plan to attend the meeting, however, please sign and
date the enclosed proxy card and return it in the envelope provided as promptly
as possible. A proxy may be revoked at any time before it is voted at the
meeting.
By Order of the Board of Directors
/s/ Albert W. Metcalfe
________________________________
Albert W. Metcalfe, Secretary
Natchez, Mississippi
April 4, 2001
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2001
This proxy statement is furnished to the shareholders of Britton &
Koontz Capital Corporation (or the "Company") in connection with the
solicitation of proxies on behalf of the Board of Directors, for use at the
annual meeting of shareholders to be held at 3:30 p.m., local time, on Thursday,
April 26, 2001, on the second floor of the Main Office of Britton & Koontz First
National Bank, 500 Main Street, Natchez, Mississippi, and at any adjournments or
postponements thereof.
The Company's principal executive offices are located at 500 Main
Street, Natchez, Mississippi 39120, and its telephone number is (601) 445-5576.
This proxy statement, the enclosed proxy card and the notice of annual
meeting are being distributed on or about April 4, 2001. The Company's annual
report on Form10-KSB and its annual report to shareholders for the fiscal year
ended December 31, 2000, accompany this proxy statement.
The purposes of the annual meeting are to:
(1) elect four Class II directors to serve three-year terms until the 2004
annual meeting or until their successors are elected and qualified;
(2) elect R. Andrew Patty II as a Class III director to serve until the 2002
annual meeting or until his successor is elected and qualified; and
(3) transact such other business as may properly come before the annual meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on Monday, March
12, 2001, as the record date for the annual meeting. Only shareholders of record
at the close of business on that date are entitled to notice of, and to vote at,
the annual meeting. As of March 12, 2001, there were 2,109,055 shares of the
Company's common stock outstanding. The Company has no other outstanding class
of securities.
Proxy Procedure
The Board of Directors solicits proxies so that each shareholder has
the opportunity to vote at the annual meeting. If a proxy card is returned
properly signed and dated by a shareholder, the shares represented thereby will
be voted in accordance with the instructions on the proxy card. A shareholder
may revoke his or her proxy at any time before it is voted by attending the
annual meeting and voting in person, or by delivering to the Company's Corporate
Secretary, at the Company's principal executive offices referred to above, a
written notice of revocation or a duly executed proxy bearing a date later than
that of the previously submitted proxy.
If a shareholder returns a properly signed and dated proxy card but
does not mark the lines located on the card, the shares represented by that
proxy card will be voted "FOR" the election as directors of those nominees named
herein. Otherwise, the signed proxy card will be voted as indicated on the card.
The proxy card also gives the individuals named as proxies discretionary
authority to vote the shares represented on any other matter that is properly
presented for action at the annual meeting.
Voting Procedures
A majority of the votes entitled to be cast at the annual meeting
constitutes a quorum. A share, once represented for any purpose at the annual
meeting, is deemed present for purposes of determining a quorum for the
remainder of the annual meeting and for any adjournment of the annual meeting,
unless a new record date is set for the adjourned meeting. This is true even if
the shareholder abstains from voting with respect to any matter brought before
the annual meeting.
Shareholders will be entitled to cast one vote for each share held,
which may be given in person or by proxy authorized in writing, except that
shareholders may cumulate their votes in the election of directors. Cumulative
voting entitles a shareholder to give one candidate a number of votes equal to
the number of directors to be elected, multiplied by the number of shares held
by that shareholder, or to distribute the total votes, computed on the same
principle, among as many candidates as the shareholder chooses. For example,
since the number of directors to be elected is five, a shareholder owning ten
shares could cast ten votes for each of the five nominees, cast fifty votes for
one nominee, or allocate the fifty votes among the several nominees in any
manner. The candidates receiving the highest number of votes cast, up to the
number of directors to be elected, shall be elected.
With respect to any other matter to properly come before the annual
meeting, such other matter will be approved if the votes cast favoring such
other matter exceed the votes cast opposing such other matter, unless the
Company's Articles of Incorporation or Mississippi law require a greater number
of affirmative votes. "Abstentions" and "broker non-votes" are counted only for
purposes of determining whether a quorum is present at the meeting.
Cost of Solicitation
The cost of solicitation of proxies will be borne by the Company,
including expenses incurred in connection with preparing and mailing the proxy
statement. The initial solicitation will be by mail. The Company has retained
American Stock Transfer & Trust Company to assist in the solicitation of proxies
from brokers and nominees of shareholders for the annual meeting. The Company
estimates that American Stock Transfer & Trust Company's fees will not exceed
$1,000, plus out-of-pocket costs and expenses. Thereafter, proxies may be
solicited by directors, officers, and regular employees of the Company, by means
of mail, telephone, via the Internet or personal contact, but without additional
compensation therefor. The Company also will, in accordance with the regulations
of the Securities and Exchange Commission, reimburse brokerage firms and other
persons representing beneficial owners of shares for their reasonable expenses
in forwarding solicitation material to such beneficial owners.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes -
Class I, Class II and Class III - with the members of each class elected for
three-year terms and with each class having as equal a number of directors as
possible. The term of the present Class II directors expire at this year's
annual meeting. The term of the Class I directors will expire at the 2003 annual
meeting and the term of the Class III directors will expire at the 2002 annual
meeting. The Company's directors also serve as directors of Britton & Koontz
First National Bank (the "Bank").
The Company's by-laws require directors who have reached the age of
seventy-two to retire as of the annual meeting following the director's
seventy-second birthday. This year Mr. C. H. Kaiser, Jr., a Class III director,
will retire from the Company's Board of Directors, effective as of the date of
the annual shareholders' meeting. Mr. Kaiser will remain as an advisory director
to the Company for an additional five years.
The Company's Articles of Incorporation and by-laws require that if
there is any change in the number of directors on the board, the increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible. Effective immediately prior
to the annual meeting, the board set the number of directors at twelve,
consisting of four directors in each class.
The board has nominated W. W. Allen, Jr., Craig A. Bradford, D.M.D., W. J.
Feltus III and Dr. Vinod K. Thukral, Ph.D. for election as Class II directors
and, if elected, they shall serve until the 2004 annual meeting or until their
successors are duly elected and qualified. The board has also nominated R.
Andrew Patty II for election as a Class III director and, if elected, he shall
serve until the 2002 annual meeting, or until his successor is duly elected and
qualified. All five of the nominees are currently directors of the Company.
Unless authority is expressly withheld on the proxy card, the proxy
holders will vote the proxies received by them for the four nominees for Class
II director, and the one nominee for Class III director listed above, while
reserving the right, however, to cumulate their votes and distribute them among
the nominees, in their discretion. If, for any reason, one or more of the
nominees named above should not be available as a candidate for director, an
event that the Board of Directors does not anticipate, the proxy holders will
vote for such other candidate or candidates as may be nominated by the Board of
Directors, and discretionary authority to do so is included in the proxy card.
If shareholders attending the annual meeting cumulate their votes such that all
of the nominees named above cannot be elected, then the proxy holders will
cumulate votes to elect as many of the nominees named above as possible.
The following table provides certain information about the nominees and
the other present directors of the Company. The information in the table has
been furnished to the Company by the individuals listed therein.
The Board of Directors recommends a vote "FOR" the election of all the
nominees.
NOMINEES (CLASS II DIRECTORS AND ONE CLASS III DIRECTOR)
- --------------------------------------------------------------------------------------------------------------------
Director Business Experience During
Name Age Since Past Five Years
- --------------------------------------------------------------------------------------------------------------------
W. W. Allen, Jr.(1) 49 1988 Mr. Allen is President of Allen Petroleum Services,
(Class II) Inc., an oil and gas exploration and petroleum land
services company. Mr. Allen is also a partner in
various timber management companies, a director of
Beau Pre Country Club, Inc. and a partner in Dutch
Ann Foods, Inc., a pie shell and tart business.
Craig A. Bradford, D.M.D.(1) 45 1988 Dr. Bradford is a dentist engaged primarily in
(Class II) pediatric dentistry. He is also a partner in
various timber management companies, and Mount Olive
Farms, LLC, a firm that raises and shows horses.
W. J. Feltus III (2) 71 1982 Mr. Feltus is Chairman of the Board of Directors of
(Class II) the Company and the Bank. He also serves as
President of Feltus Brothers, Ltd. and Somerset
Ltd., both of which are real estate management
companies. He is a director of Energy Drilling
Co., an oil well drilling company.
Vinod K. Thukral, Ph.D.(1) 56 2000 Dr. Thukral, a former director of Louisiana
(Class II) Bancshares, Inc., is a professor at Tulane
University in the Business Dept., and is a director
of Technology & Business Solution International, a
consulting company.
R. Andrew Patty II 35 2000 Mr. Patty, the former Chairman of the Board of
(Class III) Louisiana Bancshares, Inc., is a patent attorney
and a member of Sieberth & Patty, LLC, a law firm
in Baton Rouge, Louisiana.
CONTINUING DIRECTORS (CLASS I AND III DIRECTORS)
A. J. Ferguson 65 1982 Mr. Ferguson is a self-employed certified petroleum
(Class I) geologist. He also is a director of Energy
Drilling Co., an oil well drilling company, and the
Secretary of Highland Corp., a land-lease company.
W. Page Ogden(2) 53 1989 Mr. Ogden is the President and Chief Executive
(Class I) Officer of the Company and the Bank. He is the
administrator of the Company's Employee Stock
Option Plan. He is also Secretary and Treasurer of
Sumx, Inc., an Internet banking software and
services company.
Bethany L. Overton 63 1988 Mrs. Overton is the Vice President of Oilwell
(Class I) Acquisition Company, Inc., an oil operating and
production company. Mrs. Overton is also the
President of Lambdin-Bisland Realty Co., a real
estate company.
Robert R. Punches 51 1984 Mr. Punches is a partner in the Natchez law firm of
(Class I) Gwin, Lewis & Punches, LLP. Mr. Punches is also a
partner/member of various timber management
companies.
James J. Cole(2) 60 1993 Mr. Cole is Executive Vice President and a Trust
(Class III) Officer of the Bank, in charge of mortgage
lending.
Bazile R. Lanneau, Jr.(2) 48 1989 Mr. Lanneau, Jr. is Vice President, Assistant
(Class III) Secretary, Chief Financial and Accounting Officer,
and Treasurer of the Company and Executive Vice
President, Assistant Secretary, Chief Financial
Officer, Treasurer and Trust Officer of the Bank.
Mr. Lanneau, Jr. is President and Chief Executive
Officer of Sumx, Inc.
Albert W. Metcalfe(1)(2) 68 1982 Mr. Metcalfe is Secretary of the Board of Directors
(Class III) of both the Company and the Bank. He is also the
President of Jordan Auto Company, Inc., an
automobile dealership.
(1) Member of audit committee
(2) Member of executive committee
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 2000, the Board of Directors
met thirteen times. Each director attended at least 75% of the aggregate of all
meetings held by the board and the committees on which he or she served.
The board has established, jointly with the Bank, various committees,
including the executive committee, the audit committee, the trust investment
committee, the asset/liability management committee, the ESOP administrative
committee and the director's loan committee.
The board has not established either a compensation or a nominating
committee; however, the executive committee generally performs the functions of
a compensation committee. Messrs. Cole, Feltus (Chairman), Lanneau, Jr.,
Metcalfe and Ogden are members of the executive committee which, among other
things, (i) approves remuneration arrangements for executive officers of the
Company, (ii) reviews compensation plans relating to executive officers and
directors, (iii) determines other benefits under the Company's compensation
plans and (iv) performs general reviews of the Company's employee compensation
policies. The full executive committee, including those members who also serve
as executive officers of the Company and the Bank, makes recommendations to the
board regarding salaries for and other compensation (including grants of stock
options) to executive officers. Directors who also serve as executive officers
of the Company and the Bank do not, however, participate in any board
determination regarding salaries for and other compensation to executive
officers. During 2000, the executive committee held eleven meetings.
Messrs. Allen, Metcalfe (Chairman), Bradford, and Dr. Thukral are
members of the audit committee. No members of the audit committee are employees
of either the Company or the Bank. Each member of the audit committee is an
"independent director" as defined in Rule 4200 (a) (15) of the National
Association of Securities Dealers' listing standards. The audit committee
operates under a written charter adopted by the Board of Directors, a copy of
which is included as Appendix A to this proxy statement. This committee is
responsible for the engagement of independent auditors, review of audit fees,
the supervision of matters relating to audit functions, the review and
establishment of internal policies and procedures regarding audits, accounting
and other financial controls and the review of related party transactions.
During 2000, the audit committee held four meetings.
Report of the Audit Committee
The audit committee has reviewed and discussed the audited financial
statements with management and the Company's independent auditors, May &
Company. The discussions with May & Company included the matters required to be
discussed by Statement on Auditing Standards No. 61. In addition, the audit
committee received written disclosures and the letter regarding independence
from May & Company as required by Independence Standard Board Standard No. 1 and
discussed this information with representatives of May & Company.
Based upon the audit committee's review of the audited financial
statements and its discussions with management and May & Company, 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-KSB for the
fiscal year ended December 31, 2000, for filing with the Securities and Exchange
Commission.
The members of the audit committee:
Albert W. Metcalfe, Chairman
W. W. Allen, Jr.
Craig A. Bradford, D.M.D.
Vinod K. Thukral, Ph.D.
Compensation of Directors
During 2000, each director received a retainer of $600 per month for
service on the Company's Board of Directors. Directors who are not employees of
either the Company or the Bank received up to an additional $200 per month for
each committee on which they served. In addition, the Chairman, Vice-Chairman
and Secretary of the board received an additional $1,000, $667 and $400 per
month, respectively, for serving in those capacities.
Stock Ownership of Directors, Officers and Certain Beneficial Owners
The following table sets forth, as of March 12, 2001, the number of
shares of the Company's common stock beneficially owned by (i) each person known
by the Company to be the beneficial owner of more than five percent (5%) of the
outstanding shares of common stock, (ii) all directors and nominees, (iii) all
executive officers whose total annual salary and bonus exceed $100,000, and (iv)
all directors and executive officers as a group. Unless otherwise noted, the
named persons have sole voting and investment power with respect to the shares
indicated (subject to any applicable community property laws).
Number of Shares
Beneficially Percentage
Name Owned(1) Ownership(2)
______________________________________ __________________ ______________
Britton & Koontz First
National Bank Employee Stock
Ownership Plan (the "ESOP") 228,570 10.8%
Britton & Koontz First
National Bank, Trustee
500 Main Street
Natchez, MS 39120
W. W. Allen, Jr.(3) 4,184 *
Craig A. Bradford, D.M.D.(4) 17,794 *
James J. Cole(5) 10,695 *
W. J. Feltus III(6) 25,326 1.2%
A. J. Ferguson 12,180 *
Bazile R. Lanneau, Jr.(7) 74,818 3.5%
Albert W. Metcalfe(8) 74,400 3.5%
W. Page Ogden(9) 48,400 2.3%
Bethany L. Overton(10) 3,903 *
R. Andrew Patty 1,054 *
Robert R. Punches(11) 14,700 *
Vinod K. Thukral, Ph.D.(12) 32,774 1.6%
Directors and executive officers as a group
(12 persons)(13) 502,135 23.8%
* Less than one percent.
(1) Includes shares as to which such person, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares
voting power and/or investment power as these terms are defined in Rule 13d-3(a)
of the Securities Exchange Act of 1934.
(2) Based upon 2,109,055 shares of common stock outstanding as of March 12,
2001.
(3) Of the shares shown, Mr. Allen disclaims beneficial ownership of 20 shares
owned by his wife and 20 shares owned by his son.
(4) Of the shares shown, Dr. Bradford disclaims beneficial ownership of 2,785
shares owned by his wife.
(5) Includes 3,115 shares allocated to Mr. Cole's account in the ESOP and 1,980
shares which Mr. Cole may purchase upon the exercise of outstanding stock
options.
(6) Include 8,000 shares owned by Feltus Bros. Ltd., of which Mr. Feltus is a
director, and 776 shares owned by Mr. Feltus' wife, as to which he disclaims
beneficial ownership.
(7) Includes 4,496 shares held by Mr. Lanneau as custodian for his minor
children, 23,772 shares allocated to Mr. Lanneau's account in the ESOP, 7,712
shares held in trust for third parties by the Bank, of which Mr. Lanneau has
beneficial ownership in his capacity as Trust Officer of the Bank, 68 shares
owned by Mr. Lanneau, Jr.'s wife, of which he disclaims beneficial ownership,
and 2,970 shares that Mr. Lanneau may acquire pursuant to currently exercisable
stock options. Mr. Lanneau, Jr. is the nephew of Mr. Metcalfe.
(8) Includes 12,316 shares owned by Mr. Metcalfe's wife, as to which he
disclaims beneficial ownership, and 8,160 shares that are owned by Jordan Auto
Company, Inc., of which Mr. Metcalfe is President. Mr. Metcalfe is the uncle of
Mr. Lanneau.
(9) Includes 3,300 shares that Mr. Ogden may acquire pursuant to currently
exercisable stock options and 19,776 shares which have been allocated to Mr.
Ogden's account in the ESOP. Although Mr. Ogden, in his capacity as
administrator of the ESOP, has beneficial ownership of all of the shares of
common stock owned by the ESOP, they are not included in his individual holdings
shown in the table, but are included in the table as owned by all directors and
executive officers as a group.
(10) The shares shown include 715 shares held in trust with respect to which
Mrs. Overton has voting power.
(11) The shares shown include 5,216 shares held in trust for the benefit of Mr.
Punches' children with respect to which Mr. Punches has sole voting power.
(12) The shares shown include 15,810 held by Thukral Holdings, LLC over which
Dr. Thukral has sole voting power.
(13) Where shares of common stock are deemed to be beneficially owned by more
than one director and/or executive officer, they are included only once in the
total number of shares beneficially owned by all directors and executive
officers as a group.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended
December 31, 2000 were audited by the firm of May & Company. May & Company will
remain as the Company's independent public accountants until replaced by the
board. A representative of May & Company is expected to be present at the annual
meeting. If present, the representative will have the opportunity to make any
statement he or she desires at that time and will be available to respond to
appropriate questions.
Fees billed by May & Company for professional services rendered for the
fiscal year ending December 31, 2000 were as follows:
Audit Fees - Audit fees of May & Company for audit of the Company's
annual financial statements included in the Company's reports on Form
10-QSB are estimated to be $54,500.
Financial Information Systems Design and Implementation Fees - May &
Company did not render any financial information systems design and
implementation services for the Company during the fiscal year 2000.
All Other Fees - Aggregate fees billed to the Company by May & Company
for all other services rendered for the fiscal year 2000 are estimated
to be $26,700. These fees relate to information technology review and
consulting services.
The audit committee has considered the compatibility of these non-audit
services with maintaining May & Company's independence.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company.
Officer
Name Since Age Position with the Company
________________________ _______ ____ ______________________________________________
W. Page Ogden 1988 53 President, Chief Executive Officer and
director of the Company and the Bank.
Bazile R. Lanneau, Jr. 1986 48 Vice President, Assistant Secretary, Chief
Financial and Accounting Officer, Treasurer
and director of the Company. Executive Vice
President, Chief Financial and Accounting
Officer, Treasurer, Assistant Secretary,
Trust Officer and director of the Bank.
James J. Cole 1993 60 Director of the Company and the Bank,
Executive Vice President and a Trust Officer
of the Bank.
The following is a brief summary of the business experience of each of
the executive officers of the Company:
W. Page Ogden has served as President and Chief Executive Officer of the
Company and the Bank since May of 1989. He joined the Bank in February of 1988,
and served as the Bank's Senior Vice President and Senior Lending Officer until
he assumed his current positions. Mr. Ogden previously served as Vice President
of Premier Bank, N.A. of Baton Rouge, Louisiana. Mr. Ogden was employed by
Premier Bank in various capacities, including trust, commercial lending, credit
policy and administration for thirteen years prior to joining the Bank.
Bazile R. Lanneau, Jr. serves as the Vice President of the Company and
Executive Vice President and Trust Officer of the Bank. In addition, he is Chief
Financial and Accounting Officer of both the Company and the Bank and serves as
Treasurer and Assistant Secretary of both the Company and the Bank. Mr. Lanneau,
Jr. joined the Bank on January 1, 1976, and has served as an employee since that
time, except for the period 1980-1982, when he attended the University of
Mississippi law school.
James J. Cole joined the Company and the Bank in July of 1993. He serves as
Executive Vice President and a Trust Officer of the Bank, with particular
responsibility for the Bank's mortgage lending operations. Prior to joining the
Company, Mr. Cole served for nine years as President of Natchez First Federal
Savings Bank, Natchez, Mississippi, which was acquired by the Company and merged
into the Bank in July of 1993.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services in all
capacities to the Company for the fiscal years ending December 31, 2000, 1999
and 1998, of W. Page Ogden, the Company's Chief Executive Officer, and Bazile R.
Lanneau, Jr., the only other executive officer whose total annual salary and
bonus equaled or exceeded $100,000 in fiscal 2000:
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------- -------- --------------------------------------------------------- ---------------------
Other Annual All Other
Name and Position Year Salary Bonus Compensation(1) Compensation(2)
- --------------------------- -------- -------------- --------------- -------------------------- ---------------------
W. Page Ogden 2000 $135,000 $40,000 $7,200 $30,238
President & CEO
1999 $110,000 $40,000 $7,200 $26,523
1998 $110,000 $40,000 $7,200 $23,967
Bazile R. Lanneau, Jr. 2000 $105,000 $25,000 $7,200 $20,128
Vice President
1999 $95,000 $25,000 $7,200 $18,092
1998 $95,000 $25,000 $7,200 $16,734
(1) For fiscal years 2000, 1999 and 1998, this amount includes directors'
fees of $7,200 per year.
(2) This amount includes, for the years 2000, 1999, and 1998: (a) the
amounts accrued in favor of the named executive in connection with a Salary
Continuation Plan ($13,849, $12,788, and $11,807, respectively, in the case of
Mr. Ogden and $7,376, $6,810, and $6,289, respectively, in the case of Mr.
Lanneau, Jr., see "Employment Agreements" below), (b) the Company's annual
contribution to the Company's ESOP on behalf of the named executive ($3,665,
$3,383, and $2,961 respectively, in the case of Mr. Ogden and $2,796, $2,763,
and $2,585, respectively, in the case of Mr. Lanneau, Jr.), and (c) the amounts
paid by the Company for life insurance premiums ($3,561, $3,410, and $3,311,
respectively, in the case of Mr. Ogden and $2,966, $2,849, and $2,772,
respectively, in the case of Mr. Lanneau, Jr.) This amount also includes, for
2000 and 1999, an estimate on behalf of the named executive for the Company's
contributions to its 401k Plan ($9,163, and $6,942, respectively, in the case of
Mr. Ogden, and $6,990 and $5,670, respectively, in the case of Mr. Lanneau,
Jr.).
Stock Options
On November 18, 1997, the Company granted stock options to each of the
named executives, and to three other employees of the Company, in each case
under the Company's Long-Term Incentive Plan. All of these stock options have
vesting schedules that permit the exercise of 11% of the total amount of each
option each year, beginning May 20, 1998, with a carry forward of any
unexercised portion of the option to succeeding years. The exercise price of all
the options is $19.94 per share. The options terminate ten years after the date
of grant if they have not been previously exercised. In addition, the options
become immediately exercisable as to all shares to which they relate upon
certain changes of control of the Company. No change of control for this purpose
has occurred as of the date of this proxy statement. All of the stock options
granted to all employees during 1997 were nonqualified stock options. No options
have been granted since 1997.
Aggregate Option Exercises and Fiscal Year-End Option Values
Neither Messrs. Ogden nor Lanneau exercised any stock options during
2000. The following table sets forth certain information about Mr. Ogden's and
Mr. Lanneau's outstanding stock options as of December 31, 2000:
Number of Securities In-the-Money Options at
Underlying Unexercised Fiscal-Year End(1)
Options at Fiscal-Year End
Exercisable (E)/
Name Exercisable (E)/ Unexercisable (U)
Unexercisable (U)
(in dollars)
3,300(E) $0(E)
Mr. Ogden 6,700(U) $0(U)
2,970(E) $0(E)
Mr. Lanneau, Jr. 6,030(U) $0(U)
(1) Since the closing market price of the Company's common stock on
December 31, 2000 was $12.00 and the exercise price of the options is $19.94, no
stock options held by Mr. Ogden or Mr. Lanneau were "in-the-money."
Employment Agreements
The Company has entered into employment agreements with W. Page Ogden,
Bazile R. Lanneau, Jr. and James J. Cole. The employment agreements are
currently for one-year terms expiring each year on December 31. Each such
agreement will automatically renew for a one-year term until December 31, 2002,
unless notice is given ninety days prior to the expiration of each term by
either of the respective parties. All three employment agreements can be
terminated with or without cause. If terminated for cause (such as a breach of
fiduciary duty or other similar types of misconduct), the employee will not
receive any severance pay. If the employee is terminated without cause, the
Company is required to pay the employee a lump sum equal to the greater of
$50,000 in the case of Mr. Ogden, $42,500 in the case of Mr. Lanneau, Jr., and
$40,000 in the case of Mr. Cole, or six months of the employee's then current
salary. Each employee has the use of an automobile for business use provided and
maintained by the Company. The Company also pays country club, professional, and
civic organization dues on behalf of these employees. Each employee is entitled
to all of the benefits that are available to other employees of the Company and
the Bank, such as health and disability insurance.
Effective September 26, 1994, the Company entered into Salary Continuation
Agreements with Messrs. Ogden, Lanneau, Jr. and Cole. The agreements provide for
the payment of normal and early retirement benefits and provide that if there is
a "change of control" (as defined in the agreements) of the Company and the
employee's employment with the Company is terminated within 36 months of the
change in control, then the employee will be paid the greater of (a) a lump sum
cash payment ($250,000 in the case of Mr. Ogden, $175,000 in the case of Mr.
Lanneau, Jr., and $125,000 in the case of Mr. Cole) or (b) the total balance in
their respective retirement accounts.
Certain Relationships and Related Transactions
In 1998 and 2000 respectively, the Company invested $1,000,000 and $250,000
in Sumx, Inc., a Mississippi corporation, established to provide electronic
banking solutions for the financial industry. Sumx is owned approximately 36.5%
by the Company, 19% by Mr. Bazile R. Lanneau, Jr. and 44.5% by Summit Research,
Inc. a Texas corporation. The funds provided to Sumx have been used for
marketing and continued development of the SumxNet Internet banking system. Sumx
maintains offices in Natchez and Madison, Mississippi and Highland Village,
Texas.
Mr. Lanneau has devoted, and it is anticipated that he will continue to
devote in the future, substantial portions of his time to the business of Sumx.
Pursuant to a Management Services Agreement, Sumx pays the Company $90,000 per
year for the services of Mr. Lanneau. Mr. Lanneau currently receives no
compensation from Sumx and is compensated by the Company and the Bank. Mr.
Ogden, President and CEO of the Company and the Bank, serves without
compensation as a director and Secretary/Treasurer of Sumx.
The law firm of Gwin, Lewis & Punches, LLP, of which Mr. Robert Punches, a
director, is a partner, serves as general counsel to the Company and the Bank.
The Company expects that the firm will continue to represent the Company as
general counsel in the future.
Certain directors and officers of the Company, businesses with which they
are associated, and members of their immediate families are customers of the
Bank and had transactions with the Bank in the ordinary course of its business
during the Bank's fiscal years ended December 31, 2000 and 1999. In the opinion
of the Board of Directors, such transactions were made in the ordinary course of
business, and were made on substantially the same terms (including, in the case
of loan transactions, interest rates and collateral) as those prevailing at the
time for comparable transactions with other persons. The board believes that the
loan transactions referred to above do not involve more than the normal risk of
collectibility or present other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended, the Company's directors, executives officers, and any person
beneficially owning more than ten percent of the Company's common stock are
required to report their initial ownership of the Company's common stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during fiscal 2000, and any Forms 5 and amendments
thereto furnished to the Company with respect to fiscal 2000, and certain
written representations made by the Company's directors, officers and ten
percent beneficial owners, the Company believes that during fiscal 2000, its
officers, directors and ten percent beneficial owners complied with all
applicable Section 16(a) filing requirements.
PROPOSALS OF SHAREHOLDERS FOR THE 2001 ANNUAL MEETING
At the annual meeting each year, the Board of Directors submits to
shareholders its nominees for election as directors. In addition, the Board of
Directors may submit other matters to the shareholders for action at the annual
meeting. Shareholders of the Company may also submit proposals for inclusion in
the proxy material. Proposals of shareholders intended to be presented at the
2002 annual meeting of shareholders and included in the proxy materials pursuant
to Rule 14a-8 of the Securities Exchange Act of 1934 must be received by W. Page
Ogden, President, at 500 Main Street, Natchez, Mississippi 39120, no later than
November 27, 2001, in order for such proposals to be considered for inclusion in
the proxy statement and form of proxy relating to such meeting. Proposals
submitted outside the processes of Rule 14a-8 of the Securities Exchange Act of
1934 intended to be presented at the 2002 annual meeting of shareholders must
also be received by W. Page Ogden at the above address no later than November
27, 2001.
OTHER MATTERS
Management of the Company is not aware of any other matters to be brought
before the annual meeting. However, if any other matters are properly brought
before the annual meeting, the persons named in the enclosed proxy form will
have discretionary authority to vote all proxies with respect to such matters in
accordance with their judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
The annual report on Form 10-KSB, containing financial statements for the
Company's 2000 fiscal year, and the annual report to shareholders accompany this
proxy statement. However, the annual report on Form 10-KSB and the annual report
to shareholders do not form any part of the material for the solicitation of
proxies.
Upon the written request of any record holder or beneficial owner of the
shares entitled to vote at the annual meeting, the Company, without charge, will
provide a copy of its annual report on Form 10-KSB for the year ended December
31, 2000, which will be filed with the Securities and Exchange Commission on or
before March 31, 2001. Requests should be mailed to Ms. Cliffie Anderson,
Investor Relations, Britton & Koontz Capital Corporation, 500 Main Street,
Natchez, Mississippi 39120.
By Order of the Board of Directors,
Natchez, Mississippi
April 4, 2001
APPENDIX A
BRITTON & KOONTZ CAPITAL CORPORATION
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
I. SCOPE OF RESPONSIBILITY OF AUDIT COMMITTEE
A. General
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by (1) overseeing the
Company's development of a system of financial reporting, auditing, internal
controls and legal compliance, (2) monitoring the operation of such system and
(3) reporting to the Board of Directors periodically concerning activities of
the Audit Committee.
B. Relationship to Other Groups
1. Allocation of Responsibilities. The management of the Company is
principally responsible for developing the Company's accounting practices,
preparing the Company's financial statements and maintaining internal controls.
The internal auditors are responsible for objectively assessing the Company's
internal controls. The outside auditors are responsible for auditing and
attesting to the Company's financial statements and evaluating the Company's
internal controls. The Audit Committee, as the delegate of the Board of
Directors, is responsible for overseeing this process.
2. Accountability. The outside and internal auditors shall be apprised that
they are ultimately accountable to the Board of Directors and the Audit
Committee.
3. Communication. The Audit Committee shall strive to maintain an open and
free avenue of communication among management, the outside auditors, the
internal auditors, and the Board of Directors.
II. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee shall be comprised of three or more directors
selected in accordance with the Company's bylaws, each of whom shall meet the
standards of independence or other qualifications required from time to time by
the NASDAQ (or, if the Company's common stock is principally traded on some
other exchange or trading system, any such standards of independence or other
qualifications required by such other exchange or system).
A- 5
III. MEETINGS OF AUDIT COMMITTEE
The Audit Committee shall meet at least three times annually, or more
frequently if the Committee determines it to be necessary. To foster open
communications, the Audit Committee may invite other directors or
representatives of management, the outside auditors or the internal auditors to
attend any of its meetings, but reserves the right in its discretion to meet in
executive session. The Audit Committee shall maintain written minutes of all its
meetings and provide a copy of all such minutes to every member of the Board of
Directors.
IV. POWERS OF AUDIT COMMITTEE
A. Activities and Powers Relating to the Annual Audit
--------------------------------------------------
1. Planning the Annual Audit. In connection with its oversight functions,
the Audit Committee shall monitor the planning of each annual audit of the
Company's financial statements, including taking any of the following actions
that the Audit Committee deems to be necessary or appropriate in connection
therewith:
a. approve or ratify the selection and compensation of the outside
auditors and the terms of the outside auditors' annual engagement
letter;
b. review significant relationships between the outside auditors and the
Company, including those described in written statements of the
outside auditors furnished under Independence Standards Board Standard
No. 1; and
c. discuss with the outside and internal auditors the scope and
comprehensiveness of their respective audit plans and the internal
auditors' staffing and budget.
2. Review of Annual Audit. The Audit Committee will review the results of
each annual audit with the outside auditors, including a review of any of the
following matters that the Audit Committee deems to be necessary or appropriate:
a. the Company's annual financial statements and related footnotes, and
any report, opinion or review rendered thereon by the outside auditors
or management;
b. other sections of the Company's 10-K annual report that pertain
principally to financial matters;
c. significant audit findings, adjustments, risks or exposures;
d. "reportable conditions" or other matters that are required by
generally accepted auditing standards to be communicated by outside
auditors to the Audit Committee;
e. difficulties or disputes with management or the internal auditors
encountered during the course of the audit;
f. the outside auditors' views regarding the clarity of the Company's
financial disclosures, the quality of the Company's accounting
principles as applied, the underlying estimates and other significant
judgments made by management in preparing the financial statements,
and the compatibility of the Company's principles and judgments with
prevailing practices and standards;
g. significant changes in the Company's accounting principles, practices
or policies during the prior year and the rationales therefor;
h. the accounting implications of significant new transactions;
i. the adequacy of the Company's financial reporting processes, internal
controls and corporate compliance procedures;
j. significant changes required in the outside auditors' audit plan for
future years; and
k. the extent to which the Company has implemented changes in financial
and accounting practices or internal controls that were previously
recommended by the internal or outside auditors or approved by the
Audit Committee.
3. Post-Audit Review Activities. In connection with or following the
completion of its review of the annual audit, the Audit Committee or its
Chairman may in their discretion elect to meet with the internal auditors or
management to discuss (a) any changes required in the internal audit plan or the
internal auditors' budget for future periods or (b) any other appropriate matter
listed in Section IV(A)(2) above.
B. Other Powers
The Audit Committee may also take any or all of the following actions
that it deems to be necessary or appropriate:
1. meet jointly or separately from time to time with representatives of the
outside auditors, the internal auditors, or any member of management to discuss
the objectivity and independence of the outside or internal auditors or any
other issue referred to in this Charter;
2. make recommendations to management or the Board of Directors regarding
(a) the replacement of the outside auditors, (b) changes in the staffing, budget
or charter (if any) of the internal auditors, or (c) changes in the services or
practices of the outside or internal auditors;
3. adopt resolutions that require management to either notify or obtain the
approval of the Audit Committee or its Chairman prior to the Company's
retainment of the outside auditors to perform any consulting or other non-audit
services that will result in annual payments exceeding $10,000;
4. request management or the outside or internal auditors to provide
analysis or reports regarding (a) any "second opinion" sought by management from
an audit firm other than the Company's outside auditors or (b) any other
information that the Audit Committee deems necessary to perform its oversight
functions;
5. conduct or authorize investigations into any matters within the Audit
Committee's scope of responsibilities, and employ independent legal counsel or
other professionals to assist in any such investigations;
6. require the internal auditors to provide the Audit Committee or its
Chairman with a copy of all internal reports to management and management's
responses thereto;
7. review periodically the effectiveness and adequacy of the Company's
corporate compliance procedures, and consider, adopt and recommend to the Board
of Directors any proposed changes thereto as management or the Audit Committee
deems appropriate or advisable;
8. review periodically the procedures established by the Company to monitor
its compliance with debt covenants;
9. consult periodically with the Company's legal counsel concerning the
Audit Committee's responsibilities or legal matters that may have a material
impact on the Company's financial statements, internal controls, or corporate
compliance procedures;
10. undertake any special projects assigned to it by the Board of
Directors;
11. issue any reports or perform any other duties required by (a) the
Company's articles of incorporation or bylaws, (b) applicable law or (c) rules
or regulations of the Securities and Exchange Commission, the NASDAQ, or any
other self-regulatory organization having jurisdiction over the affairs of the
Audit Committee; and
12. consider and act upon any other matters concerning the financial
affairs of the Company as the Audit Committee, in its discretion, may determine
to be advisable in connection with its oversight functions.
Notwithstanding anything in this Section IV to the contrary, the
Committee shall not be required to take all of the actions or to exercise all of
the powers enumerated above, and the Committee's failure to take any one or more
such actions or to exercise any one or more such powers in connection with the
good faith exercise of its oversight functions hereunder shall in no way be
construed as a breach of its duties or responsibilities to the Company, its
directors or its shareholders.
V. REVIEW OF CHARTER
The Audit Committee shall review this Charter annually, and may
consider, adopt and submit to the Board of Directors any proposed changes that
the Audit Committee deems appropriate or advisable.
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2001
The undersigned hereby appoints Charles C. Feltus, Jr., William C.
McGehee, Jr. and Bazile R. Lanneau, Sr., or any one of them, proxies for the
undersigned, with full power of substitution, to represent the undersigned and
to vote, as designated below, all shares of Common Stock of Britton & Koontz
Capital Corporation held of record by the undersigned on March 12, 2001, at the
annual meeting of shareholders to be held on April 26, 2001, or any
adjournment(s) thereof (the "Annual Meeting"). This proxy also entitles the
designated proxy holders to cumulate the undersigned's votes in the election of
directors at the Annual Meeting.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee
listed below, strike a line through the nominee's name. If you desire to
cumulate your votes, please do so in the blanks following each name.)
(1) TO ELECT FOUR CLASS II DIRECTORS AND ONE CLASS III DIRECTOR.
___ FOR all nominees listed below (except as marked to the contrary)
___ WITHHOLD AUTHORITY to vote for all nominees listed below
CLASS II:
W. W. Allen, Jr. _____ Craig A. Bradford, DMD ______
W. J. Feltus III _____ Vinod K. Thukral, Ph.D. ______
CLASS III:
R. Andrew Patty II ______
The Board of Directors recommends that you vote "FOR" the nominees
listed above.
(2) IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no specific directions are
given, your shares will be voted FOR some or all of the nominees listed above.
The proxy holders designated above will vote in their discretion on any other
matter that may properly come before the Annual Meeting.
Date:
- ------------------------------------------ ----------------------
Signature of Shareholder
Date:
- ------------------------------------------ ----------------------
Signature if held jointly
Please sign exactly as your name appears on the certificate or certificates
representing shares to be voted by this proxy, as shown on the label to the
left. When signing as executor, administrator, attorney, trustee or guardian
please give full title as such. If a corporation, please sign in full
corporation name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person(s).