UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
May 23, 2006
BRITTON & KOONTZ CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Mississippi 0-22606 64-0665423
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
500 Main Street, Natchez, Mississippi 39120
(Address of Principal Executive Offices) (Zip Code)
(601) 445-5576
Registrant's Telephone Number, Including Area Code:
Check the appropriate box below if the 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On May 23, 2006, the Board of Directors of Britton & Koontz Capital
Corporation (the "Board") declared a quarterly cash dividend on its common stock
of $.18 per share. In addition, the Board elected Robert R. Punches, as chairman
of the Board.
On May 24, 2006, Britton & Koontz Capital Corporation issued a press
release to declare the quarterly cash dividend and a second release announcing
the election of Mr. Punches as chairman of the Board. The two press releases are
filed as Exhibit 99.1 and 99.2, respectively, to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Britton & Koontz Capital
Corporation dated May 24, 2006, to declare quarterly
dividend.
99.2 Press Release issued by Britton & Koontz Capital
Corporation dated May 24, 2006, to elect Punches as
chairman.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
BRITTON & KOONTZ CAPITAL CORPORATION
May 25 2006 /s/ W. Page Ogden
___________________________________
W. Page Ogden
President and Chief Executive Officer
Exhibit Index
Exhibit
Number Item
99.1 Press Release issued by Britton & Koontz Capital Corporation
dated May 24, 2006, to declare quarterly dividend.
99.2 Press Release issued by Britton & Koontz Capital Corporation
dated May 24, 2006, to elect Punches as chairman.
EXHIBIT 99.1
EXHIBIT 99.1
Britton & Koontz Capital Corporation
500 Main Street 601-445-5576
P O Box 1407 601-445-2481 FAX
Natchez, MS 39121 http://www.bkbank.com
corporate@bkbank.com
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION:
- --------------------- ---------------------
May 24, 2006 W. Page Ogden, President & CEO
(NASDAQ - BKBK) William M. Salters, Treasurer & CFO
BRITTON & KOONTZ DECLARES QUARTERLY DIVIDEND
Natchez, Mississippi - The Board of Directors of Britton & Koontz
Capital Corporation (Nasdaq: BKBK, "B&K Capital" or "the Company") on May 23,
2006, declared a quarterly dividend of $0.18 per share to shareholders of record
as of May 31, 2006, and payable June 15, 2006.
Britton & Koontz Capital Corporation, headquartered in Natchez,
Mississippi, is the parent company of Britton & Koontz Bank, N.A. which operates
three full service offices in Natchez, two in Vicksburg, Mississippi, and one in
Baton Rouge, Louisiana. The Company also owns Britton & Koontz Title Insurance
Agency, Inc. which was established to issue title insurance on properties in the
State of Mississippi. As of March 31, 2006, the Company reported assets of
$382.8 million and equity of $31.6 million. The Company's stock is traded on
NASDAQ under the symbol BKBK and the transfer agent is American Stock Transfer &
Trust Company. Total shares outstanding at May 23, 2006, were 2,117,086.
Forward Looking Statements
This news release contains statements regarding the projected
performance of Britton & Koontz Capital and its subsidiaries. These statements
constitute forward-looking information within the meaning of the Private
Securities Litigation Reform Act. Actual results may differ materially from the
projections provided in this release since such projections involve significant
known and unknown risks and uncertainties. Factors that might cause such
differences include, but are not limited to: competitive pressures among
financial institutions increasing significantly; economic conditions, either
nationally or locally, in areas in which the Company conducts operations being
less favorable than expected; and legislation or regulatory changes which
adversely affect the ability of the combined Company to conduct business
combinations or new operations. The Company disclaims any obligation to update
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements included herein to reflect future events or
developments.
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EXHIBIT 99.2
EXHIBIT 99.2
Britton & Koontz Capital Corporation
500 Main Street 601-445-5576
P O Box 1407 601-445-2488 FAX
Natchez, MS 39121 http://www.bkbank.com
corporate@bkbank.com
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION:
- --------------------- ---------------------
May 24, 2006 W. Page Ogden, President & CEO
for (Nasdaq/Symbol BKBK) William M. Salters, Treasurer & CFO
BRITTON & KOONTZ ELECTS PUNCHES CHAIRMAN
Natchez, Mississippi - The Board of Directors of Britton & Koontz
Capital Corporation (Nasdaq: BKBK, "B&K Capital" or "the Company") has elected
Robert R. Punches, as chairman of the Board of Directors.
Mr. Punches, age 56, a board member since 1984, has served as Vice
Chairman of the Board and as chairman of the Board's Executive Committee. He
holds degrees from Tulane University (BA), the University of Mississippi (JD)
and Boston University (LLM in Tax) and practices law in the Natchez, Mississippi
area.
R. Andrew Patty II was elected to the position of Vice Chairman of the
Board. A board member since 2000, Mr. Patty, age 40, will serve on the
executive, compensation and nominating committees of the Company and various
committees of its banking subsidiary, Britton & Koontz Bank, N.A. Mr. Patty
holds degrees from Tulane University (BA) and the University of North Carolina
(JD) and practices law in the Baton Rouge, Louisiana area.
W. Page Ogden, who served as Chairman from 2002 to 2006, continues as
President and CEO of both the Company and Britton & Koontz Bank, N.A. Commenting
on the recent changes, Mr. Ogden said, "In selecting Messrs. Punches and Patty,
the Board reflects its striking depth of leadership. The elections also reflect
the Company's compliance with the recent trends in corporate governance
addressing the roles of independent directors and management."
Britton & Koontz Capital Corporation, headquartered in Natchez,
Mississippi, is the parent company of Britton & Koontz Bank, N.A. which operates
three full service offices in Natchez, two in Vicksburg, Mississippi, and one in
Baton Rouge, Louisiana. The Company also owns Britton & Koontz Title Insurance
Agency, Inc. which was established to issue title insurance on properties in the
State of Mississippi. As of March 31, 2006, the Company reported assets of
$382.8 million and equity of $31.6 million. The Company's stock is traded on
NASDAQ under the symbol BKBK and the transfer agent is American Stock Transfer &
Trust Company. Total shares outstanding at May 23, 2006, were 2,117,086.
Forward Looking Statements
This news release contains statements regarding the projected
performance of Britton & Koontz Capital and its subsidiaries. These statements
constitute forward-looking information within the meaning of the Private
Securities Litigation Reform Act. Actual results may differ materially from the
projections provided in this release since such projections involve significant
known and unknown risks and uncertainties. Factors that might cause such
differences include, but are not limited to: competitive pressures among
financial institutions increasing significantly; economic conditions, either
nationally or locally, in areas in which the Company conducts operations being
less favorable than expected; and legislation or regulatory changes which
adversely affect the ability of the combined Company to conduct business
combinations or new operations. The Company disclaims any obligation to update
such factors or to publicly announce the results of any revisions to any of the
forward-looking statements included herein to reflect future events or
developments.
###