EXHIBIT 20
Other Documents or Statements to Security Holders
Britton & Koontz Capital Corporation
500 Main Street
P. O. Box 1407
Natchez, MS 39120
601-445-5576
Internet address: http://www.bkbank.com
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION:
August 21, 1996 W. Page Ogden, President & CEO
Bazile R. Lanneau, Jr.,
Executive Vice President
and CFO
601-445-5576
BRITTON & KOONTZ REPORTS SECOND QUARTER 1996 RESULTS
AND ADOPTION OF SHAREHOLDER RIGHTS AGREEMENT
Natchez, Mississippi (August 21, 1996) - Britton & Koontz
Capital Corporation (NASDAQ/Bulletin Board Symbol:QBRKO) today
announced results for the second quarter of 1996. Net income for
the quarter was $547,257 compared to $516,569 for the same period
in 1995. Quarterly earnings per share amounted to $1.23 in 1996
and $1.17 in 1995 on 443,267 shares outstanding.
The returns on average assets and average equity for the first
half of 1996 were 1.37% and 13.21%, respectively, while the returns
were 1.37% and 14.33% for the comparable period in 1995. Total
assets were $153.4 million at June 30, 1996, compared to $151.8
million at year end 1995.
At its July meeting, the Board of Directors adopted a
Shareholder Rights Agreement, which had been earlier authorized by
the shareholders at the annual meeting on May 16. The agreement
provides for the issuance of rights to purchase additional shares
of the Company's common stock and contains provisions that are
designed to protect shareholders in the event of an unsolicited
attempt to acquire the Company. A summary of the agreement is
being mailed to all shareholders of record.
Page Ogden, President & CEO, stated: "The agreement has not
been adopted in reaction to any known efforts to acquire the
Company's stock. The provisions of the agreement, however, are
designed to protect shareholders in the event of an unsolicited
attempt to acquire the Company."
Britton & Koontz Capital Corporation, headquartered in
Natchez, Mississippi, is the parent company of Britton & Koontz
First National Bank which operates three full service offices in
Natchez. In connection with the merger-conversion of Natchez First
Federal Saving Bank in 1993, the company registered its stock in
accordance with SEC regulations.
August 20, 1996
Dear Shareholder:
I am pleased to enclose the financial results of the Company for
the first six months of 1996. The Company is experiencing steady
earnings and moderate growth. The returns on average assets and
average equity for the first half of 1996 were 1.37% and 13.21%,
respectively, while the returns were 1.37% and 14.33% for the
comparable period in 1995. Total assets were $153.4 million at
June 30, 1996, compared to $151.8 million at year end 1995.
As indicated in previous communications, we are continuing to
invest in technology to bring our customers the best in banking
services and to enhance growth and profitability prospects for
the bank. In particular, we are looking forward to the
introduction of electronic banking via the Internet later this
fall. We invite you to visit the bank's internet site at
www.bkbank.com.
At the May 16 annual meeting, our shareholders overwhelmingly
endorsed a rights plan described in the proxy statement.
Pursuant to shareholder approval the Board of Directors adopted a
Shareholder Rights Agreement at its July meeting. A summary of
the agreement is enclosed for your information.
The purpose of the rights distributed under the Agreement is to
protect shareholders in the event of an unsolicited attempt to
acquire the Company's stock. The agreement has not been adopted
in reaction to any known efforts to acquire the Company's stock.
As always, I invite you to call me with any questions that you
may have concerning your investment in B&K.
Yours truly,
W. Page Ogden
President & CEO
Attachments
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(Unaudited)
June 30, December 31,
1996 1995
------------ ------------
ASSETS:
Cash and due from banks:
Non-interest bearing $ 4,134,756 $ 3,340,954
Interest bearing 87,205 1,361,539
------------ ------------
Total cash and due from banks 4,221,961 4,702,493
Federal funds sold 0 1,450,000
Investment securities:
Held-to-maturity(estimated market value of
$47,983,636 in 1996 and $47,181,462 in 1995) 48,363,203 46,794,280
Equity securities 1,211,550 1,198,950
Loans, less unearned income of $293,889 in 1996 and
$284,865 in 1995; and allowance for loan losses of
$690,691 in 1996 and $723,641 in 1995 94,015,947 91,998,966
Bank premises and equipment, net of accumulated
depreciation 3,632,166 3,569,586
Other real estate owned,less allowance for losses
of $0 in 1996 and $11,658 in 1995 28,194 258,536
Accrued interest receivable 1,211,880 1,137,337
Cash surrender value life insurance 620,173 599,646
Other assets 119,287 77,445
------------ ------------
Total Assets $153,424,341 $151,787,239
============ ============
LIABILITIES:
Deposits
Non-interest bearing 14,817,631 13,983,026
Interest bearing 113,489,161 114,584,214
------------ ------------
Total Deposits $128,306,792 $128,567,240
Securities sold under repurchase agreements 2,697,656 2,722,882
Federal funds purchased 790,000 0
Accrued Interest Payable 770,606 817,119
Negative Goodwill, net of accumulated amortization
of $1,377,670 in 1996 and $1,196,030 in 1995 1,682,752 1,864,392
Advances from borrowers for taxes & insurance 218,352 381,644
Accrued taxes and other liabilities 2,887,294 2,062,725
------------ ------------
Total Liabilities $137,353,452 $136,416,002
------------ ------------
STOCKHOLDERS EQUITY:
Common stock, $10 par value per share; 3,000,000
shares authorized; 441,072 shares issued and
outstanding in 1996 and 1995 4,410,720 4,410,720
Additional paid-in-capital 3,395,617 3,395,617
Retained earnings 8,264,552 7,564,900
------------ ------------
Total Stockholders' Equity $ 16,070,889 $ 15,371,237
------------ ------------
Total Liabilities and Stockholders' Equity $153,424,341 $151,787,239
============ ============
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ---------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Interest Income:
Interest and fees on loans $2,017,276 $1,857,155 $4,020,307 $3,585,331
Interest on investment securities
Taxable interest income 830,833 912,590 1,633,720 1,863,391
Exempt from federal taxes 19,497 17,571 38,128 34,992
Interest on federal funds sold 30,101 783 57,009 3,076
---------- ---------- ---------- ----------
Total Interest Income $2,897,707 $2,788,099 $5,749,164 $5,486,790
---------- ---------- ---------- ----------
Interest Expense:
Interest on deposits $1,240,463 $1,207,561 $2,528,118 $2,320,309
Interest on federal funds purchased 234 5,799 234 17,019
Interest on securities sold under
repurchase agreements 40,984 59,625 76,025 171,017
---------- ---------- ---------- ----------
Total Interest expense $1,281,681 $1,272,985 $2,604,377 $2,508,345
---------- ---------- ---------- ----------
Net Interest Income $1,616,026 $1,515,114 $3,144,787 $2,978,445
Provision for loan losses 0 25,000 50,000 $50,000
---------- ---------- ---------- ----------
Net interest income after
Provision for loan Losses $1,616,026 $1,490,114 $3,094,787 $2,928,445
---------- ---------- ---------- ----------
Other Income:
Service charge on deposit accounts 155,839 148,720 312,705 299,499
Income from fiduciary activities 14,674 15,028 27,938 28,336
Insurance premiums and commissions 12,708 9,245 23,849 17,556
Gain/(loss) on sale of ORE 1,975 (5,610) (7,086) (5,610)
Gain/(loss) on sale of mortgage loans (36) 0 (1,014) 0
Gain on sale of premises & equipment 0 0 100 0
Amortization of negative goodwill 88,780 106,200 181,640 217,230
Valuation adj loans held for sale 0 36,409 0 56,248
Other 59,937 23,186 136,573 83,515
---------- ---------- ---------- ----------
Total other income $ 333,877 $ 333,178 $674,705 $ 696,774
---------- ---------- ---------- ----------
Other Expense
Salaries 514,259 483,648 1,027,350 984,839
Employee benefits 62,708 74,522 139,190 155,805
Net occupancy expense 91,068 87,292 171,181 167,646
Equipment expense 118,016 74,813 251,553 163,730
FDIC assessment 30,947 69,513 59,066 139,025
Stationery & supplies 30,571 24,016 63,558 51,303
Other real estate expense 2,458 2,284 (4,611) 2,073
Other 308,536 209,548 517,139 410,707
---------- ---------- ---------- ----------
Total other expenses $1,158,563 $1,025,636 $2,224,426 $2,075,128
---------- ---------- ---------- ----------
Income Before Income Taxes 791,340 797,656 1,545,066 1,550,091
Income tax expense 244,083 281,087 492,556 507,933
---------- ---------- ---------- ----------
Net Income $ 547,257 $ 516,569 $1,052,510 $1,042,158
========== ========== ========== ==========
Net Income Per Share $1.23 $1.17 $2.37 $2.36
Weighted Average Shares Outstanding 443,267 440,052 443,172 441,564
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On July 16, 1996, the Board of Directors of Britton & Koontz Capital
Corporation (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par value
$10.00 per share (the "Common Shares"), of the Company. The dividend is
payable on September 1, 1996 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase
from the Company one Common Share of the Company at a price of $150.00 per
share (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Britton & Koontz First National Bank, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 25% or more of the
outstanding Common Shares, or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 25% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 1, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares at a price, or
securities convertible into Common Shares with a conversion price, less than
the then-current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Common Shares) or of subscription
rights or warrants (other than those referred to above).
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that number of Common
Shares having a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to such time as any Person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.