P R O X Y S T A T E M E N T PRIVATE
2 0 0 1
Z A C H A R Y B A N C S H A R E S, I N C.
ZACHARY BANCSHARES, INC.
Post Office Box 497
4743 Main Street
Zachary, LA 70791
225-654-2701
March 19, 2001
Dear Shareholders:
Your Board of Directors is pleased to invite you to attend
the Annual Meeting of Shareholders of Zachary Bancshares, Inc. on
April 19, 2001 at 2:30 P.M. The meeting will be held in the Bank
of Zachary Community Room on the second floor, at 4743 Main
Street, Zachary, LA.
The Notice of Meeting, Proxy Statement and The Annual Report
of the Company for 2000 are enclosed. The business of the
meeting will be: The election of Company Directors and any other
business that may properly come before the meeting.
During the course of the meeting, Management will report on
current activities of The Company and comment on future plans.
Thank you for your interest and consideration.
Sincerely,
Harry S. Morris, Jr.
President
IMPORTANT
PLEASE SIGN AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE TO AUTHORIZE THE VOTING OF YOUR SHARES.
ZACHARY BANCSHARES, INC.
Post Office Box 497
4743 Main Street
Zachary, LA 70791
225-654-2701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of ZACHARY BANCSHARES, INC., (herein referred to as
"The Company") Zachary, Louisiana, will be held at 4743 Main
Street, Zachary, LA on Thursday, April 19, 2001 at 2:30 P.M., for
the following purposes:
To elect Directors.
To transact any other business that may properly come before
the meeting.
Shareholders of record as of the close of business on March
15, 2001 will be entitled to receive notice of and to vote at this
meeting. Each shareholder will be entitled to one (1) vote for
each share of stock outstanding as of the record date (March 15,
2001).
If you do not plan to be present at the meeting and wish to
have your share or shares voted by an authorized agent, please
date and sign the enclosed Proxy and return it in the self
addressed envelope which we have enclosed for your convenience.
The Proxy is revocable and may be revoked by you prior to its
exercise in writing. If you elect to revoke your executed proxy,
the revocation may be delivered to Winston E. Canning, Secretary,
4743 Main Street, (P. O. Box 497), Zachary, LA 70791-0497. Your
cooperation and confidence in The Company's management is
sincerely appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Harry S. Morris, Jr.
President
Zachary, Louisiana
March 19, 2001
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ZACHARY BANCSHARES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Zachary
Bancshares, Inc. herein called "The Company", for the Annual
Meeting of the Shareholders which is to be held at 4743 Main
Street, Zachary, Louisiana, at 2:30 P.M. on Thursday, April 19,
2001.
The only shares that may be voted are the outstanding shares
of common stock at the close of business on March 15, 2001, the
record date of the meeting. Each share is entitled to one vote.
Shares held in The Company's Treasury on that date cannot be
voted.
The Proxy which is being solicited by this statement on
behalf of the Board of Directors may be revoked in writing prior
to its exercise.
The Board of Directors anticipates that these Proxy materials
will be mailed to shareholders on or about March 19, 2001.
Any shareholder proposals intended to be presented at the
next annual meeting (April 18, 2002) for inclusion in The
Company's Proxy Statement and form of Proxy relating to that
meeting must be submitted not later than December 5, 2001. All
proposals shall be in writing and addressed to the Board of
Directors, Zachary Bancshares, Inc., P. O. Box 497, Zachary,
Louisiana 70791-0497.
All costs of soliciting proxies, including the costs of
preparing and mailing this Proxy Statement, will be borne by The
Company. It is anticipated that solicitations will be made only
by mail; however, certain officers and employees of The Company,
who will receive no additional compensation for their services,
may solicit proxies by telephone, telegraph and personally.
No Directors, nominees for election to the Board of Directors
or Officers of The Company has any substantial interest in any
matter to be acted upon at this meeting other than the election to
office.
ZACHARY BANCSHARES, INC. SHALL PROVIDE TO EACH SHAREHOLDER
SOLICITED HEREBY, ON THE WRITTEN REQUEST OF ANY SUCH SHAREHOLDER,
A COPY OF THE COMPANY'S ANNUAL REPORT OR FORM 10-KSB, INCLUDING
THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO REQUIRED TO BE
FILED WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO ITS
REGULATIONS FOR THE COMPANY'S MOST RECENT FISCAL YEAR. ZACHARY
BANCSHARES, INC. SHALL PROVIDE TO ANY INTERESTED PARTY A COPY OF
THE SUBSIDIARY'S CURRENT ANNUAL DISCLOSURE STATEMENT AS REQUIRED
BY FEDERAL DEPOSIT INSURANCE CORPORATION REGULATION. THE ADDRESS
TO WHICH WRITTEN REQUESTS MAY BE DIRECTED IS AS FOLLOWS:
Zachary Bancshares, Inc.
Post Office Box 497
Zachary, LA 70791-0497
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MATTERS TO BE CONSIDERED
At the Annual Meeting of The Company's shareholders, the
matters to be considered will include: The election of Company
Directors and any other business that may properly come before the
meeting.
The Management of The Company knows of no other matters
(other than the election of Directors) which may come before this
meeting. However, if any such matters should properly come before
this meeting, it is the intention of the person named in the
enclosed Proxy to vote the Proxy in accordance with his best
judgment.
The shares represented by the Proxy hereby solicited will be
voted in accordance with the specifications made on the face of
the Proxy. No Proxy shall confer authority to vote for the
election of any person to any office for which a bona fide nominee
is not named in this Proxy Statement, or to vote at any annual
meeting other than the next annual meeting (or any adjournment
thereof) to be held after the date on which this Proxy Statement
and enclosed Proxy are first sent or given to shareholders. The
matters brought to the shareholders require a simple majority vote
for approval.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
As of December 31, 1987, 216,000 shares of Zachary
Bancshares, Inc. Common Stock were authorized and issued. These
shares represent the only class of stock. Each share of stock is
entitled to one (1) vote. The date of record for determining
voting rights at the Shareholders' Meeting is March 15, 2001. The
Company does not, as of March 15, 2001, have any principal
shareholder(s) (an individual or entity who owns more than 5% of
the outstanding shares). Shares held in The Company's Treasury on
March 15, 2001 cannot be voted.
EXECUTIVE OFFICERS
Director Morris and Director Canning serve The Company and
Bank as Executive Officers. Harry S. Morris, Jr. serves The
Company as a Director and President and The Bank as a Director and
President. Winston E. Canning serves The Company as a Director and
Secretary and The Bank as a Director and Executive Vice President.
J. Larry Bellard serves The Company as Treasurer and Bank as Vice
President and Cashier.
ELECTION OF DIRECTORS
The Articles of Incorporation of The Company provide that the
number of directors will be set by the By-Laws which currently
provide for a board of not less than five (5) nor more than thirty
(30) persons. Class II Directors will be elected at this meeting
to serve until 2004, or until their successors are duly elected
and have qualified.
It is the intention of the persons named in the accompanying
Proxy to vote in favor of the election of director nominees named
below. If any nominee becomes unavailable for any reason, the
shares represented by the proxies will be voted for such person,
if any, as may be designated by the Board of Directors.
Management has no reason to believe that any nominee will be
unavailable.
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The information set forth below and on the following page as
to age, principal occupation or employment and amount and nature
of beneficial ownership of common stock of The Company is
furnished for each nominee for election and each director whose
term as a director will continue after the meeting. Unless
otherwise indicated, (1) all such nominees and directors have been
with the same organization in essentially the same position as
listed below for the past five years, and (2) such nominees and
directors own, with sole voting and investment power, the shares
listed. The year listed under the heading "First Elected
Director" indicates the year in which the nominee or director was
elected as a Bank of Zachary Director (which may be prior to the
formation of The Company).
Shares
Percent
Principal Occupation
First Beneficially of
Name Age or Employment
Elected Owned as of Common
Director
Dec. 31, 2000 Stock
CLASS II (DIRECTOR NOMINEES: TERMS EXPIRE 2004)
Russell Bankston?? ??????? 72 Retired Judge
1971 3,030 1.56
(1)
A. C. Mills,III,Ph.D?? 57 Portable Embryonics,Inc.
1986 1,959 1.01
CLASS III (Directors whose terms expire 2002)
Harry S. Morris, Jr.???? 55 President of
Bank of Zachary
1974 1,050 .54
Rodney S. Johnson?? 42 Insurance Agent
1991 910 .47
CLASS I (Directors whose terms expire 2003)
Hardee M.Brian?? 74 Agribusiness
1982 840 .43
Winston E. Canning??? 56 Exec. Vice President
1984 1,224 .63
(1) of Bank of Zachary
Howard L. Martin M.D? 74 Surgeon
1974 1,467 .76
All directors and executive officers
10,780 5.56
as a group, 8 persons
? Member of Bank Audit Committee
? Member of Bank Finance Committee
? Member of Bank Investment Advisory Committee
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(1) Shares beneficially owned by Mr. Bankston include 882 owned by
his wife. Mr. Canning's beneficially owned shares include 270
shares which are in his children's names..
During 2000, The Company's Board of Directors held a total of
seven meetings. The Board of Directors of The Company has no
committees. The Bank's Board of Directors met twelve times
during 2000. All Directors attended seventy-five percent or more
of the aggregate number of meetings of the Board of Directors of
The Company, The Bank, and Committee(s) of the Board of Directors
on which they served with the exception of A. C. Mills, III who
attended seventy-two percent of the Finance Committee meetings.
Bank Directors were paid $400 per month board fee. Directors are
allowed two paid absences annually. All Directors received a
$1,200 retainer in 2000. The Board of Directors of The Bank has a
Finance Committee, Audit Committee and an Investment Committee
The Finance Committee met thirty-six times during 2000 to consider
loan applications presented by The Bank's lending officers.
Non-employee Finance Committee members receive $2,400 annually.
The Audit Committee met four times during 2000. Maximum
compensation per Audit Committee member was $400 in 2000. The
Investment Committee's responsibility is to provide guidance in
securities transactions. No compensation is provided for members
of this Committee. The various Committee memberships are
indicated in the preceding table.
STOCK OPTION - INCENTIVE PLANS
The company has no outstanding options, warrants or rights
granted to any individual or entity.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors and
officers on the same terms, including interest rates and
collateral on loans, as those prevailing at the same time for
comparable transactions with others and, in the opinion of The
Bank, not involving more than the normal risk of collectibility or
presenting other unfavorable features.
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EXECUTIVE COMPENSATION
The following table discloses the compensation paid during
the last three fiscal years to the Company's Executive Officers.
Summary Compensation Table
Annual Compensation
Name & Principal Year Salary1 Bonus1
Other2 All3
Position Annual
Other
Comp.
Comp.
Harry S. Morris, Jr. 2000 $104,130 $14,617 $12,087
$8,060
President 1999 98,818 13,786 11,060
5,660
1998 94,078 18,833
11,590 4,798
Winston E. Canning 2000 $ 93,999 $13,277
$10,985 $6,186
Exec. Vice President 1999 89,798 12,522
10,167 5,286
1998 85,417 17,107 10,807
6,036
1Salary & Bonus -
Mr. Morris' 2000 salary included $9,338 deferred compensation
under Internal Revenue Code, Section 401(K), $5,159 automobile
benefit and $1,527 disability insurance premium.
Mr. Canning's 2000 salary included $8,482 deferred compensation
under Internal Revenue Code, Section 401(K), $1,591 automobile
benefit, $915 Country Club benefit, and $1,711 disability
insurance premium.
2Other Annual Compensation - Includes the following Bank Contributions
to:
2000 1999
1998
Mr. Morris'
401(K) Savings Plan $3,988 $3,712 $3,760
Employee Money Purchase Plan $3,988 $3,712 $3,760
Employee Profit Sharing Plan $4,111 $3,636 $4,070
2000 1999 1998
Mr. Canning's
401(K) Savings Plan $3,639 $3,425 $3,517
Employee Money Purchase Plan $3,639 $3,425 $3,517
Employee Profit Sharing Plan $3,707 $3,317 $3,773
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3All Other Compensation - Includes the following:
2000 1999 1998
Mr. Morris'
Director Compensation $6,000 $5,100
$4,600
Term Life Insurance 186 186 198
Accrued Leave Plan 1,874 374 -
Mr. Canning's
Director Compensation $6,000 $5,100 $4,600
Term Life Insurance 186 186 198
Accrued Leave Plan - -
1,238
FINANCIAL STATEMENTS
The consolidated financial statements, management's
discussion and analysis of financial condition and results of
operations included in The Company's Annual Report to shareholders
for the year ended December 31, 2000 are incorporated herein by
reference. A copy of such Annual Report is being mailed with this
Proxy Statement to each shareholder of record for the Annual
Meeting.
REPORT OF THE AUDIT COMMITTEE
In fulfillment of the SEC's newly adopted requirements for
disclosure in proxy materials relating to the functioning of
audit committees, The Company's Audit Committee has prepared the
following report for inclusion in this Proxy statement.
The Audit Committee's general role is to assist the Board of
Directors in fulfilling its responsibility of reviewing the
Company's financial reporting process. A charter that specifies,
among other things, the scope of its responsibilities and how
those responsibilities are performed, governs the Audit Committee.
A copy of the charter is included in this Proxy statement as
Appendix A. The Audit Committee members are "independent" as
defined by its charter.
In the performance of its obligations, the Audit Committee
has reviewed and discussed the audited financial statements with
management and its independent auditors, the matters required to
be discussed by Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees." In addition,
the Audit Committee received from the auditors, disclosures
regarding the auditors' independence required by Independence
Standard No. 1, "Independence Discussions with Audit
Committees," and discussed with the auditors the auditors'
independence.
Based on the above-mentioned review and discussions, the
Audit Committee recommended to The Company's Board of Directors
that the audited financials be included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2000, for filing with the SEC.
This report is included herein at the direction of the
members of the Audit Committee, Directors Bankston (Chairman),
Johnson (Vice Chairman), Brian, and Martin.
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ACCOUNTING SERVICES
The independent public accounting firm retained by the Board
of Directors is Hannis T. Bourgeois, LLP, (HTB) Certified Public
Accountants. HTB has served as The Company and The Bank's
principal accounting firm since 1976. It is expected that a
representative of HTB will be present at the Shareholders'
Meeting.
HTB performed audit services in 2000 including financial
statement examinations, consultations relevant to regulatory
filings, and preparation of various Federal Tax filings. The
accounting firm also performed professional services in 2000 as
deemed necessary by the Audit Committee or Management. It is
expected that HTB will be retained as accountants for The Company
for the year 2001 forming primarily the same services rendered in
2000.
The aggregate amount of fees billed by HTB for its audit of
our annual financial statements during 2000 and for its reviews of
our unaudited interim financial statements included in reports
filed under the Exchange Act during the year was $41,575. Fees
billed by HTB for all other services rendered during 2000 totaled
$19,600. These services included tax return preparation, the
annual audit of The Bank's Profit Sharing Plan, and other
consultations and agreed upon procedures as deemed necessary by
the Audit Committee or Management.
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Appendix A:
ZACHARY BANCSHARES, INC. AND SUBSIDIARY
AUDIT COMMITTEE CHARTER
The Board of Directors of Zachary Bancshares, Inc. and Subsidiary
(The "Company") has constituted and established an Audit
Committee (the "Audit Committee") with authority,
responsibility and specific duties as described in this Audit
Committee Charter.
Composition and Meetings
The Audit Committee shall consist of three or more directors, each
of whom is independent of management and free from any
relationship that, in the opinion of the Board of Directors, as
evidenced by its annual selection of such Audit Committee members,
would interfere with the exercise of independent judgment as an
Audit Committee member. However, one director who is not
independent can be appointed if the Board of Directors determines
that the appointment is in the best interest of the Company and
its shareholders. Each Audit Committee member must also be able
to read and understand fundamental financial statements or become
able to do so within a reasonable time after being appointed to
the Audit Committee. At least one Audit Committee member shall
have experience in finance or accounting, or any other comparable
experience or background.
The Audit Committee shall meet at least four times annually, and
at least once with management, the internal auditor and the
independent auditors to discuss any matters that the committee or
any of these groups believe should be discussed. The Audit
Committee, or the Chairman of the Committee, shall communicate
with management and the independent auditors quarterly to review
the Company's financial statements and significant findings based
upon the auditors' review procedures.
Primary Functions
? Monitor the integrity of The Company's financial reporting
process and systems of internal controls regarding finance,
accounting and compliance.
? Monitor the independence and performance of The Company's
independent auditors and internal auditing department.
? Provide a channel of communication among the independent
auditors, management, the internal auditor and the Board of
Directors.
Review Procedures
? Review the Audit Committee Charter at least annually, submit
the Charter to the Board of Directors for approval and have
the Charter attached to The Company's annual proxy statement
at least once every three years in accordance with SEC
regulations.
? Review The Company's annual audited financial statements.
Review should include discussion with management and
independent auditors of significant issues regarding
accounting principles, practices and judgments.
1
? In consultation with management, the independent auditors and
the internal auditor, consider the integrity of The Company's
financial reporting processes and controls. Discuss
significant financial risk exposures and steps that management
has taken to monitor, control and report such exposures.
? Discuss any significant changes to The Company's accounting
principles and any items required to be communicated by the
independent auditors in accordance with SAS 61 (Communication
with Audit Committees) and SAS 90 (Audit Committee
Communications). The Chairman of the Audit Committee may act
on behalf of the Audit Committee for purposes of this review.
Relationship to Independent Auditors
? Review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment
of the independent auditors.
? Review and discuss with the independent auditors, on an annual
basis, all significant relationships that the independent
auditors have with The Company that could impair the auditors'
independence. The Audit Committee shall do so in accordance
with Independence Standards Board Standard No. 1 and any
successor statements or amendments.
? To assure its sufficiency, review the independent auditors
audit plan and discuss its scope, staffing, and internal audit
and general audit approach.
? Review with the treasurer of The Company and the independent
auditor the Company's quarterly financial statements.
? Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting, including underlying
estimates used in the preparation of The Company's financial
statements.
? Discuss with the independent auditors the clarity of the
financial disclosure practices used by The Company.
? Inquire as to the independent auditors' views about whether
management's choices of accounting principles appear
reasonable from the perspective of income, asset and liability
recognition, and whether those principles are common
practices.
Internal Audit and Comp1iance
? Review the internal audit plan and qualifications of the
internal auditor.
? Review the significant reports prepared by the internal
auditor together with management's response and follow-up to
these reports.
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? Review reports of the Compliance Officer or Compliance
consultants engaged to supplement internal bank efforts. This
review would cover the scope and adequacy of the compliance
program, the degree of compliance and cooperation, and the
implementation of corrective actions.
Annual Audit Committee Report to Shareholders
? The Audit Committee shall prepare an Annual Audit Committee
Report for the inclusion in The Company's proxy statement and
will include the following:
? The Audit Committee has reviewed and discussed the audited
financial statements with management;
? The Audit Committee has discussed with the independent
auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380),
as may be modified or supplemented;
? The Audit Committee has received the written disclosures and
the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independent Discussions with
Audit Committees), as may be modified or supplemented and has
discussed with the independent auditors the independent
auditors' independence;
? Based on the review and discussions of the preceding items,
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; and
? The name of each member of the Audit Committee shall be set
out at the end of the Annual Audit Committee Report.
Other Responsibilities
? Perform any other activities consistent with this Charter, The
Company's Articles of Incorporation and Bylaws, and as the
Board of Directors deems necessary.
? Maintain minutes of its meetings and periodically report to
the Board of Directors of The Company on significant results
of the Audit Committee's activities.
Adopted by the Audit Committee
as of December 21, 2000
Approved by the Board of
Directors
as of December 21, 2000
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A N D R E T U R N
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IN THE ENCLOSED PRE-ADDRESSED POSTAGE PAID ENVELOPE
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