UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for
Use of the Commission
only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
ZACHARY BANCSHARES, INC.
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Name of Registrant as Specified in Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction 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:
Zachary Bancshares, Inc.
P.O. Box 497
Zachary, La. 70791
November 1, 2002
Dear Shareholder of Zachary Bancshares, Inc.:
Several years ago, as a result, principally, of distributions of shares to
heirs of deceased shareholders, the number of Zachary Bancshares, Inc. ("ZBI")
shareholders increased to above 500. With that increase in number of
shareholders, ZBI was required to register its stock under federal securities
laws. With registration came the requirement for significant expense and
management attention each year to comply with reporting requirements under the
securities laws. As a result of recent highly publicized scandals involving
several large, public companies, the U.S. Congress and the Securities and
Exchange Commission are dramatically increasing these reporting obligations,
and the expense and time demands on management for compliance will
correspondingly increase.
In order to eliminate the expense and management time demands, the
Board of Directors has authorized, subject to shareholder approval, a
transaction referred to as "going private," that will result in termination
of the registration of the ZBI common stock by reduction in the number of
shareholders to approximately 250.
The reduction will be accomplished in a transaction in which each share of
common stock owned on November 1, 2002, by any holder of fewer than 150 shares,
will be purchased by ZBI for $70.00 per share. For purposes of determining
shares subject to repurchase, all shares held by spouses in community will be
aggregated and counted as held by one person. Purchases or sales of shares of
the ZBI common stock by any shareholder on or after November 1, 2002, will have
no effect on determination of the shares that are subject to purchase by ZBI or
the price paid for those shares, or the shares that will remain outstanding
after the transaction. Because a large number of individuals hold only a few
shares each, the repurchase of shares will reduce the number of shareholders
from over 600 to approximately 250, while only reducing the number of
outstanding shares by approximately 10%. As noted above, the proposed
transaction is subject to shareholder approval and will not be consummated
until, and only if, such approval is obtained.
The description of this proposed transaction is for informational purposes
only and shall not constitute the solicitation of a proxy.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ZBI plans to mail to each shareholder a proxy statement containing
information about the proposed "going private" transaction. Shareholders are
advised to read the proxy statement carefully when it becomes available because
it will contain important information about the proposed transaction, the
persons soliciting proxies and their interests in the transaction, and related
matters. Shareholders may obtain free copies of the proxy statement (when
available) and other documents filed by ZBI at the Securities and Exchange
Commission's website at http://www.sec.gov.
Free copies of the proxy statement will also be available from ZBI by
directing requests to the attention of Mr. W. Ed Canning, Secretary, Post Office
Box 497, Zachary, Louisiana 70791-0497.
INFORMATION CONCERNING PARTICIPANTS
ZBI and its directors and executive officers may solicit proxies from
ZBI's shareholders in favor of approval of the proposed "going private"
transaction. For more information regarding the security holdings of these
participants, please refer to ZBI's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001.
Sincerely,
/s/Russell Bankston, Chairman of the Board
/s/Harry S. Morris, Jr., President