P R O X Y S T A T E M E N T
1 9 9 5
Z A C H A R Y B A N C S H A R E S, I N C.
ZACHARY BANCSHARES, INC.
4700 Main Street
Zachary, LA 70791
(504) 654 2701
March 14, 1995
Dear Shareholders:
Your Board of Directors is pleased to invite you to attend the
Annual Meeting of Shareholders of Zachary Bancshares, Inc. on
Thursday, April 13, 1995 at 2:30 P.M. The meeting will be held in
the Bank of Zachary Main Office Lobby at 4700 Main Street, Zachary,
LA.
The Notice of Meeting, Proxy Statement and The Annual Report
of the Company for 1994 are enclosed. The business of the meeting
will be: The election of Company Directors and any other business
that may properly come before this meeting.
During the course of the meeting, Management will report on
current activities of The Company Thank you for your interest and
consideration.
Sincerely,
/s/ Harry S. Morris, Jr.
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.
4700 Main Street
Zachary, LA 70791
(504) 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 4700 Main
Street, Zachary, LA on Thursday, April 13, 1995 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
14, 1995 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 14,
1995).
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, 4700
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
/s/ Harry S. Morris, Jr.
__________________________________
Harry S. Morris, Jr.
President and Chief
Executive Officer
Zachary, Louisiana
March 14, 1995
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 4700 Main
Street, Zachary, Louisiana, at 2:30 P.M. on Thursday, April 13,
1995.
The only shares that may be voted are the outstanding shares
of common stock at the close of business on March 14, 1995, 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 14, 1995.
Any shareholder proposals intended to be presented at the next
annual meeting (April 11, 1996) for inclusion in The Company's
Proxy Statement and form of Proxy relating to that meeting must be
submitted not later than December 10, 1995. 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 ON FORM 10-K, 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
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, 1994, 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 14, 1995. The Company does
not, as of March 14, 1995, 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 14, 1995
cannot be voted.
EXECUTIVE OFFICERS
Director Morris and Director Canning and Mark Thompson serve
The Company and Bank as Executive Officers. Winston E. Canning
serves The Company as a Director and Secretary and the Bank as a
Director and Chief Lending Officer. Mark Thompson is 48 years old
and has served the Bank as Chief Operational Officer since 1978,
Investment Officer since 1984 and is a Board of Director Advisory
Member. Mr. Thompson is The Company's Treasurer. CEO Harry S.
Morris, Jr. and Executive Officer Mark Thompson are married to
sisters.
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. The by-laws provide for three classes of directors,
each class serving a three year term. Class II Directors will be
elected at this meeting to serve until 1998, or until their
successors are duly elected and have qualified.
The Company is unaware of any event current, pending or within the
last five years that is material to an evaluation of the ability or
integrity of any director or executive officer's service.
It is the intention of the persons named in the accompanying
Proxy to vote in favor of the elections 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 as
may be designated by the Board of Directors. Management has no
reason to believe that any nominee will be unavailable.
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 maybe 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, 1994 Stock
Class II (DIRECTORS NOMINEES TERM EXPIRES 1998)
Russell Bankston*#@ 66 Retired September 30, 1994 1971 3,030 1.56
(1)(2) Attorney and City Judge
Albert C. Mills, III,Ph.D.* 51 Portable Embryonics,Inc. 1986 1,959 1.00
Sam Johnson# 37 Insurance Agent 1991 100 .05
Shares Percent
Principal Occupation First Beneficially of
Name Age or Employment Elected Owned as of Common
Director Dec. 31, 1994 Stock
Class III (Directors whose term expires 1996)
Leonard F. Aguillard*+@ 68 Warehousing and Trucking 1982 3,000 1.55
Executive
Harry S. Morris, Jr.*+@ 49 President and Chief 1974 1,089 .56
(1) Executive Officer
of Bank of Zachary
CLASS I (Directors whose term expires 1997)
Hardee M.Brian*# 68 Agribusiness 1982 840 .43
Winston E. Canning*+@ 50 Executive Vice President 1984 1,032 .53
(1) of Bank of Zachary
Howard L. Martin,M.D.# 68 Surgeon 1974 567 .29
All directors and executive officers
as a group, 9 persons 11,627 6.00
# Member of Bank Audit Committee
* Member of Bank Finance Committee
+ Member of Bank Investment Committee
@ Member of Community Reinvestment Act Committee
(1) Shares beneficially owned by Mr. Bankston include 882 owned by
his wife. Mr. Canning's beneficially owned shares include 78 shares
which is in his minor child's name. Mr. Morris' beneficially owned
shares include 39 shares which is in his minor child's name.
(2) The Company retained Russell Bankston, Attorney at Law from
January 1, 1994 to September 30, 1994.
During 1994, The Company's Board of Directors held a total of
eight meetings. The Board of Directors of The Company has no
committees. The Bank's Board of Directors met twelve times in
1994. 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 forty-eight percent of the Finance Committee meetings.
Bank Directors were paid $300.00 per month board fee. Directors
are allowed two paid absences annually. All Directors received a
$1,000 retainer in 1994. The Board of Directors of the Bank has a
Finance Committee, Audit Committee, Investment Committee and
Community Reinvestment Act (CRA) Committee . The Finance Committee
met forty-two times during 1994 to consider loan applications
presented by the Bank's lending officers. Non-employee Finance
Committee members receive $2,400 annually. The Audit Committee met
three times during 1994. Maximum compensation per Audit Committee
member was $300 in 1994. The Investment Committee's responsibility
is to provide guidance in securities transactions. No compensation
is provided for members of this Committee. The CRA Committee which
provides direction and oversight to the applicable Federal Statutes
met three times in 1994, and received no compensation. 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.
OTHER TRANSACTIONS
In 1994, the Bank paid Russell Bankston, Attorney at Law a
$4,500 retainer. Mr. Bankston retired on September 30, 1994.
EXECUTIVE COMPENSATION
The following Compensation Table sets forth the Chief
Executive Officer's total compensation.
Summary Compensation Table
Annual Compensation
Name & Principal Year Salary1 Bonus1 Other2 All3
Position Annual Other
Comp. Comp.
1994 $92,410 $5,000 $10,170 $4,794
Harry S. Morris, Jr. 1993 88,773 5,000 10,709 4,394
CEO 1992 79,500 3,313 9,841 3,594
1 Salary & Bonus - CEO Morris' 1994 salary includes $6,350.28 deferred
compensation under Internal Revenue Code, Section 401(K), $4,786.60
automobile benefit, $777.60 country club dues and $1,455.28 disability
insurance premium.
2 Other Annual Compensation - Includes the following:
1994 1993 1992
Bank Contributions to
401(k) Savings Plan
CEO Morris $2,780 $2,701 $1,656
Bank Contribution to
Employee Profit Sharing Plan
CEO Morris $7,390 $8,008 $8,185
3 All Other Compensation - Includes the following:
1994 1993 1992
Directors Compensation
CEO Morris $4,600 $4,200 $3,400
Term Life Insurance
CEO Morris 194 194 194
FINANCIAL STATEMENTS
The consolidated financial statements, management's discussion
and analysis of financial condition and results of operations
included in Zachary Bancshares, Inc. Annual Report to shareholders
for the year ended December 31, 1994 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.
ACCOUNTING SERVICES
The independent public accounting firm retained by the Board
of Directors is Hannis T. Bourgeois & Co., L.L.P., (HTB) Certified
Public Accountants . HTB has served as 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 1994 including financial
statement examinations, consultations relevant to regulatory
filings, and preparation of various Federal Tax filings. The
accounting firm also performed professional services in 1994 as
deemed necessary by Management. It is expected that HTB will be
retained as accountants by The Company for the year 1995 performing
primarily the same services performed in 1994.
P L E A S E S I G N A N D R E T U R N
Y O U R P R O X Y I M M E D I A T E L Y
IN THE ENCLOSED PRE-ADDRESSED POSTAGE PAID ENVELOPE
PROXY
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
ZACHARY BANCSHARES, INC.)
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned hereby
names, constitutes and appoints Leonard Aguillard or Russell
Bankston, with full power of substitution, as attorney and proxy to
appear and vote all of the shares of stock outstanding in my name
at the annual Meeting of the Shareholders of Zachary Bancshares,
Inc. to be held at 4700 Main Street, Zachary, Louisiana on
Thursday, April 13,1995, at 2:30 P.M., and at any and all
adjournments thereof; and the undersigned hereby revokes any and
all previously executed proxies.
The undersigned hereby instructs the said attorney and
proxy to vote said shares as follows:
To vote FOR the nominations and election to the Board of
Directors nominees named in the Proxy Statement dated March 14,
1995, accompanying the Notice of said meeting and this Proxy
namely:
Class II Directors
_________ ________ _______ (Term expires 1998)
Authority Authority Abstain
Granted Withheld Russell Bankston
Albert C. Mills, III
Sam Johnson
ANY SHAREHOLDER MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY
LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.
ANY PROXY WHICH IS EXECUTED BY THE SHAREHOLDER IN SUCH A MANNER AS
NOT TO WITHHOLD AUTHORITY, TO VOTE FOR, OR ABSTENTION SHALL BE
DEEMED TO GRANT SUCH AUTHORITY.
To transact any other business that may properly come before
the meeting.
The Board of Directors of Zachary Bancshares, Inc. does not
know, as of the time this Proxy is solicited, of any other matters
which may be presented at the meeting; however, if any such other
matters should come before the meeting, IT IS THE INTENTION OF THE
PERSON NAMED IN THIS PROXY TO VOTE THE PROXY IN ACCORDANCE WITH HIS
BEST JUDGMENT, UNLESS SUCH AUTHORITY IS WITHHELD.
The undersigned hereby acknowledges receipt of the Proxy
Statement submitted with this Proxy by the Board of Directors of
Zachary Bancshares, Inc., dated March 14, 1995, and acknowledges
that, unless authority is withheld or unless the contrary is so
specified above, the said attorney and proxy shall vote the shares
represented by this Proxy FOR, the nomination and election to the
Board of Directors as named above; and in his discretion in
accordance with his best judgment with respect to any other matters
presented at the meeting.
Dated and signed, on this____________________, 1995
______________________________________________
(Signature of Shareholder)
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY IN THE ENCLOSED
PRE-ADDRESSED STAMPED ENVELOPE