P R O X Y S T A T E M E N T
1 9 9 7
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
4700 Main Street
Zachary, LA 70791
1-504-654-2701
March 18, 1997
Dear Shareholders:
Your Board of Directors is pleased to invite you to attend
the Annual Meeting of Shareholders of Zachary Bancshares, Inc. on
April 17, 1997 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 1996 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 & CEO
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
4700 Main Street
Zachary, LA 70791
1-504-654-2701
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 17, 1997 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
10, 1997 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 10,
1997).
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
Harry S. Morris, Jr.
President and Chief Executive Officer
Zachary, Louisiana
March 18, 1997
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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 4700 Main
Street, Zachary, Louisiana, at 2:30 P.M. on Thursday, April 17,
1997.
The only shares that may be voted are the outstanding shares
of common stock at the close of business on March 10, 1997, 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 18, 1997.
Any shareholder proposals intended to be presented at the next
annual meeting (April 16, 1998) for inclusion in The Company's
Proxy Statement and form of Proxy relating to that meeting must be
submitted not later than December 10, 1997. 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, 1996, 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 10, 1997. The Company does
not, as of March 10, 1997, 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 10, 1997
cannot be voted.
EXECUTIVE OFFICERS
Director Morris, 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 50 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. President and 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. At the April 11, 1996 Shareholder meeting, former
Chairman Leonard Aguillard retired from the Companys Board of
Directors. Mr. Aguillard advised the Companys Board of his
retirement decision in 1995. The By-Laws provide for three classes
of directors, each class serving a three year term.
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Class I Directors will be elected at this meeting to serve until
2000, 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.
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.31,1996
Stock
CLASS I (DIRECTOR NOMINEES: TERMS EXPIRE 2000)
Hardee M.Brian*G 70 Agribusiness 1982 840
.43
Winston E. Canning*+ 52 Executive Vice President 1984 1,224
.63
(1) of Bank of Zachary
Howard L. Martin M.D.G 70 Surgeon 1974 567
.29
Class II (Directors whose terms expire 1998)
Russell Bankston*G 68 Retired Judge 1971 3,030
1.56
(1)
A. C. Mill,III,Ph.D.* 53 Portable Embryonics,Inc. 1986 1,959
1.00
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Shares
Percent Principal Occupation First
Beneficially of
Name Age or Employment Elected Owned as of
Common Director
Dec.31,1996 Stock
CLASS III (Directors whose terms expire 1999)
Harry S. Morris, Jr.* 51 President and Chief 1974 1,164
.60
(1) Executive Officer
of Bank of Zachary
Rodney S. JohnsonG 39 Insurance Agent 1991 100
.05
All directors and executive officers
as a group, 7 persons
8,899 4.59
G Member of Bank Audit Committee
* Member of Bank Finance Committee
+ Member of Bank Investment Advisory 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 270 shares which are in his
children's names. Mr. Morris' beneficially owned shares include 114 shares
which are in his children's names.
During 1996, The Company's Board of Directors held a total of six
meetings. The Board of Directors of The Company has no committees. The
Bank's Board of Directors met twelve times during 1996 with a special meeting
(for a total of 13). All Directors attended ninety-two 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-five percent of the
Board Meetings and fifty-five percent of the Finance Committee meetings. Bank
Directors were paid $300 per month board fee. Directors are allowed two paid
absences annually. All Directors received a $1,000 retainer in 1996. 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-three times during 1996 to consider loan
applications presented by the Bank's lending officers. Non-employee Finance
Committee members receive $2,400 annually. The Audit Committee met twice
during 1996. Maximum compensation per Audit Committee member was $200 in
1996. 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 1996, and received no
compensation. The various Committee memberships are indicated in the
preceding table.
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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.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table discloses the compensation paid during the past to
the Companys Chief Executive Officer and to its other executive officers.
Annual Compensation
Name & Principal Year Salary1 Bonus1 Other2
All3
Position Annual
Other
Comp.
Comp.
Harry S. Morris, Jr. 1996 $ 93,051 $7,500 $12,209
$36,798
President & CEO 1995 96,120 7,500 10,089
4,700
1994 93,024 5,000 10,170
4,794
Winston E. Canning 1996 $ 85,327 $7,500 $11,751
$34,309
Exec. Vice President 1995 84,139 7,500 8,944
4,750
1994 77,592 7,500 8,579
4,794
Mark Thompson
Vice President & Cashier 1996 $ 76,650 $7,500 $10,108
$26,709
1995 76,623 7,500 8,386
3,750 1994 69,830 5,000 8,012
3,794
1Salary & Bonus -
Mr. Morris' 1996 salary included $8,489.30 deferred compensation under
Internal Revenue Code, Section 401(K), $2,939.70 automobile benefit and
$1,526.62 disability insurance premium.
Mr. Cannings 1996 salary included $9,305.35 deferred compensation under
Internal Revenue Code, Section 401(K), $604.06 automobile benefit, $870.22
Country Club benefit, and $1,1711.29 disability insurance premium.
Mr. Thompsons 1996 salary included $9,223.67 deferred compensation under
Internal Revenue Code, Section 401(K), $75.00 automobile benefit, and
$1,350.48 disability insurance premium.
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2Other Annual Compensation - Includes the following Bank Contributions to:
1996 1995 1994
Mr. Morris
401(K) Savings Plan $ 3,484 $ 2,780 $ 2,701
Employee Profit Sharing Plan $ 6,605 $ 7,390 $ 8,008
Mr. Cannings
401(K) Savings Plan $ 4,172 $ 3,079 $ 2,345
Employee Profit Sharing Plan $ 7,339 $ 5,865 $ 6,234
Mr. Thompsons
401(K) Savings Plan $ 3,699 $ 2,946 $ 2,246
Employee Profit Sharing Plan $ 6,409 $ 5,440 $ 5,766
3All Other Compensation - Includes the following:
1996 1995 1994
Mr. Morris
Director Compensation $ 4,600 $ 4,600 $ 4,600
Term Life Insurance 150 194 194
Terminated Accrued Leave Plan 32,198 - -
Mr. Cannings
Director Compensation $ 4,600 $ 4,600 $ 4,600
Term Life Insurance 150 150 194
Terminated Accrued Leave Plan 29,559 - -
Mr. Thompsons
Board Advisory Compensation $ 3,600 $ 3,600 $ 3,600
Term Life Insurance 150 150 194
Terminated Accrued Leave Plan 22,959 - -
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, 1996 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 1996 including financial statement
examinations, consultations relevant to regulatory filings, and preparation
of various Federal Tax filings. The accounting firm also performed
professional services in 1996 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 1997 performing primarily the same services rendered in
1996.
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___________________________________________________________
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
____________________________________________________________
(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 Russell Bankston or Rodney S. Johnson,
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 17, 1997, 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 18, 1997, accompanying
the Notice of said meeting and this Proxy namely:
Class I Directors
(Term expires 2000)
Authority Authority Abstain
Granted Withheld Hardee M. Brian
Winston E. Canning
Howard L. Martin
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 18, 1997, 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____________________, 1997
_______________________________________
(Signature of Shareholder)
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY
IN THE ENCLOSED PRE-ADDRESSED STAMPED ENVELOPE