P R O X Y S T A T E M E N T
1 9 9 8
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
1-504-654-2701
March 17, 1998
Dear Shareholders:
Your Board of Directors is pleased to invite you to attend the Annual Meet
ing of Shareholders of Zachary Bancshares, Inc. on April 16, 1998 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 1997 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 acti
vities of The Company and comment on future plans. Thank you for your in
terest 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.
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
16, 1998 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 09, 1998 will
be entitled to receive notice of and to vote at this meeting. Each share
holder will be entitled to one (1) vote for each share of stock outstanding
as of the record date (March 09, 1998).
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 revo
cation 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 17, 1998
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 16,
1998.
The only shares that may be voted are the outstanding shares of common stock
at the close of business on March 09, 1998, 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 17, 1998.
Any shareholder proposals intended to be presented at the next annual meet
ing (April 15, 1999) for inclusion in The Company's Proxy Statement and form
of Proxy relating to that meeting must be submitted not later than December
09, 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 mail
ing 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 HERE
BY, 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 COM
MISSION 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 RE
QUESTS 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 bus
iness 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 bonafide 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, 1997, 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
09, 1998. The Company does not, as of March 09, 1998, have any principal
shareholder(s) (an individual or entity who owns more than 5% of the out
standing shares). Shares held in The Company's Treasury on March 09, 1998
cannot be voted.
EXECUTIVE OFFICERS
Director Morris and Director Canning serve The Company and Bank as Exe
cutive Officers. Harry S. Morris, Jr. serves as Director and President and
CEO of The Company and the Bank. Winston E. Canning serves The Company as
a Director and Secretary and the Bank as a Director and Chief Lending Officer.
Mark Thompson who served The Company as Treasurer and the Bank as Vice Presi
dent and Cashier resigned both on August 29, 1997.
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 provi
de for three classes of directors, each class serving a three year term.
Class II Directors will be elected at this meeting to serve until 2001 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 nomi
nee 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 una
vailable.
The information set forth below and on the following page as to age, prin
cipal 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. Un
less 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.31,1997 Stock
Class II (DIRECTOR NOMINEES: TERMS EXPIRE 2001)
Russell Bankston*G^+ 69 Retired Judge 1971 3,030 1.56
(1)
Albert C. Mill, III, Ph.D.* 54 Portable
Embryonics,Inc. 1986 1,959 1.00
Shares Percent
Principal Occupation First Beneficially of
Name Age or Employment Elected Owned as of Common
Director Dec.31,1997 Stock
CLASS III (Directors whose terms expire 1999)
Harry S. Morris, Jr.*^ 52 President and Chief 1974 1,164 .60
(1) Executive Officer
of Bank of Zachary
Rodney S. JohnsonG+ 40 Insurance Agent 1991 100 .05
Class I (Directors whose terms expire 2000)
Hardee M. Brian*G 71 Agribusiness 1982 840 .43
Winston E. Canning*^ 53 Executive Vice
(1) President of Bank
of Zachary 1984 1,224 .63
Howard L. Martin,M.D.G^71 Surgeon 1974 567 .29
All directors and executive officers
as a group, 7 persons 8,884 4.56
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 1997, 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 1997. All Directors attended eighty-three
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 Driectors on which
they served with the exception of A. C. Mills, III who attended sixth-two per
cent 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 1997. The Board of Directors fo the Bank has a
Finance Committee, Audit Committee, Investment Committee and Community Reinvest
ment Act (CRA) Committee. The Finance Committee met forty-two times during 1997
to consider loan applications presented by the Bank's lending officers. Non-
employee Finance Committee members receive $2,400 annually. The Audit Com
mittee met once during 1997. Maximum compensation per Audit Committee member
was $200 in 1997. The Investment Committee's responsibility is to provide guid
ance 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 1997, and received no compen
sation. 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.
EXECUTIVE COMPENSATION
The fillowing table disclosed the compensation paid during the last three
fiscal years, to The Company's Chief Executive Officer and its other executive
officer.
Summary Compensation Table
Annual Compensation
Name & Principal Year Salary1 Bonus1 Other2 All3
Position Annual Other
Comp. Comp.
Harry S. Morris, Jr 1997 $93,074 $5,758 $10,807 $ 4,750
President & CEO 1996 93,051 7,500 12,209 36,798
1995 96,120 7,500 10,089 4,750
Winston E. Canning 1997 $83,729 $5,230 $ 9,991 $ 4,750
Exec. Vice President 1996 85,327 7,500 11,751 34,309
1995 84,139 7,500 8,944 4,750
1Salary & Bonus -
Mr. Morris' 1997 salary included $9,434.20 deferred compensation under Inter
nal Revenue Code, Section 401(K), $2,962.51 automobile benefit and $1,526.62
disability insurance premium.
Mr. Canning's 1997 salary included $6,150.34 deferred compensation under In
ternal Revenue Code, Section 401(K), $775.27 automobile benefit, $777.60
Country Club benefit, and $1,711.29 disability insurance premium.
2Other Annual Compensation - Includes the following Bank Contributions to:
1997 1996 1995
Mr. Morris'
401(K) Savings Plan $ 3,302 $ 4,245 $ 3,484
Employee Profit Sharing Plan $ 7,505 $ 7,964 $ 6,605
Mr. Canning's
401(K) Savings Plan $ 3,075 $ 4,172 $ 3,079
Employee Profit Sharing Plan $ 6,916 $ 7,339 $ 5,865
3All Other Compensation - Includes the following:
1997 1996 1995
Mr. Morris'
Director Compensation $ 4,600 $ 4,600 $ 4,600
Term Life Insurance 150 150 194
Accrued Leave Plan - 32,198 -
Mr. Canning's
Director Compensation $ 4,600 $ 4,600 $ 4,600
Term Life Insurance 150 150 150
Accrued Leave Plan 2,166 29,559 -
FINANCIAL STATEMENTS
The consolidated financial statements, management's discussion and analy
sis of financial condition and results of operations included in Zachary Banc
shares, Inc. Annual Report to shareholders for the year ended December 31,
1997 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 expect
ed that a representative of HTB will be present at the Shareholders' Meeting.
HTB performed audit services in 1997 including financial statement exam
inations, consultations relevant to regulatory filings, and preparation of
various Federal Tax filings. The accounting firm also performed professional
services in 1997 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 1998 performing primarily the same services rendered in 1997.
____________________________________________________________
PLEASE SIGN
AND RETURN
YOUR PROXY
IMMEDIATELY
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, con
stitutes and appoints Russell Bankston or Rodney S. Johnson, with full power of
subsitution, 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, 1998, 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 17, 1998, accompanying the Notice of
said meeting and this Proxy namely:
Class II Directors
(Term expires 2001)
Authority Authority Abstain Russell Bankston
Granted Withheld Albert C. Mills, III, Ph.D.
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 meet
ing, 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 receiptof the Proxy Statement submitted
with this Proxy by the Board of Directors of Zachary Bancshares, Inc. dated
March 17, 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________,1998
__________________________
(Signature of Shareholder)
PLEASE SIGN AND RETURN YOUR PROXY IMMEDIATELY
IN THE ENCLOSED PRE-ADDRESSED STAMPED ENVELOPE