UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
BOL BANCSHARES, INC.
_____________________________________
(Name of Registrant as Specified in Its Charter)
____________________________________________________________
(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)(4)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:
BOL BANCSHARES, INC.
300 St. Charles Avenue
New Orleans, Louisiana 70130
March 9, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 10, 2001
You are hereby notified that the Annual Meeting of Shareholders of BOL
BANCSHARES, INC. (the "Company") will be held at 300 St. Charles Avenue,
4th Floor, New Orleans, Louisiana, on Tuesday April 10, 2001 at 3:00 p.m.
for the following purposes:
1. To elect 7 directors to the Board of Directors;
2. To approve an amendment to BOL Bancshares, Inc. Articles of
Incorporation to include a provision to eliminate or limit the personal
liability of a director or officer;
3. To transact such other business as may properly come before the Annual
Meeting. Management is not aware of any other business, other than
procedural matters incident to the conduct of the Annual Meeting.
Only holders of Common Stock of record at the close of business on
February 23, 2001 are entitled to notice of, and to vote at, the Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Edward J. Soniat
Secretary
BOL BANCSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2001
GENERAL INFORMATION
This Proxy Statement is furnished to the holders of common stock,
$1.00 par value per share ("Common Stock"), of BOL BANCSHARES. INC. ("BOL
BANCSHARES") in connection with the solicitation of proxies by the Board of
Directors (the "Board") of BOL BANCSHARES to be used at the Annual Meeting
of Shareholders (the "Annual Meeting"). The Meeting will be held on April
10, 2001 at 3:00 p.m. at 300 St. Charles Avenue, New Orleans, Louisiana.
The approximate mailing date on which this Proxy Statement, the
accompanying proxy card and Annual Report to Stockholders (which is not
part of BOL BANCSHARES' soliciting materials) are being mailed is March 9,
2001. The cost of soliciting proxies will be borne by BOL BANCSHARES.
The proxy solicited hereby, if properly signed and returned to BOL
BANCSHARES and not revoked prior to its use, will be voted in accordance
with the instructions contained thereon. If no contrary instructions are
given, each proxy received will be voted "for" the proposals described
herein. Any shareholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) filing written notice thereof with
either G. Harrison Scott or James A. Comiskey, BOL BANCSHARES, INC. 300 St.
Charles Avenue, New Orleans, Louisiana 70130; (ii) appearing at the Annual
Meeting or and giving notice of his or her intention to vote in person.
Proxies solicited hereby may be exercised only at the Annual Meeting or at
any adjournment thereof and will not be used for any other meeting.
Only shareholders of Common Stock of record at the close of business
on February 23, 2001 (the "Record Date") will be entitled to vote at the
Annual Meeting. On the Record Date, there were 179,145 shares of Common
Stock issued and outstanding and approximately 655 shareholders. Each
share of Common Stock is entitled to one vote at the Annual Meeting.
Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the nominees
described in this Proxy Statement. The proxy also confers discretionary
authority upon the persons named therein, or their substitutes, with
respect to any other matter that may properly come before the Annual
Meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
There are currently 7 directors serving on the Board, and 7 directors
are to be elected at the Annual Meeting to serve for the year 2001 expiring
on the second Tuesday of April, 2002 or until the successors are duly
elected and qualified for the transaction of any business.
In the event that any elected candidate is unable to serve his
candidacy, the Board reserves the right to appoint a replacement until the
next annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS
DIRECTORS.
EXECUTIVE OFFICERS & PRINCIPAL SHAREHOLDERS
The following table lists the 7 nominees for director and the age of
each, position held, the number of shares of Common and Preferred stock of
the Company, the percent thereof beneficially owned by each nominee as of the
close of business December 31, 2000 and the principal occupation for the last
five years.
Principal
Occupation
For
Company Stock Beneficially Owned Last Five
Years
Common Preferred If Not With
The
Name (Age) Position Number Percent Number Percent Company
Held
G. Harrison Scott Director; 58,480 32.64% 104,798 4.55% N/A
(77) Chairman of the
Board of the
Company and the Bank
James A. Comiskey Director; 36,559 20.41% (1) 101,520 4.41% N/A
(74) President of the
Company and the Bank
Douglas A. Director of 2,740 1.53% (2) 18,537 (*) President,
Schonacher the
(70) Company and the Bank V.I.P. Dist.
Gordon A. Burgess Director of 1,015 (*) 36,164 1.57% President,
the
(67) Company and the Bank Tangipahoa
Parish
Council
Lionel J. Favret, Director of 571 (*) 31,656 1.38% Retired
Sr. the
(89) Company and the Bank
Leland L. Landry Director of 3,800 2.12% 2,387 (*) President,
the
(74) Company and the Bank Landry
Realty
Edward J. Soniat Director of 9,495 5.30% 249,448 10.83% President,
the
(88) Company and the Bank Blaise
and Secretary of the Parking
Company Enterprise
Corp.
Principal
Occupation
For
Company Stock Beneficially Owned Last Five
Years
Common Preferred If Not With
The
Name (Age) Position Number Percent Number Percent Company
Held
Non-Director Executive
Officers
Peggy L. Treasurer of 50 (*) 2,772 (*) N/A
Schaefer
(49) the Company and Senior
Vice President, and Chief
Financial Officer of the
Bank
All Directors & Executive 112,710 62.92% 547,282 23.77%
Officers
as a group (8 persons)
(*) Represents less than 1% of the shares outstanding.
(1) Includes 47 common shares and 2,661 preferred shares owned by Director
Comiskey's spouse.
(2) Includes 2,525 common shares and 9,213 preferred shares owned by
Director Schonacher's spouse.
Directors of the Company each serve for a term of one year.
Messrs. Scott, Comiskey, Favret, and Soniat have served as directors
since 1981. Messrs. Burgess, Landry, and Schonacher have served as
directors since 1988. Mr. Scott has served as Chairman of the Board of the
Company since 1981. Mr. Soniat has served in his capacity as Secretary of
the Company since 1988. Ms. Schaefer has served in her capacity as
Treasurer of the Company since 1988 and as a Bank officer since 1983.
No family relationships exist among the current directors or executive
officers of the Company or the Bank, and, except for service as directors
of the Company, no director of the Company is a director of any other
company with a class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(b) of that act or
any company registered as an investment company under the Investment
Company Act of 1940.
The Company does not have standing nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions. In lieu thereof, the Board of Directors as a group performs the
foregoing functions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 2000, the following persons were known to be the
beneficial owners of more than 5% of the Company's stock.
Name & Address Of Title Of Amount Beneficially Percent
Beneficial Owners Class Owned Of Class
G. Harrison Scott Common 58,480 32.64%
55481 Hwy. 433 Preferred 104,798 4.55%
Slidell, LA 70461
James A. Comiskey Common 36,559 (1) 20.41%
1100 City Park Preferred 101,520 4.41%
Ave.
New Orleans, LA
70119
Edward J. Soniat Common 9,495 5.30%
49 Oriole Street Preferred 249,448 10.83%
New Orleans, LA
70124
(1) Includes 47 common shares and 2,661 preferred shares owned by Director
Comiskey's spouse.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company pays no salaries or other compensation to its directors
and executive officers. The Bank pays each director, other than Messrs.
Scott and Comiskey, an honorarium for attending each meeting of the Board
of Directors, and each meeting of the Bank's Audit and Finance Committee
and Executive Committee, in the amount of $400, $300, and $300,
respectively.
From October 1, 1990, through June 30, 1992, the director-recipients
loaned these honorariums to the Company. The total amount loaned to the
Company since October 1, 1990, and as of December 31, 2000, was $545,652,
including accrued and unpaid interest at the rate of 10% per annum. At
this time, there is no maturity date on these loans.
The following table sets forth compensation for the Bank's executive
officers for the calendar years 2000, 1999, and 1998:
Annual Compensation
Other
Annual All Other
Name and Principal Year Salary Compensation Compensation
Position ($) ($) ($)
G. Harrison Scott, 2000 89,800 41,000 19,494
Chairman of the 1999 93,254 41,000 19,494
Board 1998 89,800 20,500 19,494
James A. Comiskey, 2000 89,800 41,000 19,000
President 1999 93,254 41,000 19,000
1998 89,800 20,500 19,000
In addition to the cash compensation shown in the foregoing table, the
Bank provides an automobile and certain club memberships for Messrs. Scott
and Comiskey. The Bank also provides life insurance policies for Messrs.
Scott and Comiskey. Upon the death of the insured, the Company is entitled
to receive, from the death proceeds, all of the premiums it has paid for
such policy, but in no event more than $150,000 per man, with the remaining
death benefit being paid to the named beneficiary. The Bank has also
provided Messrs. Scott and Comiskey with life insurance policies in which
each is entitled to name their own respective beneficiaries. The cost of
these benefits borne by the Bank in 2000 were $19,494 for Mr. Scott's
policy and $19,000 for Mr. Comiskey's policy as reflected in the "All Other
Compensation" column in the foregoing table.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
During fiscal year 2000, the Board of Directors of the Company held a
total of 5 meetings, and the Board of Directors of the Bank held a total of
12 meetings. Each director attended at least 75% of the aggregate of the
meetings of the Board of Directors and of the committees on which such
director served. Neither the Board of Directors of the Company nor the
Bank has a standing compensation committee or committee performing similar
functions. In lieu thereof, the Board of Directors as a group performs the
foregoing function.
The Board of Directors of the Bank has an Audit and Finance Committee.
This committee also serves as the Audit and Finance Committee for the
Company. It is a five-member body consisting of three permanent members
and two rotating members.
The permanent members are Messrs. Favret (chairman), Landry, and Soniat.
The two rotating members are Messrs. Burgess, and Schonacher.
By its charter, this committee meets monthly on the first Tuesday of
the month. The Audit and Finance Committee reviews information from
management; reviews financial and delinquency reports; reviews the work
performed by the Bank's internal auditor and by the independent certified
public accountant firm. In addition this committee also
reviews capital expenditures in excess of $5,000; analyzes the Loan Loss
Reserve adequacy; and approves charge offs. The Audit and Finance
Committee met 12 times in 2000.
The Audit and Finance Committee discloses the following:
1. They have reviewed and discussed the audited financial statements
with management, and with the independent auditors.
2. They have received a letter and written disclosure from the
independent auditors, and have discussed the independence of the
auditors.
3. They have recommended to the Board of Directors that the financial
statements prepared by the independent auditors be included in the
Annual Report.
The Bank also has an Executive Committee consisting of five permanent
members and two rotating members. The permanent members of the Executive
Committee in 2000 were Messrs. Scott (chairman), Comiskey, Favret, Soniat,
and Burgess, and the rotating members were selected from Messrs. Landry,
and Schonacher. The Executive Committee formulates policy matters for
determination by the Board of Directors and reviews financial reports, loan
reports, new business, and other real estate owned information. The
Executive Committee met 26 times in 2000.
CERTAIN TRANSACTIONS
The Bank makes loans in the ordinary course of business to its
directors and executive officers, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and do not involve more
than the normal risk of collectability or present other unfavorable
features.
The aggregate amount borrowed by all officers, directors, and their
associates totaled $817,717 at December 31, 2000 and the highest aggregate
amount borrowed during the year totaled $1,449,672. These aggregate
amounts represented 10.77% and 19.09% of the total capital of the Bank,
respectively.
On September 30, 1991, the Bank purchased a four-story building
located at 300 St. Charles Avenue from the RTC for a price of $402,500.
The building serves as the Bank's main office. The purchase was financed
by a loan from Mr. Soniat to the Company, which in turn sold the building
to the Bank. As of December 31, 2000, there was a balance of $62, 073 in
principal and accrued but unpaid interest on the loan, which bears interest
at the rate of 13.50% per annum. The loan matured on September 30, 1996,
however, Mr. Soniat agreed to renew this loan at the same interest rate and
repayment schedule, on a month-to-month basis, which unless changed, would
fully amortize such loan on September 30, 2006.
The Bank leases office space from Severn South Partnership and Tammany
Mall Partnership. The general partners of these Partnerships are majority
shareholders in BOL BANCSHARES, INC. Rent paid to Severn South Partnership
for the years ended December 31, 2000, 1999 and 1998 totaled $478,970,
$490,244, and $479,388 respectively. An annual rent of $74,400 was paid to
Tammany Mall Partnership for the years ended December 31, 2000, 1999 and
1998.
PROPOSAL TWO
AMENDMENT TO ARTICLES OF INCORPORATION
The Board has unanimously approved and recommended that the
shareholders of BOL Bancshares approve an amendment to BOL Bancshares'
Articles of Incorporation.
NOTICE IS FURTHER GIVEN that the shareholders will be called upon to
ratify a resolution by the Board of Directors of BOL Bancshares, Inc. to
amend the Articles of Incorporation to include the following provision, to
be added to Article Nine of the present Articles of Incorporation, and
designated as Section I thereof:
The Articles of Incorporation of this corporation shall and do hereby
include a provision eliminating or limiting the personal liability of
a director or officer to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director or
officer, provided that such provision shall not eliminate or limit the
liability of a director or officer (a) for any breach of the
director's or officer's duty of loyalty to the corporation or its
shareholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law; (c)
for liability under R.S. 12:92(D); or (d) for any transaction from
which the director or officer derived an improper personal benefit.
The purpose of the ratification is to conform with present Louisiana
law regarding the liability of officers and directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO ELIMINATE OR LIMIT
THE PERSONAL LIABILITY OF A DIRECTOR OR OFFICER.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
LaPorte, Sehrt, Romig and Hand, Certified Public Accountants perform
all audit services for the Company and the subsidiary. The same firm will
be retained to perform audit services in 2001.
A representative from LaPorte, Sehrt, Romig and Hand is expected to be
present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and is expected to be available to
respond to appropriate questions from shareholders.
STOCKHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal to be considered at
the next annual meeting of shareholders must submit that proposal to the
Board of Directors at least 120 days before the mailing date for proxy
solicitation material, i.e., November 10, 2001.
FORM 10-K
A copy of the Company's Annual Report filed with the Securities and
Exchange Commission will be furnished without charge by contacting BOL
BANCSHARES, INC. 300 St. Charles Avenue, New Orleans, LA 70130; Attention
Accounting Department. (504-889-9465)
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
Of
BOL BANCSHARES, INC.
300 St. Charles Avenue, New Orleans, LA 70130
Notice is hereby given that the annual meeting of shareholders of
common stock of BOL Bancshares, Inc. will be held on the 4th Floor, 300 St.
Charles Avenue, New Orleans, LA. on Tuesday, April 10, 2001 at 3:00 p.m.
for (1.) the election of Directors to serve for the ensuing year, (2.) to
approve an amendment to BOL Bancshares, Inc. Articles of Incorporation to
include a provision to eliminate or limit the personal liability of a
director or officer, and (3.) to transact such other business as may
properly come before the meeting.
Please sign and return the Proxy Statement on the reverse hereof
whether or not you plan to attend the meeting. Should you actually attend,
you may withdraw the Proxy and vote in person.
This Proxy is being solicited in behalf of the Board of Directors and
the cost thereof is to be paid by the Corporation.
/s/ Peggy L. Schaefer
Peggy L. Schaefer
Treasurer
March 9, 2001
(Continued and to be signed on the other side)
PROXY PROXY SOLICITED BY THE BOARD OF DIRECTORS OF BOL BANCSHARES,INC.
I, the undersigned shareholder of BOL Bancshares, Inc., New Orleans,
Louisiana, do hereby nominate, constitute and appoint G. Harrison Scott and
James A. Comiskey, or either of them, as my agent and attorney-in-fact with
power of substitution to vote for me in my name, place and stead all of the
votes I would be entitled to vote, if I were personally present at the
meeting in the main banking office in New Orleans on Tuesday, April 10,
2001 at 3:00 p.m. or any adjournment thereof and granting to my said agent
and attorney-in-fact full discretion in the premises. Further, I retain
the right to revoke, in writing, or in person at anytime prior to the
execution thereof.
1. The election of seven (7) Directors as set forth below,
For All Nominees Listed Below [ ] Withhold Authority [ ] Abstain [ ]
(Instructions: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
NOMINEES FOR DIRECTOR: G. Harrison Scott, James A. Comiskey, Douglas A.
Schonacher, Gordon A. Burgess, Lionel J. Favret, Sr., Leland L. Landry and
Edward J. Soniat.
2. The approval of a proposed amendment to the Articles of Incorporation
to include a provision to eliminate or limit the personal liability of
a director or officer.
FOR [ ] Against [ ] Abstain [ ]
3. Any other matters which may properly come before said meeting.
__________________________
Signature
__________ ________________
Date Number of Shares