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 240.14a-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
(504) 592-0600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 13, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of BOL BANCSHARES, INC. (the "Company") will be held at 300 St.
Charles Avenue, 4th Floor, New Orleans, Louisiana, on Tuesday, April 13, 2004
at 4:00 p.m., for the following purposes, all of which are more completely set
forth in the accompanying Proxy Statement:
1. To elect six directors to the Board of Directors for a one-year term.
2. To ratify the appointment of Laporte, Sehrt, Romig and Hand, as the
Company's independent auditors.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. 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 28, 2004 are entitled to notice of, and to vote at, the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas A. Schonacher
Secretary
New Orleans, Louisiana
March 15, 2004
You are cordially invited to attend the Annual Meeting. It is important that
your shares be represented regardless of the number you own. Even if you plan
to be present, you are urged to complete, sign, date, and return the enclosed
proxy promptly in the envelope provided. If you attend the meeting, you may
vote either in person or by proxy. Any proxy given may be revoked by you in
writing or in person at any time prior to the exercise thereof.
BOL BANCSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 13, 2004
This Proxy Statement is furnished to the holders of Common Stock, $1.00
par value per share ("Common Stock"), of BOL BANCSHARES, INC. ("the Company")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of the Company to be used at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at 300 St. Charles Avenue, New Orleans, Louisiana
on Tuesday, April 13, 2004 at 4:00 p. m., and at any adjournment thereof for
the purposes set forth in the Notice of Annual Meeting of Shareholders.
The approximate mailing date on which this Proxy Statement, the
accompanying proxy card, and Annual Report to Stockholders (which is not part
of the Company's soliciting materials) are being mailed is March 15, 2004.
The cost of soliciting proxies will be borne by the Company.
The proxy solicited hereby, if properly signed and returned to the
Company 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 matters described below and upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. 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; or (ii) appearing at the Annual Meeting and giving
notice of his or her intention to vote in person. Proxies solicited hereby
may be exercised only at the Annual Meeting and any adjournment thereof and
will not be used for any other meeting.
VOTING
Only shareholders of record at the close of business on February 28,
2004 (the "Voting Record Date") will be entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. On the Record Date, there
were 179,145 shares of Common Stock outstanding and entitled to be voted at
the Annual Meeting. Each share of Common Stock is entitled to one vote at the
Annual Meeting on each matter properly presented 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.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
There are currently 6 directors serving on the Board, and 6 directors are
to be elected at the Annual Meeting to serve for the year 2004 expiring on the
second Tuesday of April, 2005 or until successors are duly elected and
qualified for the transaction of any business.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees for director listed
below. At this time, the Board of Directors knows of no reason why any of the
nominees listed below may not be able to serve as a director if elected. 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 following table presents information concerning the nominees for
director of the Company. Directors of the Company each serve for a term of one
year.
The Board of Directors recommends that you vote FOR the election of the
nominees for Directors.
Position with the Company and the
Bank and Principal Occupation Director
Name Age During the Past Five Years Since
G. Harrison Scott 80 Director; Chairman of the Board of 1981
the Company and the Bank
James A. Comiskey 77 Director; President of the Company 1981
and the Bank
Douglas A. Schonacher 73 Director of the Company and the 1988
Bank and Secretary of the Company;
President, V.I.P. Distributors
Lionel J. Favret, Sr. 92 Director of the Company and the 1981
Bank; Retired
Leland L. Landry 77 Director of the Company and the 1988
Bank; Retired; President,
Landry Realty
Shannon Scott Chouest 34 Director of the Company and the 2002
Bank; Executive Assistant - Sales,
Edison Chouest Offshore; ING Financial
Services; Aetna Investment Services;
Davis Selected Advisors
No family relationships exist among the executive officers of the
Company or the Bank. There is one family relationship that exists among the
current directors, that of Mr. G. Harrison Scott and his daughter Mrs. Shannon
Scott Chouest. Except for service as a director 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.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
The Company does not have standing audit, 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.
During fiscal year 2003, the Board of Directors of the Company held a
total of 4 meetings. Each director attended at least 75% of the aggregate of
the meetings of the Board of Directors.
The Bank 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.
During fiscal year 2003, the Board of Directors of the Bank held a total
of 14 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.
The Board of Directors of the Bank has an Executive Committee consisting
of three permanent members and three rotating members. The permanent members
of the Executive Committee in 2003 were Messrs. Scott (chairman), Comiskey,
and Favret, and the rotating members were selected from Messrs. Landry,
Schonacher, and Mrs. Chouest. 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 27 times in 2003.
The Board of Directors of the Bank does have an Audit and Finance
Committee. This committee meets monthly on the first Tuesday of the month.
By Bank policy, 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 charged off loans. The Audit and Finance Committee met 12 times in
2003.
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 Audit and Finance Committee consists of Messrs. Schonacher
(chairman), Landry, Favret, and Mrs. Chouest.
Non-Director Executive Officer
The following table presents information concerning the principal
occupation during the last five years of the executive officer of the Company
and the Bank who does not serve as a director.
Position with the Company and the
Bank and Principal Occupation
Name Age During the Past Five Years
Peggy L. Schaefer 51 Ms. Schaefer has served as Treasurer of
the Company since 1988 and Senior Vice
President, and Chief Financial Officer of
the Bank since 1983.
BENEFICIAL OWNERSHIP OF STOCK BY CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Voting Record Date, certain
information as to the Company Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d) (3) of
the Exchange Act, who or which was known to the Company to be the beneficial
owner of more that 5% of the issued and outstanding Stock, (ii) the directors
of the Company, (iii) all directors and executive officers of the Company and
the Bank as a group.
Company Stock Beneficially Owned as of
February 28, 2004 (1)
Common Preferred
Name of Beneficial Owner Number Percent Number Percent
Edward J. Soniat 10,381 5.79% 257,326 11.76%
Directors:
G. Harrison Scott 56,291 31.42% (2) 127,368 5.82%
James A. Comiskey 35,467 19.80% (3) 94,706 4.33%
Douglas A. Schonacher 2,740 1.53% (4) 18,537 (*)
Lionel J. Favret, Sr. 571 (*) 31,656 1.44%
Leland L. Landry 3,800 2.12% 2,387 (*)
Shannon Scott Chouest 7,826 4.37% - -
All Directors & Executive Officers 106,820 59.63% 277,426 12.68%
of the Company and the Bank as a
group (7 persons)
(*) Represents less than 1% of the shares outstanding.
(1) Based upon information furnished by the respective persons. Pursuant
to rules promulgated under the 1934 Act, a person is deemed to
beneficially own shares of stock if he or she directly or indirectly
has or shares (a) voting power, which includes the power to vote or to
direct the voting of the shares; or (b) investment power, which
includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, the named beneficial owner has sole voting
power and sole investment power with respect to the indicated shares.
(2) Includes 15,229 common shares owned by Scott Family Limited Liability
Partnership, L.L.P.
(3) Includes 47 common shares and 2,661 preferred shares owned by Director
Comiskey's spouse.
(4) Includes 2,525 common shares and 9,213 preferred shares owned by
Director Schonacher'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, a fee 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 fees to the Company. The total amount loaned to the Company
since October 1, 1990, and as of December 31, 2003, was $874,829, 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 2003, 2002, and 2001. No other executive
officer received total compensation in excess of $100,000 during 2003.
Annual Compensation Long Term Compensation
Awards Payouts
Restricted
Other Annual Stock Options/ LTIP All Other
Name and Principal Year Salary Bonus Compensation Award(s) SARs Payouts
Compensation
Position ($) ($) ($) ($) (#) ($) ($)
G. Harrison Scott, 2003 89,800 0 41,000 0 0 0 19,494
Chairman of the 2002 89,800 0 41,000 0 0 0 19,494
Board 2001 89,800 0 41,000 0 0 0 19,494
James A. Comiskey, 2003 89,800 0 41,000 0 0 0 19,000
President 2002 89,800 0 41,000 0 0 0 19,000
2001 89,800 0 41,000 0 0 0 19,000
In addition to the cash compensation shown in the foregoing table, the
Bank provides automobiles for Messrs. Scott and Comiskey. Annual compensation
does not include amounts attributable to miscellaneous benefits received by
Messrs. Scott and Comiskey. The cost to the Bank of providing such benefits
did not exceed 10% of the total annual salary and bonus paid to Messrs. Scott
and Comiskey. The Bank also provides 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 2003 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.
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY 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. At December 31,
2003, three of the directors had aggregate loan balances in excess of $60,000,
which amounted to approximately $1.1 million in the aggregate.
On September 30, 1991, the Company 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 former director Mr. Soniat to the Company, which in turn sold the
building to the Bank. As of December 31, 2003, there was a balance of $35,625
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, 2003, 2002 and 2001 totaled $425,320,
$465,633, and $478,080 respectively. An annual rent of $74,400 was paid to
Tammany Mall Partnership for the years ended December 31, 2003, 2002 and 2001.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed LaPorte, Sehrt,
Romig & Hand, independent certified public accountants, to perform the audit
of the Company's and the Bank's financial statements for the year 2004, and
further directed that the selection of auditors be submitted for ratification
by the shareholders at the Annual Meeting. LaPorte, Sehrt, Romig & Hand acted
as independent auditors of the Company and the Bank for the preceding year.
The Company has been advised by LaPorte, Sehrt, Romig & Hand that
neither that firm nor any of its associates has any relationship with the
Company or the Bank other than the usual relationship that exists between
independent certified public accountants and clients. LaPorte, Sehrt, Romig &
Hand will have one or more representatives at the Annual Meeting who will have
the opportunity to make a statement, if they so desire, and who will be
available to respond to appropriate questions.
AUDIT FEES
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for its
audit of the Company's annual financial statements for 2003 and for its
reviews of the Company's unaudited interim financial statements included in
Form 10-QSB filed by the Company during 2003 was $65,823. The fees billed for
2002 were $62,511.
Audit-Related Fees
The Company did not pay any fees to LaPorte, Sehrt, Romig & Hand for
assurance and related services during 2003 or 2002.
Tax Fees
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for tax
compliance, tax advice, and tax planning for 2003 was $10,467. The fees
billed for 2002 were $12,248.
All Other Fees
The Company did not pay any fees to LaPorte, Sehrt, Romig & Hand for any
other services rendered to the Company during 2003 or 2002.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of LaPorte, Sehrt, Romig & Hand as independent auditors for
the year 2004.
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 12, 2004.
FORM 10-KSB
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)
OTHER MATTERS
The Board of Directors knows of no other matters likely to be brought
before the Annual Meeting other than the matters described above in this Proxy
Statement. However, if any other matters should properly come before the
meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons
voting the proxies.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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 13, 2004 at 4:00 p.m. for (1.) the
election of Directors to serve for the ensuing year, (2.) to ratify the
appointment of Laporte, Sehrt, Romig and Hand as independent auditors, and
(3.) to transact such other business as may properly come before the meeting.
Please sign and return this 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 on behalf of the Board of Directors.
/s/Peggy L. Schaefer
Peggy L. Schaefer
Treasurer
March 15, 2004
(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 13, 2004 at 4:00
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 six (6) 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, Lionel J. Favret, Sr., Leland L. Landry, and Shannon Scott
Chouest.
2. To ratify the appointment of Laporte, Sehrt, Romig and Hand as the
independent auditors of BOL Bancshares.
FOR [ ] Against [ ] Abstain [ ]
3. Any other matters which may properly come before said meeting.
__________________________
Signature
__________ ________________
Date Number of Shares