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 12, 2005
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 12, 2005
at 3:30 p.m., for the following purposes, all of which are more completely set
forth in the accompanying Proxy Statement:
1. To elect four 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
27, 2005 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 14, 2005
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 12, 2005
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 12, 2005 at 3:30 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 14, 2005. 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 G. Harrison Scott, 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 27,
2005 (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 3 directors serving on the Board, and those 3
directors plus one Bank director are to be elected at the Annual Meeting to
serve for the year 2005 expiring on the second Tuesday of April, 2006 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 Director
Name Age Bank and Principal Occupation Since
G. Harrison Scott 81 Director; Chairman of the Board of the 1981
Company and President of the Bank
Douglas A. Schonacher 74 Director of the Company and the 1988
Bank and Secretary of the Company;
President, V.I.P. Distributors
Franck F. LaBiche 59 Director of the Bank and the Company 2004
President, Executone Systems Co. of La. Inc.
Henry L. Klein 60 Director of the Bank 2004
Attorney at Law, Klein Daigle, L.L.C.
No family relationships exist among the current directors or executive
officers of the Company or the Bank, and 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 2004, the Board of Directors of the Company held a
total of 5 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 2004, the Board of Directors of the Bank held a
total of 11 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 two permanent members and three rotating members. The permanent
members of the Executive Committee in 2004 were Messrs. Scott (chairman), and
Comiskey, and the rotating members were selected from Messrs. Schonacher,
Labiche, 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 2004.
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
2004.
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 consisted of Messrs. Schonacher (chairman),
LaBiche, 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
Name Age Bank and Principal Occupation
Peggy L. Schaefer 52 Ms. Schaefer has served as Treasurer of
the Company since 1988 and Senior Vice
President, and Chief Financial Officer since
1983 and Cashier of the Bank since 2004.
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.
Common Preferred
Name of Beneficial Owner Number Percent Number
Percent
Edward J. Soniat 10,381 5.79% 257,326
11.96%
Estate of James A. Comiskey 35,467 19.80% (3) 94,706
4.40%
Directors:
G. Harrison Scott 62,991 35.16% (2) 127,368
5.92%
Douglas A. Schonacher 2,740 1.53%(*)(4) 18,537 (*)
Franck F. LaBiche 500 - (*) - -
Henry L. Klein 500 - (*) - -
All Directors & Executive Officers 66,856 37.32% 148,677
6.91%
of the Company and the Bank as a
group (5 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 21,755 common shares owned by Scott Family Limited Liability
Partnership, L.L.P.
(3) Includes 47 common shares and 2,661 preferred shares owned by Mr.
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 paid 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, 2004, was $916,017, 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 2004, 2003, and 2002. No other executive officer
received total compensation in excess of $100,000 during 2004.
Annual Compensation Long Term Compensation
Awards Payouts
Restricted
Other Annual Stock Options/ LTIP All
Other
Name and Principal Year Salary Bonus Compensation Award(s) SARs Payouts
Compensation
Position ($) ($) ($) ($) (#) ($) ($)
G. Harrison Scott, 2004 89,800 0 41,000 0 0 0 -
Chairman of the 2003 89,800 0 41,000 0 0 0 19,494
Board 2002 89,800 0 41,000 0 0 0 19,494
James A. Comiskey, 2004 89,800 0 41,000 0 0 0 -
President 2003 89,800 0 41,000 0 0 0 19,000
2002 89,800 0 41,000 0 0 0 19,000
In addition to the cash compensation shown in the foregoing table, the
Bank provided 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.
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, 2004,
three of the directors had aggregate loan balances in excess of $60,000,
which amounted to approximately $1.8 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, 2004, there was a balance of $24,162 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 leased 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, 2004, 2003 and 2002 totaled $412,380,
$425,320, and $465,633 respectively. On September 1, 2004 for a price of
$499,058, the Subsidiary Bank purchased the building from which it was
operating a branch and paying rent to Tammany Mall Partnership. For the year
ended December 31, 2004, $49,600 was paid to Tammany Mall Partnership in rent
expense before the purchase. For the years ended December 31, 2003 and 2002,
$74,400 was paid to Tammany Mall Partnership in rent expense.
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 2005, 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 2004 and for its reviews
of the Company's unaudited interim financial statements included in Form 10-QSB
filed by the Company during 2004 was $63,166. The fees billed for 2003 were
$65,823.
Audit-Related Fees
The Company did not pay any fees to LaPorte, Sehrt, Romig & Hand for
assurance and related services during 2004 or 2003.
Tax Fees
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for tax
compliance, tax advice, and tax planning for 2004 was $12,090. The fees
billed for 2003 were $10,467.
All Other Fees
The Company did not pay any fees to LaPorte, Sehrt, Romig & Hand for
any other services rendered to the Company during 2004 or 2003.
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 2005.
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 11, 2005.
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.
<PAGE
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 12, 2005 at 3:30 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 14, 2005
(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 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 12, 2005 at 3:30 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 four (4) 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, Douglas A. Schonacher, Franck F.
LaBiche, and Henry L. Klein.
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