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)(1)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 11, 2006
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 11, 2006
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 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 24, 2006 are entitled to notice of, and to vote at, the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
Henry L. Klein
Secretary
New Orleans, Louisiana
March 10, 2006
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 11, 2006
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 11, 2006 at 3:30 p. m., or 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 10, 2006. 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 or any adjournment thereof and will not be used for any other meeting.
VOTING
Only shareholders of record at the close of business on February 24,
2006 (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
The Company does not have a standing nominating committee of the Board
of Directors or committees performing similar functions and does not have a
charter. At the Board of Directors meeting of the Company held on January 10,
2006, the nominating committee for 2006 was unanimously approved with Mr. Crow
serving as Chairman and Messrs. Klein and LaBiche serving as members of the
committee. Mr. Crow, as Chairman of the nominating committee presented the
report of that Committee nominating the current 6 directors serving on
the Board of Directors of the Company.
Those 6 directors are to be elected at the Annual Meeting to serve for
the year 2006 expiring on the second Tuesday of April, 2007 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 82 Director; Chairman of the Board of the 1981
Company and the Bank and President of the
Company and the Bank
Franck F. LaBiche 60 Director of the Company and the Bank 2004
President, Executone Systems Co. of La.Inc.
Henry L. Klein 61 Director of the Company and the Bank 2004
and Secretary of the Company
Attorney at Law, Klein Daigle, L.L.C.
Johnny C. Crow 55 Director of the Company and the Bank 2005
Insurance Agent, New York Life Ins. Co.
Sharry R. Scott 35 Director of the Company and the Bank 2005
Assistant Attorney General, Office of the
Attorney General, Louisiana Dept. of Justice
Louise Comiskey Bryan 41 Director of the Company and the Bank 2005
Volunteer
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 Sharry R. Scott.
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, 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 2005, 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 except one director attended 50% which
was primarily due to Hurricane Katrina evacuation from the city.
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 2005, 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 except one director attended 33% which was primarily due to Hurricane
Katrina evacuation from the city.
The Board of Directors of the Bank has an Executive Committee consisting
of six permanent members. The permanent members of the Executive Committee in
2005 were Messrs. Scott (chairman), Crow, Klein, LaBiche, Ms. S. Scott, and Ms.
L. Bryan. 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
25 times in 2005.
The Board of Directors of the Bank does have an Audit and Finance
Committee and does not have a charter. 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 11 times in 2005.
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 as issued by the independent auditors be included in the Annual
Report.
The permanent members of the Audit and Finance Committee were Messrs.
LaBiche (chairman), Klein, and Crow, and the rotating members were selected
from Ms. S. Scott, and Ms. L. Bryan.
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 53 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.
Company Stock Beneficially Owned as of
February 24, 2006 (1)
Common Preferred
Name of Beneficial Owner Number Percent Number Percent
Edward J. Soniat 10,381 5.79% 257,326 12.15%
Directors:
G. Harrison Scott 76,482 42.69% (2) 157,673 7.45%
Franck F. LaBiche 500 - (*) - -
Henry L. Klein 500 - (*) - -
Johnny C. Crow 1,483 - (*) - -
Sharry R. Scott 7,151 3.99% - -
Louise Comiskey Bryan 0 - (*) - -
All Directors & Executive
Officers 86,241 48.14% 160,445 7.58%
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 302 common shares owned by Scott Family Limited Liability
Partnership, L.L.P.
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 Mr. Scott, 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, 2005, was $889,583, 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
officer for the calendar years 2005, 2004, and 2003. No other executive
officer received total compensation in excess of $100,000 during 2005.
Annual Compensation Long Term Compensation
Awards Payouts
Other Annual Restricted Stock Options/LTIP All Other
Name and Principal
Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
Position ($) ($) ($) ($) (#) ($) ($)
G. Harrison Scott,
2005 89,800 0 41,000 0 0 0 -
Chairman of the
2004 89,800 0 41,000 0 0 0 -
Board & President
2003 89,800 0 41,000 0 0 0 19,494
of the Bank
In addition to the cash compensation shown in the foregoing table, the
Bank provided an automobile to Mr. Scott. Annual compensation does not include
amounts attributable to miscellaneous benefits received by Mr. Scott. The cost
to the Bank of providing such benefits did not exceed 10% of the total annual
salary and bonus paid to Mr. Scott.
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, 2005,
one director had aggregate loan balances in excess of $60,000, which amounted
to approximately $615,000 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, 2005, there was a balance of $11,053 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. On September 1, 2004 for a price of $499,058, the Subsidiary Bank
purchased the two- story building from Tammany Mall Partnership which the Bank
was paying rent to. This building serves as the Bank?s Tammany Mall branch.
The Bank leased office space from Severn South 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,
2005, 2004 and 2003 totaled $410,012, $412,380, and $425,320 respectively.
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 2006, 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 2005 and for its reviews of
the Company?s unaudited interim financial statements included in Form 10-QSB
filed by the Company during 2005 was $50,063. The fees billed for 2004 were
$63,166.
Audit-Related Fees
The Company did not pay any fees to LaPorte, Sehrt, Romig & Hand for
assurance and related services during 2005 or 2004.
Tax Fees
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for tax
compliance, tax advice, and tax planning for 2005 were $12,120. The fees
billed for 2004 were $12,090.
All Other Fees
The aggregate fees billed by LaPorte, Sehrt, Romig & Hand for emergency
accounting services, post Hurricane Katrina, (after approval by the Securities
& Exchange Commission) for 2005 were $43,042. The fees billed for 2004 were
$0.
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 2006.
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, 2006.
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 11, 2006 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 10, 2006
(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 11, 2006 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 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, Franck F. LaBiche, Henry L. Klein,
Johnny C. Crow, Sharry R. Scott and Louise Comiskey Bryan.
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