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 8, 2008
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 8, 2008
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 five 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 23, 2008 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 7, 2008
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.
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BOL BANCSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 8, 2008
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 8, 2008 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 7, 2008.
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 23,
2008 (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 8,
2008, the nominating committee for 2008 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
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the report of that Committee nominating the current 5 directors serving on
the Board of Directors of the Company.
Those 5 directors are to be elected at the Annual Meeting to serve for
the year 2008 expiring on the second Tuesday of April, 2009 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 Bank of Director
Name Age Louisiana (the "Bank") and Principal Occupation Since
G. Harrison Scott 84 Director; Chairman of the Board of 1981
the Company and the Bank and President
of the Company and the Bank
Franck F. LaBiche 62 Director of the Company and the Bank 2004
President, Executone Systems Co. of La. Inc.
Henry L. Klein 63 Director of the Company and the Bank 2004
and Secretary of the Company
Attorney at Law
Johnny C. Crow 57 Director of the Company and the Bank 2005
Insurance Agent, New York Life Ins. Co.
Sharry R. Scott 37 Director of the Company and the Bank 2005
Assistant Attorney General, Louisiana
Department of Justice
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.
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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 2007, 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 2007, the Board of Directors of the Bank held a
total of 13 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 five permanent members. The permanent members of the Executive
Committee in 2007 were Messrs. Scott (chairman), Crow, Klein, LaBiche, and
Ms. S. Scott. The Executive Committee formulates policy matters for
etermination by the Board of Directors and reviews financial reports, loan
reports, new business, and other real estate owned information. The
Executive Committee met 29 times in 2007.
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 12 times in 2007.
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 member was Ms. S.
Scott.
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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 56
Ms. Schaefer has served as Treasurer of
the Company since 1988 and Senior Vice
President and Chief Financial Officer of
the Bank since 1996.
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 than 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 23, 2008 (1)
Common Preferred
Name of Beneficial Owner Number Percent Number Percent
Edward J. Soniat 10,381 5.79% 257,326 12.36%
Directors:
G. Harrison Scott (Direct) 41,941 23.41% 157,673 7.57%
G. Harrison Scott (Beneficial owner of
Scott Family, LLP) 55,992 31.26% - -
Franck F. LaBiche 500 - (*) - -
Henry L. Klein 500 - (*) - -
Johnny C. Crow 1,502 - (*) - -
Sharry R. Scott - - (2) - -
All Directors & Executive Officers 100,690 56.21% 160,445 7.70%
of the Company and the Bank as a
group (6 persons)
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(*) 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) Sharry R. Scott, through ownership of an interest in Scott Family, LLP,
owns 7,151 shares of common stock.
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. During the year 2006, the Company paid off
the loans to the former directors for a total of $563,091, including
principal and interest. There is one director who was not paid, and as of
December 31, 2007, the balance due was $367,483, 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 2007, 2006, and 2005. No other executive
officer received total compensation in excess of $100,000 during 2007.
Annual Compensation Long Term Compensation
Awards
Payouts
Other Annual Restricted Stock
Options/LTIP All Other
Name and Principal Year Salary Bonus Compensation Award(s) SARs
Payouts Compensation
Position ($) ($) ($) ($) (#) ($)
($)
G. Harrison Scott, 2007 89,800 0 82,000 0 0 0
- -
Chairman of the 2006 89,800 0 82,000 0 0 0
12,837
Board & President 2005 89,800 0 68,333 0 0 0
- -
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, 2007,
two directors had aggregate loan balances in excess of $60,000, which amounted
to approximately $280,000 in the aggregate.
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On August 20, 2007 for a price of $4,650,000 the Bank purchased the land
and improvements from Severn South Partnership which the Bank was paying rent
to. The property consists of a four story building with offices that are leased
to other businesses. The purchase was approved by FDIC (Federal Deposit
Insurance Corp) and OFI (Office of Financial Institutions, State of Louisiana)
on August 6, 2007 with the stipulation that the investment in fixed assets not
exceed 50 percent of its equity capital and reserves by December 31, 2008. The
percentage as of December 31, 2007 was 54.39%. Management feels certain that
the required 50% will be reached within the 18 month time frame allowed by the
agencies.
The Bank leased office space from Severn South Partnership. The general
partner of Severn South Partnership is a majority shareholder in BOL
BANCSHARES, INC. Rent paid to Severn South Partnership for the years ended
December 31, 2007 (prior to the purchase described above), 2006 and 2005
totaled $247,407, $381,386, and $410,012 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 2008, 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 2007 and for its reviews
of the Company's unaudited interim financial statements included in Form 10-QSB
filed by the Company and other related audit fees during 2007 was $79,803. The
fees billed for 2006 were $71,373.
Tax Fees
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for tax
compliance, tax preparation, and tax review for 2007 were $27,241. The fees
billed for 2006 were $24,812.
All Other Fees
The aggregate fees billed by LaPorte, Sehrt, Romig & Hand for other
accounting services for 2007 were $3,185. The fees billed for 2006 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 2008.
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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 13, 2008.
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. (504-889-9464)
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.
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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 8, 2008 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 of
BOL Bancshares, Inc.
/s/Peggy L. Schaefer
Peggy L. Schaefer
Treasurer
March 7, 2008
(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 8, 2008 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 five (5) 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, and Sharry R. Scott.
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