SCHEDULE 14A INFORMATION
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-11(c) or Rule 14a-12
MINDEN BANCSHARES, INC.
-------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
MINDEN BANCSHARES, INC.
P. O. Box 400
Minden, Louisiana 71058-0400
March 24, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Minden Bancshares, Inc. at 5:30 p.m. on Tuesday, April 8, 1997. A formal
notice setting forth the business to come before the meeting and a proxy
statement are enclosed. The meeting will be held in the main office of
Minden Bank & Trust Company at 401 Main Street, Minden, Louisiana, 71055.
At the meeting you will be asked to elect fourteen directors, each to
serve until the 1998 Annual Meeting and to ratify the appointment of Heard,
McElroy & Vestal as independent auditors for Minden Bancshares, Inc. for
1997. The Board of Directors recommends a vote "FOR" the election of the
nominees for directors and the ratification of independent auditors.
Regardless of the number of shares you own, it is important that you
vote them at the meeting, either in person or by proxy. We will
appreciate your signing and returning the proxy card in the enclosed
postage-paid, return envelope so that your shares can be voted in the event
you are unable to attend the meeting. Your proxy may be revoked if you are
present at the meeting and elect to vote in person. It may also be revoked
in the manner set forth in the Proxy Statement.
Sincerely,
Harry E. McInnis, Jr.
Chairman of the Board
Jack E. Byrd, Jr.
President and C.E.O.
MINDEN BANCSHARES, INC.
P. O. BOX 400
MINDEN, LOUISIANA 71058-0400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 1997
To the Shareholders of Minden Bancshares, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Minden
Bancshares, Inc. ("Minden Bancshares") will be held on Tuesday, April 8, 1997,
at 5:30 o'clock p.m., local time, at the main office of Minden Bank & Trust
Company, (the "Bank") 401 Main Street, Minden, Louisiana, 71055 for the
following purposes:
1. Election of fourteen persons to serve as Directors of Minden
Bancshares until the 1998 Annual Meeting of Shareholders and until
their successors are elected and qualified.
2. Ratification of the appointment of Heard, McElroy & Vestal as
independent auditors for Minden Bancshares for 1997.
3. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
Only shareholders of record at the close of business on March 11, 1997, are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
ALL SHAREHOLDERS ARE ENCOURGED TO READ THE ACCOMPANYING PROXY STATEMENT
CAREFULLY FOR FURTHER INFORMATION CONCERNING THE ELECTION OF DIRECTORS AND
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS THAT WILL BE PRESENTED AT
THE ANNUAL MEETING.
Please sign and date the enclosed proxy and return it in the envelope
provided as promptly as possible. A proxy may be revoked at any time, as
described in the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
OF MINDEN BANCSHARES, INC.
Harry E. McInnis, Jr.
Chairman of the Board
Minden, Louisiana Jack E. Byrd, Jr.
March 24, 1997 President & C.E.O.
MINDEN BANCSHARES, INC.
P. O. BOX 400
MINDEN, LOUISIANA 71058-0400
------------------------
PROXY STATEMENT
The enclosed Proxy, which is first being mailed to shareholders on or about
March 24, 1997, is solicited on behalf of the Board of Directors (the "Board")
of Minden Bancshares, Inc., ("Minden Bancshares"), the parent company of Minden
Bank & Trust Company (the "Bank"), for use at the Annual meeting of Shareholders
(the "Annual Meeting") of Minden Bancshares to be held on April 8, 1997 at 5:30
o'clock p.m., local time, or at any adjournment thereof. The purposes of the
meeting are set forth herein and in the accompanying "Notice of Annual Meeting
of Shareholders." The Annual Meeting will be held at the main office of the
Bank, 401 Main Street, Minden, Louisiana 71055.
Minden Bancshares will bear the cost of this solicitation which is being
conducted by the directors, officers and regular employees of Minden Bancshares
at no additional compensation over regular salaries.
Procedural Matters
- ------------------
Shareholders of record at the close of business on March 11, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 309,816 shares of Minden Bancshares' common stock were issued
and 280,549 shares were outstanding and were held of record by a total of 467
holders. For information regarding holders of five (5%) percent or more of
Minden Bancshares' outstanding common stock, see "Voting Securities and
Principal Holders Thereof."
Voting Rights
- -------------
The common stock of Minden Bancshares is its only class of voting
securities. On March 11, 1997, there were 309,816 shares of common stock issued
with 280,549 shares outstanding. On all matters which come before the Annual
Meeting, each shareholder, or his or her proxy will be entitled to cast one (1)
vote for each share of stock held of record as of the close of business on March
11, 1997.
Right of Revocation
- -------------------
Any shareholder executing a Proxy for the Annual meeting on the Proxy form
enclosed may revoke the Proxy by submitting written notice of revocation to Jack
E. Byrd, Jr., President of Minden Bancshares, Inc., at 401 Main Street, Minden,
Louisiana, 71055, by submitting an executed proxy of a later date prior to the
Annual Meeting or by attending the Annual Meeting and voting in person.
Purposes of the Annual Meeting
- ------------------------------
The purposes of the Annual Meeting are to elect as directors the fourteen
(14) persons listed in this Proxy Statement (See, "Election of Directors"), to
ratify the appointment of Heard, McElroy & Vestal as Minden Bancshares'
independent public accountants for the current fiscal year (See "Ratification of
Appointment of Independent Auditors") and to transact such other business as
may properly come before the Annual Meeting.
Vote Required for Approval
- --------------------------
The by-laws of Minden Bancshares provide that the presence in person or by
proxy of the holders of a majority of the total voting power is required to
constitute a quorum at any meeting of shareholders.
The Articles of Incorporation of Minden Bancshares, Inc. dictate that a
majority of votes actually cast shall decide any matter properly before any
shareholders' meeting organized for the transaction of business, except that
Directors shall be elected by plurality vote.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in the
manner specified therein. If no specification is made, the proxies will be
voted in favor of:
1. The election to the Board of Directors of the fourteen nominees named
in this Proxy Statement.
2. The ratification of action taken by the Board of Directors in
selecting Heard, McElroy & Vestal as independent auditors to audit
Minden Bancshares consolidated financial statements for the year
ending December 31, 1997.
Voting Securities and Principal Holders Thereof
- -----------------------------------------------
Minden Bancshares, Inc. has issued and outstanding only one class of voting
stock, it being capital Common Stock. So far as is known to Management of
Minden Bancshares, Inc. as of the Record Date, the following persons owned
beneficially more than five (5%) percent of the outstanding shares of common
stock of Minden Bancshares:
Shares of Stock Percent
Name and Address Beneficially owned of Class
- ---------------- ------------------ --------
James D. Madden <F1> 19,176 6.84%
One Willow Creek Road
Minden, Louisiana 71055
Harry E. McInnis, Jr. <F2> 15,588 5.56%
P. O. Box 1114
Minden, Louisiana 71058-1114
<F1> Includes 13,539 shares held by Madden Contracting Company, Inc. of which
Mr. James D. Madden is President.
<F2> Includes 6,839 shares held by McInnis Brothers Construction, Inc. of which
Mr. Harry E. McInnis, Jr. is President.
Election of Directors
- ---------------------
The Articles of Incorporation of Minden Bancshares, Inc. provide that all
of the corporate power of Minden Bancshares, Inc. will be vested in and the
business affairs managed by a board of more than one director of which the board
will determine its number. The Board of Directors at its meeting of February
11, 1997, voted that the number of directors for the ensuing year be fixed at
fourteen (14).
The Board of Directors has nominated the fourteen persons named below to
serve as directors until the next Annual Meeting of shareholders or until their
earlier death, resignation or removal from office. Each of the fourteen
nominees is presently a member of the Board of Directors and has consented to
serve another term as a director if elected.
Although the Board does not expect that any of the nominees named will be
unavailable for election, in the event of a vacancy in the slate of nominees due
to death or any other unexpected occurrence, it is intended that shares of
common stock represented by proxies in the accompanying form will be voted for
the election of a substitute.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL THE
HEREIN NAMED NOMINEES FOR DIRECTOR.
Information Concerning Directors and Nominees
- ---------------------------------------------
The nominees for election as directors, together with certain information
by each nominee and by all directors and executive officers of Minden
Bancshares, Inc. as a group as of March 11, 1997, are as follows:
Amount and
Name, Age, Present Year First Nature of Percentage
Position and Principal Became Beneficial of
Occupation <F3> Director <F4> Ownership <F5> Class
- -------------- ------------ ------------- -----
R. Thad Andress (64) 1980 5,073 <F6> 1.81%
President, R. H. Miller
Insurance, Inc., an
insurance agency
Don L. Brice (60) 1975 2,053 <F7> *
President, Pelican Wood,
Inc., a hardwood processing
plant
Dr. Edward D. Brown (60) 1987 400 *
Dentist
Jack E. Byrd, Jr. (50) 1983 9,479 <F8> 3.38%
President and Chief Executive
Officer of Minden Bancshares and
the Bank since 1989
Dr. Gary G. Daniel (64) 1970 3,449 1.23%
Physician
Hal K. Jackson (64) 1974 189 *
Senior Vice President of
the Bank since 1991.
Previously President of
of Webster Bancshares,
Inc. and Webster
Bank & Trust Company
James D. Madden (59) 1970 19,176 <F9> 6.83%
Father of S. Douglas Madden.
President, Madden Contracting
Company, Inc., a highway
construction company
S. Douglas Madden (36) 1986 7,484 2.67%
Son of James D. Madden.
President, Louisiana Road-
builders, Inc. and Vice
President, Madden Contracting
Company, Inc., both highway
construction companies
Harry E. McInnis, Jr. (52) 1978 15,588 <F10> 5.56%
Chairman, Board of Directors
of Minden Bancshares and the
Bank since 1991. President,
McInnis Brothers Construction,
Inc., a general commercial
and industrial construction
firm
John W. Montgomery (60) 1970 1,453 *
Secretary
Attorney
Don D. Moore (68) 1974 9,128 <F11> 3.25%
Vice Chairman, Board of
Directors of Minden Bancshares
and the Bank since 1989. Retired.
Previously Senior Vice
President of Minden Bancshares
and the Bank until 1993
Joe E. Ratcliff (57) 1987 1,276 *
Owner, Vivian's House of
Fashion, a retail clothing
establishment
Howard G. Spillers (68) 1987 920 *
President, Spillers Appliance
& Furniture, a retail
furniture and appliance
establishment
R. E. Woodard, III (44) 1982 701 *
Insurance representative,
Lincoln National Life Insurance
Total Directors and Executive Officers
as a group, including those named above 76,813 27.38%
*Less than 1 percent
(Footnotes follow)
<F3> Unless otherwise indicated, all Directors and nominees have
held the position indicated with the same entity for more than the past
five years. There are no family relationships other than "father-son"
shown for James D. Madden and S. Douglas Madden.
<F4> Year given is the year in which the individual first
became a Director of Minden Bancshares or the Bank or of Webster
Bancshares, Inc. or Webster Bank & Trust Company prior to the mergers with
Minden Bancshares and the Bank, respectively, in 1992.
<F5> Stock ownership information given is as of March 11, 1997.
<F6> Includes 1,000 shares held by R. H. Miller Insurance, Inc. of which
Mr. Andress is President and 1,080 shares for which Mr. Andress holds
"Power of Attorney" from his four (4) children.
<F7> Includes 214 shares held in name of Mr. Brice's wife.
<F8> Includes 1,070 shares each held by Mr. Byrd's two (2) minor daughters.
<F9> Includes 13,539 shares held by Madden Contracting Company, Inc. of which
Mr. James D. Madden is President.
<F10> Includes 6,839 shares held by McInnis Brothers Construction, Inc. of which
Mr. McInnis is President.
<F11> Includes 4,564 shares held by Mr. Moore's wife.
Under Section 16(a) of the Securities Exchange Act of 1934, Directors and
executive officers of the Corporation are required to file reports with the
Securities and Exchange Commission indicating their holdings of and transactions
in Minden Bancshares' stock. To Minden Bancshares' knowledge, based upon review
of copies of reports furnished to Minden Bancshares and written representation
of its directors, it appears that all required reports were timely filed.
Committees of the Board of Directors of Minden Bancshares
- ---------------------------------------------------------
There are no committees of the Board of Directors of Minden Bancshares.
The members of the Board of Directors of Minden Bancshares also serve on the
Board of Directors of the Bank. The Bank has a standing audit committee,
compensation committee, executive committee and personnel committee. There is
not a standing director nominating committee. This function is performed by the
entire Board of Directors. The Board of Directors of Minden Bancshares, Inc. met
nine times during 1996, all of which were regular scheduled meetings. The Board
of Directors of the Bank met thirteen times during 1996, one of which was a
special called meeting.
The audit committee is comprised of four directors who are not officers of
the Bank. The audit committee was comprised of S. Douglas Madden, Joe E.
Ratcliff, Howard G. Spillers and R. E. Woodard, III. The audit committee
determines the scope and detail of the internal audit and loan documentation
review programs, it reviews the audit and loan documentation review reports
monthly and reports to the Board of Directors. The audit committee makes
recommendation to the Board of Directors of Minden Bancshares, Inc. for the
independent auditors to perform the annual audit. The audit committee met
twelve times during 1996.
The compensation committee consists of three directors who are not
employees of the company. The compensation committee was comprised of Harry E.
McInnis, Jr., R. Thad Andress and James D. Madden. The compensation committee
determines executive compensation and administers the stock incentive plan. The
compensation committee met once during 1996.
The executive committee is comprised of the Chairman of the Board and two
additional directors who are not officers of the Bank, and Jack E. Byrd, Jr.,
President and Chief Executive Officer and Hal K. Jackson, Senior Vice President.
The other directors serving are Harry E. McInnis, Jr., R. Thad Andress and James
D. Madden. The executive committee, during intervals between meetings of the
Board, may exercise the powers of the Board of Directors except with regard to a
limited number of matters. The executive committee recommends to the Board of
Directors, for approval, the directors' compensation. All actions of the
executive committee are submitted to the full Board for review and ratification.
The executive committee met twelve times during 1996.
The personnel committee is comprised of three directors who are not
officers of the Bank and Jack E. Byrd, Jr., President and Chief Executive
Officer. The other directors serving on the personnel committee are Dr. Edward
D. Brown, Dr. Gary G. Daniel and John W. Montgomery. The personnel committee is
responsible for administering Minden Bank's benefit programs and provides
guidance to overall salaries and bonuses exluding executive compensation and the
stock incentive plan which is administered by the compensation committee. The
personnel committee met three times during 1996.
All directors nominated for election attended in excess of 75% of the
aggregate of the meetings of the Board of Directors of Minden Bancshares, the
Bank and committees of the Bank on which they served.
Directors Fees
- --------------
The members of the Board of Directors of Minden Bancshares who also served
on the Board of Directors of the Bank, who were not salaried officers, received
the following annual compensation by the Bank as follows:
1. Those who served on the loan committee for
all twelve months (three) $12,100.00
2. Those who served on the loan committee on
a rotating basis for two months (nine) $ 9,700.00
There were no other means of compensation provided for the Directors of
Minden Bancshares and the Bank.
Compensation Committee Report on Executive Compensation
- -------------------------------------------------------
The compensation of the Company's executive officers will be generally
determined by the compensation committee of the Board of Directors. In 1995 the
Company retained an independent compensation consulting firm to conduct an
analysis of executive compensation. A group of nine financial institutions
similar in asset size, profit performance and geographic location were selected
as a "Comparator Group" for the analysis. From this analysis, the Committee
established compensation programs which are intended to enable the Company to
attract, motivate, reward and retain the management talent required to achieve
aggressive objectives in a rapidly changing industry, and thereby increase
stockholder value. The information obtained in 1995 was utilized by the
committee to analyze executive compensation for the current year. It is the
policy of the Company to provide incentives to its senior management to achieve
both short-term and long-term objectives and to reward exceptional performance
and contributions to the development of the Company's business. To attain these
objectives, the Company's compensation program includes a competitive base
salary with executive bonus arrangements and stock options granted under the
stock incentive plan which are based on performance of the Company's business,
primarily as reflected in the achievement of certain earnings and growth goals.
Compensation of Chief Executive Officer
---------------------------------------
Jack E. Byrd, Jr., Chief Executive Officer of the Company received no base
salary increase for 1997. Mr. Byrd was awarded a bonus for the 1996 calendar
year in the amount of $60,000 for achieving earnings and growth goals. In order
to more closely tie Mr. Byrd's total compensation to the interests of
shareholders and to provide a long-term incentive for achieving high performance
goals, he was granted 1,000 shares of nonqualified stock options under the
Minden Bancshares, Inc. Stock Incentive Plan. The option price determined by
the compensation committee and the Board of Directors for 1996 was Book Value of
the stock ($97.88) at the close of business 1996.
Stock Incentive Plan
--------------------
The company adopted the Minden Bancshares, Inc. Stock Incentive Plan at its
annual meeting on April 9, 1996, effective for the year ended December 31, 1995.
The Stock Incentive Plan is administered by the compensation committee. The
plan is discretionary and the individual incentive awards are based upon
performance of the respective officers. The types of incentives which may be
granted individually or in combination are (a) incentive stock options and
nonqualified stock options; (b) stock apreciation rights ("SARS"); (c) stock
awards; (d) restricted stock and (e) performance shares. The duration of the
plan shall be until all incentives awarded have been satisfied of which no
incentives may be granted after ten years from date the plan is adopted.
Executive Compensation
----------------------
The following table sets forth the annual and long-term compensation with
respect to the Chief Executive Officer. No other officer of the company earned
more than $100,000 for services rendered for the years ended December 31, 1996,
1995 and 1994.
Summary Compensation Table <F12>
Name and
Principal Other Annual
Position Year Salary Bonus Compensation
- -------- ---- ------ ----- ------------
Jack E. Byrd, Jr. 1996 $155,480 $60,000 None
President, CEO &
Director, Minden 1995 $147,840 $50,000 None
Bancshares and
Minden Bank 1994 $137,810 $50,000 None
<F12> No long-term compensation was realized during the last three fiscal years.
Option/SAR grants in Last Fiscal Year <F13>
Individual Grants
---------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Expiration
Name Granted<F14> Fiscal Year<F13> Date<F14>
- ---- ------------ ---------------- ----------
Jack E. Byrd, Jr. 1,000 50.0% 12/31/06
Other Officers 1,000 50.0% 12/31/06
Totals 2,000 100.0%
<F13> No Stock Appreciation Rights (SARs) were granted during fiscal 1996.
<F14> Options may be exercised up to ten years after granted.
Aggregate Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
Number of Unexercised Options at
Shares Value Fiscal Year End
Acquired Realized <F15> Exercisable Unexercisable
-------- -------------- ----------- -------------
Jack E. Byrd, Jr. 0 0 2,000 0
Other Officers 0 0 1,550 0
--- --- ------ ---
TOTALS 0 0 3,550 0
=== === ====== ===
Value of Unexercised In-the-Money
Options at Fiscal Year End <F15>
Exercisable Unexercisable
Jack E. Byrd, Jr. $13,190 0
Other Officers 7,254 0
------- ---
TOTALS $20,444 0
======= ===
<F15> Market value of underlying securities at exercise or year end minus option
price. None of the outstanding options were repriced during Fiscal 1996.
Indebtedness of Directors and Executive Officers
- ------------------------------------------------
Some of the directors and executive officers of Minden Bancshares, Inc.
and the Bank and companies or organizations with which they are associated have
had, and may have in the future, banking transactions with the Bank in the
ordinary course of the Bank's business. All loans and commitments to loan to
the directors and executive officers of the Bank, and their associates, have
been made on substantially the same terms, including interest rates, collateral
requirements, and repayment schedules as those prevailing at the time for
comparable transactions with other persons and, in the opinion of management,
do not involve more than a normal risk of collection or present unfavorable
features.
Transactions and Relations with Directors and Associates
and Affiliates of Directors
- --------------------------------------------------------
During 1996 Mr. Harry E. McInnis, Jr., a director of McInnis Insurance
Agency, Inc., who is a director of Minden Bancshares, Inc. and the Bank,
assisted Minden Bancshares, Inc. and the Bank in obtaining various insurance
policies customarily purchased in the banking industry. Premiums paid by
Minden Bancshares, Inc. and the Bank and commissions earned by McInnis
Insurance Agency, Inc., were reasonable and comparable to those prevailing at
that time in the marketplace.
Supervision and Regulation
- --------------------------
Minden Bancshares, Inc. is a registered bank holding company subject to
regulation by the FRB under the BHCA. Minden Bancshares, Inc. is required to
file financial information with the FRB periodically and is subject to periodic
examination by the FRB. Minden Bancshares, Inc. is also subject to regulation
by the OFI and must file periodic information with that state agency. The OFI
also conducts periodic examinations of Minden Bancshares, Inc.
The Bank is a member of the Federal Reserve System and as such, is subject
to the supervision of and is regularly examined by the FRB and the OFI. The
Bank is also subject to the supervision of and may be examined by the FDIC.
Pending or Threatened Litigation or Claims
- ------------------------------------------
There is no pending or threatened litigation or claims in which Minden
Bancshares, Inc. and/or the Bank is named as defendant that management is aware
of.
Annual Report
- -------------
The Annual Report to Shareholders containing financial statements for the
Company's 1996 calendar year has been mailed to the shareholders prior to or
with these proxy materials. The Annual Report does not form any part of the
material for the solicitation of proxies.
Upon written request by a shareholder, Minden Bancshares, Inc. will
provide a copy of Minden Bancshares' Form 10-KSB Annual Report for 1996
including financial statements and financial statement schedules, as filed with
the Securities and Exchange Commission. Such requests should be addressed to
the President, Minden Bancshares, Inc., P. O. Box 400, Minden, LA 71058-0400.
Ratification of Appointment of Independent Public Accountants
- -------------------------------------------------------------
The Board of Directors has nominated Heard, McElroy & Vestal, as auditors,
to audit Minden Bancshares, Inc.'s consolidated financial statements for the
fiscal year ending December 31, 1996. In the event this nomination is not
ratified the Board will reconsider its selection.
Heard, McElroy & Vestal has audited Minden Bancshares, Inc.'s annual
consolidated financial statements beginning with the year ended December 31,
1985.
Heard, McElroy & Vestal will not have a representative present at the
annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF HEARD,
MCELROY & VESTAL AS INDENPENENT AUDITORS.
Shareholder Proposals for Next Annual Meeting
- ---------------------------------------------
To be eligible for inclusion in Minden Bancshares, Inc.'s proxy material
for the 1998 Annual Meeting of Shareholders, the proposal intended to be
presented by a shareholder for action at that meeting must, in addition to
meeting the shareholder eligibility and other requirements of the Securities
and Exchange Commission's rules governing such proposals, be received by the
President of Minden Bancshares, Inc. not later than February 6, 1998, at Minden
Bancshares, Inc.'s principal office, 401 Main Street, Minden, Louisiana, 71055.
Other Matters
- -------------
The Board of Directors is not aware of any other matters which may be
presented at the annual meeting, but if other matters do properly come before
the meeting, it is intended that shares of Common Stock represented by proxies
in the accompanying form will be voted by the persons named in accordance with
their best judgment.
You are cordially invited to attend this year's meeting. However, whether
you plan to attend the meeting or not, you are respectfully urged to sign and
return the enclosed proxy, which may be revoked if you are present at the
meeting and so request.
Harry E. McInnis, Jr.
Chairman of the Board
Jack E. Byrd, Jr.
March 24, 1997 President & C.E.O.
MINDEN BANCSHARES, INC.
P. O. BOX 400 PROXY
MINDEN, LA 71058-0400
- --------------------------------------------------------------------------------
SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeing of Shareholders
MAIN OFFICE
MINDEN BANK & TRUST COMPANY
401 MAIN STREET
MINDEN, LOUISIANA 71055
TUESDAY, APRIL 8, 1997 AT 5:30 P.M.
The undersigned hereby appoints Harry E. McInnis, Jr. or Jack E. Byrd, Jr. or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock of MindenBancshares, Inc. held on record by the
undersigned on March 11, 1997, at the Annual Meeting of shareholders to be held
on April 8, 1997, or any adjournment thereof.
Your vote for fourteen directors may be indicated on the reverse side. R. Thad
Andress, Don L. Brice, Dr. Edward D. Brown, Jack E. Byrd, Jr., Dr. Gary G.
Daniel, Hal K. Jackson, James D. Madden, S. Douglas Madden, Harry E. McInnis,
Jr., John W. Montgomery, Don D. Moore, Joe E. Ratcliff, Howard G. Spillers, and
R. E. Woodard, III have been nominated to serve until the next Annual Meeting of
Shareholders or until their earlier death, resignation, or removal from office.
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendation.
(Continued, and to be signed, on the reverse side)
................................................................................
FOLD AND DETACH HERE
To Fellow Shareholders:
You are invited to attend the Annual Meeting of shareholders on April 8, 1997,
at the Main Office of Minden Bank & Trust Company, 401 Main Street, Minden,
Louisiana 71055.
Please sign, date and return the above proxy card promptly using the enclosed
envelope. We encourage you to vote your proxy.
Thank you in advance for voting on these important matters.
Jack E. Byrd, Jr.
President and C.E.O.
THE VOTES REPRESENTED BY THIS PROXY WILL BE VOTED AS MARKED BY YOU. HOWEVER, IF
YOU EXECUTE AND RETURN THE PROXY UNMARKED, SUCH VOTES WILL BE VOTED "FOR"
PROPOSALS 1 AND 2.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
________________________________________________________________________________
1.Election of directors (duly nominated and listed on the reverse side of this
proxy)
Withheld
For for all Withheld for the following only
(write the nominee's name(s) in the space below).
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2. Ratification of independent 3.In their discretion, the
auditors Proxies are authorized to vote
For Against Abstain upon such matters as may properly
come before the meeting.
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Please date and sign exactly as name
appears at left. When shares are held by
joint tenants, both should sign. When
signing as attorney, as executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If partnership, please sign in
partnership name by authorized person.
Dated , 1997
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Signature
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Signature if held jointly
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FOLD AND DETACH HERE