GUARANTY BANCSHARES HOLDING CORPORATION
1201 Brashear Avenue
Morgan City, Louisiana 70381
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 17, 1996
May 23, 1996
The Annual Meeting of Shareholders of Guaranty Bancshares
Holding Corporation will be held on Monday, June 17, 1996 at 1:00
p.m. in the Board of Directors Room located on the second floor of
the Guaranty Bank & Trust Building, 1201 Brashear Avenue, Morgan
City, Louisiana, for the following purposes:
(1) To elect twelve directors to hold office until the next
annual meeting of shareholders and until their successors are
elected and qualified;
(2) To approve a Plan of Reorganization;
(3) To adopt Amendments to the Articles of Incorporation to
implement the Plan of Reorganization; and
(4) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed May 15, 1996 as the record
date for the determination of shareholders entitled to vote at the
meeting.
If you will be unable to attend the meeting, kindly mark,
sign, date and return the enclosed proxy. A postage prepaid
envelope is enclosed for your use. Prompt response is helpful, and
your cooperation will be appreciated.
By Order of the Board of Directors
Wiley Magee
Secretary
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
May 23, 1996
PROXY STATEMENT
FOR ITS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1996
This Proxy Statement is furnished to shareholders of
Guaranty Bancshares Holding Corporation ("Bancshares") in
connection with a solicitation of proxies by the Board of
Directors (the "Board of Directors" or the "Board") of Bancshares
to be used at the annual meeting of shareholders of the Company
to be held on June 17, 1996, at 1:00 p.m., in the Board of
Directors Room located on the second floor of the Guaranty Bank &
Trust Company Building, 1201 Brashear Avenue, Morgan City,
Louisiana. The above described proxy and this proxy statement
were mailed on or about May 23, 1996.
Voting Procedure
As of the close of business on May 15, 1996, there were
outstanding (including treasury shares) 210,000 shares of Class A
Common Stock ("Class A Common Shares"), par value $5.00 per
share, and 170,877 shares of Class B Common Stock ("Class B
Common Shares"), no par value. Each of the Class A Common
Shares and the Class B Common Shares (collectively, the "Common
Shares") entitles the holder thereof to vote on all matters
presented at the meeting, voting together as a single class.
Each holder is entitled to one vote for each share of common
stock held.
On May 15, 1996, there were outstanding 21,900 shares of
$.50 Cumulative Preferred Stock ("$.50 Preferred Shares"), and
145,001 shares of $2.70 Cumulative Preferred Stock ("$2.70
Preferred Shares"). Each of the $.50 Preferred Shares and the
$2.70 Preferred Shares (collectively, the "Preferred Shares")
entitles the holder thereof to one vote with respect to the
proposed Plan of Reorganization, and amending Bancshares'
Articles of Incorporation as a necessary step in implementing the
Plan of Reorganization. Under the Plan of Reorganization, the
holders of the Common Shares and the $.50 Preferred Shares and
the $2.70 Preferred Shares will have the opportunity to vote
their shares to amend Bancshares' Articles of Incorporation to:
(1) increase the authorized amount of Class B Common Stock from
210,000 shares to 1,500,000 shares; and (2) reclassify the
outstanding 145,001 shares of $2.70 Cumulative Preferred Stock as
Class B Common Stock, at the rate of $27.80 in value of Class B
Common per share of $2.70 Cumulative Preferred; and (3) exchange
the outstanding 21,900 shares of $.50 Cumulative Preferred Stock
for Class B Common Stock, at the rate of $5.00 in value of Class
B Common per share of $.50 Cumulative Preferred; and (4)
reclassify the outstanding 210,000 shares of Class A Common Stock
as Class B Common Stock at the rate of one share of Class B
Common Stock for each share of Class A Common Stock to be
reclassified; and (5) redesignate the Class B Common Stock and
any authorized, but unissued preferred stock, as limited to the
overall authorization of 1,500,000 shares, as Common Stock.
Adoption of the Plan of Reorganization requires the approval of
(1) 80% of the Class A Common and Class B Common shares,
considered as a single class, of the votes entitled to be
cast or, alternatively, 2/3's of the votes entitled to be cast
other than the votes of shareholders holding 10% or more of the
stock in each class, and (2) 80% of the $2.70 Cumulative
Preferred shares and 80% of the $.50 Cumulative Preferred shares,
each voting as a separate class, of the votes entitled to be cast
or, alternatively, 2/3's of the votes entitled to be cast other
than the votes of shareholders holding 10% or more of the stock
in each class.
The By-Laws provide that the holders of a majority of the
outstanding shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum. If a quorum is
present, the vote of a majority of the shares present or
represented by proxy will decide all questions properly brought
before the meeting, except that the Plan of Reorganization must
be approved by holders of 80% of the Common Stock, considered as
a single class, and by the holders of 80% of the $2.70 Preferred
Stock and 80% of the $.50 Preferred Stock, each voting as a
separate class or, alternately by 2/3's of the votes entitled to
be cast in each class other than the votes of shareholders
holding 10% or more of the stock in each class. If the holders
of 80% of the Common Stock, considered as a single class, and the
holders of 80% of the $2.70 Preferred Stock and 80% of the $.50
Preferred Stock, each voting as a class, or, alternately by 2/3's
of the votes entitled to be cast in each class other than the
votes of shareholders holding 10% or more of the stock in each
class, do not approve the Plan of Reorganization, it will not be
implemented.
Directors will be elected by a plurality vote of the Common
Shares present, in person or by proxy, entitled to vote at the
meeting.
Proxies in the enclosed form are solicited by the Board of
Directors of Bancshares to provide an opportunity to every
shareholder to vote on all matters scheduled to come before the
meeting as to which such shareholder is entitled to vote, whether
or not he or she attends in person. If proxies in the enclosed
form are properly executed and returned, the Common Shares and
Preferred Shares represented thereby will be voted at the meeting
in accordance with stockholder direction. Proxies in the
enclosed form representing Common Shares will be voted for the
election of directors, for the Plan of Reorganization and for the
amendment of the Articles of Incorporation, unless contrary
specification is made. Proxies in the enclosed form representing
Preferred Shares will be voted for the Plan of Reorganization and
the amendment of the Articles of Incorporation, unless contrary
specification is made. Any shareholder executing a proxy may
revoke that proxy any time prior to the exercise thereof by
filing with the Secretary of Bancshares a written revocation or
duly executed proxy bearing a later date. The proxy will be
deemed revoked if the shareholder is present at the annual
meeting and elects to vote in person.
Proxy Solicitation
The cost of soliciting proxies will be borne by Bancshares.
In addition to solicitation by mail, certain officers, directors
and regular employees of Bancshares and its subsidiary, Guaranty
Bank & Trust Company of Morgan City, who will receive no
additional compensation for their services, may solicit proxies
by telephone, telegraph or personal call.
Election of Directors
The By-Laws of Bancshares authorize the Board of Directors
or the shareholders, at any meeting thereof, to fix the number of
members of the Board at not less than five nor more than thirty.
The persons named in the enclosed proxy intend to vote such
proxy,unless otherwise directed, for the election of the twelve
nominees named below to serve until their successors are duly
elected and qualified. In the unanticipated event that any of
the nominees cannot be a candidate at the annual meeting, proxies
will be voted in favor of such additional nominees as may be
designated by the Board of Directors.
The following table sets forth certain information, as of
April 15, 1996, concerning the nominees, and all nominees and
officers as a group, including their beneficial ownership of
Common Shares, as well as $.50 Preferred Shares and $2.70
Preferred Shares, of Bancshares. Unless otherwise indicated, (i)
each nominee has been engaged in the principal occupation shown
for more than the past five years, and (ii) shares shown as being
beneficially owned are also held with sole voting and investment
power. Nominees Bailey, Blakeman, Cannata, Cullom, Domino,
Dutreix, Guarisco, Magee and Ringeman are also members of the
Board of Directors of Bancshares' wholly owned subsidiary,
Guaranty Bank & Trust Company of Morgan City (the "Bank").
Name, Age, and Principal Occupation: H.W. Bailey (73), Retired
since 1/1/83; Executive vice President and Chief Administrative
Officer of McDermott, Inc. (Offshore construction)
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 17,666 (4)
Percent of Class of Common Shares (2): 4.74%
$2.70 Preferred Shares Beneficially Owned (1): 7,700 (5)
Percent of Class of $2.70 Preferred Shares (3): 5.31%
$.50 Preferred Shares Beneficially Owned (1): 2,266
Percent of Class of $.50 Preferred Shares (3): 10.35%
Name, Age, and Principal Occupation: Brooks Blakeman (49),
Chairman of the Board of Bancshares and the Bank; Vice President
and General Manager of Franks Casing Crews, Inc. (oilfield
services)
Year First Became Director of Bancshares: 1988
Common Shares Beneficially Owned (1) (2): 34.070 (6)
Percent of Class of Common Shares (2): 9.13%
$2.70 Preferred Shares Beneficially Owned (1): 15,475 (7)
Percent of Class of $2.70 Preferred Shares (3): 10.67%
$.50 Preferred Shares Beneficially Owned (1): 3,175 (7)
Percent of Class of $.50 Preferred Shares (3): 14.50%
Name, Age, and Principal Occupation: Robert M. Bourgeois, M.D.
(38), Physician, Bourgeois Medical Center
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): -
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: Vincent Cannata (81),
President of Cannata's Super Market, Inc.
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 22,343 (8)
Percent of Class of Common Shares (2): 5.99%
$2.70 Preferred Shares Beneficially Owned (1): 9,835 (9)
Percent of Class of $2.70 Preferred Shares (3): 6.78%
$.50 Preferred Shares Beneficially Owned (1): 2,673
Percent of Class of $.50 Preferred Shares (3): 12.21%
Name, Age, and Principal Occupation: Randolph Cullom (58),
President and Chief Executive Officer of Bancshares and the Bank
Year First Became Director of Bancshares: 1990
Common Shares Beneficially Owned (1) (2): 200
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: Frank J. Domino, Sr. (76),
President of Frank's Motor, Inc. (auto sales); Secretary and
Treasurer of Domino Developers, Inc. (home construction
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 5,280 (10)
Percent of Class of Common Shares (2): 1.42%
$2.70 Preferred Shares Beneficially Owned (1): 2,045 (11)
Percent of Class of $2.70 Preferred Shares (3): 1.41%
$.50 Preferred Shares Beneficially Owned (1): 1,190
Percent of Class of $.50 Preferred Shares (3): 5.43%
Name, Age, and Principal Occupation: Conley Dutreix (48),
Executive Vice President of Bancshares and the Bank; Director of
the Bank since 1992.
Year First Became Director of Bancshares: 1993
Common Shares Beneficially Owned (1) (2): 200
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: Anthony Guarisco, Sr. (85),
President of Guarisco Enterprises, inc. (holding company for sub-
sidiaries engaged in diesel fuel distribution, shell sales, and
transport; and real estate
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 37,542
Percent of Class of Common Shares (2): 10.06%
$2.70 Preferred Shares Beneficially Owned (1): 4,558
Percent of Class of $2.70 Preferred Shares (3): 3.14%
$.50 Preferred Shares Beneficially Owned (1): 2,500
Percent of Class of $.50 Preferred Shares (3): 11.42%
Name, Age, and Principal Occupation: Wiley Magee (52), Secretary
to the Board of Bancshares and the Bank; President of Morgan City
Supply, Inc. (wholesale and retail hardware)
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 4,304
Percent of Class of Common Shares (2): 1.15%
$2.70 Preferred Shares Beneficially Owned (1): 1,043
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): 1,238
Percent of Class of $.50 Preferred Shares (3): 5.65%
Name, Age, and Principal Occupation: Lee A. Ringeman (66),
Executive Vice President and Chief Financial Officer of
Bancshares and the Bank
Year First Became Director of Bancshares: 1989
Common Shares Beneficially Owned (1) (2): 1,931 (12)
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): 555 (13)
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): 800
Percent of Class of $.50 Preferred Shares (3): 3.65%
Name, Age, and Principal Occupation: Kay S. Vinson (56),
President of Sub-Surface Tools, Inc. (oilfield equipment sales
and rentals)
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): -
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: J. Cameron Webster (53),
President Twin Brothers Marine Corporation (manufacturer,
offshore drilling platforms)
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): -
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: All Executive Officers and
Directors of Bancshares and the Bank
Common Shares Beneficially Owned (1) (2): 123,566
Percent of Class of Common Shares (2): 33.13%
$2.70 Preferred Shares Beneficially Owned (1): 41,226
Percent of Class of $2.70 Preferred Shares (3): 28.43%
$.50 Preferred Shares Beneficially Owned (1): 13,872
Percent of Class of $.50 Preferred Shares (3): 63.21%
(1) Except as noted below, all shares of Bancshares' stock set
forth above constitute direct beneficial ownership by such
director with full voting and investment power. The address
of each director is c/o Guaranty Bank & Trust Company of
Morgan City, Post Office Box 2208, Morgan City, Louisiana
70381.
(2) Includes aggregate of Class A Common stock and Class B
Common stock. Percent of class omitted where less than one
percent.
(3) Percent of class omitted where less than one percent.
(4) Includes 7,700 shares in the name of Bailey Estate.
(5) Includes 3,850 shares in the name of Bailey Estate.
(6) Includes 33,870 shares held by the Blakeman Trust over which
Mr. Blakeman shares voting powers.
(7) Shares held by the Blakeman Trust over which Mr. Blakeman
shares voting powers.
(8) Includes 6,910 shares in the name of Cannata's Super Market,
Inc. over which Mr. Cannata shares voting and investment
power.
(9) Includes 3,455 shares in the name of Cannata's Super Market,
Inc. over which Mr. Cannata shares voting and investment
power.
(10) Includes 60 shares in the name of Mr. Domino's wife.
(11) Includes 30 shares in the name of Mr. Domino's wife.
(12) Includes 1,186 shares held jointly with Mrs. Ringeman and 32
shares held jointly with Mr. Ringeman's grandson.
(13) Includes 195 shares held jointly with Mrs. Ringeman and 32
shares held jointly with Mr. Ringeman's grandson.
None of the directors of Bancshares holds a directorship in
any company with a class of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended, or subject
to the requirements of Section 15(d) of that Act or in any
company registered as an investment company under the Investment
Company Act of 1940, as amended.
Bank directors received compensation at the rate of $250 for
each regular directors meeting attended, $100 for committee
meetings attended, and a $1,500 fee for serving as a director.
No fees were paid for service on Bancshares' Board.
No family relationships exist among the above named
directors, nominees for the Board or the executive officers of
Bancshares or the Bank.
Legal Proceedings
Bancshares is not engaged in any legal action, other than
ordinary routine litigation incidental to the business. The Bank
is involved in a number of legal actions in the normal course of
its operations. In the opinion of management, based on a review
of such litigation with legal counsel, the outcome of such
actions should not have a material effect upon the business or
financial condition of Bancshares.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
According to (i) the Forms 3 and 4 and any amendments
thereto filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934 ("Section 16") and furnished to the Company
during 1995 by persons subject to Section 16 at any time during
1995 with respect to securities of the Company ("Company Section
16 Insiders"), (ii) the Forms 5 with respect to 1995 and any
amendments thereto filed pursuant to Section 16 and furnished to
the Company by Company Section 16 Insiders, and (iii) the written
representations from Company Section 16 Insiders that no Form 5
with respect to the securities of the Company was required to be
filed by such Company Section 16 Insider, respectively, with
respect to 1995, no Company Section 16 Insider failed to file
altogether or timely any Forms 3, 4, or 5 required by Section 16
with respect to the securities of the Company or to disclose on
such Forms transactions required to be reported thereon.
Board Committees
During 1995, the Board of Directors of Bancshares met eight
times. During 1995, the Board of Directors of the Bank met 15
times. Each director attended at least 75% of the aggregate
number of board and committee meetings held.
The Board of Directors of the Bank has an Executive
Committee, the current members of which are Messrs. Bailey,
Blakeman, Cullom, Domino and Magee. The Executive Committee
shall have and may exercise all of the authority of the Board of
Directors in the management of business and affairs of the Bank.
However, this committee does not have the authority of the Board
of Directors in reference to:
(a) amending the Articles of Incorporation;
(b) approving a plan of merger or consolidation;
(c) recommending to the shareholders the sale, lease, or
exchange of all or substantially all of the property
and assets of the Bank otherwise than in the usual and
regular course of its business;
(d) recommending to the shareholders a voluntary
dissolution of the Bank or a revocation thereof;
(e) amending, altering, or repealing these by-laws or
adopting new by-laws;
(f) filling vacancies in or removing members of the board
of directors or of any committee;
(g) electing or removing officers or committee members;
(h) fixing the compensation of any committee member; and
(i) altering or repealing any resolution of the board of
directors which by its terms provides that it shall not
be amendable or repealable.
The Executive Committee did not meet during 1995.
The Board of Directors of the Bank has an Audit Committee,
the current members of which are Messrs. Blakeman, Cannata, and
Domino, all of whom are outside directors. The Audit Committee,
which met one time during 1995, is responsible for: (1) making
recommendations to the Board of Directors concerning the
selection and retention of Bancshares' independent auditors; (2)
consulting with the Controller with regard to the plan of audit;
(3) consulting directly with the Controller on any matter the
Committee or the Controller deems appropriate in connection with
carrying out the audit; (4) reviewing the plan and results of
audits by its independent auditors and the Federal Deposit
Insurance Corporation, and; (5) discussing audit recommendations
with management and reporting the results of its reviews to the
Board of Directors. Each director attended the meeting.
Neither Bancshares nor the Bank has a Nominating Committee.
Nominees for directors are selected by their Boards of Directors.
Neither company has procedures established to consider nominees
recommended by security holders.
Principal Shareholders
The persons named below were, to the knowledge of
Bancshares, the only persons as of May 15, 1996 who beneficially
owned more than 5% of the outstanding Guaranty Bancshares Holding
Corporation Class A and Class B Common Stock, more than 5% of the
outstanding $2.70 Cumulative Preferred Stock, and more than 5% of
the outstanding $.50 Cumulative Preferred Stock. Beneficial
ownership consists of sole voting and investment power.
Name and Address of Beneficial Owner: H.W. Bailey, P.O. Box
2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): 7,700 (2)
Percent of Class of $2.70 Preferred Shares: 5.31%
$.50 Preferred Shares Beneficially Owned (1): 2,266
Percent of Class of $.50 Preferred Shares: 10.35%
Name and Address of Beneficial Owner: Brooks Blakeman, P.O. Box
2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): 34,070 (3)
Percent of Class of Common Shares: 9.13%
$2.70 Preferred Shares Beneficially Owned (1): 15,475 (4)
Percent of Class of $2.70 Preferred Shares: 10.67%
$.50 Preferred Shares Beneficially Owned (1): 3,175 (4)
Percent of Class of $.50 Preferred Shares: 14.50%
Name and Address of Beneficial Owner: Vincent Cannata, P.O. Box
2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): 22,343 (5)
Percent of Class of Common Shares: 5.99%
$2.70 Preferred Shares Beneficially Owned (1): 9,835 (6)
Percent of Class of $2.70 Preferred Shares: 6.78%
$.50 Preferred Shares Beneficially Owned (1): 2,673
Percent of Class of $.50 Preferred Shares: 12.21%
Name and Address of Beneficial Owner: CARI Corporation, 1100
Poydras St., New Orleans, Louisiana 70163
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): 8,046
Percent of Class of $2.70 Preferred Shares: 5.55%
$.50 Preferred Shares Beneficially Owned (1): 1,887
Percent of Class of $.50 Preferred Shares: 8.62%
Name and Address of Beneficial Owner: Frank J. Domino Sr., P.O.
Box 2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares: -
$.50 Preferred Shares Beneficially Owned (1): 1,190
Percent of Class of $.50 Preferred Shares: 5.43%
Name and Address of Beneficial Owner: Anthony J. Guarisco, Sr.
P.O. Box 2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): 37,542
Percent of Class of Common Shares: 10.06%
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares: -
$.50 Preferred Shares Beneficially Owned (1): 2,500
Percent of Class of $.50 Preferred Shares: 11.42%
Name and Address of Beneficial Owner: Leonard and Hayes, 1014
Seventh Street, Morgan City, Louisiana 70380
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares: -
$.50 Preferred Shares Beneficially Owned (1): 1,919
Percent of Class of $.50 Preferred Shares: 8.76%
Name and Address of Beneficial Owner: Wiley Magee, P.O. Box
2208, Morgan City, Louisiana 70381
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares: -
$.50 Preferred Shares Beneficially Owned (1): 1,238
Percent of Class of $.50 Preferred Shares: 5.68%
Name and Address of Beneficial Owner: Murray P. Ordogne Estate,
1014 Seventh Street, Morgan City, Louisiana 70380
Common Shares Beneficially Owned (1): -
Percent of Class of Common Shares: -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares: -
$.50 Preferred Shares Beneficially Owned (1): 3,090
Percent of Class of $.50 Preferred Shares: 14.11%
(1) Determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 based upon information
furnished by the persons listed or contained in filings made
by them with the Securities and Exchange Commission.
(2) Includes 3,850 shares in the name of Bailey Estate.
(3) Includes 33,870 shares held by the Blakeman Trust over which
Mr. Blakeman shares voting powers.
(4) Shares held by the Blakeman Trust over which Mr. Blakeman
shares voting powers.
(5) Includes 6,910 shares in the name of Cannata's Super Market,
Inc. over which Mr. Cannata shares voting and investment
power.
(6) Includes 3,455 shares in the name of Cannata's Super Market,
Inc. over which Mr. Cannata shares voting and investment
power.
Executive Officers
The executive officers of Bancshares and the Bank as of April 15,
1996, are as follows:
Name Age Position Currently
Held
Brooks Blakeman 49 Chairman of the Board
of Bancshares and the
Bank
Randolph Cullom 58 President and Chief
Executive Officer of
Bancshares and the
Bank
Wiley Magee 52 Secretary of the
Board of Bancshares
and the Bank
Lee A. Ringeman 66 Executive Vice
President and Chief
Financial Officer of
Bancshares and the
Bank
Conley J. Dutreix 48 Executive Vice
President of the Bank
and Assistant
Secretary
of the Board of
Directors of
Bancshares
and the Bank
Each executive officer has been an officer or director of
Bancshares and the Bank for five years or more.
Executive Compensation
The following table sets forth the aggregate cash
compensation paid by the Bank for services rendered in all
capacities during the fiscal years ended December 31, 1993, 1994,
and 1995, with respect to each executive officer whose total cash
compensation exceeded $100,000.
Active officers of Bancshares are also officers of the Bank
and receive no annual compensation from Bancshares.
Annual Compensation
Name and Other All
Principal Annual Other
Position Year Salary Bonus (1) Comp. (2) Comp.
(3)
Randolph 1995 $90,000 $26,785 $4,500 $ 765
Cullom 1994 90,000 20,000 4,250 529
President 1993 90,000 30,000 4,500 529
and Chief
Executive
Officer of
Bancshares
and the Bank
(1) Mr. Cullom has an employment contract with the Bank
whereby his initial base annual salary is $90,000. In
addition to the annual salary, he is entitled to a non-
cumulative annual cash bonus of $300 for each basis
point of return on average annual assets, up to a
maximum of $30,000. Return on average annual assets is
defined as the after tax earnings before any bonuses.
The bonus earned in 1994 was paid in 1995 and 1995 was
paid in 1996. Also as part of his employment agree-
ment, in the event Mr. Cullom is terminated without
good cause, he shall be entitled to receive one year
annual salary as severance pay.
(2) Represents director fees.
(3) The Bank paid approximately $765 in term life insurance
premiums on behalf of Mr. Cullom in 1995 and $529 in
each of the years 1994, and 1993, respectively. This
group policy has no cash surrender value.
The Bank has instituted an unqualified defined benefit
retirement program for three of its executive officers, as
follows:
Name and Annual Planned
Principal Pre-Retirement Retirement Retirement
Position Death Benefit (1) Benefit (2) Date - Age
Randolph Cullom $487,250 $50,000 2002 - 65
President and
Chief Executive
Officer
Lee A. Ringeman 292,350 30,000 2000 - 70
Executive Vice
President
Conley J. Dutreix 292,350 50,000 2012 - 65
Executive Vice
President
(1) Benefits payable to the participant's named beneficiaries.
(2) Benefits payable monthly for life, 15 years certain.
These death benefits are funded by single premium life
insurance policies on the lives of the participants. The
policies are owned by the Bank and the proceeds from death
benefits are payable to the Bank. Projected December 31, 1996
death benefits are as follows: Mr. Cullom - $835,000; Mr.
Ringeman - $317,000; and Mr. Dutreix - $377,000. The retirement
benefits are being funded by regular accruals by the Bank.
If the Bank terminates a participant's employment prior to
his planned retirement date for cause, the participant shall not
be entitled to any benefits. If employment is terminated prior
to his planned retirement date, other than by death or discharge
for cause, the Bank shall pay to the participant an amount which
is the actuarial equivalent of his annual retirement benefit,
computed in accordance with the agreement.
If a participant's employment is terminated within
twenty-four (24) months following a change in control of the
Bank, the participant will be entitled to the benefits set forth
in the preceding paragraph with the respective benefits being
increased in amount by fifty (50%) percent. Change in control is
defined as an occurrence in which a person, not presently owning
25% of the voting shares, including a syndicate or group deemed
under Louisiana law to be a person, becomes the beneficial owner,
directly or indirectly, of securities of the Company having 25%
or more of the total number of votes which may be cast for
directors of the Company, or during any period of two consecutive
years, individuals who constitute the board of directors at the
beginning of such period cease for any reasons to constitute at
least a majority thereof unless the election, or the nomination
for election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such
period. The increased benefits made applicable in this event are
not included in the insurance policies or accruals referred to
above and would be a cost to the company at the point any such
benefits became payable.
Bancshares and the Bank have no established policy or
practice with respect to providing personal benefits to officers,
directors or principal stockholders. Although the Bank pays for
civic and social club memberships for certain officers, the
aggregate annual value per person of such benefits is
considerably less than $2,500.
Neither Bancshares nor the Bank has any other remuneration,
pension or retirement plans in effect. The Bank provides health
and life insurance coverage for all employees.
Modification Or Exchange of Securities
(a) Proposed Modifications to the Company's Outstanding Stock.
As part of a plan of recapitalization more fully described below,
the Company proposes that amendments of its Articles of
Incorporation will be effected to (i) increase the authorized
amount of Class B Common Shares from 210,000 shares to 1,500,000
shares; and (ii) reclassify the outstanding 145,001 shares of
$2.70 Preferred Shares as Class B Common Shares, at the rate of
$27.80 in value of Class B Common per share of $2.70 Cumulative
Preferred; and (iii) exchange the outstanding 21,900 shares of
$.50 Preferred Shares for Class B Common Shares, at the rate of
$5.00 in value of Class B Common per share of $.50 Preferred
Shares; and (iv) reclassify the outstanding 210,000 shares of
Class A Common Shares as Class B Common Shares at the rate of one
share of Class B Common Stock for each share of Class A Common
Stock to be reclassified; and (v) redesignate the Class B Common
Shares and any unauthorized but unissued preferred stock as
Common Stock as limited to the overall authorization of 1,500,000
shares. To the extent that the reclassifications of the
Company's capital stock result in fractional share interests,
cash payments will be made to eliminate same. The plan of
recapitalization also provides that holders of $2.70 Preferred
Shares will be entitled to certain cash payments in the form of
dividends to be declared as part of the plan as more fully
described below.
The effect of the reclassifications and other features of
the proposed plan of recapitalization will be to provide for one
class of stock and to eliminate all of the rights of the holders
of the two classes of preferred stock currently provided for in
the Company's Articles of Incorporation, including the rights to
annual accrual of dividends and rights to dividend preferences,
as well as preferences upon liquidation, dissolution or winding
up of the Company. However, the recapitalization is being
proposed in order to eliminate the impediments to the Company's
ability to raise capital and to its ability to expand and grow.
Because the former holders of preferred stock will be holders of
the Company's Common Stock after implementation of the plan of
recapitalization, these former preferred shareholders will
participate in the benefits of such expansion and growth.
Furthermore, the value of the cash and Common Stock received by
the $2.70 Preferred shareholders and the Common Stock received by
the $.50 Preferred shareholders will be greater than the present
value of the respective rights surrendered by such shareholders.
Upon approval and implementation of the proposed plan of
reorganization, for each share of 2.70 Cumulative Preferred, the
holder will receive 2.5827 additional shares of Common Stock and
$10.25 cash with the share of $2.70 preferred being itself
converted into Common Stock. For each share of $.50 Cumulative
Preferred, the holder will receive .6443 shares of Common Stock
in exchange for the share of $.50 Cumulative Preferred.
RECAPITALIZATION AND COMMON STOCK ISSUE
The following tables set forth, as of December 31, 1995, the
value of consideration to be received expressed in terms of (a)
issuance of Common Stock with an estimated fair value of $7.76 in
exchange for the outstanding $2.70 Preferred Shares and the $.50
Preferred Shares, (b) the ratio of Common Shares outstanding
following the exchange, and (d) the estimated fair value of
Common Shares outstanding following the exchange:
Common
Shares
Outstanding
Exchange Following
Shares Ratio Exchange
$2.70 Preferred 145,001 3.5827 519,495
$ .50 Preferred 21,900 .6443 14,110
Class A Common 206,124 1.0000 206,124
Class B Common 166,901 1.0000 166,901
Common Stock 906,630
=======
Estimated Fair Value of
Common Stock Outstanding
Following the Exchange $7,035.000
The following table sets forth, as of December 31, 1995, (a)
Bancshares' consolidated Stockholders' Equity, (b) the pro forma
adjustments resulting from recapitalization, and (c) the pro
forma consolidated Stockholders' Equity following the
recapitalization:
Pro Forma
Consolidated
Stockholders' Pro Forma Equity
Equity Adjustments Following
12/31/95 Debit Credit Recapitalization
(In Thousands of Dollars)
Bank Debt $ -0- $1,000(1) $ 1,000
===== ========= ========
Stockholders'
Equity
$2.70 Preferred
Stock $3,481 $3,481(2) - -
$ .50 Preferred
Stock 107 107(2) - -
Class A Common
Stock 1,050 1,050(2) - -
Common Stock 17 - 74(2) 91
Capital Surplus 2,039 16(3) 4,564(2) 6,587
Accumulated
Deficit (1,023) 1,486(4) - (2,509)
Treasury Stock (16) - 16(3) -
Net Unrealized Gain on
Securities Available
for Sale 7 - - 7
Stockholders'
Equity $5,662 $4,176
====== ======
Notes:
(1) Funds borrowed for proposed cash dividend of $10.25 per
share of $2.70 Preferred Stock.
(2) Issuance of 739,729 shares of Common Stock in exchange for
the outstanding $2.70 Preferred Stock, $.50 Preferred Stock
and Class A Common Stock, $5 par value, at a $.10 stated
value.
(3) Elimination of Treasury Stock.
(4) Cash dividend on $2.70 Preferred Stock.
(b) Features of The Company's Outstanding Stock Before and After
the Proposed Recapitalization. As noted, the Company proposes
that its Articles of Incorporation be amended to reclassify its
preferred stock and its Class A Common Stock as Class B Common
Stock and to redesignate its Class B Common Stock as Common Stock
so as to provide for only one class of capital stock after
implementation of the plan of recapitalization.
At present, the Company is authorized to issue 420,000
shares of common stock, 210,000 of which are designated as Class
A Common Shares with a $5.00 par value (of which 210,000 are
outstanding, including treasury shares); and 210,000 of which are
designated as Class B Common Shares with no par value (of which
170,877 are outstanding, including treasury shares). In
addition, the Company's Articles of Incorporation authorize
issuance of 210,000 shares of no par value preferred stock in one
or more series. The initial series of preferred stock issued
pursuant to this authorization was the $2.70 Preferred Shares,
and 145,001 shares of such stock are currently outstanding. Of
the remaining authorized 64,999 shares of preferred stock, a
second series of no par value preferred stock, the $.50 Preferred
Shares has been authorized, of which 21,900 shares are
outstanding.
Thus, under the Company's Articles of Incorporation prior to
the proposed amendments, the Company is authorized to issue a
total of 630,000 shares of common and preferred stock and has
outstanding a total of 547,778 shares, including treasury shares,
of common and preferred stock, of which 210,000 shares are Class
A Common Shares, 170,877 shares are Class B Common Shares,
145,001 shares are $2.70 Preferred Shares and 21,900 shares are
$.50 Preferred Shares.
Under the Articles of Incorporation as currently written,
the Class A Common Shares and the Class B Common Shares is equal
in all respects regarding their preferences, limitations, values
and relative rights. The only difference is that the Class A
Common Shares have a designated par value of $5.00 per share,
whereas the Class B Common Shares are designated as having no par
value. Accordingly, holders of both the Class A Common Shares and
the Class B Common Shares have one vote for each share held on
matters as to which the vote or consent of the shareholders of
the Company may be required. Further, the holders of Class A
Common Shares and the Class B Common Shares share ratably in any
cash dividends declared by the Board of Directors, and, in the
event of liquidation, dissolution or winding up of the Company,
share ratably in the assets of the Company available for
distribution to its common shareholders. Neither the Class A
Common Shares nor the Class B Common Shares has conversion or
redemption rights.
After the proposed amendments to the Company's Articles of
Incorporation, the current holders of Class A Common Shares and
of Class B Common Shares will continue to have the same relative
rights and preferences as they had prior to the amendments. The
only difference will be that the current holders of the Class A
Common Shares, which has a $5.00 per share par value, will hold,
after the recapitalization, Common Shares with no par value; and
the current holders of Class B Common Shares will hold Common
Shares that is exactly the same as they held prior to the
proposed amendments, except that the name of the stock will have
been changed from Class B Common Shares to Common Shares.
Under the Articles of Incorporation prior to the proposed
amendments, each share of the $2.70 Preferred Shares are entitled
to receive, if and when declared by the Board of Directors,
cumulative cash dividends at a rate of $2.70 per annum per share.
These dividends accrue from July 13, 1988 and are entitled to be
paid in preference to the holders of the Class A Common Shares,
the Class B Common Shares, and the $.50 Preferred Shares. No
dividends are payable until and unless declared by the Board of
Directors, and no interest is payable on dividends in arrears.
All dividends declared by the Board to date have been paid, but
there are accrued but undeclared dividends from October 13, 1989
through April 13, 1996 of $2,544,768. The Articles of
Incorporation also currently provide that the Company can redeem
the $2.70 Preferred Shares in 1996 at the price of $27.80 per
share. Upon liquidation, dissolution or winding up of the
Company, the holders of $2.70 Preferred Shares are entitled to
receive $27.00 per share of $2.70 Preferred Shares, plus accrued
and unpaid dividends to the date of payment, before any
distribution of assets of the Company may be made to holders of
common stock or $.50 Preferred Shares. The holders of the $2.70
Preferred Shares have no conversion or preemptive rights.
Further, the Articles of Incorporation currently provide
that neither the Board of Directors nor the holders of common
stock of the Company may amend, alter or repeal any provision of
the Articles of Incorporation of the Company in any manner that
adversely affects any of the rights, privileges, preferences,
powers or restrictions provided for the benefit of the $2.70
Preferred Shares without the favorable vote of the holders of at
least fifty-one percent (51%) of the outstanding shares of $2.70
Preferred Shares, voting as a class.
Under the Articles of Incorporation prior to their
amendment, each share of the $.50 Preferred Shares is entitled to
receive, if and when declared by the Board of Directors,
cumulative cash dividends at a rate of $.50 per annum per share
which accrue from the date of share issuance. Said dividends and
any right on liquidation are entitled to be paid in preference to
holders of the Company's common stock, but are junior to the
rights of holders of $2.70 Preferred Shares. No dividends are
payable until and unless declared by the Board of Directors, and
no interest is payable on dividends in arrears. No dividends
have ever been declared on the $.50 Preferred Shares, but there
are accrued but undeclared dividends from July 13, 1989 through
April 13, 1996 of $72,112. The Company can redeem the $.50
Preferred Shares at any time at a price of $5.00 per share. The
holders of $.50 Preferred Shares have no conversion or preemptive
rights.
Neither the Board of Directors nor the holders of common
stock of the Company may amend, alter or repeal any provision of
the Articles of Incorporation of the Company in any manner that
adversely affects any of the rights, privileges, preferences,
powers or restrictions provided for the benefit of the $.50
Preferred Shares without the favorable vote of the holders of at
least fifty-one percent (51%) of the outstanding shares of $.50
Preferred Shares, voting as a class.
It is proposed that the Company's Articles of Incorporation
be amended to (i) increase the authorized amount of Class B
Common Shares from 210,000 shares to 1,500,000 shares; and (ii)
reclassify the outstanding 145,001 shares of $2.70 Preferred
Shares as Class B Common Shares, at the rate of $27.80 in value
of Class B Common per share of $2.70 Preferred Shares; and (iii)
exchange the outstanding 21,900 shares of $.50 Preferred Shares
as Class B Common Shares, at the rate of $5.00 in value of Class
B Common per share of $.50 Preferred Shares; and (iv) reclassify
the outstanding 210,000 shares of Class A Common Shares as Class
B Common Shares at the rate of one share of Class B Common Shares
for each share of Class A Common Shares to be reclassified; and
(v) redesignate the Class B Common Shares and any authorized but
unissued preferred stock as limited to the overall authorization
of 1,500,000 shares, as Common Stock. The effect of these
reclassifications will be to provide for one class of stock,
after implementation of the plan of recapitalization, and to
eliminate all of the rights of the holders of the two classes of
preferred stock currently provided for in the Company's Articles
of Incorporation, including the rights to annual accrual of
dividends and rights to dividend preferences, as well as
preferences upon liquidation, dissolution or winding up of the
Company. While these rights will be eliminated, the value of the
cash and Common Stock received by the $2.70 Preferred share-
holders and the Common Stock received by the $.50 Preferred
shareholders will be greater than the present value of the
respective rights surrendered by such shareholders.
(c) Reasons for the Proposed Recapitalization. The Company is
a one-bank holding company for its principal subsidiary, Guaranty
Bank & Trust Company of Morgan City (the "Bank"). As of this
date, the operations of the Bank have not been such as to permit
the Company to pay all of the dividends as they accrue on the
$2.70 Preferred Shares or the $.50 Preferred Shares. While some
dividends have been paid, as of April 13, 1996,$2,544,768 of
dividends on the $2.70 Preferred Shares have not been declared or
paid and as of April 13, 1996, $72,112 of dividends on the $.50
Preferred Shares have not been declared or paid. Absent
significant and unanticipated changes in the Bank's operations
and profitability, it does not appear that the Company will be
able to declare and pay dividends as they accrue unless there
is a liquidation or other disposition of the Bank or the Company.
In addition, the burden placed on the Company by the continued
accrual of the dividends on the preferred stock may have a
negative effect on the overall value of the Company.
The Board of Directors recommends the proposed recapitali-
zation. In making this recommendation, the Board recognizes that
there is a conflict in interest in that members of the Board are
also shareholders who will receive dividends contemplated by the
proposed plan and whose shares will be exchanged or reclassified.
The Board has not engaged any outside advisers to evaluate the
fairness of the proposed reorganization. In establishing the
values recited in this proxy statement and which are used to
calculate the proposed recapitalization, the Board has relied on
a valuation opinion issued by the firm of LaPorte, Sehrt, Romig &
Hand, certified public accountants, which establishes a value of
the Company on a going concern basis.
Under the Company's current capital structure and based upon
the Company's history of earnings, the amount of dividends that
have a liquidation preference in favor of holders of Preferred
Shares is likely to increase. That increase is perceived by the
Board as an impediment to raising capital. Although the Board
has no plans at this time to issue new or additional securities,
if they should be issued in the future, they should be more
favorably received if such securities are not junior in rank to
the accrued claims of the Preferred Shares. In addition, the
Board believes that in the event that a decision is made to seek
to sell the Company or enter into any other transaction involving
substantially all of the Company's assets, the capital structure
in place after implementation of the proposed recapitalization
will facilitate any such transaction and the value to be received
by shareholders. However, no decision to either sell the Company
or to enter into any transaction involving substantially all of
the Company's assets has been made at this time nor is the Board
actively pursuing any such transaction as of the date hereof.
The general effect of the proposed reclassifications is that
the holder of $2.70 Preferred Shares and $.50 Preferred Shares no
longer will be preferred shareholders and will not have the
rights of preferred shareholders. However, the former preferred
shareholders will become owners of shares of Common Stock, with
the rights of common stockholders. Furthermore, the value of the
cash dividends to be paid to $2.70 Cumulative Preferred Share-
holders, as set forth below will be greater than the present
value calculated by LaPorte, Sehrt, Romig & Hand of the accrued
dividends surrendered by such shareholders. The rights to
accrued dividends surrendered by the $.50 Cumulative Preferred
shareholders should be offset by the prospect of future growth in
value of Common Shares received in exchange, however, no
guarantee can be made that such future growth will occur of that
the $.50 Cumulative Preferred Shares will receive value
equivalent to the rights surrendered under the proposed plan.
(d) No Arrears in Dividends. There are no arrears in dividends
with regard to the $2.70 and $.50 Cumulative Preferred Stock.
All dividends declared by the Board of Directors to date have
been paid.
(e) Other Features of the Proposed Recapitalization Plan. The
Company intends to use $500,000 of its funds and to borrow an
additional $1,000,000 to declare and pay a dividend in
approximately that same amount on the $2.70 Preferred Shares
immediately before its reclassification. The Company will secure
the borrowed funds by pledging the capital stock of the Bank that
the Company owns. The Board of Directors of the Company will
declare a dividend on the $2.70 Preferred Shares in the amount of
$10.25 per share.
(f) Financial Information. The Annual Report to Shareholders
and the report of financial information for the quarter ended
March 3, 1996, are furnished herewith and incorporated herein by
reference.
(g) Regulatory Approval. If approved by the requisite vote of
the shareholders, the Plan of Reorganization is subject to the
approval of the regulatory authorities that supervise the
operations of the Company and its Bank subsidiary.
(h) Regulatory Approval. If approved by the requisite vote of
the shareholders, the Plan of Reorganization is subject to the
approval of the regulatory authorities that supervise the
operations of the Company and its Bank subsidiary.
Amendment of Articles of Incorporation
Under the plan of recapitalization, the Articles of
Incorporation of the Company will be amended (i) to increase the
authorized number of Class B Common Shares from 210,000 to
1,500,000 shares; and (ii) to reclassify and convert the Class A
Common Shares, the $2.70 Preferred Shares and the $.50 Preferred
Shares into Class B Common Shares; and to redesignate the Class B
Common Shares as Common Shares, all as described herein. The
Articles of Incorporation of the Company will be further amended
to remove all references to the Class A Common Shares, the $2.70
Preferred Shares and the $.50 Preferred Shares and to allow
issuance of certificates representing shares of the Common
Shares.
Financial Statements
A copy of such Annual Report is being mailed with this
Proxy Statement to each shareholder of record on the record date
for the annual meeting.
Relationship With Independent Public Accountants
Bancshares' consolidated financial statements for the year
ended December 31, 1995 were audited by the firm of Darnall,
Sikes, Kolder, Frederick & Rainey. Under the resolution
appointing Darnall, Sikes, Kolder, Frederick & Rainey to audit
Bancshares' financial statements, such firm will remain as
Bancshares' auditors until replaced by the Board of Directors.
Representatives of Darnall, Sikes, Kolder, Frederick & Rainey are
expected to be present at the annual meeting, with the
opportunity to make any statement they desire at that time, and
will be available to respond to appropriate questions.
Other Proposed Action
Bancshares does not know of any matters to be presented at
the annual meeting other than those mentioned herein. However,
if any other matters properly come before the meeting or any
adjournments thereof, it is the intention of the persons named in
the enclosed proxy to vote the shares represented by them in
accordance with their best judgment.
Shareholder Proposals
Shareholders who desire to present a proposal qualified for
inclusion in the proxy material relating to the 1997 Annual
Meeting of Guaranty Bancshares Holding Corporation must forward
such proposals to the Secretary of Bancshares at the address
listed on the first page of this proxy statement in time to
arrive prior to December 16,1996, unless Bancshares notifies the
stockholders otherwise. Only those proposals that are proper for
stockholder action and otherwise proper may be included in
Bancshares' proxy statement.
THE ATTACHED PROXY IS SOLICITED BY MANAGEMENT
BY ORDER OF THE BOARD OF DIRECTORS
Wiley Magee
Corporate Secretary
May 23, 1996.
GUARANTY BANCSHARES HOLDING
CORPORATION AND SUBSIDIARIES
FINANCIAL REPORT
QUARTERS ENDED MARCH 31, 1996 AND 1995
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED DATE
(In thousands of dollars, except per share data)
Three Months
Ended March 31,
1996 1995
Operating data:
Total interest income $ 1,126 $ 1,127
======== ========
Net interest income $ 649 $ 638
Recovery (provision) from (for)
loan losses - -
Other non-interest income 79 106
Non-interest operating expense 565 566
Income taxes 58 63
Net income $ 105 $ 115
======== ========
Per common share data:
Net income $ .01 $ .04
Cash dividends - -
Number of common shares
outstanding 303,025 374,275
Weighted average of common
shares outstanding 373,025 374,275
Selected statements of
condition items:
Year end balances:
Total assets 62,002 58,073
Investment securities 10,998 10,932
Securities available 5,183 5,677
Loans, net of unearned
income 34,225 35,449
Total deposits 52,432 48,838
Notes payable 1,632 1,808
Stockholders's equity 5,767 5,295
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary
For the three months ended March 31, 1996, Bancshares earned
$105,000, compared with earnings of $115,000 for the comparable
period in 1995. The primary reasons for the decrease in earnings
were a decrease in other operating income. The subsidiary bank
did not make a provision for loan losses in either period.
New credit income is the most significant component of
financial operations and is affected by interacting forces, in-
cluding changes in investment market interest rates and changes in
volume and mix of interest earning assets and interest bearing
deposits. For the first three months of 1996, net interest income
as a percent of net average earning assets of $55,694,000 was 4.7
percent, the same as the first quarter of 1995.
Net Operating Results
The following analysis should be read in conjunction with the
accompanying financial statements.
Interest income decreased a net of $1,000. Of this amount,
federal funds sold increased $58,000. Interest on loans decreased
$25,000, while investment income decreased $34,000.
The decrease in loan income is attributable to a $381,000
decrease in average loans outstanding, and 0.3 percent decrease in
average yields to 9.5 percent. The decrease in investment income
was the result of a $3,040,000 decrease in average securities
investments and offset by a 0.3 percent increase in average yields,
mirroring the overall change in interest rates.
Interest expense decreased $12,000 from 1995 levels. Average
interest bearing deposits decreased $1,025,000, while average rates
paid did not change from the 3.8 percent of 1995. Funds borrowed
are from the Federal Home Loan Bank of Dallas and were used to fund
commercial real estate loans which have a comparable scheduled
amortization and maturity.
Investment Securities
Investment securities decreased from $16,609,000 as of March
31, 1995 to $16,181,000 at March 31, 1996. This is primarily
attributable to maturities of U.S. Treasury securities and
amortization on mortgage backed securities and purchases of U.S.
Agency securities. There were no securities sales during the first
quarter of 1996 or 1995.
An analysis of investment securities follows (in thousands).
Amortized Unrealized Market
Cost Gain Loss Value
March 31, 1996
Held to Maturity
U. S. Treasury Securities $ 1,000 $ - $ - $ 1,000
Obligations of U.S.
Agencies and Corporations 9,315 1 1 9,315
Obligations of states and
political subdivisions 666 13 1 678
Other Investments 17 - - 17
Total $10,998 $ 14 $ 2 $11,010
======= ==== ==== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,674 $ 17 $ 6 $ 4,685
Other investments 498 - - 498
Total $ 5,172 $ 17 $ 6 $ 5,183
======= ==== ==== =======
March 31, 1995
Held to Maturity
U. S. Treasury Securities $ 5,923 $ - $ 29 $ 5,894
Obligations of U.S.
Agencies and Corporations 4,620 1 51 4,570
Obligations of states and
political subdivisions 362 - 5 357
Other Investments 27 - - 27
Total $10,932 $ 1 $ 85 $10,848
======= ====== ==== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 5,215 $ 10 $ 25 $ 5,200
Other investments 477 - - 477
Total $ 5,692 $ 10 $ 25 $ 5,677
======= ====== ==== =======
An analysis of the market value of the investment portfolio by
maturity periods or repricing frequency at March 31, 19965 follows
(in thousands):
Amortized Market
Cost Value
Within one year $ 7,583 $ 7,583
One to five years 6,843 6,859
Five to ten years 464 473
After ten years 1,280 1,278
Total $16,170 $16,193
======== =======
Maturities of mortgage backed securities are classified by
contractual (stated) maturity dates. Expected maturities will
differ from contractual maturities because borrowers have the right
to call or prepay obligations.
Investment securities with a carrying value of approximately
$8,128,000 and $6,986,000 at March 31, 1996 and March 31, 1995,
respectively, were pledged to secure public deposits as required
by law.
Deposits
A summary of the deposits as of March 31, 1996 and March 31,
1995 is as follows:
March 31 March 31
1996 1995
(in thousands)
Demand Deposits $ 9,783 $ 6,756
NOW Accounts 5,764 4,998
Money Market
Investment Accts. 7,367 5,023
Savings Deposits 6,945 7,267
Other Time Deposits 16,820 17,951
Certificates of Dep.
of $100,000 or
more 5,753 6,843
$52,432 $48,838
======= =======
Non-interest bearing demand deposits at March 31, 1996
increased $3,027,000 from March 31, 1995. As interest rates paid
on money market investment accounts and certificates of deposits
trended downward, depositors transferred funds to non-bank related
institutions. Certificates of deposits of $100,000 or more to
commercial entities decreased $1,162,000. During this period,
public fund deposits in certificates of deposit of $100,000 or more
increased $72,000.
The Bank has insignificant foreign and no brokered deposits.
Short Term Borrowings
The Bank had no short term borrowings in 1996 or 1995.
Allowance for Loan Losses and Non-Performing Loans and Other Real
Estate
The allowance for loan losses was 1.48 percent of loans
outstanding at March 31, 1996, compared with 1.42 percent at March
31, 1995. The Bank did not make a provision to the reserve for loan
losses during the first quarters of 1996 or 1995.
1996 1995
Balance at January 1, $504,000 $502,000
Recoveries credited to the allowance 3,000 4,000
507,000 506,000
Losses charged to the allowance 2,000 1,000
Balance at March 31 $505,000 $505,000
======== ========
Indicative of conditions in the local economy, the following
schedule shows non-performing loans on non-accrual status and
repossessed and foreclosed real estate.
March 31 March 31
1996 1995
Non-accrual loans $72,000 $ -
Foreclosed real estate 64,000 30,000
Management believes the Bank has adequate reserves to provide
for possible future loan losses.
Other Income
Other operating income aggregated to $79,000 for the first
three months of 1996 compared with $106,000 in 1995. There was no
trading account activity in 1996 or 1995.
Quarter Ending
March 31
1996 1995
Service charges on deposit accounts $ 49,000 $ 50,000
Other service charges and fees 20,000 17,000
Other operating income 10,000 39,000
Net securities and gains - -
Total $ 79,000 $106,000
======== ========
Operating Expenses
Other operating expenses totaled $565,000 for the first three
months of 1996, compared with $556,000 for 1995, a $9,000 increase.
F6
Personnel expenses totaled $265,000 for the period, compared
with $247,000 in 1995. In 1996, expenses related to other real
estate and repossessed property, net of rental income on these
properties, totaled $1,000. Expenses represent taxes and main-
tenance on these properties.
A summary of other operating expenses is as follows:
Three Months 1996
Ending Over
March 31, (Under)
1996 1995 1995
(In Thousands)
Salaries and benefits $ 265 $ 247 $ 18
Expenses related to other real
estate and repossessed
properties, net of rental
income on these properties 1 6 (5)
Net occupancy expenses 108 104 4
Equipment and computer expenses 49 50 (1)
Professional fees and services 38 35 3
FDIC and other insurance 10 37 (27)
Other 94 77 17
$ 565 $ 556 $ 9
===== ===== =====
Income Taxes
Income taxes were accrued at the U. S. federal tax rate. At
March 31, 1996, Bancshares has no net operating loss carry forwards
available.
Liquidity
The term "liquidity" generally refers to the ability of a
company to generate adequate amount of cash to meet its needs. For
a bank, "liquidity" represents its ability to meet timely the
demand for funds used to honor checks, to pay maturing time
deposits, to fund increases in loan demand and to satisfy other
commitments. Unless it borrows funds, a bank's source of funds are
generally its core deposits and its retained earnings.
At March 31, 1996 and 1995, the Bank's gross loans-to-deposits
ratios were 65.3 percent and 72.6 percent, respectively. Loans
decreased $1,224,000 from 1995 levels. Significant to the loan-
to-deposit ratio computation, deposits increased $3,594,000 as of
March 31, 1996 from 1995. The Bank has no brokered deposits.
As a bank holding company, the ability of Bancshares to pay
its obligations is wholly dependent upon the receipt of dividends
and tax benefits from the Bank.
Capital Resources
At March 31, 1996, stockholders' equity amounted to $5,767,000
compared with $5,295,000 at March 31, 1995.
Bancshares has paid only one $2.70 and one 67.5 cents dividend
on its $2.70 preferred stock and has not declared or paid dividends
on its $.50 preferred stock since their issuance. As a result
accumulated and unpaid dividends are as follows:
$2.70 Preferred Stock, Dividends accumulated
from January 13, 1990 through April 13, 1996 $2,545,000
$.50 Preferred Stock, dividends accumulated
from January 13, 1990 through April 13, 1996 72,000
$2,617,000
==========
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CONDITION
March 31 March 31
1996 1995
(in thousands)
(unaudited)
ASSETS
Cash and due from banks $ 2,292 $ 2,191
Investment securities available for sale 5,183 5,677
Investment securities held to maturity
(Estimated market value $11,010,000 10,998 10,932
Federal funds sold 6,350 650
Loans 34,225 35,449
Less: Allowance for loan losses 505 505
Net Loans 33,720 34,944
Premises and equipment 2,013 2,127
Other real estate 64 30
Other assets 1,382 1,522
Total Assets $62,002 $58,073
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $52,432 $48,838
Obligations under capital lease 1,617 1,703
Notes payable 1,632 1,808
Other liabilities 554 429
Total Liabilities 56,235 52,778
Commitments and contingent liabilities (Note 2) - -
Stockholders' Equity
$2.70 Cumulative Preferred stock 3,481 3,497
$.50 Cumulative Preferred stock 107 107
Class A Common stock; $5 par value 1,050 1,050
Class B Common stock; no par value 17 17
Capital surplus 2,039 2,039
Accumulated deficit (918) (1,389)
Treasury Stock (16) (16)
Unrealized loss on securities
available for sale 7 (10)
Total Stockholders' Equity 5,767 5,295
Total Liabilities and Stockholders' Equity $62,002 $58,073
======= =======
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
Three Months Ended
March 31
1996 1995
(in thousands, except
per share data)
(unaudited)
INTEREST INCOME
Interest and fees on loans $ 816 $ 841
Interest on federal
funds sold 93 35
Interest on investment securities:
Taxable income 207 246
Non-Taxable income 10 5
Total Interest Income 1,126 1,127
INTEREST EXPENSE
Interest on deposits 408 415
Interest on capital lease 41 43
Interest on note payable 28 31
Total Interest Expense 477 489
Net Interest Income 649 638
Provision for loan losses 0 0
Net Interest Income after Provision
for loan losses 649 638
Other operating income 79 106
Operating expenses 565 566
Income before income tax expense 163 178
Income tax expense 58 63
Net income 105 115
Dividends required for preferred stock (101) (101)
Net income available for common
stockholders $ 4 $ 14
===== =====
Earnings per common share $ .01 $ .04
Weighted average common shares
outstanding 373,025 374,275
======= =======
GUARANTY BANCSHARES HOLDING CORPROATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Unrealized
Gain(Loss)
on Securities
Balance at Available Balance at
Jan.1, 1996 Net Income For Sale Mar.31,1996
(In thousands)
$2.70
Preferred
Stock $ 3,481 - - 3,481
$.50
Preferred
Stock $ 107 - - 107
Class A
Common
Stock $ 1,050 - - 1,050
Class B
Common
Stock $ 17 - - 17
Capital
Surplus $ 2,039 - - 2,039
Accumulated
Deficit $ (1,023) 105 - (918)
Treasury
Stock $ (16) - - (16)
Unrealized
loss on
Securities
available
for sale $ 7 - - 7
GUARANTY BANCSHARES HOLDING CORPROATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Unrealized
Gain(Loss)
on Securities
Balance at Available Balance at
Jan.1, 1995 Net Income For Sale Mar.31,1995
(In thousands)
$2.70
Preferred
Stock $ 3,497 - - 3,497
$.50
Preferred
Stock $ 107 - - 107
Class A
Common
Stock $ 1,050 - - 1,050
Class B
Common
Stock $ 17 - - 17
Capital
Surplus $ 2,039 - - 2,039
Accumulated
Deficit $ (1,504) 115 - (1,389)
Treasury
Stock $ (16) - - (16)
Unrealized
loss on
Securities
available
for sale $ (11) - 1 (10)
GUARANTY BANCSHARES HOLDING CORPORATION
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Quarter Ended
March 31
1996 1995
(in thousands)
(unaudited)
Cash flows from operating activities:
Net income $ 105 $ 115
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of premium (accretion of discount
on investments),net (52) (70)
(Gain) on sale of other real estate owned 0 (30)
Depreciation and amortization 71 69
(Increase) decrease in accrued interest receivable 27 (30)
Increase in accrued interest payable 42 12
Increase (decrease) in accounts payable
and other liabilities 13 (12)
Net cash provided by operating activities 206 54
Cash flows from investing activities:
Decrease (increase) in federal funds sold (3,025) 1,990
Proceeds from maturities of investment securities 8,589 4,943
Purchase of investment securities (8,536) (4,733)
Net increase (decrease) in loans 322 (671)
Proceeds from sale of other real estate owned 1 110
Purchase of premises and equipment (24) (20)
Increase in other assets (69) (94)
Net cash provided (used) by investing activities (2,742) 1,525
Cash flows from financing activities:
Net increase (decrease) in demand deposits
NOW, savings, and certificates of deposit 1,662 (2,660)
Repayment of notes payable (49) (46)
Repayments of capital lease obligation (15) (20)
Cash dividends 0 (984)
Net cash provided used in financing activities 1,598 (2,824)
Net increase (decrease) in cash and due from banks (938) (1,245
Cash and due from banks, beginning of year 3,230 3,436
Cash and due from banks, end of quarter $2,292 $2,191
====== ======
Supplemental cash flow information:
Interest paid $ 435 $ 476
====== ======
Income taxes paid $ 91 $ -0-
====== ======
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following discussion should be read in conjunction with
the SELECTED CONSOLIDATED DATA on page and the SELECTED
CONSOLIDATED DATA and Managements Discussion and Analysis of
Financial Condition and Results of Operations and Consolidated
Financial Statements and Notes in the accompanying 1995 Annual
Report to Stockholders pages 3 through 42.
The information furnished reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of
results for the three (3) months ended March 31, 1996 and 1995.
All adjustments are considered to be of a recurring nature.
Results for the interim period may not necessarily be indicative
of results for the entire year.
NOTE 1:
On January 13, 1983, pursuant to a Reorganization and Merger
Agreement, Guaranty Bank & Trust Company of Morgan City (the Bank)
was merged into a subsidiary of Guaranty Bancshares Holding
Corporation (Bancshares) with the effect that the Bank became a
wholly owned subsidiary of Bancshares.
Bancshares has outstanding $2.70 Cumulative Preferred Stock
and Class B, No Par Value Common Stock which were issued in 1988
in exchange for subordinated debentures issued in 1983 when the
company was formed. Bancshares also has outstanding Class A, $5.00
Par Value, Common Stock which were also issued when the company was
formed. The $.50 Cumulative Preferred Stock is subordinate to the
$2.70 Preferred Stock and were issued for cash in 1989 and 1990.
The Class B common stock does not differ from the Class A
common stock except that Class A common stock has a par value of
$5 per share and Class B Common stock has no par value.
The Bank acquired, through foreclosure, 3,976 shares of $2.70
preferred stock, 3,876 shares of Class A, $5.00 par value common
stock and 3,976 shares of Class B, no par value common stock. The
preferred shares were cancelled and reverted to authorized but
unissued $.50 preferred stock. The common shares are held as
treasury stock. (See Capital Resources)
Earnings per average commons share for the three months ended
March 31, 1996 and 1995 (unaudited) have been computed using
373.025 and 374.275, respectively, the weighted average shares
outstanding during those periods.
NOTE 2: Contingent Liabilities
As of March 31, 1996, there were $817,833 of letters of credit
outstanding which are not reflected in the consolidated financial
statements. Management does not expect any loss as a result of
these transactions.
PROXY
GUARANTY BANCSHARES HOLDING CORPORATION
1201 Brashear Avenue
Morgan City, Louisiana 70381
This Proxy is Solicited on Behalf of the Board of directors
I, the undersigned, one of the shareholders of Guaranty
Bancshares Holding Corporation, do hereby nominate and appoint
Frank J. Domino, Sr., or Wiley Magee, or either one of them, to be
my proxy, to vote in my place and stead all of my shares of the
stock of Guaranty Bancshares Holding corporation at its Annual
Meeting of Shareholders to be held on June 17, 1996 at 1:00 p.m.
in the Board Room located on the second floor of the Guaranty Bank
& Trust building, 1201 Brashear Avenue, Morgan City, Louisiana, or
at any adjournment thereof, for the purposes of:
Item 1: Electing directors to the Board of Directors of
Guaranty Bancshares Holding Corporation
____FOR all nominees listed below ____WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
H.W. Bailey Conley J. Dutreix
Brooks Blakeman Anthony J. Guarisco, Sr.
Robert M. Bourgeois, M.D. Wiley Magee
Vincent Cannata Lee A. Ringeman
Randolph Cullom Kay S. Vinson
Frank J. Domino, Sr. J. Cameron Webster
INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominee name(s) on the space provided below.
Item 2: Approving a Plan of Reorganization
____FOR ____AGAINST ____ABSTAIN
Item 3: Adopting Amendments to the Articles of Incorporation
to Implement the Plan of Reorganization
____FOR ____AGAINST ____ABSTAIN
Item 4: Taking any other action upon any other matter that
may properly come before the meeting or any
adjournments thereof.
____FOR ____AGAINST ____ABSTAIN
The undersigned acknowledges receipt of the Notice of
Annual Meeting of Shareholders and the Proxy Statement furnished
<PAGE>
herewith. the undersigned hereby revokes any proxies heretofore
given to vote said shares.
To the extent not otherwise instructed above, shares
represented by this proxy will be voted FOR the nominees for
directors recommended by the Board of Directors of Guaranty
Bancshares Holding Corporation, FOR approving the Plan of
Reorganization recommended by the Board of Directors, and FOR
adopting an Amendment to the Articles of Incorporation to implement
the Plan of Reorganization.
THUS EXECUTED ON , 1996.
Print Your Name Here
Sign Your Name Here
PLEASE DATE, SIGN, AND MAIL
THIS PROXY PROMPTLY TO:
Wiley Magee
Corporate Secretary
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
RE: Definitive Proxy Materials
Guaranty Bancshares Holding Corporation
Dear Sir:
Enclosed are definitive proxy materials for Guaranty
Bancshares Holding Corporations' annual meeting to be held on June
17, 1996. The annual report, which was mailed with these
materials, was previously filed with the Commission as an exhibit
to the Form 10-K.
The filing fee was previously enclosed with hard copies of
preliminary materials filed with the commission on April 24, 1996.
Sincerely,
Lee A. Ringeman
