GUARANTY BANCSHARES HOLDING CORPORATION
1201 Brashear Avenue
Morgan City, Louisiana 70381
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 28, 1996
May 4, 1996
The Annual Meeting of Shareholders of Guaranty Bancshares
Holding Corporation will be held on Tuesday, May 28, 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 April 26, 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
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 May 28, 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, 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 contrary to vote for
all nominees
below)
listed below
H.W. Bailey Randolph Cullom
Wiley Magee Brooks Blakeman
Frank J. Domino, Sr. Lee A. Ringeman
Robert M. Bourgeois, M.D. Conley J. Dutreix
Kay S. Vinson Vincent Cannata
Anthony J. Guarisco, 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 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.
PLEASE DATE, SIGN AND MAIL Print Your Name
Here:
THIS PROXY PROMPTLY TO:
Wiley Magee
Sign Your Name
Corporate Secretary Here:
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
PRELIMINARY
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
May 6, 1996
PROXY STATEMENT
FOR ITS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 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 May 28, 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 6, 1996.
Voting Procedure
As of the close of business on April 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 April 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 costruction)
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), Presidnet
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
Year First Became Director of Bancshares: -
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 April 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 agreement, 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 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.
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.
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
Shares Exchange Following
Preferred 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 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.
(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 plan of recapitalization, under which the $2.70 Preferred
Shares and the $.50 Preferred Shares will ultimately be
reclassified as Common Shares, is for the purpose of eliminating
the impediments to the Company's ability to raise capital, and
thus, its ability to expand and grow. The general effect of the
proposed reclassifications is that the holders 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 and
Common Stock received by the $2.70 Cumulative Preferred
shareholders and the Common Stock received by the $.50 Cumulative
Preferred shareholders will be greater than the present value of
the respective rights surrendered by such shareholders.
(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
furnished herewith is 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.
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 6, 1996.
PLAN OF REORGANIZATION OF
GUARANTY BANCSHARES HOLDING CORPORATION
DURING THE 1996 TAX YEAR
________________________
I. PRESENT CAPITALIZATION
Guaranty Bancshares Holding Corporation (the "Company")
is a one bank holding company for its principal subsidiary,
Guaranty Bank & Trust Company of Morgan City (the "Bank") and has
its principal office at 1201 Brashear Avenue, Morgan City,
Louisiana. The Company was incorporated under the laws of the
State of Louisiana on January 12, 1982, its tax identification
number is 72-0933277, and its tax year ends on December 31st. At
present the Company is authorized to issue 420,000 shares of common
stock, 210,000 of which are designated as Class A Common Stock with
a $5.00 par value of which 210,000 are outstanding and 210,000 of
which are designated as Class B Common Stock with no par value of
which 170,877 are outstanding. In addition, the Company is
authorized to issue 210,000 shares of preferred stock, no par
value.
Both classes of common stock are equal in all respects
regarding their preferences, limitations, value and relative
rights. Each share of either class is entitled to one vote on
matters as to which the vote or consent of the shareholders of the
Company may be required. In addition, the holders of Class A
Common Stock and Class B Common Stock share ratably in any cash
dividends if, when and as declared by the Board of Directors and,
in the event of liquidation, dissolution or winding up of the
Company, share ratably, without distinction as to class in the
assets of the Company available for distribution to its common
shareholders. Neither class has conversion or redemption rights
nor have they been classified as Section 306 stock. No dividends
have ever been paid on either class of common stock.
The Company has authorized 210,000 shares of preferred
stock, one series of which has been designated as $2.70 Cumulative
Preferred of which 145,001 shares are outstanding. Said series is
entitled to receive, if, as and when declared by the Board of
Directors, out of funds of the Company legally available therefor,
cumulative cash dividends at a rate of $2.70 per annum per share.
Said dividends accrue from July 13, 1988 and are entitled to be
paid in preference to the holders of the Company's common stock.
No interest is payable on dividends in arrears and no dividends are
payable until and unless declared by the Board of Directors. All
dividends declared by the Board to date have been paid. The
Company can redeem the $2.70 Cumulative Preferred shares in 1996
at the price of $27.80 per share. Preferred shareholders have
limited voting rights in the event of a proposed amendment to the
Articles of Incorporation or By-laws that may adversely affect any
of the rights, privileges, preferences, powers or the restrictions
provided for the benefit of the $2.70 Cumulative Preferred shares.
The Company has also authorized 64,999 shares of $.50
Cumulative Preferred stock, of which 21,900 shares are outstanding.
Said series is entitled to receive, if, as and when declared by the
Board of Directors, out of funds by the Company legally available
therefor, 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 to
the rights of holders of $2.70 Cumulative Preferred. No interest
is payable on dividends in arrears and no dividends are payable
until and unless declared by the Board of Directors. No dividends
have been declared or paid on this series of stock. The Company
can redeem the $.50 Cumulative Preferred at any time at a price of
$5.00 per share. Holders of the $.50 Cumulative Preferred have
limited voting rights in the event of a proposed amendment to the
Articles of Incorporation or By-laws that may adversely affect any
of the rights, privileges, preferences, powers or restrictions
provided for the benefit of the $.50 Cumulative Preferred shares.
At present, the following issued shares of each class for
each shareholder holding 5% or more of the outstanding shares of
each class is as set forth on Exhibit A annexed hereto.
The Company has no other outstanding securities.
II. IMPEDIMENTS IMPOSED BY CURRENT CAPITAL STRUCTURE
To this point, the operations of the Bank have not been
such as to permit the payment of dividends as they accrue on the
$2.70 Cumulative Preferred or the $.50 Cumulative Preferred and
accrued but undeclared dividends aggregate $2,616,880 as of
April 13, 1996. Absent significant and unanticipated changes in
the Bank's operations and profitability, it does not appear that
the Company will be able to pay the accrued but undeclared
dividends or future dividends as they accrue unless there is a
liquidation or other disposition of the Bank or the Company. The
burden placed on the Company by the continued accrual of the
potential preferred dividend obligation can also have a negative
effect on the overall value of the Company. In addition, the
burden of the accrued but undeclared dividends impair the
Company's ability to raise capital and, accordingly, its ability
to expand and grow. To remedy these deficiencies, the Company
proposes to reorganize under a plan that will eliminate the
impediments imposed by the current structure and rights held by the
$2.70 Cumulative Preferred and $.50 Cumulative Preferred
shareholders.
III. PLAN OF RECAPITALIZATION
As soon as is practical after the adoption and
implementation of this plan of recapitalization, the Company
proposes to borrow $1,000,000.00 to be secured by a pledge of the
shares of the Bank which the Company owns, the proceeds of said
borrowing plus $500,000.00 of company funds to be applied to a
dividend equal to that aggregate amount which will be declared and
paid on the $2.70 Cumulative Preferred shares.
Although the accrued but undeclared dividend obligation for $2.70
Cumulative Preferred Shares is $2,544,768, the actual value of
those rights, given the prospect of earnings but eventual
declaration of dividends by the Board is fixed at $1,031,000.
Contemporaneously with said payment, the articles of
incorporation shall be amended to reclassify the $2.70 Cumulative
Preferred Shares as Class B Common at the rate of $27.80 in value
of Class B Common per share of $2.70 Cumulative Preferred. The
articles of incorporation shall be amended to exchange the $.50
Cumulative Preferred Shares for Class B Common at the rate of $5.00
in value of Class B. Common per share of $.50 Cumulative preferred.
Finally, the Class A common will be re-classified as Class B on a
one for one basis so as to provide for only one class of stock
after implementation of the reorganization. To the extent that
such a reclassification results in fractional share interests, cash
payments will be made to eliminate same. Upon completion of the
reclassification, the former $.50 Cumulative Preferred shareholders
will exchange their share certificates to reflect the
reclassification on the books of the Company while the certificates
for the $2.70 Cumulative Preferred will be automatically
reclassified as common. In addition, in order to accommodate the
reclassifications set forth herein, the Articles will be further
amended to eliminate the authorized preferred and Class A Common
shares and to increase the authorized amount of common (no par)
shares to 1,500,000 shares.
Upon implementation of this plan of reorganization each
holder of a share of $2.70 Cumulative Preferred will have received
cash in the amount of $10.25 in payment of the dividends to be
declared and 2.5827 additional share(s) of Class B Common stock
with a value of $27.80. Each holder of a share of $.50 Cumulative
Preferred will have received .6443 share(s) of Class B Common
stock with a value of $5.00. Each holder of Class A common will
be converted into an equal number of Class B common shares. After
the recapitalization, the ownership of shares in the Company will
be as reflected in Schedule B, all of said values with respect to
common stock being the fair market value as of the date of
exchange. None of the exchanged shares are subject to any
liabilities nor are any liabilities assumed by the exchanging
shareholders as a result of this reorganization. The value of the
cash and shares issued in connection with this reorganization is
equivalent to the value of the rights surrendered. After
completion of the plan of reorganization, the Company will continue
in its business and no material changes thereto are planned. The
Company has no further plans or intention to redeem or acquire any
shares of outstanding stock nor do the shareholders have any plan
or intention to dispose of any of the stock received by them in the
exchange. The Company and the Shareholders respectively will each
pay their own expenses, if any, incurred in connection with the
recapitalization.
IV. PRIOR APPROVALS
This plan of reorganization, once recommended by the
Board of Directors of the Company, is subject to approval by the
appropriate majority vote of the shareholders of the company and
by the applicable regulatory agencies to which either the Bank or
the Company is subject.
EXHIBIT "A"
Shareholder's Name No. of Shares Percentage Relationship
Outstanding to Corp.
Class A Common and Class B Common
Brooks Blakeman 34,070 9.13% Chairman of
the Board
and Director
Vincent Cannata 22,343 5.99% Director
Anthony J. Guarisco, Sr. 37,542 10.06% Director
In addition, 279,070 shares of these classes are owned by 733
shareholders, none of whom own 5% or more of the outstanding shares
of this class.
$2.70 Cumulative
Preferred
H. W. Bailey 7,700 5.31% Director
Brooks Blakeman 15,475 10.67% Chairman of
the Board
and Director
Vincent Cannata 9,835 6.78% Director
CARI Corporation 8,046 5.55% Shareholder
In addition, 103,875 shares of this class are owned by 524
shareholders, none of whom own 5% or more of the outstanding shares
of this class.
Shareholder's Name No. of Shares Percentage Relationship
Outstanding to Corp.
$.50 Cumulative
Preferred
H. W. Bailey 2,266 10.35% Director
Brooks Blakeman 3,175 14.50% Chairman of
the Board
and Director
Vincent Cannata 2,673 12.21% Director
CARI Corporation 1,887 8.62% Shareholder
Frank J. Domino, Sr. 1,190 5.43% Director
Anthony J. Guarisco, Sr. 2,500 11.42% Director
Leonard and Hayes 1,919 8.76% Shareholder
Wiley Magee 1,238 5.65% Secretary
and Director
Murray P. Ordogne Estate 3,090 14.11% Shareholder
In addition, 1962 shares of this class are owned by 3 shareholders,
none of whom own 5% or more of the outstanding shares of this
class.
EXHIBIT "B"
Shareholder's Name No. of Shares Percentage Relationship
Outstanding to Corp.
Common
H. W. Bailey 46,711 5.15% Director
Brooks Blakeman 91,557 10.10% Chairman of
the Board
and Director
Vincent Cannata 59,300 6.54% Director
CARI Corporation 48,020 5.30% Shareholder
Anthony J. Guarisco, Sr. 55,481 6.12% Director
In addition, 605,561 shares of this class are owned by 728
shareholders, none of whom own 5% or more of the outstanding shares
of this class.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant
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))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GUARANTY BANCSHARES HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of person(s) filing proxy statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
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 is 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.:
Schedule 14A
3) Filing Party:
Guaranty Bancshares Holding Corporation
4) Date Filed:
, 1996
