<PAGE>
PRELIMINARY PROXY MATERIAL
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
<TABLE>
<S> <C>
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
</TABLE>
GUARANTY BANCSHARES HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
CARI INVESTMENT COMPANY
(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.
[ X ] $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.
<TABLE>
<CAPTION>
<S> <C>
TITLE OF EACH
CLASS OF PROPOSED
SECURITIES AGGREGATE NUMBER MAXIMUM
TO WHICH OF SECURITIES TO PRICE AGGREGATE AMOUNT
TRANSACTION WHICH TRANSACTION PER VALUE OF OF FILING
APPLIES APPLIES SHARE TRANSACTION FEE
-------------------------- --------------------------------------------------------- ------- ----------- ---------
</TABLE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
July 15, 1996
To Our Fellow Shareholders in
Guaranty Bancshares Holding Corporation
Cari Investment Company ("Cari") is again seeking your Proxy to elect
Vincent Cannata, Jr., Virgil Allen, Richard W. Cryar, Anthony Guarisco, Jr.,
Paul M. Ordogne, and Christian G. Vaccari to the new Board of Directors of
Guaranty Bancshares Holding Corporation (the "Company"). We are writing to
explain why we have to repeat this process and why it continues to be important
for us to elect a new Board of Directors.
First, we believe you deserve an explanation of the events which have
occurred since our June 7, 1996 letter to you. On May 23, the Company sent you
its Notice of Annual Meeting and Proxy Statement setting its annual meeting of
shareholders for June 17, 1996. The purpose of the meeting was to elect twelve
directors and approve a recapitalization plan (the "Recapitalization"). On or
about June 7, Cari mailed you its Proxy Statement to solicit your proxy for its
slate of six nominees and against the Recapitalization. On June 15, the Company
sent all of us an undated notice indefinitely postponing the June 17 meeting.
Cari is unaware of any announcement by the Company setting a meeting for the
election of directors.
As of June 17, Cari had received proxies to vote more than 57% of the
issued and outstanding Common Stock for its slate of nominees at the June 17
meeting. Accordingly, had the June 17 meeting been held by the Company, Cari
believes that Cari's Nominees would have been elected and the Recapitalization
would have been defeated. Cari believes the Company indefinitely postponed the
June 17 meeting because they were aware the vote was against them.
YOU are the TRUE OWNER of the Company, and, as the true owner you have the
right to tell the Board how best to manage your investment. Cari believes the
Company's current Board of Directors is abusing this fundamental principle of
corporate democracy. By indefinitely postponing its annual meeting, after we
have completed our solicitation and received more than a majority of your
outstanding shares, the Company has abused your rights as shareholders by
taking away your right to vote your shares. Cari believes this type of voting
process manipulation should end at the Company.
<PAGE>
As demonstrated by the following summary information from the Company's May
23,1996 Proxy Statement, Cari believes that the Company's performance continues
to decline:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1995 1996 % CHANGE
------------------------------
<S> <C> <C> <C>
Net Income $115,000 $105,000 (8.7%)
Net Income per Common Share $ .04 $ .01 (75.0%)
- - - -----------------------------------------------------------
</TABLE>
With this background Cari believes its Plan becomes more important for the
Company's Shareholders. Cari believes its Plan will maximize Shareholder
interests and the financial condition of the Company will be improved by
1. Directing management to develop a comprehensive strategic business plan,
which may include ther growth of the Bank, the sale of the Bank, or some
other event so that the shareholders may realize the value of their
holdings,
2. Appointing a committee of independent directors to actively consider and
solicit acquisition and merger proposals for the Company and the Bank,
3. Determining the validity of the management contracts sometimes referred
to as "GOLDEN PARACHUTES",
4. Declaring and paying a dividend of not less than $500,000 to the holders
of $2.70 Preferred Stock, and establishing a regular dividend policy, and
5. Exploring all available options to enhance and realize Shareholder value.
_______________
As a substantial Shareholder, Cari is 100% committed to increasing
Shareholder value and providing a means to realize that value. Cari will not
cease its efforts to make the changes we believe are necessary to achieve the
above goals. To accomplish the above Plan and for the additional reasons in its
Proxy Statement date July __,1996, Cari is soliciting your proxy. If
successful, Cari and the new slate of directors commit their best efforts to
improve the Company's performance and to enhance the value of your investment.
I want to thank you for your continued support, and, if you have any questions,
please do not hesitate contacting Richard Cryar or me, at (504) 384-6711 in
Morgan City, or (504) 585-7730 in New Orleans.
Very truly yours,
Christian G. Vaccari
President
<PAGE>
PROXY STATEMENT OF CARI INVESTMENT COMPANY
IN OPPOSITION TO
THE BOARD OF DIRECTORS
OF GUARANTY BANCSHARES HOLDING CORPORATION
_______________________
_______________________
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST __, 1996
_________________________
To our fellow Guaranty Bancshares Shareholders:
This Proxy Statement and the enclosed Proxy Card are being furnished
by Cari Investment Company, a Louisiana corporation ("CIC"), to holders
of Class A common stock, par value $5.00 per share (the "Class A Common
Stock"), and Class B common stock, no par value (the "Class B Common
Stock" and, collectively with the Class A Common Stock, the "Common
Stock"), of Guaranty Bancshares Holding Corporation, a Louisiana
corporation (the "Company" or "GBHC"), in connection with the
solicitation of proxies for use at any annual or special meeting of
shareholders to be held in 1996 for the election of directors and at any
and all adjournments or postponements thereof (the "Meeting"). According
to a notice (the "Notice") dated July __, 1996, a Special Meeting of
Shareholders will be held on August __, 1996, at 1:00 p.m., in the Board
of Directors Room located on the fourth floor of the Guaranty Bank &
Trust Building, 1201 Brashear Avenue, Morgan City, Louisiana 70381, and
the record date for determining shareholders of the Company (the
"Shareholders") entitled to notice of and to vote at the Meeting is July
__, 1996 (the "Record Date"). As of the Record Date, CIC and its
nominees for election were the beneficial owners of an aggregate of
55,303 shares of Common Stock, representing approximately 14.52% of the
total outstanding shares, 17,914 shares of $2.70 Cumulative Preferred
Stock (the "$2.70 Preferred"), representing approximately 12.35% of the
total outstanding shares, and 4,977 shares of $.50 Cumulative Preferred
Stock (the "$.50 Preferred), representing approximately 22.73% of the
total outstanding shares.
THIS SOLICITATION IS BEING MADE BY CIC AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY.
The purpose of the meeting will be to (i) remove Messrs. Randolph
Cullom, Lee A. Ringeman and Conley J. Dutreix (the "Management
Directors") from the GBHC Board of Directors (the "GBHC Board") and any
person or persons elected or appointed by the GBHC Board after June 17,
1996 to fill any vacancy or newly created directorship; (ii) if
necessary, to increase the size of the GBHC Board to allow for the
election of the Shareholder Nominees (as defined below); and (iii) to
elect Virgil Allen, Vincent A. Cannata, Jr., Richard W. Cryar, Anthony J.
Guarisco, Jr., Paul M. Ordogne and Christian G. Vaccari as directors of
the Company (the "Shareholder Nominees") to serve until the next annual
meeting of shareholders and until their successors have been duly elected
and qualified (collectively, the "Proposals"). If all three Proposals
are adopted by the Shareholders at the Meeting, the GBHC Board will
consist of the following twelve members: H. W. Bailey, Brooks Blakeman,
Vincent A. Cannata, Sr., Frank J. Domino, Sr., Anthony J. Guarisco, Sr.,
Wiley Magee, Virgil Allen, Vincent A. Cannata, Jr., Richard W. Cryar,
Anthony J. Guarisco, Jr., Paul M. Ordogne and Christian G. Vaccari. CIC
is soliciting proxies to vote FOR the removal of the Management
Directors, the increase in the size of the GBHC Board to allow for the
election of the Shareholder Nominees and the election of the Shareholder
Nominees. The reasons for such vote are explained in further detail in
this Proxy Statement.
<PAGE>
This Proxy Statement and the Proxy Card are first being mailed or
furnished to the Shareholders on or about July __, 1996.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN. IN ORDER TO VOTE IN FAVOR OF THE MATTERS SET FORTH HEREIN, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND REVOCATION (EVEN IF YOU HAVE
PREVIOUSLY SENT US YOUR PROXY IN CONNECTION WITH THE JUNE 17, 1996
MEETING). SUCH PROXY AND REVOCATION ALLOWS CIC TO VOTE AS SET FORTH
HEREIN AND REVOKES ANY EARLIER DATED AND ANY UNDATED PROXY THAT YOU MAY
HAVE PREVIOUSLY GRANTED TO CIC, GBHC OR ANY OTHER PERSON. IF YOU DID NOT
DATE ANY PROXY THAT YOU PREVIOUSLY GRANTED TO GBHC OR ANOTHER PERSON, YOU
SHOULD ALSO SEND A NOTICE OF REVOCATION TO THE SECRETARY OF GBHC,
STATING THAT YOU REVOKE SUCH PROXY AND NAMING THE HOLDER OF SUCH PROXY AT
1201 BRASHEAR AVENUE, MORGAN CITY, LOUISIANA 70381. IF YOU CHANGE YOUR
MIND AND DO NOT WANT TO GRANT CIC YOUR PROXY, YOU MAY REVOKE THE ENCLOSED
PROXY (OR ANY OTHER PROXY) BY (i) DELIVERING WRITTEN NOTICE OF REVOCATION
TO THE SECRETARY OF THE COMPANY (ii) EXECUTING A LATER DATED PROXY, OR
(iii) ATTENDING THE MEETING AND VOTING IN PERSON. IF YOU DECIDE TO
REVOKE A PROXY GRANTED TO CIC, PLEASE CALL RICHARD CRYAR AT (504) 585-
7730.
IF YOUR SHARES OF COMMON STOCK ARE REGISTERED IN YOUR OWN NAME,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD TO CIC IN THE POST-
PAID ENVELOPE PROVIDED. IF YOUR SHARES OF CAPITAL STOCK ARE HELD IN THE
NAME OF A BROKERAGE FIRM, BANK NOMINEE, TRUSTEE OR OTHER INSTITUTION,
ONLY IT CAN SIGN A PROXY CARD WITH RESPECT TO YOUR SHARES OF CAPITAL
STOCK AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU.
ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND GIVE INSTRUCTIONS FOR A PROXY CARD TO BE SIGNED REPRESENTING YOUR
SHARES OF CAPITAL STOCK. CIC URGES YOU TO CONFIRM IN WRITING YOUR
INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A
COPY OF SUCH INSTRUCTIONS TO CIC AT THE ADDRESS INDICATED BELOW SO THAT
CIC WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE
THAT SUCH INSTRUCTIONS ARE FOLLOWED.
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING YOUR PROXY OR REQUIRE
ASSISTANCE, PLEASE CONTACT RICHARD W. CRYAR IN MORGAN CITY AT (504) 384-
6711 OR IN NEW ORLEANS AT (504) 585-7730 OR AT CARI INVESTMENT COMPANY,
1100 POYDRAS STREET, SUITE 2000, NEW ORLEANS, LOUISIANA 70163.
2
<PAGE>
REASONS FOR THE SOLICITATION
BACKGROUND AND SUMMARY
CIC is a substantial shareholder of GBHC, but does not serve in
management of GBHC or its subsidiary, Guaranty Bank & Trust Company (the
"Bank"). As a substantial Shareholder, CIC is fully and unequivocally
committed to increasing Shareholder value and providing a means to
currently realize that value. CIC has expressed concern in this regard
to the GBHC Board and such concerns have been totally ignored. CIC then
took its case directly to you, the GBHC Shareholders, and you voted in
agreement with CIC. However, after such vote certain members of the GBHC
Board took actions that CIC believes are an abuse of the fundamental
principles of corporate democracy.
Stockholders are the true owners of publicly-traded companies. CIC
believes that, as the true owners, the Shareholders have the right to
tell management how best to realize the true value of their investment.
By indefinitely postponing its annual meeting of shareholders after CIC
had completed its solicitation of your proxies and obtained more than a
majority of outstanding shares, CIC believes the Company has abused your
rights as Shareholders to vote your shares and prevented you, as
Shareholders, from telling management how best to maximize the value of
your investment.
In case you did not know, on May 23, 1996, GBHC sent a Notice of
Annual Meeting and Proxy Statement ("Management's Proxy Statement") to
all GBHC shareholders setting its 1996 annual meeting of shareholders for
June 17, 1996. The purpose of the meeting was to elect twelve directors
and vote upon a recapitalization plan (the "Recapitalization"). (Please
refer to Management's Proxy Statement for a discussion of its nominees
for election and the Recapitalization). On May 29, 1996, CIC filed a
preliminary proxy statement with respect to such meeting and provided a
copy of the preliminary statement to the Company on the following day.
On or around June 7, 1996, CIC mailed its definitive Proxy Statement to
GBHC's Shareholders to solicit proxies for its slate of six nominees (in
opposition to Management) and against the Recapitalization. On June 15,
1996, CIC received an undated notice from the Company stating that the
Company had indefinitely postponed the June 17, 1996 meeting. CIC is
unaware of any announcement by the Company since such time calling a
meeting for the election of directors.
As of June 17, 1996, CIC had received proxies to vote more than 57%
of the issued and outstanding Common Stock for its slate of nominees at
the June 17, 1996 meeting. In addition, CIC had received proxies to vote
more than 57% of the issued and outstanding Common Stock, $2.70 Preferred
and $.50 Preferred against the Recapitalization. Accordingly, had the
June 17, 1996 meeting been held by GBHC, CIC believes that the CIC's
nominees would have been elected and the Recapitalization would have been
defeated./1/ CIC believes that the Shareholders have demonstrated that
they desire the changes proposed by CIC pursuant to its prior
solicitation by giving their proxies to CIC in connection with the June
17, 1996 meeting. Such Shareholders' votes were ignored by the Company
when it indefinitely postponed such meeting. CIC and its nominees for
director called the August __ Meeting to restore basic principles of
corporate democracy to the Company's election process, thereby allowing
the Shareholders' votes to be counted.
The CIC Proposals, if approved at the August __ Meeting by the
Shareholders, will (i) remove the three members of the GBHC Board that
serve in management of the Company and the Bank, (ii) if necessary,
increase the size of the Board to allow for the election of the
Shareholder Nominees and (iii) elect the six Shareholder Nominees of CIC.
If all three CIC Proposals are adopted by the
--------------
/1/ Because the proxies previously granted to CIC were for the June 17,
1996 meeting, none of the proxies granted in connection with the June 17,
1996 meeting will be used to vote shares of Common Stock at the August __
Meeting. CIC is not aware of the extent of any revocations obtained by
GBHC in connection with the June 17, 1996 meeting.
3
<PAGE>
Shareholders at the Meeting, the GBHC Board will consist of the following
twelve persons: H. W. Bailey, Brooks Blakeman, Vincent A. Cannata, Sr.,
Frank J. Domino, Sr., Anthony J. Guarisco, Sr., Wiley Magee, Virgil
Allen, Vincent A. Cannata, Jr., Richard W. Cryar, Anthony J. Guarisco,
Jr., Paul M. Ordogne and Christian G. Vaccari.
CIC PLAN
CIC believes that Shareholder interests will be maximized, and the
financial condition of the Company will be improved, by implementing
certain actions. If the Shareholder Nominees are elected, such nominees
intend to (i) direct management to develop a comprehensive strategic
business plan, which may include the growth of the Bank, the sale of the
Bank, or some other event so that Shareholders may realize the value of
their holdings, (ii) appoint a committee of independent directors to
actively consider and solicit acquisition and merger proposals for the
Company and the Bank, (iii) determine the validity of the "golden
parachute" provisions and the Company's ability to invalidate such
provisions and any other entrenchment devices that transfer value away
from Shareholders and to management, (iv) declare and pay a dividend to
the full extent deemed advisable given the Bank's capital structure (but
in no event would such dividend be less than the $500,000) to the holders
of $2.70 Preferred, and establish a regular dividend policy and (v)
explore all available options to enhance Shareholder value and provide a
means for Shareholders to realize such value.
CIC believes that the election of its six Shareholder Nominees as
directors of the Company would make it more likely that the CIC strategic
plan would be implemented. However, because the Shareholder Nominees
will fill at most six of the twelve seats on the GBHC Board if elected,
and because the GBHC Board has previously rejected CIC's recommendation
to develop and implement a strategic plan, there can be no assurance that
the Shareholder Nominees will be able to implement the CIC Plan referred
to above. CIC only nominated six nominees because it believes that the
Shareholders' interests can best be protected by electing directors with
significant shareholdings. Consequently, we have not recommended that
you replace the non-management board members with significant
shareholdings. Further, we believe that some continuity on the board
will be beneficial to the on-going operations of the Company.
Neither CIC nor its nominees are working on behalf of or as a
representative of any potential acquiror of the Company. CIC and its
nominees are merely committed to maximizing the value of the investment
of all of the Shareholders of GBHC. CIC intends to communicate with
potential acquirors of GBHC and their financial advisors with a view
towards encouraging potential acquirors to submit merger and acquisition
proposals to the GBHC Board and, if deemed acceptable, the Shareholders
of GBHC.
THE CIC PROPOSALS
CIC is seeking proxies to vote for the Proposals at the Meeting,
which consist of the following:
(1) Remove Messrs. Cullom, Ringeman and Dutreix from the GBHC Board
and any person or persons elected or appointed by the GBHC
Board since June 17, 1996 to fill any vacancy or newly created
directorship;
(2) If necessary, to increase the size of the Board to twelve
persons, if Proposal 1 is adopted, or to fifteen persons, if
Proposal 1 is not adopted; and
(3) Elect the Shareholder Nominees as directors of the Company.
4
<PAGE>
CIC STRONGLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
PROPOSAL 1. REMOVAL OF THE MANAGEMENT DIRECTORS.
Under the Louisiana Business Corporation Law and the
Company's By-laws, one or more members of the GBHC Board may be removed,
with or without cause, by a vote of the holders of a majority of the
shares of Common Stock entitled to vote in the election of directors.
The Management Directors being removed by this Proposal are Randolph
Cullom, Lee A. Ringeman and Conley J. Dutreix. Each of Messrs. Cullom,
Ringeman and Dutreix serve in management of the Company and the Bank and
own an aggregate of 2,331 shares of Common Stock, representing
approximately .6% of the outstanding class of 373,025 shares of Common
Stock.
PROPOSAL 2. INCREASING THE SIZE OF THE GBHC BOARD.
Section 3.02 of the Company's By-laws provides that the number of
directors which shall constitute the entire board may be determined by
the Shareholders at the Meeting, but shall never be less than five or
more than thirty. Accordingly, if a quorum is present at the Meeting, a
majority of the shares of Common Stock present or represented by proxy
will be able to approve Proposal 2. The GBHC Board currently consists of
nine persons, with Messrs. Bailey, Blakeman, Cannata, Cullom, Domino,
Dutreix, Guarisco, Magee and Ringeman holding positions as director. At
its meeting of the GBHC Board (in connection with the June 17, 1996
meeting), the GBHC Board increased the size of the Board to twelve
persons.
In order for all of the Shareholder Nominees to be elected (and if
the GBHC Board size has not already been increased to twelve persons),
either Proposal 1 must be approved and the number of director positions
increased to twelve or, if Proposal 1 is defeated, the number of director
positions must be increased to fifteen. Accordingly, a vote FOR Proposal
2 on the attached Proxy Card will increase the GBHC Board to twelve
persons if Proposal 1 is adopted and to fifteen persons if Proposal 1 is
not adopted. Other than as is set forth in this paragraph, no Proposal
is dependent on any other Proposal for its adoption.
PROPOSAL 3. ELECTION OF SHAREHOLDER NOMINEES.
The nominees of CIC for election by Shareholders to the GBHC Board
at the Meeting are Messrs. Virgil Allen, Vincent A. Cannata, Jr., Richard
Cryar, Paul M. Ordogne, Anthony J. Guarisco, Jr. and Christian G.
Vaccari. The Shareholder Nominees will be elected until the next annual
meeting of Shareholders and until their successors are duly elected and
qualified. Each of these nominees has consented to serve as a director
if elected, and it is not contemplated that any of them will be
unavailable for election as a director. If any nominee at the time of
election is unable to serve or is otherwise unavailable for election,
the persons named on the enclosed Proxy Card will vote for substitute
nominee(s) selected by CIC.
The information below is provided with respect to the Shareholder
Nominees for directors of the Company. Each Shareholder Nominee is a
United States citizen. Unless otherwise indicated, each nominee has been
engaged in his current principal occupation for more than the past five
years.
VIRGIL ALLEN, age 42, is an Engineer/Safety Director with Athena
Construction. He has served in this position since 1980. Mr. Allen
graduated magna cum laude from Louisiana Tech University in 1980 with a
Bachelor of Science degree in Civil Engineering. He has a Professional
Engineering (P.E.) certification in Civil and Environmental Engineering,
and is a Certified Safety Professional (CSP). Mr. Allen is Founder,
President and Chairman of the Board of Directors of the International
Petroleum Museum and Exposition, Inc. (The Rig Museum), and is a member
of the American Society of Civil Engineers, American Society of Safety
Engineers, Louisiana Engineering Society,
5
<PAGE>
National Society of Professional Engineers, World Safety Organization,
and the Morgan City Job Service Employer Committee.
VINCENT A. CANNATA, JR., age 34, is currently President of Cannata's
Supermarket, Inc. and Cannata Corporation of Morgan City, Louisiana. He
graduated from Loyola University of the South in 1983 with a Bachelor of
Science degree in Accounting. During his college career, he was inducted
into Beta Alpha Psi Honors Accounting Society and was on the Dean's List
for academic achievement. Mr. Cannata is a member of the Board of
Directors, Lakewood Hospital Foundation, the Board of Directors of the
Houma-Terrebonne Chamber of Commerce, the Board of Directors of the Bayou
Chapter, Education Foundation of Louisiana, and a member of Rotary
International. In addition, he has served on the Board of Directors of
the East St. Mary Chamber of Commerce and the Bayou Chapter of the
American Cancer Society. Mr. Cannata is the son of Vincent A. Cannata,
Sr., a director of the company.
RICHARD W. CRYAR, age 48, is currently, and has been since 1990,
Executive Vice President of CIC and Cari Capital Company. His primary
areas of emphasis are focused on those companies' merchant and investment
banking activities. In addition to these duties, he has been responsible
for establishing CIC's financial policies, and has served as President of
LEEVAC Marine, Inc., its marine transportation subsidiary. Mr. Cryar, a
CPA, began his career with Price Waterhouse, where he was a Senior
Manager specializing in mergers and acquisitions, and private equity
investments in middle market companies.
ANTHONY J. GUARISCO, JR., age 57, is currently an attorney and
Principal in Dispute Resolution Associates in Baton Rouge, a legal
mediation firm. He served Louisiana as a State Senator for twelve years.
Anthony graduated from Nicholls State University with a Bachelor of
Science degree in Business Administration in 1963 and received his Juris
Doctor degree from Loyola University in 1966. Mr. Guarisco is the son of
Anthony J. Guarisco, Sr., a director of the Company.
PAUL M. ORDOGNE, age 44, is currently Treasurer and Controller of
Cari Investment Company. He served as Controller and Assistant Treasurer
from 1988 to 1994. Prior to that, Paul was a Financial Analyst with CIC
from 1984-1988, and served as Administrative Manager and Accounting
Manager for LEEVAC Petroleum, a CIC affiliated company. Paul joined
LEEVAC in 1980 as Operations Accountant and moved to Accounting Manager
for LEEVAC Petroleum in 1981. He graduated from Nicholls State
University in 1974 with a degree in Psychology, and from Loyola
University in 1978 with a degree in Business Administration and
Accounting. Paul qualified and received his license as a Certified
Public Accountant in 1985. He is a member of the AICPA and Society of
Louisiana CPAs.
CHRISTIAN G. VACCARI, age 36, is currently and has been since 1990
the President of CIC and Cari Capital Company. CIC is a diversified
holding company with interests in, through its investee companies,
merchant banking, investment advisory, financial services, shipbuilding
and repair, marine transportation, and food processing. Mr. Vaccari began
his career as an investment advisor with the investment banking firm
Thomson McKinnon, Inc. where he was responsible for the marketing and
placement of numerous private and public investment products with both
institutional and individual investors. Subsequently, he served as
Director of Corporate Development and Marketing for a market-leading
building materials company located in the Southeast. He graduated from
Louisiana State University in 1981 with a Bachelors of Science degree in
Marketing, and from Louisiana State University in 1984 with a Masters of
Business Administration degree.
If the six Shareholder Nominees are elected to the GBHC Board (and
Proposal 1 is adopted), six of twelve members of the GBHC Board will be
management nominees, and CIC will not be in control of the GBHC Board.
Since GBHC's bylaws provide that action by the GBHC Board requires a
majority vote of the directors present at a meeting at which a quorum is
present, the Shareholder
6
<PAGE>
nominees ordinarily will not be able to cause any action to be taken or
not taken by the GBHC Board unless at least one (assuming all directors
are present at a meeting of the GBHC Board) other director agrees with
the position of the Shareholder Nominees. Nevertheless, the Shareholder
Nominees may, because of their different backgrounds and expertise, be
able to inform and persuade other directors sufficiently to cause the
GBHC Board to take or not take various actions. If the six Shareholder
Nominees are elected, and such nominees vote against the other six
directors on any matter that requires GBHC Board approval, the GBHC Board
will be deadlocked on such matter and such matter will not be
implemented. Cari believes that its nominees will be able to work with
the other six directors to avoid any such deadlock from occurring but
cannot assure such will be the case.
If elected, the Shareholder Nominees intend to seek to persuade
the GBHC Board to take action aimed at maximizing Shareholder value,
which may include the growth of the Bank or the sale or merger of the
Company or the Bank to or with another financial institution. However,
the Shareholder Nominees will only seek to persuade the GBHC Board to
approve such a transaction if they believe that the value of the
transaction is fair to the Shareholders of the Company. CIC and the
Shareholder Nominees believe that the election of the Shareholder
Nominees would send a strong message to the GBHC Board that the
Shareholders want to maximize the value of their investment in the
Company, and would make it likely that a strategic plan to maximize
Shareholder value will be implemented by the Company. However, because
the CIC nominees will fill at most six of the twelve seats on the GBHC
Board if elected and because the other six directors have previously
rejected CIC's suggestions for the Company, there can be no assurance
that the GBHC Board will seek to implement a strategic plan to increase
Shareholder value, including the sale or merger of the Company or the
Bank, even if the Shareholder Nominees are elected.
None of CIC or its nominees is working on behalf of or as a
representative of any potential acquiror of the Company or the Bank. CIC
and its nominees are merely committed to maximizing the value of the
investment of all of the Shareholders of GBHC. CIC intends to
communicate with potential acquirors of GBHC and their financial advisors
with a view towards encouraging potential acquirors to submit merger and
acquisition proposals to the GBHC Board and, if deemed desirable, the
Shareholders of GBHC.
SHAREHOLDINGS OF CIC AND THE SHAREHOLDER NOMINEES
The following table sets forth, as of May 15, 1996, the number and
percent of outstanding shares of Common Stock, $2.70 Preferred and $.50
Preferred beneficially owned by CIC and each of Messrs. Allen, Cannata,
Jr., Cryar, Guarisco, Jr., Ordogne and Vaccari:
<TABLE>
<CAPTION>
$2.70 Percent of $.50 Percent of
Name and Percent of Preferred Class of Preferred Class of
Address of Common Shares Class of Shares $2.70 Shares $.50
Beneficial Beneficially Common Beneficially Preferred Beneficially Preferred
Owner Owned(1) Shares Owned(1) Shares Owned (1) Shares
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cari Investment Company 17,979 4.72% 8,046 5.55% 1,887 8.62%
1100 Poydras Street
Suite 2000
New Orleans, LA 70163
Virgil Allen (2) 5,478 1.44% 1,256 0.87% ----- -----
P. O. Box O
Morgan City, LA 70381
Vincent A. Cannata, Jr. (3) 6,910 1.81% 3,455 2.38% ----- -----
P. O. Box 2543
Morgan City, LA 70381
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Richard W. Cryar ----- ----- ----- ----- ----- -----
1100 Poydras Street
Suite 2000
New Orleans, LA 70163
Anthony Guarisco, Jr. ----- ----- ----- ----- ----- -----
7018 Whitlow Street
Baton Rouge, LA 70808
Paul M. Ordogne (4) 24,936 6.55% 5,157 3.56% 3,090 14.11%
1100 Poydras Street
Suite 2000
New Orleans, LA 70163
Christian G. Vaccari (5) 17,979 4.72% 8,046 5.55% 1,887 8.62%
1100 Poydras Street
Suite 2000
New Orleans, LA 70163
_______________
</TABLE>
(1) Unless otherwise stated, beneficial ownership is sole voting and investment
power.
(2) Including 56 shares of Common Stock and 56 shares of $2.70 Preferred shares
held by Katherine Allen over which Mr. Allen shares voting power.
(3) All shares represent shares owned by Cannata's Supermarket, Inc. over which
Mr. Cannata shares voting and investment power.
(4) Including 16,556 shares of Common Stock, 3,392 shares of $2.70 Preferred and
3,090 shares of $.50 Preferred in the Estate of Murray P. Ordogne, of which
Mr. Ordogne is executor and a beneficiary.
(5) All shares represent shares owned by Cari Investment Company (formerly Cari
Corporation) over which Mr. Vaccari shares voting and investment power.
CERTAIN EFFECTS ON THE COMPANY
IF THE SHAREHOLDER NOMINEES ARE ELECTED
The Supplemental Retirement Agreements with Messrs. Cullom, Ringeman
and Dutreix (the "Employment Agreements") include "golden parachute"
provisions that are triggered by a change in control of the Company.
According to Management's Proxy Statement, the election of the
Shareholder Nominees would constitute a "change in control" of the
Company under the Employment Agreements. The Employment Agreements
provide that if a participant's employment is terminated within twenty-
four (24) months following a "change in control" of the Bank, the
participant is entitled to receive the actuarial equivalent of his annual
retirement benefit plus 50% of such amount. The election of the
Shareholder Nominees may be deemed to constitute a "change in control"
under the Employment Agreements and, if a participant's employment is
terminated within twenty-four (24) months of such change in control, the
Company may have a severance liability to such individuals. CIC
estimates the amount currently approximates $1,000,000.
The Shareholder Nominees are not able to cause the termination of
employment of any officers of the Company without the vote of one or more
of the other members of the GBHC Board, and have no present intention of
requesting the GBHC Board to do so if elected. However, the Shareholder
Nominees intend to perform a review and evaluation of management to
determine whether any changes are necessary and justified to achieve the
fulfillment of any strategic plan adopted by the GBHC Board.
Additionally, the Shareholder Nominees intend to review the Employment
Agreements to determine if there are any legal bases available to
minimize or eliminate
8
<PAGE>
the severance payments under such agreements and, if so, to recommend to
the GBHC Board a termination of the severance payments under the
Employment Agreements.
QUORUM AND VOTING
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting. If a quorum is not
present or represented by proxy, the Shareholders entitled to vote,
present or represented by proxy, have the power to adjourn the meeting
from time to time, without notice other than an announcement at the
meeting, until a quorum is present or represented.
An affirmative vote of a majority of the issued and outstanding shares
of Common Stock will be required for approval of Proposal 1, the removal
of the Management Directors without cause. An affirmative vote of a
majority shares present at the Meeting will be required for approval of
Proposal 2, the increase in the size of the Board. Shareholder Nominees
will be elected by a plurality. Abstentions will have the effect of a
vote against Proposal 1, but will not have an effect on Proposals 2 and
3, the increase in the size of the GBHC Board and the election of the
directors. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular
matter (a broker non-vote), those shares will be considered as present
for quorum purposes on all matters. Broker non-votes will have the
effect of a vote against Proposal 1 and no effect on any other matter to
be brought before the meeting, including the increase in the size of the
GBHC Board and the election of directors.
GENERAL PROXY INFORMATION
PROXY CARD VOTING
The enclosed Proxy Card may be executed only by holders of record at
the close of business on the Record Date. As of the Record Date, CIC and
the Shareholder Nominees were the beneficial owners of an aggregate of
29,021 shares of Class A Common Stock and 26,282 shares of Class B Common
Stock, representing approximately 14.52% of the Common Stock outstanding
on the Record Date. CIC and the Shareholder Nominees are the beneficial
owners of 17,914 shares of $2.70 Preferred, representing approximately
12.35% of the total shares outstanding, and 4,977 shares of $.50
Preferred, representing approximately 22.73% of the total shares
outstanding. According to Management's Proxy Statement as of May 15,
1996, there were 373,025 shares of Common Stock outstanding, 145,001
shares of $2.70 Preferred outstanding and 21,900 shares of $.50 Preferred
outstanding. In December, 1995, Mr. Ordogne purchased 6,250 shares of
Class A Common Stock from his father, Murray P. Ordogne, for $75,000.
Subsequent to January 1, 1994, Mr. Guarisco, Jr. transferred, by gift,
508 shares of Common Stock to his father, Anthony Guarisco, Sr. Other
than as set forth herein, there have been no transactions in the Common
Stock or the preferred stock by CIC or, to the best knowledge of CIC, the
Shareholder Nominees during the prior two years.
The shares of stock represented by each Proxy Card which is properly
executed and returned to CIC will be voted at the Meeting in accordance
with the instructions marked thereon. Executed but unmarked Proxy Cards
will be voted FOR the removal of the Management Directors, the increase
in the size of the GBHC Board to allow for the election of the
Shareholder Nominees and the election of the Shareholder Nominees.
With the exception of the Proposals, CIC is not aware at the present
time of any other matter which is scheduled to be voted upon by
Shareholders at the Meeting. However, if any other matter properly comes
before the Meeting, the persons named as proxies on the enclosed Proxy
Card will
9
<PAGE>
vote all shares covered by such proxies in accordance with what they
consider to be the best interest of the Shareholders and the Company.
If you hold your shares in the name of one or more brokerage firms,
banks or nominees, only they can vote your shares and only upon receipt
of your specific instructions. Accordingly, you should contact the
person responsible for your shares or account and give instructions to
vote the Proxy Card.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, CIC urges you to vote
FOR the CIC Proposals by signing, dating and returning the Proxy Card in
the enclosed, self-addressed and stamped envelope. In order for you to
vote for the proposals set forth herein, you must sign, date and return
the Proxy Card enclosed herewith (even if you previously provided CIC
with your proxy in connection with the June 17, 1996 meeting). You can
do this even if you have already voted on any proxy card solicited by
CIC, the GBHC Board or any other person, because the enclosed Proxy also
revokes any such proxy that you may have granted.
Execution of a Proxy Card will not affect your right to attend the
Meeting and to vote in person. Any shareholder granting a proxy
(including a proxy given to CIC or the Company) may revoke it at any time
before it is voted by (a) submitting a duly executed new proxy bearing a
later date, (b) attending and voting at the Meeting in person, or (c) at
any time before a previously executed proxy is voted, giving written
notice of revocation to the Company, Guaranty Bank & Trust Building, 1201
Brashear Avenue, Morgan City, Louisiana, Attention: Corporate Secretary.
Merely attending the Meeting will not revoke any previous proxy which has
been duly executed by you; you must also vote at such Meeting. The Proxy
Card furnished to you by CIC, if properly executed and delivered, will
revoke all undated and all earlier dated proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY,
CIC URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE
UNITED STATES.
GBHC ANNUAL REPORT AND MANAGEMENT'S PROXY STATEMENT
An Annual Report to Shareholders (the "Annual Report") covering GBHC's
fiscal year ended December 31, 1995, including financial statements, and
a quarterly report on Form 10-Q (the "Quarterly Report") for the period
ended March 31, 1996, were furnished to Shareholders by the Company on or
around May 23, 1996. Such Annual Report and Quarterly Report to
Shareholders do not form any part of the material for the solicitation of
proxies by CIC.
The GBHC Board may also solicit proxies for use at the Meeting and
will furnish a definitive proxy statement to each Shareholder in
connection therewith. Neither CIC nor any of its affiliates is presently
an officer or director, or otherwise engaged in the management, of GBHC.
Consequently, CIC does not have current information concerning the stock
of the Company, the beneficial ownership of such stock by the principal
holders thereof, other information concerning the Company's management
and certain other matters regarding the Company and the Meeting required
by the rules of the Securities and Exchange Commission to be included in
a proxy statement. Accordingly, reference is made to Management's Proxy
Statement or any preliminary or definitive proxy statement of management
delivered to Shareholders in connection with the Meeting for such
information.
10
<PAGE>
CIC does not make any representation as to the accuracy or
completeness of the information contained in the Annual Report, the
Quarterly Report and Management's Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management's Proxy Statement sets forth as of May 15, 1996 information
as to the number and percentage of outstanding shares beneficially owned
by (i) each person known by GBHC to own more than 5% of the outstanding
Common Stock, $2.70 Preferred and $.50 Preferred, (ii) each director of
GBHC, (iii) each of the five most highly paid executive officers of GBHC,
and (iv) all executive officers and directors of GBHC as a group. CIC
has reproduced such information and attached it as Appendix A hereto.
Please refer to Appendix A for such information.
OTHER MATTERS TO BE CONSIDERED AT THE MEETING
It is expected that the GBHC Board will send to you a Proxy Statement
discussing, in addition to the Proposals, any other matter that may
properly come before the Meeting. With the exception of the Proposals,
CIC is not aware at the present time of any other matter which is
scheduled to be voted upon by Shareholders at the Meeting. However, if
any other matter properly comes before the Meeting, the persons named as
proxies on the enclosed Proxy Card will vote all shares covered by such
proxies in accordance with their best judgment with respect to such
matter.
To the extent there is no other business that must be considered by
the Shareholders in 1996, the August Meeting will serve as the 1996
Annual Meeting of Shareholders. Accordingly, the next meeting called by
GBHC to elect directors will be the 1997 Annual Meeting of Shareholders.
INFORMATION ABOUT PARTICIPANTS IN CIC PROXY SOLICITATION
The proxies solicited hereby are sought by CIC. The Shareholder
Nominees may also be deemed "participants" in this solicitation, as that
term is defined in Schedule 14A under the Securities and Exchange Act of
1934, as amended.
CIC is a privately-held diversified holding company which, through its
various operating subsidiaries, is involved in the following industries:
merchant banking, investment advisory, financial services, metal
fabrication of marine vessels, marine transportation and food processing.
In 1994, CIC created the merchant banking subsidiary, Cari Capital
Company, whose business focus primarily includes two areas: (i) providing
professional investment banking and corporate finance advisory services
to middle market companies and their owners, and (ii) participating in
the direct investment in, and acquisition and strategic management of
middle market companies.
As described above, as of the date of this Proxy Statement, CIC and
the Shareholder Nominees beneficially owned 55,303 shares of Common
Stock, representing 14.52% of the outstanding shares, 17,914 shares of
the $2.70 Preferred, representing 12.35% of the outstanding shares and
4,977 shares of the $.50 Preferred, representing 22.73% of the
outstanding shares.
Except as set forth above, to the best knowledge of CIC, none of CIC,
the Shareholder Nominees nor any of their respective affiliates or
associates, directly or indirectly, beneficially own any shares of Common
Stock, $2.70 Preferred or $.50 Preferred of the Company or any securities
of any parent or subsidiary of the Company, has had any relationship with
the Company in any capacity other than as a Shareholder, nor is or has
been a party to any transactions, or series of similar transactions,
since January 1, 1995, nor is any currently proposed transaction known to
any of them,
11
<PAGE>
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any of them or their respective affiliates
or associates had, or will have, a direct or indirect material interest,
nor has any nominee, nor CIC, nor any of their respective affiliates or
associates, entered into any agreement or understanding with any person
respecting any future employment by the Company or its affiliates or any
future transactions to which the Company or any of its affiliates will or
may be a party. Other than the agreements by the Shareholder Nominees to
serve as directors of the Company if elected, there are no contracts,
arrangements or understandings by any nominee, CIC or any of their
respective affiliates or associates within the past year with any person
with respect to the Company's securities.
PROXY SOLICITATION; EXPENSES
CIC will bear the entire expense of preparing, assembling, printing
and mailing this Proxy Statement and the Proxy Card and the cost of
soliciting proxies.
The total cost of this proxy solicitation (including fees of
attorneys, solicitors and advertising and printing expenses) is estimated
to be approximately $50,000. CIC has incurred to date approximately
$20,000 in proxy solicitation expenses. To the extent legally
permissible, CIC will seek reimbursement from the Company for the costs
of this solicitation. CIC does not currently intend to submit approval
of such reimbursement to a vote of Shareholders of the Company at a
subsequent meeting unless required by law.
In addition to this initial solicitation by mail, proxy solicitations
may be made by telephone, telegram or in person by CIC and its officers
and employees and the Shareholder Nominees without compensation, except
for reimbursement of reasonable out-of-pocket expenses. CIC will pay to
banks, brokers and other fiduciaries their reasonable charges and
expenses incurred in forwarding proxy materials to their principals and
in obtaining authorization for execution of proxies.
CARI INVESTMENT COMPANY
1100 Poydras Street
Suite 2000
New Orleans, Louisiana 70163
Christian G. Vaccari
President
July __, 1996
____________________
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CONTACT RICHARD
CRYAR IN MORGAN CITY AT (504) 384-6711 OR IN NEW ORLEANS AT (504) 585-
7730 OR AT CARI INVESTMENT COMPANY, 1100 POYDRAS STREET, SUITE 2000, NEW
ORLEANS, LOUISIANA 70163.
_________________________________________________________________
12
<PAGE>
APPENDIX A
BENEFICIAL OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information, as of April 15,
1996, concerning the [directors], and all [directors] 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.
<TABLE>
<CAPTION>
Name, Age and Year First Common Percent of $2.70 Percent of $.50 Percent of
Principal Became Shares Class of Preferred Class of Preferred Class of
Occupation Director of Beneficially Common Shares $2.70 Shares $.50
Bancshares Owned (1)(2) Shares (2) Beneficially Preferred Beneficially Preferred
Owned (1) Shares (3) Owned (1) Shares (3)
- - - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
H.W. BAILEY 1982 17,666(4) 4.74% 7,700(5) 5.31% 2,266 10.35%
(73)
Retired since
1/1/83;
Executive Vice
President and
Chief
Administrative
Officer of
McDermott, Inc.
(offshore
construction)
- - - ----------------------------------------------------------------------------------------------------------------------------------
BROOKS BLAKEMAN 1988 34,070(6) 9.13% 15,475(7) 10.67% 3,175(7) 14.50%
(49)
Chairman of the
Board of
Bancshares and
the Bank; Vice
President and
General Manager
of Frank's
Casing Crews,
Inc. (oilfield
services)
- - - -----------------------------------------------------------------------------------------------------------------------------------
VINCENT A. 1982 22,343(8) 5.99% 9,835(9) 6.78% 2,673 12.21%
CANNATA, SR.
(81)
President of
Cannata's Super
Market, Inc.
- - - -----------------------------------------------------------------------------------------------------------------------------------
RANDOLPH CULLOM 1990 200
(58)
President and
Chief Executive
Officer of
Bancshares and
the Bank
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
FRANK J. 1982 5,280(10) 1.42% 2,045(11) 1.41% 1,190 5.43%
DOMINO, SR.
(76)
President of
Frank's Motor,
Inc. (auto
sales);
Secretary and
Treasurer of
Domino
Developers,
Inc. (home
construction)
- - - ------------------------------------------------------------------------------------------------------------------------------------
CONLEY J. 1993 200
DUTREIX (48)
Executive Vice
President of
Bancshares and
the Bank;
Director of the
Bank since 1992
- - - ----------------------------------------------------------------------------------------------------------------------------------
ANTHONY J. 1982 37,542 10.06% 4,558 3.14% 2,500 11.42%
GUARISCO, SR.
(85)
President of
Guarisco
Enterprises,
Inc. (holding
company for
subsidiaries
engaged in
diesel fuel
distribution,
shell sales and
transport; and
real estate)
- - - ----------------------------------------------------------------------------------------------------------------------------------
WILEY MAGEE 1982 4,304 1.15% 1,043 1,238 5.65%
(52)
Secretary to
the Board of
Bancshares and
the Bank;
President of
Morgan City
Supply, Inc.
(wholesale and
retail
hardware)
- - - ----------------------------------------------------------------------------------------------------------------------------------
LEE A. RINGEMAN 1989 1,931(12) 555(13) 800 3.65%
(66)
Executive Vice
President and
Chief Financial
Officer of
Bancshares and
the Bank
---------------------------------------------------------------------------------------------------------------------------------
ALL EXECUTIVES 123,566 33.13% 41,226 28.43% 13,842 63.21%
OFFICERS AND
DIRECTORS OF
BANCSHARES AND
THE BANK
=================================================================================================================================
</TABLE>
(1) Except as noted below, all shares of Bancshares' stock set forth above
constitute direct beneficial ownership by such director will full voting
and investment power. The address of each director is c/o
14
<PAGE>
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.
15
<PAGE>
BENEFICIAL OWNERSHIP OF CERTAIN 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.
<TABLE>
<CAPTION>
NAME AND COMMON PERCENT $2.70 PERCENT $.50 PERCENT OF
ADDRESS OF SHARES OF CLASS PREFERRED OF CLASS PREFERRED CLASS OF
BENEFICIAL BENEFICIALLY OF COMMON SHARES OF $2.70 SHARES $.50
OWNER OWNED (1) STOCK BENEFICIALLY PREFERRED BENEFICIALLY PREFERRED
SHARES OWNED(1) SHARES OWNED(1) SHARES
<S> <C> <C> <C> <C> <C> <C>
- - - --------------------------------------------------------------------------------------------------------------------
H. W. BAILEY 7,700(2) 5.31% 2,266 10.35%
Post Office
Box 2208
Morgan City,
Louisiana
70381
--------------------------------------------------------------------------------------------------------------------
BROOKS 34,070(3) 9.13% 15,475 (4) 10.67% 3,175(4) 14.50%
BLAKEMAN
Post Office
Box 2208
Morgan City,
Louisiana
70381
--------------------------------------------------------------------------------------------------------------------
VINCENT A. 22,343(5) 5.99% 9,835% 6.78% 2,673 12.21%
CANNATA, SR.
Post Office
Box 2208
Morgan City,
Louisiana
70381
----------------------------------------------------------------------------------------------------------------------
CARI 8,046 5.55% 1,887 8.62%
CORPORATION
1100 Poydras
St., Suite
2000
New Orleans,
Louisiana
70163
---------------------------------------------------------------------------------------------------------------------
FRANK J. 1,190 5.43%
DOMINO, SR.
Post Office
Box 2208
Morgan City,
Louisiana
70381
----------------------------------------------------------------------------------------------------------------------
ANTHONY J. 37,542 10.06% 2,500 11.42%
GUARISCO,
SR.
Post Office
Box 2208
Morgan City,
Louisiana
70381
</TABLE>
16
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- - - -----------------------------------------------------------------------------------------------------------------------
LEONARD AND 1,919 8.76%
HAYES
1014 Seventh
Street
Morgan City,
Louisiana
70381
------------------------------------------------------------------------------------------------------------------------
WILEY MAGEE 1,238 5.65%
Post Office
Box 2208
Morgan City,
Louisiana
70381
- - - -------------------------------------------------------------------------------------------------------------------------
MURRAY P. 3,090 14.11%
ORDOGNE
ESTATE
1014 Seventh
Street
Morgan City,
Louisiana
70381
==================================================================================================================
</TABLE>
(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 shakers voting powers.
(4) Shares held by the Blakeman Trust over which Mr. Blakeman shares
voting powers.
(5) Includes 6,910 shares int he name of Cannata's Super Market, Inc.
over which Mr. Cannata shares voting and investment power.
(6) Includes 3,455 chaos in the name of Cannata' Super Market, Inc. over
which Mr. Cannata shares voting and investment power.
17
<PAGE>
PROXY CARD
PROXY SOLICITED BY CARI INVESTMENT COMPANY ("CIC")
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF GUARANTY BANCSHARES HOLDING CORPORATION
The undersigned hereby appoints Christian G. Vaccari and Richard W.
Cryar, and each of them, the proxy or proxies of the undersigned, with
full power of substitution, to vote all shares of Class A Common Stock,
par value $5.00 per share, and Class B Common Stock, no par value, of
Guaranty Bancshares Holding Corporation (the "Company") which the
undersigned would be entitled to vote if personally present at any annual
or special meeting of shareholders called for the purpose of electing
directors of the Company in 1996 (the "Meeting"), including a special
meeting of Shareholders currently scheduled for August __, 1996, and at
any and all adjournments or postponements thereof.
CIC STRONGLY RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
---
Proposal 1. A proposal to remove Messrs. Randolph Cullom, Lee A.
Ringeman and Conley J. Dutreix from the Board of Directors of
the Company and any person or persons elected by the GBHC Board
since June 17, 1996 to fill any vacancy or any newly created
directorship.
___ FOR ___ AGAINST ___ ABSTAIN
CIC RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1.
---
Proposal 2. A proposal, if necessary, to increase the size of the Board
to twelve persons (if Proposal 1 is adopted) and to fifteen
persons (if Proposal 1 is not adopted).
___ FOR ___ AGAINST ___ ABSTAIN
CIC RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.
---
Proposal 3. A Proposal to the elect Shareholder Nominees to the Board of
Directors of Company.
<TABLE>
<CAPTION>
___ FOR all nominees ___ WITHHOLD AUTHORITY
listed below: to vote for all
nominees listed
below:
<S> <C> <C>
Virgil Allen Richard W. Cryar Paul M. Ordogne
Vincent A. Cannata, Jr. Anthony Guarisco, Jr. Christian G. Vaccari
</TABLE>
(To withhold authority to vote for any individual nominee, check the "FOR"
box above and draw a line through that nominee's name above.)
CIC RECOMMENDS THAT YOU VOTE FOR PROPOSAL 3
---
18
<PAGE>
The proxies are hereby authorized to vote in their discretion upon all
other matters which may properly come before the Meeting or any
adjournments or postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, IT
WILL BE VOTED FOR PROPOSALS 1 AND 2 AND FOR THE ELECTION OF THE SHAREHOLDER
NOMINEES LISTED IN PROPOSAL 3.
THIS PROXY CARD HEREBY REVOKES ANY PROXY DATED PRIOR TO THE DATE HEREOF OR
NOT DATED, AND GRANTED IN FAVOR OF FRANK J. DOMINO, SR. OR WILEY MAGEE, OR
EITHER OF THEM, OR GRANTED TO ANY PERSON WHO SERVES AS A PROXY PURSUANT TO
A SOLICITATION BY OR ON BEHALF OF THE COMPANY.
The undersigned hereby acknowledges receipt of the Proxy Statement of
CIC dated July __, 1996.
DATED: ___________, 1996
_______________________________________
Signature
_______________________________________
Signature, if held jointly
_______________________________________
Title or Authority
Please sign exactly as your name
appears on this proxy. Joint owners
should each sign personally. If
signing as attorney, executor,
administrator, trustee or guardian,
please include your full title.
Corporate proxies should be signed by
an authorized officer.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED SELF-ADDRESSED AND STAMPED ENVELOPE.
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