GUARANTY BANCSHARES HOLDING CORPORATION
1201 Brashear Avenue
Morgan City, Louisiana 70381
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 17, 1996
September 30, 1996
The Annual Meeting of Shareholders of Guaranty Bancshares
Holding Corporation will be held on October 17, 1996 at 1:00 p.m.
in the Board of Directors Room located on the second floor of the
Guaranty Bank & Trust Building, 1201 Brashear Avenue, Morgan City,
Louisiana, for the following purposes:
(1) To elect twelve directors to hold office until the next
annual meeting of shareholders and until their successors are
elected and qualified; and
(2) To authorize and approve reimbursement by Guaranty
Bancshares Holding Corporation to Cari Investment Company for not
more than $80,000.00 for certain legal fees and expenses incurred
by Cari Investment Company.
(3) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed September 22, 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
PRELIMINARY
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
September 30, 1996
PROXY STATEMENT
FOR ITS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17,
1996
This Proxy Statement is furnished to shareholders of Guaranty
Bancshares Holding Corporation ("Bancshares") in connection with a
solicitation of proxies by the Board of Directors (the "Board of
Directors" or the "Board") of Bancshares to be used at the annual
meeting of shareholders of Bancshares to be held on October 17,
1996 at 1:00 p.m., in the Board of Directors Room located on the
second floor of the Guaranty Bank & Trust Company Building, 1201
Brashear Avenue, Morgan City, Louisiana. The above described proxy
and this proxy statement were mailed on or about September 30,
1996.
As is further explained below, this proxy statement and the
proxy that you are being sent today take the place of the materials
previously sent to you in connection with the postponed June 17,
1996 annual meeting of shareholders. You should therefore discard
(I) Bancshares' proxy statement dated May 23, 1996 and the proxy
enclosed with that proxy statement; and (ii) the proxy statement
dated June 7, 1996 and proxy sent to you by Cari Investment Company
("CIC").
Background Leading to October 17, 1996 Annual Meeting
The annual meeting to be held on October 17, 1996 was
originally scheduled for June 17, 1996 and a notice of that
meeting, a proxy statement dated May 23, 1996 and a proxy were
mailed by Bancshares to each of Bancshares' shareholders on May 24,
1996. However, the annual meeting originally scheduled for June
17, 1996 was postponed by means of a "Notice of Postponement of
Annual Meeting of Shareholders Originally Scheduled for June 17,
1996", which Notice was mailed by Bancshares to the shareholders of
Bancshares on June 13, 1996.
The annual shareholder meeting originally scheduled for June
17, 1996 was postponed because CIC, a shareholder of Bancshares,
issued a letter and proxy statement to the shareholders of
Bancshares. CIC's letter and proxy statement urged the
shareholders of Bancshares to vote for certain directors that CIC
recommended in lieu of certain nominees recommended by Bancshares.
CIC's proxy statement also urged the shareholders of Bancshares to
reject the Plan of Recapitalization that Bancshares' Board of
Directors had asked the shareholders to approve. The Board of
Directors of Bancshares therefore determined that it was in the
best interests of Bancshares and its shareholders to postpone the
annual meeting of shareholders in order to give the shareholders
time to review the proxy materials and other communications of both
Bancshares and CIC. The Board believed that this lengthened review
period would facilitate informed shareholder decisions regarding
the respective positions of Bancshares and CIC as set forth in
their proxy materials and communications.
After these events occurred, Bancshares and CIC engaged each
other in certain legal actions in which each party asserted its
respective position regarding the election of directors of
Bancshares and the Plan of Recapitalization proposed by the
management of Bancshares, as follows: On June 7, 1996 Bancshares
filed a Complaint for Injunctive Relief against CIC in the United
States District Court for the Eastern District of Louisiana seeking
to prevent CIC from issuing CIC's proxy statement. The court
denied Bancshares' request for a temporary restraining order
granting such relief. On June 17, 1996 CIC filed a Petition for
Injunctive Relief against Bancshares in the 16th Judicial District
Court for the Parish of St. Mary, State of Louisiana, seeking to
prevent Bancshares from postponing the annual meeting of
shareholders scheduled for that day. The court denied CIC's
request for a temporary restraining order granting the relief that
CIC requested. On June 20, 1996 CIC filed a Supplemental and
Amending Petition for Extraordinary and Injunctive Relief to add a
claim for quo warranto relief to its previously filed Petition.
The court denied the relief sought by CIC after a trial on the
merits. On July 3, 1996 CIC filed a Petition for Writ of Quo
Warranto Relief against Randolph Cullom, Conley J. Dutreix and Lee
A. Ringeman. On July 17, 1996 the court denied the relief sought
by CIC after a trial on the merits.
Subsequent to these legal actions, Bancshares and its Board of
Directors and CIC determined that it was in the best interests of
Bancshares and its shareholders to resolve their disputes regarding
the operation and management of Bancshares. As a result of this
determination, the Board of Directors of Bancshares agreed to
nominate for election to the Board of Directors the persons named
in this Proxy Statement and on the enclosed proxy. In addition the
Board of Directors agreed with CIC that it would place on the
agenda for the shareholders' vote at the annual meeting the issue
whether the shareholders will authorize and approve reimbursement
by Bancshares to CIC of not more than $80,000.00 of CIC's costs and
expenses incurred with respect to its opposition to Bancshares'
recommendations made in Bancshares' May 23, 1996 proxy statement
and with respect to the ensuing litigation related to such
opposition.
Voting Procedure
As of the close of business on September 22, 1996, there were
outstanding (including treasury shares) 210,000 shares of Class A
Common Stock, par value $5.00 per share, and 170,877 shares of
Class B Common Stock, no par value (respectively, the "Class A
Common Shares" and the "Class B Common Shares" and collectively,
the "Common Shares"). Treasury shares are not entitled to be
voted. Accordingly, of the outstanding Common Shares, 206,124
Class A Common Shares and 166,901 of the Class B Common Shares (a
total of 373,025 Common Shares) are entitled to be voted. Each of
the Class A Common Shares and the Class B 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 Common Share held.
On September 22,1996, 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 only in circumstances
specifically required by the laws of the State of Louisiana and as
set forth in Bancshares' Articles of Incorporation. Neither
Louisiana law nor the Articles of Incorporation allows the holders
of Preferred Shares to vote to elect directors to the Board of
Directors of Bancshares or to authorize and approve the
reimbursement of certain legal fees and costs to CIC, but all of
the holders of Preferred Shares who also hold Common Shares will
have the right to vote on these matters due to their ownership of
Common Shares.
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. 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
represented thereby will be voted at the meeting in accordance with
shareholder direction. Proxies in the enclosed form representing
Common Shares will be voted for the election of directors and for
authorization and approval of the proposed reimbursement of not
more than $80,000.00 of certain legal fees and costs to CIC, 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. Except for the election of directors and
the proposed reimbursement to CIC, management expects no other
matters to be presented for action at the Annual Meeting. If,
however, any other matters properly come before the Annual Meeting,
the persons named as proxies in the enclosed form of proxy intend
to vote in accordance with their judgment on the matters presented.
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. As previously noted, the shareholders
of Bancshares will determine whether Bancshares will reimburse CIC
for not more than $80,000.00 of CIC's costs and expenses incurred
in connection with CIC's preparation of an opposing proxy
statement, solicitation of proxies and certain legal actions in
which it engaged in connection with its proxy statement and
solicitation of proxies. If the shareholders authorize and approve
such reimbursement, then Bancshares will reimburse CIC for not more
than $80,000.00 of such costs and expenses. If the shareholders do
not authorize and approve such reimbursement, Bancshares will not
reimburse CIC.
Election of Directors
The By-Laws of Bancshares authorize the Board of Directors or
the shareholders 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
September 22, 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 Allen, Bailey, Blakeman, Vincent Cannata, Jr.,
Cullom, Domino, Anthony Guarisco, Jr., Anthony Guarisco, Sr.,
Magee, Paul Ordogne, Vaccari and Vinson will also be elected by
Bancshares to the Board of Directors of Bancshares' wholly owned
subsidiary, Guaranty Bank & Trust Company of Morgan City (the
"Bank").
Name, Age, and Principal Occupation: Virgil Allen (42),
Engineer/Safety director, Athena Construction.
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): 5,478(4)
Percent of Class of Common Shares (2): 1.47%
$2.70 Preferred Shares Beneficially Owned (1): 1,256(4)
Percent of Class of $2.70 Preferred Shares (3): 0.87%
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: H.W. Bailey (73), Retired
since 1/1/83; Executive vice President and Chief Administrative
Officer of McDermott, Inc. (Offshore construction)
Year First Became Director of Bancshares: 1982
Common Shares Beneficially Owned (1) (2): 17,666(4)
Percent of Class of Common Shares (2): 4.74%
$2.70 Preferred Shares Beneficially Owned (1): 7,700(5)
Percent of Class of $2.70 Preferred Shares (3): 5.31%
$.50 Preferred Shares Beneficially Owned (1): 2,266
Percent of Class of $.50 Preferred Shares (3): 10.35%
Name, Age, and Principal Occupation: Brooks Blakeman (49),
Chairman of the Board of Bancshares and the Bank; Vice President
and General Manager of Franks Casing Crews, Inc. (oilfield
services)
Year First Became Director of Bancshares: 1988
Common Shares Beneficially Owned (1) (2): 34.070(6)
Percent of Class of Common Shares (2): 9.13%
$2.70 Preferred Shares Beneficially Owned (1): 15,475(7)
Percent of Class of $2.70 Preferred Shares (3): 10.67%
$.50 Preferred Shares Beneficially Owned (1): 3,175(7)
Percent of Class of $.50 Preferred Shares (3): 14.50%
Name, Age, and Principal Occupation: Vincent Cannata, Jr., (35)
President of Cannata's Super Market, Inc. And Cannata Corporation
Year First Became Director of Bancshares:
Common Shares Beneficially Owned (1) (2): 6,910(7)
Percent of Class of Common Shares (2): 1.85%
$2.70 Preferred Shares Beneficially Owned (1): 3,455(7)
Percent of Class of $2.70 Preferred Shares (3): 2.38%
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
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(8)
Percent of Class of Common Shares (2): 1.42%
$2.70 Preferred Shares Beneficially Owned (1): 2,045(8)
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: Anthony Guarisco, Jr. (57),
Attorney Principal of dispute Resolution Associates (legal
mediation firm), former Louisiana State Senator.
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: Anthony Guarisco, Sr. (86),
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 (53), 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: Paul Ordogne,(44),
Treasurer and Controller (and from 1988 to 1994, Assistant
Treasurer and Controller), Cari Investment Company.
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): 24,936(9)
Percent of Class of Common Shares (2): 6.68%
$2.70 Preferred Shares Beneficially Owned (1): 5,157(9)
Percent of Class of $2.70 Preferred Shares (3): 3.56%
$.50 Preferred Shares Beneficially Owned (1): 3,090(9)
Percent of Class of $.50 Preferred Shares (3): 14.62%
Name, Age, and Principal Occupation: Christian Vaccari (36),
President of Cari Investment Company and Cari Capital Company.
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): 17,979(10)
Percent of Class of Common Shares (2): 4.82%
$2.70 Preferred Shares Beneficially Owned (1): 8,046(10)
Percent of Class of $2.70 Preferred Shares (3): 5.55%
$.50 Preferred Shares Beneficially Owned (1): 1,887(10)
Percent of Class of $.50 Preferred Shares (3): 8.62%
Name, Age, and Principal Occupation: Kay S. Vinson (56),
President of Sub-Surface Tools, Inc. (oilfield equipment sales
and rentals)
Year First Became Director of Bancshares: -
Common Shares Beneficially Owned (1) (2): -
Percent of Class of Common Shares (2): -
$2.70 Preferred Shares Beneficially Owned (1): -
Percent of Class of $2.70 Preferred Shares (3): -
$.50 Preferred Shares Beneficially Owned (1): -
Percent of Class of $.50 Preferred Shares (3): -
Name, Age, and Principal Occupation: All Executive Officers and
Directors of Bancshares and the Bank
Common Shares Beneficially Owned (1) (2): 156,495
Percent of Class of Common Shares (2): 41.95%
$2.70 Preferred Shares Beneficially Owned (1): 49,290
Percent of Class of $2.70 Preferred Shares (3): 33.99%
$.50 Preferred Shares Beneficially Owned (1): 16,146
Percent of Class of $.50 Preferred Shares (3): 73.73%
(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 56 Common Shares and 56 $2.70 Preferred Shares held
by Katherine Allen over which Mr. Allen shares voting power.
(5) Includes 7,700 Common Shares and 3,850 $2.70 Preferred
Shares in the name of Bailey Estate.
(6) Includes 33,870 Common Shares, held by the Blakeman Trust over
which Mr. Blakeman shares voting powers. All shares of $2.70
Preferred Shares and $.50 Preferred Shares are held by the
Blakeman Trust over which Mr. Blakeman shares voting powers.
(7) All shares are owned by Cannata's Super Market, Inc. over
which Mr. Cannata shares voting and investment power.
(8) Includes 60 Common Shares and 30 $2.70 Preferred Shares in the
name of Mr. Domino's wife.
(9) Includes 16,556 Common Shares, 3,392 $2.70 Preferred Shares
and 3,090 $.50 Preferred Shares held by the Estate of Murray
P. Ordogne of which Mr. Ordogne is executor and a beneficiary.
(10) All shares are owned by Cari Investment Company (formerly Cari
Corporation) over which Mr. Vaccari shares voting and
investment power.
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, except that Anthony Guarisco, Sr. and Anthony Guarisco,
Jr. are father and son.
Reimbursement of Certain Legal Costs and Expenses of CIC
As explained at the section of this Proxy Statement entitled
"Background Leading to October 17, 1996 Annual Meeting", Bancshares
and CIC engaged in a series of legal actions after CIC solicited
other shareholders to join CIC in opposing some of Bancshares'
nominees for election to the Board of Directors and in also
opposing the proposed Plan of Recapitalization that Bancshares
planned to implement if the shareholders approved. CIC incurred
costs and expenses in connection with its solicitation and
opposition. After engaging in the legal actions previously
described, the Board of Directors of Bancshares and CIC determined
that Bancshares' best interests would be served if they resolved
their differences by compromise. Part of the compromise (described
above) was to seek shareholder approval for Bancshares to reimburse
CIC for not more than $80,000.00 of CIC's costs and expenses.
Christian Vaccari and Paul Ordogne, two of the nominees for
election to the Board of Directors of Bancshares, are officers of
CIC. In addition, Mr. Vaccari is a shareholder of CIC. The
persons named in the enclosed proxy intend to vote such proxy,
unless otherwise directed, for approval of the reimbursement of not
more than $80,000.00 to CIC for certain of CIC's costs and
expenses.
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 September 22, 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, Sr., 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
September 22, 1996 are as follows:
Name Age Position Currently
Held
Brooks Blakeman 49 Chairman of the
Board of Bancshares
and the Bank
Randolph Cullom 59 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 49 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) Compensation(2) Compensation(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.
The death benefits are funded by single premium life
insurance policies on the lives of the participants. The
policies are owned by the Bank and the proceeds from death
benefits are payable to the Bank. Projected December 31, 1996
death benefits are as follows: Mr. Cullom - $835,000; Mr.
Ringeman - $317,000; and Mr. Dutreix - $377,000. The retirement
benefits are being funded by regular accruals by the Bank.
If the Bank terminates a participant's employment prior to
his planned retirement date for cause, the participant shall not
be entitled to any benefits. If employment is terminated prior
to his planned retirement date, other than by death or discharge
for cause, the Bank shall pay to the participant an amount which
is the actuarial equivalent of his annual retirement benefit,
computed in accordance with the agreement.
If a participant's employment is terminated within twenty-
four (24) months following a change in control of the Bank, the
participant will be entitled to the benefits set forth in the
preceding paragraph with the respective benefits being increased
by fifty (50%) percent. Change in control is defined as an
occurrence in which a person, not presently owning 25% of the
voting shares, including a syndicate or group deemed under
Louisiana law to be a person, becomes the beneficial owner,
directly or indirectly, of securities of the Company having 25%
or more of the total number of votes which may be cast for
directors of the Company, or during any period of two consecutive
years, individuals who constitute the board of directors at the
beginning of such period cease for any reasons to constitute at
least a majority thereof unless the election, or the nomination
for election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such
period. The increased benefits made applicable in this event are
not included in the insurance policies or accruals referred to
above and would be a cost to the company at the point any such
benefits became payable, but would be reduced by the Bank's
regular accruals of normal retirement benefits referred to above.
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.
Financial Statements
The Financial Report of Bancshares and Subsidiaries for the
Quarters Ended June 30, 1996 and 1995 are attached hereto. A
copy of Bancshares' Annual Report was mailed on May 24, 1996 to
each shareholder of record as of May 15, 1996. Each shareholder
of record as of September 22, 1996 who was not a shareholder of
record as of May 15, 1996 is being mailed a copy of such Annual
Report with this Proxy Statement.
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 June 19, 1997, 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
September 30, 1996.
GUARANTY BANCSHARES HOLDING
CORPORATION AND SUBSIDIARIES
FINANCIAL REPORT
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED DATA
(In thousands of dollars, except per share data)
Six Months
Ended June 30,
1996 1995
Operating data:
Total interest income $ 2,271 $ 2,273
======== ========
Net interest income $ 1,312 $ 1,302
Recovery (provision) from (for)
loan losses - -
Other non-interest income 148 192
Non-interest operating expense 1,207 1,164
Income taxes 90 118
-------- --------
Net income $ 163 $ 212
======== ========
Per common share data:
Net income $ (.10) $ .03
Cash dividends - -
Number of common shares
outstanding 373,025 374,375
Weighted average of common
shares outstanding 373,025 374,375
Selected statements of
condition items:
Year end balances:
Total assets 63,257 59,693
Investment securities 12,477 11,172
Securities available for sale 5,155 5,227
Loans, net of unearned
income 38,653 35,698
Total deposits 53,634 50,338
Notes payable 1,582 1,777
Stockholders' equity 5,820 5,399
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary
For the six months ended June 30 1996, Bancshares earned
$163,000, compared with earnings of $212,000 for the comparable
period in 1995. The primary reasons for the decrease in earnings
were lower non-interest operating income and increased operating
expenses. The subsidiary bank did not make a provision for loan
losses in either period.
Changes in financial position at June 30, 1996, from
December 31, 1995 were net increases in investment securities and
loans. Deposits increased $2,864,000. Investments increased
$1,742,000. Loans increased $4,104,000. Notes payable to the
Federal Home Loan Bank of Dallas decreased $99,000 through
amortization. These borrowings are used to match maturities and
amortization on certain loans.
New credit income is the most significant component of
financial operations and is affected by interacting forces,
including changes in investment market interest rates and changes
in volume and mix of interest earning assets and interest bearing
deposits. For the first six months of 1996, net interest income
as a percent of net average earning assets of $56,105,000 was
4.68 percent, down from 4.83 percent for the six months of 1995.
The decrease is attributable to a general decline in interest
rates earned on loans.
Net Operating Results
The following analysis should be read in conjunction with
the accompanying financial statements.
Net interest income increased a net of $10,000. Of this
amount, interest on funds sold increased $80,000. Interest on
loans declined $21,000, while interest earned on securities
investments declined $61,000. Total interest expenses declined
$12,000.
The decrease in loan income is attributable to a $687,000
increase in average loans outstanding, and 0.3 percent decrease
in average yields to 9.5 percent. The decrease in investment
income was the result of a $1,683,000 decrease in average
securities investments and a 0.1 percent increase in average
yields.
Interest expense decreased $12,000 from 1995 levels.
Average interest bearing deposits decreased $234,000, while
average rates paid decreased 0.1 percent from 3.8 percent. The
subsidiary bank has borrowed funds from the Federal Home Loan
Bank of Dallas to fund commercial real estate loans which have
comparable scheduled amortizations and maturities.
Investment Securities
Investment securities increased from $16,399,000 as of June
30, 1995 to $17,632,000 at June 30, 1996. This is primarily
attributable to net purchases of U.S. Treasury and U.S.
Government agency securities and by scheduled amortization on
mortgage backed securities. There were no securities sales
during the first six months of 1996.
An analysis of investment securities follows (in thousands).
Amortized Unrealized Market
Cost Gain Loss Value
June 30, 1995
Held to Maturity
U. S. Treasury Securities $ 1,251 $ - $ 2 $ 1,249
Obligations of U.S.
Agencies and Corporations 10,545 4 33 10,516
Obligations of states and
political subdivisions 666 5 35 668
Other Investments 15 - - 15
Total $12,477 $ 9 $ 38 $12,448
======= ==== ===== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,649 $ 11 $ 8 $ 4,652
Other investments 503 - - 503
Total $ 5,152 $ 11 $ 8 $ 5,155
======= ==== ==== =======
December 31, 1995
Held to Maturity
U. S. Treasury Securities $ 1,997 $ 2 $ - $ 1,999
Obligations of U.S.
Agencies and Corporations 8,255 8 11 8,252
Obligations of states and
political subdivisions 692 17 - 709
Other Investments 20 - - 20
Total $10,964 $ 27 $ 11 $10,980
======= ===== ==== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,693 $ 14 $ $ 4,704
Other investments 472 - - 493
Total $ 5,186 $ 14 $ 3 $ 5,197
======= ====== ==== =======
June 30, 1995
Held to Maturity
U. S. Treasury Securities $ 4,949 $ 1 $ 5 $ 4,945
Obligations of U.S.
Agencies and Corporations 5,837 9 43 5,803
Obligations of states and
political subdivisions 362 6 - 368
Other Investments 24 - - 24
Total $11,172 $ 16 $ 48 $11,140
======= ====== ==== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,749 $ 10 $ 14 $ 4,745
Other investments 482 - - 482
Total $ 5,231 $ 10 $ 14 $ 5,227
======= ====== ==== =======
An analysis of the market value of the investment portfolio by
maturity periods at June 30, 1996 follows (in thousands):
Amortized Market
Cost Value
Within one year $ 11,083 $11,073
One to five years 4,826 4,815
Five to ten years 461 462
After ten years 1,259 1,253
Total $ 17,629 $ 17,603
========= =======
Maturities of mortgage backed securities are classified by
contractual (stated) maturity dates. Expected maturities will
differ from contractual maturities because borrowers have the
right to call or prepay obligations.
Investment securities with a carrying value of approximately
$8,106,000, $6,882,000, and $7,179,000 at June 30, 1996, December
31, 1995 and June 30, 1995, respectively, were pledged to secure
public deposits as required by law.
Deposits
A summary of the deposits as of June 30, 1996, December 31,
and June 30, 1995 is as follows:
June 30 December 31 June 30
1996 1995 1995
(in thousands)
Demand Deposits $ 9,023 $ 8,419 $ 7,779
NOW Accounts 5,361 5,405 4,687
Money Market
Investment Accts. 6,342 6,842 4,839
Savings Deposits 6,596 7,148 7,083
Other Time Deposits 19,413 17,330 19,193
Certificates of Dep.
of $100,000 or
more 6,899 5,626 6,757
$53,634 $50,770 $50,338
======= ======= =======
Non-interest bearing demand deposits at June 30, 1996 decreased
$1,244,000 from June 30, 1995. As interest rates paid on money
market investment accounts remained low, depositors transferred
funds to higher yielding certificates of deposits which had become
more competitive with non-bank related institutions. Certificates of
deposits of $100,000 or more to commercial entities increased
$137,000 while public fund certificates of deposit of $100,000 or
more increased only $5,000.
The Bank has insignificant foreign and no brokered deposits.
Short Term Borrowings
The Bank had no significant short term borrowings in 1996 or
1995.
Allowance for Loan Losses and Non-Performing Loans and Other Real
Estate
The allowance for loan losses was 1.32 percent of loans
outstanding at June 30, 1995, compared with 1.46 percent at
December 31, 1995 and 1.42 percent at June 30, 1995. The Bank did
not make a provision to the reserve for loan losses during the
first six months of 1996 or 1995.
1996 1995
Balance at January 1, $505,000 $502,000
(Recovery) Provision for loan losses - -
Recoveries credited to the allowance 6,000 17,000
511,000 519,000
Losses charged to the allowance 2,000 13,000
Balance at June 30 $509,000 $506,000
======== ========
Indicative of improving conditions in the local economy, the
following schedule shows non-performing loans on non-accrual
status and repossessed and foreclosed real estate.
June 30 December 31 June 30
1996 1995 1995
Non-accrual loans $82,000 $ 84,000 $ 95,000
Foreclosed real estate 64,000 65,000 64,000
Management believes the Bank has adequate reserves to provide
for possible future loan losses.
Other Income
Other operating income aggregated to $148,000 for the first
six months of 1996 compared with $192,000 in 1995. There was no
trading account activity in 1996 or 1995.
Six Months Ending
June 30
1996 1995
Service charges on deposit accounts $ 95,000 $101,000
Other service charges and fees 35,000 29,000
Other operating income 18,000 62,000
Total $148,000 $192,000
======== ========
1995 other operating income included a $39,000 gain on sale of
repossessed real estate.
Operating Expenses
Other operating expenses totaled $1,207,000 for the first six
months of 1996, compared with $1,164,000 for 1995, a $43,000
increase, primarily due to accounting and legal fees relating to an
unsuccessful stock exchange offer.
Personnel expenses totaled $534,000 for the period, compared
with $512,000 in 1995. In 1996, expenses related to other real
estate and repossessed property totaled to $2,000, in 1995, these
expenses, net of rental income on these properties, totaled $7,000.
These expenses, representing related taxes, maintenance and
insurance. FDIC and other insurance expenses decreased $53,000
primarily as a result of reduced FDIC deposit insurance
assessments.
A summary of other operating expenses is as follows:
Six Months 1996
Ending Over
June 30, (Under)
1996 1995 1995
(In Thousands)
Salaries and benefits $ 534 $ 512 $ 22
Expenses related to other real
estate and repossessed
properties, net of rental
income on these properties 2 7 (5)
Net occupancy expenses 209 214 (5)
Equipment and computer expenses 94 105 (11)
Professional fees and services 149 60 89
FDIC and other insurance 19 72 (53)
Other 200 194 6
$1,207 $1,164 $ 43
====== ===== =====
Income Taxes
Income taxes were accrued at the U. S. federal tax rate.
Liquidity
The term "liquidity" generally refers to the ability of a
company to generate adequate amount of cash to meet its needs. For
a bank, "liquidity" represents its ability to meet timely the
demand for funds used to honor checks, to pay maturing time
deposits, to fund increases in loan demand and to satisfy other
commitments. Unless it borrows funds, a bank's source of funds are
generally its core deposits and its retained earnings.
At June 30, 1996 and 1995, the Bank's gross loans-to-deposits
ratios were 72.1 percent and 70.9 percent, respectively. Loans
increased $2,955,000 from 1995 levels. Significant to the
loan-to-deposit ratio computation, deposits increased $3,296,000
as of June 30, 1996 from 1995. The Bank has no brokered deposits.
As a bank holding company, the ability of Bancshares to pay
its obligations is wholly dependent upon the receipt of dividends
and tax benefits from the Bank.
Capital Resources
At June 30, 1996, stockholders' equity amounted to $5,820,000
compared with $5,399,000 at June 30, 1995 and $5,662,000 at
December 31, 1995.
Bancshares has paid only one $2.70 and one 67.5 cents dividend
on its $2.70 preferred stock and has not declared or paid dividends
on its $.50 preferred stock since their issuance. As a result
accumulated and unpaid dividends are as follows:
$2.70 Preferred Stock, Dividends accumulated
from January 13, 1990 through July 13, 1996 $2,643,000
$.50 Preferred Stock, dividends accumulated
from January 13, 1990 through July 13, 1996 75,000
$2,718,000
==========
The annual meeting was originally scheduled for June 17,
1996 and a notice of that meeting, a proxy statement dated May
23, 1996, and a proxy were mailed to each of Bancshares'
shareholders on May 24, 1996. However, the annual meeting
originally scheduled for June 17, 1996 was postponed by means of
a "Notice of postponement of Annual Meeting of Shareholders
Originally Scheduled for June 17, 1996" which Notice was mailed
to the Shareholders of Bancshares on June 13, 1996.
The annual shareholder meeting originally scheduled for June
17, 1996 was postponed because Cari Investment Company (CIC), a
shareholder of Bancshares, issued a letter and proxy statement to
the shareholders of Bancshares to vote for certain nominees that
CIC recommended in lieu of nominees recommended to the shareholders
by Bancshares. CIC's proxy statement also urged the shareholders
of Bancshares to reject the Plan of Recapitalization that
Bancshares' Board of Directors had asked the shareholders to
approve. The Board of Directors of Bancshares therefore
determined that it was in the best interests of Bancshares and
its shareholders to postpone the annual meeting of shareholders
in order to give the shareholders time to review the proxy
materials and other communications of both Bancshares and CIC.
The Board believed that this lengthened review period would
facilitate informed shareholder decisions regarding the
respective positions of Bancshares and CIC as set forth in such
proxy materials and communications.
After these events occurred, Bancshares and CIC engaged each
other in certain legal actions in which each party asserted its
respective position regarding the election of directors of Bancshares
and the Plan of Recapitalization proposed by the management of
Bancshares, as follows: On June 7, 1996 Bancshares filed a Complaint
of Injunctive Relief against CIC in the United States District Court
for the Eastern District of Louisiana seeking to prevent CIC from
issuing the CIC's proxy statement which Bancshares believed contained
false or misleading information. The court denied Bancshares' request
for a temporary; restraining order granting such relief. On June 17,
1996 CIC filed a Petition for Injunctive Relief against Bancshares
in the 16th Judicial District Court for the Parish of St. Mary, State
of Louisiana, seeking to prevent Bancshares from postponing the annual
meeting of shareholders scheduled for that day. The court denied
CIC's request for a temporary restraining order granting the relief
that CIC requested. On June 20, 1996 CIC filed a Supplemental and
Amending Petition for Extraordinary and Injunctive Relief to add a
claim for Quo Warranto relief to its previously filed Petition.
The court denied the relief sought by CIC after a trial on the
merits. On July 3, 1996 CIC filed a petition for Writ of Quo
Warranto Relief against directors Randolph Cullom, Conley J.
Dutreix, and Lee A. Ringeman. On July 17, 1996 the Court denied
the relief sought by CIC after a trial on the merits.
Subsequent to these legal actions, Bancshares and its Board
of Directors and CIC determined that it was in the best interests
of Bancshares and its shareholders to resolve their disputes
regarding the operation and management of Bancshares. As a
result of this determination, the Board of Directors of
Bancshares agreed to nominate for election to the Board of
Directors the persons named in this Proxy Statement and on the
enclosed proxy. In addition the Board of Directors agreed with
CIC that it would place on the agenda for the shareholders' vote
at the annual meeting the issue whether the shareholders will
authorize and approve reimbursement by Bancshares to CIC of not
more than $80,000.00 of CIC's costs and expenses incurred with
respect to its opposition to Bancshares' recommendations made in
Bancshares' May 23, 1996 proxy statement and with respect to the
ensuing litigation related to such opposition.
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CONDITION
June 30 June 30
1996 1995
(in thousands)
(Unaudited)
ASSETS
Cash and due from banks $ 1.880 $ 2,168
Investment securities available for sale 5,155 5,227
Investment securities held to maturity
(Estimated market value $12,448,000 and 12,477 11,172
$11,145,000, respectively)
Federal funds sold 2,000 2,250
Loans 38,653 35,698
Less: Allowance for loan losses 509 506
Net Loans 38,144 35,192
Premises and equipment 2,101 2,177
Other real estate 64 -
Other assets 1,436 1,507
Total Assets $63,257 $59,693
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $53,634 $50,338
Obligations under capital lease 1,594 1,675
Notes payable 1,582 1,777
Other liabilities 627 504
Total Liabilities 57,437 54,294
Commitments and contingent liabilities (Note 2) - -
Stockholders' Equity
$2.70 Cumulative Preferred stock; 145,001
and 145,676 shares authorized, issued
and outstanding 3,481 3,497
$.50 Cumulative Preferred stock, 64,999
and 64,324 shares authorized, 21,900
issued and outstanding 107 107
Class A Common stock; $5 par value; 210,000
shares authorized and outstanding 1,050 1,050
Class B Common stock; no par value; 210,000
shares authorized, 170,877 issued and
outstanding 17 17
Capital surplus 2,039 2,039
Accumulated deficit (860) (1,292)
Treasury Stock (16) (16)
Unrealized gain (loss) on securities
available for sale 2 (3)
Total Stockholders' Equity 5,820 5,399
Total Liabilities and Stockholders' Equity $63,257 $59,693
======= =======
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED
JUNE 30
1996 1995
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
(UNAUDITED)
INTEREST INCOME
Interest and fees on loans $1,701 $1,722
Interest on federal funds sold 141 61
Interest on investment securities:
Taxable income 410 480
Non-Taxable income 19 10
Total Interest Income 2,271 2,273
INTEREST EXPENSE
Interest on deposits 822 824
Interest on capital lease 81 85
Interest on note payable 56 62
Total Interest Expense 959 971
Net Interest Income 1,312 1,302
Provision (recovery) from reserve
for loan losses 0 0
Net Interest Income after Provision
(recovery)from reserve for loan losses 1,312 1,302
Other operating income 148 192
Operating expenses 1,207 1,164
Income before income tax expense
and extraordinary item 253 330
Income tax expense 90 118
Net income 163 212
Dividends required for preferred stock (202) (202)
Net income (loss) available for common
stockholders $ (39) $ 10
======= =======
Earnings (loss) per common share $(.10) $ .03
Weighted average common shares ======= =======
outstanding 373,025 374,375
======= =======
GUARANTY BANCSHARES HOLDING CORPORATION
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
SIX MONTHS ENDED
MARCH 31
1996 1995
(IN THOUSANDS)
(UNAUDITED)
Cash flows from operating activities:
Net income $ 163 $ 212
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of premium (accretion of discount
on investments), net (98) (121)
Net(Gain) on sale of other real estate owned - (39)
Gain on sale of fixed assets - (7)
Depreciation and amortization 142 141
(Increase) decrease in accrued interest receivable (6) (34)
Increase in accrued interest payable 63 30
Increase (decrease) in accounts payable
and other liabilities 65 41
Net cash provided by operating activities 329 223
Cash flows from investing activities:
(Increase)decrease in federal funds sold 1,325 390
Proceeds from maturities of investment securities 13,856 8,109
Purchase of investment securities (15,250) (7,703)
Net(increase)decrease in loans (4,102) (897)
Proceeds from sale of other real estate owned - 119
Proceeds from sale of premises and equipment - 7
Purchase of premises and equipment (160) (157)
Change n other assets (75) (74)
Net cash provided (used) by investing activities (4,406) (206)
Cash flows from financing activities:
Net increase (decrease) in demand deposits
NOW, savings, and certificates of deposit 2,864 (1,160)
Increase (decrease) of notes payable (99) (77)
Repayments of capital lease obligation (38) (48)
Net cash provided used in financing activities 2,727 (1,285)
Net increase (decrease) in cash and due from banks (1,350) (1,268)
Cash and due from banks, beginning of year 3,230 3,436
Cash and due from banks, end of quarter $1,880 $2,168
====== ======
Supplemental cash flow information:
Interest paid $ 898 $ 941
====== ======
Income taxes paid $ 139 $ 2
====== ======
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Unrealized
Gain(Loss)
on Securities
Balance at Available Balance at
Jan.1, 1996 Net Income For Sale June 30,1996
$2.70
Preferred
Stock $ 3,481 - - 3,481
$.50
Preferred
Stock $ 107 - - 107
Class A
Common
Stock $ 1,050 - - 1,050
Class B
Common
Stock $ 17 - - 17
Capital
Surplus $ 2,039 - - 2,039
Accumulated
Deficit $ (1,023) 163 - (860)
Treasury
Stock $ (16) - - (16)
Unrealized
loss on
Securities
available
for sale $ 7 - (5) 2
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Unrealized
Gain(Loss)
on Securities
Balance at Available Balance at
Jan.1, 1995 Net Income For Sale June 30,1995
(In thousands)
$2.70
Preferred
Stock $ 3,497 - - 3,497
$.50
Preferred
Stock $ 107 - - 107
Class A
Common
Stock $ 1,050 - - 1,050
Class B
Common
Stock $ 17 - - 17
Capital
Surplus $ 2,039 - - 2,039
Accumulated
Deficit $ (1,504) 212 - (1,292)
Treasury
Stock $ (16) - - (16)
Unrealized
loss on
Securities
available
for sale $ (11) - 8 (3)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following discussion should be read in conjunction with the
SELECTED CONSOLIDATE DATA on page F2 and the SELECTED CONSOLIDATED DATA
and Managements Discussion and Analysis of Financial Condition and
Results of Operations and consolidated Financial Statements and Notes
in the accompanying 1995 Annual Report to Stockholders pages 3 through
24.
The information furnished reflects all adjustments which are, in
the opinion of management, necessary for a fair statement of results
for the six (6) months ended June 30, 1996 and 1995. All adjustments
are considered to be of a recurring nature. Results for the interim
period may not necessarily be indicative of results for the entire
year.
NOTE 1:
On January 13, 1983, pursuant to a Reorganization and Merger
Agreement, Guaranty Bank & Trust Company of Morgan City (the Bank) was
merged into a subsidiary of Guaranty Bancshares Holding Corporation
(Bancshares) with the effect that the Bank became a wholly owned
subsidiary of Bancshares.
Bancshares has outstanding $2.70 Cumulative Preferred Stock and
Class B, No Par Value Common Stock which were issued in 1988 in
exchange for subordinated debentures issued in 1983 when the company
was formed. Bancshares also has outstanding Class A, $5.00 Par Value,
Common Stock which were also issued when the company was formed. The
$.50 Cumulative Preferred Stock is subordinate to the $2.70 Preferred
Stock and were issued for cash in 1989 and 1990.
The Class B common stock does not differ from the Class A common
stock except that Class A common stock has a par value of $5 per share
and Class B Common stock has no par value.
The company has acquired, through foreclosure, 3,976 shares of
$2.70 preferred stock, 3,876 shares of Class A, $5.00 par value common
stock and 3,976 shares of Class B, no par value common stock. The
preferred shares were canceled and reverted to authorized but unissued
$.50 preferred stock. The common shares are held as treasury stock at
a total value of $16,000. (See Capital Resources)
Earnings per average commons share for the six months ended June
30, 1996 and 1995 (unaudited) have been computed using 373,025 and
374,375, respectively, the weighted average shares outstanding during
those periods.
NOTE 2: Contingent Liabilities
As of June 30, 1996, there were $815,600 of letters of credit
outstanding which are not reflected in the consolidated financial
statements. Management does not expect any loss as a result of these
transactions.
PRELIMINARY
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 October 17, 1996 at 1:00
p.m. in the Board of Directors Room located on the second floor of
the Guaranty Bank & Trust Building, 1201 Brashear Avenue, Morgan
City, Louisiana, 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
Virgil Allen Randolph Cullom Wiley Magee
H.W. Bailey Frank J. Domonio, Sr. Paul Ordogne
Brooks Blakeman Anthony Guarisco, Jr. Christian Vaccari
Vincent Cannata, Jr. Anthony Guarisco, Sr. Kay S. Vinson
INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominee name(s) on the space provided below.
Item 2: Authorizing and approving reimbursement by
Guaranty Bancshares Holding Corporation to Cari
Investment Company of not more than $80,000.00 of Cari
Investment Company's costs and expenses incurred in
connection with its proxy contest with Guaranty
Bancshares Holding Corporation.
FOR AGAINST ABSTAIN
Item 3: 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 and FOR authorization and approval
of the reimbursement of not more than $80,000.00 to Cari Investment
Company. No other matters are scheduled to come before the meeting
or any adjournments thereof. If, however, any other matters
properly come before the meeting or any adjournments thereof, this
proxy will be voted in accordance with the best judgment of Frank
J. Domino, Sr. or Wiley Magee or either one of them.
THUS EXECUTED ON , 1996.
PLEASE DATE, SIGN AND MAIL Print Your Name Here
THIS PROXY PROMPTLY TO:
Wiley Magee
Corporate Secretary Sign Your Name Here
Guaranty Bancshares Holding Corporation
1201 Brashear Avenue
Morgan City, Louisiana 70381
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
RE: Preliminary Proxy Materials
Guaranty Bancshares Holding Corporation
Dear Sir:
Enclosed are preliminary proxy materials for Guaranty Bancshares
Holding Corporations' annual meeting to held on October 17, 1996. The
annual report was previously filed with the Commission as an exhibit
to the Form 10-K.
Sincerely,
Lee A. Ringeman
