SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
X Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
Confidential, for Use of Commission Only (as permitted by rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Britton & Koontz Capital Corporation
________________________________________________________________________
(Name of Registrant As Specified In Its Charter
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transactions applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
_______________________________________________________________
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_______________________________________________________________
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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:________________________________________
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3) Filing Party:__________________________________________________
4) Date Filed:____________________________________________________
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
March 3, 1997
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to
attend the 1997 Annual Meeting of shareholders of Britton & Koontz
Capital Corporation. The Annual Meeting will be held beginning at 3:30
p.m., local time, on Thursday, March 27, 1997, on the second floor of
the Main Office of Britton & Koontz First National Bank, 500 Main
Street, Natchez, Mississippi 39120. The formal notice of the Annual
Meeting appears on the next page.
Enclosed is our Proxy Statement for the 1997 Annual Meeting
in which we seek your support for the election of directors. In addition,
the Board of Directors has recommended for your approval an increase
in the number of authorized shares of the Company's common stock and
a four-for-one stock split.
As you may know, on October 17, 1996, the Company listed its
common stock on the Nasdaq Small Cap Market. Since being listed on
the Small Cap Market, the trading price of the stock has risen
significantly. However, the current price of the Company's common
stock may make it unattractive or otherwise unaffordable in round lots
(100 shares) for many investors. Your Board of Directors believes that
the proposed stock split will place the stock price in a range more
attractive to both individual and institutional investors, and, perhaps,
result in an even broader market for the Company's shares. An increase
in the Company's number of authorized shares of common stock is
required to accommodate the proposed stock split. For these reasons,
the Board of Directors approved the increase in the number of authorized
shares of common stock and the stock split and now submits them to you
for your approval.
The enclosed Notice and Proxy Statement contain detailed
information about the business to come before the meeting. We urge
you to review the Proxy Statement and each of the proposals contained
therein carefully. Regardless of the number of shares you own, it is
important that your shares be represented and voted at the meeting.
Please take a moment now to sign, date and mail the enclosed proxy card
in the postage prepaid envelope. Your Board of Directors recommends
a vote "FOR" each proposal.
We are gratified by our shareholders' continued interest in
Britton & Koontz and pleased that in the past so many of you have voted
your shares. We hope that you will continue to do so and again urge
you to return your proxy card as soon as possible.
Sincerely,
W. J. Feltus, III W. Page Ogden
Chairman of the Board President and Chief Executive Officer
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
___________
Notice of Annual Meeting of Shareholders
to be held on Thursday, March 27, 1997
___________
Notice is hereby given that the annual meeting of shareholders
of Britton & Koontz Capital Corporation (the "Company"), will be held
beginning at 3:30 p.m. local time, on Thursday, March 27, 1997, on the
second floor of the Main Office of Britton & Koontz First National Bank
(the "Bank"), 500 Main Street, Natchez, Mississippi 39120:
(1) To elect five directors whose terms expire in 1997
("Class I Directors"), to serve three year terms until the
2000 annual meeting of shareholders and until their
successors are elected and qualified.
(2) To approve an amendment to Article FOURTH of the
Company's Articles of Incorporation to increase the
number of authorized shares, and decrease the par value,
of the Company's common stock from 3,000,000 shares,
par value $10.00 per share, to 12,000,000 shares, par
value $2.50 per share, and to effect a split of the issued
common stock of the Company by changing each issued
share of common stock, par value $10.00 per share, into
four shares of common stock, par value $2.50 per share.
(3) To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
Wednesday, February 19, 1997 as the record date for the determination
of the shareholders entitled to notice of, and to vote at, the Annual
Meeting.
Your attention is directed to, and you are encouraged to carefully
read, the Proxy Statement accompanying this Notice of Annual Meeting
for a more complete description of the proposals to be presented and
acted upon at the meeting.
The Board of Directors has unanimously approved all of the
foregoing proposals and recommends that the shareholders vote
"FOR" each of the proposals. Proxies solicited by the Company will
be voted "FOR" each of the proposals unless a vote against, or an
abstention from, one or more of the proposals is specifically indicated
on the proxy card.
All shareholders are cordially invited to attend the meeting in
person. Regardless of whether you plan to attend the meeting, however,
please sign and date the enclosed proxy card and return it in the envelope
provided as promptly as possible. A proxy may be revoked at any time
before it is voted at the meeting.
By Order of the Board of Directors
Albert W. Metcalfe, Secretary
Natchez, Mississippi
March 3, 1997
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 27, 1997
This proxy statement (the "Proxy Statement") is furnished
to the shareholders of Britton & Koontz Capital Corporation (the
"Company") in connection with the solicitation of proxies on
behalf of the Board of Directors of the Company (the "Board of
Directors" or the "Board"), for use at the annual meeting of
shareholders (the "Annual Meeting") to be held at 3:30 p.m., local
time, on Thursday, March 27, 1997, on the second floor of the
Main Office of Britton & Koontz First National Bank (the "Bank"),
500 Main Street, Natchez, Mississippi 39120, and any adjournments
or postponements thereof.
The mailing address of the Company's principal executive
offices are located at 500 Main Street, Natchez, Mississippi 39120,
and its telephone number is (601) 445-5576.
This Proxy Statement, the attached proxy card and the
Notice of Annual Meeting were mailed to all shareholders entitled
to vote at the Annual Meeting on or about March 3, 1997. The
Company's annual report to shareholders for the fiscal year ended
December 31, 1996 accompanies this Proxy Statement.
The purposes of the Annual Meeting are to:
(1) Elect five directors whose terms expire in 1997
("Class I Directors"), to serve three year terms until
the 2000 annual meeting and until their successors
are elected and qualified.
(2) Approve an amendment to Article FOURTH of the
Company's Articles of Incorporation to increase the
number of authorized shares, and decrease the par
value, of the Company's common stock from
3,000,000 shares, par value $10.00 per share, to
12,000,000 shares, par value $2.50 per share, and
to effect a split of the issued common stock of the
Company by changing each issued share of common
stock, par value $10.00 per share, into four shares
of common stock, par value $2.50 per share.
(3) Transact such other business as may properly come
before the Annual Meeting or any adjournment
thereof (the proposals set forth in clauses (1) and
(2) above are referred to as the "Proposals").
The Board of Directors has fixed the close of business on
Wednesday, February 19, 1997 as the record date (the "Record
Date") for the Annual Meeting. Only shareholders of record at the
close of business on that date will be entitled to notice of, and to
vote at, the Annual Meeting. On the Record Date, there were
441,072 shares of the Company's common stock, par value $10.00
per share (the "Common Stock"), issued and outstanding. The
Company has no other outstanding class of securities.
<PAGE>
Proxy Procedure
The Board of Directors solicits proxies so that each
shareholder has the opportunity to vote on the Proposals. When
a proxy card is returned properly signed and dated by a
shareholder, the shares represented thereby will be voted in
accordance with the instructions on the proxy card. A shareholder
may revoke his or her proxy at any time before it is voted by
attending the Annual Meeting and voting in person, or by
delivering to the Company's Corporate Secretary at the Company's
principal executive offices referred to above a written notice of
revocation or a duly executed proxy bearing a date later than that
of the previously submitted proxy.
If a shareholder returns a properly signed and dated proxy
card but does not mark the boxes located on the card, the shares
represented by that proxy card will be voted "FOR" each of the
Proposals. Otherwise, the signed proxy card will be voted as
indicated on the card. The proxy card also gives the individuals
named as proxies discretionary authority to vote the shares
represented on any other matter that is properly presented for
action at the Annual Meeting. If a shareholder neither returns a
signed proxy card nor attends the Annual Meeting and votes in
person, his or her shares will not be voted.
Voting Procedures
A majority of the votes entitled to be cast at the Annual
Meeting constitutes a quorum. A share, once represented for any
purpose at the Annual Meeting, is deemed present for purposes of
determining a quorum for the remainder of the Annual Meeting
and for any adjournment of the Annual Meeting, unless a new
record date is set for the adjourned meeting. This is true even if
the holder of the share abstains from voting with respect to any
matter brought before the Annual Meeting.
Shareholders will be entitled to one vote for each share
held, which may be given in person or by proxy authorized in
writing, except that shareholders may cumulate their votes in the
election of directors. Cumulative voting entitles a shareholder to
give one candidate a number of votes equal to the number of
directors to be elected, multiplied by the number of shares held by
that shareholder, or to distribute the total votes, computed on the
same principle, among as many candidates as the shareholder
chooses. For example, if the number of directors to be elected is
five, a shareholder owning ten shares may cast ten votes for each
of five nominees, cast fifty votes for one nominee, or allocate the
fifty votes among the several nominees in any manner. The
candidates receiving the highest number of votes cast, up to the
number of directors to be elected, shall be elected. There are no
conditions precedent to a shareholder exercising cumulative rights.
<PAGE>
With respect to the other Proposal and to any other matter
to properly come before the Annual Meeting, such Proposal or
other matters will be approved if the votes cast favoring the Proposal or
other matter exceed the votes cast opposing the Proposal or other
matter, unless the Company's Articles of Incorporation or Mississippi
law require a greater number of affirmative votes. There is no such
greater voting requirement with respect to the articles amendment/stock
split proposal. "Abstentions" and "broker non-votes" are counted only for
purposes of determining whether a quorum is present at the meeting.
Cost of Solicitation
The cost of solicitation of proxies will be borne by the
Company, including expenses incurred in connection with
preparing and mailing the Proxy Statement. The initial solicitation
will be by mail. The Company has retained American Stock
Transfer & Trust Company ("American Stock") to assist in the
solicitation of proxies from brokers and nominees of shareholders
for the Annual Meeting. The Company estimates that American
Stock's fees and expenses will not exceed $1,000, plus out-of-
pocket costs and expenses. Thereafter, proxies may be solicited
by directors, officers, and regular employees of the Company, by
means of mail, telephone or personal contact, but without
additional compensation therefor. The Company also will, in
accordance with the regulations of the Securities and Exchange
Commission (the "Commission"), reimburse brokerage firms and
other persons representing beneficial owners of shares for their
reasonable expenses in forwarding solicitation material to such
beneficial owners.
<PAGE>
PROPOSAL NUMBER I
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into
three classes - Class I, Class II and Class III - each consisting of
five directors, with the members of each class elected for three
year terms. The terms of the present Class I Directors expire at
the Annual Meeting. The terms of the Class II Directors will
expire at the 1998 annual meeting and the terms of the Class III
Directors will expire at the 1999 annual meeting. The Company's
directors also serve as directors of the Bank.
The Board has nominated James J. Cole, A. J. Ferguson,
W. Page Ogden, Bethany L. Overton and Robert R. Punches for
election as Class I Directors and, if elected, they shall serve until
the 2000 annual meeting or until their successors are duly elected
and qualified. All five of the director nominees are currently
directors of the Company.
Unless authority is expressly withheld on the proxy card,
the proxy holders will vote the proxies received by them for the
five nominees for Class I Director listed above, while reserving
the right, however, to cumulate their votes and distribute them
among the nominees, in their discretion. If, for any reason, one
or more of the nominees named above should not be available as
a candidate for director, an event that the Board of Directors does
not anticipate, the proxy holders will vote for such other candidate
or candidates as may be nominated by the Board of Directors and
discretionary authority to do so is included in the proxy card. If
shareholders attending the Annual Meeting cumulate their votes
such that all of the nominees named above cannot be elected, then
the proxy holders will cumulate votes to elect as many of the
nominees named above as possible.
The following table provides certain information about the
nominees and the other present directors of the Company. The
information in the table has been furnished to the Company by the
individuals listed therein.
The Board of Directors recommends a vote "FOR" the
election of all the nominees.
<PAGE>
NOMINEES (CLASS I DIRECTORS)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Business Experience
Director During Past Five
Name and Address Age Since Years
________________ ___ ________ ___________________
James J. Cole(1)
136 Auburn Avenue
Natchez, MS 39120 56 1993 Mr. Cole is Executive Vice
President of the Bank in charge
of mortgage lending. For more
than five years prior thereto,
Mr. Cole was a Director and
the President of Natchez First
Federal Savings Bank
("Natchez First Federal"),
which was acquired by the
Company and merged into the
Bank in July of 1993.
A. J. Ferguson
293 Highland Road
Natchez, MS 39120 61 1982 Mr. Ferguson is a self-
employed consulting geologist.
He also owns Mini-Storage
Rentals, a storage facility rental
company, and is a Director of
Energy Drilling Co., an oil
drilling company, and the
Secretary of Highland Corp.,
a land-lease company.
W. Page Ogden (1)
100 Old Plantation Road
Natchez, MS 39120 49 1989 Mr. Ogden is the President and
Chief Executive Officer of the
Company and the Bank.
Bethany L. Overton
117 Dana Road
Natchez, MS 39120 59 1988 Mrs. Overton is the President
and a Director of Oilwell
Acquisition Company, Inc., an
oil exploration and operating
company. See "Indebtedness of
Related Parties," below. Mrs.
Overton is also a partner in
Access Travel, a travel agency,
and the President of Lambdin-
Bisland Realty Co., a real estate
company.
</TABLE>
<PAGE>
NOMINEES (CLASS I DIRECTORS) (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Business Experience
Director During Past Five
Name and Address Age Since Years
________________ ___ ________ ___________________
Robert R. Punches
P. O. Box 754
Natchez, MS 39121 47 1984 Mr. Punches is a partner in the
Natchez law firm of Gwin,
Lewis & Punches, which serves
as general counsel to the
Company and the Bank. He is
also a partner in Foster Mound
Investments, a timber cutting
company.
CONTINUING DIRECTORS (CLASS II AND III DIRECTORS)
<S> <C> <C> <C> <C>
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
________________ ___ ________ _______ ___________________
W. W. Allen, Jr.
101 N. Meadow Road
Natchez, MS 39120
(Class II) 45 1988 1998 Mr. Allen is President of Allen
Petroleum Services, Inc., an oil
and gas exploration and
petroleum land services
company. Mr. Allen is also a
partner in Trinity Plantation
Partners and Foster Mound
Investments, both of which are
timber cutting companies.
Craig A. Bradford, DMD
74 Foster Mound Road
Natchez, MS 39120
(Class II) 41 1988 1998 Dr. Bradford is a dentist
engaged primarily in pediatric
dentistry. He is also a partner
in Trinity Plantation Partners
and Foster Mound Investments,
both of which are timber
cutting companies.
Wilton R. Dale
9 Adam Circle
Natchez, MS 39120
(Class III) 70 1983 1999 Mr. Dale is a petroleum
geologist. He is a co-owner of
Dale Exploration Company, an
oil and gas exploration
company, and an officer and
partner in various other oil and
gas ventures, including Energy
Drilling Co., DGF Investment
Co., and WRD, Inc.
</TABLE>
<PAGE>
CONTINUING DIRECTORS (CLASS II AND III DIRECTORS) (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
________________ ___ ________ _______ ___________________
W. J. Feltus, III(1)
200 D'Evereaux Drive
Natchez, MS 39120
(Class II) 67 1982 1998 Mr. Feltus is Chairman of the
Board of the Company and of
the Bank. He also serves as
President of Feltus Brothers,
Ltd. and Somerset Ltd., both of
which are real estate
management companies.
Charles W. Herold, Jr.(2)
110 Mansfield Drive
Natchez, MS 39120
(Class III) 68 1982 1999 Mr. Herold is President of
Herold & Miller, Inc., a
manufacturer and distributor of
various foodstuffs. He also
serves as the Managing Partner
of the Herold & Miller Real
Estate Partnership Trust and as
President of Lonnie Lewis
Investment Company Inc., both
of which are real estate
development companies.
C. H. Kaiser, Jr.(1)
202 Dana Road
Natchez, MS 39120
(Class III) 68 1982 1999 Mr. Kaiser is Vice Chairman
of the Board of both the
Company and the Bank. He
has been an owner of Jordan,
Kaiser & Sessions, LLC, an
engineering and surveying
consulting firm, since 1955.
Donald E. Killelea, M.D.(2)
510 South Union Street
Natchez, MS 39120
(Class II) 70 1982 1998 Dr. Killelea practices pediatric
medicine. He is President of
the Children's Clinic of
Natchez, P.A. and of Medical
Associates Corporation.
</TABLE>
<PAGE>
CONTINUING DIRECTORS (CLASS II AND III DIRECTORS) (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
________________ ___ ________ _______ ___________________
Bazile R. Lanneau, Jr.(1)
750 Highway 61 South
Natchez, MS 39120
(Class III) 44 1989 1999 Mr. Lanneau, Jr. is Vice
President, Assistant Secretary,
Chief Financial and Accounting
Officer, and Treasurer of the
Company and Executive Vice
President, Assistant Secretary,
Chief Financial Officer,
Treasurer and Trust Officer of
the Bank. Mr. Lanneau, Jr. is
President of InterBank Systems,
Inc., a computer software
company, and a licensed
insurance agent. See "Certain
Relationships and Related
Transactions," below.
Bazile R. Lanneau, Sr.
750 Highway 61 South
Natchez, MS 39120
(Class II) 69 1993 1998 Mr. Lanneau, Sr. is the owner
of Bazile R. Lanneau
Insurance, a life insurance
agency. See "Certain
Relationships and Related
Transactions," below.
Previously, Mr. Lanneau, Sr.
was the Chairman of the Board
of Natchez First Federal, which
was purchased by the Company
and merged into the Bank in
July of 1993.
Albert W. Metcalfe(1)(2)
305 S. Broadway
Natchez, MS 39120
(Class III) 64 1988 1999 Mr. Metcalfe is Secretary of
the Board of both the Company
and the Bank. He is the
President of Jordan Auto
Company, Inc., an automobile
dealership.
</TABLE>
(1) Member of Executive Committee
(2) Member of Audit Committee
<PAGE>
Meetings and Committees of the Board of Directors
The Board meets monthly, generally in joint session with
the Board of Directors of the Bank. During the fiscal year ended
December 31, 1996, the Board met twelve times. Each such
meeting was a regular meeting. Each director attended at least
75% of all meetings held by the Board and the committees on
which he or she served.
The Board has established jointly with the Bank, various
committees, including the Executive Committee, the Audit
Committee, the Trust Investment Committee, the Asset/Liability
Management Committee, the ESOP Administrative Committee,
and the Directors Loan Committee. These committees generally
meet monthly and at call, except that the Trust Investment
Committee meets quarterly and at call, and the Directors Loan
Committee meets weekly and at call. The reports and minutes of
the committees are received and considered by the Board at its
regular meetings.
The Board has not established either a compensation or a
nominating committee; however, the Executive Committee
generally performs the functions of a compensation committee.
Messrs. Cole, Feltus (Chairman), Kaiser, Lanneau, Jr., Metcalfe
and Ogden are members of the Executive Committee, which,
among other things, (i) approves remuneration arrangements for
executive officers of the Company, (ii) reviews compensation plans
relating to executive officers and Directors, (iii) determines other
benefits under the Company's compensation plans, and (iv)
performs general reviews of the Company's employee
compensation policies. The full Executive Committee, including
those members who also serve as executive officers of the
Company and the Bank, makes recommendations to the Board
regarding salaries for and other compensation (including grants of
stock options) to executive officers. Directors who also serve as
executive officers of the Company and the Bank do not, however,
participate in any Board determination regarding salaries for and
other compensation to executive officers. During 1996, the
Executive Committee held twelve meetings.
Messrs. Herold and Metcalfe (Chairman) and Dr. Killelea
are members of the Audit Committee. None of the members of
the Audit Committee are employees of either the Company or
Bank. This committee is responsible for the engagement of
independent auditors, review of audit fees, supervision of matters
relating to audit functions, review and establishment of internal
policies and procedures regarding audits, accounting and other
financial controls, and review of related party transactions.
During 1996, the Audit Committee held seven meetings.
Compensation of Directors
Each director receives a retainer of $450 per month for
service on the Company's Board of Directors. Directors who are
not employees of either the Company or the Bank receive up to an
additional $200 per month for each committee on which they
serve. Finally, the Chairman, Vice-Chairman and Secretary of the
Board receive an additional $750, $500 and $300 per month,
respectively, for serving in those capacities.
Stock Ownership of Directors, Officers and Principal Shareholders
The following table shows, as of the Record Date, the
number of shares of the Company's Common Stock beneficially
owned by (i) each person known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding
Common Stock, (ii) all directors and nominees, (iii) all executive
officers whose total annual salary and bonus exceed $100,000, and
(iv) all directors and executive officers as a group. Unless
otherwise noted, the named persons have sole voting and
investment power with respect to the shares indicated (subject to
any applicable community property laws).
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares
Beneficially Percentage
Name Owned(1) Ownership(2)
____ ________________ _____________
Britton & Koontz First
National Bank Employee Stock
Ownership Plan (the "ESOP") . . .. . . . . . . . . 53,584 12.15%
Britton & Koontz First
National Bank, Trustee
500 Main Street
Natchez, MS 39120
Bazile R. Lanneau, Sr.(3). . . . . . . . . . . . . 29,433 6.67%
W. W. Allen, Jr.(4). . . . . . . . . . . . . . . . 1,046 *%
Craig A. Bradford, DMD(5). . . . . . . . . . . . . 3,851 *%
James J. Cole(6) . . . . . . . . . . . . . . . . . 2,178 *%
Wilton R. Dale(7). . . . . . . . . . . . . . . . . 17,673 4.01%
W. J. Feltus, III(8) . . . . . . . . . . . . . . . 5,807 1.32%
A. J. Ferguson . . . . . . . . . . . . . . . . . . 2,720 *%
Charles W. Herold, Jr.(9). . . . . . . . . . . . . 1,890 *%
C. H. Kaiser, Jr.(10). . . . . . . . . . . . . . . 5,821 1.32%
Donald E. Killelea, MD . . . . . . . . . . . . . . 2,326 *%
Bazile R. Lanneau, Jr.(11)(12) . . . . . . . . . . 20,664 4.68%
Albert W. Metcalfe(12)(13) . . . . . . . . . . . . 19,669 4.46%
W. Page Ogden(14). . . . . . . . . . . . . . . . . 10,481 2.38%
Bethany L. Overton . . . . . . . . . . . . . . . . 1,062 *%
Robert R. Punches. . . . . . . . . . . . . . . . . 3,675 *%
Directors and executive officers as a group
(15 persons)(15) . . . . . . . . . . . . . . . .171,425 38.87%
</TABLE>
* Less than one percent.
(1) Includes shares as to which such person, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise
has or shares voting power and/or investment power as these terms are
defined in Rule 13d-3(a) of the Securities Exchange Act of 1934.
(2) Based upon 441,072 shares of Common Stock outstanding
(3) Of the shares shown, Mr. Lanneau, Sr. disclaims beneficial
ownership of the 18,532 shares owned or controlled by his wife. Mr.
Lanneau, Sr. is the brother-in-law of Mr. Metcalfe and the father of Mr.
Lanneau, Jr.
<PAGE>
(4) Of the shares shown, Mr. Allen disclaims beneficial ownership of
five shares owned by his wife.
(5) Of the shares shown, Dr. Bradford disclaims beneficial ownership
of 581 shares owned by his wife.
(6) Of the shares shown, 541 shares are held by a trust of which Mr.
Cole is trustee, but in which he has no pecuniary interest and 421 shares
have been allocated to Mr. Cole pursuant to the ESOP.
(7) Of the shares shown, Mr. Dale disclaims beneficial ownership of
1,122 shares owned by his wife. Mr. Dale is the brother-in-law of Mr.
Kaiser.
(8) Of the shares shown, Mr. Feltus disclaims beneficial ownership of
194 shares owned by his wife.
(9) Of the shares shown, Mr. Herold disclaims beneficial ownership of
945 shares owned by his wife.
(10) Of the shares shown, Mr. Kaiser disclaims beneficial ownership of
1,942 shares owned by his wife. Mr. Kaiser is the brother-in-law of Mr.
Dale.
(11) Of the shares shown, 1,124 shares are held by Mr. Lanneau, Jr. as
custodian for his minor children, 4,965 shares have been allocated to Mr.
Lanneau, Jr., pursuant to the ESOP and 4,539 shares are held in trust for third
parties by the Bank, of which Mr. Lanneau, Jr. is deemed to have beneficial
ownership in his capacity as Trust Officer of the Bank. The shares shown also
include seventeen shares owned by Mr. Lanneau, Jr.'s wife, of which he disclaims
beneficial ownership. Mr. Lanneau, Jr. is the son of Mr. Lanneau, Sr. and
the nephew of Mr. Metcalfe.
(12) Mr. Lanneau, Jr., in his capacity as Trust Officer and Mr. Metcalfe
have shared beneficial ownership with respect to 1,069 shares held by a trust,
of which the Bank and Mr. Metcalfe are co-trustees.
(13) Of the shares shown, Mr. Metcalfe disclaims beneficial ownership
of 3,079 shares owned by his wife. The shares shown include 1,738 shares
that are owned by Jordan Auto Company, Inc., of which Mr. Metcalfe is
President. Mr. Metcalfe is the brother-in-law of Mr. Lanneau, Sr. and the
uncle of Mr. Lanneau, Jr.
(14) The shares shown include 4,000 shares which have been allocated
to Mr. Ogden pursuant to the ESOP but do not include the 49,584 shares held
by the ESOP that have not been allocated to Mr. Ogden on an individual basis.
However, Mr. Ogden, in his capacity as the Administrator of the ESOP, is deemed
to have beneficial ownership of all of the shares of Common Stock owned by the
ESOP. Accordingly, such shares have been included in calculating the beneficial
ownership of all directors and executive officers as a group.
(15) Where shares of Common Stock are deemed to be beneficially owned
by more than one director and/or executive officer, they are included only
once in the total number of shares beneficially owned by all directors and
executive officers as a group.
<PAGE>
PROPOSAL NUMBER II
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION
AND A FOUR-FOR-ONE STOCK SPLIT
Background
On October 17, 1996, the Company listed the Common
Stock on the Nasdaq Small Cap Market. Since being listed on the
Small Cap Market, the trading price of the Common Stock has
increased significantly. Management of the Company believes that
the current price of the Common Stock may make the Common
Stock unattractive or otherwise unaffordable in round lots (100
shares) for many investors. Moreover, despite its recent listing,
the Common Stock remains thinly traded, with only 16,500 shares
traded between the initial listing date and January 20, 1997. For
these reasons, the Board of Directors concluded that a four-for-one
stock split was an appropriate means to reduce the price of the
Common Stock to a level that is more attractive to investors, and,
perhaps, to achieve a broader market for the Common Stock.
Currently, however, the Company has only 3,000,000
authorized shares of Common Stock, of which 441,072 shares are
issued and outstanding. Without an increase in the number of
authorized shares, the Company does not have a sufficient number
of authorized shares of Common Stock to permit the proposed
four-for-one split, after giving effect to the shares reserved for
issuance under the Company's Long-Term Incentive Plan (the
"Incentive Plan") and Shareholder Rights Agreement (the "Rights
Agreement"), both of which were approved by the shareholders at
the 1996 annual meeting. Accordingly, the Board of Directors
concluded that an amendment to the Company's Articles of
Incorporation should be proposed to increase the number of shares
that the Company is authorized to issue from 3,000,000 to
12,000,000. The Board of Directors also concluded that the
amendment should decrease the par value of the Common Stock
from $10.00 per share to $2.50 per share so that as a result of and
after giving effect to the four-for-one stock split, there would not
be any change in the amount of the Company's Common Stock
account, additional paid-in-capital or retained earnings.
Description of the Proposed Amendment and Stock Split
On January 21, 1997, the Board of Directors unanimously
adopted resolutions approving proposals to (i) amend Article
FOURTH of the Company's Articles of Incorporation to increase
the number of shares, and decrease the par value, of Common
Stock which the Company is authorized to issue from 3,000,000,
par value $10.00 per share, to 12,000,000, par value $2.50 per
share, and (ii) upon the Effective Date (as hereinafter defined) of
the proposed amendment, split the Common Stock of the Company
by exchanging each issued share of Common Stock, par value
$10.00 per share, for four shares of Common Stock, par value
$2.50 per share. The Board determined that the amendment and
the stock split were advisable and in the best interests of the
Company and its shareholders and directed that they be
recommended to, and considered by, the shareholders at the
Annual Meeting. The full text of the proposed amendment to the
Company's Articles of Incorporation is set forth in Appendix A to
this Proxy Statement.
<PAGE>
Purposes and Effects of the Proposed Amendment and Four-for-One Split
The increase in the authorized Common Stock would permit
the Company to effect the stock split and allow the Board to issue
the remaining unissued and unreserved shares (approximately 8 million
shares) at some future date, without further shareholder action, for
additional stock splits or dividends, for acquisitions or for other proper
corporate purposes. At present, the Company has no plans to
issue any shares other than as required for the proposed stock split
and as may be required in connection with the Incentive Plan and
the Rights Agreement.
If the proposed amendment and stock split are approved,
the Company proposes to cause the amendment to become
effective at the close of business on or about April 11, 1997 (the
"Effective Date") by filing in the Office of the Secretary of State
of the State of Mississippi, an amended and restated articles of
incorporation to reflect the amendment. The stock split also will
become effective as of the close of business on the Effective Date.
Accordingly, each shareholder of record as of the close of business
on the Effective Date will be the record owner of, and entitled to
receive a certificate representing, four shares of Common Stock in
exchange for each share of Common Stock then owned by such
shareholder. After the Effective Date, instructions on how to
exchange certificates representing shares of Common Stock, par
value $10.00 per share, for certificates representing shares of
Common Stock, par value $2.50 per share, will be mailed to
shareholders. The Company will apply for the listing of the
additional shares of Common Stock to be issued in connection with
the stock split on the Nasdaq Small Cap Market.
The Company has been advised by tax counsel that the
proposed stock split will not result in any gain or loss or
realization of taxable income to owners of Common Stock under
existing United States federal income tax laws. The cost basis for
tax purposes of each new share of Common Stock would be equal
to one-quarter of the cost basis for tax purposes of the
corresponding share immediately preceding the stock split. In
addition, the holding period for the shares issued pursuant to the
stock split would be deemed to be the same as the holding period
for the original share of Common Stock. The laws of jurisdictions
other than the United States may impose income taxes as a result
of the stock split and shareholders are urged to consult their tax
advisors.
If shareholders dispose of their shares subsequent to the
stock split, they may pay higher brokerage commissions on the
same relative interest in the Company because that interest is
represented by a greater number of shares. Shareholders may wish
to consult their brokers to ascertain the brokerage commission that
would be charged for disposing of the greater number of shares.
In accordance with the Incentive Plan and the Rights
Agreement, the Company will be required to make appropriate
adjustments in the number of shares and price of Common Stock
reserved for issuance pursuant to such documents. From the
Effective Date, shares reserved for issuance pursuant to the
Incentive Plan and the Rights Agreement will be increased fourfold
and the exercise or purchase price per share, where appropriate,
divided by four. If the proposed amendment is adopted, the
amount of shareholders' equity will not be effected. The number
of shares issued and outstanding, reserved for issuance and held in
the treasury will increase fourfold. The additional 9,000,000
authorized shares, if and when issued, will have the same rights
and privileges as the shares of Common Stock presently issued and
outstanding. The holders of Common Stock of the Company are
not entitled to preemptive rights.
<PAGE>
The Board of Directors recommends a vote "FOR" the Amendment to the
Company's Articles of Incorporation and the Four-For-One Stock Split.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the
year ended December 31, 1996 were audited by the firm of May
& Company. May & Company will remain as the Company's
independent public accountants until replaced by the Board.
A representative of May & Company is expected to be
present at the Annual Meeting, with the opportunity to make any
statement he or she desires at that time, and will be available to
respond to appropriate questions.
OTHER MATTERS
Management of the Company is not aware of any other
matters to be brought before the Annual Meeting. However, if
any other matters are properly brought before the Annual Meeting,
the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect to such
matters in accordance with their judgment.
EXECUTIVE OFFICERS
The following table sets forth certain information with
respect to the executive officers of the Company.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Officer
Name Since Age Position with the Company
- ---- ------- --- -------------------------
W. Page Ogden 1988 49 President, Chief Executive
Officer, and Director of the
Company and the Bank.
Bazile R. Lanneau, Jr. 1986 44 Vice President, Assistant Secretary,
Chief Financial and Accounting Officer,
Treasurer, and Director of the Company.
Executive Vice President, Chief Financial
and Accounting Officer, Treasurer,
Assistant Secretary, Trust Officer and
Director of the Bank.
James J. Cole 1993 56 Director of the Company
and the Bank and Executive
Vice President of the Bank.
</TABLE>
<PAGE>
The following is a brief summary of the business experience of each
of the executive officers of the Company:
W. Page Ogden has served as President and Chief Executive
Officer of the Company and the Bank since May of 1989. He joined the
Bank in February of 1988 and served as the Bank's Senior Vice President
and Senior Lending Officer until he assumed his current positions. Mr.
Ogden previously served as Vice President of Premier Bank, N.A. of
Baton Rouge, Louisiana, where he most recently served in the area of
loan administration. Mr. Ogden was employed by Premier Bank in various
capacities, including trust, commercial lending, credit policy and
administration for thirteen years prior to joining the Bank.
Bazile R. Lanneau, Jr. serves as the Vice President of the
Company and is an Executive Vice President and Trust Officer of
the Bank. In addition, he is Chief Financial and Accounting
Officer of both the Company and the Bank and serves as Treasurer
of the Company and Assistant Secretary of both the Company and
the Bank. Mr. Lanneau, Jr. joined the Bank on January 1, 1976,
and has served as an employee since that time, except for the
period 1980-1982, when he attended University of Mississippi law
school.
James J. Cole joined the Company and the Bank in July of
1993. He serves as an Executive Vice President of the Bank, with
particular responsibility for the Bank's mortgage lending
operations. Prior to joining the Company, Mr. Cole served for
nine years as President of Natchez First Federal Savings Bank,
Natchez, Mississippi, which was acquired by the Company and
merged into the Bank in July of 1993.
EXECUTIVE COMPENSATION
The executive officers of the Company receive cash
compensation from the Bank in connection with their positions as
executive officers and directors of the Bank and the Company.
The Company generally does not separately compensate its
executive officers.
No executive officer ceased to serve as such at any time
during the fiscal year ended December 31, 1996. The following
table sets forth the compensation for services in all capacities to
the Company for the fiscal years ending December 31, 1996, 1995
and 1994, of W. Page Ogden, the Company's Chief Executive
Officer, and Bazile R. Lanneau, Jr., the only other executive
officer whose total annual salary and bonus equaled or exceeded
$100,000 in 1996:
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Restricted Securities
Name and Principal Annual Stock Underlying LTIP All Other
Position Year Salary Bonus Compensation(1) Award Options/SARs Payout Compensation(2)
- ------------------ ---- ------ ----- --------------- ---------- ------------ ------ ---------------
W. Page Ogden,
President & CEO 1996 $100,000 $25,000 $61,400 N/A 0 0 $19,330
1995 $100,000 $25,000 $5,400 N/A 0 0 $19,069
1994 $100,000 $25,000 $5,400 N/A 0 0 $12,215
Bazile R. Lanneau, Jr.,
Vice President 1996 $85,000 $20,000 $33,400 N/A 0 0 $13,143
1995 $85,000 $20,000 $5,400 N/A 0 0 $13,161
1994 $85,000 $20,000 $5,400 N/A 0 $6,000(3) $9,506
</TABLE>
(1) For all three fiscal years shown, this amount also includes directors' fees
of $5,400 per year. For fiscal year 1996, this amount includes payments
to the named executive officers for the cancellation of options to purchase
Common Stock, which were granted to such named executive officers by contract
and were set to expire on December 31, 1996. The amount of the payments were
determined by multiplying the number of options owned by the difference between
the option exercise price of $26.00 per share and the market value of the Common
Stock on the date the options were cancelled, $40.00 per share. Mr. Ogden owned
stock options to purchase 4,000 shares of Common Stock and was paid $56,000.
Mr. Lanneau, Jr. owned stock options to purchase 2,000 shares of Common Stock
and was paid $28,000. In addition, both Messrs. Ogden and Lanneau, Jr. received
certain perquisites. The cost of providing such perquisites, however, did not
exceed the lesser of $50,000 or 10% of the named executive officer's salary.
(2) This amount includes, for the years 1996, 1995 and 1994: (a) the amounts
accrued in favor of the named executive in connection with a Salary
Continuation Plan ($10,067, $9,929 and $3,015, respectively, in the case of Mr.
Ogden and $5,361, $4,951 and $1,606, respectively, in the case of Mr.
Lanneau, Jr., see "Employment Agreements," below), and (b) the Company's
estimated annual contribution to the Company's ESOP on behalf of the named
executive ( $9,263, $9,773 and $9,200, respectively, in the case of Mr. Ogden
and $7,782, $8,210 and $7,900, respectively, in the case of Mr. Lanneau, Jr.).
(3) Reflects income attributable to the exercise of outstanding options.
Stock Options
In 1996, the Company did not grant stock options to either Mr. Ogden or
Mr. Lanneau, Jr. On August 31, 1996, the Company paid Messrs. Ogden and
Lanneau, Jr. $56,000 and $28,000 respectively for the cancellation of options
granted to each of them by contract in 1993. See Summary Compensation Table,
Footnote 2. At December 31, 1996, neither of the named executive officers held
options to purchase Common Stock. The Company has not granted stock
appreciation rights.
<PAGE>
Employment Agreements
The Company has entered into employment agreements with W. Page
Ogden (dated December 31, 1996; base salary $100,000), Bazile R. Lanneau, Jr.
(dated December 31, 1996; base salary $85,000), and James J. Cole (dated
January 1, 1996; base salary $77,612). The employment agreements have many
comparable terms. The employment agreements in favor of Messrs. Ogden and
Lanneau, Jr. are for three-year terms ending December 31, 1999. Each such
agreement will automatically renew for three successive one-year terms,
unless ninety days prior notice is given by the respective parties. The
employment agreement executed in favor of Mr. Cole will terminate on December
31, 1997, but will automatically renew for one, one-year term, unless ninety
days notice is given by the respective parties. In addition, however, Mr.
Cole's employment agreement provides that if either the Bank or the Company
is merged, consolidated with, or acquired, or a controlling interest is sold
to another entity, and his salary is reduced, the Bank must pay to him during
the next six months, the difference paid to him by the acquiring entity and
the greater of $38,806 or six months of his then current salary. Each
employment agreement can be terminated with or without cause. If terminated
for stated cause (such as breach of fiduciary duty and similar types of
misconduct), the employee will not receive any severance pay. If the employee
is terminated without cause, the Bank is required to pay the employee a lump
sum equal to the greater of $50,000 in the case of Mr. Ogden, $42,500 in the
case of Mr. Lanneau, Jr., and $38,806 in the case of Mr. Cole, or six months
of the employee's then current salary. Each employee has the use of an
automobile for business use provided and maintained by the Company. The
Company also pays country club, professional, and civic organization dues on
behalf of these employees. Each employee is entitled to all of the benefits
which are available to other employees of the Company and the Bank, such as
health and disability insurance.
Effective September 26, 1994, the Company entered into Salary
Continuation Agreements (the "Retirement Plan") with Messrs. Ogden, Lanneau, Jr.
and Cole. The Retirement Plan provides for the payment of normal and early
retirement benefits and provides that if there is a "Change of Control"
(as defined in the Retirement Plan) of the Company and the employee's employment
with the acquiring company is terminated within 36 months of the Change in
Control, then the employee will be paid the greater of (a) a lump sum cash
payment ($250,000 in the case of Mr. Ogden, $175,000 in the case of Mr. Lanneau,
Jr., and $125,000 in the case of Mr. Cole), or (b) the total balance in their
respective retirement accounts.
<PAGE>
Benefits
The ESOP is an employee stock ownership plan which is designed
to invest primarily in Company stock. In general, all employees of the
Company and the Bank are covered under this plan and employees fully vest in
their benefits after seven years of participation in the plan. Company
contributions are determined by the Board of Directors each year and are
allocated among participants on the basis of their total annual compensation.
Operating expense included contributions of $120,000 (1996), $120,000 (1995)
and $117,600 (1994) to the ESOP. Of this amount for 1996, an estimated $11,239
is attributable to Mr. Ogden and approximately $9,263 to Mr. Lanneau, Jr. The
Bank, acting as ESOP trustee, is empowered to borrow money to purchase Company
stock. In 1996, the ESOP purchased 1,041 shares of the Company's Common Stock
at a cost to it of $42,406. The ESOP owned 53,584 shares (12.15% of outstanding
shares) of the Company's Common Stock as of the Record Date. The average cost
of the shares of the Common Stock held by the ESOP at year end 1996 was
approximately $16.63 per share.
Certain Relationships and Related Transactions
On January 22, 1996, the Bank and InterBank Systems, Inc., a
Mississippi corporation ("ISI"), entered into a System Purchase Agreement
(the "ISI Agreement") pursuant to which ISI agreed to develop specified
computer software (the "Software") relating to the installation of various
electronic banking capabilities at the Bank. The ISI Agreement provides
for a Software purchase price of $87,500, plus up to $10,000 in
reimbursable out-of-pocket expenses and annual Software maintenance fees
of $9,000. ISI is owned 50% by Mr. Bazile R. Lanneau, Jr., President
of ISI and the Executive Vice President of the Bank and Vice President
of the Company, and 50% by Summit Research, Inc., a Texas corporation
("SRI"). ISI has entered into an Independent Contractor Agreement (the
"SRI Agreement"), also dated January 22, 1996, with SRI pursuant to
which SRI has agreed to provide the services required of ISI in the ISI
Agreement for the purchase price of $77,500, plus reimbursement for out-
of-pocket expenses. It is anticipated that SRI also will provide the
Software maintenance services required of ISI in the ISI Agreement for
the same fee to ISI as is charged to the Bank in the ISI Agreement. The
SRI Agreement provides that all of SRI's work product relating to the
Software will be owned by ISI. The ISI Agreement provides that all of
ISI's work product relating to the Software will remain the property of
ISI. Accordingly, after development of the Software is completed, the
Software will be owned entirely by ISI (and indirectly by Mr. Lanneau
and SRI). The ISI Agreement grants to the Bank the right to use the
Software in connection with its electronic banking operations and, if it so
desires, in a service bureau capacity as a provider of electronic banking
services to third parties and, in recognition of the Bank having funded a
portion of the development cost of the Software, grants to the Bank a
perpetual five percent (5%) royalty interest (up to an aggregate maximum
royalty payment of $500,000) in the total purchase price of all licenses of
the Software that are granted by ISI to third parties. Mr. Lanneau has
devoted and it is anticipated that he will continue to devote in the future
substantial portions of his time (for which he is not compensated by the
Bank) to the business of ISI and the development of the Software.
<PAGE>
The Company and the Bank utilize the services of Messrs. Lanneau,
Sr. and Lanneau, Jr., to procure life, health and disability insurance. In
1995 and 1996, the total commissions paid to Messrs. Lanneau, Sr. and
Lanneau, Jr., in the aggregate, attributable to insurance purchased by the
Bank and the Company were approximately $23,090.
Indebtedness of Related Parties
Certain directors and officers of the Company, businesses with
which they are associated, and members of their immediate families are
customers of the Bank and had transactions with the Bank in the ordinary
course of its business during the Bank's fiscal years ended December 31,
1996 and 1995. As of December 31, 1996 the aggregate principal amount
of indebtedness (including unfunded commitments) owed to the Bank by
Company management and these related parties was $1,953,994. This
indebtedness comprised approximately 2% of the total currently outstanding
loans net of unearned interest made by the Bank as of December 31, 1996.
In the opinion of the Board of Directors and except as otherwise set forth
below, such transactions were made in the ordinary course of business, were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and do not involve more than the normal risk of collectibility or present other
unfavorable features.
The Bank has classified a loan to Oilwell Acquisition Company, Inc.
("OACO") as "Substandard". Bethany L. Overton, a director of the Company,
is the president and a director of OACO. As of December 31, 1996, the
outstanding balance of this loan was $254,861. The classification of
substandard means that although OACO is still making payments on the outstanding
balance of the loan, it is no longer doing so in accordance with the terms of
the original loan agreement between it and the Bank.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and any person beneficially owning more than ten percent
of the Company's Common Stock to file reports of securities ownership and
changes in that ownership with the Commission. Officers, directors and greater
than ten percent shareholders also are required by rules promulgated by the
Commission to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon a review of the copies of such forms furnished to
the Company during fiscal 1996, the absence of a Form 3 or Form 5 or written
representations that no Forms 5 were required, the Company believes that during
the fiscal year ended December 31, 1996, its officers, directors and greater
than ten percent beneficial owners complied with all applicable Section 16(a)
filing requirements.
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR THE 1998 ANNUAL MEETING
At the annual meeting each year, the Board of Directors submits to
shareholders its nominees for election as directors. In addition, the Board
of Directors may submit other matters to the shareholders for action at the
annual meeting. Shareholders of the Company may also submit proposals for
inclusion in the proxy material. Proposals of shareholders intended to be
presented at the 1998 annual meeting of shareholders must be received by W.
Page Ogden, President, at 500 Main Street, Natchez, Mississippi 39120, no later
than November 1, 1997 in order for such proposals to be considered for inclusion
in the proxy statement and form of proxy relating to such meeting.
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BRITTON & KOONTZ CAPITAL CORPORATION
Pursuant to the provisions of section 79-4-10.06 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles
of Amendment to its Articles ofIncorporation:
FIRST: The name of this corporation is Britton & Koontz Capital Corporation,
SECOND: The following amendment of the Articles of incorporation was adopted
by the shareholders of the corporation on March 27, 1997 in the manner
prescribed by the Mississippi Business Corporation Act:
The Articles of Incorporation are amended to substitute the new ARTICLE FOURTH:
FOURTH: The Corporation has authority to issue 12,000,000
shares of capital stock all of which shall be designated as common
stock with a par value of $2.50 per share.
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON
MARCH 27, 1997
The undersigned hereby appoint(s) Charles C. Feltus, Jr.,
Bazile R. Lanneau, Sr. and John D'Antoni, Jr., jointly and
individually, as Proxies, each with the power to appoint his
substitute. The undersigned also hereby authorize(s) them to
represent the undersigned, and to vote upon all matters that may
properly come before the meeting, including the matters described in
the Proxy Statement furnished herewith, subject to any directions
indicated on the reverse side, with full power to vote, and to
cumulate votes on, all shares of Common Stock of Britton & Koontz
Capital Corporation held of record by the undersigned on February
19, 1997, at the annual meeting of shareholders to be held on March
27, 1997, or any adjournment(s) thereof (the "Annual Meeting").
(1) TO ELECT FIVE CLASS I DIRECTORS.
[ ] FOR all nominees listed below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any
individual nominee check the box to vote "FOR" all nominees
and strike a line through the nominee's name in the list below.)
James J. Cole; A.J. Ferguson; W. Page Ogden; Bethany L. Overton;
Robert R. Punches
(2) TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES, AND DECREASE THE PAR VALUE, OF THE COMPANY'S
COMMON STOCK AND TO EFFECT THE FOUR-FOR-ONE STOCK SPLIT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
The Board of Directors recommends that you vote "FOR"
the nominees and the proposal listed above.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder. If no
specific directions are given your shares will be voted FOR the
nominees and the proposal. The individuals designated above will
vote in their discretion on any other matter that may properly come
before the Annual Meeting.
_________________________ Date:_______________
Signature of Shareholder
_________________________ Date:_______________
Signature if held jointly
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy, as shown on the label
to the left. When signing as executor, administrator, attorney,
trustee or guardian please give full title as such. If a corporation,
please sign full corporation name by president or other authorized
officer. If a partnership, please sign in partnership name by
authorized person(s).
