March 03, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Britton & Koontz Capital Corporation
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b), enclosed is the Proxy Statement of Britton
& Koontz Capital Corporation. The Proxy Statement relates to the Company's
Annual Meeting at which it is proposed to elect directors. No other business
is proposed to be conducted.
If you have any questions or comments concerning this material, please
contact me at (601) 445-5576.
Yours sincerely,
William M. Salters
Enclosure
cc: Gary Meringer, Esq. (w/enclosure)
<PAGE>
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only as permitted by Rule 14a-6(e)(2)
[X] 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)
N/A
____________________________________________________________________________
(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):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total Fee paid:__________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:__________________________________________
2) Form, Schedule or Registration Statement No:_____________________
3) Filing Party:____________________________________________________
4) Date Filed:______________________________________________________
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
Natchez, Mississippi 39120
March 4, 1998
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
the 1998 Annual Meeting of shareholders of Britton & Koontz Capital
Corporation (the "Company"). The Annual Meeting will be held beginning at
3:30 p.m., local time, on Tuesday, March 24, 1998, 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 1998 Annual Meeting in which we
seek your support for the election as directors of those nominees named
therein.
We urge you to review the Proxy Statement 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" the election as directors of those nominees named in
the enclosed Proxy Statement.
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 Tuesday, March 24, 1998
__________
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 Tuesday, March 24, 1998, 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 1998 ("Class II
Directors"), to serve three year terms until the 2001 annual meeting of
shareholders and until their successors are elected and qualified.
(2)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 Friday,
February 20, 1998, 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 business to be presented and acted upon at the
meeting.
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 4, 1998
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
_______________
PROXY STATEMENT
_______________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 24, 1998
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 Tuesday, March 24, 1998, 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 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 4, 1998. The Company's annual report to shareholders for
the fiscal year ended December 31, 1997, accompanies this Proxy Statement.
The purposes of the Annual Meeting are to:
(1)Elect five directors whose terms expire in 1998 ("Class II
Directors"), to serve three year terms until the 2001 annual meeting and until
their successors are elected and qualified.
(2)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 Friday,
February 20, 1998, 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 1,767,064 shares of the Company's common stock, par
value $2.50 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 at the Annual Meeting. 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" the election as directors of those nominees named
herein. 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.
With respect to any other matter to properly come before the Annual
Meeting, such other matter will be approved if the votes cast favoring such
other matter exceed the votes cast opposing such other matter, unless the
Company's Articles of Incorporation or Mississippi law require a greater
number of affirmative votes. "Abstentions" and "broker non-votes" are counted
only for purposes of determining whether a quorum is present at the meeting.
<PAGE>
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 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>
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes -
Class I, Class II and Class III - with the members of each class elected for
three year terms. Classes I and II each consist of five directors. Class III
consists of only four directors. The terms of the present Class II Directors
expire at the Annual Meeting. The terms of the Class III Directors will
expire at the 1999 annual meeting and the terms of the Class I Directors will
expire at the 2000 annual meeting. The Company's directors also serve as
directors of the Bank.
The Board has nominated W. W. Allen, Jr., Craig A. Bradford, DMD, W. J.
Feltus III, Donald E. Killelea, M.D. and Bazile R. Lanneau, Sr. for election
as Class II Directors and, if elected, they shall serve until the 2001 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
II 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>
<TABLE>
<CAPTION>
NOMINEES (CLASS II DIRECTORS)
Business Experience
Director During Past Five
Name and Address Age Since Years
________________ ___ ________ ____________________________________
<S> <C> <C> <C>
W. W. Allen, Jr. (1) 46 1988 Mr. Allen is President of Allen
101 N. Meadow Road Petroleum Service, Inc., an oil and
Natchez, MS 39120 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 management companies.
Craig A. Bradford 42 1988 Dr. Bradford is a dentist engaged
74 Foster Mound Road primarily in pediatric dentistry.
Natchez, MS 39120 He is also a partner in Trinity
Plantation Partners and Foster
Mound Investments, both of which
are timber management companies.
W. J. Feltus III (2) 68 1982 Mr. Feltus is Chairman of the
200 D'Evereaux Drive Board of the Company and of
Natchez, MS 39120 the Bank. He also serves as
President of Feltus Brothers, Ltd.
and Somerset Ltd., both of which
are real estate management companies,
and he is a director of Energy
Drilling Co., an oilwell drilling
company.
Donald E. Killelea, M.D. (1) 71 1982 Dr. Killelea is retired from the
510 South Union Street practice of medicine. He is President
Natchez, MS 39120 of the Children's Clinic of Natchez, P.A.
Bazile R. Lanneau, Sr. 70 1993 Mr. Lanneau, Sr. is the owner of Bazile
750 Highway 61 South R. Lanneau Insurance, a life insurance
Natchez, MS 39120 agency. See "Certain Relationships and
Related Transactions," below. Previously,
Mr. Lanneau, Sr. was the Chairman of the
Board of Natchez First Federal Savings
Bank ("Natchez First Federal"), which was
purchased by the Company and merged into
the Bank in July of 1993.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONTINUING DIRECTORS (CLASS I AND III DIRECTORS)
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
________________ ___ ________ _______ ________________________________
<S> <C> <C> <C> <C>
James J. Cole (2) 57 1993 2000 Mr. Cole is Executive Vice
136 Auburn Avenue President of the Bank in charge
Natchez, MS 39120 of mortgage lending. For more
(Class I) than five years prior thereto, Mr.
Cole was a Director and the
President of Natchez First
Federal, which was acquired by
the Company and merged into the
Bank in July of 1993.
Wilton R. Dale 71 1983 1999 Mr. Dale is a petroleum
9 Adam Circle geologist. He is a co-owner of
Natchez, MS 39120 Dale Exploration Company, an
(Class III) 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.
A. J. Ferguson 62 1982 2000 Mr. Ferguson is a self-employed
293 Highland Road consulting geologist. He also
Natchez, MS 39120 owns Mini-Storage Rentals, a
(Class I) 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.
C. H. Kaiser, Jr.(2) 69 1982 1999 Mr. Kaiser is Vice Chairman of
202 Dana Road the Board of both the Company
Natchez, MS 39120 and the Bank. He is the owner of
(Class III) Jordan, Kaiser & Sessions, LLC,
an engineering and surveying
consulting firm.
Bazile R. Lanneau, Jr.(2) 45 1989 1999 Mr. Lanneau, Jr. is Vice
790 Highway 61 South President, Assistant Secretary,
Natchez, MS 39120 Chief Financial and Accounting
(Class III) 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.
Albert W. Metcalfe (1)(2) 65 1982 1999 Mr. Metcalfe is Secretary of the
305 South Broadway Board of both the Company and
Natchez, MS 39120 the Bank. He is the President of
(Class III) Jordan Auto Company, Inc., an
automobile dealership. See
"Certain Relationships and
Related Transactions," below.
W. Page Ogden (2) 50 1989 2000 Mr. Ogden is the President and
100 Old Plantation Road Chief Executive Officer of the
Natchez, MS 39120 Company and the Bank.
(Class I)
Bethany L. Overton 60 1988 2000 Mrs. Overton is the President
117 Dana Road and a Director of Oilwell
Natchez, MS 39120 Acquisition Company, Inc., an
(Class I) oil exploration and operating
company. Mrs. Overton is also a
partner in Access Travel, a travel
agency, the President of
Lambdin-Bisland Realty Co., a
real estate company, and a Vice
President of Overton, Inc., d/b/a
Curves for Women, a physical
fitness facility.
<PAGE>
CONTINUING DIRECTORS (CLASS I AND III DIRECTORS)
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
________________ ___ ________ _______ ________________________________
<S> <C> <C> <C> <C>
Robert R. Punches 48 1984 2000 Mr. Punches is a partner in the
P. O. Box 754 Natchez law firm of Gwin, Lewis
Natchez, MS 39120 & Punches, which serves as
(Class I) general counsel to the Company
and the Bank. He is also a partner
in Foster Mound Investments, a
timber management company.
</TABLE>
___________________________________
(1) Member of Audit Committee
(2) Member of Executive Committee
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1997, the Board met thirteen
times. Each director attended at least 75% of the aggregate 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 1997, the Executive
Committee held twelve meetings.
<PAGE>
Messrs. Allen 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 1997, the Audit Committee held
seven meetings.
Compensation of Directors
During 1997, each director received 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 shares of 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>
Number of Shares
Beneficially Percentage
Name Owned(1) Ownership(2)
____ _______________ ____________
Britton & Koontz First
National Bank Employee Stock
Ownership Plan (the "ESOP") 213,070 12.06%
Britton & Koontz First
National Bank, Trustee
500 Main Street
Natchez, MS 39120
Bazile R. Lanneau, Sr.(3) 108,684 6.15%
W. W. Allen, Jr.(4) 4,184 *%
Craig A. Bradford, DMD(5) 15,688 *%
James J. Cole(6) 8,052 *%
Wilton R. Dale(7) 70,692 4.00%
W. J. Feltus, III(8) 23,576 1.33%
A. J. Ferguson 10,880 *%
C. H. Kaiser, Jr.(9) 23,284 1.32%
Donald E. Killelea, MD 9,854 *%
Bazile R. Lanneau, Jr.(10)(11) 79,100 4.48%
Albert W. Metcalfe(11)(12) 78,676 4.45%
W. Page Ogden(13) 42,624 2.41%
Bethany L. Overton(14) 4,248 *%
Robert R. Punches(15) 14,700 *%
Directors and executive officers
as a group (14 persons)(16) 663,804 37.57%
____________________________
* 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 1,767,064 shares of Common Stock outstanding.
(3) Of the shares shown, Mr. Lanneau, Sr. disclaims beneficial ownership
of the 75,179 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.
(4) Of the shares shown, Mr. Allen disclaims beneficial ownership of 20
shares owned by his wife.
(5) Of the shares shown, Dr. Bradford disclaims beneficial ownership of
2,420 shares owned by his wife.
<PAGE>
(6) Of the shares shown, 1,952 shares have been allocated to Mr. Cole
pursuant to the ESOP.
(7) The shares shown are owned by Dale Investment, L.P. of which Mr. Dale
is a general partner with shared voting rights. Mr. Dale is the
brother-in-law of Mr. Kaiser.
(8) The shares shown include 8,000 shares owned by Feltus Bros. Ltd. Mr.
Feltus disclaims beneficial ownership of 776 shares owned by his wife.
(9) Of the shares shown, Mr. Kaiser disclaims beneficial ownership of
7,768 shares owned by his wife. Mr. Kaiser is the brother-in-law of Mr. Dale.
(10) Of the shares shown, 4,496 shares are held by Mr. Lanneau, Jr. as
custodian for his minor children, 20,580 shares have been allocated to Mr.
Lanneau, Jr., pursuant to the ESOP, and 13,880 shares are held in trust for
third parties by the Bank, of which Mr. Lanneau, Jr. has beneficial ownership
in his capacity as Trust Officer of the Bank. The shares shown also include
68 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.
(11) Mr. Lanneau, Jr., in his capacity as Trust Officer of the Bank, and
Mr. Metcalfe have shared investment and voting power with respect to 4,276
shares held by a trust, of which the Bank and Mr. Metcalfe are co-trustees.
Such shares have been included only once in calculating the beneficial
ownership of all directors and executive officers as a group.
(12) Of the shares shown, Mr. Metcalfe disclaims beneficial ownership of
12,316 shares owned by his wife. The shares shown include 8,160 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.
(13) The shares shown include 16,700 shares which have been allocated to
Mr. Ogden pursuant to the ESOP (but do not include the remaining 196,370
shares held by the ESOP that have not been allocated to Mr. Ogden on an
individual basis). Although Mr. Ogden, in his capacity as Administrator of
the ESOP has beneficial ownership of all of the shares of Common Stock owned
by the ESOP, they are not included in his individual holdings shown in the
table, but are included in the table as owned by all directors and executive
officers as a group.
(14) The shares shown include 1,060 shares held in trust with respect to
which Mrs. Overton has sole voting power.
(15) The shares shown include 5,216 shares held in trust for the benefit
of Mr. Punches' children with respect to which Mr. Punches has sole voting
power.
(16) 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.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended
December 31, 1997, were audited by the firm of May & Company. May & Company
will remain as the Company's independent public accountants until replaced by
the Board.
<PAGE>
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.
Officer
Name Since Age Position with the Company
____ _______ ___ _________________________
W. Page Ogden 1988 50 President, Chief Executive
Officer, and Director of the
Company and the Bank.
Bazile R. Lanneau, Jr. 1986 45 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 57 Director of the Company and the
Bank and Executive Vice President
of the Bank.
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
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 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
the 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.
<PAGE>
EXECUTIVE COMPENSATION
No executive officer ceased to serve as such at any time during the
fiscal year ended December 31, 1997. The following table sets forth the
compensation for services in all capacities to the Company for the fiscal
years ending December 31, 1997, 1996 and 1995, 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
1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
_____________________________________ _______________
Securities
Other Annual Underlying All Other
Name and Position Year Salary Bonus Compensation(1) Options/SARs(#) Compensation(2)
_________________ ____ _______ ______ _______________ _______________ _______________
<S> <C> <C> <C> <C> <C> <C>
W. Page Ogden,
President & CEO 1997 $100,000 $30,000 $ 5,400 10,000 $19,669
1996 $100,000 $25,000 $61,400 0 $20,829
1995 $100,000 $25,000 $ 5,400 0 $19,069
Bazile R. Lanneau, Jr.,
Vice President 1997 $ 85,000 $25,000 $ 5,400 9,000 $13,554
1996 $ 85,000 $20,000 $33,400 0 $14,903
1995 $ 85,000 $20,000 $ 5,400 0 $13,161
_____________________
</TABLE>
<PAGE>
(1) For all three fiscal years shown, this amount includes directors' fees
of $5,400 per year. For fiscal year 1996, this amount also 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
in 1993 and were set to expire on December 31, 1996. The amount of the
payments was 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 canceled, $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. receive 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 1997, 1996 and 1995: (a) the
amounts accrued in favor of the named executive in connection with a Salary
Continuation Plan ($10,902, $10,067 and $9,296, respectively, in the case of
Mr. Ogden and $5,807, $5,361 and $4,951, respectively, in the case of Mr.
Lanneau, Jr., see "Employment Agreements," below), and (b) the Company's
annual contribution to the Company's ESOP on behalf of the named executive
($3,500, $10,762 and $9,773, respectively, in the case of Mr. Ogden and
$3,180, $9,542 and $8,210, respectively, in the case of Mr. Lanneau, Jr.).
This amount also includes, for 1997, an estimate of the Company's
contributions to its 401k Plan on behalf of Messrs. Ogden and Lanneau, Jr. in
the amounts of $5,267 and $4,567, respectively.
Stock Option and Stock Appreciation Rights ("SARs") Grants
On November 18, 1997, the Company granted stock options to each of the
named executives, and to three other employees of the Company. All of the
named executives and employees who received stock options were granted options
under the Long-Term Incentive Plan. All of these stock options have vesting
schedules that permit the exercise of 11% of the total amount of each option
each year, beginning May 20, 1998, with a carry forward of any unexercised
portion of the option to succeeding years. The options terminate ten years
after their date of grant if they have not been previously exercised. In
addition, the options become immediately exercisable as to all shares to which
they relate upon certain changes of control of the Company. No change of
control for this purpose has occurred as of the date of this Proxy Statement.
All of the stock options granted to all employees during 1997 were
nonqualified stock options.
The Company has not granted any SARs in connection with any outstanding
options and did not grant any SARs during 1997.
The following table sets forth the stock options granted to Messrs. Ogden
and Lanneau, Jr. during 1997 and certain other information relating to those
options.
Option/SAR Grants in Last Fiscal Year
Individual Grants
______________________________________________________________________________
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/SH) Date
_______________ ____________ ____________ ________ __________
<S> <C> <C> <C> <C>
Mr. Ogden 10,000 33.33% 19.94 11/18/07
Mr. Lanneau, Jr. 9,000 30.00% 19.94 11/18/07
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values
Neither Messrs. Ogden nor Lanneau, Jr. exercised any stock options during
1997. In addition, none of those individuals hold any SARs, and no SARs were
exercised by any of them during 1997.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values
Number of Securities
Underlying
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal-Year End (#) Fiscal-Year End ($)(1)
Exercisable (E)/ Exercisable (E)/
Name Unexercisable (U) Unexercisable (U)
________________ ____________________ ______________________
<S> <C> <C>
Mr. Ogden 0(E) 0(E)
10,000(U) $20,600(U)
Mr. Lanneau, Jr. 0(E) 0(E)
9,000(U) $18,540(U)
_______________
</TABLE>
(1) For each option, the value is determined as follows: [number of
shares subject to option] times [$22.00-exercise price per share]. The $22.00
price was the closing market price of the Company's Common Stock on December
31, 1997. As of February 20, 1998, all of the options granted to each named
executive prior to 1998 were "in-the-money".
Employment Agreements
The Company has entered into employment agreements with W. Page Ogden,
Bazile R. Lanneau, Jr. and James J. Cole. 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, 1998.
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. All
three employment agreements 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 Company 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.
<PAGE>
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.
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 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. Development under the Agreements was completed in
June, 1997. SRI 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. The total
commissions paid to Messrs. Lanneau, Sr. and Lanneau, Jr. attributable to
insurance purchased by the Bank and the Company in 1996 and 1997 were
approximately $11,717 and $15,193, respectively.
The Company and the Bank utilize the services of Jordan Auto Company,
Inc., of which Mr. Metcalfe, a director, is President, to provide and repair
vehicles owned by the Company. During 1997 and 1996, Jordan Auto was paid
approximately $72,200 and $13,500, respectively, for automobile purchases and
repair services.
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, 1997 and 1996. As of
December 31, 1997 the aggregate principal amount of indebtedness (including
unfunded commitments) owed to the Bank by Company management and these related
parties was approximately $2,295,000. This indebtedness comprised
approximately 2.14% of the total currently outstanding loans, net of unearned
interest, made by the Bank as of December 31, 1997. 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.
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 1997, 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, 1997, its officers, directors and
greater than ten percent beneficial owners complied with all applicable
Section 16(a) filing requirements, except that a Form 4 reflecting a
disposition of stock by the ESOP was not timely filed with the Commission.
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR THE 1999 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 1999 annual meeting of shareholders must be received by W.
Page Ogden, President, at 500 Main Street, Natchez, Mississippi 39120, no
later than November 1, 1998, in order for such proposals to be considered for
inclusion in the proxy statement and form of proxy relating to such meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
The annual report to shareholders containing financial statements for the
Company's 1997 fiscal year accompanies this Proxy Statement. However, the
annual report does not form any part of the material for the solicitation of
proxies.
Upon the written request of any record holder or beneficial owner of the
shares entitled to vote at the Annual Meeting, the Company, without charge,
will provide a copy of its annual report on Form 10-KSB for the year ended
December 31, 1997, which will be filed with the Securities and Exchange
Commission on or before March 31, 1998. Requests should be mailed to Bazile
R. Lanneau, Jr., Vice President, Britton & Koontz Capital Corporation, 500
Main Street, Natchez, Mississippi 39120.
<PAGE>
PROXY PROXY
_____ _____
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MARCH 24, 1998
The undersigned hereby appoint(s) Charles C. Feltus, Jr., William C.
McGehee, Jr., and John D'Antoni, Jr., or any of them (each with full power to
act alone and with power of substitution), as Proxies, 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 (receipt of which is hereby acknowledged), 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 20, 1998, at the annual meeting of
shareholders to be held on March 24, 1998, or any adjournment(s) thereof (the
"Annual Meeting").
(1) TO ELECT FIVE CLASS II 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.)
W. W. Allen, Jr.; Craig A. Bradford, DMD; W. J. Feltus III; Donald E.
Killelea, M.D.; Bazile R. Lanneau, Sr.
(2) 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 listed
above.
<PAGE>
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 listed above. The individuals
designated on the reverse side hereof will vote in their discretion on any
other matter that may properly come before the Annual Meeting.
The undersigned hereby revokes all proxies heretofore given in connection
with the 1998 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).
