March 19, 1999
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
<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 10, 1999
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
the 1999 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 Thursday, April 8, 1999, 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 1999 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 Thursday, April 8, 1999
___________
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, April 8, 1999, 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 four directors whose terms expire in 1999 ("Class III
Directors"), to serve three year terms until the 2002 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 Tuesday,
February 23, 1999, 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 10, 1999
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 8, 1999
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, April 8, 1999, 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 10, 1999. The Company's annual report
to shareholders for the fiscal year ended December 31, 1998, accompanies
this Proxy Statement.
The purposes of the Annual Meeting are to:
(1) Elect four directors whose terms expire in 1999 ("Class III
Directors"), to serve three year terms until the 2002 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 Tuesday,
February 23, 1999, 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 four, a shareholder owning ten shares may cast ten votes for each of four
nominees, cast forty votes for one nominee, or allocate the forty 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 III Directors
expire at the Annual Meeting. The terms of the Class I Directors will expire
at the 2000 annual meeting and the terms of the Class II Directors will expire
at the 2001 annual meeting. The Company's directors also serve as directors
of the Bank.
The Board has nominated Wilton R. Dale, C. H. Kaiser, Jr., Bazile
R. Lanneau, Jr., and Albert W. Metcalfe for election as Class III Directors
and, if elected, they shall serve until the 2002 annual meeting or until their
successors are duly elected and qualified. All four of the director nominees
are currently directors of the Company.
The Company's By-Laws require directors who have reached the age
of seventy-two to retire as of the annual meeting following the director's
seventy-second birthday. This policy begins with the annual meeting of the
shareholders of the year 2000. The retiring directors will remain in an
advisory capacity for five years thereafter.
Unless authority is expressly withheld on the proxy card, the proxy
holders will vote the proxies received by them for the four nominees for
Class III 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 III DIRECTORS)
Business Experience
Director During Past Five
Name and Address Age Since Years
- ------------------ --- ------- -----------------------------------
<S> <C> <C> <C>
Wilton R. Dale 72 1983 Mr. Dale is a petroleum
9 Adam Circle geologist. He is the Vice
Natchez, MS 39120 President and 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.
C. H. Kaiser, Jr.(2) 70 1982 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 Jordan, Kaiser & Sessions,
LLC, an engineering, consulting,
and land surveying firm.
Bazile R. Lanneau, Jr.(2) 46 1989 Mr. Lanneau, Jr., is Vice
790 Highway 61 South President, Assistant Secretary,
Natchez, MS 39120 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 Sumx Inc., a computer
software company, and a licensed
insurance agent. See "Certain
Relationships and Related
Transactions," below.
Albert W. Metcalfe(1)(2) 66 1982 Mr. Metcalfe is Secretary of the
305 S. Broadway Board of both the Company and
Natchez, MS 39120 the Bank. He is the President of
Jordan Auto Company, Inc., an
automobile dealership. See
"Certain Relationships and
Related Transactions," below.
<PAGE>
CONTINUING DIRECTORS (CLASS I AND II DIRECTORS)
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
- ----------------- --- -------- ------- ----------------------------------
<S> <C> <C> <C> <C>
W. W. Allen, Jr.(1) 47 1988 2001 Mr. Allen is President of Allen
101 N. Meadow Road Petroleum Services, Inc., an oil
Natchez, MS 39120 and gas exploration and
(Class II) petroleum land services
company. Mr. Allen is also a
partner in Trinity Plantation
Partners, Foster Mound
Investments, and Clark's Creek
Farms, LLC, all of which are
timber management companies.
He is also a partner in Dutch Ann
Foods, Inc., a pie shell and tart
business.
Craig A. Bradford, DMD 43 1988 2001 Dr. Bradford is a dentist engaged
74 Foster Mound Road primarily in pediatric denistry.
Natchez, MS 39120 He is also a partner in Trinity
(Class II) Plantation Partners, Foster
Mound Investments and Clark's
Creek Farms, LLC, all of which
are timber management
companies. He is also a partner
in Mount Olive Farms, LLC
which raises and shows horses.
James J. Cole(2) 58 1993 2000 Mr. Cole is Executive Vice
136 Auburn Avenue President, and a Trust Officer of
Natchez, MS 39120 the Bank, in charge of mortgage
(Class I) lending. For more 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.
<PAGE>
CONTINUING DIRECTORS (CLASS I AND II DIRECTORS)
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
- -------------------- --- -------- ------- -------------------------------
<S> <C> <C> <C> <C>
W. J. Feltus, III(2) 69 1982 2001 Mr. Feltus is Chairman of the
200 D'Evereaux Drive Board of the Company and of the
Natchez, MS 39120 Bank. He also serves as
(Class II) 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 oil
well drilling company.
A. J. Ferguson 63 1982 2000 Mr. Ferguson is a self-employed
293 Highland Road consulting geologist. He also
Natchez, MS 39120 owns Natchez Mini-Storage
(Class I) 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.
Donald E. Killelea, M.D.(1) 72 1982 2001 Dr. Killelea is retired from the
510 South Union Street practice of medicine. He is
Natchez, MS 39120 President of the Children's Clinic
(Class II) of Natchez, P.A. and a director of
Medical Associates Corporation.
Bazile R. Lanneau, Sr. 71 1993 2001 Mr. Lanneau, Sr. is the owner of
750 Highway 61 South Bazile R. Lanneau Insurance, a
Natchez, MS 39120 life insurance agency. See
(Class II) "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.
<PAGE>
CONTINUING DIRECTORS (CLASS I AND II DIRECTORS)
Business Experience
Director Term During Past Five
Name and Address Age Since Expires Years
- ----------------------- --- -------- ------- --------------------------------
<S> <C> <C> <C> <C>
W. Page Ogden(2) 51 1989 2000 Mr. Ogden is the President and
100 Old Plantation Road Chief Executive Officer of the
Natchez, MS 39120 Company and the Bank. He is
(Class I) also Secretary/Treasurer of
Sumx, Inc. See "Certain
Relationships and Related
Transactions," below.
Bethany L. Overton 61 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, and the President
of Lambdin-Bisland Realty Co.,
a real estate company.
Robert R. Punches 49 1984 2000 Mr. Punches is a partner in the
P. O. Box 754 Natchez law firm of Gwin, Lewis
Natchez, MS 39121 & Punches, LLP, which serves
(Class I) as general counsel to the
Company and the Bank. He is
also a partner in Foster Mound
Investments, a company involved
in timber management.
See "Certain Relationships and
Related Transactions," below.
(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, 1998, the Board met
twelve 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.
<PAGE>
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 1998, the Executive Committee held eleven
meetings.
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 the 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 1998, the
Audit Committee held four meetings.
Compensation of Directors
During 1998, each director received a retainer of $600 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
$1,000, $667, and $400 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) . . . . . . . . . . . . . . 7,946 *%
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) . . . . . . . 79,953 4.52%
Albert W. Metcalfe(11)(12) . . . . . . . . . 78,676 4.45%
W. Page Ogden(13). . . . . . . . . . . . . . 43,499 2.46%
Bethany L. Overton(14) . . . . . . . . . . . 4,248 *%
Robert R. Punches(15). . . . . . . . . . . . 14,700 *%
Directors and executive officers as a group
(14 persons)(16) . . . . . . . . . . . . . 663,304 37.54%
* 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, 2,346 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, 21,433 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 hares 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 17,575 shares which have been allocated to Mr.
Ogden pursuant to the ESOP (but do not include the remaining 195,495 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, 1998, 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 51 President, Chief
Executive Officer,
and Director of the
Company and the
Bank.
Bazile R. Lanneau, Jr. 1986 46 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 58 Director of the
Company and the
Bank, Executive
Vice President and a
Trust Officer 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. 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.
<PAGE>
James J. Cole joined the Company and the Bank in July of 1993. He
serves as an Executive Vice President and a Trust Officer 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
No executive officer ceased to serve as such at any time during the
fiscal year ended December 31, 1998. The following table sets forth the
compensation for services in all capacities to the Company for the fiscal
years ending December 31, 1998, 1997 and 1996, 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 1998:
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
_________________________________ _____________________
Securities
Other Annual Underlying All Other
Name and Position Year Salary Bonus Compensation Options/SARs (#) Compensation
- ------------------ ---- -------- -------- ------------ --------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Page Ogden
President & CEO 1998 $110,000 $ 40,000 $ 7,200 0 $ 20,639
1997 $100,000 $ 30,000 $ 5,400 10,000 $ 19,112
1996 $100,000 $ 25,000 $ 61,400 0 $ 20,829
Bazile R. Lanneau, Jr.
Vice President 1998 $ 95,000 $ 25,000 $ 7,200 0 $ 13,921
1997 $ 85,000 $ 25,000 $ 5,400 9,000 $ 12,865
1996 $ 85,000 $ 20,000 $ 33,400 0 $ 14,903
<PAGE>
(1) For fiscal 1998, this amount includes directors' fees of $7,200 per
year. For fiscal year 1997 & 1996, the directors' fees included were $5,400
per year. For fiscal year 1996, this amount also included 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
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 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 1998, 1997, and 1996: (a) the amounts
accrued in favor of the named executive in connection with a Salary
Continuation Plan ($11,807, $10,902, and $10,067 respectively, in the case of
Mr. Ogden and $6,289, $5,807, and $5,361, 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
($2,944, $2,943 and $10,762, respectively, in the case of Mr. Ogden and
$2,544, $2,491 and $9,542, respectively, in the case of Mr. Lanneau, Jr.).
This amount also includes, for 1998 and 1997, an estimate on behalf of the
named executive for the Company's contributions to its 401k Plan ($5,888,
$5,267, respectively, in the case of Mr. Ogden and $5,088, $4,567,
respectively, in the case of Mr. Lanneau, Jr.).
Stock Option and Stock Appreciation Rights ("SARs") Grants
On November 18, 1997, the Company granted stock options to each
of the named executives, and to three other employees of the Company. All
of the named executives and employees who received stock options were
granted options under the Long-Term Incentive Plan. All of these stock
options have vesting schedules that permit the exercise of 11% of the total
amount of each option each year, beginning May 20, 1998, with a carry
forward of any unexercised portion of the option to succeeding years. The
options terminate ten years after their date of grant if they have not been
previously exercised. In addition, the options become immediately
exercisable as to all shares to which they relate upon certain changes of
control of the Company. No change of control for this purpose has occurred
as of the date of this Proxy Statement. All of the stock options granted to all
employees during 1997 were nonqualified stock options.
The Company has not granted any SARs in connection with any
outstanding options and did not grant any SARs during 1998
The following table sets forth the stock options outstanding in favor
of Messrs. Ogden and Lanneau, Jr. at December 31, 1998 and certain other
information relating to those options.
<PAGE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/SH) Date
- --------- ------------ ------------ -------- ----------
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 1998. In addition, none of those individuals hold any SARs, and no
SARs were exercised by any of them during 1998.
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)
- ----------------- -------------------- ----------------------
Mr. Ogden 1,100(E) $0(E)
8,900(U) $0(U)
Mr. Lanneau, Jr. 990(E) $0(E)
8,010(U) $0(U)
(1) For each option, the value is determined as follows: [number of shares
subject to option] times [$19.75-exercise price per share], [but not less
than 0]. The $19.75 price was the closing market price of the Company's Common
Stock on December 31, 1998. As of February 24, 1999, none of the above options
granted to each named executive prior to 1999 were "in-the-money".
<PAGE>
Employment Agreements
The Company 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. Mr. Cole's employment agreement with the company
expired December 31, 1998. The Company entered into another two-year
term employment agreement in favor of Mr. Cole which will terminate on
December 31, 2000. The agreement will automatically renew for two
successive one-year terms. 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 $40,000 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.
Certain Relationships and Related Transactions
On December 3, 1998, the Company acquired 1,000,000 shares of
Series A Preferred Stock in Sumx, Inc. ("Sumx"), a Mississippi corporation,
formerly InterBank Systems, Inc. ("InterBank") for $1,000,000 (the
"Acquisition"). Following the acquisition and related transactions, Sumx is
owned 35% by the Company, 19.5% by Mr. Bazile R. Lanneau, Jr.,
President and CEO of Sumx, and Executive Vice President of the Bank and
Vice President of the Company, and 45.5% by Summit Research, Inc., a
Texas corporation ("Summit"). The funds provided to Sumx will be used for
marketing and continued development of the SumxNet Internet banking
system and for service bureau operations. Sumx maintains offices in
Madison, Mississippi and Highland Village, Texas.
<PAGE>
Previously, Sumx, as InterBank, had entered into development and
license agreements in 1996 with the Bank and Summit for the installation of
Internet banking capabilities at the Bank. The agreements provided for
ownership of the resulting software by Sumx, which at the time was owned
50% by Mr. Lanneau and 50% by Summit, and granted the Bank a right to
use the software created 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.
In transactions related to the Acquisition, Mr. Lanneau transferred a
20% ownership interest in Sumx to Summit in recognition of its continued
development of the SumxNet Internet banking system. The license granted
the Bank by Sumx was modified to grant the Bank a fully transferrable
license with maintenance at no cost in exchange for elimination of Sumx'
obligation to pay the Bank royalties on future system licenses.
Mr. Lanneau has devoted and it is anticipated that he will continue to
devote in the future substantial portions of his time to the business of Sumx.
Pursuant to a Management Services Agreement, Sumx pays the Company
$90,000 per year for the services of Mr. Lanneau. Mr. Lanneau receives no
compensation from Sumx and is compensated by the Company and the Bank.
Mr. Ogden, President and CEO of the Company and the Bank, serves
without compensation as a director, and Secretary/Treasurer of Sumx.
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 1998 and 1997 were
approximately $13,876 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 1998 and 1997, Jordan
Auto was paid approximately $4,441 and $72,200, respectively, for
automobile purchases and repair services.
The law firm of Gwin, Lewis & Punches, LLP serves as general
counsel to the Company and Bank, of which Mr. Robert Punches, a
director, is a partner. During 1998, Gwin, Lewis & Punches, LLP was paid
$10,145 for legal services in connection with their representation of the
Company and the Bank.
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, 1998 and 1997.
As of December 31, 1998 the aggregate principal amount of indebtedness
(including unfunded commitments) owed to the Bank by Company
management and these related parties was approximately $3,781,185. This
indebtedness comprised approximately 2.76% of the total currently
outstanding loans, net of unearned interest, made by the Bank as of
December 31, 1998. 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.
<PAGE>
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 1998, 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, 1998, its officers, directors
and greater than ten percent beneficial owners complied with all applicable
Section 16(a) filing requirements.
PROPOSALS OF SHAREHOLDERS FOR THE 2000 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 2000 annual meeting of shareholders must be received by W.
Page Ogden, President, at 500 Main Street, Natchez, Mississippi 39120, no
later than November 1, 1999, 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 1998 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, 1998, which will be filed with the Securities and
Exchange Commission on or before March 10, 1999. 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 APRIL 08, 1999
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 23, 1999, at the annual meeting of
shareholders to be held on APRIL 08, 1999, or any adjournment(s) thereof (the
"Annual Meeting").
(1) TO ELECT FOUR CLASS III DIRECTORS.
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] 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.)
Wilton R, Dale, C.H. Kaiser, Jr., Bazile R. Lanneau, Jr., Albert W. Metcalfe
(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.
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.
_________________________ 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).
</TABLE>
