BRITTON & KOONTZ CAPITAL CORP
8-K, EX-20, 2000-08-28
STATE COMMERCIAL BANKS
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Britton & Koontz Capital Corporation

500 Main Street                    601-445-5576
P O Box 1407                       601-445-2488  Fax
Natchez, MS  39121                 http://www.bkbank.com, [email protected]

FOR IMMEDIATE RELEASE:             FOR MORE INFORMATION:
---------------------              ---------------------
August 25, 2000                    W. Page Ogden, President & CEO
for (Nasdaq/Symbol BKBK)           Bazile R. Lanneau, Jr., Vice President & CFO


     BRITTON & KOONTZ CAPITAL CORP ANNOUNCES MERGER WITH LOUISIANA BANCSHARES

         Britton & Koontz Capital  Corporation  and Louisiana  Bancshares,  Inc.
     today jointly  announced  the execution of a definitive  agreement to merge
     Louisiana  Bank & Trust  Company of Baton Rouge into Britton & Koontz First
     National Bank of Natchez, Mississippi. The transaction, which is subject to
     regulatory and shareholder approvals, is scheduled to be consummated in the
     fourth quarter of 2000. Under the definitive agreement, the shareholders of
     Louisiana  Bancshares  would  receive an  aggregate  of  365,000  shares of
     Britton & Koontz  common  stock in exchange  for their  shares of Louisiana
     Bancshares.

         Page Ogden,  President of Britton & Koontz,  stated,  "This merger with
     the talented  management team of Louisiana Bank & Trust  represents a major
     expansion of our franchise  into  Louisiana,  which began earlier this year
     with the launch of a loan  production  office in the  dynamic  Baton  Rouge
     market.  With attractive  locations  along the  Mississippi  River corridor
     including Baton Rouge, Natchez and Vicksburg, we will be poised for further
     profitable growth."

         Louisiana Bank & Trust Company  operates 2 full service  offices in the
     Baton Rouge area, and had $42 million in assets and $34 million in deposits
     as  of  June  30,  2000.  John  S.  Sylvest,  the  President  of  Louisiana
     Bancshares,  stated,  "The  partnership  with  Britton & Koontz is a superb
     match.  Among  other  benefits  of this  merger,  we believe  that the Sumx
     Internet banking system will offer tremendous value to our shareholders and
     customers,  just as it has to the  customers  of Britton & Koontz and other
     banks." Britton & Koontz Capital owns 35% of Sumx Inc., an Internet banking
     provider, whose software was initially developed for Britton & Koontz.

         Britton  &  Koontz  Capital  Corporation  is  a  bank  holding  company
     headquartered  in  Natchez,  Mississippi  that  currently  operates  5 full
     service banking offices in Natchez and Vicksburg, Mississippi, as well as a
     loan  production  office in Baton Rouge.  As of June 30, 2000,  the Company
     reported assets of $238 million and equity of $20.7 million.  The Company's
     stock is traded on NASDAQ under the symbol BKBK and the  transfer  agent is
     American Stock Transfer & Trust Company.

         In connection  with the proposed  merger of Louisiana  Bancshares  into
     Britton & Koontz Capital Corporation,  Britton & Koontz Capital Corporation
     intends to file a registration statement, including the related prospectus,
     with the  Securities  and  Exchange  Commission.  BRITTON & KOONTZ  CAPITAL
     CORPORATION URGES ALL SECURITY HOLDERS OF LOUISIANA  BANCSHARES AND BRITTON
     & KOONTZ CAPITAL  CORPORATION TO READ THESE DISCLOSURE  DOCUMENTS WHEN THEY
     BECOME AVAILABLE  BECAUSE THEY WILL CONTAIN IMPORTANT  INFORMATION.  A free
     copy of these documents (after they are filed) and other documents filed by
     Britton & Koontz Capital Corporation with the Commission may be obtained at
     the  Commission's  web  site  at  www.sec.gov.  Shareholders  of  Louisiana
     Bancshares and Britton & Koontz Capital  Corporation may obtain a free copy
     of the prospectus and registration statement (after they are filed) and any
     other relevant  documents  filed or to be filed by Britton & Koontz Capital
     Corporation by directing a request to Britton & Koontz Capital Corporation,
     500  Main  Street,  Natchez,   Mississippi  39120,   Attention:   Corporate
     Secretary, telephone: (601) 445-5576.




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