SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 1, 2000
Date of Report (Date of earliest event reported)
Britton & Koontz Capital Corporation
(Exact Name of Registrant as Specified in Charter)
Mississippi 0-22606 64-0665423
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Main Street
Natchez, Mississippi39120
(Address of Principal Executive Offices)
(601) 445-5576
Registrant's telephone number, including area code
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
Pursuant to an Agreement and Plan of Merger dated August 25, 2000 (the
"Merger Agreement"), Louisiana Bancshares, Inc. was merged with and into the
Registrant, Britton & Koontz Capital Corporation, effective December 1, 2000.
The Merger Agreement was approved by the shareholders of Louisiana Bancshares
and Britton & Koontz at their respective special meetings of shareholders held
on November 28, 2000 (the "Special Meetings"). On October 26, 2000, the Office
of the Comptroller of the Currency approved the Merger under Section 5(d)(3) of
the Federal Deposit Insurance Act, as amended. The Merger has been accounted for
on a pooling-of-interests basis.
At June 30, 2000, Britton & Koontz had total consolidated assets of
$238 million and Louisiana Bancshares had total consolidated assets of $42
million.
Prior to consummation of the merger, Louisiana Bancshares was a
Louisiana corporation and a registered bank holding company under the Bank
Holding Company Act of 1956, as amended. At June 30, 2000, Louisiana Bancshares
had one wholly-owned subsidiary: Louisiana Bank & Trust Company, a Louisiana
state bank, which was engaged principally in the business of attracting retail
deposits from the general public and investing those deposits, together with
funds generated from operations, primarily in commercial business loans,
construction loans and consumer loans.
Britton & Koontz has one national bank subsidiary, Britton & Koontz
First National Bank, which provides retail and commercial banking services.
Upon consummation of the Merger, Louisiana Bancshares was merged with
and into Britton & Koontz, then immediately thereafter, Louisiana Bank & Trust
Company was merged with and into Britton & Koontz First National Bank; Britton &
Koontz and Britton & Koontz First National Bank are the surviving institutions.
Britton & Koontz First National Bank will conduct the operations previously
conducted by Louisiana Bank & Trust Company.
Britton & Koontz is not aware of any material relationships among
Louisiana Bancshares or its bank subsidiary, on the one hand, and Britton &
Koontz or any of Britton & Koontz's officials, any director or officer of
Britton & Koontz or any associate of any such director or officer, on the other
hand. Upon consummation of the Merger, two members of the board of directors of
Louisiana Bancshares were appointed to the board of directors of Britton &
Koontz.
Upon consummation of the Merger, shareholders of Louisiana Bancshares
received 0.1054 of a share of Britton & Koontz common stock for each share of
Louisiana Bancshares common stock formerly held by them.
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The shares of Britton & Koontz common stock issued pursuant to the
Merger Agreement were registered by means of a registration statement on Form
S-4 and Amendment No. 1 thereto (collectively, the "Registration
Statement")(Registration No. 333-47982) filed by Britton & Koontz with the
Securities and Exchange Commission on October 16 and October 27, 2000,
respectively. The Registration Statement was declared effective on October 27,
2000. The Registration Statement, which includes the joint proxy
statement-prospectus used in connection with the Special Meetings, is
incorporated herein by reference.
Item 5. Other Events
Britton & Koontz files this Report on Form 8-K also for the purpose of
updating the description of its securities registered under the Securities
Exchange Act of 1934, as amended (Commission File No. 0-22606), which was
originally set forth in Britton & Koontz's registration statement on Form 8-A
dated October 13, 1993, to read in its entirety as follows:
Description of Britton & Koontz Common Stock
The authorized capital stock of Britton & Koontz consists of
12,000,000 shares of common stock, $2.50 par value, of which 1,752,564
shares were outstanding on September 30, 2000. Britton & Koontz's
common stock is traded on the Nasdaq SmallCap Market. Current quotes of
the market price of Britton & Koontz common stock are available from
the firms of Sterne, Agee, and Leach, Inc. and AnPac Securities Group,
Inc., which make a market in Britton & Koontz's common stock. The
following description of Britton & Koontz's capital stock is qualified
in its entirety by reference to Britton & Koontz's articles of
incorporation and by-laws, each of which is incorporated by reference
as an exhibit to this Report, and to the applicable provisions of the
Mississippi Business Corporation Act ("MBCA").
Voting Rights; Cumulative Voting
Holders of Britton & Koontz common stock are entitled to cumulative
voting rights in the election of Britton & Koontz directors. Cumulative voting
entitles a Britton & Koontz shareholder to give one particular 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
shareholder's total votes, computed on the same principle, among as many
candidates as the shareholder chooses. Britton & Koontz shareholders are
entitled to one vote per share on all other matters to be voted on by
shareholders.
Preemptive Rights
Britton & Koontz shareholders do not have preemptive rights.
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Dividend Rights
Britton & Koontz shareholders are entitled to receive ratably
dividends, if any, as may be declared by Britton & Koontz's board of directors,
in its discretion, out of funds legally available. Britton & Koontz's ability to
declare and pay dividends is restricted by federal statutes and regulations
affecting bank holding companies. Dividends paid by Britton & Koontz are
substantially provided from dividends from Britton & Koontz First National Bank.
There are certain limitations under federal law on the payment of dividends by
national banks. Under federal law, the directors of a national bank, after
making proper deduction for all expenses and other deductions required by the
Comptroller of the Currency (the"Comptroller"), may credit net profits to the
bank's undivided profits account, and may declare a dividend from that account
of so much of the net profits as they judge expedient. The prior approval of the
Comptroller is required, however, if the total of all dividends declared by a
national bank in any calendar year will exceed the sum of such bank's net
profits for that year and its retained net profits for the preceding two
calendar years, less any required transfers to surplus.
Federal law also prohibits national banks from paying dividends which
would be greater than the bank's undivided profits after deducting statutory bad
debt in excess of the bank's allowance for loan losses. Finally, the Federal
Deposit Insurance Corporation Improvement Act generally prohibits a depository
institution from making any capital distribution to its holding company if the
depository institution would thereafter be "undercapitalized." In addition, both
Britton & Koontz and Britton & Koontz First National Bank are subject to various
regulatory policies and requirements relating to the payment of dividends,
including requirements to maintain adequate capital above regulatory minimums.
The appropriate federal regulatory authority is authorized to determine under
certain circumstances relating to the financial condition of a national bank or
bank holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit payment thereof. The Comptroller and the Federal
Reserve Board have each indicated that banking organizations should generally
pay dividends only out of current operating earnings. Britton & Koontz First
National Bank's ability to pay dividends is also limited by prudence, statutory
and regulatory guidelines, and a variety of other factors.
Liquidation Rights
In the event of liquidation, dissolution, or winding up of Britton &
Koontz's business, shareholders are entitled to share ratably in all assets
remaining after payment of liabilities.
Shareholder Action
Any action required or permitted to be taken at any annual or special
meeting of shareholders may be taken only upon the vote of the shareholders at
the annual or special meeting, which has been duly called and noticed as
provided in Britton & Koontz's by-laws, and may not be taken by a written
consent of the shareholders as otherwise provided in the MBCA. A majority of the
outstanding common stock constitutes a quorum for the transaction of business
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by Britton & Koontz's shareholders. When a quorum is present, other than the
supermajority vote provisions set forth below, the affirmative vote of a
majority of Britton & Koontz's outstanding common stock present at the meeting
decides the question brought before such meeting.
Supermajority Voting Provisions
Mississippi law provides that, unless the Mississippi Business
Corporation Act (the "MBCA"), the articles of incorporation or the board of
directors require a greater vote, or a vote by voting groups, an amendment to
the articles of incorporation of a Mississippi corporation must be approved by a
majority vote of each voting group with respect to which the amendment would
create dissenters' rights. Britton & Koontz's articles of incorporation contain
certain provisions designed to provide safeguards for shareholders by requiring
the affirmative vote of at least 80% of Britton & Koontz's outstanding common
stock to amend or repeal Article Seventh (required vote in control share
acquisition), Article Tenth (election and removal of directors), Article
Eleventh (factors the board is required to take into account when considering a
proposed merger or consolidation) and Article Twelfth (election to be governed
by the Mississippi Control Share Act).
Anti-takeover Provisions
Britton & Koontz's articles of incorporation also contain certain
provisions that may have the effect of delaying, deferring or preventing a
change in control of Britton & Koontz in certain circumstances. Specifically,
Article Seventh of Britton & Koontz's articles of incorporation requires the
affirmative vote of no less than 80% of the outstanding shares of Britton &
Koontz common stock to approve any merger or consolidation with, or any sale,
lease or exchange of substantially all of the assets of Britton & Koontz to, any
person, firm or corporation who beneficially owns more than 10% of any class of
equity voting security of Britton & Koontz, or to any person, firm or
corporation who controls, is controlled by or under common control with any such
person, firm or corporation. The amendment or repeal of Article Seventh of
Britton & Koontz's articles of incorporation requires the affirmative vote of
the holders of no less than 80% of the outstanding shares of Britton & Koontz
common stock.
Article Twelfth of Britton & Koontz's articles of incorporation
incorporates the provisions of the Mississippi Control Share Act (Miss. Code
Ann. ss. 79-27-1, et seq.), which may also have the effect of delaying,
deferring or preventing a change in control of Britton & Koontz in certain
circumstances. Specifically, the Mississippi Control Share Act conditions
acquisition of control of a corporation on approval of a majority of
disinterested shareholders (i.e., shareholders who have not made control share
acquisitions as described below). Under the terms of the Act, a shareholder that
acquires ownership or control of more than 20% of the outstanding shares of the
corporation (other than by issuance of the shares to the shareholder by the
corporation) will not be able to vote those shares in excess of the 20%
threshold without prior approval of the disinterested shareholders. After
disclosure of the circumstances surrounding the control share acquisition to the
disinterested shareholders, the party holding the control shares
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can have the voting power restored to the control shares upon the affirmative
vote of a majority of the disinterested shareholders. The amendment or repeal of
Article Twelfth of Britton & Koontz's articles of incorporation also requires
the affirmative vote of the holders of no less than 80% of the outstanding
shares of Britton & Koontz common stock.
Directors
Britton & Koontz has three classes of directors, each class is as
nearly equal in number as possible, and the term of office of one class expires
each year. The minimum number of directors is five and the maximum number of
directors is twenty-five. The board of directors establishes by resolution the
number of directors to serve and the number of directors to comprise each class.
At each annual meeting, the number of directors equal to the number of the class
whose term expires at the time of such meeting is elected to hold office for a
term of three years.
Directors are elected at the annual meeting of shareholders, and any
vacancy in the board of directors, however created, is filled at the annual
meeting succeeding the creation of such vacancy. If the number of directors is
changed, any increase or decrease is apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class holds office for a term that coincides with the remaining
term of that class. In no case does a decrease in the number of directors
shorten the term of any incumbent director.
No member of the board of directors may be removed, with or without
cause, except at a meeting called in accordance with the bylaws expressly for
that purpose and except upon a vote in favor of such removal of the holders of
eighty percent (80%) of the shares then entitled to vote at an election of
directors; and in the event that less than the entire Board is to be removed, no
one of the directors may be removed if the votes cast against that director's
removal would be sufficient to elect that director if then cumulatively voted at
an election of the class of directors of which that director is a part.
The MBCA permits corporations to (i) include provisions in their
articles of incorporation that limit the personal liability of directors and
officers, among others, for monetary damages resulting from breaches of the duty
of care, subject to certain exceptions, and (ii) indemnify the directors and
officers, among others, in certain circumstances for their expenses and
liabilities incurred in connection with defending pending or threatened
proceedings, as described in the paragraph below. Britton & Koontz's articles of
incorporation and by-laws include provisions that eliminate the personal
liability of its directors, officers, employees and agents to Britton & Koontz
and its shareholders for monetary damages for breach of fiduciary duty to the
full extent currently permitted by the MBCA. Specifically, the personal
liability of a director of Britton & Koontz is eliminated, except liability for
(a) the amount of a financial benefit received by a director to which he is not
entitled, (b) an intentional infliction of harm on the Corporation or the
shareholders, (c) a violation of Section 79-4-8.33, Mississippi Code Ann.
(1972), as amended, or (d) an intentional violation of criminal law.
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If any proceeding, whether civil, criminal, administrative or
investigative, is brought against a Britton & Koontz director, officer, employee
or agent, then Britton & Koontz's articles of incorporation and by-laws provide
for indemnification and advancement of all expenses needed by the director,
officer, employee or agent to defend the litigation. The director, officer,
employee or agent has no obligation to repay the expenses forwarded for this
purpose, unless it is determined ultimately by Britton & Koontz that the
director, officer, employee or agent is not entitled to indemnification. Britton
& Koontz's by-laws authorize Britton & Koontz to maintain insurance covering the
actions of its directors, officers, employees or agents and provide for
indemnification to the fullest extent allowed under the MBCA.
Amendment of By-laws
Britton & Koontz's By-laws may be amended or repealed by the
affirmative vote of no less than two-thirds (66 2/3%) of the directors voting at
a meeting of the board of directors where a quorum is present.
Shareholders' Meetings
The annual meeting of Britton & Koontz shareholders for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting shall be held on a date and at a time as determined by the
board of directors.
Special meetings of Britton & Koontz shareholders may be called by the
President, the Chairman of the Board of Directors, a majority of the board of
directors, or by the President at the request of holders of more than ten
percent (10%) of Britton & Koontz's outstanding common stock.
The transfer agent and registrar for Britton & Koontz's common stock is
American Stock Transfer Company, New York, New York.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)(b) The financial statements required to be filed with this Form 8-K will
be filed by amendment on or before February 15, 2001.
(c) Exhibits. The exhibits filed herewith are listed on the Exhibit Index
following the Signature page.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Britton & Koontz has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BRITTON & KOONTZ CAPITAL CORPORATION
Date: December 15, 2000 By: /s/ W. Page Ogden
_________________________________
W. Page Ogden,
President and C.E.O.
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger by and between Britton & Koontz Capital
Corporation and Louisiana Bancshares, Inc. dated August 25, 2000
(included as Appendix A to the Joint Proxy Statement-Prospectus dated
October 30, 2000 forming part of Britton & Koontz's Registration
Statement on Form S-4 and Amendment No. 1 thereto, filed with the
Commission on October 16, 2000 and October 27, 2000, respectively,
Commission file no. 333-47982, which Registration Statement is
incorporated herein by reference as Exhibit 99 below).
2.2 Plan of Reorganization and Merger by and between Britton & Koontz
First National Bank and Louisiana Bank & Trust Company dated December
1, 2000.
4.1 Articles of Incorporation of Britton & Koontz Capital Corporation
(included as Exhibit 3(a) to Britton & Koontz's Registration Statement
on Form S-4 and Amendment No. 1 thereto (together the "Registration
Statement," filed with the Commission on October 16 and October 27,
2000, respectively, Commission file no. 333-47982), which Exhibit3(a)
is incorporated herein by reference).
4.2 By-laws of Britton & Koontz Capital Corporation (included as Exhibit
3(b) to Britton & Koontz Capital Corporation's Registration Statement
on Form S-4 and Amendment No. 1 thereto (together the "Registration
Statement," filed with the Commission on October 16 and October 27,
2000, respectively, Commission file no. 333-47982), which Exhibit 3(b)
is incorporated herein by reference).
23 Consent of May & Company (to be filed by amendment).
99 Britton & Koontz's Registration Statement on Form S-4 and Amendment
No. 1 thereto (together the "Registration Statement," filed with the
Commission on October 16 and October 27, 2000, respectively,
Commission file no. 333-47982), which Registration Statement is
incorporated herein by reference.
