March 27, 2000
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,
/s/ William M. Salters
Sr Vice President/Controller
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 27, 2000
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend
the 2000 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, April 25, 2000, on the second floor of the Main Office of
Britton & Koontz First National Bank, 500 Main Street, Natchez, Mississippi. The
formal notice of the Annual Meeting appears on the next page.
Enclosed is our Proxy Statement for the 2000 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,
/s/ W. J. Feltus III /s/ 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, April 25, 2000
-----------
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, April 25, 2000, on the second floor of the
Main Office of Britton & Koontz First National Bank (the "Bank"), 500 Main
Street, Natchez, Mississippi:
(1) To elect four Class I directors to serve three-year terms
until the 2003 annual meeting of shareholders, and until their
successors are elected and qualified.
(2) To elect James J. Cole as a Class III director to serve until
the 2002 annual meeting, and until his successor is duly
elected and qualified.
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Tuesday,
March 21, 2000, 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 27, 2000
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2000
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, April 25, 2000, on the second floor of the Main Office of
Britton & Koontz First National Bank (the "Bank"), 500 Main Street, Natchez,
Mississippi, and at 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 27, 2000. The Company's annual report to shareholders for the
fiscal year ended December 31, 1999, accompanies this Proxy Statement.
The purposes of the Annual Meeting are to:
(1) elect four Class I directors to serve three-year terms until
the 2003 annual meeting, and until their successors are
elected and qualified;
(2) elect James J. Cole as a Class III director to serve until the
2002 annual meeting, and until his successor is elected and
qualified; and
(3) 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,
March 21, 2000, 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 1,759,064 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.
1
<PAGE>
Proxy Procedure
The Board of Directors solicits proxies so that each shareholder has
the opportunity to vote at the Annual Meeting. If 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 lines 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 shareholder abstains from voting with respect to any matter brought before
the Annual Meeting.
Shareholders will be entitled to cast 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,
since the number of directors to be elected is five, a shareholder owning ten
shares could cast ten votes for each of the 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.
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<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.
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 currently consist of five directors.
Class III currently consists of only four directors. The terms of the present
Class I directors expire at the Annual Meeting. The terms of the Class II
directors will expire at the 2001 annual meeting, and the terms of the Class III
directors will expire at the 2002 annual meeting. The Company's directors also
serve as directors of the Bank.
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. This year Donald E. Killelea, M.D. and Bazile R.
Lanneau, Sr., both Class II directors, and Wilton R. Dale, a Class III director,
will retire from the Company's Board of Directors, effective as of the date of
the annual shareholders meeting. These retiring directors will remain as
advisory directors to the Company for an additional five years.
The Company's Articles of Incorporation and By-laws require that if
there is any change in the number of directors on the Board, the increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible. The Board has therefore set
the number of directors at eleven, effective immediately prior to the Annual
Meeting, consisting of four Class I directors, three Class II directors and four
Class III directors.
The Board has nominated A. J. Ferguson, W. Page Ogden, Bethany L.
Overton and Robert R. Punches for election as Class I directors and, if elected,
they shall serve until the 2003 annual meeting or until their successors are
duly elected and qualified. The Board has also nominated James J. Cole for
election as a Class III director and, if elected, he shall serve until the 2002
annual meeting, or until his successor is duly elected and qualified. All five
of the 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 four nominees for Class I
director, and the one nominee for Class
3
<PAGE>
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.
<TABLE>
<CAPTION>
NOMINEES (CLASS I DIRECTORS AND ONE CLASS III DIRECTOR)
Director Business Experience During
Name Age Since Past Five Years
- ---- --- ----- ---------------
<S> <C> <C> <C>
A. J. Ferguson 64 1982 Mr. Ferguson is a self-employed consulting
(Class I) geologist. He also is a director of Energy
Drilling Co., an oil drilling company, and
the Secretary of Highland Corp., a land-
lease company.
W. Page Ogden(2) 52 1989 Mr. Ogden is the President and Chief
(Class I) Executive Officer of the Company and the
Bank. He is also Secretary and Treasurer of
Sumx Inc.
Bethany L. Overton 62 1988 Mrs. Overton is the Vice President of
(Class I) Oilwell Acquisition Company, Inc., an 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 50 1984 Mr. Punches is a partner in the Natchez law
(Class I) firm of Gwin, Lewis & Punches, LLP.
James J. Cole(2) 59 1993 Mr. Cole is Executive Vice President, and
(Class III) a Trust Officer of the Bank, in charge of
mortgage lending.
4
<PAGE>
CONTINUING DIRECTORS (CLASS II AND III DIRECTORS)
Director Business Experience During
Name Age Since Past Five Years
- ---- --- ----- ---------------
W. W. Allen, Jr.(1) 48 1988 Mr. Allen is President of Allen Petroleum
(Class II) Services, Inc., an oil and gas exploration
and petroleum land services company. Mr.
Allen is also a partner in various timber
management companies, and a partner in
Dutch Ann Foods, Inc., a pie shell and tart
business.
Craig A. Bradford, DMD(1) 44 1988 Dr. Bradford is a dentist engaged primarily
(Class II) in pediatric dentistry. He is also a partner
in various timber management companies, and
Mount Olive Farms, LLC, a firm that raises and
shows horses.
W. J. Feltus III (2) 70 1982 Mr. Feltus is Chairman of the Board of the
(Class II) Company and of the Bank. He also serves
as President of Feltus Brothers, Ltd. and
Somerset Ltd., both of which are real estate
management companies, and he is a
director of Energy Drilling Co, an oil well
drilling company.
C. H. Kaiser, Jr.(2) 71 1982 Mr. Kaiser is Vice Chairman of the Board
(Class III) of both the Company and the Bank. He is
the owner of Jordan, Kaiser & Sessions,
LLC, an engineering, consulting, and land
surveying firm.
Bazile R. Lanneau, Jr.(2) 47 1989 Mr. Lanneau, Jr. is Vice President,
(Class III) Assistant Secretary, Chief Financial and
Accounting Officer, and Treasurer of the
Company and Executive Vice President,
Assistant Secretary, Chief Financial
Officer, Treasurer and Trust Officer of the
Bank. Mr. Lanneau, Jr. is President and
Chief Executive Officer of Sumx Inc., an
Internet banking software and services
company.
5
<PAGE>
CONTINUING DIRECTORS (CLASS II AND III DIRECTORS)
Director Business Experience During
Name Age Since Past Five Years
- ---- --- ----- ---------------
Albert W. Metcalfe(1)(2) 67 1982 Mr. Metcalfe is Secretary of the Board of
(Class III) both the Company and the Bank. He is the
President of Jordan Auto Company, Inc., an
automobile dealership.
</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, 1999, 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, with the exception of
Mrs. Bethany Overton, who attended 62% of the aggregate of all meetings.
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 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 1999, the Executive Committee held twelve meetings.
Messrs. Allen and Metcalfe (Chairman), Drs. Killelea and Bradford
are members of the Audit Committee. Dr. Bradford was appointed as of the Record
Date to replace Dr. Killelea, who will retire as of the date of the Annual
Meeting. None of the members of the Audit Committee are employees of either the
Company or the Bank and are independent directors. 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
6
<PAGE>
audits, accounting and other financial controls, and review of related party
transactions. During 1999, the Audit Committee held six meetings. The Audit
Committee has adopted a charter.
Compensation of Directors
During 1999, 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).
Number of Shares
Beneficially Percentage
Name Owned(1) Ownership(2)
Britton & Koontz First
National Bank Employee Stock
Ownership Plan (the "ESOP") 228,570 13%
Britton & Koontz First
National Bank, Trustee
500 Main Street
Natchez, MS 39120
W. W. Allen, Jr.(3) 4,184 *
Craig A. Bradford, DMD(4) 17,394 1%
James J. Cole(5) 9,471 *
W. J. Feltus III(6) 24,576 1.4%
A. J. Ferguson 12,180 *
C. H. Kaiser, Jr.(7) 23,434 1.4%
Bazile R. Lanneau, Jr.(8) 71,969 4.1%
Albert W. Metcalfe)(9) 74,400 4.3%
W. Page Ogden(10) 46,179 2.7%
Bethany L. Overton(11) 4,248 *
Robert R. Punches(12) 14,700 *
Directors and executive officers as a group
(11 persons)(13) 488,786 27.8%
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<PAGE>
* 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 1,759,064 shares of Common Stock outstanding.
(3) Of the shares shown, Mr. Allen disclaims beneficial ownership of 20 shares
owned by his wife and 20 shares owned by his son.
(4) Of the shares shown, Dr. Bradford disclaims beneficial ownership of 2,68
shares owned by his wife.
(5) Includes 2,551 shares allocated to Mr. Cole's account in the ESOP and 1,320
shares which Mr. Cole may purchase upon the exercise of outstanding stock
options.
(6) Include 8,000 shares owned by Feltus Bros. Ltd., of which Mr. Feltus is a
director, and 776 shares owned by Mr. Feltus' wife, as to which he disclaims
beneficial ownership.
(7) Of the shares shown, Mr. Kaiser disclaims beneficial ownership of 7,768
shares owned by his wife.
(8) Includes 4,496 shares held by Mr. Lanneau as custodian for his minor
children, 21,913 shares allocated to Mr. Lanneau's account in the ESOP, 7,712
shares held in trust for third parties by the Bank, of which Mr. Lanneau has
beneficial ownership in his capacity as Trust Officer of the Bank, 68 shares
owned by Mr. Lanneau, Jr.'s wife, of which he disclaims beneficial ownership,
and 1,980 shares that Mr. Lanneau may purchase pursuant to outstanding stock
options. Mr. Lanneau, Jr. is the nephew of Mr. Metcalfe.
(9) Includes 12,316 shares owned by Mr. Metcalfe's wife, as to which he
disclaims beneficial ownership, and 8,160 shares that are owned by Jordan Auto
Company, Inc., of which Mr. Metcalfe is President. Mr. Metcalfe is the uncle of
Mr. Lanneau.
(10) Includes 2,200 shares that Mr. Ogden may acquire pursuant to outstanding
stock options and 18,055 shares which have been allocated to Mr. Ogden's account
in the ESOP. 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.
(11) The shares shown include 1,060 shares held in trust with respect to which
Mrs. Overton has sole voting power.
(12) 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.
(13) 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.
8
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended
December 31, 1999, were audited by the firm of May & Company. May & Company will
remain as the Company's independent public accountants until replaced by the
Board. A representative of May & Company is expected to be present at the Annual
Meeting, with the opportunity to make any statement he or she desires at that
time, and will be available to respond to appropriate questions.
OTHER MATTERS
Management of the Company is not aware of any other matters to be
brought before the Annual Meeting. However, if any other matters are properly
brought before the Annual Meeting, the persons named in the enclosed form of
proxy will have discretionary authority to vote all proxies with respect to such
matters in accordance with their judgment.
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
W. Page Ogden 1988 52 President, Chief Executive Officer, and
director of the Company and the Bank.
Bazile R. Lanneau, Jr. 1986 47 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 59 Director of the Company and the Bank,
Executive Vice President and a Trust
Officer of the Bank.
</TABLE>
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.
9
<PAGE>
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 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, 1999 . The following table sets forth the
compensation for services in all capacities to the Company for the fiscal years
ending December 31, 1999, 1998 and 1997, 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 1999:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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 1999 $110,000 $40,000 $7,200 0 $22,600
1998 $110,000 $40,000 $7,200 0 $20,639
1997 $100,000 $30,000 $5,400 10,000 $19,112
Bazile R. Lanneau, Jr.
Vice President 1999 $95,000 $25,000 $7,200 0 $15,376
1998 $95,000 $25,000 $7,200 0 $13,921
1997 $85,000 $25,000 $5,400 9,000 $12,865
</TABLE>
(1) For fiscal 1999, this amount includes directors' fees of $7,200 per year.
For fiscal year 1998, the directors' fees included were $7200, and for fiscal
year 1997, the directors' fees included were $5,400.
10
<PAGE>
(2) This amount includes, for the years 1999, 1998, and 1997: (a) the
amounts accrued in favor of the named executive in connection with a Salary
Continuation Plan ($12,788, $11,807, and $10,902, respectively, in the case of
Mr. Ogden and $6,810, $6,289, and $5,807, 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 ($2,961,
$2,944, and $2,943, respectively, in the case of Mr. Ogden and $2,585, $2,544,
and $2,491, respectively, in the case of Mr. Lanneau, Jr.). This amount also
includes, for 1999 and 1998, an estimate on behalf of the named executive for
the Company's contributions to its 401k Plan ($6,851, and $5,888, respectively,
in the case of Mr. Ogden, and $5,981 and $5,088, 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, in each case
under the Company's 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. All options were
exercisable at a price of $19.94 per share. 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. No options have been granted since 1997. The Company has never granted
any SARs in connection with any outstanding options.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Values
Neither Messrs. Ogden nor Lanneau, Jr. exercised any stock options
during 1999. The following table sets forth certain information about Mr.Ogden's
and Mr. Lanneau's outstanding stock options:
<TABLE>
<CAPTION>
Number of Securities
Underlying In-the-Money
Unexercised Options at Options/SARs at
Fiscal-Year End Fiscal-Year End(1)
Exercisable (E)/ Exercisable (E)/
Name Unexercisable (U) Unexercisable-(U)
- --------------------------------------------------- ---------------------- --------------------
<S> <C> <C>
(in dollars)
2,200(E) $0(E)
Mr. Ogden 7,800(U) $0(U)
1,980(E) $0(E)
Mr. Lanneau, Jr. 7,020(U) $0(U)
</TABLE>
(1) For each option, the value is determined by multiplying the number of shares
subject to option times $19.94 (the exercise price per share), but not less than
0. Since the closing market price of the Company's Common Stock on December 31,
1999 was $18.75, none of Mr. Ogden's or Mr. Lanneau's options were
"in-the-money".
11
<PAGE>
Employment Agreements
The Company has entered into employment agreements with W. Page Ogden,
Bazile R. Lanneau, Jr. and James J. Cole. 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 either of the respective
parties. Mr. Cole's employment agreement with the company is for a two-year
term, which will terminate on December 31, 2000. The agreement will
automatically renew for two successive one-year terms unless terminated by one
of the parties. All three employment agreements can be terminated with or
without cause. If terminated for 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 that
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, for
$1,000,000. 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. The funds provided to Sumx have been 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.
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.
12
<PAGE>
The Company and the Bank utilize the services of Mr. Lanneau and his
father 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 1999 and 1998 were approximately
$19,180 and $13,876, respectively.
During 1999, the Bank engaged the professional services of a realtor
who is the son of W. J. Feltus III, a director of the Company, in connection
with the acquisition of land for a branch site. The Bank purchased the site from
Mr. Feltus' son during 1999 for a purchase price of $185,961, which represented
the costs of the land acquisition and development by the realtor, along with a
$13,600 commission.
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 1999 and 1998, Jordan Auto was paid
approximately $23,963, and $4,441, respectively, for automobile purchases and
repair services.
The law firm of Gwin, Lewis & Punches, LLP, of which Mr. Robert
Punches, a director, is a partner, serves as general counsel to the Company and
the Bank. During 1999, Gwin, Lewis & Punches, LLP was paid $3,342 for legal
services in connection with its representation of the Company and the Bank.
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, 1999 and 1998.
In the opinion of the Board of Directors, the foregoing transactions
were made in the ordinary course of business, were made on substantially the
same terms (including, in the case of loan transactions, interest rates and
collateral) as those prevailing at the time for comparable transactions with
other persons. The Board believes that the loan transactions referred to above
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 1999, 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, 1999, its officers, directors and greater
than ten percent beneficial owners complied with all applicable Section 16(a)
filing requirements.
13
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR THE 2001 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
2001 annual meeting of shareholders must be received by W. Page Ogden,
President, at 500 Main Street, Natchez, Mississippi 39120, no later than
November 1, 2000, 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 1999 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, 1999, which will be filed with the Securities and Exchange
Commission on or before March 31, 2000. Requests should be mailed to Bazile R.
Lanneau, Jr., Vice President, Britton & Koontz Capital Corporation, 500 Main
Street, Natchez, Mississippi 39120.
14
<PAGE>
PROXY PROXY
_____ _____
BRITTON & KOONTZ CAPITAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 25, 2000
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, as defined on the reverse side, 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 March 21, 2000, at the annual
meeting of shareholders to be held on April 25, 2000, or any adjournment(s)
thereof (the "Annual Meeting").
(1) TO ELECT FOUR CLASS I DIRECTORS TO SERVE THREE-YEAR TERMS UNTIL THE
2003 ANNUAL MEETING OF SHAREHOLDERS, AND ONE CLASS III DIRECTOR TO
SERVE UNTIL THE 2002 ANNUAL MEETING, AND UNTIL THEIR SUCCESSORS ARE
ELECTED AND QUALIFIED.
[ ] FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Class I: A.J. Ferguson; W. Page Ogden; Bethany L. Overton; Robert R. Punches
Class III: James J. Cole
(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.)
(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 Above 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 2000 Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE
_________________________ 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 above.
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).
