<PAGE>
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Britton & Koontz Capital Corporation
Commission File No. 000-22606
Joint Press Release of Britton & Koontz Capital Corporation and Louisiana
Bancshares, Inc.
[BRITTON & KOONTZ LOGO]
BRITTON & KOONTZ CAPITAL CORPORATION
500 Main Street
P.O. Box 1407
Natchez, MS 39121
(601) 445-5576
(601) 445-2488 (Fax)
http://www.bkbank.com, [email protected]
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION:
--------------------- ---------------------
August 24, 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 of intent 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 economy. With very
attractive locations along the Mississippi River corridor including Baton Rouge,
Natchez and Vicksburg, we will be poised for further profitable growth."
-MORE-
<PAGE>
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 the Britton & Koontz team is a superb match. Among other
benefits of this merger, we believe that the Sumx Internet banking system will
offer tremendous value to our customers--just as it has to the customers of
Britton & Koontz and other banks--and to our shareholders." Britton & Koontz
Capital owns a 35% preferred investment in Sumx Inc., an Internet banking
provider, whose software was largely developed at 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 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.
- END-
