EXHIBIT 4(c)
PROSPECTUS
BRITTON & KOONTZ CAPITAL CORPORATION
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BRITTON & KOONTZ CAPITAL CORPORATION'S
ASSUMPTION OF THE
LOUISIANA BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN
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This Prospectus covers 47,124 shares of common stock of Britton &
Koontz Capital Corporation, $2.50 par value per share, that may be issued or
sold to certain former officers and directors of Louisiana Bancshares, Inc., or
Louisiana Bancshares, under Louisiana Bancshares' Incentive Stock Option Plan
adopted by Britton & Koontz in connection with the merger of Louisiana
Bancshares with and into Britton & Koontz. Britton & Koontz common stock is
traded on the Nasdaq SmallCap Market under the symbol BKBK. 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.
It is recommended that this prospectus be retained for future
reference. This prospectus may not be used for re-offers or resales of common
stock acquired pursuant to the plan by affiliates of Britton & Koontz.
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This Document Constitutes Part of a Prospectus Covering Securities That
Have Been Registered Under The Securities Act of 1933, as amended.
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These securities have not been approved or disapproved by the Securities
and Exchange Commission nor has the Commission passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
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The date of this prospectus is December 1, 2000
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TABLE OF CONTENTS
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Page
Where You Can Find More Information...............................................................................1
The Plan .........................................................................................................2
Purpose of the Plan......................................................................................2
Shares Subject to the Plan...............................................................................2
Administration of the Plan...............................................................................2
Options Granted Under the Plan...........................................................................2
Registration of Shares...................................................................................3
Terms of the Assumed Options.............................................................................4
The Employee Retirement Income Security Act of 1974 and Internal Revenue Code............................4
Restrictions on Resales..................................................................................4
Federal Income Tax Consequences..........................................................................5
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Where You Can Find More Information
Britton & Koontz files proxy statements, annual, quarterly and current
reports and other information with the SEC. The company's filings can be
inspected and copied at the SEC's public reference facilities located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at the SEC's Regional
Offices in Chicago (500 West Madison, Citicorp Atrium Center, 14th Floor,
Chicago, Illinois 60661-2511), and in New York (7 World Trade Center, Suite
1300, New York, New York 10048). Copies can also be requested by mail from the
SEC, Public Reference Section, 450 Fifth Street, N. W., Washington, D.C. 20549.
You can also obtain the company's filings through the SEC's Internet web site,
http://www.sec.gov. You can telephone the SEC at 1-800-SEC- 0330.
The company's common stock is traded on the National Association of
Securities Dealers Automated Quotation SmallCap Market and the company's
Exchange Act reports and other information can be inspected and copied at the
National Association of Securities Dealers, 1735 "K" Street, N.W., Washington,
D.C. 20006.
The SEC permits "incorporation by reference," which means that
important information about the company and the plan is disclosed in this
prospectus by reference to other documents. The information that is incorporated
by reference is an important part of this prospectus. Information that the
company files later with the SEC automatically updates and supersedes any
information about the same subject that is included in this prospectus or
another one of the company's filings. The company has incorporated by reference
specific documents listed below and any future filings with the SEC under
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended:
o The company's latest annual report on Form 10-KSB for the year
ended December 31, 1999;
o The company's quarterly reports filed on Form 10-QSB for the
quarters ended March 31, 2000, June 30, 2000, and September
30, 2000; and
o The description of the company's common stock contained in the
company's registration statement on Form S-4, which became
effective on October 27, 2000, Commission File No. 333-47982,
and any amendment or report filed for the purpose of updating
such description.
You may obtain these documents, without charge, by contacting W. Page
Ogden, President and Chief Executive Officer, Britton & Koontz Capital
Corporation, 500 Main Street, Natchez, Mississippi 39120, telephone number
(601)445-5576. You can request the documents in writing or orally.
You should rely only on the information provided in this prospectus or
incorporated by reference. The company has not authorized any person to provide
you with any information or make any representation about the information
contained in this prospectus, including the documents incorporated by reference.
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The Plan
Britton & Koontz assumed the Louisiana Banchares, Inc. Incentive Stock
Option Plan (the "Louisiana Bancshares Plan") as part of the merger agreement
between Britton & Koontz and Louisiana Bancshares. The assumed plan is referred
to as the "Plan." The Plan was ratified by the Board of Directors of Britton &
Koontz on November 21, 2000, to be effective as of December 1, 2000. The
essential features of the Plan are described below.
Purpose of the Plan
Under the terms of the merger between Britton & Koontz and Louisiana
Bancshares, Britton & Koontz was required to assume all outstanding stock
options granted under the Louisiana Bancshares Plan. The Plan was established
for the sole purpose of complying with this obligation. No additional options
will be granted under the Plan.
Shares Subject to the Plan
A maximum of 47,124 shares of $2.50 par value voting common stock
issued by Britton & Koontz are available for issuance under the Plan.
Administration of the Plan
The Plan is administered by the board of directors of Britton & Koontz.
The board is empowered to interpret the provisions of the Plan and to adopt
rules and regulations for the administration of the Plan. The determinations of
the board are final and binding upon all parties who have an interest in the
Plan.
Options Granted Under the Plan
As a result of the merger, fully vested and outstanding Louisiana
Bancshares stock options represented rights to acquire 382,154 shares of $.01
par value common stock issued by Louisiana Bancshares. The vested options listed
below are exercisable as of the date of this prospectus. There are a total of
64,944 unvested options to acquire shares of common stock of Louisiana
Bancshares. Under the Plan, these options have been converted into the right to
acquire the number of shares of Britton & Koontz common stock in the amounts and
at the option prices set forth below:
NO:99139815.1
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Britton Britton Option
Name of Optionee Type of Option & & Price per
Koontz Koontz share
Stock Stock
(vested) (unvested)
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John S. Sylvest Incentive 32,900 34,945 $6.93
Stock Option
S. Allen Harris III Incentive 3,136 12,750 $11.39
Stock Option
Michael J. Johnson Incentive 2,261 9,191 $11.39
Stock Option
Ellen C. Sessions Incentive 1,982 8,058 $11.39
Stock Option
Total Shares 40,279 64,944
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The option price was determined in accordance with the conversion ratio
as provided in the merger agreement between Britton & Koontz and Louisiana
Bancshares. The unvested options listed above will vest in accordance with the
provisions of the Louisiana Bancshares Plan, provided you continue in the employ
of Britton & Koontz through the vesting period.
You may pay the exercise price either in cash, in previously acquired
shares of Britton & Koontz common stock having a fair market value equal to the
exercise price or a combination thereof. For this purpose, the fair market value
of Britton & Koontz common stock is determined as (i) the reported closing or
last sale price of Britton & Koontz common stock as reported on the Nasdaq
SmallCap Market or other exchange on which Britton & Koontz common stock is
traded on the trading day on which the options are exercised; if Britton &
Koontz common stock was not traded on such date, on the next preceding day on
which Britton & Koontz common stock was traded, or (ii) any other definition as
determined by Britton & Koontz's board of directors.
Your options expire on the earlier of the three-month anniversary of
the date on which you cease to be an employee of Britton & Koontz or the 10th
anniversary of the original date of grant under the Louisiana Bancshares Plan.
Registration of Shares
On December 1, 2000, Britton & Koontz filed a registration statement on
Form S-8 with the Securities and Exchange Commission covering the shares of
Britton & Koontz common stock to be issued upon exercise of the options granted
under the Plan.
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Terms of the Assumed Options
The Louisiana Bancshares, Inc. Incentive Stock Option Plan provided for
the grant of incentive stock options (or ISOs) to employees of Louisiana
Bancshares. The options granted under the plan include incentive stock options
to acquire an aggregate of 40,279 shares of Britton & Koontz common stock. All
options are evidenced by a letter agreement that describes the terms and
conditions applicable to each grant. These options are held by former executive
officers and directors of Louisiana Bancshares (i.e. Mr. John S. Sylvest, Mr. S.
Allen Harris III, Ms. Ellen C. Sessions and Mr. Michael J. Johnson). These
options were fully exercisable prior to the merger and remain exercisable during
the terms described above.
The option price may be paid in cash or in previously acquired shares
of Britton & Koontz stock, at the election of the optionee. To the extent that
Britton & Koontz is required to withhold income taxes under applicable law, the
optionee is required to deliver to Britton & Koontz cash in the amount of such
withholding obligation.
The Employee Retirement Income Security Act of 1974 and Internal Revenue Code
The plan is not subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and is not qualified under Section 401(a) of the
Code.
Restrictions on Resales
This prospectus is not available for re-offers or resales of securities
acquired pursuant to the plan. In any event, shares of Britton & Koontz common
stock acquired under the plan may not be resold until Britton & Koontz publishes
the results of at least 30 days of post-merger combined operations. It is
anticipated that such results will be published on or before March 31, 2001.
Optionees will be notified that such publication has occurred.
Optionees who are deemed to be "affiliates" of Britton & Koontz within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations promulgated thereunder, may not sell shares
acquired upon exercise of options granted under the plan unless such shares have
been registered by Britton & Koontz under the Securities Act for resale by such
optionee or an exemption from registration under the Securities Act is
available. Rule 144, which contains limitations on the amount of shares that may
be sold as well as limitations on the manner of sale, is such an exemption. An
employee who is an officer, director or 10% or more stockholder of Britton &
Koontz generally is deemed to be an "affiliate" of Britton & Koontz for this
purpose.
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Federal Income Tax Consequences
The following discussion is intended only as a summary of the Federal
income tax consequences of exercises under the Plan. You should consult your own
tax adviser with respect to the exercise of options. Because certain options
under the Plan may be re-characterized from Incentive Stock Options to
nonqualified stock options, we have included a brief summary of tax consequences
applicable to nonqualified stock options.
Nonqualified Options.
The grant of a nonqualified option has no federal income tax
consequence to you or Britton & Koontz. Upon the exercise of a nonqualified
option, you will have taxable income equal to the difference between the option
price of the shares and the fair market value of the shares on the exercise
date, and Britton & Koontz is entitled to a corresponding deduction. As an
employee of Britton & Koontz, you are subject to withholding with respect to
such income.
Incentive Stock Options.
The grant of an ISO option has no federal income tax consequences to
you or Britton & Koontz. You do not realize taxable income upon the exercise of
an ISO, provided you meet certain holding period requirements with respect to
the option and the underlying security acquired on the exercise of the option.
For this purpose, the holding periods before and after the merger of Louisiana
Bancshares into Britton & Koontz will be combined (or "tacked"). The entire
gain, if any, realized by you upon a subsequent disposition of Britton & Koontz
stock acquired on the exercise of an ISO will be taxable to you as a long-term
capital gain. In such instance, Britton & Koontz is not entitled to any
deduction. The excess of the fair market value of the ISO shares on the exercise
date over the option price is a tax preference item for purposes of the
alternative minimum tax. If you do not satisfy the holding period requirement,
you will realize ordinary income equal to the difference between the option
price and either the fair market value of such shares on the exercise date or
the lesser amount realized on a sale or exchange of such shares, and Britton &
Koontz is entitled to a corresponding deduction.
The foregoing summary is general in nature and is not intended to cover
all tax consequences that may apply to your options. The provisions of the Code
and the regulations thereunder relating to these matters are complicated, and
their impact on you depend upon your particular circumstances. Accordingly, you
are urged to consult your own tax adviser for advice relating to the acquisition
of stock pursuant to the exercise of options and the disposition of shares of
Britton & Koontz common stock so acquired.
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