BOL BANCSHARES, INC.
Parent Company of Bank of Louisiana
300 St. Charles Avenue
New Orleans, Louisiana 70130
March 10, 1997
The annual meeting of shareholders of BOL Bancshares, Inc. will be
held on the 4th Floor, 300 St. Charles Avenue, New Orleans, Louisiana, on
Tuesday April 8, 1997 at 3:30 p.m. for the purpose of electing the
directors for the ensuing year, and to consider and vote on any other
matter which may properly come before said meeting. The approximate
mailing date for the proxy statement and form of proxy is March 10, 1997.
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors for the annual meeting of
Shareholders. The cost of the Proxy Statement is borne by the Holding
Company and you are requested by Management to complete the Proxy and
return in the enclosed stamped, self-addressed envelope at your earliest
convenience. Your Proxy may be revoked in writing or in person by
communicating with either G. Harrison Scott or James A. Comiskey, up to the
time of voting, c/o BOL Bancshares, Inc. 300 St. Charles Avenue, New
Orleans, Louisiana 70130.
There were 179,145 outstanding shares of stock in the BOL Bancshares,
Inc. as of December 31, 1996 which were held by 699 shareholders. Each
share is entitled to one vote. Only the shareholders of record as of
February 22, 1997 will be entitled to vote.
On January 14, 1997 the Board of Directors appointed Directors Edward
J. Soniat, Lionel J. Favret, Sr., Douglas A. Schonacher, Leland L. Landry
and Louis G. Grush as the Nominating Committee. After its only meeting,
the Nominating Committee, in accordance with the by-laws, made a report to
the Board of Directors of its nominees at the February 12, 1997 Board
Meeting, which in turn is herewith submitted to the shareholders.
The incumbent list of directors is nominated to serve for the year
1997 expiring on the second Tuesday of April 1998 or until the successors
are elected and qualified for the transaction of any business. The
Committee will as always review and appoint qualified candidates to the
Board.
In the event that any elected candidate is unable to serve his
candidacy, the Board reserves the right to appoint a replacement until the
next annual meeting.
Any shareholder who wishes to submit a proposal to be considered at
next year's annual meeting must submit that proposal to the Board of
Directors at least 120 days before the mailing date for proxy solicitation
material, i.e., November 10, 1997.
<PAGE>
LIST OF DIRECTORS
The Persons nominated to serve as directors for 1996 are as
follows, and according to the Bank's records owned beneficially, directly
or indirectly, the number of shares of common and preferred stock are set
out next to each respective name as of the close of business December 31,
1996.
<TABLE>
<CAPTION>
Position %
Number
Title Or With Other of of
Position/Director
since
Name (Age) Holding Co. Subsidiary Companies Shares Class
<S> <C> <C> <C> <C> <C> <C>
G. Harrison Chairman - Chairman N/A Common 56,453 31.51%
Scott(73) 1988 and
Director- Director- Preferr 79,018 3.43%
1988 1958 ed
James A. President- President- N/A Common 34,990 19.53%
Comiskey(70) 1988 1978
Director- Director- Preferr 73,083 3.17%
1988 1958 ed
Douglas A. Director- Director- President, Common 215 0.12%
Schonacher(66) 1988 1988
V.I.P. Preferr 9,324 0.40%
Dist. ed
Gordon A. Director- Director- President, Common 1,015 0.57%
Burgess(63) 1988 1988
Tangipahoa Preferr 36,164 1.57%
ed
Parish
Council
Lionel J. Favret, Director- Director- Retired Common 571 0.32%
Sr.(85) 1988 1963
Preferr 31,656 1.37%
ed
Louis G. Grush, Director- Director- Dentist; Common 1,987 1.11%
DDS(69) 1988 1988 Assoc
Professor-
LSU
School of
Dentistry
Gerry E. Director- Director- Chiropracto Common 5,330 2.97%
Hinton(66) 1988 1988 r
Preferr 2,387 0.10%
ed
Leland L. Director- Director- President, Common 3,800 2.12%
Landry(70) 1988 1988
Landry Preferr 2,387 0.10%
Realty ed
Samuel A. Logan, Director- Director- Physician Common 626 0.35%
MD(74) 1988 1988
Preferr 20,039 0.88%
ed
Edward J. Secretary Director- President, Common 8,149 4.55%
Soniat(84) and 1963
Director- Blaise Preferr228,659 9.94%
1988 Parking ed
Enterprise
Corp.
</TABLE>
<PAGE>
No director of the Company holds a directorship in any company with a
class of securities registered under Section 12 of the Exchange Act or
subject to the requirements of Section 15(b) of the Exchange Act or in any
company registered as an investment company under the Investment Company
Act. No family relationships exist among the current directors or
executive officers of the Company.
As of December 31, 1996, the following persons were known to be the
beneficial owners of more than 5% of the Bank's stock.
<TABLE>
<CAPTION>
Name & Address Of Title Of Amount & Percent
Nature Of
Beneficial Owners Class Beneficial Of
Ownership Class
<S> <C> <C> <C>
G. Harrison Scott Common 56,453 31.51%
55481 Highway 433 Preferred 79,018 3.43%
Slidell, LA 70461 Owned directly
James A. Comiskey Common 34,990 19.53%
1100 City Park Ave. Preferred 73,083 3.17%
New Orleans, LA 70119 Owned directly
Edward J. Soniat Common 8,149 4.55%
49 Oriole Street Preferred 228,659 9.94%
New Orleans, LA 70124 Owned directly
</TABLE>
As of December 31, 1996, all directors, as a group, own directly or
indirectly 113,136 shares of Common Stock and 482,717 shares of Preferred
Stock, representing 63.15% and 20.96% respectively of outstanding shares.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
During fiscal year 1996, the Board of Directors of the Company held a
total of 5 meetings, and the Board of Directors of the Bank held a total of
14 meetings. Each director attended at least 75% of the aggregate of the
meetings of the Board of Directors and of the committees on which such
director served. Neither the Board of Directors of the Company nor the
Bank has a standing compensation committee or committee performing similar
functions. In lieu thereof, the Board of Directors as a group performs the
foregoing function.
The Board of Directors of the Bank does have an Audit and Finance
Committee consisting of Messrs. Favret (chairman), Landry, and Soniat, and
two rotating members selected from Messrs. Burgess, Grush, Hinton, and
Schonacher. The Audit and Finance Committee receives information from
management, reviews financial reports and delinquency reports, and
coordinates and reviews the work performed by the Bank's internal auditor
and the Bank's certified public accountants. The Audit and Finance
Committee met 12 times in 1996.
The Bank also has an Executive Committee consisting of six permanent
members and two rotating members. The permanent members of the Executive
Committee in 1996 were Messrs., Scott (chairman), Comiskey, Favret, Soniat,
Hinton, and Burgess, and the rotating members were selected from Messrs.
Grush, Landry, and Schonacher. The Executive Committee formulates policy
matters for determination by the Board of Directors and reviews financial
reports, loan reports, new business, and other real estate owned
information. The Executive Committee met 28 times in 1996.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company pays no salaries or other compensation to its directors and
executive officers. The Bank pays each director other than Messrs. Scott
and Comiskey an honorarium for attending each meeting of the Board of
Directors, and each meeting of the Bank's Audit and Finance Committee and
Executive Committee in the amount of $400, $300, and $300 respectively.
From October 1, 1990, through June 30, 1992, these honorariums were
loaned by the director-recipients to the Company. The total amount of
these loans to the Company as of December 31, 1996, was $651,835, including
accrued and unpaid interest at the rate of 10% per annum. At this time,
there is no maturity date on these loans.
The following table sets forth compensation for the Company's
executive officers for the years 1996, 1995, and 1994.
<TABLE>
<CAPTION>
Annual Compensation
Other
Annual All Other
Name and
Principal Year Salary Compensation Compensation
Position ($) ($) ($)
<S> <C> <C> <C> <C>
G. Harrison Scott, 1996 89,800 41,000 19,494
Chairman of the 1995 89,800 41,000 19,000
Board 1994 89,800 41,000 19,000
James A. Comiskey, 1996 89,800 41,000 19,000
President 1995 89,800 41,000 19,000
1994 89,800 41,000 19,000
</TABLE>
In addition to the cash compensation shown in the foregoing table, the
Company provides an automobile and certain club memberships for Messrs.
Scott and Comiskey. The Company also provides life insurance policies for
Messrs. Scott and Comiskey. Upon the death of the insured, the Company is
entitled to receive all of the premiums it paid on behalf of Messrs. Scott
and Comiskey, but in no event more that $150,000 per man. The Company
provided Messrs. Scott and Comiskey with life insurance policies in which
Messrs. Scott and Comiskey name the beneficiary and own their respective
policies. The Company paid $19,494 for Mr. Scott's policy and $19,000 for
Mr. Comiskey's policy in 1996.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with officers, directors
and principal shareholders and their associates, on substantially the same
term and conditions, including interest rates and collateral on loans, as
those prevailing at the same time for comparable transactions with others,
and that do not involve more than the normal risk of collectability or
presents other unfavorable features.
The aggregate amount borrowed by all officers, directors, and their
associates totaled $1,010,085 at December 31, 1996 and the highest
aggregate amount borrowed during the year totaled $1,263,547. These
aggregate amounts represented 11.23% and 14.05% respectively of the total
capital of the Bank.
The Subsidiary Bank leases office space from Severn South Partnership
and Tammany Mall Partnership. The general partners of these Partnerships
are majority shareholders in BOL BANCSHARES, INC. Rent paid to Severn South
Partnership for the years ended December 31, 1996, 1995 and 1994 totaled
$487,464, $484,524 and $493,088 respectively. Rents paid to Tammany Mall
Partnership for the three years ended December 31, 1996, 1995 and 1994 were
$74,400, $74,400 and $74,400 respectively.
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
All audit services for the Company and the subsidiary are
performed by LaPorte, Sehrt, Romig and Hand, Certified Public Accountants.
The same firm will be retained to perform audit services in 1997.
A representative of the firm is expected to be present at the
meeting of the shareholders. They will have the opportunity to make a
statement and be available to respond to appropriate questions.
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
of
BOL BANCSHARES, INC.
300 St. Charles Avenue, New Orleans, LA 70130
Notice is hereby given that the annual meeting of shareholders of
common stock of BOL Bancshares, Inc. will be held on the 4th Floor, 300 St.
Charles Avenue, New Orleans, LA. on Tuesday April 8, 1997 at 3:30 p.m. for
the election of Directors to serve for the ensuing year, and to transact
such other business as may come before the meeting.
Please sign and return the Proxy Statement on the reverse hereof whether
or not you plan to attend the meeting. Should you actually attend, you may
withdraw the Proxy and vote in person.
This Proxy is being solicited in behalf of the Board of Directors
and the cost thereof is to be paid by the Corporation.
/S/ Peggy L. Schaefer
Vice President, Cashier & CFO
March 10, 1997
______________________________________________
(Continued and to be signed on the other side)
PROXY PROXY SOLICITED BY THE BOARD OF DIRECTORS OF BOL
BANCSHARES, INC.
I, the undersigned shareholder of BOL Bancshares, Inc., New Orleans,
Louisiana, do hereby nominate, constitute and appoint G. Harrison Scott and
James A. Comiskey, or either of them, as my agent and attorney-in fact with
power of substitution to vote for me in my name, place and stead all of the
votes I would be entitled to vote, if I were personally present at the
meeting in the main banking office in New Orleans on Tuesday April 8, 1997
at 3:30 p.m. or any adjournment thereof for the purpose of electing
Directors for the ensuing year, and for all other matters which may
properly come before said meeting and granting to my said agent and
attorney-in-fact full discretion in the premises. Further, I retain the
right to revoke, in writing, or in person at anytime prior to the execution
thereof. This proxy will be voted for the election of ten (10) Directors as
set forth below, and on any other matters coming before the meeting, if any,
in accordance with their judgement.
ELECTION OF DIRECTORS For All Nominees Listed Below_____
Withhold Authority_______ Abstain_____
(Instructions: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
NOMINEES FOR DIRECTOR: G. Harrison Scott, James A. Comiskey, Douglas A.
Schonacher, Gordon A. Burgess, Lionel J. Favret, Sr., Louis G. Grush, Gerry
E. Hinton, Leland L. Landry, Samuel A. Logan and Edward J. Soniat.
_________________________________
Signature
____________ _________________ Date
Number of Shares
