BOL BANCSHARES, INC.
Parent Company of
Bank of Louisiana
300 St. Charles Avenue
New Orleans, Louisiana 70130
March 12, 1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 13, 1999
The annual meeting of the shareholders of BOL BANCSHARES, INC. (the
"Company") will be held on the 4th Floor, 300 St. Charles Avenue, New
Orleans, Louisiana, on Tuesday April 13, 1999 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
12, 1999.
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 common shares of stock in BOL
BANCSHARES, INC. as of December 31, 1998 which were held by 679
shareholders. Each share is entitled to one vote.
Only holders of Common Stock of record at the close of business on
February 26, 1999 are entitled to notice of and to vote at the meeting.
On January 12, 1999 the Board of Directors appointed Directors Edward
J. Soniat (chairman), 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 January 12, 1999
Board Meeting, which in turn is herewith submitted to the shareholders.
The incumbent list of directors is nominated to serve for the year
1999 expiring on the second Tuesday of April, 2000 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 11, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
Edward J. Soniat
Secretary
<PAGE>
LIST OF DIRECTORS
The persons nominated to serve as directors for 1999 are as follows,
and according to the Company'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, 1998.
<TABLE>
<CAPTION>
Company Company Principal
Common Preferred Occupation
Stock Stock For Last Five
Benefic Benefic Years If Not
ially ially
Owned Owned With The
Name (Age) Position Number Percent Number Percent Company
Held
<> <C> <C> <C> <C> <C> <C>
G. Harrison Scott Director; 699 0.39% 89,819 3.90% N/A
(75) Chairman of the
Board of the
Company and
the Bank
James A. Comiskey Director; 35,226 19.66% 83,886 3.64% N/A
(72) President of the
Company and
the Bank
Douglas A. Director of 215 0.12% 9,324 0.41% President,
Schonacher the
(68) Company and V.I.P. Dist.
the Bank
Gordon A. Burgess Director of 1,015 0.57% 36,164 1.57% President,
(65) the Company and Tangipahoa
the Bank Parish
Council
Lionel J. Favret, Director of 571 0.32% 31,656 1.38% Retired
Sr. the
(87) Company and
the Bank
Louis G. Grush, Director of 2,094 1.17% 4,662 0.20% Retired
DDS the
(71) Company and
the Bank
Gerry E. Hinton Director of 5,330 2.97% 2,387 0.10% Chiropractor
the
(68) Company and
the Bank
Leland L. Landry Director of 3,800 2.12% 2,387 0.10% President,
the
(72) Company and Landry
the Bank Realty
Edward J. Soniat Director of 8,214 4.59% 234,475 10.18% President,
(86) the Company and Blaise
the Bank and Parking
Secretary of the
Company Enterprise
Corp.
</TABLE>
<PAGE>
Directors of the Company each serve for a term of one year.
Messrs. Scott, Comiskey, Favret, and Soniat have served as directors
since 1981. Messrs. Burgess, Grush, Hinton, Landry, and Schonacher have
served as directors since 1988. Mr. Scott has served as Chairman of the
Board of the Company since 1981. Mr. Soniat has served in his capacity as
Secretary of the Company since 1988.
No family relationships exist among the current directors or executive
officers of the Company or the Bank, and, except for service as directors
of the Company, no director of the Company is a director of any other
company with a class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(b) of that act or
any company registered as an investment company under the Investment
Company Act of 1940.
The Company does not have standing audit, nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions. In lieu thereof, the Board of Directors as a group performs the
foregoing functions.
As of December 31, 1998, 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 & Nature Of Percent
Beneficial Owners Class Beneficial Ownership Of Class
<S> <C> <C> <C>
James A. Comiskey Common 35,226 19.66%
1100 City Park Ave. Preferred 83,886 3.64%
New Orleans, LA Owned directly
70119
Edward J. Soniat Common 8,214 4.59%
49 Oriole Street Preferred 234,475 10.18%
New Orleans, LA Owned directly
70124
Shannon,Sharry,Slade & Rick, LLC
55481 Highway 433 Common 55,992 31.26%
Slidell, LA 70461- Owned directly
9702
</TABLE>
As of December 31, 1998, all directors, as a group, own directly or
indirectly 57,164 shares of Common Stock and 494,760 shares of Preferred
Stock, representing 31.91% and 21.48% respectively of outstanding shares.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
During fiscal year 1998, the Board of Directors of the Company held a
total of 6 meetings, and the Board of Directors of the Bank held a total of
13 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 has 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 1998.
The Bank also has an Executive Committee consisting of six permanent
members and two rotating members. The permanent members of the Executive
Committee in 1998 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 27 times in 1998.
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 $200, $150, and $150, respectively.
The Board of Directors approved a 50% reduction of the honorarium from
$400, $300, and $300 respectively to the above amounts at the June 10, 1997
meeting. On December 29, 1998, the Board of Directors approved the
reinstatement of the honorarium to the full amount.
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, 1998, was $733,986, including
accrued and unpaid interest at the rate of 10% per annum. At this time,
there is no maturity date on these loans.
<PAGE>
The following table sets forth compensation for the Company's
executive officers for the years 1998, 1997, and 1996:
<TABLE>
<CAPTION>
Annual Compensation
Other
Annual All Other
Name and Principal Year Salary Compensation Compensation
Position ($) ($) ($)
<S> <C> <C> <C> <C>
G. Harrison Scott, 1998 89,800 20,500 19,494
Chairman of the
Board 1997 89,800 29,042 19,494
1996 89,800 41,000 19,494
James A. Comiskey, 1998 89,800 20,500 19,000
President
1997 89,800 29,042 19,000
1996 89,800 41,000 19,000
</TABLE>
The Board of Directors also approved a 50% reduction of Other Annual
Compensation, as reflected above, at the June 10, 1997 meeting. On
December 29, 1998 the Board of Directors also approved the reinstatement of
Other Annual Compensation to the full amount.
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 than $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 1998.
<PAGE>
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 $1,053,824 at December 31, 1998 and the highest
aggregate amount borrowed during the year totaled $1,398,575. These
aggregate amounts represented 13.79% and 18.31% 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, 1998, 1997 and 1996
totaled $479,388, $492,459, and $487,464 respectively. An annual rent of
$74,400 was paid to Tammany Mall Partnership for the years ended December
31, 1998, 1997 and 1996.
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 1999.
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.
FORM 10-K
A copy of the Company's Annual Report filed with the Securities and
Exchange Commission will be furnished without charge by contacting BOL
BANCSHARES, INC. 300 St. Charles Avenue, New Orleans, LA 70130; attention
Accounting Department. (504-889-9465)
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 13, 1999 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
Treasurer
March 12, 1999
______________________________________________
(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 13, 1999
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 (9) 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, and Edward J. Soniat.
_________________________________
Signature
____________ _________________
Date Number of Shares
