BOL BANCSHARES, INC.
Parent Company of
Bank of Louisiana
300 St. Charles Avenue
New Orleans, Louisiana 70130
March 10, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 11, 2000
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 11, 2000 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, 2000.
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 it 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, 1999, which were held by 666
shareholders. Each share is entitled to one vote.
Only holders of Common Stock of record at the close of business on
February 25, 2000 are entitled to notice of and to vote at the meeting.
On January 11, 2000 the Board of Directors appointed Directors
Edward J. Soniat (chairman), Lionel J. Favret, Sr., Leland L. Landry,
and Douglas A. Schonacher 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 11,
2000 Board Meeting, which in turn is herewith submitted to the
shareholders.
The incumbent list of directors is nominated to serve for the year
2000 expiring on the second Tuesday of April, 2001 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, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
Edward J. Soniat
Secretary
<PAGE>
Executive Officers & Principal Shareholders
The following table lists the 8 nominees for director and the age of
each, position held, the number of shares of Common and Preferred stock
of the Company, the percent thereof beneficially owned by each nominee
as of the close of business December 31, 1999 and the principal
occupation for the last five years.
<TABLE>
<CAPTION>
Principal
Occupation
For Last
Five
Company Stock Beneficially Owned Years If Not
Common PreferreD With The
Name (Age) Position Number Percent Number Percent Company
Held
<S> <C> <C> <C> <C> <C> <C>
G. Harrison Director; 57,787 32.26% 97,981 4.26% N/A
Scott
(76) Chairman of the
Board of the
Company and the Bank
James A. Director; 35,467 19.80% (1) 94,706 4.11% N/A
Comiskey
(73) President of the
Company and the Bank
Douglas A. Director of 2,740 0.15% (2) 18,537 0.80% President,
Schonacher the
(69) Company and the Bank V.I.P. Dist.
Gordon A. Director of 1,015 0.57% 36,164 1.57% President,
Burgess the
(66) Company and the Bank Tangipahoa
Parish
Council
Lionel J. Director of 571 0.32% 31,656 1.38% Retired
Favret, Sr. the
(88) Company and the Bank
Gerry E. Hinton Director of 5,330 2.97% (3) 2,387 0.10% Retired
the
(69) Company and the Bank
Leland L. Landry Director of 3,800 2.12% 2,387 0.10% President,
the
(73) Company and the Landry
Bank Realty
Edward J. Soniat Director of 8,404 4.69% 242,634 10.54% President,
the
(87) Company and the Bank Blaise
and Secretary of the Parking
Company Enterprise
Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal
Occupation
For Last
Five
Company Stock Beneficially Owned Years If Not
Common Preferred With The
Name (Age) Position Number Percent Number Percent Company
Held
<S> <C> <C> <C> <C> <C> <C>
Non-Director Executive Officers
Peggy L. Treasurer - - - - N/A
Schaefer of
(48) the Company and
Senior
Vice President, and
Chief Financial Officer
of the Bank
All Directors & Executive 115,117 62.88% 526,452 22.86%
Officers
as a group (9 persons)
</TABLE>
(1) Includes 47 common shares and 2,661 preferred shares owned by
Director Comiskey's spouse.
(2) Includes 2,525 common shares and 9,213 preferred shares owned by
Director Schonacher's spouse.
(3) Includes 5,132 common shares and 2,387 preferred shares owned by
the Hinton Living Trust, and 198 common shares owned by Director
Hinton's two children.
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, 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. Ms. Schaefer has
served in her capacity as Treasurer of the Company since 1988 and as a
Bank officer since 1983.
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.
<PAGE>
As of December 31, 1999, the following persons were known to be
the beneficial owners of more than 5% of the Company's stock.
<TABLE>
<CAPTION>
Name & Address Of Title Of Amount Beneficially Percent
Beneficial Owners Class Owned Of Class
<S> <C> <C> <C>
G. Harrison Scott Common 57,787 32.26%
55481 Hwy. 433 Preferred 97,981 4.26%
Slidell, LA 70461
James A. Comiskey Common 35,467 (1) 19.80%
1100 City Park Preferred 94,706 4.11%
Ave.
New Orleans, LA
70119
Edward J. Soniat Common 8,404 4.69%
49 Oriole Street Preferred 242,634 10.54%
New Orleans, LA
70124
</TABLE>
(1) Includes 47 common shares and 2,661 preferred shares owned by
Director Comiskey's spouse.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
During fiscal year 1999, 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 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, 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 11 times in 1999.
The Bank also has an Executive Committee consisting of six
permanent members and two rotating members. The permanent members of
the Executive Committee in 1999 were Messrs. Scott (chairman),
Comiskey, Favret, Soniat, Hinton, and Burgess, and the rotating members
were selected from Messrs. 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
26 times in 1999.
<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, 1999, was
$710,415, including accrued and unpaid interest at the rate of 10% per
annum. At this time, there is no maturity date on these loans.
The following table sets forth compensation for the Company's executive
officers for the years 1999, 1998, and 1997:
<TABLE>
<CAPTION>
Annual Compensation
Other
Annual All Other
Name and Principal Year Salary Compensation Compensation
Position ($) ($) ($)
<S> <C> <C> <C> <C>
G. Harrison Scott, 1999 93,254 41,000 19,494
Chairman of the 1998 89,800 20,500 19,494
Board 1997 89,800 29,042 19,494
James A. Comiskey, 1999 93,254 41,000 19,000
President 1998 89,800 20,500 19,000
1997 89,800 29,042 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 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 1999.
<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 $986,583 at December 31, 1999 and the highest
aggregate amount borrowed during the year totaled $1,115,348. These
aggregate amounts represented 13.84% and 15.65% 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,
1999, 1998 and 1997 totaled $490,244, $479,388, and $492,459
respectively. An annual rent of $74,400 was paid to Tammany Mall
Partnership for the years ended December 31, 1999, 1998 and 1997.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
LaPorte, Sehrt, Romig and Hand, Certified Public Accountants
perform all audit services for the Company and the subsidiary. The
same firm will be retained to perform audit services in 2000.
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)
<PAGE>
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 11, 2000 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 10, 2000
______________________________________________
(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 11, 2000 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 eight(8) 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., Gerry E. Hinton,
Leland L. Landry, and Edward J. Soniat.
_________________________________ Signature
____________Date _________________ Number of Shares
