DEF 14A 1 rp403.txt PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 BOL BANCSHARES, INC. _____________________________________ (Name of Registrant as Specified in Its Charter) ____________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: BOL BANCSHARES, INC. 300 St. Charles Avenue New Orleans, Louisiana 70130 March 10, 2003 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 8, 2003 You are hereby notified that the Annual Meeting of Shareholders of BOL BANCSHARES, INC. (the "Company") will be held at 300 St. Charles Avenue, 4th Floor, New Orleans, Louisiana, on Tuesday April 8, 2003 at 3:30 p.m. for the following purposes: 1. To elect 7 directors to the Board of Directors. 2. Ratification of the selection of Laporte, Sehrt, Romig and Hand, as independent auditors of the Company. 3. To transact such other business as may properly come before the Annual Meeting. Management is not aware of any other business, other than procedural matters incident to the conduct of the Annual Meeting. Only holders of Common Stock of record at the close of business on February 22, 2003 are entitled to notice of, and to vote at, the Annual Meeting. BY ORDER OF THE BOARD OF DIRECTORS Douglas A. Schonacher Secretary BOL BANCSHARES, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS APRIL 8, 2003 GENERAL INFORMATION This Proxy Statement is furnished to the holders of common stock, $1.00 par value per share ("Common Stock"), of BOL BANCSHARES. INC. ("BOL BANCSHARES") in connection with the solicitation of proxies by the Board of Directors (the "Board") of BOL BANCSHARES to be used at the Annual Meeting of Shareholders (the "Annual Meeting"). The Meeting will be held on April 8, 2003 at 3:30 p.m. at 300 St. Charles Avenue, New Orleans, Louisiana. The approximate mailing date on which this Proxy Statement, the accompanying proxy card and Annual Report to Stockholders (which is not part of BOL BANCSHARES' soliciting materials) are being mailed is March 10, 2003. The cost of soliciting proxies will be borne by BOL BANCSHARES. The proxy solicited hereby, if properly signed and returned to BOL BANCSHARES and not revoked prior to its use, will be voted in accordance with the instructions contained thereon. If no contrary instructions are given, each proxy received will be voted "for" the proposals described herein. Any shareholder giving a proxy has the power to revoke it at any time before it is exercised by (i) filing written notice thereof with either G. Harrison Scott or James A. Comiskey, BOL BANCSHARES, INC. 300 St. Charles Avenue, New Orleans, Louisiana 70130; (ii) appearing at the Annual Meeting and giving notice of his or her intention to vote in person. Proxies solicited hereby may be exercised only at the Annual Meeting or at any adjournment thereof and will not be used for any other meeting. Only shareholders of Common Stock of record at the close of business on February 22, 2003 (the "Record Date") will be entitled to vote at the Annual Meeting. On the Record Date, there were 179,145 shares of Common Stock issued and outstanding and approximately 633 shareholders. Each share of Common Stock is entitled to one vote at the Annual Meeting. Unless authority is withheld in the proxy, each proxy executed and returned by a shareholder will be voted for the election of the nominees described in this Proxy Statement. The proxy also confers discretionary authority upon the persons named therein, or their substitutes, with respect to any other matter that may properly come before the Annual Meeting. PROPOSAL ONE ELECTION OF DIRECTORS There are currently 7 directors serving on the Board, and 7 directors are to be elected at the Annual Meeting to serve for the year 2003 expiring on the second Tuesday of April, 2004 or until the successors are duly elected and qualified for the transaction of any business. 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. THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS. EXECUTIVE OFFICERS & PRINCIPAL SHAREHOLDERS The following table lists the 7 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, 2002 and the principal occupation for the last five years.
Principal Occupation for Company Stock Beneficially Owned Last Five Years Common Preferred If not with the Name (Age) Position Held Number Percent Number Percent Company G. Harrison Scott Director; 60,501 33.77% (1) 127,368 5.69% None (79) Chairman of the Board of the Company and the Bank James A. Comiskey Director; 35,467 19.80% (2) 94,706 4.23% None (76) President of the Company and the Bank Douglas A. Schonacher Director of the 2,740 1.53% (3) 18,537 (*) President, (72) Company and the Bank V.I.P. and Secretary of the Dist.Company Gordon A. Burgess Director of the 1,015 (*) 36,164 1.61% President, (69) Company and the Bank Tangipahoa Parish Council Lionel J. Favret, Sr. Director of the 571 (*) 31,656 1.41% Retired (91) Company and the Bank Leland L. Landry Director of the 3,800 2.12% 2,387 (*) President, (76) Company and the Bank Landry Realty Shannon Scott Chouest Director of the 1,562 (*) - - Exec. Assistant (33) Company and the Bank Sales Edison Chouest Offshore
Principal Occupation for Company Stock Beneficially Owned Last Five Years Common Preferred If not with the Name (Age) Position Held Number Percent Number Percent Company Non-Director Executive Officers Peggy L. Schaefer Treasurer of 125 (*) 2,772 (*) None (51) the Company and Senior Vice President, and Chief Financial Officer of the Bank All Directors & Executive Officers 105,781 59.05% 313,590 14.00% as a group (8 persons)
(*) Represents less than 1% of the shares outstanding. (1) Includes 3,646 common shares owned by Scott Family Limited Liability Partnership, L.L.P. (2) Includes 47 common shares and 2,661 preferred shares owned by Director Comiskey's spouse. (3) Includes 2,525 common shares and 9,213 preferred shares owned by Director Schonacher's spouse. Directors of the Company each serve for a term of one year. Messrs. Scott, Comiskey, and Favret have served as directors since 1981. Messrs. Burgess, Landry, and Schonacher have served as directors since 1988. Mr. Scott has served as Chairman of the Board of the Company since 1981. Mr. Schonacher has served in his capacity as Secretary of the Company since 2002. Ms. Schaefer has served in her capacity as Treasurer of the Company since 1988 and as a Bank officer since 1983. Mrs. Shannon Scott Chouest has served as director since January 2, 2002. No family relationships exist among the executive officers of the Company or the Bank. There is one family relationship that exists among the current directors, that of Mr. G. Harrison Scott and Mrs. Shannon Scott Chouest. 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 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. 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, the director-recipients loaned these honorariums to the Company. The total amount loaned to the Company since October 1, 1990, and as of December 31, 2002, was $833,754, including accrued and unpaid interest at the rate of 10% per annum. At this time, there is no maturity date on these loans. The following table sets forth compensation for the Bank's executive officers for the calendar years 2002, 2001, and 2000:
Annual Compensation Long Term Compensation Awards Payouts Other Annual Restricted Stock Options/ LTIP All Other Name and Principal Year Salary Bonus Compensation Award (s) SARs Payouts Compensation Position ($) ($) ($) ($) (#) ($) ($) G. Harrison Scott, 2002 89,800 0 41,000 0 0 0 19,494 Chairman of the 2001 89,800 0 41,000 0 0 0 19,494 Board 2000 89,800 0 41,000 0 0 0 19,494 James A. Comiskey, 2002 89,800 0 41,000 0 0 0 19,000 President 2001 89,800 0 41,000 0 0 0 19,000 2000 89,800 0 41,000 0 0 0 19,000
In addition to the cash compensation shown in the foregoing table, the Bank provides an automobile and certain club memberships for Messrs. Scott and Comiskey. The Bank also provides life insurance policies for Messrs. Scott and Comiskey. Upon the death of the insured, the Company is entitled to receive, from the death proceeds, all of the premiums it has paid for such policy, but in no event more than $150,000 per man, with the remaining death benefit being paid to the named beneficiary. The Bank has also provided Messrs. Scott and Comiskey with life insurance policies in which each is entitled to name their own respective beneficiaries. The cost of these benefits borne by the Bank in 2002 were $19,494 for Mr. Scott's policy and $19,000 for Mr. Comiskey's policy as reflected in the "All Other Compensation" column in the foregoing table. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK During fiscal year 2002, the Board of Directors of the Company held a total of 7 meetings, and the Board of Directors of the Bank held a total of 12 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. Schonacher (chairman), Landry, and Burgess and two rotating members selected from Mr. Favret and Mrs. Chouest. By its charter, this committee meets monthly on the first Tuesday of the month. The Audit and Finance Committee reviews information from management; reviews financial and delinquency reports; reviews the work performed by the Bank's internal auditor and by the independent certified public accountant firm. In addition this committee also reviews capital expenditures in excess of $5,000; analyzes the Loan Loss Reserve adequacy; and approves charge offs. The Audit and Finance Committee met 12 times in 2002. The Audit and Finance Committee discloses the following: 1. They have reviewed and discussed the audited financial statements with management, and with the independent auditors. 2. They have received a letter and written disclosure from the independent auditors, and have discussed the independence of the auditors. 3. They have recommended to the Board of Directors that the financial statements prepared by the independent auditors be included in the Annual Report. The Bank also has an Executive Committee consisting of four permanent members and three rotating members. The permanent members of the Executive Committee in 2002 were Messrs. Scott (chairman), Comiskey, Favret, and Burgess, and the rotating members were selected from Messrs. Landry, Schonacher, and Mrs. Chouest. 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 29 times in 2002. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of December 31, 2002, the following persons were known to be the beneficial owners of more than 5% of the Company's stock. Title Of Class Name & Address Of Amount and Nature of Percent Beneficial Owner Beneficial Owner Of Class Common G. Harrison Scott 60,501 (1) 33.77% Preferred 55481 Hwy.433 127,368 5.69% Slidell, LA 70461 Common James A. Comiskey 35,467 (2) 19.80% Preferred 1100 City Park Ave. 94,706 4.23% New Orleans, LA 70119 Common Edward J. Soniat 10,381 5.79% Preferred 49 Oriole Street 257,326 11.49% New Orleans, LA 70124 (1) Includes 3,646 common shares owned by Scott Family Limited Liability Partnership, L.L.P. (2) Includes 47 common shares and 2,661 preferred shares owned by Director Comiskey's spouse. CERTAIN TRANSACTIONS The Bank makes loans in the ordinary course of business to its directors and executive officers, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and do not involve more than the normal risk of collectability or present other unfavorable features. The aggregate amount borrowed by all officers, directors, and their associates totaled $384,000 at December 31, 2002 and the highest aggregate amount borrowed during the year totaled $1,094,000. These aggregate amounts represented 4.72% and 13.44% of the total capital of the Bank, respectively. On September 30, 1991, the Company purchased a four-story building located at 300 St. Charles Avenue from the RTC for a price of $402,500. The building serves as the Bank's main office. The purchase was financed by a loan from former director Mr. Soniat to the Company, which in turn sold the building to the Bank. As of December 31, 2002, there was a balance of $45,648 in principal and accrued but unpaid interest on the loan, which bears interest at the rate of 13.50% per annum. The loan matured on September 30, 1996, however, Mr. Soniat agreed to renew this loan at the same interest rate and repayment schedule, on a month-to-month basis, which unless changed, would fully amortize such loan on September 30, 2006. The 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, 2002, 2001 and 2000 totaled $465,633, $478,080, and $478,970 respectively. An annual rent of $74,400 was paid to Tammany Mall Partnership for the years ended December 31, 2002, 2001 and 2000. PROPOSAL TWO APPROVAL OF THE INDEPENDENT AUDITORS Approval of LaPorte, Sehrt, Romig and Hand, as independent auditors of the Company and the Bank for the year 2003 ending on the second Tuesday of April, 2004, will be sought at the annual meeting of shareholders and the proxy of the shareholders for such approval is sought. They acted as independent auditors of the Company and the Bank for the preceding year. A representative from LaPorte, Sehrt, Romig and Hand is expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and is expected to be available to respond to appropriate questions from shareholders. AUDIT FEES The aggregate amount of fees billed by LaPorte, Sehrt, Romig and Hand for its audit of the Company's annual financial statements for 2002 and for its reviews of the Company's unaudited interim financial statements included in reports filed by the Company under the 1934 Act during 2002 was $62,511. Financial Information Systems Design and Implementation The Company did not engage or pay any fees to LaPorte, Sehrt, Romig & Hand with respect to the provision of financial information systems design and implementation services during 2002. All Other Fees The aggregate amount of fees billed by LaPorte, Sehrt, Romig & Hand for all other services rendered to the Company during 2002 was $12,248. The majority of these services consisted of preparing federal and state income tax returns and other tax-related services. PROPOSAL THREE OTHER MATTERS The Board of Directors knows of no other matters likely to be brought before the Annual Meeting other than electing the members of the Board of Directors, approval of the auditors of the Company and the Bank and procedural matters incident to the conduct of the Annual Meeting. STOCKHOLDER PROPOSALS Any shareholder who wishes to submit a proposal to be considered at the next annual meeting of shareholders must submit that proposal to the Board of Directors at least 120 days before the mailing date for proxy solicitation material, i.e., November 8, 2003. FORM 10-KSB 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 SHAREHOLDERS 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, 2003 at 3:30 p.m. for (1.) the election of Directors to serve for the ensuing year, (2.) to approve Laporte, Sehrt, Romig and Hand as independent auditors, and (3.) to transact such other business as may properly 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. Peggy L. Schaefer Peggy L. Schaefer Treasurer March 10, 2003 (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, 2003 at 3:30 p.m. or any adjournment thereof 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. 1. The election of seven (7) Directors as set forth below, 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., Leland L. Landry, and Shannon Scott Chouest. 2. The approval of a Laporte, Sehrt, Romig and Hand as independent auditors of BOL Bancshares. FOR [ ] Against [ ] Abstain [ ] 3. Any other matters which may properly come before said meeting. __________________________ Signature __________ ________________ Date Number of Shares