<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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-11(c) or Rule
14a-12
THE PEOPLES HOLDING COMPANY
---------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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THE PEOPLES HOLDING COMPANY
P. O. BOX 709
TUPELO, MISSISSIPPI 38802-0709
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 13, 1999
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of The
Peoples Holding Company (the "Company") will be held at the principal office of
The Peoples Bank & Trust Company at 209 Troy Street, Tupelo, Mississippi, on
April 13, 1999, at 2:00 o'clock p.m. for the purpose of considering and voting
on the following matters:
(1) Authority to elect as members of the Board of
Directors for the terms specified the four (4)
nominees presented in the proxy material.
(2) To ratify the appointment of Ernst & Young LLP of
Memphis, Tennessee, as independent auditors for the
Company for the current year.
(3) To exercise its discretion on any other matters
which properly come before said meeting.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement accompanying this Notice.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John W. Smith
March 22, 1999 -------------------------------------
John W. Smith
Vice Chairman of the Board,
President and Chief Executive Officer
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK,
SIGN, DATE, AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED. IT REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
<PAGE>
THE PEOPLES HOLDING COMPANY
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 13, 1999
INTRODUCTION
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of The Peoples Holding Company (the "Company") for use at the Annual
Meeting of Stockholders to be held on April 13, 1999, and any adjournments
thereof. The time and place of the meeting is set forth in the accompanying
Notice of Meeting. All expenses of preparing, printing and mailing the Proxy and
all materials used in the solicitation thereof will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by personal interview
and telephone by directors, officers and other employees of the Company, none of
whom will receive additional compensation for their services. The date on which
this Proxy Statement and the accompanying Proxy are first being sent or given to
Stockholders of the Company is March 22, 1999.
PURPOSE OF THE MEETING
The annual meeting will be held for the purpose of:
1. Electing four members of the Board of Directors of the Company
for terms specified;
2. Voting on independent auditors for the Company for the current
year;
3. Transacting such other matters as may properly come before
the meeting.
VOTES REQUIRED FOR APPROVALS
The Company has issued and outstanding 5,844,472 shares of Common Stock,
par value of $5.00 per share, which is the only class of stock outstanding. Only
the holders of record of Common Stock of the Company at the close of business on
March 19, 1999, are entitled to notice of and vote on the matters to come before
the Annual Meeting of Stockholders or any adjournment thereof.
Presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock of the Company entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Meeting or any adjournment
thereof.
A stockholder is entitled to one (1) vote, in person or by proxy, at the
Annual Meeting for each share of Common Stock of the Company held of record in
his or her name at the close of business on the record date, March 19, 1999.
<PAGE>
Affirmative vote of a majority of the outstanding shares of Common Stock of
the Company is required to elect directors. Each shareholder shall have the
right to vote, allocable to the number of shares owned by him, for as many
persons as there are directors to be elected, or to cumulate such votes and give
one candidate as many votes as the number of directors multiplied by the number
of votes allocable to his share equal, or to distribute such votes, on the same
principle, among as many candidates as he shall see fit, without any conditions
precedent to such action.
Affirmative vote of a majority of outstanding shares of Common Stock of the
Company is required to approve independent auditors.
Stockholders may designate a person or persons other than those named in
the enclosed Proxy to vote their shares at the Annual Meeting or any adjournment
thereof. As to any other matter or business which may be brought before the
Annual Meeting or any adjournment thereof, a vote may be cast pursuant to the
accompanying Proxy in accordance with the judgment of the person or persons
voting the same, but the management and Board of the Company do not know of any
other matters or business to come before the meeting. Any stockholder has the
power to vote his or her Proxy at any time, insofar as it has not been
exercised, by written notice or subsequently dated Proxy, received by the
Company, or by oral revocation given by the stockholder in person at the Annual
Meeting or any adjournment thereof.
PRINCIPAL HOLDERS OF VOTING SECURITY
The Company has only Common Stock outstanding and as of February 24, 1999,
the Company had 2,579 stockholders of record. To the knowledge of management of
the Company, no stockholder owns beneficially more than five (5) percent of the
Company's outstanding Common Stock. As of February 24, 1999, policy making
officers and directors as a group beneficially owned, directly and indirectly, a
total of three hundred and six thousand, two hundred and eighty-five (306,285)
shares, or five and twenty-four hundredths percent (5.24%) of total shares of
Common Stock outstanding.
ELECTION OF DIRECTORS
The charter of incorporation and bylaws of the Company provide for a board
of not less than seven nor more than twenty members to be determined annually by
the affirmative vote of a majority of the entire Board of Directors of the
Company. The number of directors is currently fixed at fourteen, and the Board
of Directors has voted to fix the number of members at fourteen for the ensuing
year. The Board of Directors is divided into three classes having staggered
terms. Three of the directors whose terms end in 1999 have been nominated for
re-election to another term, and H. Joe Trulove has been nominated for election
to succeed A. M. Edwards, Jr., who is retiring from the Board.
<PAGE>
The four persons named below will be nominated for election to serve terms
for the period indicated below and until their successors are duly elected and
qualified. It is the intention of the persons named in the Proxy to vote for the
election of the four nominees. The following table sets forth the name, age,
principal occupation or position, periods of service as a director, number of
shares of Company stock beneficially owned and certain other information as to
said directors and nominees:
NAME; AGE; SHARES OF COMPANY STOCK
POSITION; and OWNED DIRECTLY and
PRINCIPAL DIRECTOR (INDIRECTLY) and
OCCUPATION SINCE(1) PERCENTAGE OF TOTAL (2)
NOMINEES FOR THREE-YEAR TERMS ENDING IN 2002:
William M. Beasley; 47; 1989 21,392 *
attorney; Phelps (11,381)
Dunbar, LLP
Marshall H. Dickerson; 49; 1997 239 *
owner and manager; (0)
Dickerson Furniture Company
Eugene B. Gifford, Jr.; 64; 1987 38,939 *
attorney; Gifford and (16,160)
Allred
H. Joe Trulove; 61; 7,860 *
West Point Operations (0)
Manager; York Casket Company;
formerly President; West
Point Casket Company
DIRECTORS WITH TERMS ENDING IN 2001:
John M. Creekmore; 43; 1997 1,246 *
attorney (234)
John W. Smith; 63; 1978 10,015 *
Vice Chairman of the Board, (3,744)
President and Chief Executive
Officer; The Peoples
Holding Company and
The Peoples Bank and
Trust Company
Jimmy S. Threldkeld; 66; 1974 24,239 *
President; JCO, Inc., (0)
real estate development
Robert H. Weaver; 67; 1980 81,497 1.39%
attorney; Watkins (0) (3)
Ludlam & Stennis
<PAGE>
J. Larry Young; 60; 1982 2,947 *
retired pharmacist, (262)
formerly partner;
Ramsey-Young Pharmacy
DIRECTORS WITH TERMS ENDING IN 2000:
George H. Booth, II; 45; 1994 3,244 *
Secretary; Tupelo (0)
Hardware Company (whole-
sale and retail hardware)
Frank B. Brooks; 55; 1989 13,144 *
farmer (692)
Robert C. Leake; 66; 1973 17,549 *
President; Leake & (9,772)
Goodlett, Inc. (building
supplies and contractors);
Chairman of the Board of
Directors; The Peoples
Holding Company and The
Peoples Bank and Trust Company
C. Larry Michael; 53; 1997 2,486 *
President; Transport Trailer (0)
Service, Inc., Rent-A-Box, Inc.,
and Precision Machine and Metal
Fabrication, Inc.
J. Heywood Washburn; 68; 1982 23,103 *
self-employed, investor (24,000)
(1) The Company was formed in 1982. Dates stated for years prior to 1982
indicate the first year of service as a director of The Peoples Bank and Trust
Company. Persons who were serving as directors of The Peoples Bank and Trust
Company in 1982 also became directors of the Company at that time.
(2) Less than 1% ownership is marked with an asterisk (*).
(3) Excludes 10,872 shares owned by his wife for which Mr. Weaver disclaims
beneficial ownership.
All of the directors and nominees for the terms listed above presently
serve on both the Board of Directors of the Company and of The Peoples Bank and
Trust Company. All shares of the Bank are owned by the Company.
<PAGE>
COMPENSATION, MEETINGS AND COMMITTEES OF
THE BOARD OF DIRECTORS
Compensation of Directors. Directors who are officers of the Company
receive no additional compensation for their service as directors. The Board of
Directors fixes the compensation for outside directors and currently, outside
directors are paid a monthly fee of $300.00 plus an additional monthly fee of
$250.00 for each regular board meeting they attend. Directors are also paid an
additional fee of $250.00 for each committee meeting or special called board
meeting which they attend. The Chairman of the Board is paid $1,833.33 per month
plus a fee of $250.00 for each committee meeting which he attends.
Meetings and Attendance. The Board of Directors of the Company met eight
times during 1998. No director attended less than 75% of the aggregate of the
total number of meetings held by the Board of Directors and the total number of
meetings held by all committees of the Board on which they served. The Board of
Directors of the Bank met thirteen times during 1998.
Executive Committee. The Executive Committee has charge over all matters
under the direction and control of the Board of Directors which may require
attention between regular meetings of the Board of Directors. The members of the
Executive Committee are Robert C. Leake, Chairman; A. M. Edwards, Jr.; Eugene B.
Gifford, Jr.; John W. Smith; Jimmy S. Threldkeld; and J. Larry Young. The
committee met fifteen times during 1998 with no member attending less than 75%
of the meetings.
The Board of Directors of the Company performs the functions of the
Compensation Committee, the Personnel Committee and the Nominating Committee.
Mr. Smith does not attend or participate in board meetings when executive
salaries and other executive benefits are discussed and approved. The members of
the Board that make up the Compensation Committee and the Personnel Committee
are: William M. Beasley; George H. Booth, II; Frank B. Brooks; John M.
Creekmore; Marshall H. Dickerson; A. M. Edwards, Jr.; Eugene B. Gifford, Jr.;
Robert C. Leake; C. Larry Michael; John W. Smith; Jimmy S. Threldkeld; J.
Heywood Washburn; Robert H. Weaver; and J. Larry Young.
Compensation Committee Interlocks and Insider Participation. John W. Smith
serves on the Board which acts as the Compensation Committee. He does not attend
or participate in any board meetings when executive salaries or other executive
benefits are discussed and approved.
Audit Committee. The Audit Committee of the Board of Directors of the Bank
also functions as the Audit Committee of the Company and is composed of the
following directors: J. Larry Young, Chairman; Frank B. Brooks; Jimmy S.
Threldkeld; Eugene B. Gifford, Jr.; and J. Heywood Washburn. The Audit Committee
is an independent committee made up entirely of outside directors who are
<PAGE>
independent of management of the Company. The Audit Committee meets with the
internal auditors and with the independent public accountant and reports
regularly to the Board of Directors. The Audit Committee met ten times during
1998.
EXECUTIVE OFFICERS
All executive officers of the Company are elected by the Board of Directors
and hold office for a term of one year and thereafter until their successors are
elected and qualified. The following information with respect to executive
officers of the Company is provided:
NAME AGE POSITION HELD AND YEAR FIRST ELECTED
John W. Smith 63 Director and Executive Vice President
of the Company from July 1983 until
August 1993; Director and President
since August 1993, and Vice Chairman
of the Board since April 1997.
Director and Executive Vice President
of the Bank from 1978 and 1976,
respectively, until August 1993;
Director, President, and Chief
Executive Officer since August 1993,
and Vice Chairman of the Board since
April 1997.
The Administrative Committee of the Employee Stock Ownership Plan is
composed of three participants of the Plan, none of whom are in the executive
management of the Company.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME OTHER ALL
AND ANNUAL OTHER
PRINCIPAL COMPEN- COMPEN-
POSITIONS YEAR SALARY(1) BONUS(1) SATION SATION
John W. Smith 1998 $240,000 $ 0 (2) (3)
President and 1997 $226,692 $ 9,754 (2) (3)
CEO since 1996 $215,000 $28,566 (2) (3)
August 1993
All Policy- 1998 $429,099 $ 0 (3)
Making Officers 1997 $402,417 $ 9,754 (3)
and Directors 1996 $363,200 $28,566 (3)
as a Group (14)
<PAGE>
Compensation for the executive officers was set based on an evaluation of
the salary records of the peer group of bank holding companies in the state and
in the region and on the performance of the Company.
(1) Salary and bonus forms of compensation are composed of salary and
directors' fees paid currently and salary and directors' fees that were deferred
under either the Directors' Deferred Fee Plan or the Executive Deferred
Compensation Plan.
(2) No disclosure is necessary of the aggregate amount of personal benefits
if less than the lesser of $50,000.00 or 10% of the cash compensation disclosed
in the cash compensation table. Officers and employees use their personal
automobiles for bank business and are reimbursed at a rate of $.325 per mile.
(3) See pages regarding Directors' Deferred Fee Plan and Executive Deferred
Compensation Plan.
COMPENSATION COMMITTEE
The Board of Directors of the Company performs the function of the
Compensation Committee. Mr. Smith recuses himself during the board meeting when
the executive salaries and other executive benefits are discussed and approved.
The members of the Board that make up the Compensation Committee are: Robert C.
Leake, Chairman; William M. Beasley; George H. Booth, II; Frank B. Brooks; C.
Larry Michael; Marshall H. Dickerson; A. M. Edwards, Jr.; Eugene B. Gifford,
Jr.; John M. Creekmore; Jimmy S. Threldkeld; J. Heywood Washburn; Robert H.
Weaver; and J. Larry Young.
The Company has designed its Executive Compensation Program for the purpose
of attracting and retaining executives who will contribute to the Company's
success through achieving designated goals that have been approved by the Board.
The Company's Executive Compensation Program consists of a base salary and an
annual incentive.
The executive's base salary is set after a thorough review of his progress
toward achieving objectives identified in the Bank's strategic plan. Those
objectives include profits, growth in assets, cost control, quality of loan
portfolio, technology enhancements, customer service, bank expansion and
progress achieved in the implementation of the Bank's major reorganization
assisted by the Sheshunoff group.
The performance of those factors are as follows. From a profits
point-of-view, earnings per share was $1.94, up 6.8% over the prior year. Growth
in assets was 9.5% with net charge-offs to average loans of .32%. The
Sheshunoff group was engaged to assist the Company in managing its costs by
restructuring the delivery system. As the result of fees paid to the consultant
and for severance packages for employees that had been displaced, the efficiency
ratio, 64.5%, was up slightly. During 1998, the Company initiated the
installation of a wide area network along with other software products to
enhance the servicing of the customer base more effectively and efficiently.
<PAGE>
In addition to the above factors, peer comparisons, through the
Mississippi Bankers Association survey, are made for comparable positions in the
relevant marketplace. The Committee reviews the executive's salary periodically,
and adjusts it to reflect changes in the market place as well as the
individual's performance and responsibilities.
The Company has an incentive program that determines the executive's
incentive based upon economic improvement from the prior year. This plan is
referred to as "Performance Compensation for Stakeholders." The executive's
participation in that program is the same as for all other employees. The
incentive compensation is based on economic standards for growth, profitability,
asset quality, and productivity. Each of these key performance indicator
categories are quantified in determining the economic improvement achieved by
the Company.
Under the incentive plan, a minimum threshold is set before an incentive
will be paid. The reward pool ranges from 33% to 48% of the Company's economic
improvement. (Economic improvement is defined as the increase in net income
before taxes and incentive in the current year over that of the prior year based
on the achievement of the key performance indicators). Based on the Bank's
performance in the key performance indicator categories not exceeding the
minimum threshold, no incentive was paid to the executive for 1998.
Other benefits that are provided to the executive include the participation
in a Company-wide medical plan, Money Purchase Pension Plan, 401(k), Deferred
Compensation Plan, and ESOP. (The Bank's Defined Benefit Pension Plan, in which
the executive participated, was curtailed by the Bank and benefit accruals were
frozen as of December 31, 1996). These benefits are offered to other employees
of The Peoples Bank & Trust Company, subsidiary.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
The Bank adopted an Employee Stock Ownership Plan effective as of January
1, 1981, and the Company adopted said plan effective as of November 1, 1983. The
Plan has subsequently been amended to comply with all law changes. This plan
covers all employees who have attained the age of twenty-one and have at least
one year of continuous service. The non-officer directors of the Company do not
participate in the Plan. The Bank set aside $300,000 in 1998 for this Plan. The
amount set aside is used to purchase shares of the Company stock and other stock
which is held in trust for the employees until retirement, death, or break in
service. The Plan presently owns 358,260 shares of the Common Stock of the
Company or 6.13% of the total outstanding shares. These shares are voted by the
employees participating in the Plan. Eligible employees participate in the Plan
based on their salary compared to total eligible salaries for the year. Benefits
are distributed in the form of shares held for the employee's account.
At the beginning of 1998, the Plan held 369,945 shares of Common Stock of
the Company. Between January 1, 1998, and December 31, 1998, 3,352 additional
shares were purchased less 15,037 shares distributed to retired and terminated
participants, bringing the total at the end of 1998 to 358,260 shares. All
Company stock purchased for the Plan was either purchased on the open market or
from terminated ESOP participants. John W. Smith participated in the
contribution to the Employee Stock Ownership Plan, and his share of the
contribution for 1998 was approximately $3,625.
<PAGE>
PENSION PLAN
The Pension Plan of the Bank has been adopted by the Company. Listed in the
table below are the Retirement Benefits estimated to be paid to participants in
the Company's Pension Plan at normal retirement date, age 65. The non-officer
directors of the Company do not participate in the Plan. The Plan allows early
and delayed retirement. The Company elected to adopt Financial Accounting
Standards Board Statements (FASB) No. 87 and No. 88 in 1986. The pension expense
since 1986 has been computed under those statements, resulting in income under
FASB Statement No. 87 of $99,742.00 in 1998. The Company's funding policy is to
contribute annually an amount that falls within the minimum and maximum amount
determined by consulting actuaries in accordance with the Employee Retirement
Income Security Act of 1974. The Company did not make a contribution to the Plan
for 1998. Said evaluation is based on data concerning all employees
participating in the Plan as a group. The actuary does not compute and assign
any part of a total contribution as the current cost of retirement benefits for
a specific employee.
During 1996, the Pension Plan was curtailed, freezing participant accruals
under the Plan as of December 31, 1996. Effective January 1, 1997, a Money
Purchase Pension Plan and a 401(K) Plan were established to take the place of
the Defined Benefit Plan.
The table below shows the estimated maximum current benefits payable under
the curtailed Pension Plan assuming retirement at age 65 of persons in the
specified remuneration and years of service classification.
ESTIMATED CURRENT ANNUAL PENSION
FINAL AVERAGE BENEFITS FOR REPRESENTATIVE YEARS
ANNUAL COMPENSATION OF SERVICE
15 20 25
10,000 2,100 2,800 3,500
20,000 4,200 5,600 7,000
30,000 7,110 9,480 11,850
40,000 10,110 13,480 16,850
50,000 13,110 17,480 21,850
60,000 16,110 21,480 26,850
80,000 22,110 29,480 36,850
100,000 28,110 37,480 46,850
120,000 34,110 45,480 56,850
140,000 40,110 53,480 66,850
160,000 46,110 61,480 76,850
180,000 52,110 69,480 86,850
200,000 58,110 77,480 96,850
220,000 64,110 85,480 104,055
Assumption--Age 65, no survivor annuity, straight life, 10 year certain, annual
Covered Compensation of $21,000.
<PAGE>
The estimated credited years of service and the compensation covered by the
Plan, where required, for each of the individuals named in the Cash Compensation
Table are as follows: John Smith, 30 ($240,000.00). (For Plan years beginning
after December 31, 1993, certain limitations on compensation will apply if still
applicable at the retirement of the participant. Currently the maximum
compensation amount is $160,000.00.) As previously stated, this plan was
curtailed in 1996 and John Smith's monthly pension benefit under the normal form
of settlement is $5,822.65 per month for ten years certain.
The Company has employment contracts with John Smith and six executive
vice-presidents of a subsidiary of the Company. These contracts will not be
effective unless there is a change of control of the Company and the executive
is terminated for other than cause or elects to terminate his employment for
good reason. A severance amount of up to 2.99 times the executive's compensation
could be payable as a result of such termination.
MONEY PURCHASE PENSION PLAN
The Company adopted a Money Purchase Pension Plan effective as of January
1, 1997. The Plan covers all employees who have attained the age of twenty-one
and have at least one year of continuous service. The non-officer directors of
the Company do not participate in this plan. The contribution amount is 5% of
total compensation plus an additional 5% of compensation in excess of the social
security wage base.
401(K) PLAN
The Company adopted a 401(K) Plan effective as of January 1, 1997. The Plan
covers all employees who have attained the age of twenty-one and have at least
one year of continuous service. The non-officer directors of the Company do not
participate in this plan. Employees may contribute up to 10% of their
compensation and the Company will match 100% of this contribution up to a
maximum of 3%.
BENEFIT RESTORATION PLAN
Effective May 1, 1991, The Peoples Bank and Trust Company established a
Benefit Restoration Plan. Due to subsequent changes in the federal tax laws
governing the integration of social security benefits into the pension plan
formula, The Peoples Bank & Trust Company again amended The Peoples Bank & Trust
Company Pension Plan, and on December 13, 1994, restated the Benefit Restoration
Plan effective January 1, 1994. This plan is an unfunded non-qualified deferred
compensation plan maintained solely for the purpose of restoring certain
benefits for officers covered under The Peoples Bank and Trust Company Pension
Plan who experienced a decrease of $50 or more in the present value of their
<PAGE>
pension benefits and had a $100 or more decrease in the projected amount of
their future benefits resulting from an amendment to the Plan which revised the
Plan's Social Security integration formula in order to comply with IRS
regulations. The Plan will pay the eligible employees a benefit equal to the
difference in what their benefit is under the revised Plan and what their
benefit would have been under the Plan prior to its amendment.
The normal retirement age under the Benefit Restoration Plan is age 65 and
the employee is eligible for early retirement upon reaching the age of 55,
provided the employee has 15 years of service with the bank. A death benefit
equal to a 50% joint and survivor annuity will be payable to the employee's
spouse in the event of his or her death. During 1998, the Bank accrued $70,525
for this plan. Due to the curtailment of The Peoples Bank & Trust Company
Pension Plan, this plan was amended in 1996 in order to freeze accruals under
this plan as of December 31, 1995.
INCENTIVE COMPENSATION PLAN
The Board of Directors of the Bank adopted an Incentive Compensation Plan
titled "Performance Compensation for Stakeholders," in 1997. Incentive benefits
are paid to eligible officers and employees after the end of each calendar year
and are determined based on established criteria relating to growth,
profitability, asset quality and productivity. Management sets key performance
indicators (KPI) for all applicable profit centers. The centers are rewarded for
improved economic benefit to the Bank. Based on the amount of improved economic
benefit derived from the center, incentive compensation is calculated as a
percentage of salary. The President is covered under this plan.
The Performance Compensation for Stakeholders covers all eligible
employees. An employee is credited for the pro-rata amount of time employed
during the year. Employees must be employed by the Bank at December 31 to be
eligible. During 1998, the Bank contributed $250,960.56 to this plan.
DIRECTORS' DEFERRED FEE PLAN AND
EXECUTIVE DEFERRED COMPENSATION PLAN
(3) On November 12, 1985, the Board of Directors adopted the Directors'
Deferred Fee Plan and the Executive Deferred Compensation Plan, hereinafter
referred to as Part A, and effective January 1, 1989, eligible directors and
employees were given the opportunity to defer additional compensation under Part
B of these Plans. Under the terms of the Plans, non-employee directors and
eligible employees may elect to defer, respectively, up to 100% of directors'
fees and retainers and up to 10% of salary, as approved from time to time by the
Administrative Committee of the Plans. Amounts deferred under Part A of the
Plans accrue interest annually at 130% of the Moody's Average Corporate Bond
<PAGE>
Rate for the month of October preceding December 31 of each preceding year, and
amounts deferred under Part B of the Plans accrue interest annually at the
Moody's Average Corporate Bond Rate for the month of October preceding December
31 of each preceding year. If a Participant remains an employee or director
until his or her normal retirement date and shall then retire, the Company is
obligated to pay to the Participant an amount equal to the amount originally
deferred under Part A as annually compounded by 130% of the Moody's Average
Corporate Bond Rate and at the Moody's Average Corporate Bond Rate for the
amount originally deferred under Part B until the Participant's normal
retirement date. That result will then continue to be annually compounded by the
appropriate percentage (130% in the case of Part A and 100% in the case of Part
B) of the Moody's Average Corporate Bond Rate being used at the time of normal
retirement until the time the total retirement benefit, which will generally be
paid monthly over a fifteen-year period, is completed. If a Participant
terminates his or her employment prior to normal retirement, he or she will
receive a termination benefit upon the earlier of (i) the Participant's death or
(ii) attainment of his or her early retirement date or (iii) at the time said
Participant ceases his or her employment if such date is later than his or her
early retirement date. This benefit shall be determined by improving the
Participant's deferrals under Part A by the Moody's Average Corporate Bond Rate
and under Part B by 75% of the Moody's Average Corporate Bond Rate, each as
compounded on an annual basis if said Participant has been an employee or a
director for less than ten years or if employment is discontinued for cause and
by 130% and 100%, respectively, of the Moody's Average Corporate Bond Rate as
compounded on an annual basis if said Participant has been an employee or
director for ten or more years with such amount being computed from the date of
entry to the termination date of the Participant. This benefit will normally be
paid monthly over a fifteen-year period.
If a Participant shall die after he or she begins receiving a benefit but
before receiving 180 installments of his or her benefit, the amount will be
continued to the Participant's beneficiary until the balance of 180 monthly
payments have been made. If a Participant dies prior to the time he or she
begins receiving a benefit, his or her beneficiary is entitled to the higher of
the Pre-Retirement Death Benefit or the Participant's Accrued Benefit under the
Plan. This benefit will normally be paid monthly over a fifteen-year period.
The Plans are administered by an Administrative Committee which is
appointed by the Board, and the Committee has the authority to amend the Plans
or extend them for additional years, subject to the right of the Board to
terminate the Plans. The committee has approved deferrals under the Plans for
1998 at the rates provided for under the terms of the Plans. The Plans are
unfunded, and it is anticipated that they will result in no cost to the Company
over the term of the Plans because life insurance policies on the lives of the
Participants have been purchased in amounts estimated to be sufficient to pay
<PAGE>
benefits under the Plans. The Company is both the owner and beneficiary of all
the insurance policies. On December 31, 1998, there were six directors and
fifteen officers participating in Part A of the Plan and twelve directors and
thirty-two officers participating in Part B of the Plan. During 1998, $3,603.96
was paid from the Directors' Deferred Fee Plan as widows' benefits of deceased
directors and $40,829.64 was paid in benefits to retired directors. In addition
$50,490.00 was paid in benefits to retired non-executive officers, and
$45,691.20 was paid to the widow of a deceased non-executive officer. Amounts
deferred during 1998 by the individuals in the groups specified in the cash
compensation table are included in the totals disclosed in the table. Amounts
accrued during 1998, including deferrals, were as follows: Mr. Smith, $4,654.64
in Part A and $8,842.00 in Part B; all executives and directors, including
retired executives and directors as a group, $85,249.61 in Part A and
$306,620.49 in Part B.
OTHER BENEFITS
The Company has adopted certain broad-based employee benefit plans in which
executive officers participate and certain other retirement, life and health
insurance plans providing customary personal benefits. The benefits under these
plans are not tied to company performance. The executive officer named in the
Summary Compensation Table participates in the other benefits described above.
PERFORMANCE GRAPH
1993 1994 1995 1996 1997 1998
THE PEOPLES HOLDING CO. $100 $109.35 $126.47 $167.29 $240.48 $222.27
REGIONAL SOUTHEAST BANKS 100 98.95 146.35 186.82 323.28 307.89
AMERICAN STOCK EXCHANGE 100 88.33 113.86 120.15 144.57 142.61
This graph sets forth the cumulative total shareholder return (assuming
reinvestment of dividends) to The Peoples Holding Company's shareholders during
the five-year period ended December 31, 1998, as well as the American Stock
Exchange (AMEX) market index and an industry group of 48 Regional Southeast
Banks.
Note: The graph above assumes $100 is invested on January 1, 1994, in The
Peoples Holding Company stock; and an identical amount in the AMEX market index;
and the peer group of bank holding companies, the Regional Southeast Banks
Industry Index.
<PAGE>
Media General Financial Services, who provided the Company with peer group
index figures for prior years, went through an internal restructuring of their
industry group classification system in 1998. As a result, the index figures for
the old peer group, East South Central Banks, are no longer available. The
Company is now categorized in a similar industry group, Regional Southeast
Banks.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make nor endorse any predictions as to future stock
performance.
TRANSACTIONS WITH MANAGEMENT
The Bank has had in the past, and expects to have in the future, banking
transactions in the ordinary course of its business with directors, officers,
stockholders of the Company and their associates, on the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and do not involve more than normal risks
of collectibility or present other unfavorable features. Other than these
transactions, there were no material transactions with this group during 1998.
SHAREHOLDERS' PROPOSALS
Proposals of security holders intended to be presented at the next meeting
must be received by the Company for inclusion in the Company's Proxy Statement
and form of Proxy relating to that meeting by December 13, 1999.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Ernst & Young LLP,
Certified Public Accountants, as independent auditors of the Company. In this
capacity the firm will audit the books and records of The Peoples Holding
Company and provide a written opinion on the financial statements of the
Company. The firm has served in this capacity since the Company's formation. A
representative of this firm will attend the Annual Meeting of Stockholders and
will be available to respond to appropriate questions. Ernst & Young LLP
prepared the Federal and State Income Tax Returns for the years 1980 through
1997, which were approved by the Board of Directors. Cost of preparing the tax
returns was included in the total bill and the actual cost is not readily
determinable.
RELATIONSHIP WITH LEGAL COUNSEL
The Company and its subsidiary have retained the law firm of Mitchell,
Voge, Corban, and Morris as general counsel. W. P. Mitchell is a partner in
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said law firm and is Chairman Emeritus of the Board of Directors of the Bank.
William M. Beasley was a partner in said law firm during a portion of 1998. The
Company and its subsidiary paid this firm fees and expenses totaling $183,651.37
during 1998.
During 1998, the Bank retained the firm of Edwards, Storey, Marshall and
Helveston as local counsel for the branch bank at West Point, Mississippi. A. M.
Edwards, Jr. is a partner in said law firm. During 1998, the Bank retained the
firm of Gifford and Allred as local counsel for the branch bank at Booneville,
Mississippi. Eugene B. Gifford, Jr. is a partner in that law firm. During 1998,
the Bank retained John M. Creekmore as local counsel for the branch bank at
Amory, Mississippi.
FINANCIAL STATEMENTS
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH STOCKHOLDER REQUESTING
SUCH A COPY OF ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THEREOF REQUIRED TO BE FILED WITH THE COMMISSION
PURSUANT TO RULE 13 a-1 UNDER THE ACT FOR THE COMPANY'S MOST RECENT FISCAL YEAR,
TO A BENEFICIAL OWNER OF ITS SECURITIES UPON RECEIPT OF A WRITTEN REQUEST FROM
SUCH PERSON. EACH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT, AS OF
THE RECORD DATE FOR THE ANNUAL MEETING OF THE COMPANY'S SECURITY HOLDERS, THE
PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE
AT SUCH MEETING. REQUEST FOR THE ABOVE INFORMATION SHOULD BE DIRECTED TO: THE
PEOPLES BANK & TRUST COMPANY, P. O. BOX 709, TUPELO, MISSISSIPPI 38802,
ATTENTION: STUART R. JOHNSON, EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL
OFFICER.
OTHER BUSINESS
Management at present knows of no other business to be brought before the
meeting. If further business is properly brought before the meeting or an
adjournment thereof, it is the intention of management to vote the accompanying
proxies in accordance with management's judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John W. Smith
-------------------------------------
John W. Smith
Vice Chairman of the Board,
President and Chief Executive Officer
<PAGE>
APPENDIX A:
THE PEOPLES HOLDING COMPANY PROXY
P. O. Box 709 THIS PROXY IS SOLICITED ON BEHALF OF
Tupelo, Mississippi 38802 THE BOARD OF DIRECTORS
The undersigned hereby appoints George H. Booth,II,
A.M. Edwards, Jr., Eugene B. Gifford, Jr., and J.
Heywood Washburn as Proxies, each with the power to
appoint his or her substitute, and hereby authorizes
them to represent and to vote, as designated below, all
the shares of Common Stock of The Peoples Holding
Company held on record by the undersigned on March 19,
1999, at the Annual Meeting of Shareholders to be held
on April 13, 1999, or any adjournment thereof.
(1) Election of Directors.
NOMINEES:
FOR THREE-YEAR TERM ENDING IN 2002: William M. Beasley; Marshall H.
Dickerson; Eugene B. Gifford, Jr.; and H. Joe Trulove.
VOTE FOR all nominees listed VOTE WITHHELD for all
(except as written to the nominees listed [_______]
contrary below) [_______]
(Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
- ----------------------------------------------------------
(2) To ratify the appointment of Ernst & Young LLP of Memphis, Tennessee,
as independent auditors for the Company for the current year.
FOR[___] AGAINST[___] ABSTAIN[___]
(3) In their discretion, the Proxies are authorized to vote such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Please sign below exactly as your name appears on back of this Proxy card. When
shares are held by joint tenants, both should sign. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated ____________________, 1999 __________________________________
Signature
__________________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
