<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1995
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE PEOPLES BANCTRUST COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
ALABAMA 6022 63-0896239
(State or other jurisdiction (Primary standard (I.R.S. employer
of incorporation or industrial classification identification number)
organization) code number)
</TABLE>
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
RICHARD P. MORTHLAND
PRESIDENT
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
EDWARD B. CROSLAND, JR., ESQ.
HOUSLEY GOLDBERG KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET, N.W., SUITE 700
WASHINGTON, D.C. 20036
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of shares Proposed maximum Proposed maximum
to be Amount to aggregate price aggregate Amount of
registered be registered per share (1) offering price (1) registration fee
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 200,000 shares $16.00 $3,200,000 $1,104
per share
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the bid and asked price
for a share of Common Stock on the Nasdaq SmallCap Market on July 5, 1995.
Exhibit Index at page ___ of
the sequentially numbered pages
<PAGE>
PROSPECTUS
THE PEOPLES BANCTRUST COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
200,000 Shares of Common Stock
--------------------------
This Prospectus relates to 200,000 shares of common stock, par value $.10 per
share (the "Common Stock"), of The Peoples BancTrust Company, Inc. (the
"Company"), being offered hereby to the shareholders of the Company in
connection with the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan is intended to provide holders of the Common Stock who
participate in the Plan with a convenient and economical method of increasing
their equity ownership in the Company by purchasing additional shares of Common
Stock without payment of any brokerage commission or service charge.
Pursuant to the Plan, cash dividends on all shares which are registered in a
participant's name or which are kept in a participant's account under the Plan
will be automatically reinvested in additional shares of Common Stock. A
participant also may obtain additional shares of Common Stock by making optional
cash payments.
The price of shares of Common Stock purchased with reinvested dividends and
optional cash purchases will be the market value of the Common Stock on the date
dividends are declared to shareholders of record, as determined in accordance
with the Plan. The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends, which will continue to depend on
earnings, financial requirements and other factors.
Any holder of record of Common Stock is eligible to participate in the Plan.
Beneficial owners interested in participating in the Plan indirectly through
brokers or nominee shareholders should contact their brokers or nominee
shareholders to determine whether, and to what extent, such indirect
participation is available to them.
This Prospectus relates to shares of Common Stock of the Company registered
for purchase under the Plan. It is suggested that this Prospectus be retained
for future reference.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR
SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
-----------------------
The date of this Prospectus is July 10, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy statements and
other information may be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as the following SEC Regional Offices: 75 Park Place, 14th Floor,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies may be obtained at prescribed rates by writing to the
SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the SEC by the Company under the Exchange
Act, are incorporated in and made a part of this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and
(c) The description of the Common Stock contained in the Company's Notice
of 1992 Annual Meeting of Shareholders and Proxy Statement dated March
14, 1992 and the Company's Registration Statement on Form 8-B dated
June 5, 1985.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST, A COPY OF
ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED IN
THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO:
THE PEOPLES BANCTRUST COMPANY, INC.
P. O. BOX 799
SELMA, ALABAMA 36702-0799
ATTENTION: TRUST DEPARTMENT
(Tel. (334) 875-1000)
1
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
The Company is a bank holding company incorporated under the laws of the
State of Alabama in April 1984. The Company is registered under the Bank
Holding Company Act of 1956, as amended. The Company is the holding company for
The Peoples Bank and Trust Company ("PB&T"), which was chartered by the State of
Alabama in 1902 and acquired by the Company in April 1985.
The Company and PB&T are headquartered in Selma, Alabama. PB&T conducts a
general commercial and full-service retail banking business in Dallas, Butler
and Autauga counties and surrounding areas of Alabama. In addition, PB&T offers
trust and financial management services. PB&T provides banking services to
individuals, corporations and others. PB&T's services also include the sale of
traveler's checks, the rental of safe deposit facilities, collection of domestic
and foreign items, issuance of cashier's checks and money orders, 24-hour
Automated Teller Machine service, bank by mail and night depository and other
customary banking services. PB&T makes commercial, personal, construction and
real estate loans and accepts both demand and time deposits. PB&T offers a wide
variety of other financial products through its brokerage department and
insurance agency.
PB&T is a member of the Federal Deposit Insurance Corporation, and its
deposit accounts are insured by the Bank Insurance Fund to a maximum of $100,000
for each insured depositor. PB&T is subject to supervision and regulation by
the Board of Governors of the Federal Reserve System and the State Banking
Department of the State of Alabama. There are also various requirements and
restrictions under the laws of the United States of America and the State of
Alabama which affect the operations of PB&T. These laws include usury
requirements, restrictions relating to investments and other requirements.
The Company's executive offices and the main office of PB&T are located at
310 Broad Street, Selma, Alabama 36701. PB&T also operates four branches in
Selma, three branches in Prattville, two branches in Greenville and one branch
in each of Plantersville, Georgiana and McKenzie, Alabama. The Company's
telephone number is (334) 875-1000.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The Plan consists of the following questions and answers, which constitute
the Plan as in effect for cash dividends paid and optional cash payments
received on or after the date of this Prospectus. Those holders of Common Stock
who do not participate in the Plan will receive cash dividends, as declared, by
check in the usual manner.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the holders of record of shares of
Common Stock with a simple, convenient and economical method of investing cash
dividends and optional cash payments in additional shares of Common Stock at
regular intervals and without payment of any brokerage commission or service
charge or other expenses. The Company proposes to use the net proceeds from the
sale of shares of Common Stock pursuant to the Plan, when and as received, for
general corporate purposes.
2
<PAGE>
INVESTMENT OPTIONS
2. What investment options are available to participants in the Plan?
a. Participants may have cash dividends on all of their shares of Common
Stock automatically reinvested;
AND
b. Participants may make optional cash purchases of shares of Common
Stock of not less than $100 per payment, up to a total of $2,000 per quarter.
Cash dividends are paid on Common Stock when and as declared by the
Company's Board of Directors.
ADVANTAGES
3. What are the advantages of the Plan?
a. The Plan provides participants with the opportunity to reinvest their
Common Stock dividends automatically in additional shares of Common Stock.
b. No brokerage commission or service charge will be paid by participants
for purchases under the Plan, whether through reinvested dividends or optional
cash payments.
c. Participants' funds will be fully invested because the Plan permits
fractional interests in shares of Common Stock to be credited to their accounts.
Dividends on fractional interests, as well as on full shares, of Common Stock
credited to their accounts will be reinvested in additional shares of Common
Stock which will be credited to participants' accounts.
d. Participants will avoid the need for safekeeping of stock certificates
for shares of Common Stock credited to their accounts.
e. Quarterly statements will be mailed to participants reflecting all
activity during the quarter, including purchases and latest balances, which will
simplify recordkeeping.
ADMINISTRATION
4. Who administers the Plan for participants?
PB&T will administer the Plan for participants, keep records, send
statements of account to participants and perform other duties related to the
Plan. PB&T will purchase shares of Common Stock from the Company. All
purchases of shares of Common Stock for the accounts of participants effected on
the open market will be accomplished through an "independent agent" (as defined
in Rule 10b-18 under the Exchange Act) to be selected by PB&T. Except as
permitted by Rule 10b-18, neither the Company nor PB&T shall exercise any direct
or indirect control or influence over the times when, or the prices at which,
such independent agent may purchase Common Stock for the Plan, the amounts to be
purchased, the manner in which the Common Stock is to be purchased, or the
selection of a broker or dealer (other than the independent agent itself)
through which purchases may be executed. Participants in the Plan shall have no
authority or power in these matters. See also the answer to Question 10.
Shares will be registered in the name of PB&T (or its nominee), as agent
for participants until a participant terminates participation in the Plan or
until a written request is received from such participant for issuance of a
stock
3
<PAGE>
certificate for all or a portion of shares held by PB&T for such participant, as
more fully explained in the answers to Questions 21, 22 and 25.
As record holder of shares of Common Stock held in participants' Plan
accounts, PB&T will receive dividends on all such shares held on the dividend
record date, will credit such dividends to participants' accounts on the basis
of full and fractional shares held in the accounts, and will automatically
reinvest all such dividends in additional shares of Common Stock.
PB&T also acts as dividend disbursing agent, transfer agent and registrar
for the Common Stock.
The Company may adopt and amend rules and regulations to facilitate
adoption of the Plan and has the right to replace PB&T as Plan administrator at
any time.
All correspondence concerning the Plan should be addressed to:
The Peoples Bank and Trust Company
P. O. Box 799
Selma, Alabama 36702-0799
Attn: Trust Department
or call (334) 875-1000.
PARTICIPATION
5. Who is eligible to participate?
All holders of record of at least 25 shares of Common Stock are eligible to
participate in the Plan and have cash dividends on all such shares automatically
reinvested, subject to the limitations set forth herein. In addition, such
holders who participate in the Plan will have the option to make cash purchases
of shares of Common Stock of not less than $100 per payment, up to a total of
$2,000 per quarter. If shares of Common Stock are registered in a name other
than the name of the beneficial owner (for instance, in the name of a broker or
bank nominee), then such shares must be transferred into the name of the
beneficial owner or appropriate arrangements must be made with the nominee in
order for the beneficial owner to participate in the Plan.
The right to participate in the Plan is not transferable to another person
apart from a transfer of a participant's underlying shares of the Common Stock.
Shareholders who reside in jurisdictions in which it is unlawful for the Company
to permit their participations are not eligible to participate in the Plan. The
Company also reserves the right to exclude shareholders who reside in
jurisdictions which require registration of the Common Stock or of the Company's
officers, directors or employees as agents in connection with sales pursuant to
the Plan, as more fully explained in the answer to Question 33.
6. How does an eligible shareholder participate?
An eligible shareholder of record may join the Plan at any time by
completing and signing an Authorization Card and returning it to PB&T.
Authorization Cards may be obtained at any time by request to PB&T at the
address and telephone number set forth in the answer to Question 4. Where such
shares are registered in more than one name (i.e., joint tenants, trustees,
etc.), all registered holders must sign.
7. What does the Authorization Card provide?
The Authorization Card directs PB&T to invest, in accordance with the Plan,
all cash dividends on all shares of Common Stock currently or subsequently
registered in the participant's name or credited to the participant's
4
<PAGE>
account under the Plan. A participant may also make optional cash payments for
the purchase of shares of Common Stock in accordance with the Plan.
Cash dividends on all of the shares of Common Stock (including fractional
interest in shares) held by PB&T for the participant's account under the Plan
will be reinvested in accordance with the Plan, including dividends on shares of
Common Stock purchased with optional cash payments.
The Authorization Card also appoints the Company to be agent for the
participant in connection with the Plan, directs the Company to make payment of
all of the participant's cash dividends, as specified by the participant, to
PB&T for application by PB&T to the purchase of shares of Common Stock in
accordance with the terms of the Plan, directs PB&T to apply any optional cash
payments the participant might make to the purchase of shares of Common Stock in
accordance with the terms of the Plan, and directs PB&T to reinvest all cash
dividends on shares of Common Stock held for the participant's account under the
Plan in accordance with the Plan.
8. When does reinvestment of cash dividends begin?
If the Authorization Card is properly completed and received by PB&T on or
before the record date for determining the holders of record entitled to a cash
dividend, the reinvestment of cash dividends will commence with that dividend
payment. If the Authorization Card is received after such record date, the
reinvestment of cash dividends will not start until payment of the next
succeeding dividend. Cash dividends on the Common Stock are normally paid
quarterly on the 15th day of the months of March, June, September and December
(which dates unless and until changed by the Company are referred to herein as
"normal dividend payment dates"), and the record dates for such dividend
payments are usually two to three weeks before the normal dividend payment
dates.
See also the answer to Question 10.
9. When can investment of optional cash purchases begin?
Optional cash purchases may be made when returning the Authorization Card
to PB&T or at any time thereafter, subject to the following limitations: all
optional cash payments received by PB&T at least two business days prior to the
record date and not more than 30 calendar days before any normal dividend
payment date for the Common Stock will be applied by PB&T to the purchase of
shares on such dividend payment date.
See also the answers to Questions 10, 13, 14 and 15.
PURCHASES
10. When will purchases be made under the Plan?
Shares of the Common Stock subject to the Plan will be purchased either on
the open market or directly from the Company, in which event such shares will be
either authorized but unissued shares or shares held in the treasury account of
the Company, or by a combination of the foregoing. Purchases of shares of the
Common Stock will be made on the relevant normal dividend payment date. Open
market purchases may be made in the over-the-counter market or on any securities
exchange where such shares are traded, or by negotiated transactions. Except as
permitted by Rule 10b-18 under the Exchange Act, neither the Company nor PB&T
shall exercise any direct or indirect control or influence over the times when,
or the prices at which, shares may be purchased, the manner in which the Common
Stock is to be purchased, or the selection of the broker or dealer (other than
an independent agent to be selected by PB&T) through which purchases may be
executed. For the purpose of making purchases, PB&T will commingle
participants' funds. Participants in the Plan shall have no authority or power
in these matters. See also the answer to Question 4.
5
<PAGE>
NO INTEREST WILL BE PAID ON DIVIDENDS PENDING REINVESTMENT OR ON OPTIONAL
CASH PAYMENTS PENDING INVESTMENT.
Cash dividends to be reinvested will be applied to the purchase of shares
of Common Stock on each normal dividend payment date. (See also the answer to
Question 8.)
Purchases of shares of Common Stock with optional cash purchases will be
made on the next normal dividend payment date for the Common Stock with optional
cash payments received by PB&T at least two business days prior to the record
date and not more than 30 calendar days prior to a normal dividend payment date.
(See also the answers to Questions 9, 13, 14 and 15.)
11. What will be the price of shares of Common Stock purchased under the
Plan?
The purchase price per share for shares of Common Stock purchased with
reinvested cash dividends and optional cash purchases will depend on whether
such shares are purchased on the open market or from the Company.
The price to participants for shares of Common Stock purchased on the open
market with reinvested cash dividends and optional cash purchases will be the
average of the purchase price(s) of the Company's Common Stock purchased for the
Plan, computed to three decimal places. The decision to purchase shares of
Common Stock on the open market will take into account general market conditions
and other relevant factors, and will be made at the sole discretion of PB&T.
The purchase price per share for shares of Common Stock purchased from the
Company with reinvested cash dividends and optional cash purchases will be the
average of the bid and asked prices per share, computed to three decimal places,
of Common Stock reported in The Wall Street Journal as the Nasdaq SmallCap
Market Issues for the 10 trading days immediately preceding the normal dividend
payment date. A "trading day" means a day on which the Nasdaq SmallCap Market
is open and for which trades in the Common Stock are reported.
If there is no trading in the shares of Common Stock for a significant time
prior to any such dividend payment date, the purchase price per share of Common
Stock shall be determined by the Company on the basis of such market quotations
as it shall deem appropriate. In no event, however, will shares of Common Stock
be sold by the Company under the Plan at less than the $.10 per share par value
of such shares.
If the Common Stock prices are misquoted or omitted, PB&T will directly
solicit this information from officials of Nasdaq or other informed independent
market sources.
12. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased for a participant on
any date of purchase depends on the amount of the participant's dividends to be
reinvested or optional cash payments (or both) and the purchase price per share
of Common Stock. The entire amount of the dividends being reinvested will be
used to purchase additional shares, except in the case of certain participants
subject to income tax withholding. The participant's account will be credited
with that number of shares, including fractional interests in shares computed to
three decimal places, which equals the total amount to be invested for the
participant on the date of purchase divided by the purchase price per share on
that date.
6
<PAGE>
OPTIONAL CASH PAYMENTS
13. How does the optional cash purchase option work?
Optional cash payments received by PB&T from a participant at least two
business days prior to the record date and not more than 30 calendar days prior
to any normal dividend payment date for the Common Stock will be applied to the
purchase of shares of Common Stock as of such normal dividend payment date, and
optional cash payments received by PB&T from a participant less than two
business days prior to the record date or more than 30 calendar days prior to a
normal dividend payment date will be returned to the participant. Such
purchases will be made as explained in the answer to Question 10. Cash
dividends payable on shares of Common Stock purchased for a participant's
account under the Plan with optional cash payments, as well as those purchased
with reinvested dividends, will be automatically reinvested in additional shares
of Common Stock.
14. How are optional cash payments made?
A participant may make optional cash payments at least two business days
prior to the record date but not more than 30 calendar days prior to a normal
dividend payment date. Each optional cash payment must be at least $100 and
such payments cannot, in any one calendar quarter, exceed a total of $2,000.
Any amount received of less than $100 or any excess over $2,000 per calendar
quarter will be returned as soon as practicable, and without interest, to the
participant, except as noted below.
Participants wishing to submit an optional cash payment in excess of the
allowable maximum quarterly amount may do so by first obtaining the specific
written approval of the Company. Requests for such approval should be directed
to the Company at the address and telephone number set forth in the answer to
Question 4. It is totally within the Company's discretion as to whether any
such approval for any payments in excess of the maximum quarterly amount will be
granted.
A participant may make an optional cash payment when enrolling in the Plan
by enclosing a check or money order, payable to the order of The Peoples Bank
and Trust Company, with the participant's Authorization Card. Thereafter,
optional cash payments may be made through the use of cash payment forms which
will be sent to participants periodically by PB&T. The same amount of money
need not be sent each quarter, and there is no obligation to make an optional
cash payment each quarter.
OPTIONAL CASH PAYMENTS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
15. When will optional cash payments be invested?
Optional cash payments will be invested on each normal dividend payment
date for the Common Stock, whether or not dividends are actually paid on such
date. (See the answer to Question 13.) Any change in the normal dividend
payment date for the Common Stock will cause a corresponding change in the date
of investment of optional cash payments. No investment of optional cash
payments will be made on a special dividend payment date for the Common Stock,
if any, or on any date other than a normal dividend payment date for the Common
Stock. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON OPTIONAL CASH PAYMENTS.
Participants are therefore urged to transmit optional cash payments so as to be
received by PB&T as close as possible to the normal dividend payment date for
the Common Stock, but no later than two business days prior to the record date
nor more than 30 calendar days prior to a normal dividend payment date so as to
be invested on such normal dividend payment date.
7
<PAGE>
16. Under what circumstances will optional cash payments be returned upon
request by the participant?
Optional cash payments will be returned to a participant upon written
request received by PB&T at any time prior to two business days before the
application of such optional cash payments to the purchase of shares of Common
Stock (which occurs on the normal dividend payment date for the Common Stock).
COSTS
17. Are there any out-of-pocket costs to participants in connection with
purchases under the Plan?
No. Participants will not be charged brokerage or commission fees or
service charges in connection with purchases of shares of Common Stock under the
Plan. All costs of administration of the Plan will be paid by the Company.
TAXES
18. What are the Federal income tax consequences of participation in the
Plan?
Participants in the Plan will be treated for Federal income tax purposes as
having received, on the normal dividend payment date, a cash dividend equal to
the fair market value on that date of the shares of Common Stock purchased with
reinvested dividends, rather than a dividend equal to the amount of the
reinvested cash dividend. Fair market value, for such purpose, will be as set
forth in the answer to Question 11, multiplied by the number of shares purchased
on that date. The same fair market value will be the tax basis of shares
purchased with reinvested dividends for purposes of determining gain or loss
upon the disposition of the shares on any subsequent date. The tax basis of
shares purchased with an optional cash payment will be the amount of such
optional cash payment.
The holding period for shares of Common Stock acquired under the Plan,
whether by reinvestment of dividends or by optional cash payments, will begin on
the day following the purchase of the shares.
A participant may realize a gain or loss when shares are sold or exchanged,
whether such sale or exchange is pursuant to a request to withdraw from the Plan
or after withdrawal from the Plan. A participant may also realize a gain or
loss if, upon withdrawal from the Plan, the participant receives a cash payment
for a fractional interest in a share credited to the participant's account. The
amount of such gain or loss will be the difference between the amount received
by the participant for the shares or fractional interest in a share and the tax
basis thereof.
As indicated in the answer to Question 19, each participant in the Plan
will receive statements of account on a quarterly basis. The statements
received at year end will indicate the fair market value of any shares purchased
with reinvested dividends and the amount of any optional cash payments invested
in additional shares. Consequently, those statements should be retained for tax
purposes.
The above tax information is provided only as a guide to participants in
the Plan. Participants are urged to consult their own tax advisers as to the
state and local tax consequences, as well as the Federal income tax
consequences, of participation in the Plan and subsequent disposition of shares
purchased pursuant to the Plan. The income tax consequences to a participant
not residing in the United States will vary from jurisdiction to jurisdiction.
8
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REPORTS TO PARTICIPANTS
19. What kinds of reports will be sent to participants in the Plan?
Participants will receive a statement of their accounts on a calendar
quarterly basis and upon a participant's withdrawal from the Plan or upon
termination of the Plan. These statements are a participant's continuing record
of current activity and cost of purchases, and should be retained by the
participant as an ongoing statement of his account under the Plan and for income
tax purposes. In addition, each participant will receive copies of other
communications sent to the holders of the Common Stock generally, including the
Company's Quarterly Reports, Annual Reports, Notices of Annual Meetings and
Proxy Statement, and income tax information for reporting dividends paid.
DIVIDENDS
20. Will participants be credited with dividends on shares, including
fractional interests in shares, held in their accounts under the Plan?
Yes. The Company pays cash dividends, as declared, to the record holders
of all of its shares of Common Stock. As a record holder for participants, PB&T
(or its nominee) will receive dividends for all shares held under the Plan on
the record date. PB&T will credit such dividends to participants on the basis
of full and fractional interests in shares held in their accounts and will
reinvest such dividends in additional shares under the Plan.
CERTIFICATES FOR SHARES
21. Will certificates be issued for shares purchased?
Shares purchased pursuant to the Plan will be credited to each
participant's account, but certificates will not be issued to a participant
unless the participant requests PB&T in writing to do so, or unless the
participant's account is terminated. This service eliminates the need for
safekeeping by participants to protect against loss, theft or destruction of the
stock certificates.
At any time, a participant may request in writing that PB&T send a
certificate for all or any part of the whole shares credited to the
participant's account. This request should be submitted to PB&T at the address
set forth in the answer to Question 4. Any remaining whole shares and
fractional interest in a share will continue to be credited to the participant's
account. Certificates for fractional interests will not be issued under any
circumstances. Requests will be handled without charge.
Upon the issuance of a certificate for whole shares credited to a
participant's account, dividends on the shares evidenced by such certificate
will continue to be automatically reinvested under the Plan.
Certificates for fractional shares will not be issued under any
circumstances.
22. In whose name will certificates for shares be registered when issued?
The account for each participant will be maintained by PB&T in the
participant's name as shown on the Company's shareholder records at the time the
participant enters the Plan. When issued to a participant upon written request
or withdrawal, certificates for full shares will be registered in such name.
Any participant who wants shares registered and issued in a different name
must indicate such in a written request bearing his signature which has been
guaranteed by a commercial bank or member of the New York Stock Exchange. Since
this would constitute reregistration, the participant would be responsible for
any transfer taxes that may be due and for compliance with any other applicable
requirements.
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WITHDRAWAL FROM THE PLAN
23. When may a participant withdraw from the Plan?
Participation in the Plan is entirely voluntary, and a participant may
request to withdraw from the Plan at any time by notifying PB&T in writing at
the address set forth in the answer to Question 4. If the request for
withdrawal is received on or after the record date for a dividend and before the
normal dividend payment date, the cash dividends and any optional cash payments
scheduled to be invested on the normal dividend payment date will be so invested
and the request for withdrawal will be processed as promptly as possible
following such normal dividend payment date.
Any subsequent dividends will be paid to the participant by check, unless
the participant reenrolls in the Plan, which may be done at any time.
24. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must submit a signed
request for withdrawal to PB&T at the address set forth in the answer to
Question 4. Withdrawal forms will be provided to participants as a part of
their statements reporting the purchases of shares of Common Stock under the
Plan.
25. What happens to the shares of Common Stock credited to a participant's
account when the participant withdraws from the Plan?
Upon withdrawal, the participant will receive stock certificates for full
shares held in the participant's account, plus a check for the value of any
fractional interest (determined on the basis of the average of the bid and asked
prices of the Common Stock reported in The Wall Street Journal as the Nasdaq
SmallCap Market Issues for the 10 trading days immediately preceding the day the
request for withdrawal is received by PB&T), and the participant's account will
be closed.
26. What happens when a participant sells or transfers all of the shares
of Common Stock registered in the participant's own name?
If a participant disposes of all the shares of Common Stock registered in
the participant's own name, PB&T will, unless otherwise instructed by the
participant through a written request for withdrawal, continue to reinvest the
dividends on the shares of Common Stock credited to the participant's account
under the Plan as long as there are at least 25 shares of Common Stock credited
to the participant's account under the Plan. If there are not at least 25
shares so credited, the participant will receive stock certificates for full
shares held in the participant's account, plus a check for the value of any
fractional interest (determined on the basis of the average of the bid and asked
prices of the Common Stock reported in The Wall Street Journal as the Nasdaq
SmallCap Market Issues for the 10 trading days immediately preceding the day the
termination is processed), and the participant's account will be closed.
27. What happens when a participant sells or transfers some, but not all,
of the shares registered in the participant's name?
If a participant is reinvesting the cash dividends on the shares registered
in the participant's name and disposes of a portion of such shares, PB&T will
continue to reinvest dividends on the remainder of the shares registered in the
participant's name.
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OTHER INFORMATION
28. Can participants pledge or assign shares credited to their accounts?
Shares in participants' accounts may not be pledged, assigned or otherwise
encumbered unless withdrawn from the accounts. If a participant wishes to
pledge or assign such shares, he must first withdraw from the Plan.
29. What happens if the Company issues a stock dividend, has a stock split
or has a rights offering?
Any dividend or split payable in Common Stock or any shares otherwise
distributed by the Company with respect to shares of Common Stock credited to a
participant's account will be added to the participant's account.
In a normal rights offering, a participant will receive rights based upon
the total number of whole shares owned; that is, the total number of shares
registered in the name of the participant and the total number of whole shares
credited to the account of the participant.
30. How will a participant's shares held for the participant's account
under the Plan be voted at shareholders' meetings?
Each participant will be entitled to direct PB&T as to the manner in which
voting rights of the whole shares of Common Stock credited to the participant's
account under the Plan are to be exercised. A proxy card will be sent to each
participant in connection with each meeting of shareholders, as in the case of
shareholders not participating in the Plan. A participant or his duly appointed
representative may also attend such meeting and vote his whole shares of Common
Stock. For the purposes of applying these voting provisions, fractional shares
under the Plan will not be considered.
31. What are the responsibilities of the Company and PB&T under the Plan?
Neither the Company nor PB&T will be liable under the Plan for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon the participant's death prior to receipt of notice in
writing of such death, the prices at which shares are purchased or sold for a
participant's account, the times when purchases or sales are made, or
fluctuations in the market value of the Common Stock.
Neither the Company nor PB&T and their agents shall have any responsibility
beyond the exercise of ordinary care for any action taken or method in
connection with the Plan, nor shall they have any duties, responsibilities or
liabilities except as expressly set forth herein.
Each participant should recognize that neither PB&T nor the Company can
assure the participant of a profit or protect the participant against a loss on
the shares of Common Stock purchased under the Plan. No provision in the Plan
shall be construed as any assurance by the Company that dividends will be
declared or, if declared, that they will continue to be declared by the Board of
Directors in the future.
32. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. The Company
also reserves the right to make amendments or modifications to the Plan at any
time. Any such suspension, termination, amendment or modification will be
announced to both participating and nonparticipating shareholders. Any
amendment or modification shall conclusively be deemed to
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<PAGE>
be accepted by the participant unless, prior to the effective date thereof, PB&T
receives written notice of the termination of his account. PB&T reserves the
right to resign at any time.
Upon a termination of the Plan, any uninvested optional cash payments will
be returned, a certificate for whole shares credited to a participant's account
will be issued, and a cash payment will be made for any fractional interest
credited to the participant's account. The amount of such cash payment will be
determined on the basis of the average of the bid and asked prices of the Common
Stock reported in The Wall Street Journal as the Nasdaq SmallCap Market Issues
for the 10 trading days immediately preceding the day set forth in the notice of
termination.
33. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the operation of the Plan. The Plan
will be governed by and construed in accordance with the laws of the State of
Alabama, except to the extent that Federal law shall be deemed to apply. The
Company will make reasonable efforts to comply with the securities laws of all
states in the United States in which eligible shareholders reside. However, no
such person will be offered or receive Common Stock under the Plan who resides
in a foreign country or who resides in a state of the United States with respect
to which any or all of the following apply: (i) a small number of persons
otherwise eligible to participate in the Plan reside in such state or foreign
country; (ii) the offer or sale of Common Stock under the Plan to such person
would require the Company or its officers, directors or employees to register,
under the securities laws of such state, as a broker, dealer, salesman or agent
or to register or otherwise qualify its securities for sale in such state or
foreign country; and (iii) such registration or qualification would be
impractical for reasons of cost or otherwise.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
shares of Common Stock that ultimately may be sold pursuant to the Plan, or the
prices at which such shares will be sold. However, the Company proposes to use
the net proceeds from the sale of shares of Common Stock pursuant to the Plan,
when and as received, for general corporate purposes, which may include
contributions to PB&T to increase PB&T's capital and permit additional growth in
PB&T's assets. The Company is unable to indicate the amount of the proceeds
that will be devoted to any particular purpose.
DESCRIPTION OF CAPITAL STOCK
The following discussion is not intended to be complete and is qualified in
its entirety by reference to the Company's Articles of Incorporation and Bylaws
and to the 1994 Alabama Business Corporation Act.
CAPITAL STOCK
Authorized Capital. The Company's Articles of Incorporation authorize
4,000,000 shares of Common Stock, par value $.10 per share, and 1,000,000 shares
of Preferred Stock, par value $.10 per share. The Board of Directors is
permitted to issue shares of Preferred Stock from time to time and in one or
more series, to specify the number of shares of such series and to determine the
applicable designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions and dividends, redemption
privileges, and qualifications within the limits established by law from time to
time.
As of May 31, 1995, 1,743,838 shares of Common Stock were issued and
outstanding. No shares of Preferred Stock are presently outstanding.
The flexibility to issue shares of any class or series could provide
further deterrence to takeover attempts, even if such attempts were beneficial
to shareholders, by affecting the ability of any given person or group to remove
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incumbent officers and directors, to change the Company's corporate structure,
or otherwise to control the Company. The Board of Directors believes that this
authority is desirable and beneficial to the Company and its shareholders.
Redemption and Retirement. Under Alabama law and the Articles of
Incorporation, the Company is permitted to acquire shares of its own stock to
the extent of unreserved and unrestricted capital.
Dividends. Alabama law permits the payment of dividends unless the
corporation would not be able to pay its indebtedness as the indebtedness
becomes due in the usual course of business or the corporation's total assets
would be less than the sum of the corporation's total liabilities plus, unless
the articles of incorporation permit otherwise, the amount that would be needed,
if the corporation were to be dissolved at the time of such dividends, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights on dissolution are superior to those receiving the
dividends. The holders of Common Stock are entitled to share ratably in
dividends when and as declared by the Board of Directors.
SHAREHOLDERS
Voting Rights. Each holder of Common Stock has one vote, for all purposes
to be voted upon by shareholders, for each share held. The Articles of
Incorporation provide that there shall be no cumulative voting by shareholders
of any class or series in the election of directors of the Company.
Preemptive Rights. The Articles of Incorporation disallow any shareholder
any preemptive right to subscribe for any additional shares of Common Stock or
other securities of the Company.
Assessment and Redemption. The shares of Common Stock purchased pursuant
to and in accordance with the terms of the Plan will be fully paid and
nonassessable. The shares of Common Stock do not have any redemption
provisions.
Liquidation Rights. In the event of the Company's liquidation, dissolution
or winding up of its business, whether voluntary or involuntary, the holders of
Common Stock will be entitled to share ratably in any of its net assets or funds
which are available for distribution to such shareholders.
CERTAIN RESTRICTIONS ON ACQUISITION OF THE COMPANY AND ITS CAPITAL STOCK
The Articles of Incorporation of the Company provide that the Board of
Directors may, if it deems it advisable, oppose a tender or other offer for the
Company's securities, whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an offer, the
Board of Directors may, but it is not legally obligated to, consider any
pertinent issue including, but not limited to, the following: (a) whether the
offer price is acceptable based on the historical and present operating results
or financial condition of the Company; (b) whether a more favorable price could
be obtained for the Company's securities in the future; (c) the impact which an
acquisition of the Company would have on the employees, depositors and customers
of the Company and its subsidiaries and the communities which they serve; (d)
the reputation and business practices of the offeror and its management and its
affiliates as they would effect the employees, depositors and customers of the
Company and its subsidiaries and the future value of the Company's stock; (e)
the value of the securities (if any) which the offeror is offering in exchange
for the Company's securities; and (f) any antitrust or other legal and
regulatory issues that are raised by the offer. The Articles of Incorporation
further provide that if the Board of Directors determines an offer should be
rejected, it may take any lawful action to accomplish its purpose.
The Articles of Incorporation presently authorize the issuance of up to
4,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
Unissued shares may be issued upon a resolution of the Board of Directors.
Although the Board of Directors has no present intention of doing so, shares of
authorized and unissued Common
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Stock or Preferred Stock could be issued in one or more transactions that would
make more difficult, and thus less likely, an acquisition of control of the
Company.
Under the Bank Holding Company Act of 1956 (the "BHC Act"), any company
(which is defined to include corporations, partnerships, associations and
certain trusts) must obtain approval of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") prior to acquiring control of the
Company or PB&T. For purposes of the BHC Act, "control" is defined as ownership
of more than 25% of any class of voting securities of the Company or PB&T, the
ability to control the election of a majority of the directors, or the exercise
of a controlling influence over management or policies of the Company or PB&T.
The Change in Bank Control Act of 1978 (the "Control Act") and regulations
of the Federal Reserve Board thereunder require any person or persons acting in
concert (except for companies required to make application under the BHC Act),
to file a written notice with the Federal Reserve Board before such person or
persons may acquire control of the Company or PB&T. The Control Act defines
"control" as the power, directly or indirectly, to vote 25% or more of any of
voting securities or to direct the management or policies of a bank holding
company or an insured bank.
The foregoing provisions may make it difficult or impossible for companies
or persons to acquire control of the Company and may result in the deterrence of
tender offers or other offers to the Company or its shareholders.
LEGAL OPINION
The validity of the shares of the Common Stock being offered hereby has
been passed upon for the Company by Housley Goldberg Kantarian & Bronstein,
P.C., Washington, D.C.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and 1993, and for each of the years in the three-year period ended December
31, 1994, have been incorporated by reference herein in reliance upon the report
of Coopers & Lybrand L.L.P., independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 10-2B-8.51 of the 1994 Alabama Business Corporation Act authorizes
the indemnification of directors and officers of corporations organized
thereunder in certain circumstances. In addition, Section 10-2B-8.52 provides
that an Alabama corporation shall indemnify a director who was successful, on
the merits or otherwise, in the defense of any proceeding, or of any claim,
issue or matter in such proceeding, where he or she was a party because he or
she is or was a director of the corporation, against reasonable expenses
incurred in connection therewith. Section 10-2B-8.56 provides that an officer
of an Alabama corporation who is not a director is entitled to mandatory
indemnification under Section 10-2B-8.52 to the same extent as a director.
Article VIII, Paragraph 8.5(a) of the Company's Articles of Incorporation
provides for indemnification of directors, officers, employees and agents of the
Company to the full extent permissible under Alabama or other relevant law
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
claims, actions, suits or proceedings.
Article VIII, Paragraph 8.5(c) of the Company's Articles of Incorporation
provides that a director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for any action taken, or any
failure to take any action, as a director, except liability for (i) the amount
of a financial benefit received by a director to which he or she is not
entitled; (ii) an intentional infliction of harm on the Company or the
shareholders; (iii) a violation of Section 10-2B-8.33 of the 1994 Alabama
Business Corporation Act ("Liability for Unlawful Distributions"); (iv) an
intentional violation of criminal law; or (v) a breach of the director's duty of
loyalty
14
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to the Company or its shareholders. If the 1994 Alabama Business Corporation
Act or other Alabama law is amended or enacted after the date of filing of
Paragraph 8.5(c) to further eliminate or limit the personal liability of
directors, then the liability of a director of the Company shall be eliminated
or limited to the fullest extent permitted by the 1994 Alabama Business
Corporation Act, as so amended, or such other Alabama law. Any repeal or
modification of Paragraph 8.5(c) by the shareholders of the Company shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification.
Directors and officers liability insurance has also been obtained by the
Company, the effect of which is to indemnify the directors and officers of the
Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
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================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................... 1
Incorporation of Certain Documents
by Reference............................. 1
The Peoples BancTrust Company, Inc......... 2
Dividend Reinvestment and Stock
Purchase Plan............................ 2
Use of Proceeds............................ 12
Description of Capital Stock............... 12
Legal Opinion.............................. 14
Experts.................................... 14
Indemnification of Officers and Directors.. 14
</TABLE>
---------------------------
================================================================================
THE PEOPLES BANCTRUST
COMPANY, INC.
200,000 SHARES
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
----------
PROSPECTUS
----------
FOR STOCK TO BE ISSUED UNDER
THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
JULY 10, 1995
================================================================================
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee............. $ 1,104
* Printing and Wordprocessing...... 3,000
* Legal fees and expenses.......... 10,000
* Accounting fees and expenses..... 6,000
* Blue Sky filing fees and expenses
(counsel fees).................. 1,850
* Other expenses................... 1,046
-------
Total............................ $23,000
=======
</TABLE>
- - -------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation generally provide for
indemnification to the extent authorized by applicable law. Division E of the
1994 Alabama Business Corporation Act sets forth circumstances under which
directors and officers of the Company may be insured or indemnified against
liability which they may incur in their capacities:
DIVISION E. INDEMNIFICATION
10-2B-8.50 DEFINITIONS. - In Division E of this Article 8:
(1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means (i) when used with respect to a
director, the office of director in a corporation; and (ii) when used with
respect to an individual other than a director, as contemplated in Section 8.56,
the office in a corporation held by an officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan, or
other enterprise.
(6) "Party" includes an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding.
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(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.
10-2B-8.51 AUTHORITY TO INDEMNIFY. (a) Except as provided in
subsection (d), a corporation may indemnify an individual made a party to a
proceeding because he or she is or was a director against liability incurred in
the proceeding if:
(1) The individual conducted himself or herself in good faith; and
(2) The individual reasonably believed:
(i) In the case of conduct in his or her official capacity
with the corporation, that the conduct was in its best
interests; and
(ii) In all other cases, that the conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the participants
in, and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation;
or
(2) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her
capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by him or her.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
10-2B-8.52 MANDATORY INDEMNIFICATION. A corporation shall indemnify a
director who was successful, on the merits or otherwise, in the defense of any
proceeding, or of any claim, issue or matter in such proceeding, where he or she
was a party because he or she is or was a director of the corporation, against
reasonable expenses incurred in connection therewith, notwithstanding that he or
she was not successful on any other claim, issue or matter in any such
proceeding.
10-2B-8.53 ADVANCE FOR EXPENSES. (a) A corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of
good faith belief that he or she has met the standard of conduct described
in Section 8.51;
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(2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it
is ultimately determined that the director did not meet the standard of
conduct, or is not otherwise entitled to indemnification under Section
8.51(d), unless indemnification is approved by the court under Section
8.54;
(3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under Division E of
this article.
(b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
(c) Determination and authorizations of payments under this section shall
be made in the manner specified in Section 8.55.
10-2B-8.54 COURT-ORDERED INDEMNIFICATION. A director of the corporation
who is a party to a proceeding may apply for indemnification to the court
conducting the proceedings, or may file an action therefor in another court of
competent jurisdiction if such court has jurisdiction over the corporation and
the corporation is a party to the proceeding. On receipt of such an application
or the filing of such an action, the court after giving any notice it considers
necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under Section
8.52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or
(2) The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not he or she met the
standard of conduct set forth in Section 8.51 or was adjudged liable as
described in Section 8.51(d), but if he or she was adjudged so liable the
indemnification is limited to reasonable expenses incurred.
10-2B-8.55 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (a) A
corporation may not indemnify a director under Section 8.51 unless authorized in
the specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has met
the standard of conduct set forth in Section 8.51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate) consisting solely of
two or more directors not at the time parties to the proceeding;
(3) By special legal counsel;
(i) Selected by the board of directors or its committee in the
manner prescribed in subdivision (1) or (2); or
(ii) If a quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be designated under
subdivision (2), selected by majority vote of the full board of
directors (in which selection directors who are parties may
participate); or
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(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not
be voted on the determination. A majority of the shares that are entitled
to vote on the transaction by virtue of not being owned by or under the
control of such directors constitutes a quorum for the purpose of taking
action under this section.
(c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.
10-2B-8.56 INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. (a) An
officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 8.52, and is entitled to apply for court-ordered
indemnification under Section 8.54, in each case to the same extent as a
director.
(b) A corporation may indemnify and may advance expenses under Division E
of this article to an officer, employee, or agent of the corporation who is not
a director to the same extent as to a director.
10-2B-8.57 INSURANCE. A corporation may purchase and maintain insurance,
or furnish similar protection (including but not limited to trust funds, self-
insurance reserves, or the like), on behalf of an individual who is or was a
director, officer, employee, or agent of the corporation, or who, while a
director, officer, employee, or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture trust, employee benefit plan, or other enterprise, against
liability asserted against or incurred by him or her in that capacity or arising
from his or her status as a director, officer, employee or agent, whether or not
the corporation would have power to indemnify him or her against the same
liability under Section 8.51 or 8.52.
10-2B-8.58 APPLICATION OF INDEMNIFICATION PROVISIONS. (a) Any
indemnification, or advance for expenses, authorized under Division E of this
article shall not be deemed exclusive of and shall be in addition to that which
may be contained in a corporation's articles of incorporation, bylaws, a
resolution of its shareholders or board of directors, or in a contract or
otherwise.
(b) Division E of this article does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent to the proceeding.
ITEM 16. EXHIBITS.
The exhibits filed as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.1 The Peoples BancTrust Company, Inc. Dividend Reinvestment and Stock
Purchase Plan is set forth in full in the Prospectus, to which
reference is made.
4.2 Dividend Reinvestment and Stock Purchase Plan Authorization Card.
4.3 Form of Common Stock Certificate.
5 Opinion of Housley Goldberg Kantarian & Bronstein, P.C., with respect
to the validity of the Common Stock being registered.
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
23.1 Consent of Coopers & Lybrand L.L.P., independent auditors.
23.2 Consent of Housley Goldberg Kantarian & Bronstein, P.C. (Contained in
their opinion filed as Exhibit 5 hereto).
24 Power of Attorney of certain directors and officers of the Company
(Included in the signature pages to this Registration Statement).
99 Letter to Shareholders.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Selma, Alabama, as of June 30, 1995.
THE PEOPLES BANCTRUST COMPANY, INC.
By: /s/ Richard P. Morthland
-----------------------------------------------
Richard P. Morthland
Director, President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons, in
the capacities indicated, as of June 30, 1995.
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Richard P. Morthland our true and lawful
attorney and agent, to do any and all things in our names in the capacities
indicated below which said person may deem necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-3 relating to the offering
of the registrant's Common Stock, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below the registration statement and any all amendments (including post-
effective amendments) thereto; and we hereby approve, ratify and confirm all
that said person shall do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Richard P. Morthland Director, President and Chief Executive Officer
- - ------------------------------ (Principal Executive Officer and Director)
Richard P. Morthland
/s/ Virginia L. Sellers Treasurer
- - ------------------------------ (Principal Financial and Accounting Officer)
Virginia L. Sellers
/s/ Julius R. Brown Director
- - ------------------------------
Julius R. Brown
/s/ Clyde B. Cox, Jr. Director
- - ------------------------------
Clyde B. Cox, Jr.
/s/ Harry W. Gamble, Jr. Director
- - ------------------------------
Harry W. Gamble, Jr.
/s/ Ted M. Henry Director
- - ------------------------------
Ted M. Henry
/s/ Elam P. Holley, Jr. Director
- - ------------------------------
Elam P. Holley, Jr.
/s/ A. D. Lovelady Director
- - ------------------------------
A.D. Lovelady
/s/ James A. Minter, III Director
- - ------------------------------
James A. Minter, III
/s/ C. Ernest Smith Director
- - ------------------------------
C. Ernest Smith
/s/ Julius E. Talton Director
- - ------------------------------
Julius E. Talton
/s/ Clinton S. Wilkinson, Jr. Director
- - ------------------------------
Clinton S. Wilkinson, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
Exhibit Description Number
- - ---------- ----------- ------
<C> <S> <C>
Exhibit 4.1 The Peoples BancTrust Company, Inc. Dividend Reinvestment and Stock
Purchase Plan is set forth in full in the Prospectus, to which
reference is made.
Exhibit 4.2 Dividend Reinvestment and Stock Purchase Plan Authorization Card.
Exhibit 4.3 Form of Common Stock Certificate.
Exhibit 5 Opinion of Housley Goldberg Kantarian & Bronstein, P.C. with
respect to the validity of the Common Stock being registered.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P., independent auditors.
Exhibit 23.2 Consent of Housley Goldberg Kantarian & Bronstein, P.C. (Contained
in their opinion filed as Exhibit 5 hereto).
Exhibit 24 Power of Attorney of certain directors and officers of the
Registrant (Included in the signature pages to this Registration
Statement).
Exhibit 99 Letter to Shareholders.
</TABLE>
<PAGE>
EXHIBIT 4.2
THE PEOPLES BANCTRUST COMPANY, INC.
P.O. BOX 799 * SELMA, ALABAMA 36702-0799
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD
RETURN THIS CARD ONLY IF YOU WISH TO PARTICIPATE
Phone (H) ------------------- (W) --------------------
I/We hereby elect to participate in The Peoples BancTrust Company,
Inc. Dividend Reinvestment and Stock Purchase Plan ("Plan") and appoint The
Peoples BancTrust Company, Inc. (the "Company") as my/our agent, subject to the
terms and conditions of the Plan set forth in the Prospectus.
I/We want all cash dividends payable on shares of Common Stock of the
Company currently or subsequently registered in my/our name(s) or credited to
my/our account under the Plan to be applied towards the purchase of shares of
Common Stock of the Company under the terms of the Plan.
I/We understand that I/we also may make optional cash payments for the
purchase of shares of Common Stock of the Company under the terms of the Plan.
I/We understand that all dividends payable under the Plan in the form
of Common Stock dividends and all purchases made with my/our optional cash
payments will be subject to the terms and conditions of the Plan, and that I/We
can terminate this authorization at any time. I/We further understand that
nothing in this Authorization Card or the Plan is to be construed as implying or
guaranteeing that dividends will necessarily be declared by the Board of
Directors of the Company in the future.
This authorization and appointment is given with the understanding
that I/we may terminate it at any time by notifying the Company or its
designated representative in writing.
This is NOT a PROXY
[LABEL WITH EXACT REGISTRATION]
All persons whose names appear above must sign this
authorization. If shares are held jointly, each shareholder must sign.
- - --------------------------------------------------------------------------------
SHAREHOLDER SIGNATURE DATE
- - --------------------------------------------------------------------------------
SHAREHOLDER SIGNATURE DATE
(A self-addressed envelope is enclosed for your convenience.)
<PAGE>
EXHIBIT 4.3
PEOPLE MAKE THE DIFFERENCE
NUMBER ____ THE PEOPLES BANCTRUST COMPANY, INC. _____ SHARES
Selma, Alabama
INCORPORATED UNDER THE LAWS OF THE STATE OF ALABAMA SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT IS THE OWNER OF
CUSIP: 709796 10 6
fully paid and nonassessable shares of common stock, par value $.10
per share, of
The Peoples BancTrust Company, Inc. (the "Company"), an Alabama corporation.
The shares represented by this certificate are transferable only on the stock
transfer books of the Company by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Company's transfer agent and registrar.
IN WITNESS WHEREOF, the Company has caused this certificate to be executed by
the facsimile signature of its duly authorized officers and has caused a
facsimile of its corporate seal to be hereunto affixed.
DATED:
Secretary President
THE PEOPLES BANCTRUST COMPANY, INC.
Selma
[SEAL]
ALABAMA
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
The shares represented by this certificate are issued subject to all the
provisions of the Articles of Incorporation and Bylaws of The Peoples BancTrust
Company, Inc. (the "Company") as from time to time amended (copies of which are
on file at the principal executive offices of the Company), to all of which the
holder by acceptance hereof assents.
The Company will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each series so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
Abbreviations: Meanings:
TEN COM -- As tenants in common
JT TEN -- As joint tenants with right of survivorship and not as tenants in
common
________________________ _________________________
(Name of Custodian) (Name of Custodian)
Custodian ______________________ As custodian for _________________________
(Minor) (Name of Minor)
Unif. Gift Min Act ________________ Under the ____________________
(State) (Name of State)
Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list.
For value received,__________________________________________________________
hereby sell, assign and transfer unto __________________________ Shares of the
Common Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ____________________________________ Attorney to
transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.
Dated ______________________
__________________________
__________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Certificate, in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
EXHIBIT 5
July 10, 1995
Board of Directors
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
RE: The Peoples BancTrust Company, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to The Peoples BancTrust Company, Inc.
(the "Company") in connection with the preparation of the Registration Statement
on Form S-3 (the "Registration Statement") filed on the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 200,000 shares of common stock, par value $.10 per share ("Common
Stock"), of the Company which may be offered under the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), as more fully described in
the Registration Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of laws as we have
deemed necessary for purposes of this opinion, and based thereon, we are of the
opinion that the Common Stock to be issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable, provided that the price paid for such Common Stock is not less
than the par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is part of the Registration Statement.
Very truly yours,
HOUSLEY GOLDBERG KANTARIAN & BRONSTEIN, P.C.
By: /s/ Edward B. Crosland, Jr.
---------------------------------
Edward B. Crosland, Jr.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of The Peoples BancTrust Company, Inc. on Form S-3 of our report dated January
27, 1995, on our audits of the consolidated financial statements and financial
statement schedules of The Peoples BancTrust Company, Inc. as of December 31,
1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which
report is included in The Peoples BancTrust Company, Inc. Annual Report on Form
10-K. We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P
----------------------------------------
Coopers & Lybrand L.L.P.
Birmingham, Alabama
July 5, 1995
<PAGE>
EXHIBIT 99
[The Peoples BancTrust Company, Inc. letterhead]
July 10, 1995
Dear Shareholder:
The Peoples BancTrust Company, Inc. (the "Company") is pleased to provide
you with the enclosed Prospectus describing its Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
The Plan is completely voluntary. You may terminate your participation at
any time. If you wish to participate in the Plan, return the enclosed
Authorization Card. If you decide not to participate in the Plan, no action is
necessary, and you will continue to receive your dividends as declared by the
Company.
If you decide to participate, cash dividends on all of the shares
registered in your name or which are kept in your account under the Plan will be
automatically reinvested to purchase additional shares of Common Stock. A
participant in the Plan may also obtain additional shares of Common Stock by
making optional cash purchases. You will pay no service charges or brokerage
commissions for Common Stock purchased under the Plan. Following the payable
date of each dividend, each participant will receive a statement of his/her
account showing particulars of the transaction.
The accompanying Prospectus presents the details of the Plan. Please read
this material carefully as it should answer most questions you may have about
the Plan. If you have additional questions, please call us at (334) 875-1000.
Sincerely,
Richard P. Morthland
President and Chief Executive Officer
