<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE PEOPLES BANCTRUST COMPANY, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE PEOPLES BANCTRUST COMPANY, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
March 20, 1995
Dear Shareholder:
We invite you to attend the 1995 Annual Meeting of the Shareholders of The
Peoples BancTrust Company, Inc. to be held at the main office of The Peoples
Bank and Trust Company, 310 Broad Street, Selma, Alabama on Tuesday, April 11,
1995 at 6:30 p.m.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. Also enclosed is the
Annual Report showing the results of 1994.
YOUR VOTE IS IMPORTANT. On behalf of the Board of Directors, we urge you
to sign, date and return the enclosed proxy as soon as possible, even if you
currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the Annual Meeting.
If you have any questions, please call the Company's Secretary, Elam P.
Holley, Jr., or me at (334) 875-1000.
Thank you for your cooperation and continuing support.
Sincerely,
/s/ Richard P. Morthland
------------------------
Richard P. Morthland
President
and Chief Executive Officer
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON APRIL 11, 1995
NOTICE IS HEREBY GIVEN that the 1995 annual meeting of the shareholders
(the "Annual Meeting") of The Peoples BancTrust Company, Inc. (the "Company")
will be held on Tuesday, April 11, 1995 at 6:30 p.m., local time, at the main
office of The Peoples Bank and Trust Company, 310 Broad Street, Selma, Alabama
for the following purposes:
(1) To elect eleven directors of the Company to serve until the next
annual meeting of the shareholders;
(2) To consider and vote upon a proposed new Article VI of the Articles of
Incorporation to provide that (i) the number of directors shall not be
less than three nor more than 18, as fixed by the Board of Directors;
(ii) vacancies in the Board of Directors, however caused, and newly
created directorships shall be filled by a vote of two-thirds of the
directors then in office; and (iii) a director may only be removed for
cause and only by the affirmative vote of the shareholders at a
meeting called for that purpose;
(3) To consider and vote upon a proposed amendment to Article VIII of the
Articles of Incorporation to include therein a provision that
eliminates or limits a director's personal liability for monetary
damages for breach of his or her fiduciary duty of care, subject to
certain limitations; and
(4) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on March 13, 1995 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Common Stock of record at the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
In the event that there are not sufficient votes to approve any one or more
of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies by the
Company.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and mail it in the enclosed envelope. The
proxy will not be used if you attend and choose to vote in person at the Annual
Meeting.
By Order of the Board of Directors
/s/ Elam P. Holley, Jr.
-----------------------
ELAM P. HOLLEY, JR.
Secretary
Selma, Alabama
March 20, 1995
- - --------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE THAT REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
- - --------------------------------------------------------------------------------
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
____________________
PROXY STATEMENT
ANNUAL MEETING OF THE SHAREHOLDERS
APRIL 11, 1995
____________________
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to shareholders of The Peoples BancTrust
Company, Inc. ("Peoples" or the "Company") in connection with the solicitation
by the Board of Directors of Peoples of proxies to be used at the annual meeting
of the shareholders (the "Annual Meeting"), to be held on Tuesday, April 11,
1995 at 6:30 p.m., local time, at the main office of The Peoples Bank and Trust
Company (the "Bank"), 310 Broad Street, Selma, Alabama and at any adjournments
thereof. It is anticipated that this Proxy Statement will be mailed to
shareholders on or about March 20, 1995.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR PROPOSAL 1 TO ELECT THE ELEVEN
NOMINEES OF PEOPLES' BOARD OF DIRECTORS AS DIRECTORS OF THE COMPANY, FOR
PROPOSAL 2 TO APPROVE A NEW ARTICLE VI OF THE ARTICLES OF INCORPORATION, AND FOR
PROPOSAL 3 TO APPROVE AN AMENDMENT TO ARTICLE VIII OF THE ARTICLES OF
INCORPORATION. Proxies marked as abstentions and shares held in street name
which have been designated by brokers on proxies as not voted will not be
counted as votes cast. Such proxies will be counted for purposes of determining
a quorum at the Annual Meeting. Except for procedural matters incident to the
conduct of the Annual Meeting, the Company does not know of any other matters
that are to come before the Annual Meeting. If any other matters are properly
brought before the Annual Meeting, the persons named in the accompanying proxy
will vote the shares represented by such proxies on such matters as determined
by a majority of the Board of Directors.
The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. However, shareholders may revoke a proxy at
any time prior to its exercise by filing with the Secretary of the Company, Elam
P. Holley, Jr., a written notice of revocation, by delivering to the Company a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
The cost of soliciting proxies will be borne by Peoples. In addition to
the solicitation of proxies by mail, the Company through its directors, officers
and regular employees, may also solicit proxies personally or by telephone or
telegraph. The Company will also request persons, firms and corporations
holding shares in their names or in the name of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
such beneficial owners and will reimburse such holders for their reasonable
expenses in doing so.
The securities which can be voted at the Annual Meeting consist of shares
of Common Stock of the Company. Each share entitles its owner to one vote on
all matters. The close of business on March 13, 1995 has been fixed by the
Board of Directors as the record date for determination of shareholders entitled
to vote at the Annual Meeting; there were approximately 787 record holders of
the Company's Common Stock as of such date. The number of shares of Common
Stock outstanding on March 13, 1995 was 871,919. The presence, in person or by
proxy, of at least a majority of the total number of outstanding shares of
Common Stock is necessary to constitute a quorum at the Annual Meeting.
A copy of the Annual Report to Shareholders for the fiscal year ended
December 31, 1994 accompanies this Proxy Statement. THE COMPANY IS REQUIRED TO
FILE AN ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). SHAREHOLDERS MAY OBTAIN,
FREE OF CHARGE, A COPY OF SUCH ANNUAL REPORT ON FORM 10-K BY WRITING ELAM P.
HOLLEY, JR., SECRETARY, AT THE PEOPLES BANCTRUST COMPANY, INC., P.O. BOX 799,
SELMA, ALABAMA 36702-0799.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
With respect to the election of directors, each shareholder of record on
the voting record date is entitled to one vote for each share of Common Stock
held. There are no cumulative voting rights.
The Bylaws of the Company currently provide that the number of directors of
Peoples shall be not less than three nor more than twenty-five persons, the
exact number to be fixed and determined from time to time by resolution of the
Board of Directors or the shareholders. Pursuant to the Bylaws, the Board of
Directors has resolved that the number of directors be eleven persons effective
at the Annual Meeting. Directors are elected to serve until the next annual
meeting of the shareholders and until their successors are elected and
qualified. There are no arrangements or understandings between the Company and
any person pursuant to which such person has been or will be elected a director.
See "Proposed Amendment to Article VI of the Articles of Incorporation (Proposal
2)" which, if approved, will, among other things, change the maximum number of
directors of the Company.
At the Annual Meeting, eleven directors will be elected. The Board of
Directors has nominated all current directors other than Wallace A. Buchanan,
who will be elected a director emeritus after the Annual Meeting, as directors
for a term of one year and until their successors are elected and qualified. It
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as directors of
each of the eleven nominees listed below for a one-year term, unless otherwise
directed by the shareholder. The Board of Directors believes that each of such
nominees will stand for election and will serve if elected as a director.
However, if any person nominated by the Board of Directors fails to stand for
election or is unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Directors may
recommend.
Alabama law provides that directors shall be elected by a majority of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present when the vote is taken.
DIRECTORS
The following table sets forth certain information with respect to the
Company's directors.
<TABLE>
<CAPTION>
DIRECTOR POSITION(S) HELD
NAME AGE(a) SINCE(b) WITH THE COMPANY
- - ---- ------ -------- ----------------------
<S> <C> <C> <C>
Julius R. Brown 55 1992 Director
Wallace A. Buchanan 70 1977 Director
Clyde B. Cox, Jr. 60 1983 Director
Harry W. Gamble, Jr. 58 1974 Director
Ted M. Henry 56 1968 Director
Elam P. Holley, Jr. 44 1988 Director and
Secretary
A. D. Lovelady 65 1978 Director
James A. Minter, III 53 1992 Director
Richard P. Morthland 53 1977 Director, President
and Chief Executive Officer
C. Ernest Smith 53 1991 Director
Julius E. Talton 66 1974 Director
Clinton S. Wilkinson, Jr. 69 1974 Director
<FN>
____________________
(a) As of March 13, 1995.
(b) Except for Messrs. Brown, Minter, Holley and Smith, includes term of office
as director of the Bank prior to formation of the Company as the holding
company for the Bank in April 1985. Each director of the Company is also a
director of the Bank.
</TABLE>
2
<PAGE>
The principal occupation(s) and business experience for the past five years
of each director of the Company are set forth below:
JULIUS R. BROWN has been President of Wallace Community College Selma since
1989. Prior to that, Dr. Brown was Vice President and Executive Dean of
Community College of Allegheny County, Pittsburgh, Pennsylvania.
WALLACE A. BUCHANAN is the President of Buchanan Hardwoods, Inc.
CLYDE B. COX, JR. is a surgeon.
HARRY W. GAMBLE, JR. is a member of the law firm of Gamble, Gamble, Calame
and Wilson, L.L.C.
TED M. HENRY is Chairman and Chief Executive Officer of Henry Brick
Company, Inc.
ELAM P. HOLLEY, JR. has served as President and Chief Administrative
Officer of the Bank since February 1994. Prior to that he was Executive Vice
President and Chief Administrative Officer of the Bank. Mr. Holley has served
as Secretary of the Company since its formation in 1984. He was elected to the
Board of Directors of the Bank in 1988.
A. D. LOVELADY is President of Lovelady Construction Company, Inc.
JAMES A. MINTER, III is a farmer and ginner. He is the son of Director
Emeritus J. A. Minter, Jr.
RICHARD P. MORTHLAND has served as Chairman of the Board and Chief
Executive Officer of the Bank since February 1994. Prior to that he was
President and Chief Executive Officer of the Bank. Mr. Morthland has been
President of the Company since its formation in 1984. He is the son of Chairman
Emeritus Rex J. Morthland and the brother-in-law of M. Scott Patterson, Senior
Vice-President and Investment Officer of the Bank, Secretary to the Board of
Directors of the Bank and Assistant Secretary of the Company.
C. ERNEST SMITH is the Mayor of Greenville, Alabama and owner of the
Greenville Shoe Shop.
JULIUS E. TALTON is President of Talton TeleCommunications Corporation.
CLINTON S. WILKINSON, JR. is a dentist.
DIRECTORS EMERITUS
REX J. MORTHLAND is Chairman Emeritus of the Board of Directors of the
Bank.
WILLIAM R. BUSTER, JR. is retired. Previously he was President of the Bush
Hog Agricultural Implement Division of Allied Products Corporation.
J. A. MINTER, JR. is a farmer and ginner.
B. FRANK WILSON is Chairman Emeritus of the Board of Directors of the Bank.
CORPORATE GOVERNANCE AND OTHER MATTERS
The Board of Directors of the Company acts as a nominating committee for
selecting management's nominees for election as directors. Nominations may be
made by shareholders, provided such nominations are made in writing and
submitted to the Secretary or the President of the Company at least three days
prior to the date of the Annual Meeting. No further nominations shall be
accepted, unless the shareholders, by majority vote, determine that
3
<PAGE>
additional nominations are to be accepted, in which event further nominations as
so determined by the shareholders may be made at the Annual Meeting. There are
no standing committees of the Board of Directors of the Company.
The Board of Directors of the Bank carries out many of its duties through
committees.
The Audit and Examination Committee of the Bank's Board of Directors
directs and reviews the activities of the internal audit department and reviews
the adequacy of internal controls established by the Bank's management. This
committee reviews the audit reports of the Bank's independent accountants, the
independent accountants' letter to management concerning the effectiveness of
internal controls and management's response to that letter. In addition, this
committee reviews and recommends to the Board of Directors the firm to be
engaged as the Bank's independent accountants. During 1994, this committee
conducted four meetings as an audit committee. This committee also reviews the
examination reports of the Bank's regulatory agencies and, during 1994,
conducted one meeting as an examination committee. Members of this committee
are Clyde B. Cox, Jr., A. D. Lovelady, C. Ernest Smith, and Julius E. Talton.
The Compensation Committee of the Bank's Board of Directors makes
recommendations concerning salary and discretionary bonuses payable to officers
of the Bank. During 1994, it held three meetings. Members of this committee
are James A. Minter, III, Clinton S. Wilkinson, Jr. and Julius R. Brown.
During the year ended December 31, 1994, the Company's Board of Directors
and the Bank's Board of Directors each held 13 meetings. All incumbent
directors attended 75% or more of the aggregate of (a) the total number of
meetings of the boards of directors and (b) the total number of meetings held by
all committees on which they served.
EXECUTIVE COMPENSATION
The following table sets forth cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the named executive officer
of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -------------------------------------
AWARDS PAYOUTS
OTHER ------------------------- -------
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND SALARY BONUS SATION (b) AWARDS(S) OPTIONS/ PAYOUTS SATION(c)
PRINCIPAL POSITION (a) YEAR ($) ($) ($) ($) SARS (#) ($) ($)
- - ---------------------- ---- ------- ------ ---------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 1994 141,702 29,025 -- -- 900 -- 8,392
President and Chief 1993 137,741 14,423 -- -- 1,500 -- 7,788
Executive Officer of 1992 119,233 12,890 -- -- -- -- 8,215
the Company and
Chief Executive
Officer of the Bank
<FN>
____________________
(a) No other executive officer earned in excess of $100,000 in salary and bonus
in 1994, 1993 and 1992.
(b) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits in 1994, 1993 and 1992 received by the named executive officer did
not exceed 10% of the executive's annual salary and bonus.
(c) All Other Compensation includes awards to Mr. Morthland of $3,094, $2,809
and $2,448 in 1994, 1993 and 1992, respectively, contributed on behalf of
such executive to the ESOP to fund purchases of the Company's Common Stock
pursuant to the Incentive Performance and Reward Program. Also includes
contributions on behalf of Mr. Morthland of $5,298, $4,979 and $5,767 in
1994, 1993 and 1992, respectively, to the Bank's Section 125 "cafeteria"
plan.
</TABLE>
4
<PAGE>
DIRECTORS' COMPENSATION
Directors of the Company and the Bank are presently paid $800 per month for
service in both capacities and $150 for each committee meeting attended.
Directors who are officers of the Company or the Bank (i.e., Messrs. Richard P.
Morthland and Elam P. Holley, Jr.) are not entitled to such fees.
OPTION GRANTS IN FISCAL YEAR 1994
The following table contains information concerning the grant of stock
options under the 1992 Stock Option Plan (the "Option Plan") to the named
executive officer. The Option Plan does not provide for the grant of stock
appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------
NUMBER OF POTENTIAL REALIZABLE
SECURITIES % OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS EXERCISE ANNUAL RATES OF STOCK
OPTIONS GRANTED TO OR BASE PRICE APPRECIATION
GRANTED EMPLOYEES PRICE FOR OPTION TERM (a)
(NUMBER IN FISCAL ($ PER EXPIRATION ---------------------
NAME OF SHARES) YEAR SHARE) DATE 5% 10%
- - -------------------- ---------- ---------- -------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 900 21.95% $33.00 3/4/99 $4,761 $13,788
<FN>
_________________
(a) Represents the difference between the aggregate exercise price of the
options and the aggregate value of the underlying Common Stock at the end
of the expiration date assuming the indicated annual rate of appreciation
in the value of the Common Stock.
</TABLE>
YEAR END OPTION VALUES
To date, no options have been exercised under the Option Plan. The
following table sets forth information concerning the value of options held by
the named executive officer at the end of the fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS
FISCAL YEAR END AT FISCAL
--------------- YEAR END (a)
EXERCISABLE/ -------------
UNEXERCISABLE EXERCISABLE/
NAME (NUMBER OF SHARES) UNEXERCISABLE
- - ------------------------------ ------------------- --------------
<S> <C> <C>
Richard P. Morthland 1,500/1,900 $6,615/--
<FN>
_________________
(a) Difference between fair market value of underlying Common Stock at
fiscal year-end (based on the most recent sales price known to
management) and the exercise price. Options are in-the-money if the
fair market value of the underlying securities exceeds the exercise
price of the Option. The exercise price of unexercisable options
exceeds current fair market value.
</TABLE>
5
<PAGE>
CERTAIN TRANSACTIONS
Harry W. Gamble, Jr., a director of Peoples and the Bank, is a member of
the firm of Gamble, Gamble, Calame and Wilson, L.L.C. which renders legal
services to the Company and the Bank. In the year ended December 31, 1994, Mr.
Gamble's firm received fees of $62,299 for legal services to the Company and the
Bank.
The Company and the Bank have had, and expect to have in the future,
transactions in the ordinary course of business with directors and executive
officers and members of their immediate families, as well as with principal
shareholders. All loans included in such transactions were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing for comparable transactions with non-affiliated
persons. It is the belief of management that such loans neither involved more
than the normal risk of collectability nor presented other unfavorable features.
A. D. Lovelady, a director of Peoples and the Bank, is President of
Lovelady Construction Company, Inc. ("Lovelady Construction"). In the year
ended December 31, 1994, Lovelady Construction received payments totaling
$423,622 for construction work for the Bank.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 13, 1995 with
respect to the shares of Common Stock beneficially owned by each director and
nominee for director of the Company and by all directors and executive officers
of the Company as a group. This information is based on filings with the SEC
or information furnished to the Company by such persons.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF BENEFICIAL COMMON STOCK
NAME OWNERSHIP(a)(b) OUTSTANDING
- - ---- -------------------- ------------
<S> <C> <C>
Julius R. Brown 303 *
Wallace A. Buchanan 14,113 1.61%
Clyde B. Cox, Jr. 2,688 *
Harry W. Gamble, Jr. 2,590 *
Ted M. Henry 2,520 *
Elam P. Holley, Jr. 2,401 *
A. D. Lovelady 9,914 1.13%
James A. Minter, III 3,200 *
Richard P. Morthland (c) 190,591 21.76%
C. Ernest Smith 300 *
Julius E. Talton 23,710 2.71%
Clinton S. Wilkinson, Jr. 1,100 *
All directors and executive
officers as a group (d)
(18 persons) 303,154 34.61%
(FOOTNOTES ON FOLLOWING PAGE)
6
<PAGE>
<FN>
___________________
* Less than 1% of the Company's outstanding Common Stock.
(a) For purposes of this table and the table under "Principal Holders of
Common Stock," under the rules of the SEC, an individual is considered
to "beneficially own" any share of Common Stock which he, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise, has or shares: (1) voting power, which
includes the power to vote, or to direct the voting of, such security;
and/or (2) investment power, which includes the power to dispose, or
to direct the disposition of, such security. In addition, an
individual is deemed to be the beneficial owner of any share of Common
Stock of which he has the right to acquire voting or investment power
within 60 days of March 13, 1995.
(b) Includes shares owned directly by directors and executive officers of
the Company as well as shares held by their spouses and children,
trusts of which certain directors are trustees and corporations in
which certain directors own a controlling interest. Includes shares
allocated to the accounts of participants in the Employee Stock
Ownership Plan, and 4,125 shares of Common Stock subject to
outstanding options which are exercisable within 60 days of March 13,
1995. Does not include 8,900 shares of Common Stock subject to
outstanding options which are not exercisable within 60 days of March
13, 1995, of which Richard P. Morthland holds options for 1,900 shares
and Elam P. Holley, Jr. holds options for 1,550 shares.
(c) See "Principal Holders of Common Stock."
(d) Includes officers of the Company and executive officers of the Bank.
</TABLE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of March 13, 1995 with
respect to the persons believed by the Company to be the beneficial owners of
more than 5% of the Common Stock. This information is based on filings with the
SEC or information furnished to the Company by such persons.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(a) OUTSTANDING
- - ---------------------------------- -------------------- ------------
<S> <C> <C>
Richard P. Morthland 190,591 (b) 21.76%
310 Broad Street
Selma, Alabama 36701
Ann Plant Morthland 106,326 (c) 12.19%
Rex J. Morthland
1027 Houston Park
Selma, Alabama 36701
Edith Plant Morthland Jones 45,327 (d) 5.20%
432 Church Street
Selma, Alabama 36701
Mary Ann Morthland Patterson 43,976 (e) 5.04%
M. Scott Patterson
209 Church Street
Selma, Alabama 36701
The Peoples Bank and Trust Company 192,725 (f) 22.10%
310 Broad Street
Selma, Alabama 36701
(FOOTNOTES ON FOLLOWING PAGE)
7
<PAGE>
<FN>
____________________
(a) See Note (a) to the table under "Stock Ownership of Management." Except as
disclosed in the Notes below, each of the following persons disclaims that
he or she is acting in concert with, or as a member of a group consisting
of, the other named individuals. Richard P. Morthland, Edith Plant
Morthland Jones and Mary Ann Morthland Patterson are the son and daughters
of Rex J. and Ann Plant Morthland.
(b) Included in such 190,591 shares are (1) 32,011 shares owned directly by
Richard P. Morthland and his spouse and children; (2) 8,040 shares held by
a trust of which Richard P. Morthland is trustee; (3) 138,513 shares held
by four trusts of which the Bank is trustee and under which Richard P.
Morthland has voting power; and (4) 10,000 shares held by a trust of which
Richard P. Morthland is co-trustee with Rex J. Morthland. See Notes (c)(4)
and (f) below. Also included in such 190,591 shares are 527 shares
allocated to the account of Richard P. Morthland under the Employee Stock
Ownership Plan and 1,500 shares of Common Stock subject to outstanding
options held by Mr. Morthland which are exercisable within 60 days of March
13, 1995. Does not include 1,900 shares of Common Stock subject to
outstanding options held by Mr. Morthland which are not exercisable within
60 days of March 13, 1995.
(c) Included in such 106,326 shares are (1) 15,754 shares owned directly by Ann
Plant Morthland; (2) 24,108 shares owned directly by Rex J. Morthland; (3)
36,464 shares held by a trust of which the Bank is trustee and under which
Ann Plant Morthland has voting power; and (4) 30,000 shares held by three
trusts of which Rex J. Morthland is co-trustee with Richard P. Morthland,
Edith Plant Morthland Jones and Mary Ann Morthland Patterson, each as to
10,000 shares. See Note (b)(4) above and Notes (d)(3), (e)(3) and (f)
below.
(d) Included in such 45,327 shares are (1) 27,287 shares owned directly by
Edith Plant Morthland Jones and her spouse and children; (2) 8,040 shares
held by a trust of which Edith Plant Morthland Jones is trustee; and (3)
10,000 shares held by a trust of which Edith Plant Morthland is co-trustee
with Rex J. Morthland. See Note (c)(4) above.
(e) Included in such 43,976 shares are (1) 24,933 shares owned directly by Mary
Ann Morthland Patterson and her spouse, M. Scott Patterson, and children;
(2) 8,040 shares held by a trust of which Mary Ann Morthland Patterson is
trustee; (3) 10,000 shares held by a trust of which Mary Ann Morthland
Patterson is co-trustee with Rex J. Morthland; (4) 750 shares of Common
Stock subject to outstanding options held by Mr. Patterson which are
exercisable within 60 days of March 13, 1995; and (5) 253 shares allocated
to the account of M. Scott Patterson under the Employee Stock Ownership
Plan. Excludes 760 shares held by the Pattersons' son as to which they
disclaim beneficial ownership. Does not include 1,100 shares of Common
Stock subject to outstanding options held by Mr. Patterson which are not
exercisable within 60 days of March 13, 1995. See Note (c)(4) above.
(f) The Bank is the trustee of five trusts for the benefit of members of the
Plant and Morthland families. Under these trusts the Bank is authorized to
dispose of 174,977 shares, which are described in Note (b)(3) and Note
(c)(3) above. The Bank also has dispositive power with respect to an
additional 17,748 shares of Common Stock under other trusts for which the
Bank is trustee.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% shareholders
are required to furnish the Company with copies of all such reports. Based
solely on its review of copies of such reports received by it, or written
representations from certain reporting persons that no annual report of change
in beneficial ownership is required, the Company believes that, during the years
ended December 31, 1993 and 1994, all such filing requirements were complied
with, except that year-end reports of the grant of stock options under the
Option Plan and/or the allocation of Common Stock under the Employee Stock
Ownership Plan to Richard P. Morthland, Elam P. Holley, Jr., Andrew C. Bearden,
Jr., John G. Chisolm, M. Scott Patterson, Virginia L. Sellers, William Johnson
and Thomas J. Gay were not filed on a timely basis, but such reports were
subsequently filed.
PROPOSED AMENDMENT TO ARTICLE VI OF
THE ARTICLES OF INCORPORATION
(PROPOSAL 2)
Effective January 1, 1995, the Alabama legislature adopted a new 1994
Alabama Business Corporation Act (the "Act"), which is substantially different
in a number of respects from its predecessor statute. The Board of Directors
has determined that certain of these changes make it both necessary and
appropriate to recommend the
8
<PAGE>
adoption of a proposed new Article VI of the
Company's Articles of Incorporation, as well as a proposed amendment to Article
VIII which is described separately below.
The Bylaws of the Company currently provide that the number of directors of
Peoples shall not be less than three nor more than twenty-five persons, the
exact number to be fixed and determined from time to time by resolution of the
Board of Directors or the shareholders.
Pursuant to Section 10-2B-8.03(c) of the Act, the articles of incorporation
or bylaws of an Alabama corporation may establish a variable range for the size
of the board of directors by fixing a minimum and maximum number of directors.
If a variable range is established, the number of directors may be fixed or
changed from time to time, within the minimum and maximum by the shareholders,
or, if the articles so provide, by the board of directors. After shares are
issued, only the shareholders may change the range for the size of the board or
change from a fixed to a variable-range size board or vice versa. Section 10-
2B-8.10 of the Act further provides that, unless the articles of incorporation
of an Alabama corporation provide otherwise, if a vacancy occurs on a board of
directors, the shareholders may fill the vacancy, whether resulting from an
increase in the number of directors or otherwise; or the board of directors may
fill the vacancy, except that the directors shall have the power to fill a
vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation.
Section 10-2B-8.08 of the Act provides that the shareholders may remove one
or more directors of an Alabama corporation with or without cause unless the
articles of incorporation provide that the directors may be removed only for
cause.
Section 6.1 of proposed new Article VI provides that the number of
directors of the Company shall be a variable range which is fixed at a minimum
number of three and a maximum number of 18 (exclusive of directors, if any, to
be elected by holders of preferred stock of the Company) and that such number
may be fixed or changed from time to time, within the minimum and maximum, by
the Board of Directors; provided that no action shall be taken to decrease or
increase the number of directors unless at least two-thirds of the directors
then in office, whether or not a quorum, shall concur in said action. Vacancies
in the Board of Directors of the Company, however caused, and newly created
directorships shall be filled by a vote of two-thirds of the directors then in
office, whether or not a quorum.
Section 6.2 of proposed new Article VI provides that a director of the
Company may only be removed for cause and only by the affirmative vote of the
shareholders at a meeting called for that purpose. "Cause" is defined as a
final conviction of a felony, unsound mind, adjudication of bankruptcy, non-
acceptance of office or conduct prejudicial to the Company's interests. A
director may only be removed by vote of the shareholders after service of
specific charges, adequate notice, and full opportunity to refute the charges.
The Board of Directors believes that approval of proposed new Article VI is
necessary since certain of the current provisions of the Company's Bylaws may
not be appropriate under the Act. The Board also believes that proposed new
Article VI will increase its ability to attract and retain qualified individuals
to serve as outside directors by providing flexibility to increase and decrease
the size of the Board and assurance that directors may only be removed for
cause. The Board of Directors strongly believes that the potential benefits to
the Company outweigh limitations the provision may place on shareholder
remedies.
If proposed new Article VI is approved, current Article VI, which sets
forth the names and addresses of the Company's initial directors, will be
deleted from the Articles of Incorporation.
The entire text of proposed new Article VI of the Articles of Incorporation
is attached hereto as Exhibit A and incorporated herein by reference.
9
<PAGE>
RECOMMENDATION AND VOTE REQUIRED
The affirmative vote of the holders of a majority of the votes cast thereon
is required to approve the proposed amendment to Article VI of the Articles of
Incorporation.
THE BOARD OF DIRECTORS BELIEVES THAT PROPOSED NEW ARTICLE VI OF THE
ARTICLES OF INCORPORATION AS DESCRIBED ABOVE IS IN THE BEST INTEREST OF THE
COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ADOPTION OF THE PROPOSED AMENDMENT.
PROPOSED AMENDMENT TO ARTICLE VIII OF
THE ARTICLES OF INCORPORATION
(PROPOSAL 3)
Pursuant to Section 10-2B-2.02(b)(3) of the Act, an Alabama corporation may
include in its articles of incorporation a provision that eliminates or limits a
director's personal liability for monetary damages for breach of his or her
fiduciary duty of care, subject to certain limitations. This provision of the
Act was prompted in part by the view that directors should not be subject to
undue concern over litigation to which they may be parties, and in part because
of limitations on directors' liability insurance, both of which may prevent
qualified individuals from agreeing to serve as directors or may impinge on
their making entrepreneurial decisions.
The proposed amendment to Article VIII of the Company's Articles of
Incorporation is to add a new Paragraph 8.5(c) thereto which provides that a
director shall not be personally liable to the Company or its shareholders for
monetary damages arising out of the director's breach of his or her duty of
care, except to the extent that Alabama law does not permit exemption from such
liability. The proposed amendment does not eliminate the duty of care of
directors. Instead, it is designed to limit the personal liability or other
equitable relief as a remedy for breach of the duty of care. In addition, the
provision applies only to the personal liability of directors (whether or not
they are also officers) acting as directors and has no effect on the potential
liability of individuals for their actions as officers of the Company.
In accordance with the Act, proposed Paragraph 8.5(c) provides that
directors of the Company remain subject to liability for monetary damages 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 its
shareholders; (iii) a violation of Section 10-2B-8.33 of the Act, which imposes
liability under certain circumstances for unlawful distributions; (iv) an
intentional violation of criminal law; or (v) a breach of the director's duty of
loyalty to the Company or its shareholders.
Although Paragraph 8.5(c), subject to these limitations, eliminates
monetary damage awards occasioned by a breach of the duty of care (and therefore
prevents damage awards against directors for grossly negligent business
decisions), the provision does not relieve directors of their fiduciary duty to
act with due care. In addition, the provision does not prevent a shareholder
from seeking equitable remedies, including an injunction prohibiting a proposed
action or transaction or rescission of a consummated action or transaction. In
some cases, however, shareholders may not be aware of a proposed transaction or
other action until it is too late to prevent its completion. As a result, the
Company and its shareholders may, at times, have no effective remedy for an
injury occasioned by the directors' actions. The provision may thus reduce the
likelihood of derivative litigation against directors and may discourage or
deter shareholders or management from bringing a lawsuit against directors for
breach of their duty, even though such an action, if successful, might otherwise
have benefitted the Company and its shareholders.
It should be noted that the current and future directors of the Company
will personally benefit from the limitation of liability in the Articles of
Incorporation, as amended, and, accordingly, in approving the provision, the
Board of Directors may be subject to a conflict of interest. Paragraph 8.5(c)
provides that any repeal or modification of the provision by the shareholders
will not adversely affect any right or protection of a director for acts or
10
<PAGE>
omissions occurring prior to the effective date of such repeal or modification.
At present, there are no pending or completed actions or proceedings against any
director of the Company, and the Company knows of no threatened litigation
against its directors which would be affected by the provisions.
Since the Act was only recently enacted, there has not been any judicial
guidance as to the scope of the limitation on liability afforded by similar
provisions in articles of incorporation under Alabama law; as a result, the
effects of such provisions are uncertain. The Company understands that the SEC
takes the position that the provision in the Articles of Incorporation will in
no way limit or otherwise affect liability for violations of the federal
securities laws.
Although the Company has not experienced any difficulties in attracting
outside directors, the Board of Directors of the Company believes that the
limitation on liability in its Articles of Incorporation will significantly
increase its ability to attract and retain qualified individuals to serve as
outside directors by providing additional protection for directors who make
business decisions in good faith. The Board of Directors also believes that
prospective liability insurance carriers will view the provision favorably and
that it may help the Company to ensure adequate insurance coverage is
maintained, although there can be no assurance that this will occur. The Board
of Directors strongly believes that the potential benefits to the Company
outweigh limitations the provision may place on shareholder remedies.
The entire text of proposed Paragraph 8.5(c) in Article VIII of the
Articles of Incorporation is attached hereto as Exhibit B and incorporated
herein by reference.
RECOMMENDATION AND VOTE REQUIRED
The affirmative vote of the holders of a majority of the votes cast thereon
is required to approve the proposed amendment to Article VIII of the Articles of
Incorporation.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT TO ARTICLE VIII
OF THE ARTICLES OF INCORPORATION AS DESCRIBED ABOVE IS IN THE BEST INTEREST OF
THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ADOPTION OF THE PROPOSED AMENDMENT.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Coopers & Lybrand L.L.P.
to continue as independent accountants for the Company for the fiscal year
ending December 31, 1995. Coopers & Lybrand L.L.P. served as the Company's
independent accountants for the year ended December 31, 1994 and has served as
the Bank's independent accountants since 1982. A representative of Coopers &
Lybrand L.L.P. is expected to be present at the Annual Meeting and available to
respond to appropriate questions, and will have the opportunity to make a
statement if he so desires.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 1996
annual meeting of the shareholders, to be held on or about April 9, 1996, must
forward a copy of the proposal or proposals to the Company's principal executive
office. Any such proposal or proposals intended to be presented at the 1996
annual meeting of the shareholders must be received by the Company for inclusion
in its proxy statement and form of proxy relating to that meeting by November
21, 1995. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 1996 annual meeting any
shareholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
11
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
for action by the shareholders at the Annual Meeting. If, however, any other
matters known are properly brought before the Annual Meeting, the persons named
in the accompanying proxy will vote such proxy on such matters as determined by
the Board of Directors.
By Order of the Board of Directors
/s/ Elam P. Holley, Jr.
-----------------------
ELAM P. HOLLEY, JR.
Secretary
Selma, Alabama
March 20, 1995
12
<PAGE>
EXHIBIT A
ARTICLE VI
BOARD OF DIRECTORS
6.1 The number of directors of the Corporation shall be a variable range
which is fixed at a minimum number of 3 and a maximum number of 18 (exclusive of
directors, if any, to be elected by holders of preferred stock of the
Corporation, voting separately as a class). The number of directors may be
fixed or changed from time to time, within the minimum and maximum, by the Board
of Directors; provided that no action shall be taken to decrease or increase the
number of directors unless at least two-thirds of the directors then in office,
whether or not a quorum, shall concur in said action. Vacancies in the Board of
Directors of the Corporation, however caused, and newly created directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum.
6.2 Notwithstanding any other provision of these Articles of Incorporation
or the bylaws of the Corporation, any director or the entire board of directors
of the Corporation may be removed, at any time, but only for cause and only by
the affirmative vote of the shareholders at a meeting called for that purpose.
For purpose of this Section 6.2, "cause" is defined as a final conviction of a
felony, unsound mind, adjudication of bankruptcy, non-acceptance of office or
conduct prejudicial to the interests of the Corporation. A director may only be
removed by vote of the shareholders after service of specific charges, adequate
notice, and full opportunity to refute the charges.
<PAGE>
EXHIBIT B
ARTICLE VIII
* * *
8.5(c) A director of the Corporation shall not be personally liable to
the Corporation 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 Corporation 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 to the Corporation or its shareholders. If the 1994 Alabama Business
Corporation Act or other Alabama law is amended or enacted after the date of
filing of this Paragraph 8.5(c) to further eliminate or limit the personal
liability of directors, then the liability of a director of the Corporation
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 this Paragraph 8.5(c) by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF SHAREHOLDERS
APRIL 11, 1995
The undersigned hereby constitutes and appoints Rex J. Morthland, William
S. Johnson and Thomas J. Gay, and each of them, the proxies of the undersigned
with full power of substitution, to attend the Annual Meeting of the
Shareholders of The Peoples BancTrust Company, Inc. (the "Company") to be held
at the main office of The Peoples Bank and Trust Company, 310 Broad Street,
Selma, Alabama on April 11, 1995, at 6:30 p.m., local time, and any adjournments
thereof, and to vote all the shares of stock of the Company which the
undersigned may be entitled to vote, upon the following matters.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, WILL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED HEREIN, AND WILL BE VOTED FOR
THE ELECTION OF DIRECTORS, FOR THE PROPOSALS TO APPROVE AMENDMENTS TO
ARTICLES VI AND VIII OF THE ARTICLES OF INCORPORATION AND AS DETERMINED BY A
MAJORITY OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS, IF NO INSTRUCTIONS TO
THE CONTRARY ARE MARKED HEREIN.
1. The Election of Directors: Julius R. Brown, Clyde B. Cox, Jr.,
Harry W. Gamble, Jr., Ted M. Henry, Elam P. Holley, Jr., A.D. Lovelady, James A.
Minter, III, Richard P. Morthland, C. Ernest Smith, Julius E. Talton and Clinton
S. Wilkinson, Jr.
/ / FOR all nominees listed above / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed
below). above.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME BELOW.)
- - -------------------------------------------------------------------------------
2. Approval of proposed new Article VI of the Articles of Incorporation
to provide that (i) the number of directors shall not be less than three nor
more than 18, as fixed by the Board of Directors; (ii) vacancies in the Board of
Directors, however caused, and newly created directorships shall be filled by a
vote of two-thirds of the directors then in office; and (iii) a director may
only be removed for cause and only by the affirmative vote of the shareholders
at a meeting called for that purpose.
/ / FOR / / AGAINST / / ABSTAIN
3. Approval of a proposed amendment to Article VIII of the Articles of
Incorporation to include therein a provision that eliminates or limits a
director's personal liability for monetary damages for breach of his or her
fiduciary duty of care, subject to certain limitations.
/ / FOR / / AGAINST / / ABSTAIN
4. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Annual Meeting of the Shareholders and Proxy Statement and the Annual
Report to Shareholders for the fiscal year ended December 31, 1994, and hereby
revokes any proxy heretofore given. THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE ITS EXERCISE.
Date: ___________________________________
Signature: _______________________________
Signature: _______________________________
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS HEREIN AND RETURN IN THE
ENCLOSED ENVELOPE. If acting as executor, administrator, trustee, guardian,
etc. you should so indicate when signing. If the signor is a corporation,
please sign the full name by duly appointed officer. If a partnership, please
sign in partnership name by authorized person. If shares are held jointly, each
shareholder named should sign.
