<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [_]
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
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rules 14(c)or Rule 14a-12
THE PEOPLES BANCTRUST COMPANY, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
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:
[_] 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 15, 1996
Dear Shareholder:
We invite you to attend the 1996 Annual Meeting of the Shareholders of The
Peoples BancTrust Company, Inc. to be held at the downtown Prattville office of
The Peoples Bank and Trust Company, 148 East Main Street, Prattville, Alabama on
Tuesday, April 9, 1996 at 5:00 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 1995.
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 9, 1996
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the 1996 annual meeting of the shareholders
(the "Annual Meeting") of The Peoples BancTrust Company, Inc. (the "Company")
will be held on Tuesday, April 9, 1996 at 5:00 p.m., local time, at the downtown
Prattville office of The Peoples Bank and Trust Company, 148 East Main Street,
Prattville, Alabama for the following purposes:
(1) To elect ten directors of the Company to serve until the next
annual meeting of the shareholders; and
(2) To transact 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 1, 1996 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 15, 1996
- --------------------------------------------------------------------------------
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 9, 1996
___________________
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 9, 1996 at 5:00 p.m., local time, at the downtown Prattville
office of The Peoples Bank and Trust Company (the "Bank"), 148 East Main Street,
Prattville, Alabama and at any adjournments thereof. It is anticipated that this
Proxy Statement will be mailed to shareholders on or about March 15, 1996.
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 THE PROPOSAL TO ELECT TEN
NOMINEES OF THE PEOPLES' BOARD OF DIRECTORS AS DIRECTORS OF THE COMPANY.
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, par value $.10 per share (the "Common Stock"), of the
Company. Each share entitles its owner to one vote on all matters. The close of
business on March 1, 1996 has been fixed by the Board of Directors as the record
date for determination of shareholders entitled to one vote at the Annual
Meeting; there were approximately 802 record holders of the Company's Common
Stock as of such date. The number of shares of Common Stock outstanding on March
1, 1996 was 1,693,694. 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, 1995 accompanies this Proxy Statement. THE COMPANY IS REQUIRED TO
FILE AN ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1995
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). SHAREHOLDERS MAY
<PAGE>
OBTAIN, FREE OF CHARGE, A COPY OF SUCH ANNUL 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.
ELECTION OF DIRECTORS
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 Articles of Incorporation and Bylaws of the Company each provide
that the number of directors of Peoples shall be a variable range which is fixed
at a minimum number of three and a maximum number of 18, the exact number to be
fixed or changed from time to time, within the minimum and maximum, by the Board
of Directors. The Board of Directors has determined that the number of directors
be ten 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.
At the Annual Meeting, ten directors will be elected. The Board of
Directors has nominated all current directors other than Clinton S. Wilkinson,
Jr., 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 ten 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 56 1992 Director
Clyde B. Cox, Jr. 61 1983 Director
Harry W. Gamble, Jr. 59 1974 Director
Ted M. Henry 57 1968 Director
Elam P. Holley, Jr. 45 1988 Director and
Secretary
A. D. Lovelady 66 1978 Director
James A. Minter, III 54 1992 Director
Richard P. Morthland 54 1977 Director, President and
Chief Executive Officer
C. Ernest Smith 54 1991 Director
Julius E. Talton 67 1974 Director
Clinton S. Wilkinson, Jr. 70 1974 Director
</TABLE>
________________
(a) As of March 1, 1996.
(b) Except for Messrs. Brown, Holley, Minter 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.
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.
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 has served as Chairman of the Board of Lovelady
Construction Company, Inc. since January 1, 1996. Prior to that he was 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.
Wallace A. Buchanan is the President of Buchanan Hardwoods, Inc.
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, determinate that 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.
3
<PAGE>
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 1995, this committee
conducted three meetings as an audit committee. This committee also reviews the
examination reports of the Bank's regulatory agencies and, during 1995,
conducted one meeting as an examination committee. Members of this committee are
C. Ernest Smith, James A. Minter, III, and Ted M. Henry.
The Compensation Committee of the Bank's Board of Directors makes
recommendations concerning salary and discretionary bonuses payable to officers
of the Bank. During 1995, it held five meetings. Members of this committee are
Julius R. Brown, Clyde B. Cox, Jr., and Harry W. Gamble, Jr.
During the year ended December 31, 1995, 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
officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------------- -------
Restricted Securities All Other
Name and Other Annual Stock Underlying LTIP Compens-
Principal Position(a) Year Salary Bonus Compensation(b) Award(s) Options/SARs(#)(c) Payouts sation(d)(e)
- --------------------- ---- ------ ----- --------------- -------- ------------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 1995 $149,065 $33,505 -- -- 2,000 -- $12,147
President and Chief 1994 141,702 29,025 -- -- 1,800 -- 8,392
Executive Officer of 1993 137,741 14,423 -- -- 3,000 -- 7,788
the Company and
Chief Executive Officer
of the Bank
Elam P. Holley, Jr. 1995 $ 98,145 $ 4,832 -- -- 1,500 -- $ 7,770
Secretary of the 1994 94,303 4,394 -- -- 1,600 -- 6,367
Company and 1993 89,988 3,922 -- -- 2,250 -- 6,368
President and Chief
Administrative
Office of the Bank
</TABLE>
(Footnotes on following page)
4
<PAGE>
_______________
(a) No other executive officer earned in excess of $100,000 in salary and bonus
in 1995, 1994 and 1993.
(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 1995, 1994 and 1993 received by the named executive officers
did not exceed 10% of the executive's annual salary and bonus.
(c) Award amounts and other data herein have been adjusted for a two-for-one
stock split effected through a stock dividend paid on March 15, 1995.
(d) All Other Compensation includes awards to Mr. Morthland of $4,079, $3,221,
and $2,809 in 1995, 1994 and 1993, respectively, contributed on behalf of
such executive to the Employee Stock Ownership Plan ("ESOP") to fund
purchases of the Company's Common Stock pursuant to the Incentive
Performance and Reward Program. Also includes contributions of behalf of
Mr. Morthland of $8,475, $5,298 and $4,979 in 1995, 1994 and 1993,
respectively, to the Bank's Section 125 "cafeteria" plan.
(e) All Other Compensation includes awards to Mr. Holley of $2,327, $2,168 and
$1,856 in 1995, 1994 and 1993, 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. Holley of $5,355, $4,697 and $4,512 in 1995,
1994 and 1993, respectively, to the Bank's Section 125 "cafeteria" plan.
DIRECTORS' COMPENSATION
Directors of the Company and the Bank are presently paid $800 per
month for service in both capacities and $150 for each committee meeting
attended. Directors who are officers of the Company or the Bank (i.e.,
----
Messrs. Richard P. Morthland and Elam P. Holley, Jr.) are not entitled to
such fees.
OPTION GRANTS IN FISCAL YEAR 1995
The following table contains information concerning the grant of stock
options under the 1992 Stock Option Plan (the "Option Plan") to the named
executive officer. The Option Plan does not provide for the grant of stock
appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Number of Percent
Securities of Total Potential Realizable
Underlying Options Exercise Value at Assumed
Options Granted to or Base Annual Rates of Stock
Granted Employees Price Price Appreciation
(Number in Fiscal ($ per Expiration for Option Term(a)
------------------
Name of Shares) Year Share) Date 5% 10%
- ---- ---------- ---- ------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 2,000 24.7% $16.50 1/16/00 $ 5,280 $15,320
Elam P. Holley, Jr. 1,500 18.5% $15.00 1/16/05 $14,145 $35,865
</TABLE>
_________________
(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.
5
<PAGE>
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 officers 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
---------------
Exercisable/ Year End (a)
------------
Unexercisable Exercisable/
Name (Number of Shares) Unexercisable
- ---- ------------------ -------------
<S> <C> <C>
Richard P. Morthland 3,000/3,800 $17,850/$13,300
Elam P. Holley, Jr. 2,250/3,100 $16,268/$15,500
</TABLE>
_________________
(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.
PENSION PLAN
The following table illustrates the maximum estimated annual benefits
payable upon retirement pursuant to the Company's defined benefit pension plan
(the "Pension Plan") based upon the pension plan formula for specified average
final compensation and specified years of service.
<TABLE>
<CAPTION>
Average Final Years of Service
----------------------------------------------------
Compensation 10 20 30 40
- ------------ ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
$ 20,000 ................ $ 2,500 $ 5,000 $ 7,500 $ 10,000
60,000 ................ 10,155 20,310 30,465 39,293
80,000 ................ 14,155 28,310 42,465 54,543
100,000 ................ 18,155 36,310 54,465 69,793
125,000 ................ 23,155 46,310 69,465 88,855
150,000
and above ............. 28,155 56,310 84,465 107,918
</TABLE>
Benefits are hypothetical amounts only. Currently, the maximum annual
benefit payable under the Pension Plan is $120,000. Also, average final
compensation in excess of $150,000 is not covered under the Pension Plan.
"Average final compensation," which is based upon the average annual salary (as
defined) for the five consecutive years of highest salary, is based upon
compensation that would appear under the "Salary" column of the Summary
Compensation Table. As of December 31, 1995, Messrs. Morthland and Holley had 32
and 22 years of credited service, respectively, under the Pension Plan. Benefits
set forth in the preceding table are computed as a straight-life annuity and are
adjusted to reflect payments expected to be made to employees by Social
Security.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committees of the Bank, it is our duty
to review compensation policies applicable to executive officers; to consider
the relationship of corporate performance to that compensation; to recommend
salary and bonus levels for executive officers for consideration by the Board of
Directors of the Bank; and to administer various incentive plans of the Company
and the Bank.
Overview. Under the compensation policies of the Bank, which are
endorsed by the Compensation Committee, compensation is paid based both on the
executive officer's performance and the performance of the entire Company. In
assessing the performance of the Company and the Bank for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including profits of the Company and the Bank during the past year
relative to their profit plans, changes in the value of the Company's stock,
reports of federal regulatory examinations of the Company and the Bank, growth,
business plans for future periods, and regulatory capital levels. The
Compensation Committee assesses individual executive performance based upon its
determination of the officer's contributions to the performance of the Company
and the Bank and the accomplishment of the Company's and the Bank's strategic
goals, such as the completion of the Company's acquisition of CeeBee
Corporation, the bank holding company for The Citizens Bank, Prattville, Alabama
in 1994. In assessing performance for 1995 and previous years, the members of
the Committee did not make use of a mechanical weighting formula or use specific
performance targets, but instead weighed the described factors as they deemed
appropriate in the total circumstances.
Base Salary. The 1995 salary levels of the Company's senior officers
were established in 1994 consistent with this compensation policy. In its 1994
review of base compensation, the Committee determined that the performance of
Mr. Morthland in managing the Company and the Bank was satisfactory, based upon
the 1994 financial performance of the Company, including the growth in assets,
income, and capitalization during 1994; the financial performance trends for
1994 and the preceding four years, which included growth in assets, net income,
and stockholders' equity in each year; the results of confidential regulatory
examinations; his continued involvement in community affairs in the communities
served by the Bank; the Company's planned levels of financial performance for
1995; and a general level of satisfaction with the management of the Company and
the Bank. Based upon the results of this review, the salary of Mr. Morthland was
established at $157,540 per year for 1995, which included a contribution to the
Bank's Section 125 "cafeteria" plan and represented an increase of 7.2% over his
1994 base salary.
Bonuses. Bonuses for 1995 were awarded to executive officers in
December 1995 based on the officer's performance and the performance of the
Company and the Bank for the year 1995 consistent with the policy described
above. A bonus of $33,505 was awarded to Mr. Morthland in 1995. Factors
considered by the Committee in its determination of this award included, among
others, the significant growth in loans, total assets, net income and
stockholders' equity in 1995 and the price levels of the Company's Common Stock.
Stock Options. The purposes of the Option Plan are to attract, retain
and motivate key officers of the Company and the Bank by providing key officers
with a stake in the success of the Company, as measured by the value of its
shares, and to increase the commonality of interests among key employees and
other shareholders. Members of the Compensation Committee serve as the Stock
Option Committee, which has general responsibility for granting stock options to
key employees and administering the Option Plan. During 1995, incentive stock
options for 8,100 shares were granted at an exercise price of $15.00 per share
(the fair market value of the shares on the dates of grant), including options
for 2,000 shares granted to Mr. Morthland which become exercisable on the date
and at the price noted in the table which accompanies this report.
No member of the Compensation Committee is a former or current officer
or employee of the Company or the Bank.
March 1, 1996 James A. Minter, III, Chairman
Julius R. Brown
Clinton S. Wilkinson, Jr.
(Compensation Committee at December 31, 1995)
7
<PAGE>
STOCK PERFORMANCE COMPARISONS
The following graph shows the cumulative total return on the Common
Stock of the Company over the last five years, compared with the NASDAQ Total
Return Index, comprised of all U.S. Companies quoted on NASDAQ, and the SNL Less
Than $500 Million Bank Index, comprised of publicly traded banks and bank
holding companies with total assets of less than $500 million. Cumulative total
return on the stock or the index equals the total increase in value since
December 31, 1990 assuming reinvestment of all dividends paid into the stock or
the index, respectively. The graph was prepared assuming that $100 was invested
on December 31, 1990 in the Common Stock, and the securities included in the
indexes. Since June 1994, the Common Stock of the Company has been quoted on the
NASDAQ Small Cap Market. Prior to that time, there was not an established public
trading market for the Common Stock and the price of the Common Stock was quoted
in the National Daily Quotation Services "Pink Sheets"(TM).
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PEOPLES BANCTRUST CO
SNL INDEX AND NASDAQ INDEX
<TABLE>
<CAPTION>
Measurement Period PEOPLES NASDAQ
(Fiscal Year Covered) BANCTRUST CO SNL INDEX INDEX
- --------------------- --------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-12/31/1990 $100.00 $100.00 $100.00
FYE 12/31/1991 $104.29 $138.00 $160.56
FYE 12/31/1992 $131.03 $194.18 $186.86
FYE 12/31/1993 $196.50 $226.91 $214.51
FYE 12/31/1994 $201.34 $230.34 $209.68
FYE 12/31/1995 $292.16 $297.62 $296.30
</TABLE>
8
<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, 1995, Mr.
Gamble's firm received fees of $90,447 for legal services to the Company and the
Bank.
A. D. Lovelady, a director of Peoples and the Bank, is Chairman of the
Board of Lovelady Construction Company, Inc. ("Lovelady Construction"). In the
year ended December 31, 1995, Lovelady Construction received payments totaling
$125,751 for construction work for 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.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 1, 1996 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 641 *
Clyde B. Cox, Jr. 5,376 *
Harry W. Gamble, Jr. 5,222 *
Ted M. Henry 5,040 *
Elam P. Holley, Jr. 6,470 *
A. D. Lovelady 19,828 1.17%
James A. Minter, III 6,498 *
Richard P. Morthland (c) 382,706 22.53%
C. Ernest Smith 609 *
Julius E. Talton 47,420 2.80%
Clinton S. Wilkinson, Jr. 2,120 *
All directors and executive
officers as a group (d)
(17 persons) 577,797 33.81%
</TABLE>
__________________
* 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 1, 1996.
(Footnotes continued on following page.)
9
<PAGE>
(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 ESOP, and 15,250
shares of Common Stock subject to outstanding options which are
exercisable within 60 days of March 1, 1996. Does not include 16,200
shares of Common Stock subject to outstanding options which are not
exercisable within 60 days of March 1, 1996, of which Richard P.
Morthland holds options for 4,000 shares and Elam P. Holley, Jr. holds
options for 3,000 shares.
(c) See "Principal Holders of Common Stock."
(d) Includes officers of the Company and executive officers of the Bank.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of March 1, 1996 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 382,706 (b) 22.53%
310 Broad Street
Selma, Alabama 36701
Ann Plant Morthland 212,652 (c) 12.56%
Rex J. Morthland
1027 Houston Park
Selma, Alabama 36701
Edith Plant Morthland Jones 90,752 (d) 5.36%
432 Church Street
Selma, Alabama 36701
Mary Ann Morthland Patterson 81,153 (e) 4.79%
M. Scott Patterson
209 Church Street
Selma, Alabama 36701
The Peoples Bank and Trust Company 391, 896 (f) 23.14%
310 Broad Street
Selma, Alabama 36701
</TABLE>
_________________
(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.
(Footnotes continued on following page.)
10
<PAGE>
(b) Included in such 382,706 shares are (1) 63,660 shares owned directly
by Richard P. Morthland and his spouse and children; (2) 16,080 shares
held by a trust of which Richard P. Morthland is trustee; (3) 277,026
shares held by four trusts of which the Bank is trustee and under
which Richard P. Morthland has voting power; and (4) 20,000 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
382,706 shares are 1,140 shares allocated to the account of Richard P.
Morthland under the ESOP and 4,800 shares of Common Stock subject to
outstanding options held by Mr. Morthland which are exercisable within
60 days of March 1, 1996. Does not include 4,000 shares of Common
Stock subject to outstanding options held by Mr. Morthland which are
not exercisable within 60 days of March 1, 1996.
(c) Included in such 212,652 shares are (1) 31,508 shares owned directly
by Ann Plant Morthland; (2) 48,216 shares owned directly by Rex J.
Morthland; (3) 72,928 shares held by a trust of which the Bank is
trustee and under which Ann Plant Morthland has voting power; and (4)
60,000 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 20,000 shares. See Note
(b)(4) above and Notes (d)(3), (c)(3) and (f) below.
(d) Included in such 90,752 shares are (1) 54,672 shares owned directly by
Edith Plant Morthland Jones and her spouse and children; (2) 16,080
shares held by a trust of which Edith Plant Morthland Jones is
trustee; and (3) 20,000 shares held by a trust of which Edith Plant
Morthland is co-trustee with Rex J. Morthland. Excludes 1,350 shares
and 80 shares held by Mrs. Jones' son and stepson, respectively, as to
which she disclaims beneficial ownership. See Note (c)(4) above.
(e) Included in such 81,153 shares are (1) 57,909 shares owned directly by
Mary Ann Morthland Patterson and her spouse, M. Scott Patterson, and
children; (2) 20,000 shares held by a trust of which Mary Ann
Morthland Patterson is co-trustee with Rex J. Morthland; (3) 2,700
shares of Common Stock subject to outstanding options held by Mr.
Patterson which are exercisable within 60 days of March 1, 1996; and
(4) 544 shares allocated to the account of M. Scott Patterson under
the ESOP. Excludes 9,560 shares held by the Pattersons' son as to
which they disclaim beneficial ownership. Does not include 2,000
shares of Common Stock subject to outstanding options held by Mr.
Patterson which are not exercisable within 60 days of March 1, 1996.
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 349,954 shares, which are described in Note
(b)(3) and Note (c)(3) above. Under other trusts the Bank has
dispositive power with respect to 40,238 shares of Common Stock and
shared voting and dispositive power with respect to 1,704 shares of
Common Stock.
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 year ended December 31, 1995, all such filing requirements were
complied with, except that a report of an optional cash purchase under the
Dividend Reinvestment and Stock Purchase Plan was not filed on a timely basis
for Julius R. Brown and Andrew C. Bearden, Jr., but such reports were
subsequently filed.
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, 1996. Coopers & Lybrand L.L.P. served as the Company's
independent accountants for the year ended December 31, 1995 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.
11
<PAGE>
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the
1997 annual meeting of the shareholders, to be held on or about April 8, 1997,
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
1997 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 15, 1996. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement and proxy relating to the 1997 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.
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 15, 1996
12
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF THE SHAREHOLDERS
APRIL 9, 1996
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 downtown Prattville office of The Peoples Bank and Trust Company, 148
East Main Street, Prattville, Alabama on Tuesday, April 9, 1996 at 5:00 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 VOTE FOR
THE ELECTION OF DIRECTORS 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 and Julius E. Talton.
[_] FOR all nominees listed above [_] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below). above.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME BELOW.)
________________________________________________________________________________
2. 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,
1995, and hereby revotes 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.
