<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the Registrant [X]
Filed by the Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14(c) or Rule 14a-12
THE PEOPLES BANCTRUST COMPANY, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total Fee Paid:
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[_] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
____________ __, 1997
Dear Shareholder:
We invite you to attend a special meeting of the shareholders (the "Special
Meeting") 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, October 28, 1997 at 1:00 p.m.
The enclosed Notice of Special Meeting and Proxy Statement describe the
formal business to be transacted at the Special Meeting.
YOUR VOTE IS IMPORTANT. On behalf of the Board of Directors, we urge you
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to sign, date and return the enclosed proxy as soon as possible, even if you
currently plan to attend the Special 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 Special Meeting.
If you have any questions, please call the Company's Secretary, M. Scott
Patterson, or me at (334) 875-1000.
Thank you for your cooperation and continuing support.
Sincerely,
Richard P. Morthland
Chairman of the Board and
Chief Executive Officer
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
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NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 1997
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NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the
"Special Meeting") of The Peoples BancTrust Company, Inc. (the "Company") will
be held on Tuesday, October 28, 1997 at 1:00 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 consider and vote upon a proposed amendment to Article IV of the
Company's Articles of Incorporation to increase the Company's
authorized common stock from 4,000,000 to 9,000,000 shares, and
thereby to increase the total number of shares of authorized capital
stock from 5,000,000 to 10,000,000 shares, of which 9,000,000 shares
shall be common stock and 1,000,000 shares shall be preferred stock;
and
(2) To transact other business as may properly come before the Special
Meeting or any adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on September 19, 1997 as the record date for the determination of
shareholders entitled to notice of and to vote at the Special 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 Special 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 Special Meeting, the Special
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 Special
Meeting.
By Order of the Board of Directors
M. SCOTT PATTERSON
Secretary
Selma, Alabama
September __, 1997
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE SPECIAL MEETING, PLEASE SIGN, DATE, AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
(334) 875-1000
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PROXY STATEMENT
SPECIAL MEETING OF THE SHAREHOLDERS
OCTOBER 28, 1997
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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 special
meeting of the shareholders (the "Special Meeting"), to be held on Tuesday,
October 28, 1997 at 1:00 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 September __, 1997.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Special 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 APPROVE AN
AMENDMENT TO ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED CAPITAL STOCK. 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 Special Meeting. Except for procedural matters
incident to the conduct of the Special Meeting, the Company does not know of any
other matters that are to come before the Special Meeting. If any other matters
are properly brought before the Special 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 Special 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, M.
Scott Patterson, a written notice of revocation, by delivering to the Company a
duly executed proxy bearing a later date, or by attending the Special Meeting
and voting in person.
The cost of soliciting proxies will be borne by the Company. 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 names 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 Special Meeting consist of shares
of common stock, par value $.10 per share ("Common Stock"), of the Company.
Each share entitles its owner to one vote on all matters. The close of business
on September 19, 1997 has been fixed by the Board of Directors as the record
date for determination of shareholders entitled to one vote at the Special
Meeting; there were approximately 800 record holders of the Company's Common
Stock as of such date. The number of shares of Common Stock outstanding on
September 19, 1997 was 3,387,388. 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 Special Meeting.
<PAGE>
PROPOSAL I -- AMENDMENT OF ARTICLES OF INCORPORATION
Article IV of the Company's Articles of Incorporation currently authorizes
the issuance of a total of 5,000,000 shares of capital stock, of which
4,000,000 shares shall be Common Stock and 1,000,000 shares shall be preferred
stock, par value $.10 per share ("Preferred Stock"). As of September 19, 1997,
there were outstanding 3,387,388 shares of Common Stock and no shares of
Preferred Stock. In addition, as of September 19, 1997, there were 175,516
shares of Common Stock held as treasury stock.
The proposed amendment to Article IV of the Articles of Incorporation is to
increase the number of authorized shares of Common Stock from 4,000,000 to
9,000,000 shares, and thereby to increase the total number of shares of
authorized capital stock from 5,000,000 to 10,000,000. The entire text to
Article IV of the Articles of Incorporation, as proposed to be amended, is
attached hereto as Exhibit A and incorporated herein by reference.
REASONS FOR THE AMENDMENT
Although the Company has no present intention of issuing additional shares
of Common or Preferred Stock other than upon the exercise of options granted
under the 1992 Stock Option Plan (the "Option Plan") and, if necessary, pursuant
to the Dividend Reinvestment and Stock Purchase Plan and the Employee Stock
Ownership Plan, the Board of Directors believes that the availability of
increased shares of Common Stock will provide the Company with needed
flexibility in structuring possible future financings and acquisitions and in
meeting other corporate needs that may arise. This is especially true given the
current lack of a sufficient number of authorized but unissued shares of Common
Stock. In the future, additional authorized but unissued shares of Common Stock
would be available for general corporate purposes, including but not limited to
possible issuances as stock dividends or stock splits, in future mergers or
acquisitions, in a future public offering or private placement, or under a stock
benefit plan. The Board of Directors does not intend to issue any additional
shares of capital stock except on terms which the Board of Directors deems to be
in the best interests of the Company and its shareholders. Although the Company
currently has no specific plans, intentions, arrangements or understandings
regarding specific acquisitions, the Company expects to consider acquisition
opportunities as they become available in the future and has retained the
services of a financial advisor to consult with the Board of Directors regarding
such opportunities.
The proposed increase in the number of shares of Common Stock authorized
for issuance will not affect the rights, such as voting and liquidation rights,
of the outstanding shares of Common Stock. If, however, additional shares were
issued, the percentage ownership interests of existing shareholders would be
reduced and, depending on the terms pursuant to which the new shares were
issued, the book value of outstanding shares could be diluted. Each share of
the Common Stock will have the same rights and will be identical in all respects
with each other share of Common Stock. Holders of Common Stock do not have any
preemptive right to subscribe for or purchase any additional securities issued
by the Company.
POSSIBLE ANTI-TAKEOVER EFFECT OF AMENDMENT
The additional authorized but unissued shares of Common Stock could,
consistent with the fiduciary responsibility of the Company's directors, be
issued without shareholder approval in transactions that might dilute the
percentage ownership of current shareholders and/or render more difficult a
change in control of the Company. For example, such shares could be used to
create a substantial voting block favorable to the Board of Directors, to effect
an acquisition that would preclude an acquirer's gaining control or to dilute an
acquirer's voting power. The Board of Directors, however, is not aware of any
effort to obtain control of the Company and does not currently contemplate the
issuance of the authorized shares for the foregoing purposes.
2
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In the judgment of the Board of Directors, the Board is in the best
position to consider all relevant factors and to negotiate for what is in the
best interests of the shareholders of the Company. Accordingly, the Board of
Directors of the Corporation believes that it is in the best interests of the
Company and its shareholders to encourage potential acquirers to negotiate
directly with the Company's Board of Directors and that the proposed amendment
will encourage such negotiations and help to discourage non-negotiated takeover
attempts.
CERTAIN RESTRICTIONS ON ACQUISITION OF THE COMPANY AND ITS CAPITAL STOCK
Since additional authorized shares of Common Stock could be issued to
defend against a hostile acquisition of the Company, other provisions of the
Company's Articles of Incorporation and Bylaws and other limitations which could
be viewed as having an "anti-takeover" effect are discussed below.
The Articles of Incorporation of the Company provide that the Board of
Directors may, if it deems it advisable, oppose a tender or other offer for
Peoples' securities, whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an offer, the Board
of Directors may, but it is not legally obligated to, consider any pertinent
issue including, but not limited to, the following: (a) whether the offer price
is acceptable based on the historical and present operating results or financial
condition of the Company; (b) whether a more favorable price could be obtained
for Peoples' securities in the future; (c) the impact which an acquisition of
the Company would have on the employees, depositors and customers of the Company
and its subsidiaries and the communities which they serve; (d) the reputation
and business practices of the offeror and its management and its affiliates as
they would effect the employees, depositors and customers of the Company and its
subsidiaries and the future value of Peoples' stock; (e) the value of the
securities (if any) which the offeror is offering in exchange for the Company's
securities; and (f) any antitrust or other legal and regulatory issues that are
raised by the offer. The Articles of Incorporation further provide that if the
Board of Directors determines an offer should be rejected, it may take any
lawful action to accomplish its purpose.
The Articles of Incorporation presently authorize the issuance of up to
4,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
Unissued shares and shares held as treasury stock may be issued and sold upon a
resolution of the Board of Directors. Although the Board of Directors has no
present intention of doing so, shares of authorized and unissued capital stock
and shares held as treasury stock could be issued in one or more transactions
that would make more difficult, and thus less likely, an acquisition of control
of the Company.
The Articles of Incorporation provide 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. The Articles of Incorporation provide 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.
The Articles of Incorporation provide that there shall be no cumulative
voting rights with respect to the election of directors or for any purpose
relating to the voting of shares. The absence of cumulative voting rights
effectively means that the holders of a majority of the shares voted at a
meeting of shareholders may, if they so choose, elect all directors of the
Company, thus precluding minority stockholder representation on the Company's
Board of Directors.
3
<PAGE>
Pursuant to the Option Plan, notwithstanding the provision of any option
which may be exercised in installments, such option shall become immediately
exercisable in the event of a change in control or an offer to effect a change
in control (as defined in the Option Plan). At such time, the optionee shall, at
the discretion of the Board of Directors, be entitled to receive cash in an
amount equal to the excess of the fair market value of the Common Stock subject
to the option over the exercise price of such option in exchange for the
surrender of such option by the optionee.
Under the Bank Holding Company Act of 1956 (the "BHC Act"), any company
(which is defined to include corporations, partnerships, associations and
certain trusts) must obtain approval of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") prior to acquiring control of the
Company or the Bank. For purposes of the BHC Act, "control" is defined as
ownership of more than 25% of any class of voting securities of the Company or
the Bank, the ability to control the election of a majority of the directors, or
the exercise of a controlling influence over management or policies of the
Company or the Bank.
The Change in Bank Control Act of 1978 (the "Control Act") and regulations
of the Federal Reserve Board thereunder require any person or persons acting in
concert (except for companies required to make application under the BHC Act) to
file a written notice with the Federal Reserve Board before such person or
persons may acquire control of the Company or the Bank. The Control Act defines
"control" as the power, directly or indirectly, to vote 25% or more of any of
voting securities or to direct the management or policies of a bank holding
company or an insured bank.
The foregoing provisions may make it difficult or impossible for companies
or persons to acquire control of the Company and may result in the deterrence of
tender offers or other offers to Peoples or its shareholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the above-described amendment to Article IV of the Articles of
Incorporation requires the affirmative vote of a majority of the shares entitled
to be voted thereon at the Special Meeting. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" APPROVAL OF THE AMENDMENT TO ARTICLE IV OF THE ARTICLES OF
INCORPORATION.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 1998
annual meeting of the shareholders, to be held on or about April 7, 1998, 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 1998
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
14, 1997. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 1998 annual meeting any
shareholder proposal which does not meet all of the requirements for inclusion
established by the Securities and Exchange Commission in effect at the time such
proposal is received.
4
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
for action by the shareholders at the Special Meeting. If, however, any other
matters known are properly brought before the Special 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
M. SCOTT PATTERSON
Secretary
Selma, Alabama
September __, 1997
5
<PAGE>
EXHIBIT A
ARTICLE IV
CAPITAL STOCK
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The total number of shares of capital stock of all classes which the
Corporation shall have ten million (10,000,000), of which nine million
(9,000,000,000) shares shall be common stock of the par value of $0.10 per share
(hereinafter called "Common Stock"), and one million (1,000,000) shares shall be
preferred stock of the par value of $0.10 per share (hereinafter called
"Preferred Stock").
No holder of any shares of capital stock of the Corporation shall have any
preemptive right to purchase, subscribe for, or otherwise acquire any shares of
the Corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments, evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.
The Corporation may from time to time issue and dispose of any of the
authorized and unissued shares of Common Stock or of Preferred Stock for such
consideration, not less than its par value per share, as may be fixed from time
to time by the board of directors, without action by the shareholders. The board
of directors may provide for payment therefor to be received by the Corporation
in cash, property (real or personal), or services, actually performed for the
Corporation or any combination of the foregoing, to the full extent permitted
under Alabama law. In the absence of actual fraud in the transaction, the value
of such property or services, as determined by the board of directors of the
Corporation shall be conclusive. Any and all such shares of the Common or
Preferred Stock to the Corporation the issuance of which has been so authorized
and for which consideration so fixed by the board of directors has been paid or
delivered, shall be deemed full-paid stock and shall not be liable to any
further call or assessment thereon.
The designations and the powers, preferences, and rights and the
qualifications, limitations or restrictions thereof of the shares of each class
are as follows:
4.1 Common Stock.
(a) Except as provided in this Article IV (or in any resolution or
resolutions adopted by the board of directors of the Corporation pursuant
hereto), the holders of the Common Stock shall exclusively possess all voting
power. Each holder of shares of Common Stock shall be entitled to one vote for
each share held by such holder, including the election of directors. There shall
be no cumulative voting rights in the election of directors.
(b) Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the Common Stock as to the payment of dividends. the full amount
of dividends and of sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate therewith as to dividends, out
of any assets legally available for the payment of dividends: but only when and
as declared by the board of directors.
(c) In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid to or set aside for the holders of
any class having preferences over the Common Stock in the event of liquidation,
dissolution or winding up of the full preferential amounts of which they are
respectively entitled, the holders of the Common Stock, and of any class or
series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets, shall be entitled after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.
(d) Each share of Common Stock shall have the same relative rights as and
be identical in all respects with all the other shares of Common Stock.
4.2 Preferred Stock
A-1
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(a) The Preferred Stock may be issued from time to time in one or more
series, the shares of each series to have such voting powers, full or limited,
and such designations, preferences, and relative, participating, optional, or
other special rights and qualifications, limitations or restrictions thereof as
are stated and expressed herein or in the resolution or resolutions providing
for the issue of such series, adopted by the board of directors as hereinafter
provided.
(b) Authority is hereby granted to the board of directors of the
Corporation, subject to the provisions of this Article IV and to the limitations
prescribed by law, to authorize the issue of one or more series of Preferred
Stock and with respect to each such series to fix and state by resolution or
resolutions providing for the issue of each such series the voting powers, full
or limited, if any, of the shares of each such series and the designations,
preferences, and relative, participating, optional or other qualifications,
limitations, or restrictions thereof to the full extent now or here're permitted
by Alabama law. The authority of the board of directors with respect to each
series shall include, but not be limited to, the determination or fixing of the
following:
(i) The distinctive serial designation and the number of shares
constituting such series.
(ii) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes of stock,
and whether such dividends shall be cumulative or noncumulative
(iii) Whether the shares of such series shall be subject to
redemption by the Corporation and, if made subject to such redemption, the
times, prices, and other terms and conditions of such redemption.
(iv) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series, and if so entitled,
the amount of such fund and the manner of its application. Including the
price or prices at which such shares may be redeemed or purchased through
the application of such fund.
(v) Whether or not the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes or of any
other series of the same or any other class or classes of stock of the
Corporation, and, if provision be made for conversion or exchange, the
times, prices. rates, adjustments, and other terms and conditions of such
conversion or exchange.
(vi) The extent, if any, to which the holders of the shares of such
series shall be entitled to vote with respect to the election of directors
or otherwise.
(vii) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.
(viii) The rights of the holders of the shares of such series upon
the dissolution of, or upon the distribution of assets of, the Corporation.
(ix) Whether the shares of such series which are redeemed or
converted should have the status of authorized but unissued shares of
Preferred Stock and whether such shares may be reissued as shares of the
same or any other series of Preferred Stock.
(c) Dividends on outstanding shares of Preferred Stock shall be paid, or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.
(d) If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably
A-2
<PAGE>
among the shares of all series of Preferred Stock in accordance with the
respective preferential amounts (including unpaid cumulative dividends, if any)
payable with respect thereto.
(e) Each share of each series of Preferred Stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
(f) Except as otherwise required by law and except for such voting powers
with respect to the election of directors or other matters as may be stated in
the resolution or resolutions of the board of directors providing for the issue
of any series of Preferred Stock, the holders of any such series shall have no
voting power whatsoever. Subject to such restrictions as may be stated in the
resolution or resolutions of the board of directors providing for the issue of
any series of Preferred Stock, any amendment to the Articles of Incorporation
which shall increase or decrease the authorized stock of any class or classes
may be adopted by the affirmative vote of the holders of a majority of the
outstanding shares of the voting stock of the Corporation.
A-3
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
REVOCABLE PROXY FOR THE SPECIAL MEETING
OF THE SHAREHOLDERS
OCTOBER 28, 1997
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 powers of substitution, to attend the Special 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 Tuesday, October 28, 1997 at 1:00 p.m., local time, and any
adjournments thereof, and to vote all the shares of common stock of the Company
which the undersigned may be entitled to vote, upon the following matters.
1. Amendment of Article IV of the Company's Articles of Incorporation to
increase the Company's authorized common stock from 4,000,000 to 9,000,000
shares.
[_] FOR [_] AGAINST [_] ABSTAIN
2. The transaction of such other business as may properly come before
the Special Meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO
THE ARTICLES OF INCORPORATION.
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 PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION IF NO INSTRUCTIONS TO
THE CONTRARY ARE SPECIFIED. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY AS DETERMINED BY
A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Special Meeting of the Shareholders and Proxy Statement and hereby
revokes any proxy heretofore given. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE
ITS EXERCISE.
Date:
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Signature:
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Signature:
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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 signer 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.
