<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:
<TABLE>
<CAPTION>
<S> <C>
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
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] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 14, 1997
Dear Shareholder:
We invite you to attend the 1997 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 8,
1997 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 1996.
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 8, 1997
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the 1997 annual meeting of the
shareholders (the "Annual Meeting") of The Peoples BancTrust Company, Inc. (the
"Company") will be held on Tuesday, April 8, 1997 at 5:00 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 elect twelve 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 7, 1997 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 14, 1997
- --------------------------------------------------------------------------------
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 8, 1997
----------------------
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 8, 1997
at 5:00 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 March 14, 1997.
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 TWELVE
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 7, 1997 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 800 record holders of the Company's Common Stock as of such
date. The number of shares of Common Stock outstanding on March 7, 1997 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.
<PAGE>
A copy of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996 accompanies this Proxy Statement. THE COMPANY IS REQUIRED TO
FILE AN ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996
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.
PROPOSAL I -- 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
twelve 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, twelve directors will be elected. The Board of
Directors has nominated all current 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 twelve 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.
2
<PAGE>
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 57 1992 Director
Clyde B. Cox, Jr. 62 1983 Director
Harry W. Gamble, Jr. 60 1974 Director
Ted M. Henry 58 1968 Director
Elam P. Holley, Jr. 46 1988 Director and
Secretary
Edith Morthland Jones 47 1996 Director
A. D. Lovelady 67 1978 Director
Richard P. Morthland 55 1977 Director, President and
Chief Executive Officer
Thomas E. Newton 51 1996 Director
David Y. Pearce 49 1996 Director
C. Ernest Smith 55 1991 Director
Julius E. Talton 68 1974 Director
</TABLE>
- -----------------
(a) As of March 1, 1997.
(b) Except for Messrs. Brown, Holley, Newton, Pearce and Smith and Mrs. Jones,
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.
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 is President of Wallace Community College Selma.
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 Operating 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.
Edith Morthland Jones has served as film liaison for the Selma-Dallas
County Chamber of Commerce since 1988. Prior to that she served as Director of
Tourism and Travel for the Selma-Dallas County Chamber of Commerce. She is the
daughter of Rex J. Morthland, the sister of Richard P. Morthland and the sister-
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.
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.
3
<PAGE>
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 Rex J.
Morthland, the brother of Edith Morthland Jones and the brother-in-law of M.
Scott Patterson.
Thomas E. Newton is a partner in the commercial real estate development
firm of Newton, Oldacre, and McDonald, L.L.C., Prattville, Alabama.
David Y. Pearce has been the owner of Pearce Catfish Farms since 1971 and
President of Pearce Catfish Farms, Inc. since 1993.
C. Ernest Smith is the Mayor of Greenville, Alabama and owner of the
Greenville Shoe Shop.
Julius E. Talton has served as Chairman of the Board of Talton Holdings
since December 1996. Prior to that he was President of Talton
TeleCommunications Corporation.
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.
Clinton S. Wilkinson, Jr. is a dentist.
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 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 1996, this committee
conducted five meetings as an audit committee. This committee also reviews the
examination reports of the Bank's regulatory agencies and, during 1996,
conducted four meetings as an examination committee. Members of this committee
are Julius R. Brown, Ted M. Henry and David Y. Pearce.
4
<PAGE>
The Compensation Committee of the Bank's Board of Directors makes
recommendations concerning salary and discretionary bonuses payable to officers
of the Bank. During 1996, it held eight meetings. Members of this committee
are Clyde B. Cox, Jr., Harry W. Gamble, Jr. and Thomas E. Newton.
During the year ended December 31, 1996, 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
------------------------------------- --------------------------------- -------
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Position (a) Year Salary Bonus Compensation (b) Award(s) Options/SARs(#)(c) Payouts Compensation(d)(e)
- ---------------------- ------ ------- ------- --------------- ---------- ----------------- ------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 1996 $156,339 $48,697 2,000 $10,381
President and Chief 1995 149,065 33,505 -- -- 2,000 -- 12,147
Executive Officer of 1994 141,702 29,025 -- -- 1,800 -- 8,392
the Company and
Chief Executive
Officer of the Bank
Elam P. Holley, Jr. 1996 $103,042 $ 5,787 1,500 $ 8,120
Secretary of the 1995 98,145 4,832 -- -- 1,500 -- 7,770
Company and 1994 94,303 4,394 -- -- 1,600 -- 6,367
President and Chief
Administrative Officer
of the Bank
</TABLE>
- -------------------
(a) No other executive officer earned in excess of $100,000 in salary and bonus
in 1996, 1995 and 1994.
(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 1996, 1995 and 1994 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 in March 1995.
(d) All Other Compensation includes awards to Mr. Morthland of $3,680, $3,672
and $3,094 in 1996, 1995 and 1994, 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 $6,701, $8,475 and $5,298 in 1996, 1995 and 1994,
respectively, to the Bank's Section 125 "cafeteria" plan.
(e) All Other Compensation includes awards to Mr. Holley of $2,662, $2,415 and
$1,670 in 1996, 1995 and 1994, 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 $5,458, $5,355 and $4,697 in 1996,
1995 and 1994, 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 $150 for each committee meeting attended.
Directors who are officers of the Company or the Bank (i.e., Messrs. Richard P.
----
Morthland and Elam P. Holley, Jr.) are not entitled to such fees.
5
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1996
The following table contains information concerning the grant of stock
options under the 1992 Stock Option Plan (the "Option Plan") to the named
executive officer. The Option Plan does not provide for the grant of stock
appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------
Number of Percent of Potential Realizable
Securities Total Options Value at Assumed
Underlying Granted to Exercise of Annual Rates of Stock
Options Granted Employees in Base Price Expiration Price Appreciation
(Number of Shares) Fiscal Year ($ per Share) Date for Option Term(a)
------------------ -------------- ------------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
Richard P. Morthland 2,000 24.7% $ 21.86 01/15/01 $ 7,000 $ 20,280
Elam P. Holley, Jr. 1,500 18.5% $ 19.87 01/15/06 $ 18,750 $ 47,505
</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.
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 Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year End Fiscal Year End (a)
--------------------------- -----------------------
Exercisable/Unexercisable Exercisable/
Name (Number of Shares) Unexercisable
- ----- ------------------ ---------------
<S> <C> <C>
Richard P. Morthland 4,800/4,000 $ 76,950 / $ 47,260
Elam P. Holley, Jr. 3,850/3,000 $ 66,617 / $ 40,695
</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.
6
<PAGE>
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, 1996, Messrs. Morthland and Holley had
33 and 23 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.
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 loan
growth, deposit growth, expense control and net income. In assessing
performance for 1996 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 1996 salary levels of the Company's senior officers were
established in 1995 consistent with this compensation policy. In its 1995
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 1995 financial performance of the Company, including the growth in assets,
income, and capitalization during 1995; the financial performance trends for
1995 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
1996; and a general level of satisfaction with the management of the Company and
the
7
<PAGE>
Bank. Based upon the results of this review, the salary of Mr. Morthland
was established at $163,040 per year for 1996, which included a contribution to
the Bank's Section 125 "cafeteria" plan and represented an increase of 3.5% over
his 1995 base salary.
Bonuses. Bonuses for 1996 were awarded to executive officers in December
1996 based on the officer's performance and the performance of the Company and
the Bank for the year 1996 consistent with the policy described above. A bonus
of $48,697 was awarded to Mr. Morthland in 1996. 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 1996 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 1996, incentive stock
options for 8,100 shares were granted at an exercise price of $19.87 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.
February 18, 1997
Julius R. Brown, Chairman
Clyde B. Cox, Jr.
Harry W. Gamble, Jr.
(Compensation Committee at December 31, 1996)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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, 1996, Mr.
Gamble's firm received fees of $104,900 for legal services to the Company and
the Bank.
8
<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,
1991 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, 1991 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).
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
DECEMBER 31, 1991 THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
SNL Banks
Measurement Period Peoples BacTrust NASDAQ - (under $500M)
(Fiscal Year Covered) Company, Inc. Total US Index
- --------------------- --------------- --------- -------------
<S> <C> <C> <C>
Measurement Pt-12/31/1991 $100.00 $100.00 $100.00
FYE 12/31/1992 $129.26 $116.38 $132.05
FYE 12/31/1993 $178.73 $133.59 $172.41
FYE 12/31/1994 $194.67 $130.59 $185.43
FYE 12/31/1995 $285.12 $184.67 $253.67
FYE 12/31/1996 $435.30 $227.16 $326.50
</TABLE>
9
<PAGE>
CERTAIN TRANSACTIONS
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, 1996, Lovelady Construction received payments totaling
$83,504 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 7, 1997 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 607 *
Clyde B. Cox, Jr. 7,080 *
Harry W. Gamble, Jr. 5,068 *
Ted M. Henry 5,040 *
Elam P. Holley, Jr. 8,112 *
Edith Morthland Jones 90,886 5.37%
David Y. Pearce 609 *
A. D. Lovelady 19,628 1.16%
Richard P. Morthland (c) 383,348 22.54%
Thomas E. Newton 700 *
C. Ernest Smith 621 *
Julius E. Talton 47,420 2.80%
All directors and executive
officers as a group (d)
(18 persons) 670,210 39.03%
</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 7, 1997.
(Footnotes continued on following page)
10
<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 23,350 shares of Common Stock
subject to outstanding options which are exercisable within 60 days of
March 7, 1997. Does not include 16,200 shares of Common Stock subject to
outstanding options which are not exercisable within 60 days of March 7,
1997, 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
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, 1996, 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, but
such report was subsequently filed.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of March 7, 1997 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>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF COMMON
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(A) STOCK OUTSTANDING
----------------------- -------------------------- -----------------
<S> <C> <C>
Richard P. Morthland 383,348 (b) 22.54%
310 Broad Street
Selma, Alabama 36701
Ann Plant Morthland 212,652 (c) 12.56%
Rex J. Morthland
1027 Houston Park
Selma, Alabama 36701
Edith Morthland Jones 90,886 (d) 5.37%
432 Church Street
Selma, Alabama 36701
Mary Ann Morthland Patterson 82,233 (e) 4.84%
M. Scott Patterson
209 Church Street
Selma, Alabama 36701
The Peoples Bank and Trust Company 393,550 (f) 23.24%
310 Broad Street
Selma, Alabama 36701
</TABLE>
(Footnotes on following page)
11
<PAGE>
- -----------------
(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 383,348 shares are (1) 62,147 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 383,348 shares are 1,295 shares
allocated to the account of Richard P. Morthland under the ESOP and 6,800
shares of Common Stock subject to outstanding options held by Mr. Morthland
which are exercisable within 60 days of March 7, 1997. Such 383,348 shares
do 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 7,
1997, and 1,536 shares held by Mr. Morthland's son as to which he disclaims
beneficial ownership.
(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 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 90,886 shares are (1) 54,806 shares owned directly by
Edith Morthland Jones and her spouse and children; (2) 16,080 shares held
by a trust of which Edith Morthland Jones is trustee; and (3) 20,000 shares
held by a trust of which Edith Morthland is co-trustee with Rex J.
Morthland. Such 90,886 shares do not include 1,378 shares and 81 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 82,233 shares are (1) 57,914 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) 3,700 shares of Common Stock subject
to outstanding options held by Mr. Patterson which are exercisable within
60 days of March 7, 1997; and (4) 619 shares allocated to the account of M.
Scott Patterson under the ESOP. Such 82,233 shares do not include 9,560
shares held by the Pattersons' son as to which they disclaim beneficial
ownership and 2,000 shares of Common Stock subject to outstanding options
held by Mr. Patterson which are not exercisable within 60 days of March 7,
1997. See Note (c)(4) above.
(f) The Bank is the trustee of four 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 41,892 shares of Common Stock and shared voting and dispositive
power with respect to 1,704 shares of Common Stock.
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, 1997. Coopers & Lybrand L.L.P. served as the Company's
independent accountants for the year ended December 31, 1996 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.
12
<PAGE>
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 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 14, 1997
13
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF THE SHAREHOLDERS
APRIL 8, 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 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 Tuesday, April 8, 1997 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., Edith Morthland Jones,
A. D. Lovelady, Richard P. Morthland, Thomas E. Newton, David Y. Pearce, 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 above.
contrary below).
(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,
1996, 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 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.
