PEOPLES BANCTRUST CO INC
8-K, 1998-08-07
STATE COMMERCIAL BANKS
Previous: CORTLAND TRUST INC, 497, 1998-08-07
Next: MORGAN STANLEY CAPITAL I INC, 8-K, 1998-08-07



<PAGE>


 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 --------------


                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  July 31, 1998

                      THE PEOPLES BANCTRUST COMPANY, INC.
                      -----------------------------------
               (Exact name of Registrant as Specified in Charter)


<TABLE>
<S>                                    <C>               <C>
         Alabama                         0-13653             63-0896239
- ----------------------------           ------------      -------------------
(State or Other Jurisdiction           (Commission        (I.R.S. Employer
of Incorporation)                      File Number)      Identification No.)
                              
</TABLE>

                     310 Broad Street, Selma, Alabama 36701
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (334) 875-1000
                                 --------------
               Registrant's telephone number, including area code


                                   Not Applicable
                                   --------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 2.  Acquisition or Disposition of Assets.
- --------------------------------------------- 

     On July 31, 1998, The Peoples BancTrust Company, Inc. (the "Registrant")
announced that, as of such date, it had completed the merger (the "Merger") of
Elmore County Bancshares, Inc. ("Elmore County"), with and into the Registrant.
The Merger was approved by the shareholders of the Registrant and of Elmore
County at special meetings of shareholders held on July 30, 1998.

     For additional information regarding the Merger, reference is made to the
Registrant's (i) Current Report on Form 8-K filed by the Registrant on December
11, 1997, and (ii) Registration Statement on Form S-4 filed by the Registrant on
June 30, 1998 (SEC File No. 333-58089), each of which is hereby incorporated by
reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
- --------------------------------------------------------------------------- 

     (a) Financial Statements of Business Acquired.
         ----------------------------------------- 

     Consolidated financial statements of Elmore County as of December 31, 1997
are incorporated herein by reference to the Registrant's Registration Statement
on Form S-4, File No. 333-58089.

     (b) Pro Forma Financial Information.
         ------------------------------- 

     Unaudited pro forma financial information reflecting the Merger is
incorporated herein by reference to the Registrant's Registration Statement on
Form S-4, File No. 333-58089.

     (c)  Exhibits.
          ---------

          2.1  Agreement and Plan of Merger and Reorganization dated as of
               December 11, 1997 by and among the Registrant, Peoples Bank,
               Elmore County and The Bank of Tallassee (incorporated by
               reference to the Registrant's Registration Statement on Form S-4,
               File No. 333-58089).

          99.1 Consolidated Statement of Condition of Elmore County as of
               December 31, 1997 (audited) and December 31, 1996 (unaudited) and
               Elmore County's Consolidated Statement of Income, Consolidated
               Statement of Stockholders' Equity and Consolidated Statement of
               Cash Flow for the years ended December 31, 1997 (audited) and
               December 31, 1996 and 1995 (unaudited) (incorporated by reference
               to the Registrant's Registration Statement on Form S-4, File No.
               333-58089).

          99.2 Condensed Pro Forma Statement of Condition as of March 31, 1998
               (unaudited) (incorporated by reference to the Registrant's
               Registration Statement on Form S-4, File No. 333-58089).

                                       2
<PAGE>
 
          99.3 Condensed Pro Forma Statements of Income for the years ended
               December 31, 1997, 1996 and 1995 (unaudited) (incorporated by
               reference to the Registrant's Registration Statement on Form S-4,
               File No. 333-58089).

          99.4  Condensed Pro Forma Statements of Income for the quarter ended
               March 31, 1998 (unaudited) (incorporated by reference to the
               Registrant's Registration Statement on Form S-4, File No. 333-
               58089).

                                       3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        THE PEOPLES BANCTRUST COMPANY, INC.



DATE:  August 5, 1998                   By: /s/Richard P. Morthland
- ---------------------                       -------------------------
                                            Richard P. Morthland
                                            Chairman of the Board and 
                                            Chief Executive Officer

                                       4


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission