<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 a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE PEOPLES BANCTRUST COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
310 Broad Street
Selma, Alabama 36701
(334) 875-1000
March 24, 1999
Dear Shareholder:
We invite you to attend the 1999 Annual Meeting of the Shareholders of The
Peoples BancTrust Company, Inc. to be held at The Peoples Bank and Trust
Company, Bank of Tallassee Branch, 304 Barnett Blvd., Tallassee, Alabama on
Tuesday, April 13, 1999 at 5:30 p.m.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. Also enclosed is the
Annual Report showing the results of 1998.
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, M. Scott
Patterson, or me at (334) 875-1000.
Thank you for your cooperation and continuing support.
Sincerely,
/s/ Richard P. Morthland
-------------------------------
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
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON APRIL 13, 1999
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders (the
"Annual Meeting") of The Peoples BancTrust Company, Inc. (the "Company") will be
held on Tuesday, April 13, 1999 at 5:30 p.m., local time, at The Peoples Bank
and Trust Company (the "Bank"), Bank of Tallassee Branch, 304 Barnett Blvd.,
Tallassee, Alabama for the following purposes:
(1) To elect fifteen directors of the Company to serve until the next
annual meeting of the shareholders;
(2) To consider and vote upon the 1999 Stock Option Plan for key employees
and directors of the Company, the Bank and their affiliates; and
(3) 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 12, 1999 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/ M. Scott Patterson
-----------------------------
M. Scott Patterson
Secretary
Selma, Alabama
March 24, 1999
- --------------------------------------------------------------------------------
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 13, 1999
-------------------
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 13,
1999 at 5:30 p.m., local time, at The Peoples Bank and Trust Company (the
"Bank"), Bank of Tallassee Branch, 304 Barnett Blvd., Tallassee, Alabama and at
any adjournments thereof. It is anticipated that this Proxy Statement will be
mailed to shareholders on or about March 24, 1999.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
Executed but unmarked proxies will be voted FOR Proposal I to elect fifteen
nominees of the Peoples' Board of Directors as directors of the Company and FOR
Proposal II to approve the 1999 Stock Option Plan. 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 as to which proxies in
the accompanying form confer discretionary authority, 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, 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 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 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.
<PAGE>
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 12, 1999 has been fixed by the Board of Directors as the record date
for determination of shareholders entitled to vote at the Annual Meeting; there
were approximately 1,050 record holders of the Company's Common Stock as of such
date. The number of shares of Common Stock outstanding on March 12, 1999 was
5,148,138. 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, 1998 accompanies this Proxy Statement. The Company is required to
file an Annual Report on Form 10-K for its fiscal year ended December 31, 1998
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 M. Scott
Patterson, 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 eighteen, 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 fifteen 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, fifteen directors will be elected. The Board of
Directors has nominated all current directors other than Julius R. Brown and
Julius E. Talton, Sr., both of whom have elected not to stand for election at
the Annual Meeting, for a term of one year and until their successors are
elected and qualified. The Board of Directors has also nominated Julius E.
Talton, Jr. for a term of one year and until his successor is 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 fifteen 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 and nominees.
Position(s) Held
Name Age(a) Director Since with the Company
- --------------------------------------------------------------------------------
Julius R. Brown 59 1992 Director
Clyde B. Cox, Jr. 64 1983(b) Director
John Crear 62 1998 Director
Arnold B. Dopson 68 1998 Director
Harry W. Gamble, Jr. 62 1974(b) Director
Ted M. Henry 60 1968(b) Director
Elam P. Holley, Jr. 48 1988 Director, President and
Chief Operating Officer
Edith Morthland Jones 49 1996 Director
A.D. Lovelady 69 1978(b) Director
Richard P. Morthland 57 1977(b) Chairman of the Board
and Chief Executive Officer
Thomas E. Newton 53 1996 Director
Walter Owens 67 1998 Director
David Y. Pearce 51 1996 Director
C. Ernest Smith 57 1991 Director
Julius E. Talton, Sr. 70 1974 Director
Julius E. Talton, Jr. 38 -- --
Daniel P. Wilbanks 61 1998 Director
- -----------------
(a) As of March 1, 1999.
(b) Includes term of office as director of the Bank prior to formation of the
Company as the holding company for the Bank in 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 and nominee are set forth below:
Julius R. Brown is President of Wallace Community College, Selma.
Clyde B. Cox, Jr. is a surgeon.
John Crear is President of Crear, Inc., which does business as Lighthouse
Convalescent Home.
Arnold B. Dopson was employed by The Bank of Tallassee ("Tallassee Bank")
from 1949 until its merger with the Bank in August 1998. He was Chairman of the
Board and Chief Executive Officer of Tallassee Bank from 1971 until the merger
with the Bank. Mr. Dopson was Chairman of the Board and Chief Executive Officer
of Elmore County Bancshares, Inc. ("Elmore County"), the holding company for
Tallassee Bank, from 1983 until July 31, 1998 when Elmore County was merged with
the Company. Pursuant to the merger agreement with Elmore County, Mr. Dopson was
elected to the Board of Directors of the Company.
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 served as Secretary of the
Company from 1984 until 1997 when he was elected President and Chief Operating
Officer of the Company.
3
<PAGE>
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, Executive Vice President, Investment
Officer and Secretary of the Bank and Executive Vice President and Secretary of
the Company.
A. D. Lovelady has served as Chairman of the Board of Lovelady Construction
Company, Inc. since January 1996. Prior to that he was President of Lovelady
Construction Company, Inc.
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.
Walter Owens is an agent with State Farm Insurance.
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, Sr. is Chairman of the Board of Talton Network Services,
Inc. Subsequent to the Annual Meeting, Mr. Talton will become a director
emeritus of the Bank.
Julius E. Talton, Jr. is President of Talton Network Services, Inc. He is
the son of Julius E. Talton, Sr.
Daniel P. Wilbanks is engaged in the practice of family dentistry in
Tallassee, Alabama. Dr. Wilbanks served as a director of Elmore County and
Tallassee Bank prior to their merger with the Company and the Bank,
respectively. Pursuant to the merger agreement with Elmore County, Dr. Wilbanks
was elected to the Board of Directors of the Company.
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.
W. Russell 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.
4
<PAGE>
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 1998, this committee
conducted four meetings as an audit committee. This committee also reviews the
examination reports of the Bank's regulatory agencies and, during 1998,
conducted one meeting as an examination committee. Members of this committee are
C. Ernest Smith, Ted M. Henry, A.D. Lovelady and Daniel P. Wilbanks.
The Compensation Committee of the Bank's Board of Directors makes
recommendations concerning salary and discretionary bonuses payable to officers
of the Bank. During 1998, it held three meetings. Members of this committee are
Harry W. Gamble, Jr., David Y. Pearce and Walter Owens.
During the year ended December 31, 1998, the Company's Board of Directors
and the Bank's Board of Directors each held 12 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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------------- -------
Restricted Securities
Name and Other 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 1998 $176,000 $21,128 -- -- 5,400 -- $ 2,921
Chairman and Chief 1997 167,140 23,401 -- -- 4,000 -- 3,402
Executive Officer of 1996 162,540 48,697 -- -- 4,000 -- 3,680
the Company and
the Bank
Elam P. Holley, Jr. 1998 $126,000 $10,081 -- -- 3,600 -- $ 2,301
President and Chief 1997 120,000 11,201 -- -- 3,000 -- 2,551
Operating Officer 1996 108,500 5,787 -- -- 3,000 -- 2,662
of the Company and
the Bank
</TABLE>
(Footnotes on following page)
- --------------
(a) No other executive officer earned in excess of $100,000 in salary and bonus
in 1998, 1997 and 1996.
5
<PAGE>
(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 1998, 1997 and 1996 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 June 1997.
(d) "All Other Compensation" includes awards to Mr. Morthland of $2,921, $3,402
and $3,680 in 1998, 1997 and 1996, 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.
(e) "All Other Compensation" includes awards to Mr. Holley of $2,301, $2,551
and $2,662 in 1998, 1997 and 1996, 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.
Directors' Compensation
Directors of the Company and the Bank are presently paid $800 per month for
service in both capacities and $150 for each committee meeting attended.
Directors who are officers of the Company or the Bank (i.e., Messrs. Richard P.
Morthland, Elam P. Holley, Jr. and Arnold B. Dopson) are not entitled to such
fees. See " --Certain Transactions."
Option Grants in Fiscal Year 1998
The following table contains information concerning the grant of stock
options under the 1992 Stock Option Plan to the named executive officers. The
1992 Stock Option Plan does not provide for the grant of stock appreciation
rights.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------
Number of Percent of Potential Realizable
Securities Total Options Value at Assumed
Underlying Granted to Exercise or Annual Rates of Stock
Options Granted Employees in Base Price Expiration Price Appreciation
(Number of Shares) Fiscal Year ($ per Share) Date for Option Term(a)
----------------- ----------- ------------- ---- -----------------------------
5%($) 10%($)
------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 5,400 28.57% $32.18 01/20/03 $27,817 $ 80,608
Elam P. Holley, Jr. 3,600 19.05% $29.25 01/20/08 $66,223 $167,821
</TABLE>
- -----------------
(a) Represents the difference between the aggregate exercise price of the
options and the aggregate value of the underlying Common Stock at the end
of the expiration date assuming the indicated annual rate of appreciation
in the value of the Common Stock.
6
<PAGE>
Aggregated Fiscal 1998 Option Exercises and Year End Option Values
The following table sets forth information concerning options exercised
during fiscal 1998 and the value of options held by the named executive officers
at the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year End Fiscal Year End ($)(b)
Shares Acquired -------------------------- ----------------------
on Exercise Value Exercisable/Unexercisable Exercisable/
Name (Number of Shares) Realized($)(a) (Number of Shares) Unexercisable
- ---- ------------------ -------------- ------------------ -------------
<S> <C> <C> <C> <C>
Richard P. Morthland 4,000 $ 72,280 -- / 9,400 -- / $13,800
Elam P. Holley, Jr. 13,700 $292,263 -- / 6,600 -- / $15,000
</TABLE>
- -----------------
(a) Difference between fair market value of underlying Common Stock and the
exercise price at exercise.
(b) Difference between fair market value of underlying Common Stock and the
exercise price at fiscal year end. An option is in-the-money if the fair
market value of the underlying security exceeds the exercise price of the
option.
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>
Years of Service
Average Final ------------------------------------------------------------------------------
Compensation 10 20 30 40
------------ --------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
$ 20,000....................... $ 2,000 $ 4,000 $ 6,000 $ 8,000
60,000....................... 7,900 15,800 23,600 30,600
80,000....................... 11,200 22,400 33,500 43,100
100,000....................... 14,500 29,000 43,400 55,700
125,000....................... 18,600 37,200 55,800 71,400
160,000 and above................ 24,400 48,800 73,100 93,300
</TABLE>
Benefits are hypothetical amounts only. Currently, the maximum annual
benefit payable under the Pension Plan is $130,000. Also, average final
compensation in excess of $160,000 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, 1998, Messrs. Morthland and Holley had 35
and 25 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 Committee 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
business plans, changes in the value of the Company's stock, reports of
7
<PAGE>
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 1998 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 1998 salary levels of the Bank's senior officers
(including the named executive officers) were established in 1997 consistent
with this compensation policy. In its 1997 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 1997 financial performance
of the Company, including the growth in assets, income, and capitalization
during 1997; the financial performance trends for 1997 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 market area served by the Bank; the
Company's planned levels of financial performance for 1998; 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 $176,000
per year for 1998, which included a contribution to the Bank's Section 125
"cafeteria" plan and represented an increase of 5.3% over his 1997 base salary.
Bonuses. Bonuses for 1997 were awarded to executive officers in December
1998 based on the officer's performance and the performance of the Company and
the Bank for the year 1998 consistent with the policy described above. A bonus
of $21,128 was awarded to Mr. Morthland in 1998. Factors considered by the
Committee in its determination of this award included, among others, the growth
in total assets and net income.
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. The Board of Directors has general responsibility for granting
stock options to key employees and administering the Option Plan. During 1998,
incentive stock options for 18,900 shares were granted at an exercise price of
$29.25 per share (the fair market value of the shares on the dates of grant),
including options for 5,400 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 16, 1999
Thomas E. Newton, Chairman
Harry W. Gamble, Jr.
David Y. Pearce
(Compensation Committee at December 31, 1998)
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, 1998, Mr.
Gamble's firm received fees of $141,000 for legal services to the Company and
the Bank.
8
<PAGE>
Stock Performance Comparisons
The following graph, which was prepared by SNL Securities LC,
Charlottesville, Virginia, shows the cumulative total return on the Common Stock
of the Company over the last five years, compared with (1) the NASDAQ Total U.S.
Index, comprised of all U.S. Companies quoted on NASDAQ, (2) the SNL less than
$500 Million Bank Asset-Size Index, comprised of publicly traded banks and bank
holding companies with total assets of less than $500 million, and (3) the SNL
$500 Million - $1 Billion Asset-Size Index, comprised of publicly traded banks
and bank holding companies with total assets between $500 million and $1
billion. The SNL less than $500 Million Bank Index will be deleted subsequent
hereto since the Company's total assets exceeded $500 million during 1998.
Cumulative total return on the stock or the index equals the total increase in
value since December 31, 1993 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, 1993 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, 1993 through December 31, 1998
Peoples BancTrust Company, Inc.
Total Return Performance
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peoples BancTrust Company, Inc. 100.00 108.92 158.04 241.28 490.36 340.42
NASDAQ - Total US 100.00 97.75 138.26 170.01 208.58 293.21
SNL Less than $500M Bank Asset-Size Index 100.00 107.55 147.13 189.37 322.82 294.76
SNL $500M-$1B Bank Asset-Size Index 100.00 106.76 141.74 177.19 288.03 283.20
</TABLE>
9
<PAGE>
Certain Transactions
The Company and the Bank have had, and expect to have in the future,
transactions in the ordinary course of business with directors and executive
officers and members of their immediate families, as well as with principal
shareholders. All loans included in such transactions were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing for comparable transactions with non-affiliated
persons. It is the belief of management that such loans neither involved more
than the normal risk of collectability nor presented other unfavorable features.
A.D. Lovelady, a director of Peoples and the Bank, is Chairman of the Board
of Lovelady Construction Company, Inc. which received $418,000 in the year ended
December 31, 1998 for construction work for the Bank.
In connection with the Elmore County acquisition, the Company assumed a
salary continuation agreement between Arnold B. Dopson and Tallassee Bank which
provides that, if Mr. Dopson retires from active daily employment, he will be
paid an annual sum equal to his annual salary for the preceding calendar year
for a period of 36 months. If Mr. Dopson were to die before full payment, his
beneficiary would be paid for the remaining period.
In connection with the Elmore County merger, the Company also entered into
an Employment Agreement and Covenant Not to Compete (the "Employment Agreement")
with Mr. Dopson which provides for his employment by the Bank from the effective
time of the merger to September 16, 2000 at an annual rate of $115,000. The
Employment Agreement provides that he will not be entitled to receive incentive
bonuses or director's fees while such salary is being paid but he will be
entitled to participate in the same manner as other employees in the Company's
employee benefit programs.
Mr. Dopson has agreed that, during his employment under the Employment
Agreement and for two years thereafter, he will not be associated in any way
with a financial institution doing business within Elmore or Tallapoosa
Counties, Alabama or within a 35-mile radius of the Bank's offices, and that he
will not solicit customers in such geographic areas.
PROPOSAL II -- APPROVAL OF THE 1999 STOCK OPTION PLAN
General
The Board of Directors of the Company (the "Board") is seeking shareholder
approval of The Peoples BancTrust Company, Inc. 1999 Stock Option Plan (the
"Option Plan"). The Option Plan is attached hereto as Exhibit A and should be
consulted for additional information. All statements made herein regarding the
Option Plan, which are only intended to summarize the Option Plan, are qualified
in their entirety by reference to the Option Plan.
If the Option Plan is approved at the Annual Meeting, the Company's 1992
Stock Option Plan will be terminated as to future grants of options thereunder.
See "Proposal I -- Election of Directors."
Purpose of the Option Plan
The purpose of the Option Plan is to advance the interests of the Company
by providing selected directors and employees of the Company and its affiliates,
including the Bank, with the opportunity to acquire shares of Common Stock. By
encouraging such stock ownership, the Company seeks to attract, retain, and
motivate the best available personnel for positions of substantial
responsibility and to provide additional incentive to directors and employees of
the Company and its affiliates to expend maximum effort for the growth and
success of the business.
Description of the Option Plan
Effective Date. The Option Plan became effective on March 16, 1999,
provided that the effectiveness of the Option Plan is contingent upon the Option
Plan's approval by the Company's shareholders. No stock options will be granted
under the Option Plan prior to the Annual Meeting.
10
<PAGE>
Administration. The Option Plan is administered by the Board or by a
committee (the "Committee") appointed by the Board. The Board or the Committee
has discretionary authority to select participants and grant awards, to
determine the form and content of any awards granted under the Option Plan, to
interpret the Option Plan, to prescribe, amend and rescind rules and regulations
relating to the Option Plan, and to make other decisions necessary or advisable
for the administration of the Option Plan. All decisions, determinations and
interpretations of the Board or the Committee are final and conclusive on all
persons affected thereby. Members of the Board or the Committee will be
indemnified to the full extent permissible under the Company's governing
instruments in connection with any claims or other actions relating to any
action taken under the Option Plan.
Eligible Persons. Under the Option Plan, the Board or the Committee has
discretionary authority to grant stock options ("Options") to such employees and
directors (including members of the Board or the Committee) as the Board or the
Committee shall designate. As of the Record Date, the Company and its
subsidiaries had 331 employees and 13 non-employee directors who were eligible
to participate in the Option Plan.
Shares Available for Grants. The Option Plan reserves 500,000 shares of
Common Stock for issuance upon the exercise of Options. Such shares may be (i)
authorized but unissued shares or (ii) shares held in treasury. In the event of
any merger, consolidation, recapitalization, reorganization, reclassification,
stock dividend, split-up, combination of shares, or similar event in which the
number or kind of shares is changed without receipt or payment of consideration
by the Company, the Board or the Committee will adjust the number and kind of
shares reserved for issuance under the Option Plan, the number of and kind of
shares subject to outstanding Options, and the exercise prices of such Options.
If Options should expire, become unexercisable or be forfeited for any reason
without having been exercised, the shares of Common Stock subject to such
Options shall, unless the Option Plan shall have been terminated, be available
for the grant of additional Options under the Option Plan.
Options; Exercise Price. Options may be either incentive stock options
("ISOs") as defined in Section 422 of the Internal Revenue Code, or options that
are not ISOs ("Non-ISOs"). The exercise price as to any Option may not be less
than the fair market value (determined under the Option Plan) of the optioned
shares on the date of grant. The last reported sale price of the Common Stock on
March 18, 1999, was $18.50 per share. In the case of a participant who owns more
than 10% of the outstanding Common Stock on the date of grant, such exercise
price may not be less than 110% of fair market value of the shares. As required
by federal tax laws, to the extent that the aggregate fair market value
(determined when an ISO is granted) of the Common Stock with respect to which
ISOs are exercisable by an optionee for the first time during any calendar year
(under all plans of the Company and of any subsidiary) exceeds $100,000, the
Options granted in excess of $100,000 will be treated as Non-ISOs, and not as
ISOs.
Exercise of Options. The exercise of Options will be subject to such terms
and conditions as are established by the Board or the Committee in a written
agreement between the Board or the Committee and the optionee. An Option may not
be exercised for a fractional share. In the absence of Board or Committee action
to the contrary, an otherwise unexpired Option shall cease to be exercisable
upon (i) an optionee's termination of employment for "just cause" (as defined in
the Option Plan), (ii) the date that is one year after an optionee terminates
service for a reason other than just cause or death, or (iii) the date that is
two years after an optionee's death.
An optionee may exercise Options, subject to provisions relative to their
termination and limitations on their exercise, only by (i) written notice of
intent to exercise the Option with respect to a specified number of shares of
Common Stock, and (ii) in the case of Options, payment to the Company
(contemporaneously with delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the exercise price for
the number of shares with respect to which the Option is then being exercised.
Common Stock utilized in full or partial payment of the exercise price for
Options shall be valued at its market value at the date of exercise, and may
consist of shares subject to the Option being exercised. Upon an optionee's
exercise of an Option, the Company may, in the discretion of the Board or the
Committee, pay the optionee a cash amount of up to the amount of any dividends
declared on the underlying shares between the date of grant and the date of
exercise of the Option.
Conditions on Issuance of Shares. The Board or the Committee will have the
discretionary authority to impose, in agreements, such restrictions on shares of
Common Stock issued pursuant to the Option Plan as it may deem appropriate or
desirable, including but not limited to the authority to impose a right of first
refusal or to establish repurchase rights or both of these restrictions. In
addition, the Board or the Committee may not issue
11
<PAGE>
shares unless the issuance complies with applicable securities laws, and to that
end may require that a participant make certain representations or warranties.
Change in Control. Upon the earlier of a change in control (as defined in
the Option Plan) or the execution of an agreement to effect a change in control,
all Options shall become fully exercisable. Although these provisions are
included in the Option Plan primarily for the protection of an employee-optionee
in the event of a change in control of the Company, they may be regarded as
having a takeover defensive effect, which may reduce the Company's vulnerability
to hostile takeover attempts and certain other transactions which have not been
negotiated with and approved by the Board.
Nontransferability. Optionees may transfer their Options to family members
or trusts under specified circumstances. Options may not otherwise be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent and distribution. In addition, Common
Stock that is purchased upon the exercise of an Option may not be sold within
the six-month period following the grant date of that Option, except in the
event of the optionee's death or disability, or such other event as the Board
may specifically deem appropriate.
Effect of Dissolution and Related Transactions. In the event of (i) the
liquidation or dissolution of the Company, (ii) a merger or consolidation in
which the Company is not the surviving entity, or (iii) the sale or disposition
of all or substantially all of the Company's assets (any of the foregoing to be
referred to herein as a "Transaction"), all outstanding Options, together with
the exercise prices thereof, will be equitably adjusted for any change or
exchange of shares for a different number or kind of shares or other securities
which results from the Transaction. However, any such adjustment will be made in
such a manner as to not constitute a modification, within the meaning of Section
424(h) of the Internal Revenue Code, of outstanding ISOs.
Duration of the Option Plan and Grants. The Option Plan has a term of 10
years from its effective date, after which date no Options may be granted. The
maximum term for an Option is 10 years from the date of grant, except that the
maximum term of an ISO may not exceed five years if the optionee owns more than
10% of the Common Stock on the date of grant. The expiration of the Option Plan,
or its termination by the Committee, will not affect any Option then
outstanding.
Amendment and Termination of the Option Plan. The Board may from time to
time amend the terms of the Option Plan and, with respect to any shares at the
time not subject to Options, suspend or terminate the Option Plan. No amendment,
suspension, or termination of the Option Plan will, without the consent of any
affected optionee, alter or impair any rights or obligations under any Option
previously granted.
Financial Effects of Options. The Company will receive no monetary
consideration for the granting of Options under the Option Plan. It will receive
no monetary consideration other than the exercise price for shares of Common
Stock issued to optionees upon the exercise of their Options. Under applicable
accounting standards, recognition of compensation expense is not required when
Options are granted at an exercise price equal to or exceeding the fair market
value of the Common Stock on the date the Option is granted, but disclosure may
be required in financial statement footnotes regarding pro forma effects on
earnings and earnings per share of recognizing as a compensation expense an
estimate of the fair value of such stock-based awards.
Federal Income Tax Consequences
ISOs. An optionee recognizes no taxable income upon the grant of ISOs. If
the optionee holds the shares purchased upon exercise of an ISO for at least two
years from the date the ISO is granted, and for at least one year from the date
the ISO is exercised, any gain realized on the sale of the shares received upon
exercise of the ISO is taxed as long-term capital gain. However, the difference
between the fair market value of the Common Stock on the date of exercise and
the exercise price of the ISO will be treated by the optionee as an item of tax
preference in the year of exercise for purposes of the alternative minimum tax.
If an optionee disposes of the shares before the expiration of either of the two
special holding periods noted above, the disposition is a "disqualifying
disposition." In this event, the optionee will be required, at the time of the
disposition of the Common Stock, to treat the lesser of the gain realized or the
difference between the exercise price and the fair market value of the Common
Stock at the date of exercise as ordinary income and the excess, if any, as
capital gain.
12
<PAGE>
The Company will not be entitled to any deduction for federal income tax
purposes as the result of the grant or exercise of an ISO, regardless of whether
or not the exercise of the ISO results in liability to the optionee for
alternative minimum tax. However, if an optionee has ordinary income taxable as
compensation as a result of a disqualifying disposition, the Company will be
entitled to deduct an equivalent amount.
Non-ISOs. In the case of a Non-ISO, an optionee will recognize ordinary
income upon the exercise of the Non-ISO in an amount equal to the difference
between the fair market value of the shares on the date of exercise and the
option price (or, if the optionee is subject to certain restrictions imposed by
the federal securities laws, upon the lapse of those restrictions unless the
optionee makes a special tax election within 30 days after the date of exercise
to have the general rule apply). Upon a subsequent disposition of such shares,
any amount received by the optionee in excess of the fair market value of the
shares as of the exercise will be taxed as capital gain. The Company will be
entitled to a deduction for federal income tax purposes at the same time and in
the same amount as the ordinary income recognized by the optionee in connection
with the exercise of a Non-ISO.
Recommendation and Vote Required
The Board has determined that the Option Plan is desirable, cost effective,
and produces incentives which will benefit the Company and its shareholders. The
Board is seeking shareholder approval of the Option Plan in order to satisfy
Nasdaq listing requirements and permit the granting of Options that are ISOs.
Shareholder approval of the Option Plan requires the affirmative vote of
the holders of a majority of the votes cast at the Annual Meeting. The Board
recommends a vote "FOR" approval of the Option Plan.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 12, 1999 with
respect to the shares of Common Stock beneficially owned by each director and
nominee for director of the Company, including the named executive officers, 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.
13
<PAGE>
Amount and Percent of
Nature of Beneficial Common Stock
Name Ownership(a)(b) Outstanding
- ---- --------------- -----------
Julius R. Brown 1,280 *
Clyde B. Cox, Jr. 14,160 *
John Crear 485 *
Arnold B. Dopson 125,835 2.44%
Harry W. Gamble, Jr. 10,136 *
Ted M. Henry 16,912 *
Elam P. Holley, Jr. 22,935 *
Edith Morthland Jones (c) 182,465 3.54%
A. D. Lovelady 37,756 *
Richard P. Morthland (c) 770,130 14.95%
Thomas E. Newton 1,400 *
Walter Owens 7,000 *
David Y. Pearce 1,252 *
C. Ernest Smith 2,087 *
Julius E. Talton, Sr. 118,785 2.31%
Julius E. Talton, Jr. 25,638 *
Daniel P. Wilbanks 60,819 1.18%
All directors and executive
officers as a group (d)
(26 persons) 1,610,617 31.17%
- ----------
* 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 12, 1999.
(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 18,600 shares of Common Stock
subject to outstanding options which are exercisable within 60 days of
March 12, 1999. Does not include 44,000 shares of Common Stock subject to
outstanding options granted to executive officers which are not exercisable
within 60 days of March 12, 1999, of which Richard P. Morthland holds
options for 10,800 shares and Elam P. Holley, Jr. holds options for 7,200
shares.
(c) See "Principal Holders of Common Stock."
(d) Includes officers of the Company and executive officers of the Bank.
14
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
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, 1998, all such filing requirements were complied with, except
that a report of an optional cash purchase under the Dividend Reimbursement and
Stock Purchase Plan was not filed on a timely basis for Julius R Brown, a report
of a sale of Common Stock was not filed on a timely basis for M. Scott
Patterson, a report of a purchase of Common Stock was not filed on a timely
basis for each of the following persons - David Y. Pearce, C. Ernest Smith,
Julius E. Talton, Sr., and Ted M. Henry, a report of a stock option exercise was
not filed on a timely basis for William S. Johnson, and an initial statement of
beneficial ownership of Common Stock was not filed on a timely basis for each of
the following persons - Arnold B. Dopson, Daniel P. Wilbanks, Walter Owens,
David Baggett, Debra Lynn Swindal, John Crear and Michael Truelove, but all such
reports were subsequently filed.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of March 12, 1999 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.
Name and Address Amount and Nature Percent of Common
of Beneficial Owner of Beneficial Ownership(a) Stock Outstanding
- ------------------- -------------------------- -----------------
Richard P. Morthland 770,130 (b) 14.95%
310 Broad Street
Selma, Alabama 36701
Ann Plant Morthland 432,496 (c) 8.40%
Rex J. Morthland
1027 Houston Park
Selma, Alabama 36701
The Peoples Bank and Trust Company 805,305 (d) 15.64%
310 Broad Street
Selma, Alabama 36701
Regions Financial Corporation 466,521 (e) 9.06%
417 North 20th Street
Birmingham, Alabama 35202
(Footnotes on following page)
15
<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 is the son of Rex J.
and Ann Plant Morthland.
(b) Included in such 770,130 shares are (1) 137,414 shares owned directly by
Richard P. Morthland, his spouse and a child; (2) 32,160 shares held by a
trust of which Richard P. Morthland is trustee; (3) 553,052 shares held by
three trusts of which the Bank is trustee and under which Richard P.
Morthland has voting power; and (4) 40,322 shares held by a trust of which
Richard P. Morthland is co-trustee with Rex J. Morthland. See Notes (c)(4)
and (d) below. Also included in such 770,130 shares are 3,182 shares
allocated to the account of Richard P. Morthland under the ESOP and 4,000
shares of Common Stock subject to outstanding options held by Mr. Morthland
which are exercisable within 60 days of March 12, 1999. Such 770,130 shares
do not include 10,800 shares of Common Stock subject to outstanding options
held by Mr. Morthland which are not exercisable within 60 days of March 12,
1999, and 3,072 shares held by Mr. Morthland's son as to which he disclaims
beneficial ownership.
(c) Included in such 432,496 shares are (1) 62,050 shares owned directly by Ann
Plant Morthland; (2) 103,407 shares owned directly by Rex J. Morthland; (3)
145,856 shares held by a trust of which the Bank is trustee and under which
Ann Plant Morthland has voting power; and (4) 40,322 shares held by a trust
of which Rex J. Morthland is co-trustee with Richard P. Morthland. See Note
(b)(4) above.
(d) 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 698,908 shares. Under other trusts the Bank has dispositive
power with respect to 89,723 shares of Common Stock and shared voting and
dispositive power with respect to 16,674 shares of Common Stock.
(e) Regions Financial Corporation reported sole voting power of 466,521 shares,
sole dispositive power of 461,541 shares and shared dispositive power of
4,480 shares. All shares reported are held by affiliate trust departments
as fiduciary for various beneficiaries. The account of the Roberts and
Mildred Blount Charitable Trust has an interest relating to 5% or more of
the Common Stock.
INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of PricewaterhouseCoopers LLP
to continue as independent accountants for the Company for the fiscal year
ending December 31, 1999. PricewaterhouseCoopers LLP served as the Company's
independent accountants for the year ended December 31, 1998 and has served as
the Bank's independent accountants since 1982. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and
available to respond to appropriate questions, and will have the opportunity to
make a statement if he so desires.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 2000
annual meeting of the shareholders, to be held on or about April 9, 2000, 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 2000
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
26, 1999. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 2000 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.
With respect to the 2000 annual meeting of the shareholders and pursuant to
SEC rules, if the Company is not provided notice of a shareholder proposal,
which the shareholder has not previously sought to include in the Company's
proxy statement and form of proxy, by February 8, 2000, management proxies will
be allowed to use their discretionary authority to vote on such proposal without
any discussion of the matter in the proxy statement.
16
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
for action by the shareholders at the Annual Meeting. If, however, any other
matters are properly brought before the Annual Meeting as to which proxies in
the accompanying form confer discretionary authority, 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/ M. Scott Patterson
------------------------------
M. SCOTT PATTERSON
Secretary
Selma, Alabama
March 24, 1999
17
<PAGE>
EXHIBIT A
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
The Peoples BancTrust Company, Inc. (the "Company") sets forth herein the
terms of the 1999 Stock Option Plan (the "Plan") as follows:
1. Purpose of the Plan.
The purpose of this Plan is to advance the interests of the Company through
providing select key Employees and Directors of the Bank, the Company, and their
Affiliates with the opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to provide additional
incentives to Directors and key Employees of the Company or any Affiliate to
expend maximum effort for the growth and success of the business. It is intended
that options issued pursuant to this Plan may constitute either ISOs or Non-ISOs
as defined below.
The Plan is not intended as an agreement or promise of employment. Neither
the Plan, nor any Option granted pursuant to the Plan, shall confer on any
person any right to continue in the employ of the Corporation. The right of the
Corporation to terminate an Employee is not limited by the Plan, nor by any
Option granted pursuant to the Plan, unless such right is specifically described
by the terms of any such Option.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Bank" shall mean The Peoples Bank and Trust Company, an Alabama
banking institution.
(d) "Board" shall mean the Board of Directors of the Company or any
Parent thereof.
(e) "Change in Control" shall mean any one of the following events: (1)
the acquisition of ownership, holding or power to vote more than 25% of the
Bank`s or the Company's voting stock, (2) the acquisition of the ability to
control the election of a majority of the Bank's or the Company`s directors, (3)
the acquisition of a controlling influence over the management or policies of
the Bank or the Company by any person or by persons acting as a "group" (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934), (4) the
acquisition of control of the Bank or the Company within the meaning of 12
C.F.R. Part 574 or its applicable equivalent, or (5) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of such period constitute the Board of Directors of the Company or the Bank (the
"Existing Board") cease for any reason to constitute at least two-thirds
thereof, provided that any individual whose election or nomination for election
as a member of the Existing Board was approved by a vote of at least two-thirds
of the Continuing Directors then in office shall be considered a Continuing
Director. In the case of subsections (1), (2), (3) and (4) above, ownership or
control of the Bank by the Company itself shall not constitute a "Change in
Control." For purposes of defining Change in Control, the term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein. The decision of the
Committee as to whether a Change in Control has occurred shall be conclusive and
binding.
A-1
<PAGE>
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee pursuant to
Paragraph 5(a) hereof; provided that the Board may act in lieu of the Stock
Option Committee with respect to any matter.
(h) "Common Stock" shall mean the common stock of the Company.
(i) "Company" shall mean The Peoples BancTrust Company, Inc., an Alabama
corporation, and any successor thereto.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
(k) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution designated
as being eligible for participation in this Plan.
(l) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.
(m) "Effective Date" shall mean the date specified in Paragraph 12 hereof.
(n) "Employee" shall mean any person employed by the Company, the Bank, or
an Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning provided in Rule 16b-3.
(s) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an Option granted
pursuant to this Plan.
(v) "Participant" shall mean any person who receives an Option pursuant to
the Plan.
(w) "Plan" shall mean The Peoples BancTrust Company, Inc. 1999 Stock
Option Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(y) "Share" shall mean one share of Common Stock.
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3. Term of the Plan and Options.
(a) Term of the Plan. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated pursuant to Paragraph 14
hereof. No Option shall be granted under the Plan after ten years from the
Effective Date.
(b) Term of Options. The term of each Option granted under the Plan shall
be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.
4. Shares Subject to the Plan.
Except as otherwise required under Paragraph 10, the aggregate number of
Shares deliverable pursuant to Options shall not exceed 500,000 Shares. Such
Shares may either be authorized but unissued Shares or Shares held in treasury.
If any Options should expire, become unexercisable, or be forfeited for any
reason without having been exercised, the Optioned Shares shall, unless the Plan
shall have been terminated, be available for the grant of additional Options
under the Plan.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall be appointed by the Board and act only by a majority of
its members.
(b) Powers of the Committee. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (i) to select Participants and grant
Options, (ii) to determine the form and content of Options to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.
(c) Agreement. Each Option shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option,
(ii) the number of Shares subject to, and the expiration date of, the Option,
(iii) the manner, time and rate (cumulative or otherwise) of exercise or vesting
of such Option, and (iv) the restrictions, if any, to be placed upon such
Option, or upon Shares which may be issued upon exercise of such Option.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
the Options.
(d) Effect of the Committee's Decisions. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
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(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by the
Company in connection with any claim, action, suit or proceeding relating to any
action taken or failure to act under or in connection with the Plan or any
Option, granted hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of Directors.
6. Grant of Options.
(a) General Rule. The Committee shall have the discretion to make
discretionary grants of Options to Employees and Directors (including members of
the Committee).
(b) Special Rules for ISOs. The aggregate Market Value, as of the date the
Option is granted, of the Shares with respect to which ISOs are exercisable for
the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in excess of the
foregoing limitations, in which case such Options granted in excess of such
limitation shall be Options which are Non-ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns Shares
representing more than 10% of the Company's outstanding Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ National Market
System) on the date in question, then the Market Value per Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Exercise Price shall be the
mean between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange on the date in question, then
the Market Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then on the next
prior business day on which there was a bid and asked price. If no such bid and
asked price is available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and absolute
discretion.
8. Exercise of Options.
(a) Conditions for Exercise. Any Option granted hereunder shall be
exercisable at such times and under such conditions as the Committee shall
specify in the Agreement granting the Option granted to the Optionee.
(b) Procedure for Exercise. A Participant may exercise an Option, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value at the date of exercise, and may
consist of Shares subject to the Option being exercised. An Option may not be
exercised for a fractional Share.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within one year after termination of such Continuous
Service (but not
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<PAGE>
later than the date on which the Option would otherwise expire), except if the
Employee's Continuous Service terminates by reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between
the Participant and the Bank and/or the Company (and, in the
absence of any such agreement, shall mean termination because of
the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order), then the
Participant's rights to exercise such Option shall expire on the
date of such termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death,
such Option of the deceased Participant may be exercised within
two years from the date of his death (but not later than the date
on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
(e) Mandatory Six-Month Holding Period. Notwithstanding any other
provision of this Plan to the contrary, Common Stock that is purchased upon
exercise of an Option may not be sold within the six-month period following the
grant date of that Option, except in the event of the Participant's death or
Disability, or such other event as the Board may specifically deem appropriate.
9. Change in Control; Effect of Changes in Common Stock Subject to the
Plan.
(a) Change in Control. Upon a Change in Control (or, if earlier, the
execution of an agreement to effect a Change in Control), all Options shall
become fully exercisable, notwithstanding any other provision of the Plan or any
Agreement.
(b) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Options and the Exercise Price thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.
(c) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Options, together with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or kind of shares or
other securities which results from the Transaction.
(d) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
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<PAGE>
(e) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional, or different shares of stock or
securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Option before the adjustment was made.
(f) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Options or reserved for issuance under the Plan.
10. Non-Transferability.
Options may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Options may transfer such Options (but not ISOs)
to his or her spouse, lineal ascendants, lineal descendants, or to a duly
established trust for the benefit of one or more of these individuals. Options
so transferred may thereafter be transferred only to the Participant who
originally received the grant or to an individual or trust to whom the
Participant could have initially transferred the Options pursuant to this
Paragraph. Options which are transferred pursuant to this Paragraph shall be
exercisable by the transferee according to the same terms and conditions as
applied to the Participant.
11. Time of Granting Options.
The date of grant of an Option shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Option, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Option is so granted within a reasonable time after the
date of such grant.
12. Effective Date.
The Plan shall become effective on March 16, 1999, but its effectiveness
and the effectiveness of any grants of Options shall be contingent upon the
Plan's approval by a favorable vote of stockholders owning at least a majority
of the total votes cast at a duly called meeting of the Company's stockholders
held in accordance with applicable laws.
13. Modification of Options.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Option, provided no such modification shall confer on the holder of
said Option any right or benefit which could not be conferred on him by the
grant of a new Option at such time, or impair the Option without the consent of
the holder of the Option.
14. Amendment and Termination of the Plan.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Options, suspend or terminate
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Option, alter or impair any rights or
obligations under any Option theretofore granted.
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15. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued pursuant to any provision of this Plan unless the issuance and delivery
of such Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right of first refusal, or to establish repurchase rights, or to pay an Optionee
the in-the-money value of his Option in consideration for its cancellation, or
all of these restrictions.
16. Reservation of Shares.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
17. Withholding Tax.
The Company's obligation to deliver Shares pursuant to the Plan shall be
subject to the Participant's satisfaction of all applicable federal, state and
local income and employment tax withholding obligations. The Committee, in its
discretion, may permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold Shares, or to deliver
to the Company Shares that he already owns, having a value equal to the amount
required to be withheld. The value of the Shares to be withheld, or delivered to
the Company, shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an alternative, the Company
may retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
18. No Employment or Other Rights.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations. No Employee or
Director shall have a right to be granted an Option or, having received an
Option, the right to again be granted an Option. However, an Employee or
Director who has been granted an Option may, if otherwise eligible, be granted
an additional Option or Options.
19. Governing Law.
The Plan shall be governed by and construed in accordance with the laws of
the State of Alabama, except to the extent that federal law shall be deemed to
apply.
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THE PEOPLES BANCTRUST COMPANY, INC.
310 Broad Street
Selma, Alabama 36701
REVOCABLE PROXY FOR THE ANNUAL MEETING
OF THE SHAREHOLDERS
April 13, 1999
The undersigned hereby constitutes and appoints Rex J. Morthland, Julius E.
Talton, Sr. and Eric O. Cates, 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 Peoples Bank and Trust Company (the "Bank"), Bank of Tallassee Branch,
304 Barnett Blvd., Tallassee, Alabama on Tuesday, April 13, 1999 at 5:30 p.m.,
local time, and any adjournments thereof, and to vote all the shares of stock of
the Company which the undersigned may be entitled to vote, upon the following
matters.
1. The Election of Directors: Clyde B. Cox, Jr., John Crear, Arnold B.
Dopson, Harry W. Gamble, Jr., Ted M. Henry, Elam P. Holley, Jr., Edith Morthland
Jones, A. D. Lovelady, Richard P. Morthland, Thomas E. Newton, Walter Owens,
David Y. Pearce, C. Ernest Smith, Julius E. Talton, Jr. and Daniel P. Wilbanks.
<TABLE>
<S> <C>
FOR all nominees listed above [_] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). for all nominees listed above. [_]
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name below.)
- --------------------------------------------------------------------------------
2. Approval of the 1999 Stock Option Plan for key employees and directors
of the Company, the Bank and their affiliates.
[_] FOR [_] AGAINST [_] ABSTAIN
3. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
This proxy is solicited by the Board of Directors of the Company, will be
voted in accordance with the instructions marked herein, and will be voted FOR
the election of directors and FOR approval of the 1999 Stock Option Plan if no
instructions to the contrary are marked herein. If any other business is
presented at the Annual Meeting as to which this proxy confers discretionary
authority, 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 Annual Meeting.
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, 1998, and hereby
revokes any proxy heretofore given. This proxy may be revoked at any time before
its exercise.
Date:
---------------------------------
Signature:
----------------------------
Signature:
----------------------------
Please mark, date and sign as your name appears herein and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the 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.
