<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
THE PEOPLES BANCTRUST COMPANY, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5. Total fee paid:
-----------------------------------------------------------------------
Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount previously paid:
---------------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
[LETTERHEAD OF THE PEOPLES BANCTRUST COMPANY, INC. APPEARS HERE]
March 17, 2000
Dear Shareholder:
We invite you to attend the 2000 Annual Meeting of the Shareholders of
The Peoples BancTrust Company, Inc. to be held at the main office of The Peoples
Bank and Trust Company, 310 Broad Street, Selma, Alabama on Tuesday, April 11,
2000 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 1999.
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,
Richard P. Morthland
Chairman of the Board
and Chief Executive Officer
<PAGE>
[LETTERHEAD OF THE PEOPLES BANCTRUST COMPANY, INC. APPEARS HERE]
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON APRIL 11, 2000
- --------------------------------------------------------------------------------
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 11, 2000 at 5:30 p.m., local time, at the main office of
The Peoples Bank and Trust Company, 310 Broad Street, Selma, Alabama for the
following purposes:
(1) To elect fourteen directors of the Company; and
(2) To transact other business as may properly come before the Annual
Meeting or any adjournment thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on March 10, 2000 as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof. 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.
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
M. Scott Patterson
Secretary
Selma, Alabama
March 17, 2000
________________________________________________________________________________
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>
[LETTERHEAD OF THE PEOPLES BANCTRUST COMPANY, INC. APPEARS HERE]
___________________
PROXY STATEMENT
ANNUAL MEETING OF THE SHAREHOLDERS
April 11, 2000
___________________
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to shareholders of The Peoples BancTrust
Company, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of the Company of proxies to be used at the Annual Meeting of the
Shareholders (the "Annual Meeting"), to be held on Tuesday, April 11, 2000 at
5:30 p.m., local time, at the main office of The Peoples Bank and Trust Company
(the "Bank"), 310 Broad Street, Selma, Alabama and at any adjournments thereof.
It is anticipated that this Proxy Statement will be mailed to shareholders on or
about March 17, 2000.
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 fourteen
nominees of the Company's Board of Directors as directors of the Company.
Proxies marked as abstentions and shares held in street name which have been
designated by brokers on proxies as not voted will not be counted as votes cast.
Such proxies will be counted for purposes of determining a quorum at the Annual
Meeting. Except for procedural matters incident to the conduct of the Annual
Meeting, the Company does not know of any other matters that are to come before
the Annual Meeting. If any other matters are properly brought before the Annual
Meeting 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 the Company. In addition to
the solicitation of proxies by mail, the Company, through its directors,
officers and regular employees, may also solicit proxies personally or by
telephone or telegraph. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which are beneficially owned by others, to send proxy materials to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
<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 10, 2000 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 10, 2000 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, 1999 accompanies this Proxy Statement. The Company is required to
file an Annual Report on Form 10-K for its fiscal year ended December 31, 1999
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 the Company 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 fourteen 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 fourteen directors will be elected. The Board
of Directors has nominated all current directors other than A. D. Lovelady, who
has elected not to stand for election at the Annual Meeting, for a term of one
year and until their successors are elected and qualified. It is the intention
of the persons named in the proxy to vote the shares represented by each
properly executed proxy for the election as directors of each of the 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.
<TABLE>
<CAPTION>
Position(s) Held
Name Age(a) Director Since with the Company
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Clyde B. Cox, Jr. 65 1983(b) Director
John Crear 63 1998 Director
Arnold B. Dopson 69 1998 Director
Harry W. Gamble, Jr. 63 1974(b) Director
Ted M. Henry 61 1968(b) Director
Elam P. Holley, Jr. 49 1988 Director, President and
Chief Operating Officer
Edith Morthland Jones 50 1996 Director
A.D. Lovelady 70 1978(b) Director
Richard P. Morthland 58 1977(b) Chairman of the Board
and Chief Executive Officer
Thomas E. Newton 54 1996 Director
Walter Owens 68 1998 Director
David Y. Pearce 52 1996 Director
C. Ernest Smith 58 1991 Director
Julius E. Talton, Jr. 39 1999 Director
Daniel P. Wilbanks 62 1998 Director
</TABLE>
_________________
(a) As of March 1, 2000.
(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:
Clyde B. Cox, Jr. is a surgeon.
John Crear is retired. Previously, he was President of Crear, Inc., the
operator of a 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 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. Subsequent to the Annual Meeting, Mr. Lovelady will
become a director emeritus of the Bank.
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 served as
Chairman of the Board and Chief Executive Officer of the Company since 1997.
Prior to that, he was President of the Company. 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, Jr. is President of Talton Network Services, Inc., an
internet service provider. 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.
Julius E. Talton, Sr. is Chairman of the Board of Talton Network Services,
Inc.
Clinton S. Wilkinson, Jr. is a dentist.
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.
Effective as of the 2001 annual meeting of the shareholders to be held on
or about May 8, 2001, the Company's Bylaws provide that, to be timely, a
shareholder's notice of nomination must be delivered to or mailed and received
at the principal executive offices of the Company not less than 30 days nor more
than 90 days prior to the annual meeting; provided, however, that in the event
that less than 45 days' notice or prior public disclosure of the date of the
annual meeting is given or made to shareholders, notice by the shareholder, to
be timely, must be so received not later than close of business on the 15th day
following the date on which notice is mailed or prior public disclosure is made
of the date of the annual meeting. A shareholder's notice of nomination must
also set forth certain information specified in the Company's Bylaws concerning
the shareholder and each person the shareholder proposes to nominate for
election. Shareholder nominations may be proposed by any shareholder eligible to
vote at an annual meeting, provided the notice is timely and complies with the
informational requirements of the Bylaws. To be timely under the Bylaws,
nominations by any shareholder eligible to vote at the 2001 annual meeting of
the shareholders must be received by the Company on or before April 8, 2001.
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 Company'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 1999, this committee
conducted seven meetings as an audit committee. This committee also reviews the
examination reports of the Bank's regulatory agencies and, during 1999,
conducted one meeting as an examination committee. Members of this committee are
Thomas E. Newton, Julius E. Talton, Jr. 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 1999, it held three meetings. Members of this committee
are David Y. Pearce, Walter Owens, Thomas E. Newton and John Crear.
During the year ended December 31, 1999, 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.
5
<PAGE>
Executive Compensation
Directors and officers do not receive separate compensation directly from
the Company. All compensation is paid by the Bank. The following table sets
forth a summary of certain information concerning the compensation paid for
services rendered in all capacities during the years ended December 31, 1999,
1998 and 1997 to the Chairman and Chief Executive Officer and the other
executive officers of the Company and the Bank whose total compensation during
the fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
----------------------------------- ------------------------------- -------
Restricted Securities
Name and Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation (a) Award(s) Options/SARs(#)(b) Payouts Compensation(c)
- ------------------ ---- ------ ----- ---------------- -------- ------------------ ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 1999 $200,000 $37,333 -- -- 5,400 -- $5,387
Chairman and Chief 1998 176,000 21,128 -- -- 5,400 -- 4,901
Executive Officer of 1997 167,140 23,401 -- -- 4,000 -- 3,402
the Company and
the Bank
Elam P. Holley, Jr. 1999 $150,000 $28,000 -- -- 3,600 -- $3,850
President and Chief 1998 126,000 10,081 -- -- 3,600 -- 3,482
Operating Officer 1997 120,000 11,201 -- -- 3,000 -- 2,551
of the Company and
the Bank
Andrew C. Bearden, Jr. 1999 $ 97,000 $10,347 -- -- 2,700 -- $2,691
Executive Vice 1998 87,500 5,251 -- -- 2,700 -- 2,469
President and 1997 83,000 5,801 -- -- 2,000 -- 1,765
Chief Financial
Officer of the
Company and the
Bank
John G. Chisolm 1999 $ 98,500 $ 6,567 -- -- 2,700 -- $2,758
Executive Vice 1998 90,000 5,401 -- -- 2,700 -- 2,692
President of the 1997 86,000 5,940 -- -- 2,000 -- 1,804
Company and the
Bank
M. Scott Patterson 1999 $ 97,000 $10,347 -- -- 2,700 -- $2,760
Executive Vice 1998 88,500 5,312 -- -- 2,700 -- 2,680
President and 1997 84,000 5,880 -- -- 2,000 -- 1,786
Secretary of the
Company and the
Bank
</TABLE>
_________________
(a) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits in 1999, 1998 and 1997 received by the named executive officers did
not exceed 10% of the executive's annual salary and bonus.
(b) 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.
(c) Consists of contributions to the Employee Stock Ownership Plan ("ESOP") and
matching contributions under the Company's Section 401(k) qualified employee
benefit plan.
6
<PAGE>
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."
In 1999, each non-employee director of the Company (12 persons) was granted
an option under the 1999 Stock Option Plan to purchase 260 shares of Common
Stock at an exercise price of $15.375 per share.
Option Grants in Fiscal Year 1999
The following table contains information concerning the grant of stock
options under the 1999 Stock Option Plan to the named executive officers. The
1999 Stock Option Plan does not provide for the grant of stock appreciation
rights.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------
Number of Percent of
Securities Total Options Potential Realizable Value
Underlying Granted to Exercise or at Assumed Annual Rates of
Options Granted Employees in Base Price Expiration Stock Price Appreciation
(Number of Shares) Fiscal Year ($ per Share)(a) Date For Option Term(b)
------------------ ---------- ---------------- ---------- ---------------------------
5%($) 10%($)
----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard P. Morthland 5,400 21.51% $21.23 1/19/04 $18,372 $ 53,205
Elam P. Holley, Jr. 3,600 14.34% $19.30 1/19/09 $43,696 $110,733
Andrew C. Bearden, Jr. 2,700 10.76% $19.30 1/19/09 $32,772 $ 83,050
John G. Chisolm 2,700 10.76% $19.30 1/19/09 $32,772 $ 83,050
M. Scott Patterson 2,700 10.76% $19.30 1/19/09 $32,772 $ 83,050
</TABLE>
_________________
(a) In each case the exercise price was based on the fair market value of the
Common Stock on the date of grant.
(b) Represents the difference between the aggregate exercise price of the
options and the aggregate value of the underlying Common Stock at the end of
the expiration date assuming the indicated annual rate of appreciation in
the value of the Common Stock.
Year End Option Values
The following table sets forth information concerning the value of options
held by the named executive officers at the end of fiscal year 1999. No options
were exercised by the named executive officers during the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year End Fiscal Year End ($)(a)
--------------------------- ----------------------
Exercisable/Unexercisable Exercisable/
Name (Number of Shares) Unexercisable
- ---- ------------------ -------------
<S> <C> <C>
Richard P. Morthland 4,000 / 10,800 $ -- / $ --
Elam P. Holley, Jr. 3,000 / 7,200 $ -- / $ --
Andrew C. Bearden, Jr. 4,000 / 5,400 $ 8,360 / $ --
John G. Chisolm 4,000 / 5,400 $ 8,360 / $ --
M. Scott Patterson 2,000 / 5,400 $ -- / $ --
</TABLE>
_________________
(a) 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.
7
<PAGE>
Pension Plan
The following table illustrates the maximum estimated annual benefits
payable upon retirement pursuant to the Company's defined benefit pension plan
(the "Pension Plan") based upon the Pension Plan formula for specified average
Final Compensation and specified years of service.
<TABLE>
<CAPTION>
Average Final Years of Service
-------------------------------------------------------
Compensation 10 20 30 40
------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 20,000.......................... $ 2,000 $ 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, 1999, Messrs. Morthland, Holley,
Bearden, Chisolm and Patterson had 36, 26, 14, 20 and 16 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. All issues pertaining to executive compensation are submitted to
the full Board of Directors for its approval.
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 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, the members of the Committee do not make use of a mechanical
weighting formula or use specific performance targets, but instead weigh the
described factors as they deem appropriate in the total circumstances.
Base Salary. The 1999 salary levels of the Bank's senior officers
(including the named executive officers) were established in 1998 consistent
with this compensation policy. In its review of base compensation for 1999, the
Committee determined that the performance of Mr. Morthland in managing the
Company and the Bank was satisfactory, based upon the 1998 financial performance
of the Company, including the growth in assets, income, and capitalization
during 1998; the financial performance trends for 1998 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 1999; 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
8
<PAGE>
established at $200,000 per year for 1999, which included a contribution to the
Bank's Section 125 "cafeteria" plan and represented an increase of 13.6% over
his 1998 base salary.
Bonuses. Bonuses for 1999 were awarded to executive officers in December
1999 based on the officer's performance and the performance of the Company and
the Bank for the year 1999 consistent with the policy described above. A bonus
of $37,333 was awarded to Mr. Morthland in 1999. 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 1999 Stock 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 1999 Stock Option
Plan. During 1999, incentive stock options for 25,100 shares of Common Stock
were granted based on an exercise price of $19.30 per share (the fair market
value of the shares on the date 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.
Harry W. Gamble, Jr., Chairman
David Y. Pearce
Thomas E. Newton
Walter Owens
(Compensation Committee at December 31, 1999)
Compensation Committee Interlocks and Insider Participation
Harry W. Gamble, Jr., a director of the Company 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, 1999, Mr.
Gamble's firm received fees of $197,000 for legal services to the Company and
the Bank.
Stock Performance Comparisons
The following graph, which was prepared by SNL Securities LC,
Charlottesville, Virginia, compares the cumulative total return on the Common
Stock of the Company over the last five years with (1) the NASDAQ, Total U.S.
Index, comprised of all U.S. Companies quoted on NASDAQ, and (2) the SNL $500
Million - $1 Billion Asset-Size Bank Index, comprised of publicly traded banks
and bank holding companies with total assets between $500 million and $1
billion. Cumulative total return on the Common Stock or the index equals the
total increase in value since December 31, 1994 assuming reinvestment of all
dividends paid during the applicable period. The graph was prepared assuming
that $100 was invested on December 31, 1994 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.
9
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1994 through December 31, 1999
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peoples BancTrust Company 100.00 145.10 221.53 450.21 312.55 206.77
NASDAQ - Total US 100.00 141.33 173.89 213.07 300.25 542.43
SNL $500M-$1B Bank Index 100.00 132.76 165.97 269.80 265.28 245.56
</TABLE>
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 the Company and the Bank, is Chairman of the
Board of Lovelady Construction Company, Inc. which received $895,000 in the year
ended December 31, 1999 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
10
<PAGE>
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.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 10, 2000 with
respect to the shares of Common Stock beneficially owned by each director and
nominee for director of the Company, by each of 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.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Beneficial Common Stock
Name Ownership(a)(b) Outstanding
- ---- --------------- -----------
<S> <C> <C>
Clyde B. Cox, Jr. 14,480 *
John Crear 487 *
Arnold B. Dopson 126,175 2.45%
Harry W. Gamble, Jr. 11,136 *
Ted M. Henry 15,628 *
Elam P. Holley, Jr. 26,949 *
Edith Morthland Jones (c) 183,431 3.54%
A. D. Lovelady 38,756 *
Richard P. Morthland (c) 776,963 15.06%
Thomas E. Newton 1,400 *
Walter Owens 7,000 *
David Y. Pearce 2,280 *
C. Ernest Smith 2,132 *
Julius E. Talton, Jr. 26,498 *
Daniel P. Wilbanks 61,044 1.18%
Andrew C. Bearden, Jr. 13,931 *
John G. Chisolm 13,745 *
M. Scott Patterson 167,920 3.26%
All directors and executive
officers as a group
(25 persons) (d) 1,514,520 29.20%
</TABLE>
(Footnotes on following page)
11
<PAGE>
_________________
* 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 10, 2000.
(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 shares of Common Stock subject to
outstanding options which are exercisable within 60 days of March 10, 2000,
of which Richard P. Morthland, Elam P. Holley, Jr., Andrew C. Bearden, Jr.,
John G. Chisolm, M. Scott Patterson and all executive officers and directors
as a group hold options for 9,400 shares, 6,600 shares, 6,700 shares, 6,700,
shares, 4,700 shares and 37,500 shares, respectively. Does not include
shares of Common Stock subject to outstanding options granted to executive
officers and directors which are not exercisable within 60 days of March 10,
2000, of which Richard P. Morthland, Elam P. Holley, Jr. , Andrew C.
Bearden, Jr., John G. Chisolm, M. Scott Patterson and all executive officers
and directors as a group hold options for 9,000 shares, 6,000 shares, 4,500
shares, 4,500 shares, 4,500 shares and 48,120 shares, respectively. Each of
the Company's non-employee directors (12 persons) held an option for 260
shares which was not exercisable within 60 days of March 10, 2000.
(c) See "Principal Holders of Common Stock."
(d) Includes officers of the Company and executive officers of the Bank.
Section 16(a) Beneficial Ownership Reporting 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, 1999, all such filing requirements were complied with, except
that reports of four optional cash purchases under the Dividend Reimbursement
and Stock Purchase Plan were not filed on a timely basis for Clyde B. Cox, Jr.,
an initial statement of beneficial ownership of Common Stock was not filed on a
timely basis for each of the following persons - Julius E. Talton, Jr., Jeff G.
Ratcliffe and James B. Hurst, and a report of the grant of a stock option was
not filed on a timely basis for each of the following persons - Clyde B. Cox,
Jr., John Crear, Harry W. Gamble, Jr., Ted M. Henry, Edith Morthland Jones, A.
D. Lovelady, Thomas E. Newton, Walter Owens, David Y. Pearce, C. Ernest Smith,
Julius E. Talton, Jr., and Daniel P. Wilbanks; but all such reports were
subsequently filed.
12
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of March 10, 2000 with
respect to the persons believed by the Company to be the beneficial owners of
more than 5% of the Common Stock. This information is based on filings with the
SEC or information furnished to the Company by such persons.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of Common
of Beneficial Owner of Beneficial Ownership(a) Stock Outstanding
- ------------------- -------------------------- -----------------
<S> <C> <C>
Richard P. Morthland 776,963 (b) 15.06%
310 Broad Street
Selma, Alabama 36701
Ann Plant Morthland 428,570 (c) 8.32%
Rex J. Morthland
1027 Houston Park
Selma, Alabama 36701
The Peoples Bank and Trust Company 803,206 (d) 15.60%
310 Broad Street
Selma, Alabama 36701
Regions Financial Corporation 466,021(e) 9.05%
417 North 20th Street
Birmingham, Alabama 35202
</TABLE>
___________________
(a) See Note (a) to the table under "Stock Ownership of Management." Except as
disclosed in the Notes below, each of the following persons disclaims that
he or she is acting in concert with, or as a member of a group consisting
of, the other named individuals. Richard P. Morthland is the son of Rex J.
and Ann Plant Morthland and the brother of Edith Morthland Jones and Mary
Ann Morthland Patterson.
(b) Included in such 776,963 shares are (1) 138,802 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 776,963 shares are 3,226 shares
allocated to the account of Richard P. Morthland under the ESOP and 9,400
shares of Common Stock subject to outstanding options held by Mr. Morthland
which are exercisable within 60 days of March 10, 2000. Such 776,963 shares
do not include 9,000 shares of Common Stock subject to outstanding options
held by Mr. Morthland which are not exercisable within 60 days of March 10,
2000, and 3,072 shares held by Mr. Morthland's son as to which he disclaims
beneficial ownership.
(c) Included in such 428,570 shares are (1) 58,048 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) 120,966 shares held by three
trusts of which Rex J. Morthland is co-trustee with Richard P. Morthland,
Edith Morthland Jones and Mary Ann Morthland Patterson, each as to 40,322
shares. 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 100,890 shares of Common Stock and shared voting and
dispositive power with respect to 3,408 shares of Common Stock.
(e) Regions Financial Corporation reported sole voting power of 466,021 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.
13
<PAGE>
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, 2000. PricewaterhouseCoopers LLP served as the Company's
independent accountants for the year ended December 31, 1999 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.
CHANGE IN DATE OF ANNUAL MEETINGS
Historically, annual meetings of the shareholders of the Company and, prior
to formation of the Company as a bank holding company, shareholders of the Bank
have been held on the second Tuesday of April. Due primarily to the increasing
complexity of the Company's financial reporting obligations and the time
necessary to complete such reports, the Board of Directors has amended the
Company's Bylaws, effective as of the 2001 annual meeting of the shareholders,
to provide that the annual meeting of the shareholders of the Company shall be
held on the second Tuesday of May of each year or on such other date as the
Board of Directors may determine.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the 2001
annual meeting of the shareholders, to be held on or about May 8, 2001, 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 2001
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
17, 2000. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 2001 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.
Effective as of the 2001 annual meeting of the shareholders, the Company's
Bylaws provide that due notice of business to be brought before an annual
meeting by a shareholder must be delivered to the principal executive offices of
the Company not less than 30 nor more than 90 days prior to the meeting, unless
notice or prior public disclosure of the date of the meeting occurs fewer than
45 days prior to the date of the meeting, in which event the Bylaws provide that
due notice of business to be brought before the meeting by a shareholder must be
so received not later than the close of business on the 15th day following the
day on which notice of the day of the meeting was mailed or public disclosure
was made. A shareholder's notice of new business must also set forth certain
information specified in the Company's Bylaws concerning the business the
shareholder proposes to bring before the annual meeting. New business may be
proposed by any shareholder eligible to vote at an annual meeting, provided the
notice is timely and complies with the informational requirements of the Bylaws.
To be timely under the Bylaws, a shareholder's proposal for new business in
connection with the 2001 annual meeting of the shareholders must be delivered on
or before April 8, 2001. With respect to the 2001 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 April 8, 2001,
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.
14
<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. Under SEC rules, if a shareholder notifies the Company after
February 8, 2000 of such shareholder's intent to present a proposal at the
Annual Meeting, the persons named in the accompanying proxy may exercise such
discretionary voting authority if the proposal is raised at the Annual Meeting,
without any discussion of the matter in this Proxy Statement.
By Order of the Board of Directors
M. SCOTT PATTERSON
Secretary
Selma, Alabama
March 17, 2000
15
<PAGE>
The Peoples BancTrust Company, Inc.
310 BROAD STREET, SELMA, ALABAMA 36701
REVOCABLE PROXY FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
APRIL 11, 2000
The undersigned hereby constitutes and appoints Rex J. Morthland, A. D.
Lovelady, and George P. Walthall, Sr., and each of them, the proxies of the
undersigned with full power of substitution, to attend the Annual Meeting of the
Shareholders of The Peoples BancTrust Company, Inc. (the "Company") to be held
at the main office of The Peoples Bank and Trust Company, 310 Broad Street,
Selma, Alabama on Tuesday, April 11, 2000 at 5:30 p.m., local time, and any
adjournments thereof, and to vote all the shares of Common Stock of the Company
which the undersigned may be entitled to vote, upon the following matters.
1. 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, Richard P. Morthland, Thomas B. Newton, Walter Owens,
David Y. Pearce, C. Ernest Smith, Julius E. Talton, Jr., and Daniel P.
Wilbanks.
2. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
THIS PROXY IS BEING 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 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
[X] Please mark your
votes as in this
example
The Election of Directors as listed on the front of this card (except as
marked to the contrary below).
FOR WITHHOLD FOR ALL EXCEPT
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For all except" and write that
nominee's name in the space below.
___________________________________________________
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, 1999, and
hereby revolves any proxy heretofore given. This proxy may be rewarded at any
time before its exercise.
DATE: _____________________________________
SIGNATURE: ________________________________
SIGNATURE: ________________________________
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.
____________________________________________
____________________________________________
PLEASE MARK, DATE, AND SIGN AS YOUR NAME APPEARS HEREIN AND RETURN IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
