SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2001
THE PEOPLES BANCTRUST COMPANY, INC.
-----------------------------------
(Exact name of Registrant as Specified in Charter)
Alabama 0-13653 63-0896239
------- ------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
310 Broad Street, Selma, Alabama 36701
--------------------------------------
(Address of Principal Executive Offices)
(334) 875-1000
--------------
Registrant's telephone number, including area code
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
---------------------
On January 17, 2001, The Peoples BancTrust Company, Inc. (the "Company")
and South Alabama Bancorporation, Inc. ("South Alabama") announced that they
would combine in a "merger of equals" transaction pursuant to an Agreement and
Plan of Merger ("Merger Agreement") dated January 17, 2001. Pursuant to the
Merger Agreement, the Company will merge into South Alabama with South Alabama
as the surviving corporation ("Merger"), whose name shall be "The Peoples
BancTrust Company, Inc." At the effective time of the Merger, each share of the
Company's issued and outstanding common stock will be converted into 1.35 shares
of South Alabama's common stock (or cash in lieu of fractional shares). The
Merger, which was approved by the boards of directors of both companies, is
subject to normal regulatory approvals and the approval of the shareholders of
the Company.
In connection with the execution of the Merger Agreement, the Company and
South Alabama entered into (a) an option agreement pursuant to which South
Alabama granted the Company an option to purchase up to 19.9% of South Alabama's
shares, exercisable at $8.625 per share under certain circumstances (the "South
Alabama Option Agreement:"), and (b) an option agreement pursuant to which the
Company granted South Alabama an option to purchase up to 19.9% of the Company's
shares, exercisable at $12.435 per share under certain circumstances (the
"BancTrust Option Agreement").
The South Alabama Option Agreement and the BancTrust Option Agreement are
Exhibits A and B, respectively, to the Merger Agreement filed as Exhibit 2.1 to
this Current Report on Form 8-K. The joint press release of the Company and
South Alabama announcing approval of the Merger Agreement is filed as Exhibit
99.1 to this Report. Exhibits 2.1 and 99.1 are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
---------------------------------------------------------------------------
Exhibit 2.1 Agreement and Plan of Merger dated as of January 17, 2001, by
and between the Company and South Alabama.
Exhibit 99.1 Joint Press Release dated January 17, 2001.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PEOPLES BANCTRUST COMPANY, INC.
DATE: January 17, 2001 By: /s/ Richard P. Morthland
---------------- -------------------------------
Richard P. Morthland
Chairman of the Board and
Chief Executive Officer
