EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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SOUTH ALABAMA BANCORPORATION, INC. AND THE PEOPLES BANCTRUST
COMPANY, INC. ANNOUNCE DEFINITIVE MERGER AGREEMENT
SELMA, AL AND MOBILE, AL, JANUARY 17, 2001. W. Bibb Lamar, Jr., President and
Chief Executive Officer of South Alabama Bancorporation, Inc. (NASDAQ: SABC),
and Richard P. Morthland, Chairman and Chief Executive Officer of The Peoples
BancTrust Company, Inc. (NASDAQ: PBTC), announced today approval by their
respective boards of directors of an Agreement and Plan of Merger.
The merger agreement provides for Peoples and South Alabama to combine in a
merger of equals in which each share of Peoples common stock will be exchanged
for 1.35 shares of South Alabama common stock. Following the merger, South
Alabama shareholders will own approximately 55% and Peoples shareholders will
own approximately 45% of the combined company. South Alabama, as the surviving
corporation, will, at the time of the merger, change its name to The Peoples
BancTrust Company, Inc.
The parties expect the merger to be treated as a pooling of interests for
accounting purposes. Mr. Morthland will be Chairman and co-Chief Executive
Officer and Mr. Lamar will be President and co-Chief Executive Officer of the
surviving corporation. Two years following the merger Mr. Morthland will
continue on a full time basis as Chairman, and Mr. Lamar will assume sole
responsibilities as Chief Executive Officer. The Board of Directors of the
merged company will be comprised of an equal number of representatives from each
of South Alabama and Peoples.
Elam P. Holley, Jr., currently President of Peoples, will be Vice-Chairman
of the Board of Directors and Chief Operating Officer of the combined company,
and J. Stephen Nelson, currently Chairman of South Alabama, will be Vice
Chairman of the Board of Directors and Chairman of the Executive Committee of
the combined company.
The combined company will have assets of approximately $1.2 billion and is
expected to be the seventh largest publicly traded bank holding company
headquartered in Alabama. The merged company will have banking locations in the
following Alabama counties: Autauga, Baldwin, Bibb, Butler, Clarke, Dallas,
Elmore, Escambia, Lee, Marengo, Mobile, Monroe, Shelby, Tallapoosa, and
Tuscaloosa. In addition, the merged company will have trust, brokerage,
insurance and finance company subsidiaries.
Consummation of this transaction remains subject to approval of the
shareholders of both companies, approval by various regulatory agencies and
various other conditions which must be satisfied.
The Peoples BancTrust Company, which has total assets of approximately $650
million and is headquartered in Selma, Alabama, is the parent company of The
Peoples Bank and Trust Company. South Alabama Bancorporation, which has total
assets of approximately $563 million and is headquartered in Mobile, Alabama, is
the parent company of South Alabama Bank in Mobile and Baldwin Counties, First
National Bank, Brewton, The Monroe County Bank, The Commercial Bank of
Demopolis, Sweet Water State Bank and South Alabama Trust Company, Inc.
This press release contains certain "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements
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contained herein include statements about the consummation of the transaction
between South Alabama and Peoples, future financial and operating results of the
combined company and benefits of the transaction referred to herein. Factors
that could cause actual results to differ materially from those described herein
include: the inability to obtain regulatory approvals and satisfy other
conditions to the merger; the inability to successfully integrate the South
Alabama and Peoples businesses; costs related to the transaction; regulatory
changes; the general economic environment; changes in interest rates; changes in
the securities markets generally; unfavorable customer reaction to the proposed
transaction; and competition in the market place. More detailed information
about these factors is set forth in the reports filed by both South Alabama and
Peoples with the Securities and Exchange Commission. Neither South Alabama nor
Peoples is under any obligation (and they expressly disclaim any such
obligation) to update or alter its forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, South Alabama will file a
registration statement on Form S-4, including a joint proxy statement and
prospectus, with the Securities and Exchange Commission. Investors and security
holders are advised to read the registration statement, including the joint
proxy statement and prospectus when they become available, because they will
contain important information about the proposed merger. Investors and security
holders may obtain a free copy of the registration statement and the joint proxy
statement and prospectus (when available) and other documents filed by South
Alabama and by Peoples with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at http://www.sec.gov. Free copies
of the registration statement (when available) and other documents filed by
South Alabama and Peoples with the Securities and Exchange Commission may also
be obtained from:
F. Michael Johnson Scott Patterson
Chief Financial Officer Secretary
South Alabama Bancorporation, Inc. The Peoples BancTrust Company, Inc.
(334) 431-7813 (334) 418-8268
South Alabama and Peoples, and their respective directors and officers, may
be deemed to be participants in the solicitation of proxies from the
shareholders of South Alabama and Peoples in connection with the proposed
merger. Information about the directors and officers of South Alabama and their
ownership of South Alabama Stock is set forth in the proxy statement for South
Alabama's 2000 Annual Meeting of Shareholders. Information about the directors
and officers of Peoples and their ownership of Peoples Stock is set forth in the
proxy statement for Peoples' 2000 Annual Meeting of Shareholders. Investors and
shareholders may obtain additional information about the interests of such
participants by reading the joint proxy statement and prospectus when it becomes
available.
