<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 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 Sec. 240.14a-11(c) or Sec. 240.14a-12.
Peoples Financial Corporation
- --------------------------------------------------------------------------------
(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)(l) 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.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS GIVEN that, pursuant to a call of its Directors, the Annual Meeting
of Shareholders of Peoples Financial Corporation (the "Company") will be held
at The Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 15,
1998, at 7:00 P. M., local time, for the purpose of considering and voting upon
the following matters:
1. To elect five (5) Directors to hold office for a term of one (l) year,
or until their successors are elected and shall have qualified.
2. To amend the Articles of Incorporation to increase the number of
authorized shares the Company shall have authority to issue from
1,500,000 to 15,000,000.
3. To approve the appointment of Piltz, Williams, LaRosa & Co. as the
certified public accountants of the Company.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only those shareholders of record at the close of business on February 16,
1998, shall be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN AND
RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY
EXECUTION OF A SUBSEQUENTLY DATED PROXY.
By Order of the Board of Directors
/s/ Chevis C. Swetman
--------------------------------------------
Chevis C. Swetman
Chairman, President and Chief Executive
Officer
Dated and Mailed at
Biloxi, Mississippi
March 10, 1998
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
I. GENERAL
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Peoples Financial Corporation (the "Company") of Proxies
for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at The
Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 15, 1998, at
7:00 P.M., local time, and any adjournment thereof, for the purposes stated in
the foregoing Notice of Annual Meeting of Shareholders.
Shareholders of record of the Company's Common Stock (the "Common Stock"), at
the close of business on February 16, 1998,(the "Record Date") are entitled
to receive notice of and to vote at the Annual Meeting or any adjournments
thereof. On the Record Date, the Company had outstanding 1,476,336 shares. A
majority of the outstanding shares constitutes a quorum. Except in the election
of directors, each share of Common Stock entitles the holder thereof to one (l)
vote on each matter presented at the Annual Meeting for Shareholder approval.
Action on a matter is approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Abstentions are not counted.
Any person giving a Proxy has the right to revoke it at any time before it is
exercised. A shareholder may revoke his Proxy (l) by revoking it in person at
the Annual Meeting, (2) by written notification to the Company which is
received prior to the exercise of the Proxy, or (3) by a subsequent Proxy
presented to the Company prior to the exercise of the Proxy. All properly
executed Proxies, if not revoked, will be voted as directed. If the shareholder
does not direct to the contrary, the shares will be voted "FOR" the nominees
listed thereon and "FOR" each of the proposals described. Solicitation of
Proxies will be primarily by mail. Officers, directors, and employees of The
Peoples Bank (hereinafter referred to as the "Bank") also may solicit Proxies
personally. The Company will reimburse brokers and other persons holding shares
in their names, or in the names of nominees, for the expense of transmitting
Proxy materials. The cost of soliciting Proxies will be borne by the Company.
The Board of Directors is not aware of any matters other than as set forth
herein which are likely to be brought before the meeting. If other matters do
come before the meeting, the persons named in the accompanying Proxy or their
substitutes will vote the shares represented by such Proxies in accordance with
the recommendations of the Board of Directors of the Company.
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II. ELECTION OF DIRECTORS
The following nominees have been proposed by the Board of Directors for
election at the Annual Meeting. The shares represented by properly executed
Proxies will, unless authority to vote is withheld, be voted in favor of these
persons. In the election of directors, each shareholder may vote his shares
cumulatively by multiplying the number of shares he is entitled to vote by the
number of directors to be elected. This product shall be the number of votes
the shareholder may cast for one nominee or by distributing this number of
votes among any number of nominees. If a shareholder withholds authority for
one or more nominees and does not direct otherwise, the total number of votes
that the shareholder is entitled to cast will be distributed equally among the
remaining nominees. Should any of these nominees be unable to accept the
nomination, the shares will be voted for such other persons as the Board of
Directors shall nominate. Each director is elected to hold office until the
next annual meeting of shareholders and until his successor is elected and
qualified. Shareholders may make nominations at the meeting. The persons who
will be elected to the Board of Directors will be the five nominees receiving
the largest number of votes.
<TABLE>
<CAPTION>
Business Experience Director of Director of
Name Age During Last Five Years Company Since Bank Since
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Drew Allen 47 Director, The Peoples Bank; President, 1996 1993
Allen Beverages, Inc.
William A. Barq 76 Vice Chairman of the Board, The Peoples 1984 1971
Bank; Former Owner and President
(retired), Barq's Bottling Co., Inc.
Andy Carpenter 50 Executive Vice President, Peoples 1984 1984
Financial Corporation; Director and
Executive Vice President, The Peoples
Bank
Chevis C. Swetman 50 Chairman of the Board, President and 1984 1975
Chief Executive Officer, Peoples
Financial Corporation; Chairman of the
Board, Director, President and Chief
Executive Officer, The Peoples Bank
F. Walker Tucei 80 Director and Executive Vice President 1984 1975
(retired), The Peoples Bank
</TABLE>
F. Walker Tucei is the father of Robert M. Tucei, who is a Vice President of
the Company.
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III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 16, 1998, the Company had outstanding 1,476,336 shares of its
Common Stock, $1.00 par value, owned by approximately 442 shareholders. The
following is certain information about the shareholders beneficially owning
more than five percent of the outstanding shares of the Company.
<TABLE>
<CAPTION>
Amount and Nature of
Name & Address of Beneficial Owner Beneficial Ownership Percent of Class
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ella Mae Barq 113,560 7.69%
P. O. Box 1347
Biloxi, MS 39533-1347
Peoples Financial Corporation Employee Stock 186,779 12.65%
Ownership Plan & Trust
Chevis C. Swetman, Trustee
152 Lameuse Street
Biloxi, MS 39530
Chevis C. Swetman (1) 245,680 16.64%
1210 Beach Boulevard
Biloxi, MS 39530
</TABLE>
(1) Includes shares owned by Mr. Swetman's son, shares owned by Mr. Swetman and
his wife jointly, shares owned by Mr. Swetman's IRA account, and shares owned by
the IRA account of Mr. Swetman's wife.
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<PAGE> 6
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Company's Common Stock as
of February 16, 1998, by persons who are currently serving as directors,
persons nominated for election at the Annual Meeting and each of the executive
officers named in Section V hereof. Also shown is the ownership by all
directors and executive officers as a group. The persons listed have sole
voting and investment power as to all shares except as indicated. Percent of
outstanding shares of Common Stock owned is not shown where less than one
percent.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of Percent of Outstanding
Common Stock Shares of Common Stock
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Drew Allen 960
William A. Barq 18,720 1.27%
Andy Carpenter 1,260 (1)
Jeannette E. Romero 240
Thomas J. Sliman 180
Chevis C. Swetman 245,680 (2) 16.64%
F. Walker Tucei 400 (3)
Robert M. Tucei 9,208
Directors and executive officers of the
Company as a group 276,648 18.74%
</TABLE>
(1) Includes shares held in IRA accounts in the names of Mr. Carpenter and his
wife.
(2) See note (1) at Section III.
(3) Includes shares owned by Mr. Tucei's wife.
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V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation for 1997, 1996 and
1995 paid by the Company and its subsidiaries to the Company's Chief Executive
Officer and its only other executive officer where compensation in the form of
salaries and bonuses exceeded $100,000 in 1997. Also presented is the credited
years of service under the pension plan.
<TABLE>
<CAPTION>
All Other
Name and Principal Compensation Years of
Position Year Salary Bonus (1) Service
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Chevis C. Swetman, 1997 $167,267 $91,150 $8,690 26
President and Chief
Executive Officer 1996 $142,200 $90,200 $8,144
1995 $141,550 $103,300 $11,349
Andy Carpenter, Executive 1997 $122,892 $53,500 $7,470 20
Vice President
1996 $112,800 $50,800 $7,332
1995 $112,500 $55,000 $10,547
Thomas J. Sliman, Second 1997 $74,625 $28,000 $4,831 13
Vice President
1996 $71,200 $24,100 $4,850
1995 $68,678 $25,875 $6,250
Robert M. Tucei, 1997 $74,625 $28,000 $4,676 13
Vice President
1996 $71,225 $27,050 $4,941
1995 $68,663 $28,000 $6,669
</TABLE>
(1) Includes contributions and allocations pursuant to Employee Stock Ownership
Plan
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Chevis C. Swetman, Andy Carpenter,
Drew Allen, Tyrone J. Gollott, Jeffrey H. O'Keefe and Dan Magruder. Messrs.
Allen, Gollott, O'Keefe and Magruder are directors of the Bank. Messrs.
Swetman and Carpenter are officers and directors of the Company and the Bank.
Mr. Allen serves as chairman of the Committee. It is the responsibility of the
Committee to assess the performance and establish base salaries and annual
bonus compensation for the executive officers.
In establishing the salary of the Chief Executive Officer, the Committee
primarily considered Mr. Swetman's past performance and the compensation levels
of chief executive officers of comparable financial
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institutions. Specifically, the Committee utilized asset size peer group
compensation data as provided by the Mississippi Bankers Association ("MBA")
and the Bank Administration Institute ("BAI"). Additionally, in setting Mr.
Swetman's salary, performance criteria such as the Company's return on average
assets, return on equity and asset growth compared with prior years were
considered. No specific weights were assigned to these factors. Mr. Swetman's
annual bonus was determined primarily on the Committee's evaluation of the
earnings performance of the Company compared with prior years. No objective
criteria were utilized in this evaluation.
With respect to the other executive officers, the Committee's recommendation
concerning salaries was based upon the performance of these officers during
1996 as reflected by the performance of the Company. The performance of the
Company was evaluated by considering such criteria as return on average assets,
return on equity and asset growth. No specific weights were assigned to these
factors. Also, the Committee considered the asset size peer group compensation
data as provided by the MBA and BAI for executive officers with similar duties
and responsibilities. The amount of bonuses paid to these executive officers
was determined primarily on the Committee's evaluation of the earnings
performance of the Company in 1997 compared with prior years. No objective
criteria were utilized in this evaluation.
Messrs. Swetman and Carpenter abstain from discussions and decisions regarding
their own compensation.
This report was presented by the Compensation Committee:
<TABLE>
<S> <C> <C>
Drew Allen, Chairman Tyrone J. Gollott Jeffrey H. O'Keefe
Andy Carpenter Dan Magruder Chevis C. Swetman
</TABLE>
PERFORMANCE GRAPH
The following graph compares the Company's annual percentage change in
cumulative total shareholder return on common shares over the last five years
with the cumulative total return of companies with comparable market
capitalization and a peer group consisting of the Media General Financial
Services Industry Group 045-East South Central Banks. The broad market group
consists of publicly-held companies with total equity within five (5) percent
of the Company's as of December 31, 1997. The Company is not listed on an
exchange or over the counter market. A list of the companies included in the
peer group index follows the graph.
This presentation assumes that $100 was invested in shares of the relevant
issuers on December 31, 1992, and that dividends received were immediately
invested in additional shares. The graph plots the value of the initial $100
investment at one year intervals. For purposes of constructing this data, the
returns of each component issuer have been weighted according to that issuer's
market capitalization.
Five Year Cumulative Return
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Peoples Financial Corporation 100.00 130.52 160.70 190.3 216.58 341.19
Broad Market 100.00 103.10 84.38 93.15 83.84 83.39
Peer Group 100.00 105.70 106.13 142.61 184.25 326.12
</TABLE>
MG Industry Group 045-East South Central Banks:
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<PAGE> 9
<TABLE>
<S> <C> <C>
Alabama National Bancorp Compass Bancshares, Inc. Peoples First Corporation
Amsouth Bancorporation Deposit Guaranty Corporation Peoples Holding Company
Area Bancshares Corporation Eufala Banccorp, Inc. Premier Financial Bancorporation
Banco Central Hispano, S.A. Farmers Capital Bank Corporation Regions Financial Corporation
Banco Rio De La Plata, S.A. First American Corp, Tennessee S. Y. Bancorp, Inc.
Bancorpsouth, Inc. First M & F Corporation South Alabama Bancorp
Britton & Koontz Capital Corp First Tennessee National Corporation Southtrust Corporation
CBT Corp Hancock Holding Company Trans Financial, Inc.
Colonial Bancgroup Class A Mid American Bancorp Trustmark Corporation
Community Financial Group National Commerce Bancorporation Union Planters Corporation
Community Trust Bank Corp., Inc. Peoples Banctrust Company
</TABLE>
DIRECTORS' COMPENSATION
During 1997, directors who are employees of the Bank did not receive any
compensation for serving on the Board of the Bank or the Company or on any
Board Committee. Each non-employee director receives $200 per Board meeting
attended. Each non-employee director receives $100 per committee meeting
attended. The Vice-Chairman of the Bank's Board receives an annual retainer of
$3,000 and all other non-employee directors of the Bank receive an annual
retainer of $2,000. Directors may defer all or a portion of their directors'
fees pursuant to the Directors' Deferred Income Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
During 1997, no executive officer of the Company or any of its subsidiaries
served as a member of the compensation committee (or other board or committee
performing similar functions) or the board of directors of another entity, one
of whose executive officers served on the compensation committee or board of
directors of the Company.
VI. TRANSACTIONS WITH MANAGEMENT
No officer, director, their related entities, or their immediate family members
have been indebted to the Company at any time during 1997. However, the Bank
has had in the past, now has, and expects to have in the future, banking
transactions in the ordinary course of its business with directors, officers,
principal shareholders and their related entities and immediate family members.
These transactions are on substantially the same terms, including interest
rates and collateral, as those prevailing at the same time for comparable
transactions with others, and do not involve more than normal risks of
collectability or present other unfavorable features. Other than these
transactions, there were no material transactions with any such persons during
the year ended December 31, 1997.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1997, the Company did not have standing audit, compensation, loan or
trust committees. However, during 1997, the Bank had standing audit,
compensation, loan and trust committees which met on a regularly scheduled
basis.
There were 15 meetings of the Board of Directors of the Company held during
1997. Of those directors serving during 1997, none attended fewer than 75
percent of the Board meetings.
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VIII. EXECUTIVE OFFICERS
The following sets forth certain information with respect to the executive
officers of the Company who are not also directors as of December 31, 1997:
<TABLE>
<CAPTION>
Name (Age) Position
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Jeannette E. Romero (52) First Vice President, Peoples Financial Corporation since
1994; Senior Vice President, The Peoples Bank since 1990
Thomas J. Sliman (61) Second Vice President, Peoples Financial Corporation since
1985; Senior Vice President, The Peoples Bank since 1988
Robert M. Tucei (51) Vice President, Peoples Financial Corporation since 1995;
Senior Vice President, The Peoples Bank since 1988
David M. Hughes (42) Vice President, Peoples Financial Corporation since 1995;
Senior Vice President, The Peoples Bank since 1994
Lauri A. Wood (36) Chief Financial Officer and Controller, Peoples Financial
Corporation since 1994; Senior Vice President/Cashier, The
Peoples Bank since 1996
A. Wes Fulmer (38) Secretary, Peoples Financial Corporation since 1997; Senior
Vice President , The Peoples Bank since 1997
</TABLE>
IX. AMENDING THE ARTICLES OF INCORPORATION
The Board of Directors has proposed an amendment to the Company's Articles of
Incorporation increasing the number of authorized common shares from 1,500,000
to 15,000,000. This increase will allow the Company to issue additional shares
to raise capital or declare future stock splits. No additional shares are
currently proposed to be issued. Approval of the proposed amendment will
require approval of a majority of the shares voting.
X. INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Piltz, Williams, LaRosa & Co., a firm of
independent certified public accountants, as auditors for the fiscal year
ending December 31, 1998. Piltz, Williams, LaRosa & Co. has been auditors for
the Company since it commenced business in 1984 and have been associated with
The Peoples Bank since 1965.
The Company has been advised that neither the firm nor any of its partners has
any direct or any material indirect financial interest in the securities of the
Company or any of its subsidiaries, except as auditors and
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<PAGE> 11
consultants on accounting procedures and tax matters. The Board does not
anticipate that representatives of Piltz, Williams, LaRosa & Co. will attend
the Annual Meeting.
Although not required to do so, the Board of Directors has chosen to submit its
appointment of Piltz, Williams, LaRosa & Co. for ratification by the Company's
shareholders. It is the intention of the persons named in the PROXY to vote
such Proxy "FOR" the ratification of this appointment. If this proposal does
not pass, the Board of Directors will reconsider the matter.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Chevis C. Swetman
Chevis C. Swetman
Chairman
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<PAGE> 12
PROXY
PEOPLES FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 15, 1998
The undersigned hereby appoint(s) Chevis C. Swetman and Andy Carpenter, or
either of them, the true and lawful attorneys-in-fact for the undersigned, with
full power of substitution, to vote as proxies for the undersigned at the
Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company")
to be held in the Directors' Room of The Peoples Bank, Biloxi, Mississippi,
39530, at 7:00 P.M., local time, on April 15, 1998, and at any and all
adjournments thereof, the number of shares which the undersigned would be
entitled to vote if then personally present, for the following purposes:
1. The election of the following five persons as directors.
(INSTRUCTIONS: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD BY
LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.)
Drew Allen William A. Barq Andy Carpenter
Chevis C. Swetman F. Walker Tucei
For all nominees Against all
except as indicated ______________ nominees ______________
2. To amend the Articles of Incorporation to increase the number of
authorized shares the Company shall have the authority to issue from
1,500,000 to 15,000,000.
Approve __________ Disapprove __________ Abstain __________
3. To approve the appointment of Piltz, Williams, LaRosa & Co. as the
independent certified public accountants of the Company.
Approve __________ Disapprove __________ Abstain __________
4. Transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
Approve __________ Disapprove __________ Abstain __________
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY, WILL BE VOTED FOR THE ABOVE PROPOSALS, UNLESS A CONTRARY DIRECTION IS
INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IF AUTHORITY IS GRANTED
PURSUANT TO PROPOSAL 4 ABOVE, THE PROXIES INTEND TO VOTE ON ANY OTHER BUSINESS
COMING BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTION OF A MAJORITY
OF THE BOARD OF DIRECTORS OF THE COMPANY.
Please date the Proxy and sign your name exactly as it appears on the stock
records of the Company. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full titles as such. If signed as a corporation, please sign full
corporate name by authorized officer.
___________________________________
Signature
___________________________________
Signature
Date _______________
Number of Shares _______________
