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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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Commission File Number 2-98268
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PEOPLES FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Mississippi 64-0709834
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
Lameuse and Howard Avenues, Biloxi, Mississippi 39533
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(Address of principal executive offices) (Zip code)
601-435-5511
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. X
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Cover Page 1 of 2 Pages
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The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 1998 was approximately $76,780,000. For purposes of
this calculation only, shares held by non-affiliates are deemed to consist of
(a) shares held by all shareholders other than directors and executive officers
plus (b) shares held by directors and executive officers as to which beneficial
ownership has been disclaimed.
On March 1, 1998 the registrant had outstanding 1,476,336 shares of common
stock, par value of $1.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the year ended
December 31, 1997 are incorporated by reference into Parts I, II and III of this
report. Portions of the Registrant's Definitive Proxy Statement issued in
connection with the Annual Meeting of Shareholders to be held April 15, 1998,
are incorporated by reference into Part III of this report.
Cover Page 2 of 2 Pages
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PART II
ITEM 7a - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market prices
and rates. Interest rate risk is the most significant market risk affecting the
Company. Other types of market risk, such as foreign currency exchange rate risk
and commodity price risk, do not arise in the normal course of the Company's
business activities. Also, the Company does not currently nor does it plan in
the immediate future to engage in trading activities or use derivative or
off-balance sheet instruments to control interest rate risk.
The Company has risk management policies in place to monitor and limit exposure
to market risk. The Asset/Liability ("ALCO") Committee, consisting of the
President and the Investment Officers, are responsible for the day-to-day
operating guidelines and approves strategies affecting net interest income and
coordinates activities within policy limits established by the Board of
Directors based on the Company's tolerance for risk. Specifically, the key
objectives of the Company's asset/liability management program are to manage the
exposure of planned net interest margins to unexpected changes due to interest
rate fluctuations. These efforts will also affect loan pricing policies, deposit
interest rate policies, asset mix and volume guidelines and liquidity. The ALCO
committee reports to the Board of Directors on a quarterly basis.
The Company has implemented a conservative approach to its asset/liability
management. The net interest margin is managed on a daily basis largely as a
result of the management of the liquidity needs of the bank subsidiary. The
Company generally follows a policy of investing in short term U. S. Government
securities with maturities of two years or less. The loan portfolio consists of
a 50% - 50% blend of fixed and floating rate loans. It is the general loan
policy to offer loans with maturities of five years or less. On the liability
side, more than 60% of the deposits are demand and savings transaction accounts.
Additionally, the vast majority of the certificates of deposit mature with in
eighteen months. The short term nature of the financial assets and liabilities
allow the Company to meet the dual requirements of liquidity and interest rate
risk management.
The interest rate sensitivity table below provides additional information about
the Company's financial instruments that are sensitive to changes in interest
rates. The tabular disclosure reflects contractual interest rate repricing dates
and contractual maturity dates. Loan maturities have been adjusted for reserve
for loan losses. There have been no adjustments for such factors as prepayment
risk, early calls of investments, the effect of the maturity of balloon notes or
the early withdrawal of deposits.
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Interest Rate Sensitivity
December 31, 1997 (In Thousands)
<TABLE>
<CAPTION>
12/31/97
Fair
1998 1999 2000 2001 2002 Beyond Total Value
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loans, net $ 88,751 $ 28,021 $ 29,748 $ 52,201 $ 30,462 $ 18,178 $ 247,361 $ 247,210
Average rate 8.91% 9.67% 9.68% 9.70% 9.71% 9.30% 9.36%
Investment
securities 56,521 26,699 15,162 19,291 980 31,861 150,514 151,471
Average rate 5.68% 6.16% 6.26% 6.34% 6.46% 6.53% 6.10%
Total
Financial
Assets 145,272 54,720 44,910 71,492 31,442 50,039 397,875 398,681
Average rate 7.98% 8.34% 8.83% 9.05% 9.64% 7.77% 8.43%
Deposits 296,056 3,889 2,458 711 1,860 304,974 305,159
Average rate 4.48% 5.29% 5.62% 4.86% 5.71% 4.67%
Long-term
funds 12 13 13 14 16 147 215 189
Average rate 5.38% 5.38% 5.38% 5.38% 5.38% 5.38% 5.38%
Total
financial
liabilities 296,068 3,902 2,471 725 1,876 147 305,189 305,348
Average rate 4.48% 5.29% 5.62% 4.88% 5.71% 5.38% 4.67%
</TABLE>
FORWARD LOOKING INFORMATION - Congress passed the Private Securities Litigation
Act of 1995 in an effort to encourage corporations to provide information about
a company's anticipated future financial performance. This act provides a safe
harbor for such disclosure which protects the companies from unwarranted
litigation if actual results are different from management expectations. This
report contains forward-looking statements and reflects industry conditions,
company performance and financial results. These forward-looking statements are
subject to a number of factors and uncertainties which could cause the company's
actual results and experience to differ from the anticipated results and
expectations expressed in such forward-looking statements.
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SIGNATURE
Pursuant to the requirements of Section 13 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.
PEOPLES FINANCIAL CORPORATION
(Registrant)
Date: April 16, 1998
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BY: /s/ Chevis C. Swetman
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Chevis C. Swetman, Chairman of the Board
Date: April 16, 1998
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BY: /s/ Lauri A. Wood
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Lauri A. Wood, Chief Financial Officer
