<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Peoples Financial Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0709834
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Howard and Lameuse Avenues, Biloxi, Mississippi 39530
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
228-435-5511
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
- ----------------------------------------- ----------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common, $ 1.00 par value
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. BUSINESS.
Information describing Registrant's business was included in Part I, Item 1, of
the Form 10-K for the fiscal year ended December 31, 1998, which was filed by
the Registrant with the Commission on March 24, 1999, and is incorporated herein
by reference.
ITEM 2. FINANCIAL INFORMATION.
The required financial information was included in the "Five Year Comparative
Summary of Selected Financial Information" on page 9 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 10 - 16 of the 1998 Annual Report to Shareholders, which was filed as
Exhibit 13 to the Form 10-K for the fiscal year ended December 31, 1998. A copy
of the 1998 Annual Report to Shareholders was filed by the Registrant with the
Commission on March 24, 1999, and is incorporated herein by reference.
ITEM 3. PROPERTIES.
The principal properties of the Registrant are its 13 business locations,
including the Main Office, which is located at 152 Lameuse Street, in Biloxi,
MS. All such properties are owned by the Registrant. The operations center is
subject to a mortgage from the Small Business Administration. This mortgage is
due to mature in 2004. The address of the Main Office and branch locations are
listed on page 44 of the 1998 Annual Report to Shareholders, a copy of which was
filed as Exhibit 13 to the Form 10-K for the fiscal year ended December 31,
1998, which was filed by the Registrant with the Commission on March 24, 1999,
and is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Security Ownership of Management and the Five Percent (5%) Beneficial
Ownership is reflected in Sections III and IV of the Proxy Statement in
connection with the Annual Meeting of Shareholders to be held April 14, 1999, a
copy of which was filed by the Registrant in definitive form with the Commission
on March 9, 1999, and is incorporated herein by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
A listing of the directors and executive officers of the Registrant is reflected
in Sections II and VIII of the Proxy Statement in connection with the Annual
Meeting of Shareholders to be held April 14, 1999, a copy of which was filed by
the Registrant in definitive form with the Commission on March 9, 1999, and is
incorporated herein by reference.
<PAGE> 3
ITEM 6. EXECUTIVE COMPENSATION.
A listing of the compensation of Registrants' executive officers is reflected in
Section V of the Proxy Statement in connection with the Annual Meeting of
Shareholders to be held April 14, 1999, a copy of which was filed by the
Registrant in definitive form with the Commission on March 9, 1999, and is
incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The required information is detailed in Sections V, VI, VII and VIII of the
Proxy Statement in connection with the Annual Meeting of Shareholders to be held
April 14, 1999, a copy of which was filed by the Registrant in definitive form
with the Commission on March 9, 1999, and is incorporated herein by reference.
ITEM 8. LEGAL PROCEEDINGS.
Information relating to any legal proceedings involving the Registrant are
included in Note J to the Consolidated Financial Statements included in the 1998
Annual Report to Shareholders, a copy of which was filed as Exhibit 13 to the
Form 10-K for the fiscal year ended December 31, 1998, which was filed by the
Registrant with the Commission on March 24, 1999, and is incorporated herein by
reference.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Information concerning Registrant's common equity was provided on page 2 of the
1998 Annual Report, which was filed as Exhibit 13 to the Form 10-K for the
fiscal year ended December 31, 1998, a copy of which was filed by the Registrant
with the Commission on March 24, 1999, and is incorporated herein by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Registrant has not issued any of its securities during the last three years.
<PAGE> 4
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities being registered by the Registrant are common stock, with a $1.00
par value and no current dividend rights. The voting rights are stipulated in
Article II, Sections 2.10, 2.11 and 2.12 of the By Laws of the Company which are
incorporated herein by reference. Stockholder approval rights with respect to
tender offers are outlined in Article II, Section 2.15, of the By Laws of the
Company which are incorporated herein by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the By Laws of the Registrant details the indemnification of the
directors and officers of the Registrant and is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following financial statements and supplementary data of the Registrant
appear on pages 16 - 42 of the 1998 Annual Report, a copy of which was filed as
Exhibit 13 of Form 10-K for the fiscal year ended December 31, 1998, which was
filed by the Registrant with the Commission on March 24, 1999, and are
incorporated herein by reference:
Summary of Quarterly Results of Operations on page 16
Consolidated Statements of Condition on pages 17 - 18
Consolidated Statements of Income on page 19
Consolidated Statements of Shareholders' Equity on pages 20 - 21
Consolidated Statements of Cash Flows on page 22
Notes to Consolidated Financial Statements on pages 23 - 41
Independent Auditors' Report on page 42
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) 1. Index to Financial Statements:
<PAGE> 5
See Item 13.
(a) 2. Index of Financial Schedules:
All other schedules have been omitted as not applicable or not required or
because the information has been included in the financial statements or
applicable notes.
(a) 3. Index of Exhibits:
<TABLE>
<CAPTION>
Incorporated
by Reference Exhibit
to Registration Form Number
or File of Date of in
Description Number Report Report Report
----------------------------------------- --------------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
(3.1) Articles of Incorporation *
(3.2) By-Laws *
(10.1) Description of Automobile Plan 33-15595 10-K 12/31/88 10.1
(10.2) Description of Directors' 33-15595 10-K 12/31/88 10.2
Deferred Income Plan
(10.3) Description of Executive 33-15595 10-K 12/31/88 10.3
Supplemental Plan
(10.4) Split-Dollar Insurance 33-15595 10-K 12/31/93 10.4
Agreement
(10.5) Deferred Compensation Plan 33-15595 10-K 12/31/93 10.5
(13) Annual Report to Shareholders 2-98268 10-K 12/31/98 13
for year ended December 31,
1998
(21) Proxy Statement for Annual
Meeting of Shareholders to be
held April 14, 1999
(22) Subsidiaries of the registrant 33-15595 10-K 12/31/88 22
(23) Consent of Certified Public 2-98268 10-K 12/31/98 23
Accountants
(27) Financial Data Schedule *
</TABLE>
* Filed herewith.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Peoples Financial Corporation
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(Registrant)
Date April 13, 1999
----------------------------------------
By /s/ Chevis C. Swetman
----------------------------------------
Chevis C. Swetman
Chairman of the Board
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporated
by Reference Exhibit
to Registration Form Number
or File of Date of in
Description Number Report Report Report
----------------------------------------- --------------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
(3.1) Articles of Incorporation *
(3.2) By-Laws *
(10.1) Description of Automobile Plan 33-15595 10-K 12/31/88 10.1
(10.2) Description of Directors' 33-15595 10-K 12/31/88 10.2
Deferred Income Plan
(10.3) Description of Executive 33-15595 10-K 12/31/88 10.3
Supplemental Plan
(10.4) Split-Dollar Insurance 33-15595 10-K 12/31/93 10.4
Agreement
(10.5) Deferred Compensation Plan 33-15595 10-K 12/31/93 10.5
(13) Annual Report to Shareholders 2-98268 10-K 12/31/98 13
for year ended December 31,
1998
(21) Proxy Statement for Annual
Meeting of Shareholders to be
held April 14, 1999
(22) Subsidiaries of the registrant 33-15595 10-K 12/31/88 22
(23) Consent of Certified Public 2-98268 10-K 12/31/98 23
Accountants
(27) Financial Data Schedule *
</TABLE>
* Filed herewith.
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PEOPLES FINANCIAL CORPORATION
(as amended)
[Includes Certificate of Incorporation and the Articles of Incorporation,
as amended]
CERTIFICATE OF INCORPORATION
State of Mississippi
Office of the Secretary of State
Jackson
Certificate of Incorporation
of
PEOPLES FINANCIAL CORPORATION
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Incorporation for the
above named corporation duly signed and verified pursuant to the provisions of
the Mississippi Business Corporation Act, have been received in this office and
are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the authority vested in him by law, hereby issues this CERTIFICATE OF
INCORPORATION, and attaches hereto a duplicate original of the Articles of
Incorporation.
Given under my hand and Seal of
Office, this the 18th day of
December, 1984.
/s/ Dick Molpus
SECRETARY OF STATE
SEAL OF THE
MISSISSIPPI SECRETARY
OF STATE
<PAGE> 2
ARTICLES OF INCORPORATION
OF
PEOPLES FINANCIAL CORPORATION
We, the undersigned persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Mississippi Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
FIRST: The name of the corporation is Peoples Financial Corporation.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purpose or purposes for which the corporation is
organized stated in general terms are:
Primarily, to purchase, own and hold the stock of other corporations,
and to do every act and thing covered generally by the denomination
"holding corporation" or "holding company," and especially to direct
the operations of other corporations through the ownership of stock
therein; to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interest in, pledge or
otherwise dispose of shares of the capital stock, or any bonds, notes,
securities or evidences of indebtedness created by any other
corporation or corporations organized under the laws of this state or
any other state or district or country, nation or government and also
bonds or evidences of indebtedness of the United States or any other
state, district, territory, dependency or country or subdivision or
municipality thereof; to issue in exchange therefor shares of the
capital stock, bonds, notes or other obligations of the corporation and
while the owner thereof to exercise all the rights, powers and
privileges of ownership including the right to vote on any shares of
stock; to promote, lend money to and guarantee the bonds, notes,
evidences of indebtedness, contracts or other obligations of , and
otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks or other securities or evidences
of indebtedness shall be held by or for this corporation, or in which,
or in the welfare of which, this corporation shall have any interest,
and to do any acts and things permitted by law and designed to protect,
preserve, improve or enhance the value of any such bonds, stocks or
other securities or evidences of indebtedness or the property of this
corporation.
And, to engage in such activities or businesses as may from time to
time be permitted by State or Federal statutes, regulations or
authorities, including, but not limited to, the business of acting as
agent or broker for insurance companies in soliciting and receiving
application for any and all types of insurance, collecting
<PAGE> 3
premiums and doing such other business as may be delegated to agents or
brokers by such insurance companies and to conduct an insurance agency
and insurance brokerage business.
To do any and all things and exercise any and all powers, rights and
privileges which the corporation may now or hereafter be authorized to
do under the Mississippi Business Corporation Act.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Fifteen Million (15,000,000) shares of common stock
of the par value of One Dollar ($1.00) a share.
FIFTH: Peoples Financial Corporation shall have the right to purchase
its own shares to the extent of its unreserved and unrestricted earned surplus
and capital surplus available therefor.
SIXTH: The corporation will not commence business until consideration
of the value of at least $1,000 has been received for the issuance of shares.
SEVENTH: The post office address of its initial registered office is
Post Office Box 529, Lameuse and Howard Avenue, Biloxi, Mississippi 39533, and
the name of its initial registered agent at such address is Andy Carpenter.
EIGHTH: If any person, firm, or corporation, (herein referred to as the
Tender Offeror) or any person, firm, or corporation controlling the Tender
Offeror, controlled by the Tender Offeror, or under common control with the
Tender Offeror, or any group of which the Tender Offeror or any of the foregoing
persons, firms, or corporations are members, or any other group controlling the
Tender Offeror, controlled by the Tender Offeror, or under common control with
the Tender Offeror owns of record, or owns beneficially, directly or indirectly,
more than 10% of any class of equity voting security of this Corporation with
the Tender Offeror, then any merger or consolidation of this corporation with
the Tender Offeror, or any sale, lease, or exchange of substantially all of the
assets of this Corporation or of the Tender Offeror to the other may not be
effected under the laws of Mississippi unless a meeting of the shareholders of
this Corporation is held to vote thereon and the votes of the holders of voting
securities of this Company representing not less than 80% of the votes entitled
to vote thereon, vote in favor thereof. As used herein, the term group includes
persons, firms, and corporations acting in concert, whether or not as a formal
group, and the term equity security means any share or similar security; or any
security convertible, with or without consideration, into such a security, or
carrying any warrant to subscribe to or purchase such a security; or any such
warrant or right. The foregoing provision is to require a greater vote of
shareholders than is required by Mississippi Code of 1972 Section 79-3-145
(dealing with mergers and consolidations) and Section 79-3-157 (dealing with
sales, mortgages, etc. of assets outside the ordinary course of business) and
the provisions of this Article EIGHTH shall not be amended, changed or repealed
without a similar 80% vote of the voting securities in this Corporation, which
is a greater vote than required by Mississippi Code of 1972 Section 79-3-117
(dealing with amendments to these
<PAGE> 4
Articles of Incorporation).
NINTH: The Board of Directors of the Corporation shall consist of
not fewer than five (5) nor more than fifteen (15) persons. The number of
Directors may be fixed or changed from time to time, within the minimum and
maximum, by resolution of the Board of Directors. Until further action by the
Board of Directors, the Board of Directors shall consist of five (5) persons.
TENTH: The name and post office address of each incorporator is:
NAME STREET AND POST OFFICE ADDRESS
Chevis C. Swetman 1516 W. Beach
Biloxi, Mississippi 39530
Andy Carpenter 11107 LeMartin Ct.
Ocean Springs, MS 39564
DATED: December 14, 1984.
/s/ Chevis C. Swetman
----------------------------------
Incorporator
Chevis C. Swetman
/s/ Andy Carpenter
----------------------------------
Incorporator
Andy Carpenter
<PAGE> 5
STATE OF MISSISSIPPI
COUNTY OF HARRISON
This day personally appeared before me, the undersigned authority
within and for the aforesaid jurisdiction, Chevis C. Swetman and Andy
Carpenter, incorporators of the corporation known as Peoples Financial
Corporation who acknowledged that they signed and executed the above and
foregoing Articles of Incorporation as their act and deed on this the 14th day
of December, 1984.
/s/ Albert L. Breeland
----------------------------------
Notary Public
<PAGE> 1
EXHIBIT 3.2
BYLAWS
OF
PEOPLES FINANCIAL CORPORATION
BILOXI, MISSISSIPPI
Adopted March 21, 1985
As Amended April 24, 1989
<PAGE> 2
PEOPLES FINANCIAL CORPORATION
BILOXI, MISSISSIPPI
BYLAWS
ARTICLE I. OFFICES
SECTION 1.01. Principal Office. The principal office shall be at
Biloxi, Harrison County, Mississippi. The corporation may have such other
offices as are allowable by the laws of the State of Mississippi and as the
Board of Directors may designate or the business of the corporation may require
from time to time.
SECTION 1.02. Registered Office. The registered office of the
corporation required by the Mississippi Business Corporation Act to be
maintained in the State of Mississippi may be, but need not be identical with
the principal office in the State of Mississippi, and the address of the
registered office may be changed from time to time by the Board of Directors as
provided by law.
ARTICLE II. STOCKHOLDERS
SECTION 2.01. Annual Meeting. The annual meeting of the stockholders
for the purpose of fixing the number of Directors to be elected and electing
such number of Directors and for the transaction of such other business as may
come before the meeting shall be held on such date and at such time as the Board
of Directors shall each year fix, which date shall be no later than thirteen
months subsequent to the last annual meeting of stockholders. The date fixed for
the annual meeting shall not be a legal holiday in the State of Mississippi. The
annual meeting of stockholders may be held conjointly with the annual meeting of
the Board of Directors.
SECTION 2.02. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by a majority of the Board of Directors, and shall be
called by the President at the request of the holders of not less than one-tenth
of all the outstanding shares of the corporation entitled to vote at the
meeting. On failure of the President so to issue such call, same may be made,
and notice given as hereinafter prescribed, by those demanding such meeting.
Such request shall state the purposes of the proposed meeting. Business
transacted at all special meetings shall be confined to the objects stated in
the call.
SECTION 2.03. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Mississippi, as the place of
meeting for any annual meeting or for any special meeting of the stockholders.
If no designation is made, the place of meeting shall be at the principal office
of the corporation in Biloxi, Harrison County, Mississippi.
2
<PAGE> 3
SECTION 2.04. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by first-class mail, by or at the direction of the President or
the Secretary, or the officer or persons calling the meeting, to each
stockholder of record entitled to vote at such meeting. If notice is mailed at
least 30 days before the date of the meeting, it may be done by a class of
United States mail other than first class. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
SECTION 2.05. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty days. If the stock transfer books shall be closed for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to be not more than sixty days and in
case of a meeting of stockholders, not less than ten days prior to the date on
which the particular action, requiring such determination of stockholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 2.06. Presiding Officer and the Secretary. The President, or,
in his absence, an officer designated by the Board of Directors shall preside at
all stockholder meetings, and the Secretary shall serve as secretary. Otherwise,
a Chairman or Secretary shall be elected by the stockholders present to act in
the absence of those officers.
SECTION 2.07. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are
3
<PAGE> 4
the stockholders entitled to examine such list or transfer books or to vote at
any meeting of stockholders.
SECTION 2.08. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, as long as not less than
one-third of the shares entitled to vote at the meeting are represented. If a
quorum is present, or the above conditions are fulfilled so that business may be
transacted, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by law or the
articles of incorporation or elsewhere in these bylaws by specific provision.
SECTION 2.09. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
SECTION 2.10. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote of a meeting
of stockholders.
SECTION 2.11. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
4
<PAGE> 5
The corporation may own shares of its own stock as provided by
Mississippi law. If the corporation owns shares of its own stock at any time,
those shares shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of outstanding shares at
any given time.
SECTION 2.12. Cumulative Voting. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to vote,
or to cumulate his votes by giving one candidate as many votes as the number of
such Directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates.
SECTION 2.13. Action by Stockholders Without a Meeting. Any action
required to be taken at a meeting of the stockholders of the corporation, or any
action which may be taken at a meeting of the stockholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the stockholders entitled to vote with respect to the subject
matter thereof.
SECTION 2.14. Stockholder Proposals or Nominations. Except as otherwise
provided herein or by action of the Board of Directors, stockholder proposals
for any action at a stockholder meeting or nomination for election to the Board
of Directors may be made by any stockholder entitled to vote at the meeting when
the proposal is to be acted upon, or election to be held. Proposals and
nominations, other than those made by or on behalf of the existing management of
the corporation, shall be made in writing and shall be delivered or mailed to
the President of the corporation not less than 14 days nor more than 50 days
prior to the meeting when the proposal is to be acted upon, or election to be
held, provided however, that if less than 21 days' notice of the meeting is
given to stockholders, such proposal or nomination shall be mailed or delivered
to the President of the corporation not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.
Proposals and nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
proposal or nominee.
SECTION 2.15. Stockholder Approval of Tender Offer. If any person,
firm, or corporation, (herein referred to as the Tender Offeror) or any person,
firm, or corporation controlling the Tender Offeror, controlled by the Tender
Offeror, or under common control with the Tender Offeror, or any group of which
the Tender Offeror or any of the foregoing persons, firms, or corporations are
members, or any other group controlling the Tender Offeror, controlled by the
Tender Offeror, or under common control with the Tender Offeror owns of record,
or owns beneficially, directly or indirectly, more than 10% of any class of
equity voting security of this Corporation with the Tender Offeror, then any
merger or consolidation of this corporation with the Tender Offeror, or any
sale, lease, or exchange of substantially all of the assets of this Corporation
or of the Tender Offeror to the other may not be effected under the laws of
Mississippi unless a meeting of the stockholders of this Corporation is held to
vote thereon and
5
<PAGE> 6
the votes of the holders of voting securities of this Company representing not
less than 80% of the votes entitled to vote thereon, vote in favor thereof. As
used herein, the term group includes persons, firms, and corporations acting in
concert, whether or not as a formal group, and the term equity security means
any share or similar security; or any security convertible, with or without
consideration, into such a security, or carrying any warrant to subscribe to or
purchase such a security; or any such warrant or right. The foregoing provision
is to require a greater vote of stockholders than is required by Mississippi
Code of 1972 Section 79-3-145 (dealing with mergers and consolidations) and
Section 79-3-157 (dealing with sales, mortgages, etc. of assets outside the
ordinary course of business) and the provisions of this Section shall not be
amended, changed or repealed without a similar 80% vote of the voting securities
in this Corporation, which is a greater vote than required by Mississippi Code
of 1972 Section 79-3-117 (dealing with amendments to these Articles of
Incorporation).
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the corporation
shall be managed and administered by its Board of Directors. Except as limited
by law, all corporate powers shall be vested in and exercised by the Board.
SECTION 3.02. Election of Directors. The directors of the corporation shall
be elected annually by the stockholders at the annual meeting of the
stockholders. If the election of directors shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
This Section 3.02. was amended to its present form on April 24, 1989.
SECTION 3.03. Number, Tenure and Qualifications. The Board of Directors of
the Corporation shall consist of not fewer than five (5) nor more than fifteen
(15) persons. The number of directors may be fixed or changed from time to time
within the minimum and maximum, by resolution of the Board of Directors. Until
further action by the Board of Directors, the Board of Directors shall consist
of five (5) persons.
This Section 3.03. was amended to its present form on April 24, 1989.
SECTION 3.04. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw, immediately after or
conjointly with, and at the same place as, the annual meeting of stockholders.
The Board of Directors shall provide, by resolution, the time and place, either
within or without the State of Mississippi, for the holding of additional
meetings without other notice than such resolution.
SECTION 3.05. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Chairman of the Board of
Directors or by a majority of
6
<PAGE> 7
the Board of Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Mississippi, as the place for holding any special meeting of the
Board of Directors called by them.
SECTION 3.06. Action by Directors Without a Meeting. Any action
required to be taken at a meeting of the Directors of the corporation, or any
action which may be taken at a meeting of the directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof.
SECTION 3.07. Notice. Notice of any special meeting shall be given by
oral or written notice delivered personally or mailed to each director at his
business address, or by telephone or telegram. If notice is by personal
delivery, the delivery shall be at least two days prior to the special meeting.
If notice is given by mail, such notice shall be deposited in the United States
mail and addressed to each director at his business address with postage thereon
prepaid at least five days prior to any special meeting. If notice is given by
telegram, such notice shall be delivered to the telegram company at least five
days prior to any special meeting. If notice is given by telephone, such notice
shall be made at least two days prior to any special meeting. Any director may
waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 3.08. Quorum. A majority of the number of directors elected and
serving within the-limits fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at a meeting,-a majority
of the directors present may adjourn the meeting from time to time without
further notice.
SECTION 3.09. Organization. The Board of Directors shall elect one of
its members Chairman, who shall preside at all meetings of the Board. By
resolution the Directors shall designate from among its members an Executive
Committee and may designate from its members other committees, each of which
shall have all the authority of the Board of Directors except as limited in such
resolution or bylaw, and except as provided by law. All such committees shall
keep regular minutes of their meetings and shall report their actions to the
Board of Directors at its next meeting.
SECTION 3.10. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 3.11. Vacancies. Any vacancy occurring in the Board of
Directors by death, resignation or otherwise, and any newly created directorship
resulting from any increase in the
7
<PAGE> 8
authorized number of directors, may be filled by the affirmative vote of a
majority of the directors then in office, although less than a quorum, and any
director so elected to fill any such vacancy or newly created directorship shall
hold office until the next annual meeting of the stockholders and until his
successor is elected and qualified, or until his earlier resignation or removal.
This Section 3.11. was amended to its present form on April 24, 1989.
SECTION 3.12. Compensation. By resolution of the Board of Directors,
the Directors may be paid for the expense, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. However, no
such payment shall preclude any director from serving the corporation as an
officer or in any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for attending
meetings.
SECTION 3.13. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation within
twenty-four (24) hours after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV. OFFICERS
SECTION 4.01. Generally. The officers of the corporation shall consist
of a Chairman of the Board, a Vice Chairman to the Board, a President, an
Executive Vice President, a First Vice President, a Second Vice President, and a
Secretary/Treasurer. Officers shall be elected by the Board of Directors, which
shall consider that subject at its first meeting after every annual meeting of
stockholders. Each officer shall hold his office until his successor is elected
and qualified or until his earlier resignation or removal. Any one or more
offices may be held by the same person, except the offices of President and
Secretary. Officers do not have to be stockholders.
SECTION 4.02. Chairman of the Board. The Board of Directors shall
appoint, from one of it's members, a Chairman of the Board to serve in said
capacity at the pleasure of the Board. He shall preside at all meetings of the
Board and shall supervise the carrying out of the policies adopted or approved
by the Board of Directors. He shall have general executive powers as well as the
specific powers conferred by these Bylaws. He shall have, and may exercise, any
other powers and duties as may, from time to time, be conferred upon him by the
Board of Directors. An officer shall be designated by the Board of Directors, in
the absence of the Chairman of the Board, to perform all the duties of the
Chairman of the Board.
8
<PAGE> 9
SECTION 4.03. Vice Chairman to the Board. The Board of Directors may
appoint a Vice Chairman to the Board to help transact the business of the
corporation. The Vice Chairman shall have such powers and duties as may be
assigned to him by the Board of Directors.
SECTION 4.04. President. The Board of Directors shall appoint a
President of the corporation to serve at the pleasure of the Board. The
President shall supervise the carrying out of the policies adopted or approved
by the Board and shall be the Chief Executive Officer of the corporation. He
shall have general executive powers, as well as the specific powers conferred by
these Bylaws. He shall also have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned to, him by the Board of
Directors. A Vice President shall be designated by the Board of Directors, in
the absence of the President, to perform all the duties of the President.
SECTION 4.05. Vice Presidents. The Board of Directors may appoint one
or more Vice Presidents and shall have the authority to designate different
classes of Vice Presidents, including Executive Vice Presidents, First Vice
Presidents, Second Vice Presidents, and such other classes as from time to time
may appear to the Board of Directors to be required or desirable to transact the
business of the corporation. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors.
SECTION 4.06. Secretary. The Board of Directors shall appoint a
Secretary, who shall: (a) keep the minutes of the stockholders and of the Board
of Directors meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
bylaws and as required by law; (c) be custodian of the corporate records and of
the seal of the corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the corporation under its
seal is duly authorized; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by each stockholder; (e)
sign with the President or other designated officer stock certificates of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as may from time to time be assigned to him by
the President or by the Board of Directors.
SECTION 4.07. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
VII of these bylaws; and (b) in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
9
<PAGE> 10
SECTION 4.08. Other Officers. The Board of Directors may appoint one or
more such other officers as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the Board of Directors or the President.
SECTION 4.09. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed, and the election of another person to an office shall automatically
remove the incumbent from such office.
SECTION 4.10. Vacancies. The Board of Directors shall have authority to
fill any vacancy occurring in the offices of the corporation or any office to be
created by election at any regular meeting of the Board of Directors or at a
special meeting of the Board of Directors called for that purpose. An officer
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
SECTION 4.11. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving a salary merely by reason of the fact that he is also a director
or employee of the corporation. The President and Secretary may fix the salaries
of the employees who are not officers, subject to the approval of the Board of
Directors.
ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 5.01. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be attested
by the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, and the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled, and
no new certificates shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
SECTION 5.02. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the certificate for such
shares.
10
<PAGE> 11
The corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or other notice
thereof, save as may be expressly provided by the laws of Mississippi.
ARTICLE VI. INDEMNIFICATION
SECTION 6.01. General Provision. Subject to the provisions of section 4
of this Article, the corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 6.02. Suits by Corporation. Subject to the provisions of
Section 4 of this Article, the corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed claim, action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
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<PAGE> 12
SECTION 6.03. Successful Defense. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
1 or 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith, notwithstanding that he has
not been successful on any other claim, issue or matter in any such action, suit
or proceeding.
SECTION 6.04. Authorization of Indemnification. Any indemnification
under Section 1 or 2 of this Article shall (unless ordered by a court) be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 1 and 2, as the case may be. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to, or who have been wholly successful on the
merits or otherwise with respect to, such claim, action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
SECTION 6.05. Advance Payments. Expenses (including attorneys' fees)
incurred in defending a civil or criminal claim, action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such claim,
action, suit or proceeding as authorized in the manner provided in Section 4 of
this Article upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if and to the extent it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section.
SECTION 6.06. Exclusivity. The indemnification provided by this section
shall not be deemed exclusive of, and shall be in addition to, any other rights
to which those indemnified may be entitled under any statute, rule of law,
provision in the corporation's certificate of incorporation, bylaw, agreement,
vote of members or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 6.07. Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his statute as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this section.
SECTION 6.08. Partial Enforcement. The invalidity or unenforceability
of any provision hereof hall not in any way affect the remaining provisions
hereof, which shall continue in full force and effect.
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<PAGE> 13
ARTICLE VII. CONTRACTS, LOANS,
CHECKS, DEPOSITS AND INVESTMENTS
SECTION 7.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 7.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. Loans may be made by the corporation
to its officers or directors subject to the guidelines imposed by law.
SECTION 7.03. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time-to time be
determined by resolution of the Board of Directors.
SECTION 7.04. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
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<PAGE> 14
ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS
SECTION 8.01. Conflicts of Interest. In the absence of fraud, no
contract or other transaction of corporation shall be affected or invalidated in
any way by the fact that any of the directors of the corporation are in any way
interested in or connected with any other party to such contract or transaction
or are themselves parties to such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of Directors
at its meeting at which such contract or transaction is authorized or confirmed,
and provided further that at the meeting of the Board of Directors authorizing
or confirming such contract or transaction, there shall be present a quorum of
directors not so interested or connected and such contract or transaction shall
be approved by a majority of such quorum, which majority shall consist of
directors not so interested or connected. Any such contract, transaction or act
of the corporation or of the Board of Directors or of any committee thereof
which shall be ratified by a majority of the stockholders of the corporation,
voting either in person or by proxy, at any annual meeting, or at any special
meeting called for such purpose, shall be as valid and as binding as though
ratified by every stockholder of the corporation. Any director of the
corporation may vote upon any contract or other transaction between the
corporation and any subsidiary or affiliated corporation without regard to the
fact that he is also a director of such subsidiary or affiliated corporation.
SECTION 8.02. Ratification by Stockholders. Any contract, transaction,
or act of the corporation or of the Board of Directors or any committee thereof
which shall be ratified by a majority of the stockholders of the corporation,
voting either in person or by proxy at any annual meeting, or at any special
meeting called for such purpose, shall be as valid and binding as though
ratified by every stockholder of the corporation; provided, however, that any
failure of the stockholders to approve or ratify such contract, transaction, or
act, when and if submitted, shall not be deemed in any way to invalidate the
same or to deprive the corporation, its officers or directors of their right to
proceed with such contract, transaction or action.
ARTICLE IX. YEAR
The corporation tax and accounting year shall be a fiscal year ending
December 31 of each year.
ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares, payable in cash, other
assets or by the way of stock dividends.
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<PAGE> 15
ARTICLE XI. SEAL
The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, state of
incorporation and the words "Corporate Seal".
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or
director of the corporation under the provisions of these Bylaws or under the
provisions of the articles of incorporation or under the provisions of the laws
of the State of Mississippi, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII. BYLAWS
SECTION 13.01. Inspection. A copy of the Bylaws, with all amendments
thereto, shall at all times be kept in a convenient place at the principal
office of the corporation and shall be open for inspection to all stockholders
during regular business hours.
SECTION 13.02. Amendments. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the
Directors then holding office at any regular or special meeting of the Board of
Directors.
------------------------------
SECRETARY
(SEAL)
15
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