<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(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 14, 1999, 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 approve the appointment of Piltz, Williams, LaRosa & Co. as the
certified public accountants of the Company.
3. 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 15, 1999,
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 9, 1999
1
<PAGE> 3
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 14, 1999, 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 15, 1999, (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 2,952,672 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.
2
<PAGE> 4
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 48 Director, The Peoples Bank; President, 1996 1993
Allen Beverages, Inc.
William A. Barq 77 Vice Chairman of the Board, The Peoples 1984 1971
Bank; Former Owner and President
(retired), Barq's Bottling Co., Inc.
Andy Carpenter 51 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 81 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.
3
<PAGE> 5
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 15, 1999, the Company had outstanding 2,952,672 shares of its Common
Stock, $1.00 par value, owned by approximately 530 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 227,120 7.69%
P. O. Box 1347
Biloxi, MS 39533-1347
Peoples Financial Corporation Employee Stock 387,626 13.13%
Ownership Plan & Trust
Chevis C. Swetman, Trustee
152 Lameuse Street
Biloxi, MS 39530
Chevis C. Swetman (1) 495,802 16.79%
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.
4
<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 15, 1999, 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>
Drew Allen 1,920
William A. Barq 37,440 1.27%
Andy Carpenter 2,600 (1)
A. Wes Fulmer 110
Jeannette E. Romero 680
Thomas J. Sliman 360
Chevis C. Swetman 495,802 (2) 16.79%
F. Walker Tucei 13,395 (3)
Robert M. Tucei 18,416
Lauri A. Wood 50
Directors and executive officers of the
Company as a group 570,773 19.33%
</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.
5
<PAGE> 7
V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation for 1998, 1997 and
1996 paid by the Company and its subsidiaries to the Company's Chief Executive
Officer and its other executive officers where compensation in the form of
salaries and bonuses exceeded $100,000 in 1998.
<TABLE>
<CAPTION>
All Other Years of
Name and Principal Position Year Salary Bonus Compensation (1) Service
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Chevis C. Swetman, President 1998 $170,000 $107,000 $ 7,466 27
and Chief Executive Officer 1997 $167,267 $ 91,150 $ 8,690
1996 $142,200 $ 90,200 $ 8,144
Andy Carpenter, Executive 1998 $125,301 $ 57,000 $ 5,850 21
Vice President 1997 $122,892 $ 53,500 $ 7,470
1996 $112,800 $ 50,800 $ 7,332
Jeannette E. Romero, First 1998 $ 78,125 $ 25,000 $ 4,971 33
Vice President 1997 $ 74,429 $ 23,000 $ 4,566
1996 $ 70,379 $ 21,475 $ 5,094
Thomas J. Sliman, Second 1998 $ 78,200 $ 30,000 $ 4,494 14
Vice President 1997 $ 74,625 $ 28,000 $ 4,831
1996 $ 71,200 $ 24,100 $ 4,850
Robert M. Tucei, 1998 $ 78,175 $ 30,000 $ 4,099 14
Vice President 1997 $ 74,625 $ 28,000 $ 4,676
1996 $ 71,225 $ 27,050 $ 4,941
</TABLE>
(1) Includes contributions and allocations pursuant to Employee Stock Ownership
Plan
6
<PAGE> 8
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 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 1997
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 1998 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:
Drew Allen, Chairman Tyrone J. Gollott Jeffrey H. O'Keefe
Andy Carpenter Dan Magruder Chevis C. Swetman
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, 1998. 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 January 1, 1994, 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.
7
<PAGE> 9
FIVE YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Peoples Financial Corporation 100.00 123.17 145.81 165.94 261.41 451.99
Broad Market 100.00 88.16 116.03 120.99 114.82 89.06
Peer Group 100.00 98.95 146.35 186.82 323.28 307.89
</TABLE>
MG Industry Group 045-East South Central Banks:
<TABLE>
<S> <C> <C>
Acadiana Bancshares, Inc. Compass Bancshares, Inc. Midsouth Bancorp
Admiralty Bancorp Cl B Eastern Virginia Bankshares National Commerce Bancorp.
Alabama National Bancorp Eufala Banccorp, Inc.. Peoples Banctrust Co.
AmSouth Bancorporaton Farmers Capital Bank Corp. Peoples Holding Co.
Area Bancshares Corp First American Corp., Tennessee Premier Financial Bancorporation
Auburn National Banc Inc. First Commercial Corp. Regions Financial Corporation
Banc Corporation First M & F Corp. Republic Bancorp, Inc. Class A
BancorpSouth, Inc.. First Tennessee National Corp. Republic Banking Corp.
Bank of the Ozarks, Inc. First United Bancshares S. Y. Bancorp, Inc.
Bankfirst Corporation Florida Banks, Inc. Simmons First National Corp.
Britton & Koontz Cap CP FNB Corp. South Alabama Bancorp.
Cardinal Financial Corp Hancock Holding Company SouthTrust Corp.
CBT Corp Hibernia Class A Trustmark Corp.
Colonial Bancgroup Cl A ISB Financial Corp. Union Planters Corp.
Community Financial Group Lamar Capital Corp. United Financial Holding
Community Trust Bncp Inc. Mid-America Bancorp. Whitney Holding Corp.
</TABLE>
8
<PAGE> 10
DIRECTORS' COMPENSATION
During 1998, 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 a fee between $100 and $150 per committee
meeting attended, depending on the committee. 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 1998, 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 1998. 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,
1998.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1998, the Company did not have standing audit, compensation, loan or
trust committees. However, during 1998, the Bank had standing audit,
compensation, loan and trust committees which met on a regularly scheduled
basis.
There were 14 meetings of the Board of Directors of the Company held during
1998. Of those directors serving during 1998, none attended fewer than 75
percent of the Board meetings.
9
<PAGE> 11
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, 1998:
<TABLE>
<CAPTION>
Name (Age) Position
- ---------------------------------------------------------------------------------------------------
<S> <C>
Jeannette E. Romero (53) First Vice President, Peoples Financial Corporation since 1994;
Senior Vice President, The Peoples Bank since 1990
Thomas J. Sliman (62) Second Vice President, Peoples Financial Corporation since
1985; Senior Vice President, The Peoples Bank since 1988
Robert M. Tucei (52) Vice President, Peoples Financial Corporation since 1995;
Senior Vice President, The Peoples Bank since 1988
David M. Hughes (43) Vice President, Peoples Financial Corporation since 1995;
Senior Vice President, The Peoples Bank since 1994
A. Wes Fulmer (39) Vice President and Secretary, Peoples Financial Corporation
since 1997; Senior Vice President, The Peoples Bank since 1997
M. O. Lawrence, III (53) Vice President, Peoples Financial Corporation since 1998;
Senior Vice President, The Peoples Bank since 1998
Lauri A. Wood (37) Chief Financial Officer and Controller, Peoples Financial
Corporation since 1994; Senior Vice President/Cashier, The
Peoples Bank since 1996
</TABLE>
10
<PAGE> 12
IX. 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, 1999. 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 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
<PAGE> 13
PROXY
PEOPLES FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 14, 1999
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 14, 1999, 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 approve the appointment of Piltz, Williams, LaRosa & Co. as the
independent certified public accountants of the Company.
Approve __________ Disapprove __________ Abstain __________
3. 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 3 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
-------------------------
