SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PEOPLES BANCSHARES INC
________________________________________________________________________________
(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)(4) and 0-11.
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2. Aggregate number of securities to which transaction applies:
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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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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>
AN IMPORTANT MESSAGE FROM YOUR BOARD OF DIRECTORS
By now you are aware that your Company is in the process of defending itself
from the Kingston Group, which has launched a hostile proxy fight in an attempt
to replace the three directors up for election at the upcoming annual meeting
with its own nominees.
The Kingston Group's proxy material states that:
|_| the reason for their solicitation is they believe that it is the
responsibility of a board of directors to pursue a business strategy that
will produce the highest and best returns for stockholders; and
|_| "The true measurement of how investors assess a management's strategy is
the market price of the company's shares."
WE COULD NOT AGREE MORE...
<PAGE>
The following graph provides a comparison of the performance of your stock price
against (i) the stock prices of those banks that the Kingston Group itself
picked in its proxy material and (ii) the Nasdaq Bank Index. The comparison
assumes an investment of $100 on January 1, 1995.
(comparison graph omitted)
(values of graph plot points:
People's Bancshares--415
Nasdaq Bank Index--215
Andover Bancorp--284
First Essex Bancorp--203
MetroWest Bank--196
Medford Bancorp--195
Abington Bancorp--161
MASSBANK--160
BostonFed Bancorp--101)
(caption under graph: Relative Performance)
From January 1, 1995 through April 24, 2000, your stock has outperformed the
Nasdaq Bank Index by 201%, and the Kingston Group's peer group by 237%.
WHAT DOES THE KINGSTON GROUP OFFER YOU...?
<PAGE>
|_| THE KINGSTON GROUP OFFERS ABSOLUTELY NO BUSINESS PLAN, OTHER THAN A DESIRE
TO SELL YOUR COMPANY. IN THEIR OWN PROXY MATERIAL, THEY ADMIT THAT
"SHAREHOLDER VALUE MAY NOT BE MAXIMIZED OR ENHANCED IF A SALE OF THE
COMPANY IS PURSUED." MOREOVER, FINANCIAL INDUSTRY STOCKS ARE OUT OF FAVOR
AND ARE TRADING AT DEPRESSED PRICES. THIS IS NOT A FAVORABLE ENVIRONMENT
FOR SELLING A BANK.
|_| THE KINGSTON GROUP'S NOMINEES HAVE NO EXPERIENCE RUNNING ANY PUBLICLY
TRADED COMPANY, MUCH LESS A BANK.
|_| THEIR REFUSAL OF OUR OFFER TO SETTLE THIS PROXY FIGHT SHOWS THEY ARE
INTERESTED IN THEIR OWN AGENDA, NOT THE BEST INTERESTS OF ALL
SHAREHOLDERS.
|_| IF SUCCESSFUL, THEY WANT YOUR COMPANY TO REIMBURSE THEM FOR UP TO $250,000
OF EXPENSES THEY INCURRED IN THIS PROXY FIGHT, WHICH THEY STARTED.
Please support your current Board and management team by signing, dating and
returning the enclosed WHITE proxy card in the enclosed envelope. It is
important that you vote, no matter how many shares you own.
Please do not send back any blue card sent to you by the Kingston Group, even to
vote against their nominees. Doing so will cancel your vote for your Board's
nominees. However, if you have already signed their blue card, you can still
support our nominees by signing and dating the WHITE proxy card. Only your
latest dated and properly executed card will count.
If you own your shares in the name of a brokerage firm, your broker cannot vote
your shares unless it receives your specific instructions. Please sign, date and
return the enclosed WHITE proxy card in the postage-paid envelope provided.
If you have any questions or need assistance in voting your proxy card, please
call our proxy solicitor, Corporate Investor Communications, Inc., toll free at
(800) 547-3857.
Thank you for your support.
