EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: F. Michael Johnson
Chief Financial Officer
South Alabama Bancorporation, Inc.
(334) 431-7813
SOUTH ALABAMA BANCORPORATION, INC. AND THE
PEOPLES BANCTRUST COMPANY, INC. ANNOUNCE PLANS TO MERGE
Mobile, Alabama - - December 20, 2000. W. Bibb Lamar, Jr., President and
Chief Executive Officer of South Alabama Bancorporation, Inc., and Richard P.
Morthland, Chairman and Chief Executive Officer of The Peoples BancTrust
Company, Inc., announced today that they are negotiating a definitive
agreement for the combination of South Alabama and Peoples, to be structured
as a merger of equals.
Under the proposed exchange, South Alabama shareholders will own 56% and
Peoples shareholders will own 44% of the surviving corporation. The
shareholders equity of South Alabama is approximately $68 million, and the
shareholders equity of Peoples is approximately $61 million. The parties expect
that the merger will be treated as a pooling of interests for accounting
purposes. Mr. Lamar will be President and co-Chief Executive Officer, and Mr.
Morthland will be Chairman and co-Chief Executive Officer. Two years following
the merger Mr. Morthland will continue on a full-time basis as Chairman, and
Mr. Lamar will assume sole responsibilities as Chief Executive Officer. The
board of directors of the merged company will be comprised of an equal number
of representatives from South Alabama and Peoples.
Elam P. Holley, Jr., currently President of Peoples, will be Executive Vice
President and Chief Operating Officer and J. Stephen Nelson, currently Chairman
of South Alabama, will be Executive Vice President and Chairman of the
Executive Committee of the merged company. The holding company, to be called
The Peoples BancTrust Company, Inc., will have its corporate office in Mobile,
Alabama. The subsidiary banks will be merged over time into The Peoples Bank
and Trust Company.
The combined company will have assets of approximately $1.2 billion and
will be the seventh largest publicly traded bank holding company headquartered
in Alabama. The merged company will have banking locations in the following
Alabama counties: Mobile, Baldwin, Escambia, Monroe, Marengo, Clarke, Dallas,
Butler, Autauga, Elmore, Bibb, Shelby, Tallapoosa, Lee and Tuscaloosa. In
addition, the merged company will have trust, brokerage, insurance and finance
company subsidiaries.
Consummation of this transaction is subject to the negotiation and
execution of a definitive agreement, certain regulatory approvals and approval
of the shareholders of both Peoples and South Alabama.
Morthland commented that he and Lamar have been friends all of their lives.
"We know each other well and we are convinced we can work together in ways
that will benefit our banks, our employees, our customers and communities, and
most especially our stockholders." Lamar noted the similar community banking
focus of all the banks. "This will continue to be our emphasis in the future.
Ours are strong, profitable community banks with leading edge technology
available throughout central and southern Alabama."
South Alabama Bancorporation, which has total assets of approximately $563
million, is the parent company of South Alabama Bank in Mobile and Baldwin
Counties, First National Bank, Brewton, The Monroe County Bank, The Commercial
Bank of Demopolis, Sweet Water State Bank and South Alabama Trust Company,
Inc. The Peoples BancTrust Company, which has total assets of approximately
$650 million, is the parent company of The Peoples Bank and Trust Company.
Both South Alabama's and Peoples' common stocks are traded on the NASDAQ
Small Cap Stock Market under the respective symbols SABC and PBTC.
Additional information will be released upon execution of a definitive
agreement or if negotiations are terminated.
Except for historical information contained herein, this press release
contains forward looking statements that involve risks and uncertainties,
including, but not limited to, general industry and economic conditions,
interest rate changes, regulatory changes, competitive factors, as well as
other risks detailed from time to time in Peoples' and South Alabama's reports
filed with the Securities and Exchange Commission.
