UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2001
SOUTH ALABAMA BANCORPORATION, INC.
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(Exact name of registrant as specified in its charter)
ALABAMA 0-15423 63-0909434
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(State or other jurisdiction Commission (I.R.S. employer
of incorporation file number Identification
or organization) Number)
100 ST. JOSEPH STREET, MOBILE, ALABAMA 36602
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(Address of principal executive offices) (Zip Code)
(334) 431-7800
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(Registrant's telephone number, including area code)
N/A
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Former Name, Former Address and Former Fiscal Year, if changed since last
report
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Item 5. Other Events
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On January 17, 2001, South Alabama Bancorporation, Inc. (the "Company") and
The Peoples BancTrust Company, Inc. ("Peoples") announced that they would
combine in a "merger of equals" transaction pursuant to an Agreement and Plan of
Merger ("Merger Agreement") dated January 17, 2001. Pursuant to the Merger
Agreement, Peoples will merge into the Company with the Company as the surviving
corporation ("Merger"), whose name shall be "The Peoples BancTrust Company,
Inc." At the effective time of the Merger, each share of Peoples' issued and
outstanding common stock will be converted into 1.35 shares of the Company's
common stock (or cash in lieu of fractional shares). The Merger, which was
approved by the boards of directors of both companies, is subject to normal
regulatory approvals and the approval of the shareholders of the Company.
In connection with the execution of the Merger Agreement, the Company and
Peoples entered into (a) an option agreement pursuant to which the Company
granted Peoples an option to purchase up to 19.9% of the Company's shares,
exercisable at $8.625 per share under certain circumstances (the "South Alabama
Option Agreement"), and (b) an option agreement pursuant to which Peoples
granted the Company an option to purchase up to 19.9% of Peoples' shares,
exercisable at $12.435 per share under certain circumstances (the "BancTrust
Option Agreement").
The South Alabama Option Agreement and the BancTrust Option Agreement are
Exhibits A and B, respectively, to the Merger Agreement filed as Exhibit 2.1 to
this Current Report on Form 8-K. The joint press release of the Company and
Peoples announcing approval of the Merger Agreement is filed as Exhibit 99.1 to
this Report. Exhibits 2.1 and 99.1 are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 2.1 Agreement and Plan of Merger dated as of January 17, 2001, by and
between the Company and Peoples.
Exhibit 99.1 Joint Press Release dated January 17, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SOUTH ALABAMA BANCORPORATION, INC.
DATE: January 17, 2001 By:/s/F. Michael Johnson
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F. Michael Johnson
Chief Financial Officer
