Filed by South Alabama Bancorporation, Inc. pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934.
Subject Company: South Alabama Bancorporation, Inc.
Commission File No.: 000-15423
The following is a Joint Press Release disseminated by South Alabama
Bancorporation, Inc. and The Peoples BancTrust Company, Inc. on January 17,
2001.
FOR IMMEDIATE RELEASE
SOUTH ALABAMA BANCORPORATION, INC. AND THE PEOPLES BANCTRUST
COMPANY, INC. ANNOUNCE DEFINITIVE MERGER AGREEMENT
Selma, AL and Mobile, AL, January 17, 2001. W. Bibb Lamar, Jr., President and
Chief Executive Officer of South Alabama Bancorporation, Inc. (NASDAQ: SABC),
and Richard P. Morthland, Chairman and Chief Executive Officer of The Peoples
BancTrust Company, Inc. (NASDAQ: PBTC), announced today approval by their
respective boards of directors of an Agreement and Plan of Merger.
The merger agreement provides for Peoples and South Alabama to combine in
a merger of equals in which each share of Peoples common stock will be exchanged
for 1.35 shares of South Alabama common stock. Following the merger, South
Alabama shareholders will own approximately 55% and Peoples shareholders will
own approximately 45% of the combined company. South Alabama, as the
surviving corporation, will, at the time of the merger, change its name to The
Peoples BancTrust Company, Inc.
The parties expect the merger to be treated as a pooling of interests for
accounting purposes. Mr. Morthland will be Chairman and co-Chief Executive
Officer and Mr. Lamar will be President and co-Chief Executive Officer of the
surviving corporation. 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
each of South Alabama and Peoples.
Elam P. Holley, Jr., currently President of Peoples, will be Vice-Chairman
of the Board of Directors and Chief Operating Officer of the combined company,
and J. Stephen Nelson, currently Chairman of South Alabama, will be Vice
Chairman of the Board of Directors and Chairman of the Executive Committee of
the combined company.
The combined company will have assets of approximately $1.2 billion and
is expected to be the seventh largest publicly traded bank holding company
headquartered in Alabama. The merged company will have banking locations
in the following Alabama counties: Autauga, Baldwin, Bibb, Butler, Clarke,
Dallas, Elmore, Escambia, Lee, Marengo, Mobile, Monroe, Shelby, Tallapoosa,
and Tuscaloosa. In addition, the merged company will have trust, brokerage,
insurance and finance company subsidiaries.
Consummation of this transaction remains subject to approval of the
shareholders of both companies, approval by various regulatory agencies and
various other conditions which must be satisfied.
The Peoples BancTrust Company, which has total assets of approximately
$650 million and is headquartered in Selma, Alabama, is the parent company of
The Peoples Bank and Trust Company. South Alabama Bancorporation, which has
total assets of approximately $563 million and is headquartered in Mobile,
Alabama, 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.
This press release contains certain "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements
contained herein include statements about the consummation of the transaction
between South Alabama and Peoples, future financial and operating results of
the combined company and benefits of the transaction referred to herein.
Factors that could cause actual results to differ materially from those
described herein include: the inability to obtain regulatory approvals and
satisfy other conditions to the merger; the inability to successfully
integrate the South Alabama and Peoples businesses; costs related to the
transaction; regulatory changes; the general economic environment; changes in
interest rates; changes in the securities markets generally; unfavorable
customer reaction to the proposed transaction; and competition in the market
place. More detailed information about these factors is set forth in the
reports filed by both South Alabama and Peoples with the Securities and
Exchange Commission. Neither South Alabama nor Peoples is under any obligation
(and they expressly disclaim any such obligation) to update or alter its
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, South Alabama will file a
registration statement on Form S-4, including a joint proxy statement and
prospectus, with the Securities and Exchange Commission. Investors and
security holders are advised to read the registration statement, including the
joint proxy statement and prospectus when they become available, because they
will contain important information about the proposed merger. Investors and
security holders may obtain a free copy of the registration statement and the
joint proxy statement and prospectus (when available) and other documents filed
by South Alabama and by Peoples with the Securities and Exchange Commission
at the Securities and Exchange Commission's web site at http://www.sec.gov.
Free copies of the registration statement (when available) and other documents
filed by South Alabama and Peoples with the Securities and Exchange Commission
may also be obtained from:
F. Michael Johnson Scott Patterson
Chief Financial Officer Secretary
South Alabama Bancorporation, Inc. The Peoples BancTrust Company, Inc.
(334) 431-7813 (334) 418-8268
South Alabama and Peoples, and their respective directors and officers,
may be deemed to be participants in the solicitation of proxies from the
shareholders of South Alabama and Peoples in connection with the proposed
merger. Information about the directors and officers of South Alabama and their
ownership of South Alabama Stock is set forth in the proxy statement for
South Alabama's 2000 Annual Meeting of Shareholders. Information about the
directors and officers of Peoples and their ownership of Peoples Stock is set
forth in the proxy statement for Peoples' 2000 Annual Meeting of Shareholders.
Investors and shareholders may obtain additional information about the
interests of such participants by reading the joint proxy statement and
prospectus when it becomes available.
