UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1998
Commission file number 1-13253
THE PEOPLES HOLDING COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0676974
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
209 Troy Street
Tupelo, Mississippi 38802-0709
------------------------------ -------------
(Address of principal offices) (Zip Code)
Registrant's Telephone Number: (601) 680-1001
Securities registered pursuant to
Section 12(b) of the Act:
(Title of Class) Name of each exchange on which registered
- ------------------------------ -----------------------------------------
Common Stock, $5.00 Par Value American Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES__X___NO_____
Disclosure of delinquent filings pursuant to Item 405 of Regulation S-K will be
contained in the registrant's proxy statement for its 1999 annual meeting of
shareholders, which statement is incorporated by reference in Part III of this
Form 10-K. Yes____ No__X__
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 23, 1999 was $197,981,489.
On March 23, 1999, there were 5,844,472 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1998 Annual Shareholders' Report are incorporated by reference
into Parts I and II of this report.
Portions of annual Proxy Statement dated March 22, 1999, relating to the annual
meeting of shareholders of The Peoples Holding Company, are incorporated by
reference into Part III.
Exhibit Index on Page 17
THE PEOPLES HOLDING COMPANY
FORM 10-K
For the year ended December 31, 1998
CONTENTS
PART I
Item 1. Business.............................................3
Item 2. Properties..........................................12
Item 3. Legal Proceedings...................................12
Item 4. Submission of Matters to a Vote of Security Holders.12
PART II
Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters.....................12
Item 6. Selected Financial Data.............................13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......13
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.........................................13
Item 8. Financial Statements and Supplementary Data.........13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............13
PART III
Item 10. Directors and Executive Officers of the Registrant..13
Item 11. Executive Compensation..............................13
Item 12. Security Ownership of Certain Beneficial Owners
and Management......................................13
Item 13. Certain Relationships and Related Transactions......13
PART IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.................................14
2
PART I
This Annual Report on Form 10-K may contain or incorporate by reference
statements which may constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the
Securities Exchange Act of 1934, as amended. Prospective investors are cautioned
that any such forward-looking statements are not guarantees for future
performance and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.
Important factors currently known to management that could cause actual results
to differ materially from those in forward-looking statements include
significant fluctuations in interest rates, inflation, economic recession,
significant changes in the federal and state legal and regulatory environment,
significant underperformance in the Company's portfolio of outstanding loans,
and competition in the Company's markets. The Company undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
ITEM 1. BUSINESS
General
The Peoples Holding Company (the "Registrant" or "Company"), was organized under
the laws of the State of Mississippi and incorporated on November 10, 1982, in
order to acquire all of the common stock of The Peoples Bank & Trust Company,
Tupelo, Mississippi (the "Bank").
Organization
The Registrant commenced business on July 1, 1983 and the acquisition of the
Bank was also consummated at that time. All of the Registrant's banking
activities are conducted through the Bank, which on December 31, 1998, had 41
banking offices in Tupelo, Aberdeen, Amory, Batesville, Booneville, Calhoun
City, Coffeeville, Corinth, Grenada, Guntown, Hernando, Iuka, Louisville, New
Albany, Okolona, Olive Branch, Plantersville, Pontotoc, Saltillo, Sardis,
Shannon, Smithville, Southaven, Verona, Water Valley, West Point, and Winona,
Mississippi.
All members of the Board of Directors of the Registrant are also members of the
Board of Directors of the Bank. Responsibility for the management of the Bank
and its branches remains with the Board of Directors and Officers of the Bank;
however, management services rendered to the Bank by the Registrant are intended
to supplement the internal management of the Bank and expand the scope of
banking services normally offered by them.
The Bank, which is the Registrant's primary subsidiary, was established in
February 1904, as a state chartered bank. It is insured by the Federal Deposit
Insurance Corporation.
As a commercial bank, a complete range of banking and financial services are
provided to individuals and small- to medium-size businesses. These services
include checking and savings accounts, business and personal loans, interim
construction and residential mortgage loans, student loans, equipment leasing,
as well as safe deposit and night depository facilities. Automated teller
machines located throughout our market area provide 24-hour banking services.
The Bank also offers to its customers the VISA and MasterCard credit cards.
Accounts receivable factoring is also available to qualified businesses. In
addition to a wide variety of fiduciary services, the Bank administers (as
trustee or in other fiduciary or representative capacities) pension,
profit-sharing and other employee benefit plans and personal trusts and estates.
The Company also offers annuities and mutual funds. Neither the Registrant nor
the Bank has any foreign activities.
3
Competition
Vigorous competition exists in all major areas where the Registrant and its
subsidiary are engaged in business. Not only does the Registrant compete through
its subsidiary bank with state and national banks in its service areas, but
also, with savings and loan associations, credit unions, finance companies,
mortgage companies, insurance companies, brokerage firms, and investment
companies for available loans and depository accounts. All of these institutions
compete in the delivery of services and products through availability, quality,
and pricing. Within the Registrant's market area, none of the competitors are
dominant.
Supervision and Regulation
The Registrant is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the "Act"), and is registered as such with the
Board of Governors of the Federal Reserve System (the "Board"). The Registrant
is required to file with the Board an annual report and such other information
as the Board may require. The Board may also make examinations of the Registrant
and its subsidiary pursuant to the Act. The Board also has the authority (which
it has not exercised) to regulate provisions of certain bank holding company
debt.
The Act requires every bank holding company to obtain prior approval of the
Board before acquiring direct or indirect ownership or control of more than 5%
of the voting shares of any bank which is not already majority-owned by the
Registrant. The Act provides that the Board shall not approve any acquisition,
merger or consolidation which would result in monopoly or which would be in
furtherance of any combination or conspiracy to monopolize or attempt to
monopolize the business of banking, or any other transactions the effect of
which might substantially lessen competition, or in any manner be a restraint on
trade, unless the anti-competitive effects of the proposed transaction are
clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community to be served.
The Act also prohibits a bank holding company, with certain exceptions, from
itself engaging in or acquiring direct or indirect control of more than 5% of
the voting shares of any company engaged in non-banking activities. The
principal exception is for engaging in or acquiring shares of a company whose
activities are found by the Board to be so closely related to banking or
managing banks as to be a proper incident thereto. In making such determinations
the Board is required to consider whether the performance of such activities by
a bank holding company or its subsidiaries can reasonably be expected to produce
benefits to the public such as greater convenience, increased competition or
gains in efficiency of resources, versus the risks of possible adverse effects
such as decreased or unfair competition, conflicts of interest or unsound
banking practices.
The Act prohibits the acquisition by a bank holding company of more than 5% of
the outstanding voting shares of a bank located outside the state in which the
operations of its banking subsidiaries are principally conducted, unless such an
acquisition is specifically authorized by statute of the state in which the bank
to be acquired is located.
The Registrant and its subsidiary are subject to certain restrictions imposed by
the Federal Reserve Act and the Federal Deposit Insurance Act on any extensions
of credit to the bank holding company or its subsidiary, on investments in the
stock or other securities of the bank holding company or its subsidiary, and on
taking such stock or other securities as collateral for loans of any borrower.
4
The Bank was chartered under the laws of the State of Mississippi and is subject
to the supervision of, and is regularly examined by, the Department of Banking
and Consumer Finance of the State of Mississippi. The Bank is also insured by
the Federal Deposit Insurance Corporation and is subject to examination and
review by that regulatory authority.
Mississippi banks are permitted to merge with other existing banks statewide and
to acquire or be acquired, by banks or bank holding companies. Section 102 of
the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 removed
territorial restrictions for interstate bank mergers, effective May 1, 1997.
Out-of-state bank holding companies may establish a bank in Mississippi only by
acquiring a Mississippi bank or Mississippi bank holding company.
Certain restrictions exist regarding the ability of the Bank to transfer funds
to the Company in the form of cash dividends, loans, or advances. The approval
of the Mississippi Department of Banking and Consumer Finance is required prior
to the Bank paying dividends and is limited to earned surplus in excess of three
times the Bank's capital stock.
Federal Reserve regulations also limit the amount the Bank may loan to the
Company unless such loans are collateralized by specific obligations. At
December 31, 1998, the maximum amount available for transfer from the Bank to
the Company in the form of loans was 11% of consolidated net assets.
Mississippi laws authorize multi-bank holding companies but there are no
statutes regulating the operation of such companies.
Monetary Policy and Economic Controls
The earnings and growth of the banking industry, the Bank and, to a larger
extent, the Registrant, are affected by the policies of regulatory authorities,
including the Federal Reserve System. An important function of the Federal
Reserve System is to regulate the national supply of bank credit in order to
combat recession and curb inflationary pressures. Among the instruments of
monetary policy used by the Federal Reserve to implement these objectives are
open market operations in U. S. Government securities, changes in the discount
rate on bank borrowings and changes in reserve requirements against bank
deposits. These instruments are used in varying degrees to influence overall
growth of bank loans, investments and deposits and may also affect interest
rates charged on loans or paid for deposits.
The monetary policies of the Federal Reserve System have had a significant
effect on the operating results of commercial banks in the past and are expected
to do so in the future. In view of changing conditions in the national economy
and in the various money markets as well as the effect of actions by monetary
and fiscal authorities including the Federal Reserve System, the effect on
future business and earnings of the Registrant and its subsidiary cannot be
predicted with accuracy.
In the past few years, the trend seems to be toward competitive equality within
the financial services industry. This was evidenced in 1980 by the formation of
the Depository Institution Deregulation Committee (the "DIDC"). The DIDC's sole
purpose was to eliminate the restrictions imposed upon the rates of interest a
depository institution could pay on a deposit account. The trend was again
evidenced in 1982 with the passage of the Garn-St. Germain Depository
Institutions Act. This act provided for, among other things, the money market
account. This account was designed to operate in a manner similar to the money
market mutual funds being offered by the investment brokers. It would earn a
market rate of interest, with limited third-party withdrawals and a minimum
balance requirement.
5
Source and Availability of Funds
The funds essential to the business of the Registrant and its subsidiary consist
primarily of funds derived from customer deposits and borrowings of federal
funds by the banking subsidiary, and from loans under established lines of
credit. The availability of such funds is primarily dependent upon the economic
policies of the federal government, the economy in general and the general
credit market for loans.
Personnel
Alex Sheshunoff Management Services completed a comprehensive strategic
assessment of the Bank and designed an action plan to facilitate
organization-wide structural changes. The action plan addressed operational
costs, risk management, redundant activities, manual processes, under-utilized
automation, and the future automation of inefficient work methods. With this
move to automation came the need to displace selected jobs. Normal attrition,
retirement, and our displacement schedule have reduced the Registrant's number
of employees to 480 on a full-time basis at December 31, 1998.
Dependence Upon a Single Customer
Neither the Registrant nor its subsidiary is dependent upon a single customer or
upon a limited number of customers.
Segment Reporting
The information under the caption "Note P - Segment Reporting" on Pages 19 and
20 of the Registrant's 1998 Annual Report to Shareholders is incorporated herein
by reference.
Acquisition of Certain Assets and Liabilities
In the past several years, the Bank has acquired several banks and continues to
examine other possible candidates for acquisition by cash or stock or a
combination of both. During December 1998, the Company entered into an agreement
with Inter-City Federal Bank for Savings in Louisville, Mississippi, to acquire
approximately $34,890,000 in loans and $38,530,000 in deposits. The information
under the caption "Note B - Mergers and Acquisitions" on Page 10 of the
Registrant's 1998 Annual Report to Shareholders is incorporated herein by
reference.
Executive Officers of The Registrant
The principal executive officer of the Company and its subsidiary as of December
31, 1998, is as follows:
Name Age
---- ---
John W. Smith 63
Position and Office: Director and Executive Vice President of the Company from
July 1983 until August 1993; Director and President of the Company since August
1993, and Vice Chairman of the Board since April 1997. Director and Executive
Vice President of the Bank from 1978 and 1976, respectively, until August 1993;
Director, President, and Chief Executive Officer of the Bank since August 1993,
and Vice Chairman of the Board since April 1997.
All of the Registrant's officers are appointed annually by the appropriate Board
of Directors to serve at the discretion of the Board.
6
Net Interest Income
The following table sets forth for The Peoples Holding Company, as of December
31 for the years indicated, a summary of the changes in interest earned and
interest paid resulting from changes in volume and rates.
1998 COMPARED TO 1997
INCREASE(DECREASE) DUE TO
-------------------------
VOLUME RATE NET (1)
------ ---- -------
(In Thousands)
Earning assets:
Loans, net of
unearned income ................ $ 5,390 $ (986) $ 4,404
Securities
U. S. government
securities and agencies ...... (802) (19) (821)
Obligations of states and
political subdivisions ....... 928 (229) 699
Mortgage-backed securities ..... 1,459 (296) 1,163
Other securities ............... 13 4 17
Other ............................ 243 7 250
-------- -------- --------
Total earning assets ............. $ 7,231 $ (1,519) $ 5,712
-------- -------- --------
Interest-bearing liabilities:
Interest-bearing demand
deposit accounts ............... $ (14) $ 14 $ 0
Savings accounts ................. 1,133 307 1,440
Time deposits .................... 1,911 288 2,199
Other ............................ 183 17 200
-------- -------- --------
Total interest-bearing
liabilities .................... $ 3,213 $ 626 $ 3,839
-------- -------- --------
Change in net interest
income ......................... $ 4,018 $ (2,145) $ 1,873
======== ======== ========
(1) The change in interest due to both volume and rate has been allocated on a
pro-rata basis using the absolute ratio value of amounts calculated.
7
1997 COMPARED TO 1996
INCREASE(DECREASE) DUE TO
-------------------------
VOLUME RATE NET (1)
------ ---- -------
(In Thousands)
Earning assets:
Loans, net of
unearned income ................ $ 5,362 $ (292) $ 5,070
Securities
U. S. government
securities and agencies ...... (199) (62) (261)
Obligations of states and
political subdivisions ....... 242 (56) 186
Mortgage-backed securities ..... 1,158 (31) 1,127
Other securities ............... (25) 10 (15)
Other ............................ (339) 8 (331)
-------- -------- --------
Total earning assets ............. $ 6,199 $ (423) $ 5,776
-------- -------- --------
Interest-bearing liabilities:
Interest-bearing demand
deposit accounts ............... $ (1,042) $ 32 $ (1,010)
Savings accounts ................. 967 552 1,519
Time deposits .................... 1,901 383 2,284
Other ............................ 558 209 767
-------- -------- --------
Total interest-bearing
liabilities .................... $ 2,384 $ 1,176 $ 3,560
-------- -------- --------
Change in net interest
income ......................... $ 3,815 $ (1,599) $ 2,216
======== ======== ========
(1) The change in interest due to both volume and rate has been allocated on a
pro-rata basis using the absolute ratio value of amounts calculated.
8
Investment Portfolio
The following table sets forth the amortized cost of securities at the dates
indicated:
December 31
-----------
1998 1997 1996
--------- -------- --------
(In Thousands)
U.S. Government and
Agency Securities .... $ 104,997 $ 110,683 $ 125,087
Obligations of State and
Political Subdivisions 76,893 59,893 52,051
Other Securities ....... 107,852 77,153 68,610
------ ------ ------
$ 289,742 $ 247,729 $ 245,748
========= ========= ========
The following table sets forth the maturity distribution in thousands and
weighted average yield by maturity of securities at December 31, 1998:
After One After Five
Within But Within But Within After
One Year Five Years Ten Years Ten Years
-------- ----------- ---------- ---------
U.S Government
and Agency
Securities ... $ 47,377 6.24% $ 35,635 6.07% $ 21,985 6.25% $ 0 0.00%
Obligations of
States and
Political
Subdivisions . 3,179 9.20% 14,668 8.50% 41,941 7.40% 17,105 7.40%
Other Securities 34,098 6.22% 51,157 6.19% 22,597 6.10% 0 0.00%
------ ------ ----- ------
Total .......... $ 84,654 $101,460 $ 86,523 $ 17,105
====== ======= ====== ======
The maturity of mortgage-backed securities, included as other securities,
reflects scheduled repayments when the payment is due.
Weighted average yields on tax-exempt obligations have been computed on a fully
tax-equivalent basis assuming a federal tax rate of 35% and a Mississippi state
tax rate of 3.3%, which is net of federal tax benefit.
9
Loans Outstanding
The following table sets forth loans outstanding as of December 31, 1998, which
based on remaining scheduled repayments of principal, are due in the periods
indicated. Real estate mortgage loans and consumer loans are excluded, while net
receivables on leased equipment are included in commercial, financial and
agricultural loans in the consolidated financial statements. Also, amounts due
after one year are classified according to their sensitivity to changing
interest rates.
Loans Maturing
-----------------------------------------
After One After
Within But Within Five
One Year Five Years Years Total
-------- ---------- ----- -----
(In Thousands)
Commercial,
financial and
agricultural $ 85,892 $ 37,725 $ 13,655 $ 137,272
Real estate-
construction 22,767 2,641 154 25,562
-------- -------- -------- --------
$ 108,659 $ 40,366 $ 13,809 $ 162,834
======== ======== ======== ========
Interest Sensitivity
--------------------
Fixed Variable
Rate Rate
---- ----
(In Thousands)
Due after 1 but within 5
years ................. $37,493 $ 2,873
Due after 5 years ....... 13,772 37
------- ------
$51,265 $ 2,910
======= =======
10
Allowance for Loan Losses
The allowance for loan losses provides coverage for losses inherent in the
Company's loan portfolio. Management reviews the adequacy of the allowance for
loan losses each quarter. The overall allowance is evaluated based on a
continuing assessment of problem loans, historical loss experience, new lending
products, emerging credit trends, changes in the size and character of loan
categories, and other factors including its risk rating system, regulatory
guidance and economic conditions. Management has determined that the allowance
for loan losses is adequate, although financial market volatility, economic
reversals or decreased corporate earnings could require an increase in the
required allowance.
Management allocates the allowance for loan losses by loan category. Commercial,
financial and agricultural and real estate - mortgage allocations are based on a
quarterly review of individual loans outstanding and binding commitments to
lend. Reserves are allocated based on actual loss experience and to credits with
similar risk characteristics. Consumer loan allocations are based on an analysis
of product mix, credit scoring, migration analyses, bankruptcy experience and
historical and expected delinquency and charge-off statistics.
No portion of the allowance is restricted to any individual loan or group of
loans, rather the entire allowance is restricted to absorb losses from the
entire loan portfolio.
The Company also maintains an unallocated allowance to recognize the existence
of other exposures, including but not limited to, the risk in concentrations to
specific borrowers, financings of highly leveraged transactions, products or
industries.
The following table presents the allocation of the allowance for loan losses by
loan category at December 31 for each of the years presented:
(In Thousands)
Allowance for Loan Losses
----------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Commercial, financial,
agricultural and real
estate - mortgage ........ $ 7,382 $ 6,875 $ 6,681 $ 5,406 $ 4,924
Consumer .................... 1,933 1,892 1,813 1,577 1,348
Unallocated ................. 305 337 815 1,832 1,911
------ ------ ------ ------ ------
Total ....................... $ 9,620 $ 9,104 $ 9,309 $ 8,815 $ 8,183
====== ====== ====== ====== ======
11
Time Deposits
The following table shows the maturity of time deposits over $100,000 in
thousands.
Less than 3 Months $ 41,765
3 Months- 6 Months 30,179
6 Months-12 Months 31,109
Over 12 Months 20,862
--------
$ 123,915
=========
ITEM 2. PROPERTIES
The main offices of the Registrant and its subsidiary, The Peoples Bank and
Trust Company, are located at 209 Troy Street, Tupelo, Mississippi. All floors
of the five-story building are occupied by various departments within the Bank.
The Technology Center located in Tupelo, Mississippi, houses the electronic data
processing, proof, purchasing, and statement rendering. In addition, the Bank
operated thirty-two (32) full-service branches, and nine (9) limited-service
branches. The Bank has two (2) full-service branches in both Southaven and West
Point; one (1) full-service branch and two (2) limited-service branches in
Booneville; one (1) full-service branch and one (1) limited-service branch in
Amory, Corinth, and Pontotoc; one (1) full-service branch each at Aberdeen,
Batesville, Calhoun City, Coffeeville, Grenada, Guntown, Hernando, Iuka,
Louisville, New Albany, Okolona, Saltillo, Sardis, Shannon, Verona, Water Valley
and Winona, Mississippi; one (1) limited-service branch each at Olive Branch,
Plantersville, and Smithville, Mississippi; and seven (7) full-service branches
and one (1) limited-service branch in Tupelo, Mississippi.
The Registrant leases, on a long-term basis, two branch locations for use in
conducting banking activities. The aggregate annual rental for all leased
premises during the year ending December 31, 1998, did not exceed five percent
of the Bank's operating expenses.
It is anticipated that in the next several years, branch renovations and
construction will be completed at Corinth, Olive Branch, and a new location west
of Tupelo, Mississippi. The other facilities owned or occupied under lease by
the Bank are considered by management to be adequate.
ITEM 3. LEGAL PROCEEDINGS
There were no material legal proceedings pending or threatened at December 31,
1998, which in the opinion of the Company could have a material adverse effect
upon the Company's business or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the fourth quarter of 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information under the captions "Market Value of Stock by Quarters" on Page
26 of the Registrant's 1998 Annual Report to Shareholders is incorporated herein
by reference.
At March 23, 1999, the total number of shareholders of the Company's common
stock was 2,572.
The Registrant's common stock trades on the American Stock Exchange under the
symbol PHC.
12
ITEM 6. SELECTED FINANCIAL DATA
The information under the caption "Selected Financial Information" on Page 25 of
the Registrant's 1998 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information on Pages 26 through 39 of the Registrant's 1998 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the caption "Interest Rate Risk" on Pages 32 and 33 of the
Registrant's 1998 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements are
included on Pages 4 through 24 of the Registrant's 1998 Annual Report to
Shareholders and are incorporated herein by reference.
The information on Page 23 of the Registrant's 1998 Annual Report to
Shareholders reflecting unaudited quarterly results of operations is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and nominees of the Registrant appear under "Election of Directors" on
Pages 3 through 5 of the Company's definitive Proxy Statement, dated March 22,
1999, which is incorporated herein by reference.
Information concerning executive officers of the Registrant and its subsidiary
appears on Page 6 under the caption "Executive Officers" of the Company's
definitive Proxy Statement, dated March 22, 1999, which is incorporated herein
by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under "Summary Compensation Table-Annual Compensation"
on Pages 7 through 11 of the Company's definitive Proxy Statement, dated March
22, 1999, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information appearing under "Principal Holders of Voting Security" on Page 3
of the Company's definitive Proxy Statement, dated March 22, 1999, is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under "Transactions with Management" on Page 12 of the
Company's definitive Proxy Statement, dated March 22, 1999, is incorporated
herein by reference.
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) and (c) The response to this portion of Item 14 is
submitted as a separate section of this report.
(3) Listing of Exhibits:
(3) Articles of Incorporation and Bylaws of
the Registrant are incorporated herein by
reference to exhibits filed with the
Registration Statement on Form S-14,
File No. 2-21776.
(13) Annual Report to Shareholders for the
year ended December 31, 1998
(23) Consent of Independent Auditors
(27) Financial Data Schedule
(b) No Form 8-K was filed during the quarter ended December
31, 1998.
(d) Financial Statement Schedules -- None.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
THE PEOPLES HOLDING COMPANY
DATED: March 26, 1999 By /s/ John W. Smith
- ---------------------- -----------------------------
John W. Smith, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the date indicated.
John W. Smith,
President and Director
(Chief Executive Officer) ..... /s/ John W. Smith
Robert C. Leake,
Chairman of the Board and
Director ...................... /s/ Robert C. Leake
William M. Beasley, Director .. /s/ William M. Beasley
George H. Booth, II, Director . /s/ George H. Booth, II
Frank B. Brooks, Director ..... /s/ Frank B. Brooks
John M. Creekmore, Director ... /s/ John M. Creekmore
Marshall H. Dickerson, Director /s/ Marshall H. Dickerson
A. M. Edwards, Jr., Director .. /s/ A. M. Edwards, Jr.
Eugene B. Gifford, Jr.,
Director ...................... /s/ Eugene B. Gifford, Jr.
C. Larry Michael, Director .... /s/ C. Larry Michael
Jimmy S. Threldkeld, Director . /s/ Jimmy S. Threldkeld
J. Heywood Washburn, Director . /s/ J. Heywood Washburn
Robert H. Weaver, Director .... /s/ Robert H. Weaver
J. Larry Young, Director ...... /s/ J. Larry Young
15
Form 10-K--Item 14 (a) (1) and (2)
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
LIST OF FINANCIAL STATEMENTS
The following consolidated financial statements and report of independent
auditors of The Peoples Holding Company and subsidiary included in the Annual
Report to Shareholders of the registrant for the year ended December 31, 1998,
are incorporated by reference in Item 8.
Report of Independent Auditors
Consolidated Balance Sheets--December 31, 1998 and 1997
Consolidated Statements of Income--Years ended
December 31, 1998, 1997, and 1996
Consolidated Statements of Shareholders' Equity--Years ended
December 31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows--Years ended December 31,
1998, 1997, and 1996
Notes to Consolidated Financial Statements--December 31, 1998
Schedules to the consolidated financial statements required by Article
9 of Regulation S-X are not required under the related instructions or are not
applicable and therefore, have been omitted.
16
Exhibit
Number Description Page
- ------ ----------- ----
13 Annual Report to Shareholders ............... 18
23 Consent of Independent Auditors ............. 58
17