-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GwWugTBRQwDgSZRYg+FBHDQgaqfd0pr6opopph8fu4NoTZnVGZWu5o+RTmvsy9t0 +Cu4cUM3OS0cqo8pGnCAVg== 0000950134-99-001517.txt : 19990310 0000950134-99-001517.hdr.sgml : 19990310 ACCESSION NUMBER: 0000950134-99-001517 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990414 FILED AS OF DATE: 19990309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES FINANCIAL CORP /MS/ CENTRAL INDEX KEY: 0000770460 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640709834 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 002-98268 FILM NUMBER: 99560142 BUSINESS ADDRESS: STREET 1: 152 LAMEUSE STREET STREET 2: P O BOX 529 CITY: BILOXI STATE: MS ZIP: 39530 BUSINESS PHONE: 6014355511 MAIL ADDRESS: STREET 1: P O BOX 529 STREET 2: PO BOX 559 CITY: BILOXI STATE: MS ZIP: 39533-0529 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14a INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Peoples Financial Corporation - -------------------------------------------------------------------------------- (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)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- 2 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO THE SHAREHOLDERS: NOTICE IS GIVEN that, pursuant to a call of its Directors, the Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company") will be held at The Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 14, 1999, at 7:00 P. M., local time, for the purpose of considering and voting upon the following matters: 1. To elect five (5) Directors to hold office for a term of one (l) year, or until their successors are elected and shall have qualified. 2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the certified public accountants of the Company. 3. To transact such other business as may properly come before the meeting or any adjournments thereof. Only those shareholders of record at the close of business on February 15, 1999, shall be entitled to notice of, and to vote at, the meeting or any adjournments thereof. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY EXECUTION OF A SUBSEQUENTLY DATED PROXY. By Order of the Board of Directors /s/ Chevis C. Swetman ---------------------------------- Chevis C. Swetman Chairman, President and Chief Executive Officer Dated and Mailed at Biloxi, Mississippi March 9, 1999 1 3 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS I. GENERAL This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Peoples Financial Corporation (the "Company") of Proxies for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at The Peoples Bank, 152 Lameuse Street, Biloxi, Mississippi, on April 14, 1999, at 7:00 P.M., local time, and any adjournment thereof, for the purposes stated in the foregoing Notice of Annual Meeting of Shareholders. Shareholders of record of the Company's Common Stock (the "Common Stock"), at the close of business on February 15, 1999, (the "Record Date") are entitled to receive notice of and to vote at the Annual Meeting or any adjournments thereof. On the Record Date, the Company had outstanding 2,952,672 shares. A majority of the outstanding shares constitutes a quorum. Except in the election of directors, each share of Common Stock entitles the holder thereof to one (l) vote on each matter presented at the Annual Meeting for Shareholder approval. Action on a matter is approved if the votes cast in favor of the action exceed the votes cast opposing the action. Abstentions are not counted. Any person giving a Proxy has the right to revoke it at any time before it is exercised. A shareholder may revoke his Proxy (l) by revoking it in person at the Annual Meeting, (2) by written notification to the Company which is received prior to the exercise of the Proxy, or (3) by a subsequent Proxy presented to the Company prior to the exercise of the Proxy. All properly executed Proxies, if not revoked, will be voted as directed. If the shareholder does not direct to the contrary, the shares will be voted "FOR" the nominees listed thereon and "FOR" each of the proposals described. Solicitation of Proxies will be primarily by mail. Officers, directors, and employees of The Peoples Bank (hereinafter referred to as the "Bank") also may solicit Proxies personally. The Company will reimburse brokers and other persons holding shares in their names, or in the names of nominees, for the expense of transmitting Proxy materials. The cost of soliciting Proxies will be borne by the Company. The Board of Directors is not aware of any matters other than as set forth herein which are likely to be brought before the meeting. If other matters do come before the meeting, the persons named in the accompanying Proxy or their substitutes will vote the shares represented by such Proxies in accordance with the recommendations of the Board of Directors of the Company. 2 4 II. ELECTION OF DIRECTORS The following nominees have been proposed by the Board of Directors for election at the Annual Meeting. The shares represented by properly executed Proxies will, unless authority to vote is withheld, be voted in favor of these persons. In the election of directors, each shareholder may vote his shares cumulatively by multiplying the number of shares he is entitled to vote by the number of directors to be elected. This product shall be the number of votes the shareholder may cast for one nominee or by distributing this number of votes among any number of nominees. If a shareholder withholds authority for one or more nominees and does not direct otherwise, the total number of votes that the shareholder is entitled to cast will be distributed equally among the remaining nominees. Should any of these nominees be unable to accept the nomination, the shares will be voted for such other persons as the Board of Directors shall nominate. Each director is elected to hold office until the next annual meeting of shareholders and until his successor is elected and qualified. Shareholders may make nominations at the meeting. The persons who will be elected to the Board of Directors will be the five nominees receiving the largest number of votes.
Business Experience Director of Director of Name Age During Last Five Years Company Since Bank Since - ---------------------------------------------------------------------------------------------------------------- Drew Allen 48 Director, The Peoples Bank; President, 1996 1993 Allen Beverages, Inc. William A. Barq 77 Vice Chairman of the Board, The Peoples 1984 1971 Bank; Former Owner and President (retired), Barq's Bottling Co., Inc. Andy Carpenter 51 Executive Vice President, Peoples 1984 1984 Financial Corporation; Director and Executive Vice President, The Peoples Bank Chevis C. Swetman 50 Chairman of the Board, President and 1984 1975 Chief Executive Officer, Peoples Financial Corporation; Chairman of the Board, Director, President and Chief Executive Officer, The Peoples Bank F. Walker Tucei 81 Director and Executive Vice President 1984 1975 (retired), The Peoples Bank
F. Walker Tucei is the father of Robert M. Tucei, who is a Vice President of the Company. 3 5 III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF On February 15, 1999, the Company had outstanding 2,952,672 shares of its Common Stock, $1.00 par value, owned by approximately 530 shareholders. The following is certain information about the shareholders beneficially owning more than five percent of the outstanding shares of the Company.
Amount and Nature of Name & Address of Beneficial Owner Beneficial Ownership Percent of Class - ----------------------------------------------------------------------------------------------- Ella Mae Barq 227,120 7.69% P. O. Box 1347 Biloxi, MS 39533-1347 Peoples Financial Corporation Employee Stock 387,626 13.13% Ownership Plan & Trust Chevis C. Swetman, Trustee 152 Lameuse Street Biloxi, MS 39530 Chevis C. Swetman (1) 495,802 16.79% 1210 Beach Boulevard Biloxi, MS 39530
(1) Includes shares owned by Mr. Swetman's son, shares owned by Mr. Swetman and his wife jointly, shares owned by Mr. Swetman's IRA account, and shares owned by the IRA account of Mr. Swetman's wife. 4 6 IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT The table sets forth the beneficial ownership of the Company's Common Stock as of February 15, 1999, by persons who are currently serving as directors, persons nominated for election at the Annual Meeting and each of the executive officers named in Section V hereof. Also shown is the ownership by all directors and executive officers as a group. The persons listed have sole voting and investment power as to all shares except as indicated. Percent of outstanding shares of Common Stock owned is not shown where less than one percent.
Amount and Nature of Beneficial Ownership of Percent of Outstanding Common Stock Shares of Common Stock - ------------------------------------------------------------------------------------------------- Drew Allen 1,920 William A. Barq 37,440 1.27% Andy Carpenter 2,600 (1) A. Wes Fulmer 110 Jeannette E. Romero 680 Thomas J. Sliman 360 Chevis C. Swetman 495,802 (2) 16.79% F. Walker Tucei 13,395 (3) Robert M. Tucei 18,416 Lauri A. Wood 50 Directors and executive officers of the Company as a group 570,773 19.33%
(1) Includes shares held in IRA accounts in the names of Mr. Carpenter and his wife. (2) See note (1) at Section III. (3) Includes shares owned by Mr. Tucei's wife. 5 7 V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE COMPENSATION The following table sets forth the aggregate compensation for 1998, 1997 and 1996 paid by the Company and its subsidiaries to the Company's Chief Executive Officer and its other executive officers where compensation in the form of salaries and bonuses exceeded $100,000 in 1998.
All Other Years of Name and Principal Position Year Salary Bonus Compensation (1) Service - ------------------------------------------------------------------------------------------------ Chevis C. Swetman, President 1998 $170,000 $107,000 $ 7,466 27 and Chief Executive Officer 1997 $167,267 $ 91,150 $ 8,690 1996 $142,200 $ 90,200 $ 8,144 Andy Carpenter, Executive 1998 $125,301 $ 57,000 $ 5,850 21 Vice President 1997 $122,892 $ 53,500 $ 7,470 1996 $112,800 $ 50,800 $ 7,332 Jeannette E. Romero, First 1998 $ 78,125 $ 25,000 $ 4,971 33 Vice President 1997 $ 74,429 $ 23,000 $ 4,566 1996 $ 70,379 $ 21,475 $ 5,094 Thomas J. Sliman, Second 1998 $ 78,200 $ 30,000 $ 4,494 14 Vice President 1997 $ 74,625 $ 28,000 $ 4,831 1996 $ 71,200 $ 24,100 $ 4,850 Robert M. Tucei, 1998 $ 78,175 $ 30,000 $ 4,099 14 Vice President 1997 $ 74,625 $ 28,000 $ 4,676 1996 $ 71,225 $ 27,050 $ 4,941
(1) Includes contributions and allocations pursuant to Employee Stock Ownership Plan 6 8 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee is composed of Chevis C. Swetman, Andy Carpenter, Drew Allen, Tyrone J. Gollott, Jeffrey H. O'Keefe and Dan Magruder. Messrs. Allen, Gollott, O'Keefe and Magruder are directors of the Bank. Messrs. Swetman and Carpenter are officers and directors of the Company and the Bank. Mr. Allen serves as chairman of the Committee. It is the responsibility of the Committee to assess the performance and establish base salaries and annual bonus compensation for the executive officers. In establishing the salary of the Chief Executive Officer, the Committee primarily considered Mr. Swetman's past performance and the compensation levels of chief executive officers of comparable financial institutions. Specifically, the Committee utilized asset size peer group compensation data as provided by the Mississippi Bankers Association ("MBA") and the Bank Administration Institute ("BAI"). Additionally, in setting Mr. Swetman's salary, performance criteria such as the Company's return on average assets, return on equity and asset growth compared with prior years were considered. No specific weights were assigned to these factors. Mr. Swetman's annual bonus was determined primarily on the Committee's evaluation of the earnings performance of the Company compared with prior years. No objective criteria were utilized in this evaluation. With respect to the other executive officers, the Committee's recommendation concerning salaries was based upon the performance of these officers during 1997 as reflected by the performance of the Company. The performance of the Company was evaluated by considering such criteria as return on average assets, return on equity and asset growth. No specific weights were assigned to these factors. Also, the Committee considered the asset size peer group compensation data as provided by the MBA and BAI for executive officers with similar duties and responsibilities. The amount of bonuses paid to these executive officers was determined primarily on the Committee's evaluation of the earnings performance of the Company in 1998 compared with prior years. No objective criteria were utilized in this evaluation. Messrs. Swetman and Carpenter abstain from discussions and decisions regarding their own compensation. This report was presented by the Compensation Committee: Drew Allen, Chairman Tyrone J. Gollott Jeffrey H. O'Keefe Andy Carpenter Dan Magruder Chevis C. Swetman PERFORMANCE GRAPH The following graph compares the Company's annual percentage change in cumulative total shareholder return on common shares over the last five years with the cumulative total return of companies with comparable market capitalization and a peer group consisting of the Media General Financial Services Industry Group 045-East South Central Banks. The broad market group consists of publicly-held companies with total equity within five (5) percent of the Company's as of December 31, 1998. The Company is not listed on an exchange or over the counter market. A list of the companies included in the peer group index follows the graph. This presentation assumes that $100 was invested in shares of the relevant issuers on January 1, 1994, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one year intervals. For purposes of constructing this data, the returns of each component issuer have been weighted according to that issuer's market capitalization. 7 9 FIVE YEAR CUMULATIVE RETURN
1993 1994 1995 1996 1997 1998 Peoples Financial Corporation 100.00 123.17 145.81 165.94 261.41 451.99 Broad Market 100.00 88.16 116.03 120.99 114.82 89.06 Peer Group 100.00 98.95 146.35 186.82 323.28 307.89
MG Industry Group 045-East South Central Banks: Acadiana Bancshares, Inc. Compass Bancshares, Inc. Midsouth Bancorp Admiralty Bancorp Cl B Eastern Virginia Bankshares National Commerce Bancorp. Alabama National Bancorp Eufala Banccorp, Inc.. Peoples Banctrust Co. AmSouth Bancorporaton Farmers Capital Bank Corp. Peoples Holding Co. Area Bancshares Corp First American Corp., Tennessee Premier Financial Bancorporation Auburn National Banc Inc. First Commercial Corp. Regions Financial Corporation Banc Corporation First M & F Corp. Republic Bancorp, Inc. Class A BancorpSouth, Inc.. First Tennessee National Corp. Republic Banking Corp. Bank of the Ozarks, Inc. First United Bancshares S. Y. Bancorp, Inc. Bankfirst Corporation Florida Banks, Inc. Simmons First National Corp. Britton & Koontz Cap CP FNB Corp. South Alabama Bancorp. Cardinal Financial Corp Hancock Holding Company SouthTrust Corp. CBT Corp Hibernia Class A Trustmark Corp. Colonial Bancgroup Cl A ISB Financial Corp. Union Planters Corp. Community Financial Group Lamar Capital Corp. United Financial Holding Community Trust Bncp Inc. Mid-America Bancorp. Whitney Holding Corp.
8 10 DIRECTORS' COMPENSATION During 1998, directors who are employees of the Bank did not receive any compensation for serving on the Board of the Bank or the Company or on any Board Committee. Each non-employee director receives $200 per Board meeting attended. Each non-employee director receives a fee between $100 and $150 per committee meeting attended, depending on the committee. The Vice-Chairman of the Bank's Board receives an annual retainer of $3,000 and all other non-employee directors of the Bank receive an annual retainer of $2,000. Directors may defer all or a portion of their directors' fees pursuant to the Directors' Deferred Income Plan. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION During 1998, no executive officer of the Company or any of its subsidiaries served as a member of the compensation committee (or other board or committee performing similar functions) or the board of directors of another entity, one of whose executive officers served on the compensation committee or board of directors of the Company. VI. TRANSACTIONS WITH MANAGEMENT No officer, director, their related entities, or their immediate family members have been indebted to the Company at any time during 1998. However, the Bank has had in the past, now has, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their related entities and immediate family members. These transactions are on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with others, and do not involve more than normal risks of collectability or present other unfavorable features. Other than these transactions, there were no material transactions with any such persons during the year ended December 31, 1998. VII. OTHER INFORMATION CONCERNING DIRECTORS During 1998, the Company did not have standing audit, compensation, loan or trust committees. However, during 1998, the Bank had standing audit, compensation, loan and trust committees which met on a regularly scheduled basis. There were 14 meetings of the Board of Directors of the Company held during 1998. Of those directors serving during 1998, none attended fewer than 75 percent of the Board meetings. 9 11 VIII. EXECUTIVE OFFICERS The following sets forth certain information with respect to the executive officers of the Company who are not also directors as of December 31, 1998:
Name (Age) Position - --------------------------------------------------------------------------------------------------- Jeannette E. Romero (53) First Vice President, Peoples Financial Corporation since 1994; Senior Vice President, The Peoples Bank since 1990 Thomas J. Sliman (62) Second Vice President, Peoples Financial Corporation since 1985; Senior Vice President, The Peoples Bank since 1988 Robert M. Tucei (52) Vice President, Peoples Financial Corporation since 1995; Senior Vice President, The Peoples Bank since 1988 David M. Hughes (43) Vice President, Peoples Financial Corporation since 1995; Senior Vice President, The Peoples Bank since 1994 A. Wes Fulmer (39) Vice President and Secretary, Peoples Financial Corporation since 1997; Senior Vice President, The Peoples Bank since 1997 M. O. Lawrence, III (53) Vice President, Peoples Financial Corporation since 1998; Senior Vice President, The Peoples Bank since 1998 Lauri A. Wood (37) Chief Financial Officer and Controller, Peoples Financial Corporation since 1994; Senior Vice President/Cashier, The Peoples Bank since 1996
10 12 IX. INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has appointed Piltz, Williams, LaRosa & Co., a firm of independent certified public accountants, as auditors for the fiscal year ending December 31, 1999. Piltz, Williams, LaRosa & Co. has been auditors for the Company since it commenced business in 1984 and have been associated with The Peoples Bank since 1965. The Company has been advised that neither the firm nor any of its partners has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures and tax matters. The Board does not anticipate that representatives of Piltz, Williams, LaRosa & Co. will attend the Annual Meeting. Although not required to do so, the Board of Directors has chosen to submit its appointment of Piltz, Williams, LaRosa & Co. for ratification by the Company's shareholders. It is the intention of the persons named in the PROXY to vote such Proxy "FOR" the ratification of this appointment. If this proposal does not pass, the Board of Directors will reconsider the matter. BY ORDER OF THE BOARD OF DIRECTORS /s/ Chevis C. Swetman Chevis C. Swetman Chairman 13 PROXY PEOPLES FINANCIAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS April 14, 1999 The undersigned hereby appoint(s) Chevis C. Swetman and Andy Carpenter, or either of them, the true and lawful attorneys-in-fact for the undersigned, with full power of substitution, to vote as proxies for the undersigned at the Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company") to be held in the Directors' Room of The Peoples Bank, Biloxi, Mississippi, 39530, at 7:00 P.M., local time, on April 14, 1999, and at any and all adjournments thereof, the number of shares which the undersigned would be entitled to vote if then personally present, for the following purposes: 1. The election of the following five persons as directors. (INSTRUCTIONS: AUTHORITY TO VOTE FOR ANY NOMINEE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE.) Drew Allen William A. Barq Andy Carpenter Chevis C. Swetman F. Walker Tucei For all nominees Against all except as indicated ____________ nominees _____________ 2. To approve the appointment of Piltz, Williams, LaRosa & Co. as the independent certified public accountants of the Company. Approve __________ Disapprove __________ Abstain __________ 3. Transaction of such other business as may properly come before the Annual Meeting or any adjournments thereof. Approve __________ Disapprove __________ Abstain __________ THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY, WILL BE VOTED FOR THE ABOVE PROPOSALS, UNLESS A CONTRARY DIRECTION IS INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IF AUTHORITY IS GRANTED PURSUANT TO PROPOSAL 3 ABOVE, THE PROXIES INTEND TO VOTE ON ANY OTHER BUSINESS COMING BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY. Please date the Proxy and sign your name exactly as it appears on the stock records of the Company. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. If signed as a corporation, please sign full corporate name by authorized officer. ----------------------------------------- Signature ----------------------------------------- Signature Date ------------------------------------- Number of Shares ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----