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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1995
Commission file number 0-12154
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: None Securities registered pursuant to
Section 12(g) of the Act:
Common Stock, $5.00 Par Value
------------------------------
(Title of Class)
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_____
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
admendment to this Form 10-K. ( X )
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 12, 1996 was $119,167,770.
On March 12, 1996, there were 2,604,760 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1995 Annual Shareholders' Report are incorporated by reference
into Part I and II of this report.
Portions of annual Proxy Statement dated March 19, 1996, relating to the annual
meeting of shareholders of The Peoples Holding Company, are incorporated by
reference into Part III.
1
Exhibit Index on Page
THE PEOPLES HOLDING COMPANY
FORM 10-K
For the year ended December 31, 1995
CONTENTS
PART I
Item 1. Business.............................................3
Item 2. Properties..........................................13
Item 3. Legal Proceedings...................................13
Item 4. Submission of Matters to a Vote of Security Holders.13
PART II
Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters.........................14
Item 6. Selected Financial Data.............................15
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......15
Item 8. Financial Statements and Supplementary Data.........15
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............15
PART III
Item 10. Directors and Executive Officers of the Registrant..15
Item 11. Executive Compensation..............................15
Item 12. Security Ownership of Certain Beneficial Owners
and Management......................................15
Item 13. Certain Relationships and Related Transactions......15
PART IV.
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.................................16
2
PART I
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, 1995, had 41
banking offices in Tupelo, Aberdeen, Amory, Batesville, Booneville, Calhoun
City, Coffeeville, Corinth, Grenada, Guntown, Hernando, Iuka, Louisville, New
Albany, Okolona, Plantersville, Pontotoc, Saltillo, Sardis, Shannon, Smithville,
Southaven, Verona, Water Valley, West Point, and Winona, Mississippi. All
branches are located within a 100 mile radius of Tupelo, 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 sole 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 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, as well as safe deposit and night
depository facilities. 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. Neither the Registrant nor the Bank has any foreign activities. The
Bank also offers to its customers the VISA and MasterCard credit cards.
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, and finance
companies for available loans and depository accounts.
In the following paragraph reference is made to the Registrant's
competitive position as measured in terms of total assets on December 31, 1995.
Any such reference is used solely as a method of placing the competition in
perspective as of that particular date. Due to the intense local competition,
the Registrant makes no representation that its competitive position has
remained constant, nor can it predict whether its position will change in the
future.
On December 31, 1995, the Registrant and its subsidiary had total
assets of $841,699,408 and, as such, ranked sixth in Mississippi. The Registrant
receives a large part of its competition from the Bank of Mississippi, the
Tupelo branch operation of Deposit Guaranty National Bank and Union Planters
Bank of Memphis, TN. On December 31, 1995, the Bank of Mississippi, Deposit
Guaranty National Bank, and Union Planters Bank of Mississippi had total assets
of approximately $3,302,028,000, $4,479,709,000, and $620,152,000, respectively.
3
The Bank also receives competition from several locally owned banks in
several of the towns it serves. The National Bank of Commerce of Mississippi,
Starkville, Mississippi has branch banks in Amory and Aberdeen which are in
competition with the Bank's branches in those towns.
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 or attempt to monopolize the business of banking, or any other
transaction 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.
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 of a
state within a region consisting of Alabama, Arkansas, Florida, Kentucky,
Louisiana, Missouri, North Carolina, South Carolina, Tennessee, Texas, Virginia,
and West Virginia, provided, however, that the state of an acquired bank has to
have reciprocal legislation which would allow banks or bank holding companies in
that state to acquire or be acquired by banks or bank holding companies in
Mississippi.
4
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 earnings retained
in the current year plus retained net profits.
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, 1995, 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 stock and similar to the money market
mutual funds being offered by the stock and investment brokers. It would earn a
market rate of interest, with limited third-part withdrawals and a minimum
balance requirement.
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
At December 31, 1995, the Registrant and its subsidiary employed 602
persons, 537 on a full-time basis and 65 on a part-time basis.
Dependence Upon a Single Customer
Neither the Registrant nor its subsidiary is dependent upon a single
customer or upon a limited number of customers.
Line of Business
The Registrant operates in the field of finance, and its activities are
solely in commercial banking. The Registrant has derived substantially all of
its consolidated total operating income from the commercial banking business of
its subsidiary bank.
5
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.
Executive Officers of The Registrant
The principal executive officer of the Company and its subsidiary as of
December 31, 1995, is as follows:
Name Age
---- ---
John W. Smith 60
Position and Office: Director and Executive Vice-President of the Company from
July, 1983, until July 1993, and Director and President since August, 1993.
Director and Executive Vice-President of the Bank from 1978 and 1976,
respectively, until August, 1993, and Director and President of the Bank since
August, 1993.
Mr. Smith has been employed by the Registrant or its subsidiary in a management
position for the last seven (7) years. All of the Registrant's officers are
appointed annually by the appropriate Board of Directors to serve at the
discretion of the Board.
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. The change in
volume and rate is calculated using the tax equivalent basis.
[CAPTION]
1995 COMPARED TO 1994
INCREASE(DECREASE) DUE TO
-------------------------
VOLUME RATE NET (1)
------ ---- -------
(In Thousands)
[S] [C] [C] [C]
Earning assets:
Loans, net of
unearned income ................ $ 4,542 $ 4,737 $ 9,279
Securities
U. S. government
securities and agencies ...... (1,508) 989 (519)
Obligations of states and
political subdivisions ....... 331 71 402
Mortgage-backed securities ..... 156 563 719
Other securities ............... (31) 94 63
Other ............................ 172 328 500
-------- -------- --------
Total earning assets ............. $ 3,662 $ 6,782 $ 10,444
-------- -------- --------
Interest-bearing liabilities:
Interest-bearing demand
deposit accounts ............... $ (513) $ 630 $ 117
Savings accounts ................. (155) 186 31
Time deposits .................... 2,253 4,346 6,599
Other ............................ (77) 61 (16)
-------- -------- --------
Total interest-bearing
liabilities .................... $ 1,508 $ 5,223 $ 6,731
-------- -------- --------
Change in net interest
income ......................... $ 2,154 $ 1,559 $ 3,713
======== ======== ========
(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.
6
[CAPTION]
1994 COMPARED TO 1993
INCREASE(DECREASE) DUE TO
-------------------------
VOLUME RATE NET (1)
------ ---- -------
(In Thousands)
[S] [C] [C] [C]
Earning assets:
Loans, net
unearned income ................. $ 3,568 $ 600 $ 4,168
Securities:
U. S. Government
securities and agencies ....... 1,214 (306) 908
Obligations of states and
political subdivisions ........ 789 (310) 479
Mortgage-backed securities ...... (391) (290) (681)
Other securities ................. 67 (21) 46
Other ............................. (237) 127 (110)
------- ------- -------
Total earning assets .............. $ 5,010 $ (200) $ 4,810
------- ------- -------
Interest-bearing liabilities:
Interest-bearing demand
deposits accounts ............... $ (208) $ 73 $ (135)
Savings accounts .................. 376 (590) (214)
Time deposits ..................... 881 1,118 1,999
Other ............................. 166 110 276
------- ------- -------
Total interest-bearing
liabilities ..................... $ 1,215 $ 711 $ 1,926
------- ------- -------
Change in net interest
income .......................... $ 3,795 $ (911) $ 2,884
======= ======= =======
(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
INVESTMENT PORTFOLIO
The following table sets forth the amortized cost of securities at the
dates indicated:
[CAPTION]
December 31
1995 1994 1993
--------- -------- --------
(In Thousands)
[S] [C] [C] [C]
U.S. Government and
Agency Securities .... $ 99,842 $124,463 $118,630
Obligations of State and
Political Subdivisions 49,363 45,756 42,908
Other Securities ....... 66,688 48,124 70,204
-------- -------- --------
$215,893 $218,343 $231,742
======== ======== ========
The following table sets forth the maturity distribution of
securities at December 31, 1995:
[CAPTION]
After One After Five
Within But Within But Within After
One Year Five Years Ten Years Ten Years
-------- ----------- ---------- ---------
(In Thousands)
[S] [C] [C] [C] [C]
U.S Government
and Agency
Securities ... $ 20,881 $ 65,508 $ 13,453 $
Obligations of
States and
Political
Subdivisions . 3,218 12,716 24,832 8,597
Other Securities 18,433 43,467 4,788
-------- -------- -------- --------
Total ....... $ 42,532 $121,691 $ 43,073 $ 8,597
======== ======== ======== ========
The maturity of mortgage-backed securities, included as other securities,
reflects scheduled repayments when the payment is due.
8
The following table sets forth the weighted average yields of securities,
by maturity at December 31, 1995:
[CAPTION]
After One After Five
Within But Within But Within After
One Year Five Years Ten Years Ten Years
-------- ----------- ---------- ---------
[S] [C] [C] [C] [C]
U.S. Government
and Agency
Securities ... 5.35% 6.79% 6.72%
Obligations of
States and
Political
Subdivisions . 9.50% 9.87% 8.67% 8.40%
Other Securities 6.04% 6.44% 6.83%
Weighted average yields on tax-exempt obligations have been computed on a
fully tax-equivalent basis assuming a federal tax rate of 34% and a Mississippi
state tax rate of 3.3%, which is net of federal tax benefit.
The following table sets forth loans (excluding real estate mortgage loans
and consumer loans) outstanding as of December 31, 1995, which, based on
remaining scheduled repayments of principal, are due in the periods indicated;
also, amounts due after one year are classified according to their sensitivity
to changing interest rates.
[CAPTION]
Loans Maturing
--------------------------------------------
After One After
Within But Within Five
One Year Five Years Years Total
-------- ---------- ----- -----
[S] [C] [C] [C] [C]
Commercial,
financial and
agricultural $ 74,262 $ 23,910 $ 5,861 $104,033
Real estate-
construction 16,175 646 30 16,851
-------- -------- -------- --------
$ 90,437 $ 24,556 $ 5,891 $120,884
======== ======== ======== ========
[CAPTION]
Interest Sensitivity
--------------------
Fixed Variable
Rate Rate
---- ----
(In Thousands)
[S] [C] [C]
Due after 1 but within 5
years ................. $22,448 $ 2,108
Due after 5 years ....... 5,870 21
------- ------
$28,318 $ 2,129
======= =======
9
Allowance for Loan Losses
Inherent in any lending activity is credit risk, that is, the risk of loss
should a borrower or trading counterparty default. The Company's credit risk
is monitored and managed by a Loan Committee and a Loss Management Committee.
Credit quality and policies are the primary responsibilities of these
committees. The Company tries to maintain diversification within its loan
portfolio in order to minimize the effect of economic conditions within a
particular industry.
The allowance for loan losses is available to absorb potential credit
losses from the entire loan portfolio. The appropriate level of the allowance is
based on a quarterly analysis of the loan portfolio and represents an amount
that management deems adequate to provide for potential losses, including losses
on loans assessed as impaired under SFAS No. 114, "Accounting by Creditors For
Impairement of a Loan." the balance of these loans determined as impaired and
their related allowance is included in management's estimation and analysis of
the allowance for loan losses. The analysis includes the consideration of such
factors as the risk rating of individual credits, the size and diversity of the
loan portfolio, economic conditions, prior loss experience, and the results of
periodic credit reviews by internal loan review, the regulators, and the
Company's independent accounting firm. If the allowance is deemed inadequate,
management sets aside additional reserves by increasing the charges against
income.
The anticipated net charge-offs by loan category during 1996 include:
In Thousands
-------------
Commercial, financial and agricultural $ 371
Real estate - construction ........... 61
Real estate - mortgage ............... 929
Consumer ............................. 535
------
TOTAL ................................ $1,896
======
10
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 Bank constructed a new Technology Center designed to house the electronic
data processing, proof, purchasing, statement rendering, and voice response
operations. The Technology Center is located in Tupelo, Mississippi. In
addition, the Bank operated thirty (30) full-service branches, and eleven (11)
limited-service branches all of which are located within a 100 mile radius of
Tupelo, Mississippi. The Bank has two (2) full-service branches in Southaven;
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, Pontotoc, Grenada, Water Valley, and West Point, one (1) full-service
branch each at Aberdeen, Batesville, Calhoun City, Coffeeville, Guntown,
Hernando, Iuka, Louisville, New Albany, Okolona, Saltillo, Sardis, Shannon,
Verona, and Winona, Mississippi, one (1) limited-service branch each at
Plantersville, and Smithville, Mississippi and six (6) full-service branches and
one (1) limited-service branch in Tupelo, Mississippi.
The Registrant leases, on a long-term basis, five branch locations for
use in conducting banking activities. The aggregate annual rental for all leased
premises during the year ending December 31, 1995, did not exceed five percent
of the Bank's operating expenses.
It is anticipated that in the next five years, branch renovations and
construction will be completed at Aberdeen, Grenada, Corinth 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, 1995, 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 1995.
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 28 of the Registrant's 1995 Annual Report is incorporated herein by
reference.
At March 14, 1996, the total number of shareholders of the Company's common
stock was 2,304.
The Registrant's common stock trades on the Nasdaq Stock Market under
the symbol PHCO.
ITEM 6. SELECTED FINANCIAL DATA
The information under the caption "Selected Financial Information" on Page
27 of the Registrant's 1995 Annual Report is incorporated herein by reference.
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information on pages 29 through 41 of the Registrant's 1995 Annual
Report are incorporated herein in reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent auditors and consolidated financial statements
are included on pages 8 through 26 of the Registrant's 1995 Annual Report and
are incorporated herein by reference.
The information on Page 25 of the Registrant's 1995 Annual report
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 4 of the Company's definitive Proxy Statement,
dated March 19, 1996, which is incorporated herein by reference.
Information concerning executive officers of the Registrant and its
subsidiary appears on Page 5 of the Proxy Statement under the caption "Executive
Officers."
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under "Summary Compensation Table-Annual
Compensation" on Pages 6 through 10 of the Company's definitive Proxy Statement,
dated March 19, 1996, 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 2 of the Company's definitive Proxy Statement, dated March 19, 1996, is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under "Transaction with Management: on Page 11 of
the Company's definitive Proxy Statement, dated March 19, 1996, is incorporated
herein by reference.
12
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.
(a) (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.
(11) Statement re: Computation of per share
earnings
(13) Annual Report to Shareholders for the
year ended December 31, 1995
(23) Consent of Independent Auditors
(27) Financial Data Schedule
(b) No Form 8-K was filed during the quarter ended December
31, 1995.
(d) Financial Statement Schedules -- None.
13
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 19, 1996 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,
Principal Financial Officer and
Principal Accounting 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
Dr. Walter L. Bourland,
Director ...................... /s/ Walter L. Bourland, M.D.
Frank B. Brooks, Director ..... /s/ Frank B. Brooks
A. M. Edwards, Jr., Director .. /s/ A. M. Edwards, Jr.
Eugene B. Gifford, Jr.,
Director ...................... /s/ Eugene B. Gifford, Jr.
David P. Searcy, Director ..... /s/ David P. Searcy
Jimmy S. Threldkeld, Director . /s/ Jimmy S. Threldkeld
Leonard W. Walden, Director ... /s/ Leonard W. Walden
J. Heywood Washburn, Director . /s/ J. Heywood Washburn
Robert H. Weaver, Director .... /s/ Robert H. Weaver
J. Larry Young, Director ...... /s/ J. Larry Young
14
Form 10-K--Item 14 (a) (1) and (2) and (c)
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 of the registrant to its shareholders for the year ended December 31,
1995, are incorporated by reference in Item 8. These items are included in
exhibit 13.
Report of Independent Auditors
Consolidated Balance Sheets--December 31, 1995 and 1994
Consolidated Statements of Income--Years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Shareholders' Equity--Years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flow--Years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements--December 31, 1995
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.
15