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, 1997 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 1998 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, 1998 was $208,743,690. On March 23, 1998, there were 5,859,472 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1997 Annual Shareholders' Report are incorporated by reference into Parts I and II of this report. Portions of annual Proxy Statement dated March 23, 1998, 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, 1997 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.............................12 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......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, 1997, 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 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. 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 Bank also offers accounts receivable factoring to qualified businesses. Neither the Registrant nor the Bank has any foreign activities. The Bank also offers to its customers the VISA and MasterCard credit cards. During 1997, the Company acquired Financial Investment Alternatives (FIA). FIA had been owned by Richard Leahy, a marketing firm, whose parent company was Lincoln National. The Company paid book value, approximately $1,000, for FIA. The subsidiary's primary business is the selling of annuities and mutual funds.
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, 1997. 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, 1997, the Registrant and its subsidiary had total assets of approximately $971,055,000 and, as such, ranked sixth in Mississippi. The Registrant receives a large part of its competition from BanCorp South, the Tupelo branch operation of Deposit Guaranty National Bank, Trustmark National Bank, and Union Planters Bank of Memphis, Tennessee. On December 31, 1997, BanCorp South, Deposit Guaranty National Bank, Trustmark National Bank, and Union Planters had total assets of approximately $4,181,000,000, $6,772,000,000, $5,545,000,000, and $18,105,000,000, respectively. 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 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. 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, 1997, 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. 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, 1997, the Registrant and its subsidiary employed 589 persons on a full-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. 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 1997, the Company purchased approximately $11,032,000 in loans and $15,232,000 in deposits. Executive Officers of The Registrant The principal executive officer of the Company and its subsidiary as of December 31, 1997, is as follows: Name Age ---- --- John W. Smith 62 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. 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. 1997 COMPARED TO 1996 INCREASE(DECREASE) DUE TO ------------------------- VOLUME RATE NET (1) ------ ---- ------- (In Thousands) Earning assets: Loans, net of unearned income ................ $ 5,336 $ (160) $ 5,176 Securities U. S. government securities and agencies ...... (232) 3 (229) Obligations of states and political subdivisions ....... 372 (75) 297 Mortgage-backed securities ..... 1,151 (25) 1,126 Other securities ............... (29) 6 (23) Other ............................ (343) 12 (331) -------- -------- -------- Total earning assets ............. $ 6,255 $ (239) $ 6,016 -------- -------- -------- Interest-bearing liabilities: Interest-bearing demand deposit accounts ............... $ (1,059) $ 49 $ (1,010) Savings accounts ................. 1,036 482 1,518 Time deposits .................... 1,939 345 2,284 Other ............................ 651 116 767 -------- -------- -------- Total interest-bearing liabilities .................... $ 2,567 $ 992 $ 3,559 -------- -------- -------- Change in net interest income ......................... $ 3,688 $ (1,231) $ 2,457 ======== ======== ======== (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.
1996 COMPARED TO 1995 INCREASE(DECREASE) DUE TO ------------------------- VOLUME RATE NET (1) ------ ---- ------- (In Thousands) Earning assets: Loans, net of unearned income ................ $ 1,580 $ (315) $ 1,265 Securities U. S. government securities and agencies ...... 1,160 333 1,493 Obligations of states and political subdivisions ....... 440 (132) 308 Mortgage-backed securities ..... 549 27 576 Other securities ............... (18) (25) (43) Other ............................ (40) (95) (135) -------- -------- -------- Total earning assets ............. $ 3,671 $ (207) $ 3,464 -------- -------- -------- Interest-bearing liabilities: Interest-bearing demand deposit accounts ............... $ 173 $ 743 $ 916 Savings accounts ................. 58 (125) (67) Time deposits .................... 1,591 73 1,664 Other ............................ 159 (49) 110 -------- -------- -------- Total interest-bearing liabilities .................... $ 1,981 $ 642 $ 2,623 -------- -------- -------- Change in net interest income ......................... $ 1,690 $ (849) $ 841 ======== ======== ======== (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.
INVESTMENT PORTFOLIO The following table sets forth the amortized cost of securities at the dates indicated: December 31 ----------- 1997 1996 1995 --------- -------- -------- (In Thousands) U.S. Government and Agency Securities .... $ 110,684 $ 125,087 $ 99,842 Obligations of State and Political Subdivisions 59,893 52,051 45,837 Other Securities ....... 77,153 68,610 66,688 ------ ------ ------ $ 247,730 $ 245,748 $212,367 ========= ========= ======== The following table sets forth the maturity distribution in thousands and weighted average yield by maturity of securities at December 31, 1997: <TABLE> <CAPTION> After One After Five Within But Within But Within After One Year Five Years Ten Years Ten Years -------- ----------- ---------- --------- <S> <C> <C> <C> <C> <C> <C> <C> <C> U.S Government and Agency Securities ... $ 7,490 5.62% $ 88,848 6.43% $ 14,346 6.67% $ Obligations of States and Political Subdivisions . 3,071 9.08% 11,448 8.97% 33,555 7.73% 11,819 7.32% Other Securities 19,228 6.43% 52,183 6.38% 5,742 6.72% ------ ------ ----- ------ Total .......... $29,789 $152,479 $ 53,643 $ 11,819 ====== ======= ====== ====== </TABLE> 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.
The following table sets forth loans (excluding real estate mortgage loans, consumer loans, and net receivables on leased equipment, which are included in commercial, financial and agricultural loans in the consolidated financial statements) outstanding as of December 31, 1997, 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. Loans Maturing -------------------------------------------- After One After Within But Within Five One Year Five Years Years Total -------- ---------- ----- ----- Commercial, financial and agricultural $ 75,443 $ 31,781 $ 13,188 $120,412 Real estate- construction 22,285 2,041 39 24,365 -------- -------- -------- -------- $ 97,728 $ 33,822 $ 13,227 $144,777 ======== ======== ======== ======== Interest Sensitivity -------------------- Fixed Variable Rate Rate ---- ---- (In Thousands) Due after 1 but within 5 years ................. $31,082 $ 2,740 Due after 5 years ....... 13,227 ------- ------ $44,309 $ 2,740 ======= =======
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 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 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 and the regulators. If the allowance is deemed inadequate, management sets aside additional reserves by increasing the charges against income.
The following table shows the maturity of time deposits over $100,000. Less than 3 Months $ 46,449,447 3 Months- 6 Months 24,285,177 6 Months-12 Months 28,731,180 Over 12 Months 16,734,492 ------------ $ 116,200,296 ============= 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, statement rendering, and voice response operations. In addition, the Bank operated thirty (30) full-service branches, and eleven (11) limited-service branches. 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, Olive Branch, 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, 1997, 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 Hernando, 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, 1997, 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 1997. 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 25 of the Registrant's 1997 Annual Report is incorporated herein by reference. At March 20, 1998, the total number of shareholders of the Company's common stock was 2,333. The Registrant's common stock trades on the American Stock Exchange under the symbol PHC. ITEM 6. SELECTED FINANCIAL DATA The information under the caption "Selected Financial Information" on Page 24 of the Registrant's 1997 Annual Report 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 37 of the Registrant's 1997 Annual Report are 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 23 of the Registrant's 1997 Annual Report and are incorporated herein by reference. The information on Page 22 of the Registrant's 1997 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 5 of the Company's definitive Proxy Statement, dated March 23, 1998, 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 23, 1998, which is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information appearing under "Summary Compensation Table-Annual Compensation" on Pages 7 through 10 of the Company's definitive Proxy Statement, dated March 23, 1998, 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 23, 1998, is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information appearing under "Transactions with Management: on Page 13 of the Company's definitive Proxy Statement, dated March 23, 1998, is incorporated herein by reference.
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, 1997 (23) Consent of Independent Auditors (27) Financial Data Schedule (b) No Form 8-K was filed during the quarter ended December 31, 1997. (d) Financial Statement Schedules -- None.
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 23, 1998 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
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 of the registrant to its shareholders for the year ended December 31, 1997, are incorporated by reference in Item 8. Report of Independent Auditors Consolidated Balance Sheets--December 31, 1997 and 1996 Consolidated Statements of Income--Years ended December 31, 1997, 1996, and 1995 Consolidated Statements of Shareholders' Equity--Years ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows--Years ended December 31, 1997, 1996 and 1995 Notes to Consolidated Financial Statements--December 31, 1997 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.
Exhibit Number Description Page - ------ ----------- ---- 13 Annual Report to Shareholders ............... 18 23 Consent of Independent Auditors ............. 53