UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
The Peoples Holding Company
(Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMON STOCK, $5.00 PAR VALUE
(Title of Class of Securities)
711148 10 6
(CUSIP Number of Class of Securities)
E. Robinson McGraw,
President and Chief Executive Officer
The Peoples Holding Company
209 Troy Street
Tupelo, Mississippi 38804
(662) 680-1001
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
with a copy to:
W.P. Mitchell, Esq.
Mitchell, Voge, Corban and Morris, LLP
P.O. Box 29
108 N. Broadway Street
Tupelo, Mississippi 38804
(662) 842-4231
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee:
$13,899,176 $2,779.84
*Calculated solely for purposes of determining the filing fee, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes
the purchase of 604,312 shares of Common Stock of The Peoples Holding Company at
the maximum tender offer purchase price of $23.00 per share in cash.
[ X ] Check the box if any part of the fee is offset as provided by Rule 011
Rule 011(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,779.84 Form or Registration Number: SC TO-I
Filing Party: The Peoples Holding Company Date Filed: April 16, 2001
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: [ X ]
This Amendment supplements and amends the Tender Offer Statement on Schedule TO
filed on April 16, 2001, related to the issuer tender offer of The Peoples
Holding Company, a Mississippi corporation, to purchase up to 604,312 shares of
its Common Stock, $5.00 par value, at a price of $23.00 per share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated April 16, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal, which, as amended or
supplemented from time to time, together constitute the tender offer.
The information in the Offer to Purchase is hereby incorporated by reference in
response to all the items of this amendment to Schedule TO.
Item 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby amended and supplemented as follows:
The tender offer expired at 5:00 p.m., New York City time, on May 15, 2001. A
total number of 221,023 shares of the Common Stock of The Peoples Holding
Company were validly tendered, not withdrawn and accepted for purchase by The
Peoples Holding Company at a purchase price of $23.00 per share.
Item 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO is hereby amended and supplemented as follows:
On May 15, 2001, The Peoples Holding Company issued a press release announcing
the final results of the tender offer, a copy of which is filed as Exhibit
(a)(9) to this Amendment to Schedule TO and is incorporated herein by reference.
Item 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented by adding the
following Exhibit:
(a)(9) Press Release, dated May 15, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: May 15, 2001
The Peoples Holding Company
by: /s/ E. Robinson McGraw
--------------------------
E. Robinson McGraw
President and Chief Executive Officer
PRESS RELEASE
EXHIBIT (a)(9)
The Peoples Holding Company (AMEX:PHC)
P.O. Box 709
Tupelo, MS 38801-0709
Phone: (662) 680-1001
Fax: (662) 680-1234
www.thepeopleplace.com
For additional information, contact:
Stuart R. Johnson
Executive Vice President & Chief Financial Officer
(662) 680-1472
Date: May 15, 2001
THE PEOPLES HOLDING COMPANY ANNOUNCES RESULTS OF TENDER OFFER
TUPELO, MISSISSIPPI - The Peoples Holding Company, (American Stock Exchange:
PHC) (the "Company"), the holding company for The Peoples Bank & Trust Company,
announced today the final results of its tender offer, which expired on May 15,
2001. On April 16, 2001, the Company offered to purchase up to 604,312 shares of
its Common Stock at $23.00 per share. As of May 15, 2001, The Peoples Holding
Company has accepted for payment a total of 221,023 shares of its Common Stock
at a purchase price of $23.00 per share. The offer was under-subscribed and The
Peoples Holding Company accepted all shares validly tendered. The Company's
management and Board of Directors believe that the Company's business, assets
and prospects, coupled with the market price of its shares of Common Stock, made
this purchase of shares pursuant to the terms and conditions of the offer an
attractive investment opportunity.
COMMUNITY BANKING. The Peoples Bank & Trust Company's business activities are
conducted through the bank and its wholly-owned subsidiaries, Peoples Insurance
Agency, Dominion Life and Health P.A., Alliance Finance Company and Dominion
Company (Dominion companies). The Bank is headquartered in Tupelo, Mississippi,
and has over $1.2 Billion in assets. The Bank accounts for substantially all of
the assets and revenues of The Peoples Holding Company. On December 31, 2000,
the Bank had 41 banking offices in Tupelo, Aberdeen, Amory, Batesville, Belden,
Booneville, Calhoun City, Coffeeville, Corinth, Grenada, Guntown, Hernando,
Iuka, Louisville, New Albany, Okolona, Olive Branch, Pontotoc, Saltillo, Sardis,
Shannon, Smithville, Southaven, Verona, Water Valley, West Point, and Winona,
Mississippi. The Peoples Holding Company, The Peoples Bank's parent company, is
traded on the American Stock Exchange (PHC).