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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 ( c) or Rule 14a-12
Peoples Financial Corporation
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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 is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[COMPANY LETTERHEAD]
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 23, 2003, 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 24, 2003,
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 25, 2003
1
[COMPANY LETTERHEAD}
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 23, 2003, 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 24, 2003, (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 5,568,415 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 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 counted for purposes of determining a
quorum, but are otherwise 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 Secretary of 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.
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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.
Director of
Business Experience Company Director of
Name Age During Last Five Years Since Bank Since
------------------------------- ------- --------------------------------- ----------- -----------
Drew Allen 51 President, Allen Beverages, Inc. 1996 1993
Rex E. Kelly 55 Director of Corporate 2002 1996
Communications, Mississippi
Power Company
Dan Magruder 55 President, Rex Distributing Co., 2000 1993
Inc.
Lyle M. Page 71 Partner, Page, Mannino, Peresich & 2000 1973
McDermott
Chevis C. Swetman 54 Chairman of the Board, President 1984 1975
and Chief Executive Officer,
Peoples Financial Corporation;
Chairman of the Board, Director,
President and Chief Executive
Officer, The Peoples Bank
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III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On February 24, 2003, the Company had outstanding 5,568,415 shares of its Common
Stock, $1.00 par value, owned by approximately 670 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 454,040 8.15%
P. O. Box 1347
Biloxi, MS 39533-1347
Chevis C. Swetman (1) 1,119,015 20.10%
1210 Beach Boulevard
Biloxi, MS 39530
(1) Includes shares allocated to Mr. Swetman's Employee Stock Ownership Plan
account, of which Mr. Swetman has voting rights but no dispositive powers,
shares allocated to Mr. Swetman's 401(k) account, of which Mr. Swetman has both
voting rights and dispositive powers, shares owned by Mr. Swetman's son, shares
owned by Mr. Swetman and his wife jointly, shares owned by Mr. Swetman's IRA
account, shares owned by the IRA account of Mr. Swetman's wife and shares owned
by the IRA account of Mr. Swetman's son.
IV. OWNERSHIP OF EQUITY SECURITIES BY DIRECTORS AND EXECUTIVE OFFICERS
The table on page 5 sets forth the beneficial ownership of the Company's Common
Stock as of February 24, 2003, 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 dispositive power as to all shares except as indicated. Percent of
outstanding shares of Common Stock owned is not shown where less than one
percent.
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BENEFICIAL OWNERSHIP OF EQUITY SECURITIES BY DIRECTORS AND EXECUTIVE OFFICERS
Amount and Nature of Beneficial Percent of Outstanding
Ownership of Common Stock Shares of Common Stock
------------------------------------- ------------------------------- ----------------------
Drew Allen 3,840
Andy Carpenter 53,772(1)(2)
A. Wes Fulmer 4,815(1)(3)
Rex E. Kelly 1,672
M. O. Lawrence, III 21,016(1)(4)
Dan Magruder 7,121(5)
Lyle M. Page 112,631(6) 2.02%
Jeannette E. Romero 25,190(1)(7)
Thomas J. Sliman 22,404(1)(8)
Chevis C. Swetman 1,119,015(1)(9) 20.10%
Robert M. Tucei 111,465(1)(10) 2.00%
Lauri A. Wood 5,124(1)(11)
Directors and executive officers 1,488,065 26.72%
of the Company as a group
(1) Participants with shares allocated to their Employee Stock Ownership
("ESOP") Account have voting rights but no dispositive powers. Participants with
shares allocated to their 401(k) Account have voting rights and dispositive
powers.
(2) Includes shares allocated to Mr. Carpenter's ESOP account, shares owned by
Mr. Carpenter's son, shares owned by Mr. Carpenter's wife, shares owned by Mr.
Carpenter's IRA account and shares owned by the IRA account of Mr. Carpenter's
wife.
(3) Includes shares allocated to Mr. Fulmer's ESOP account and shares allocated
to Mr. Fulmer's 401(k) account.
(4) Includes shares allocated to Mr. Lawrence's ESOP account, shares allocated
to Mr. Lawrence's 401(k) account, and shares owned by the IRA account of Mr.
Lawrence.
(5) Includes shares owned by Mr. Magruder's wife.
(6) Includes shares owned by Mr. Page and his daughters jointly, shares owned by
Mr. Page's IRA account and shares held in a trust of which Mr. Page, as trustee,
has voting rights and dispositive powers.
(7) Includes shares allocated to Mrs. Romero's ESOP account, and shares owned by
Mrs. Romero's IRA account.
(8) Includes shares allocated to Mr. Sliman's ESOP account and shares allocated
to Mr. Sliman's 401(k) account.
(9) See Note (1) at Section III.
(10) Includes shares allocated to Mr. Tucei's ESOP account, shares allocated to
Mr. Tucei's 401(k) account, shares owned by Mr. Tucei through a partnership for
which Mr. Tucei shares voting rights and dispositive powers and shares owned by
three trusts of which Mr. Tucei serves as co-trustee and for which Mr. Tucei
shares voting rights and dispositive powers.
(11) Includes shares allocated to Miss Wood's ESOP account.
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V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid by the Company to
its Chief Executive Officer and its four other highest compensated executive
officers whose compensation in the form of salaries and bonuses exceeded
$100,000 in 2002.
Annual Compensation
Other
Name and Principal Position Year Salary Bonus Compensation
------------------------------------- ---- ------------ ------------ ------------
Chevis C. Swetman, 2002 $ 206,718 $ 0 $ 9,261(1)
President and Chief Executive Officer $ 49,994(2)
$ 1,329(3)
2001 $ 203,760 $ 47,625 $ 13,448(1)
$ 49,992(2)
$ 1,329(3)
2000 $ 204,035 $ 40,500 $ 11,119(1)
$ 1,329(3)
Andy Carpenter, 2002 $ 148,960 $ 0 $ 3,645(1)
Executive Vice President $ 49,994(2)
$ 1,329(3)
2001 $ 147,100 $ 21,600 $ 5,720(1)
$ 49,992(2)
$ 1,329(3)
2000 $ 147,175 $ 13,250 $ 3,415(1)
$ 1,329(3)
Thomas J. Sliman, 2002 $ 97,600 $ 7,500 $ 5,547(1)
First Vice President $ 1,329(3)
2001 $ 97,020 $ 16,250 $ 7,005(1)
$ 1,329(3)
2000 $ 96,170 $ 15,400 $ 6,342(1)
$ 1,329(3)
Robert M. Tucei, 2002 $ 96,573 $ 7,500 $ 5,487(1)
Vice President $ 1,329(3)
2001 $ 96,000 $ 16,200 $ 7,571(1)
$ 1,329(3)
2000 $ 94,850 $ 15,300 $ 6,613(1)
$ 1,329(3)
Lauri A. Wood, 2002 $ 94,616 $ 7,500 $ 5,618(1)
Chief Financial Officer and Controller $ 6,000(4)
2001 $ 92,820 $ 11,975 $ 8,564(1)
$ 6,000(4)
2000 $ 91,670 $ 11,500 $ 7,237(1)
$ 6,000(4)
(1) Includes contributions and allocations pursuant to Employee Stock Ownership
Plan
(2) Market value of stock received pursuant to Stock Incentive Plan
(3) Value of personal use of Company vehicle
(4) Automobile allowance
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Bank determines the salaries and bonuses of
the executive officers.
In establishing the salary of the Chief Executive Officer for 2002, the
Committee primarily considered Mr. Swetman's performance and the performance of
the Company during 2001 and the compensation levels of chief executive officers
of comparable financial institutions. In considering the performance of the
Company, the Committee considered the Company's return on average assets and
asset growth, but utilized no objective criteria. The Committee utilized asset
size peer group compensation data as provided by the Mississippi Bankers
Association (MBA) and the Bank Administration Institute (BAI).
For 2002, Mr. Swetman was eligible to receive a bonus of up to 30 percent of his
salary if the Company achieved specified return on average asset goals. In
establishing Mr. Swetman's bonus for 2002, the Committee also considered the
Company's return on average assets and asset growth during the year, branch
development, market penetration and other accomplishments; however, no objective
criteria were established.
For other executive officers, the Committee's recommendation concerning salaries
was based upon the compensation levels of executive officers of comparable
financial institutions, the performance of the Company during 2001 and the
individual performance of these officers. The performance of the Company for
purposes of establishing salaries was evaluated based on return on average
assets. Individual performance was measured using criteria such as level of job
responsibility, achievement of work goals and management skills. The Committee
also considered asset size peer group compensation data as provided by the MBA
and BAI for executive officers with similar duties and responsibilities.
The executive officers' bonuses for 2002 were based on the Company's performance
and the performance of these individuals. The Company's performance was measured
by the Company's return on average assets, and each executive officer was
eligible to receive a bonus of a specified percentage of the officer's salary if
the Company achieved prescribed return on asset goals. Individual performance
was measured using the criteria described above in establishing salaries.
Messrs. Swetman and Carpenter abstain from discussions and decisions regarding
their own compensation.
This report is presented by the Compensation Committee, consisting of the
following persons:
Drew Allen, Chairman Tyrone J. Gollott Dan Magruder Chevis C. Swetman
Andy Carpenter Rex E. Kelly Jeffrey H. O'Keefe
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 a broad equity market index of companies,
the NASDAQ Market Index, and a peer group consisting of the Media General
Financial Services Industry Group 413- Regional Southeast Banks. The performance
of the Company's stock is calculated using the same formula used by Media
General in its computation. The market price utilized in this computation is an
aggregate of the trading prices known by the transfer agent for each reporting
period.
7
This presentation assumes that $100 was invested in shares of the relevant
issuers on January 1, 1997, 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.
Five Year Cumulative Return
1997 1998 1999 2000 2001 2002
Peoples Financial Corporation 100.00 172.94 193.06 110.52 96.87 99.08
Broad Market 100.00 141.04 248.76 156.35 124.64 89.94
Peer Group 100.00 95.24 79.21 80.87 101.70 108.85
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DIRECTORS' COMPENSATION
During 2002, 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. All non-employee Directors received an annual retainer of $2,000.
Non-employee Directors additionally receive $200 per board meeting attended and
$100 - $150 per committee meeting attended. Directors may defer all or a portion
of their Directors' fees pursuant to the Directors Deferred Income Plan which
provides specified retirement and death benefits.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
During 2002, 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 2002. 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,
2002.
Lyle M. Page is a partner with Page, Mannino, Peresich & McDermott, which
provides legal counsel to the Company.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 2002, the Company did not have standing compensation or nominating
committees. During 2002, the Bank had standing audit and compensation committees
which met on a regularly scheduled basis.
There were seven meetings of the Board of Directors of the Company held during
2002. Of those directors serving during 2002, only William A. Barq attended
fewer than 75 percent of the Board meetings due to illness.
VIII. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors, executive officers of the Company and holders of more than 10 percent
of the Company's outstanding shares are required to file reports under Section
16 of the Securities Exchange Act of 1934. Federal regulations require
disclosure of any failures to file these reports on a timely basis. The Company
believes that during 2002 its officers, directors and greater than 10 percent
beneficial owners complied with all filing requirements.
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IX. 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, 2002:
Name (Age) Position
-------------------------- ------------------------------------------------------------------
Thomas J. Sliman (66) First Vice President, Peoples Financial Corporation, since
2000; Second Vice President, Peoples Financial
Corporation 1985 - 1999; Senior Vice President, The
Peoples Bank since 1988
Jeannette E. Romero (57) Second Vice President, Peoples Financial Corporation
since 2000; First Vice President, Peoples Financial
Corporation 1994 - 1999; Senior Vice President, The
Peoples Bank since 1990
Robert M. Tucei (56) Vice President, Peoples Financial Corporation since
1995; Senior Vice President, The Peoples Bank since 1988
A. Wes Fulmer (43) Vice President and Secretary, Peoples Financial
Corporation since 1997; Senior Vice President, The
Peoples Bank since 1997
M. O. Lawrence, III (57) Vice President, Peoples Financial Corporation since
1998; Senior Vice President, The Peoples Bank since 1998
Lauri A. Wood (41) Chief Financial Officer and Controller, Peoples Financial
Corporation since 1994; Senior Vice President/Cashier,
The Peoples Bank since 1996
X. 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, 2003. Piltz, Williams, LaRosa & Co. has been auditors for the
Company since it commenced business in 1984 and has 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.
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XI. AUDIT COMMITTEE REPORT
The Board of Directors has established an Audit Committee, whose
responsibilities are set forth in the Audit Charter. All members of the Audit
Committee are deemed to be independent, as such term is defined by NASDAQ. The
Audit Committee oversees the operation of the Company's Audit Department. The
Audit Committee also periodically meets with the independent public accountants
for the Company and its subsidiaries, and makes recommendations to the Board of
Directors concerning any matters related to the independent public accountants.
The Audit Committee met seven times during 2002.
The Audit Committee has reviewed and discussed the audited financial statements
with management. The Audit Committee has also discussed with the independent
auditors the matters required to be discussed by SAS 61, as amended by SAS 90.
The Audit Committee has discussed with the independent auditors the auditors'
independence, and has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board, Standard No. 1.
The Audit Committee has considered whether the independent auditors' provision
of non-audit services is compatible with maintaining the auditors' independence.
The Audit Committee has discussed with management and the independent auditors
the process used for certifications by the Company's Chief Executive Officer and
Chief Financial Officer which are required by the Securities and Exchange
Commission and the Sarbanes-Oxley Act of 2002 for certain periodic filings by
the Company with the Securities and Exchange Commission. The Audit Committee
anticipates that it will in 2003 recommend to the Board of Directors a new
charter for the Audit Committee, which will meet the new requirements of the
Sarbanes-Oxley Act of 2002, and new rules expected to be promulgated by the
Securities and Exchange Commission.
Based upon the reviews and discussions with management and the independent
auditors as referenced above, the Audit Committee has recommended to the Board
of Directors that the financial statements be included in the Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 for filing with the
Securities and Exchange Commission.
This report is presented by the Audit Committee, consisting of the following
persons:
Drew Allen, Chairman Rex E. Kelly Dan Magruder
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XI. INDEPENDENT ACCOUNTANTS' FEES
The following table sets forth the aggregate fees billed by the independent
accountants for the Company's most recent fiscal year for professional services
rendered for: (i) the audit of the Company's annual financial statements
including work related to quarterly reviews, (ii) financial information systems
design and implementation services provided to the Company and (iii) all other
services provided to the Company, which were limited to the preparation of the
Company's consolidated tax return and an agreed upon procedures engagement of
the Company's Asset Management and Trust Services Department.
Financial Information
Systems Design and
Audit Fees Implementation Fees All Other Fees
------------------ --------------------- --------------
$ 88,000 $ -0- $ 17,000
XII. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a Proxy Statement and form
of Proxy prepared by the Board of Directors, it must meet the requirements of
Rule 14a-8 of the Securities Exchange Act of 1934 and be received at the
principal executive offices of the Company not less than 120 days in advance of
the date the previous year's Proxy Statement and form of Proxy were mailed to
shareholders. Thus, a shareholder proposal must be received before November 27,
2003 in order to be included in the Proxy Statement and form of Proxy for the
2004 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Chevis C. Swetman
Chevis C. Swetman
Chairman
12
PROXY
PEOPLES FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
April 23, 2003
The undersigned hereby appoint(s) Chevis C. Swetman, the true and lawful
attorney-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 Lobby of the Main Office
of The Peoples Bank, Biloxi, Mississippi, 39530, at 7:00 P.M., local time, on
April 23, 2003, 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 Rex E. Kelly Dan Magruder
Lyle M. Page Chevis C. Swetman
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 or other entity, please
sign in entity's name by authorized person.
---------------------------------
Signature
---------------------------------
Signature
Date
----------------------------
Number of Shares
----------------