____________________________________________________________________________
SCHEDULE 14A - INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[ X ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED
[ ] Definitive Additional Materials BY RULE 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
______________________Peoples Bancorp, Inc.___________________________
(Name of Registrant as Specified In Its charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________
(3) Filing Party:
_____________________________________________________________________
(4) Date filed:
_____________________________________________________________________
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PEOPLES BANCORP, INC.
100 Spring Avenue
P. O. Box 210
Chestertown, Maryland 21620-0210
_____________________________________________________________________________
PROXY STATEMENT
1999 ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
_____________________________________________________________________________
Peoples Bancorp, Inc. (Company) is sending this Proxy Statement to you for the
solicitation of proxies by the Board of Directors of the Company to be voted at
the Annual Meeting. This Proxy Statement and the enclosed form of proxy are
being mailed to shareholders on or about April 21, 1999.
ABOUT THE MEETING
WHEN AND WHERE IS THE ANNUAL MEETING?
The Annual Meeting will be held at 12:30 p.m., local time on Wednesday,
May 12, 1999 at Christ United Methodist Church, Parish Hall, 401 High Street,
Chestertown, Maryland.
WHAT MATTERS WILL BE VOTED ON AT THE ANNUAL MEETING?
At the Annual Meeting you are asked to:
* Elect 14 persons to serve on the Board of Directors of the Company until the
next Annual Meeting of shareholders
* Ratify the selection of Rowles & Company as the independent auditor and
accountant for the Company, and
* Consider whatever other business may be properly brought before the Annual
Meeting.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the record date, March 24, 1999, are entitled
to receive notice of the Annual Meeting and to vote at the Annual Meeting.
On March 24, 1999, there were 858,208 shares of the Company's common stock
outstanding. Each share of the Company's common stock is entitled to one
vote on each matter considered at the meeting, including one vote for each
director to be elected. Shareholders are not entitled to cumulate their
votes in the election of directors.
WHAT CONSTITUTES A QUORUM?
Presence at the Annual Meeting, in person or by proxy, of a majority of the
outstanding shares eligible to vote at the Annual Meeting is required for a
quorum to exist. Under applicable Maryland corporate law and the Articles of
Incorporation and By-Laws of the Company, proxies received by the Company
specifying an abstention as to any proposal will cause the shares so represented
to be counted toward a quorum, but are not counted as favorable votes and,
therefore, have the same effect as a vote against the proposal. To the extent
holders or brokers having the right to vote shares do not attend the meeting
or return a proxy, such shares will not count toward a quorum and, if a
quorum is otherwise achieved, will have no effect on the vote of the
proposals considered at the meeting.
WHAT VOTE IS REQUIRED TO ELECT THE DIRECTORS?
The 14 nominees for election as directors who receive the greatest number of
votes will be elected directors. Votes may be cast in favor of some or all of
the nominees for election to the Board of Directors or withheld as to some or
all of the nominees. Votes withheld from a nominee will have the same effect as
a vote against the nominee.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy form and return it
to the Company, it will be voted as you direct. If you properly sign and return
the proxy but give no directions as to how it is to be voted, the shares
represented by your proxy will be voted FOR the nominees for directors listed in
the Proxy Statement and FOR the ratification of the appointment of Rowles &
Company as the independent auditors and accountants for the Company. If any
other matters are properly presented at the Annual Meeting for consideration,
the persons named in the proxy, Robert A. Moore and Alexander P. Rasin, III,
will have discretion to vote on those matters according to their best
judgment. "Street name" shareholders who wish to vote at the annual meeting
will need to obtain a proxy form from the institution that holds their
shares. Shareholder votes are tabulated by the Company's Registrar and
Transfer Agent.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY?
Yes. Even after you have submitted your proxy, your proxy may be withdrawn
at any time before it is voted by:
* delivering written notice of such withdrawal to Robert A. Moore, the Company's
Secretary, at 100 Spring Avenue, P.O. Box 210, Chestertown, Maryland
21620-0210 on or before the taking of the vote at the Annual Meeting,
* completing a later dated proxy,
* or attending the Annual Meeting and voting in person.
WHO PAYS THE COST OF SOLICITING PROXIES?
The enclosed proxy is solicited by the Board of Directors of the Company. The
Company will bear the cost of soliciting proxies for the Annual Meeting. In
addition to soliciting proxies by mail, the directors, officers and employees of
the Company may solicit proxies personally or by telephone or fax. None of
those individuals who solicit proxies will receive any compensation for their
solicitation other than their regular compensation for the positions they hold.
The Company does not intend to pay any compensation to any other persons for
the solicitation of proxies. The Company will, however, reimburse brokerage
houses and their custodians, nominees and fiduciaries for reasonable expenses
to mail proxy materials for beneficial owners. Such expenses are estimated
not to exceed $5,000.
STOCK OWNERSHIP
WHO ARE THE LARGEST OWNERS OF THE COMPANY'S STOCK?
As of March 24, 1999, the only persons believed by management to be the
beneficial owners of more than 5% of the Company's outstanding common stock are
set forth in the table below. The information is based on the most recent
Schedule 13G prepared by such person and is to be filed with the Securities and
Exchange Commission.
PERCENTAGE OF
AMOUNT AND NATURE COMMON
OF BENEFICIAL STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------------------------ --------------------- --------------
Nylon Capital Shopping Center, Inc. 89,100(a) 10.38%
P. O. Box 237
Chestertown, MD 21620-0237
- -------------------------
(a) A Schedule 13G dated March 24, 1999 states that Elmer E. Horsey, President
of Nylon Capital Shopping Center, Inc., and a director of the Company, has
shared voting and dispositive power with Nylon Capital over all 89,100
shares. Mr. Horsey has no ownership interest in Nylon Capital Shopping
Center, Inc.
HOW MUCH STOCK DO THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY OWN?
As of March 24, 1999, the Board of Directors and executive officers of the
Company beneficially owned 199,676 shares (23.27%), directly and indirectly, of
the issued and outstanding common stock of the Company.
The following table sets forth, as of December 31, 1998, certain information
concerning shares of the Common Stock of the Company beneficially owned by
* the chief executive officer of
* all directors and nominees for directors of the Company
* all directors and executive officers of the Company as a group.
For purposes of this table, and according to Rule 13d-3 under the Securities
Exchange Act of 1934, a person is the beneficial owner of any shares if he or
she has voting and/or investment power over those shares. The table includes
shares owned by spouses, immediately family members in trust, shares held in
retirement accounts or funds for the benefit of the named individuals, and
other forms of ownership, over which shares the persons named in the table
possess voting and/or investment power.
AMOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (1)
- ------------------------------------ -------------------- ----------
DIRECTORS:
Robert W. Clark, Jr................ 5,906(2) *
LaMonte E. Cooke................... 20 *
Gary B. Fellows.................... 20 *
Herman E. Hill, Jr................. 4,570(3) *
Elmer E. Horsey.................... 90,684(4) 10.57%
Arthur E. Kendall.................. 2,031 *
P. Patrick McClary................. 5,226 *
Robert A. Moore.................... 6,315(5) *
E. Roy Owens....................... 4,130(6) *
Alexander P. Rasin, III............ 30,922(7) 3.60%
Stefan R. Skipp.................... 31,800(8) 3.71%
Thomas G. Stevenson................ 11,085(9) 1.29%
Elizabeth A. Strong................ 30 *
William G. Wheatley................ 6,937(10) *
All Directors and Executive Officers (11)
of the company as a group (15 persons).. 199,676 2
- -------------------------------
* Less than 1% of Company's outstanding stock.
(1) Unless otherwise indicated, the named person has sole voting and investment
power with respect to all shares.
(2) Includes 2,664 shares owned by Mr. Clark's minor children and 401 shares
owned by Mr. Clark's wife.
(3) Includes 4,089 shares owned jointly by Mr. Hill and his wife and 165 shares
owned by Mr. Hill's wife.
(4) Includes 89,100 shares owned by Nylon Capital Shopping Center, Inc. for
which Mr. Horsey serves as President, but does not own any beneficial
interest, and 864 shares owned by Mr. Horsey's wife.
(5) Includes 5,310 shares owned jointly by Mr. Moore and his wife.
(6) Includes 1,365 shares owned jointly by Mr. Owens and his wife and 185 shares
owned independently by Mr. Owens's wife.
(7) Includes 23,460 shares owned by a family trust and 1,422 shares owned by Mr.
Rasin's wife.
(8) Includes 9,000 shares owned by a family estate/trust account and 1,800
shares owned by Mr. Skipp's minor children.
(9) Includes 8,100 shares owned by three family trusts, and 1,500 shares owned
by a family partnership.
(10) Includes 6,843 shares owned jointly by Mr. Wheatley and his wife and 9
shares owned by Mr. Wheatley's wife.
(11) All directors and executive officers may be contacted at the Company's
corporate offices by addressing correspondence to the appropriate person,
care of Peoples Bancorp Inc., 100 Spring Avenue, P. O. Box 210, Chestertown,
Maryland 21620-0210.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist of
not less than seven nor more than 14 individuals with the exact number of
directors to be fixed from time to time, within that range, by the Board of
Directors. The Board of Directors currently has fixed the number of directors
at 14. All 14 of the current nominees presently serve as directors and were
last elected at the Annual Meeting of the Company held on April 29, 1998.
Each Nominee has indicated he or she is able and willing to serve on the
Board of Directors. If any nominee becomes unable to serve, the shares
represented by properly completed proxies will be voted for the election of
substitute directors recommended by the Board of Directors. At this time, the
Board of Directors has no reason to believe that any nominee named herein will
be unable to serve.
Your Company's Board of Directors unanimously recommends a vote FOR the election
of each of the Nominees named below as directors of the Company.
The following material contains information concerning the nominees for
election:
ROBERT W. CLARK, JR. (1) Mr. Clark, age 49, has served as a director
of the Company and Peoples Bank of Kent County, Maryland, a Maryland state
chartered commercial bank (the only subsidiary of the Company), since January,
1998. He is a farmer and at the present time is Manager of Hopewell Farm,
Chestertown, Maryland and owner of Fair Promise Farm, Betterton, Maryland.
LAMONTE E. COOKE (2) Mr. Cooke, age 47, has served as a director
of the Company and the Bank since January, 1998. He is presently serving as
Administrative Director of Queen Anne's County Maryland Detention Center in
Centreville, Maryland.
GARY B. FELLOWS (1) Mr. Fellows, age 47, has served as a director
of the Company and the Bank since January, 1998. He is a partner in the Fellows
Helfenbein & Newnam Funeral Home PA and a partner in the Eastern Shore
Genesis Partnership.
HERMAN E. HILL, JR (3) Mr. Hill, age 53, has served as a director of
the Company since its inception in 1997 and the Bank since January, 1994. He is
President of Herman E. Hill & Son, Inc. He is a partner in Kent Hills, LLC.,
Massey, LLC., Bakers Lane, LLC. and Linden, LLC.
ELMER E. HORSEY (1)(2) Mr. Horsey, age 66, has served as a director
of the Company since its inception in 1997 and the Bank since September, 1983.
He is Chairman of the Personnel/Compensation Committee and a trustee of the
Employees' Retirement Plan. He is President of Nylon Capital Shopping Center,
Inc., director, secretary and treasurer of Delmarva Publications, Inc.,
director and secretary of Unity, Inc., a partner in the H & S Investment Trust
and a trustee in U/D/T Ld'AC, dated August 19, 1960
ARTHUR E. KENDALL (1)(2) Mr. Kendall, age 46, has served as a director
of the Company since its inception and the Bank since July, 1994. He is a
director and President of K-Foods, Inc. and a partner in Lady Luck Associates,
LLC.
P. PATRICK MCCLARY (2)(3) Mr. McClary, age 58, has served as a director
of the Company since its inception and the Bank since February, 1991. He is
Vice-Chairman of the Personnel/Compensation Committee and a trustee of the
Employees' Retirement Plan. He is a director and President of Gunther McClary
Real Estate, Inc., director and President of P. Patrick McClary Real Estate,
Inc. and director and Vice-President of Hall Creek, Inc.
ROBERT A. MOORE (1) Mr. Moore, age 65, has served as a director
of the Company since its inception and the Bank since February, 1975. He is
Chairman of the Executive Committee, Chairman of the Audit Committee and a
trustee of the Employees' Retirement Plan. He is Chairman of Dukes - Moore
Insurance Agency, Inc.
E. ROY OWENS (2)(3) Mr. Owens, age 67, has served as a director
of the Company since its inception and the Bank since March, 1972. He is
Chairman of the Board and President of the Company and the Bank, a permanent
member of the Executive Committee, a nonvoting member of the Audit Committee and
a trustee of the Employees' Retirement Plan.
ALEXANDER P. RASIN, III (3) Mr. Rasin, age 55, has served as a director
of the Company since its inception and the Bank since August, 1975. He is
Chairman of the Nominating Committee. He is a partner in the law firm of Rasin,
Wright and Wootton and serves the Bank as its legal counsel.
STEFAN R. SKIPP (3) Mr. Skipp, age 56, has served as a director
of the Company since its inception and the Bank since May, 1979. He is Vice-
Chairman of the Nominating Committee. He is currently serving as a District
Public Defender in the State of Maryland.
THOMAS G. STEVENSON Mr. Stevenson, age 51, has served as a
director of the Company since its inception and the Bank since August, 1990. He
is currently an Executive Vice-President and Chief Financial Officer of the Bank
and holds corresponding capacities in the Company. He is a permanent member of
the Executive Committee and a nonvoting member of the Audit Committee of the
Bank.
ELIZABETH A. STRONG (2) Mrs. Strong, age 49, has served as a director
of the Company since its Incepetion and the Bank since January, 1995. She is
currently a trustee of the Employees' Retirement Plan. She is the owner and
President of the Rock Hall Insurance Agency in Rock Hall, Maryland.
WILLIAM G. WHEATLEY Mr. Wheatley, age 46, has served as a
director of the Company since its inception and the Bank since January, 1996.
He is currently a Senior Vice-President and Loan Administrator of the Bank.
- ----------------------
(1)---Member of the Audit Committee
(2)---Member of the Personnel/Compensation Committee
(3)---Member of the Nominating Committee
OTHER EXECUTIVE OFFICERS
Certain information regarding other employees participating in major matters of
the Bank other than those previously mentioned is set forth below.
H. Lawrence Lyons Mr. Lyons, age 46, is a Senior Vice-President in
charge of operations of the Bank. He also supervises the activity in the Bank
conducted through Invest Financial Corporation.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
HOW OFTEN DID THE BOARD MEET DURING 1998?
The Board of Directors of the Company and the Board of Directors of the Bank
each met 24 times during the year ended December 31, 1998. Both Boards of
Directors met twice each month. The following directors are the only current
directors that attended fewer than 75% of the total number of meetings of both
Boards and committees to which the director was assigned during 1998: Director
Herman E. Hill, Jr. attended 58% of all such meetings.
HOW ARE DIRECTORS COMPENSATED?
Directors who are not employees of the Bank receive a maximum monthly fee of
$500 for Board meetings attended and a maximum fee of $155 for monthly
Executive Committee meetings attended. Each director has an opportunity to
serve on the Executive Committee quarterly on a rotating basis of two directors
each quarter. Other committee fees are paid on the basis of $100 per meeting
attended. Each Board Member is paid a $500 retainer fee each year in addition
to the aforementioned fees. The Secretary of the Board and committee chairmen
are paid slightly more than the other members. Directors do not receive
additional fees for their service as directors of the Company. Employee
directors are not compensated for attendance at Board or committee meetings.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
As of the date of this Proxy Statement, the Board of Directors of the Bank has
an Audit Committee, Compensation Committee, Nominating Committee and other
miscellaneous committees.
THE AUDIT COMMITTEE. The Audit Committee held 4 meetings during 1998. Its
current members are Messrs. Moore, Horsey, Clark, Fellows and Kendall. Mr.
Owens and Mr. Stevenson are also members of the committee, but they do not have
any voting power. The duties of the Audit Committee include reviewing the Audit
Program each quarter including any enhancements that have been adopted. It also
reviews the scope of the independent annual audit and internal audits. It also
reviews the independent accountants' letter to management concerning the
effectiveness of the Bank and the Company's internal financial and accounting
controls and management's response to that letter. In addition, the Committee
usually reviews and recommends to the Board the firm to be engaged as the Bank's
and Company's independent accountants. The committee may also examine and
consider other matters relating to the financial affairs of the Bank or the
Company as it determines appropriate.
THE PERSONNEL/COMPENSATION COMMITTEE. The Personnel/Compensation Committee
met 2 times in 1998. Its current members are Messrs. Horsey, McClary, Cooke,
Kendall, Owens and Strong. The purpose of the Personnel/Compensation
Committee is to review and approve major compensation and benefit policies of
the Bank. In addition, the Committee recommends to the Board the compensation
to be paid to all personnel of the Bank.
THE NOMINATING COMMITTEE. The Nominating Committee meets periodically when
necessary. Its current members are Messrs. Rasin, Skipp, Hill, McClary and
Owens.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or allocated for services
rendered to the Bank in all capacities during the years ended December 31, 1996,
1997 and 1998 to the chief executive officer. The compensation of other members
of executive management is not required to be provided because the base
compensation of each of such individuals does not exceed $100,000.
SUMMARY COMPENSATION TABLE
SALARY BONUS
Name and Principal Position YEAR ($) ($)
- --------------------------- ---- ------ -----
E. Roy Owens, Chairman and President and CEO 1998 122,000 18,915
E. Roy Owens, Chairman and President and CEO 1997 118,000 18,971
E. Roy Owens, Chairman and President and CEO 1996 112,500 14,786
The Company and the Bank has no employment agreements, termination of
employment, or change-in-control agreements or understandings with any of its
directors, executive officers or any other party. No one is paid any
compensation for services rendered for the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past year the Bank had banking transactions in the ordinary course of
its business with:
* its directors and nominees for directors
* its executive officers
* its 5% or greater shareholders
* members of the immediate family of its directors, nominees for directors or
executive officers and 5% shareholders
* the associates of such persons.
Such transactions have been on substantially the same terms, including interest
rates, collateral, and repayment terms on loans, as those prevailing at the same
time for comparable transactions with others. The extensions of credit by the
Bank to these persons have not and do not currently involve more than the normal
risk of collectibility or present other unfavorable features. At December 31,
1998, the balance of the loans outstanding to directors, executive officers,
owners of 5% or more of the outstanding Common Stock, and their associates,
including loans guaranteed by such persons, aggregated $2,664,886, which
represented approximately 16.37% of the Company's equity capital accounts.
Alexander P. Rasin, III, a director of both the Company and the Bank, is a
partner of the law firm of Rasin, Wright and Wootton, and performs legal
services for the Company and its subsidiary. Management believes that the terms
of these transactions were at least as favorable to the Company as could have
been obtained elsewhere.
Robert A. Moore, a director of both the Company and the Bank, is Chairman of
Dukes-Moore Insurance Agency, Inc., an insurance brokerage firm through which
the Company and the Bank place various insurance policies. The Company and the
Bank paid total premiums for insurance policies placed by Dukes-Moore Insurance
Agency, Inc. in 1998 of $88,077. Mr. Moore received a commission on the
premiums paid. The Bank and the Company also paid permiums on insurance
policies to companies other than Dukes-Moore Insurance Agency, Inc. but which
were indirectly placed by Mr. Moore's agency. It is believed that Mr. Moore
received a commission on the premiums paid for those policies as well. The
total premiums paid for the health, disability and group life insurance
policies totaled $267,334. Management believes that the terms of these
transactions were at least as favorable to the Company as could have been
obtained elsewhere.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and greater than 10% shareholders to file reports of their
ownership and any changes in ownership of the Company's securities with the
Securities and Exchange Commission. The directors, executive officers and
greater than 10% shareholders are required by regulation to provide the Company
with a copy of any Section 16(a) reports they file. Based on a review of copies
of the reports provided by such individuals to the Company, and the written
representations made to the Company by those persons, the Company believes that
all Section 16(a) filing requirements applicable to directors, executive
officers and greater than 10% shareholders were complied with during the year
ended December 31, 1998 except the following: the initial Form 3 reports for
each of the executive officers, directors and 10% shareholders were filed, but
not on a timely basis because of misunderstandings due to first time filings.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors proposes and recommends the election of Rowles
& Company as independent certified public accountants to make an examination of
the Company and the Bank for the year ending December 31, 1999.
Rowles & Company served as the Company's and the Bank's independent public
accountant and auditor for 1998. Representatives of Rowles & Company are
expected to be present at the Annual Meeting and will have the opportunity to
make a statement or statements if they desire. They will be available to
respond to appropriate questions reqarding the Company's consolidated financial
statements for 1998. Shareholders are not required to take action on this
retention, but the Board of Directors deems it appropriate to ask shareholders
to approve the Board's decision in this regard.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFYING THE SELECTION OF ROWLES
& COMPANY AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 1999.
SHAREHOLDERS PROPOSALS FOR THE 2000 ANNUAL MEETING
Proposals of shareholders to be presented at the 2000 Annual Meeting of the
Company must be received prior to December 23, 1999 (120 days before the date of
mailing based on the mailing date of this year's Proxy Statement) and meet all
other requirements in order to be included in the proxy statement for such
meeting. Additionally, the Company will be authorized to exercise discretionary
voting authority with respect to any stockholder proposal to be considered at
the 2000 Annual Meeting that is not disclosed in the Company's 2000 Proxy
Statement if the Company has not received written notice of such proposal by
March 7, 2000 (45 days before the date of the mailing based on the mailing date
of this year's Proxy Statement). In order to curtail controversy as to
compliance with this requirement, shareholders are urged to submit proposals to
the Secretary of the Company by Certified Mail-Return Receipt Requested.
FINANCIAL STATEMENTS
A copy of the Company's Annual Report containing audited financial statements
for the year ended December 31, 1998, accompanies this Proxy Statement. A copy
of Form 10-KSB, as filed with the Securities and Exchange Commission, may be
obtained without charge, upon written request to Marie Brennan, Executive
Secretary, Peoples Bancorp, Inc., 100 Spring Avenue, P. O. Box 210, Chestertown,
MD 21620--0210.
OTHER MATTERS
The management of the Company knows of no matters to be presented for action at
the meeting other than those mentioned above; however, if any other matters
properly come before the meeting, it is intended that the persons named in the
accompanying proxy will vote on such other matters in accordance with their
judgement of the best interest of the Company.
Chestertown, Maryland By Order of the Board of Directors
April 21, 1999
Robert A. Moore
Secretary
- ---------------------------------------------------------------------
APPENDIX TO SCHEDULE 14A
PROXY
PEOPLES BANCORP, INC.
CHESTERTOWN, MARYLAND
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1999
The undersigned hereby appoints Alexander P. Rasin, III and Robert A. Moore, or
either of them, as proxies, with full power of substitution to vote as Proxy for
the undersigned at the Annual Meeting of Shareholders of Peoples Bancorp, Inc.
to be held at Christ United Methodist Church Parish Hall, 401 High Street,
Chestertown, Maryland at 12:30 p.m. local time, on Wednesday, May 12, 1999, and
at any and all adjournments thereof, the number of shares which the undersigned
will be entitled to vote if then personally present for the following purposes:
1. To elect (14) individuals to serve as Directors until the 2000 Annual
Meeting. The nominees are: Robert W. Clark, Jr., LaMonte E. Cooke, Gary B.
Fellows, Herman E. Hill, Jr., Elmer E. Horsey, Arthur E. Kendall, P. Patrick
McClary, Robert A. Moore, E. Roy Owens, Alexander P. Rasin, III, Stefan R.
Skipp, Thomas G. Stevenson, Elizabeth A. Strong, William G. Wheatley.
FOR ( ) All nominees listed above (except as indicated below).
( ) Withhold authority to vote for nominees. To withhold
authority to vote for any individual nominee, strike a line
through the nominee's name as set forth above.
2. To ratify the selection of Rowles and Company as the independent certified
public accountants for the year 1999.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. Authority to transact such other business as may properly come before the
meeting or any adjournment thereof.
PLEASE SIGN AND RETURN PROMPTLY
THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY, IF SIGNED AND RETURNED, WILL BE VOTED IN FAVOR OF EACH OF THE
PROPOSALS, UNLESS A CONTRARY DIRECTION IS INDICATED, IN WHICH CASE IT WILL BE
VOTED AS DIRECTED.
NOTE: Please date proxy and sign exactly as name appears hereon. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If signer is a corporation, please sign full corporate name by
authorized officer. If signers are husband and wife, each person must sign.
___________________________________
Signature Date
___________________________________
Signature Date
