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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2000.
REGISTRATION NO. _______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
REGISTRATION STATEMENT ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
_________________________
PEOPLES BANCORP OF NORTH CAROLINA, INC.
(Exact name of registrant as specified in its charter)
_________________________
NORTH CAROLINA 56-2132396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_________________________
<TABLE>
<CAPTION>
<S> <C>
Peoples Bancorp of North Carolina, Inc. Tony W. Wolfe
218 South Main Avenue Peoples Bancorp of North Carolina, Inc.
Newton, North Carolina 28658 218 South Main Avenue
Telephone: (828) 464-5620 Newton, North Carolina 28658
(Address, including zip code, and telephone Telephone: (828) 464-5620
number, including area code, of registrant's (Address, including zip code, and telephone
principal executive offices) number, including area code, of agent for
service)
</TABLE>
_________________________
COPIES TO:
Randall A. Underwood
Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
P.O. Box 26000 (27420)
2000 Renaissance Plaza
230 North Elm Street
Greensboro, NC 27401
(336) 373-8850
_________________________
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class Amount to be Proposed Maximum Proposed Maximum
of Securities to be Registered (1) Offering Price Aggregate Offering Amount of
Registered Per Share (2) Price (2) Registration Fee
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 200,000 Shares $12.91 $2,582,000 $717.80
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as
amended, the number of securities covered by this registration statement
shall be adjusted to cover any additional securities resulting from a stock
split, stock dividend or similar capital adjustment of the registered
securities during the effective period of this registration statement.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based upon the average of the high and low prices of such
common stock on July 27, 2000.
<PAGE>
PROSPECTUS
PEOPLES BANCORP OF NORTH CAROLINA, INC.
Dividend Reinvestment and Stock Purchase Plan
Common Stock (no par value)
This prospectus describes the Dividend Reinvestment and Stock Purchase Plan
of Peoples Bancorp of North Carolina, Inc. Peoples is offering this Plan to you
as a convenient and cost-efficient way for you to increase your ownership of
Peoples stock.
Peoples has appointed its transfer agent, Registrar and Transfer Company,
as processing agent and Plan Administrator. Securities held in custody by
Registrar and Transfer are not subject to protection under the Securities
Investor Protection Act. Participation in the Plan is completely voluntary; you
may join and withdraw from the Plan or modify your participation whenever you
wish.
Under the Plan, Peoples will pay all brokerage fees and commissions and
fees of the Plan Administrator connected with a participating shareholder's
purchase of Peoples stock with cash dividends. Peoples will also pay brokerage
commissions incurred in the purchase of Peoples stock through optional cash
investments. All other transaction fees and commissions for purchases or sales
of Peoples stock will be paid by the shareholder as detailed in this prospectus.
This prospectus sets forth, in question and answer form, a description of
the Plan. After you have read this prospectus, if you still have any questions
about how the Plan operates, please call Registrar and Transfer toll free at 1-
800-368-5948 or call Krissy Price in our office at (828) 464-5620.
This prospectus relates to 200,000 shares of Peoples Common Stock, no par
value, registered for sale under the Plan. This prospectus also covers an
indeterminate number of shares of Peoples Common Stock which may become issuable
as a result of stock splits, stock dividends or similar transactions.
Participants should retain this prospectus for future reference.
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The shares of Peoples Common Stock are not savings accounts, deposits or other
obligations of a bank or savings association and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
______________________________________________
The date of this prospectus is August 9, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Peoples is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and files reports, proxy statements and other
information with the Securities and Exchange Commission. The reports, proxy
statements and other information filed by Peoples can be inspected and be
copied, at the prescribed rates, at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661. In addition, the Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants, such as Peoples, that file electronically
with the Commission. The address of such site is http://www.sec.gov. Peoples
Common Stock is listed for quotation on the Nasdaq Stock Market under the symbol
"PEBK". As a result, reports and other information concerning Peoples may be
inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W. Washington, D.C. 20006.
This prospectus is a part of a registration statement on Form S-3 filed by
Peoples with the Commission under the Securities Act of 1933, as amended. In
accordance with the rules and regulations of the Commission, this prospectus
omits certain of the information contained in the registration statement and its
exhibits and schedules. You may obtain information concerning Peoples and its
Common Stock offered, by reviewing the registration statement and its exhibits
and schedules at the locations described above.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows Peoples to "incorporate by reference" information
into this prospectus. This means that Peoples can disclose important
information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be part
of this document, except for any information superseded by information contained
directly in this document. This document incorporates by reference the other
documents which are listed below that Peoples has previously filed with the
Commission. These documents contain important information about Peoples'
financial condition.
The following documents which have been filed by Peoples with the
Commission are incorporated by reference in this prospectus.
(a) Peoples' Annual Report on Form 10-K for the fiscal year ended December
31, 1999.
(b) Peoples' Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
(c) Peoples' Current Report on Form 8-K filed August 3, 2000.
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(d) The description of Peoples' Common Stock contained in its Registration
Statement on Form 8-A filed August 31, 1999 (Commission File Number 000-27205),
including all amendments or reports filed by Peoples to update that description.
Peoples also incorporates by reference all documents it files pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this prospectus and prior to the termination of the
offering of the Common Stock offered by this prospectus. Any statement or
information contained in a document incorporated or deemed to be incorporated by
reference shall be deemed modified or superseded for the purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes any such statement.
Peoples will provide without charge to you, a copy of any or all of the
documents incorporated into this prospectus by reference (other than exhibits
and schedules to such documents, unless such exhibits are specifically
incorporated by reference into the documents incorporated herein). Requests
should be directed to: Chief Financial Officer, Peoples Bancorp of North
Carolina, Inc., 218 South Main Avenue, Newton, North Carolina 28658, (828) 464-
5620.
PEOPLES BANCORP
Peoples Bancorp of North Carolina, Inc., which is referred to in this
prospectus as "Peoples," was formed in 1999 to serve as the holding company for
Peoples Bank. Peoples is a bank holding company registered with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended. Peoples' sole activity consists of owning Peoples Bank.
Peoples' principal source of income is any dividends which are declared and paid
by Peoples Bank on its capital stock.
Peoples Bank, founded in 1912, is a state-chartered commercial bank serving
the citizens and business interests of the Catawba Valley region of North
Carolina and surrounding communities. Peoples Bank conducts its business from
its corporate headquarters located at 218 South Main Avenue, Newton, North
Carolina and ten additional offices in Newton, Denver, Triangle, Catawba,
Conover, Maiden, Claremont, Hiddenite and Hickory, North Carolina.
Peoples Bank is engaged primarily in the business of attracting retail and
commercial deposits from the general public and using those deposits to make
secured and unsecured loans. Peoples Bank offers a wide range of loan and
deposit products as well as non-deposit investment products.
Peoples Bank's primary source of revenue is interest income from its
lending activities. The Bank's other major sources of revenue are interest and
dividend income from investments, interest-
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earning deposits in other depository institutions, and transaction and fee
income from lending, deposit and subsidiary activities. The major expenses of
the Bank are interest on deposits and general and administrative expenses such
as employee compensation and benefits, and occupancy expenses.
At December 31, 1999, Peoples had total assets of $432.4 million, net
loans of $335.3 million, deposits of $376.6 million, investment securities of
$63.8 million, and shareholders' equity of $38.0 million.
Peoples' principal executive offices are located at 218 South Main Avenue,
Newton, North Carolina 28658, and its telephone number is (828) 464-5620.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Peoples' Dividend Reinvestment and Stock Purchase Plan was adopted on June
27, 2000. Peoples filed a copy of the Plan with the Commission in a Current
Report on Form 8-K on August 3, 2000. The Plan will be in effect until amended,
altered or terminated. Peoples has reserved 200,000 shares of its Common Stock
for issuance and sale under the Plan pursuant to this prospectus. The Plan is
described below in a series of questions and answers.
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders with a simple and
convenient method of investing cash dividends and optional cash payments in
shares of Peoples Common Stock directly through Registrar and Transfer without
opening a brokerage account and incurring the higher fees and expenses typically
connected with those accounts.
2. What are the advantages of the Plan?
If you become a participant in the Plan, you may:
. Have cash dividends on shares of Peoples Common Stock automatically
reinvested in Peoples Common Stock without payment of any brokerage
commission or service charge.
. Purchase additional shares of Peoples Common Stock by making optional
cash payments to the Plan or through automatic bank account
withdrawals. Peoples' employees may make optional cash payments
through payroll deductions. The minimum cash purchase is $25; the
maximum amount of cash purchases during a calendar quarter is $2,500.
A transaction fee of $1.50 is charged for each cash investment by
check or money order. If the investment is made by automatic
withdrawal from a bank account, the fee is 75c for each withdrawal.
Any brokerage commission on such purchases are paid by Peoples.
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. Send all certificated shares of Peoples Common Stock you hold to
Registrar and Transfer to be held for safekeeping in book entry form.
. Sell any number of shares from your Plan account by writing Registrar
and Transfer. You will be charged a $10 fee for each sale plus a pro-
rata portion of any brokerage commission incurred in the sale.
. Make gifts of Peoples Common Stock and enroll the recipient into
dividend reinvestment.
. Receive periodic statements showing your holdings and transactions
under the Plan.
. Enjoy full investment of funds because fractions of shares, as well as
whole shares, will be credited to your account. Fractional shares will
be calculated to four decimal places.
3. Who administers the Plan for participants?
The Plan Administrator is Registrar and Transfer who administers the Plan
for participants, keeps records, sends statements of account to participants,
places buy and sell orders at the request of participants and performs other
duties relating to the Plan. Registrar and Transfer will hold for safekeeping
(in book entry form) the shares of stock purchased for each participant under
the Plan unless and until such participant requests that certificates for such
shares be issued, as more fully explained in Question 20.
All inquiries and communications regarding the Plan should include your
account number and should be directed to the Plan Administrator at:
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016
Attention: Dividend Reinvestment Department
Telephone: 1-800-368-5948
4. Who is eligible to enroll in the Plan?
Any shareholder with common stock registered in his or her name on the
records of Registrar and Transfer, may enroll in the Plan. If a shareholder has
common stock registered in the name of someone else (for example, with a bank,
broker or trustee) and wants to participate in the Plan, the shareholder should
request his or her bank, broker or trustee to have some or all of the Common
Stock registered in the shareholder's own name.
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Shareholders who are citizens or residents of a country other than the
United States, its territories and possessions should make certain that their
participation does not violate local laws governing taxes, currency and exchange
controls, stock registration, foreign investments and related matters. Peoples
and the Plan Administrator reserve the right to terminate the participation of
any shareholder if they determine participation to be in violation of law.
5. How does an eligible shareholder participate?
To enroll in the Plan, an eligible shareholder must sign an Authorization
Form and mail it to Registrar and Transfer. If the Common Shares are registered
in more than one name (such as joint tenants, trustees, etc.), all registered
holders must sign. An Authorization Form is enclosed with this prospectus. You
may also obtain an Authorization Form at any time by contacting the Plan
Administrator at the following address:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 070156
Attention: Dividend Reinvestment Plan
Additional copies of this prospectus and the Authorization Form are also
available at Peoples' corporate offices at 218 South Main Avenue, Newton, North
Carolina 28658.
6. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an Authorization
Form specifying reinvestment of cash dividends is received by Registrar and
Transfer at least five business days before the record date established for
payment of a given cash dividend, reinvestment will commence with the cash
dividend.
If an Authorization Form specifying reinvestment of cash dividends is
received by Registrar and Transfer less than five business days before the
record date established for payment of a particular cash dividend, reinvestment
will commence with the next following cash dividend. See Questions 10 through
15 for information concerning the investment of optional cash payments into the
Plan.
7. What options are available to the participant?
Reinvestment of Dividends
-------------------------
By marking the appropriate space on the Authorization Form, an eligible
shareholder may choose to automatically reinvest cash dividends paid on shares
of Peoples Common Stock of which the
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participant is the owner of record. Participants may elect to invest 25%, 50%,
75% or 100% of the dividends on their shares. Peoples will pay any brokerage
commissions and fees assessed in connection with the reinvestment. If you elect
to have less than all of your dividends reinvested, you will receive a check for
the dividends which are not reinvested.
Cash Purchases
--------------
Participants may elect to make optional cash investments into the Plan to be
used for purchases of Peoples Common Stock. The minimum investment for cash
purchase is $25; the maximum investment amount used to make cash purchases
during any calendar quarter is $2,500. Optional cash investments may be made by
check or money order or by automatic withdrawals from a bank account. There are
small fees for these investments, as described in Question 12 below. Peoples
will pay any brokerage commissions assessed in connection with such purchases.
Peoples employees may make optional cash investments through payroll deductions.
Deposit of Shares and Shares Held by Plan Administrator for Participants
------------------------------------------------------------------------
All shares of Peoples Common Stock purchased through the Plan, whether with
reinvested dividends or optional cash payments, will be held by the Plan
Administrator for participants in the Plan. All dividends on these shares will
be reinvested automatically.
The Plan allows participants to deposit shares of Peoples Common Stock
registered in their name with the Plan Administrator to be administered under
the Plan. There is a fee of $5.00 charged for each deposit of certificate(s).
More than one certificate can be deposited at one time for the same $5.00. The
Participant must send a check for $5.00 with the certificate(s) to be deposited.
Sale of Shares Held in the Plan
-------------------------------
Participants can sell some or all of the shares held by the Plan Administrator
for their benefit. There is a $10 fee charged for each sale. Brokerage
commissions, if any, will be paid by the participant. If all of the shares held
in the Plan for a participant are sold, then Plan participation will be
terminated.
8. When do your investments begin through the Plan?
If an Authorization Form specifying reinvestment of cash dividends is
received by the Plan Administrator at least five business days before the record
date of a cash dividend payment, reinvestment will commence with the following
dividend payment. If the Authorization Form is received after that date, the
reinvestment of cash dividends through the Plan will begin with the cash
dividend payment following the next succeeding record date.
Optional cash payments will be invested as specified in Question 10.
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9. May you change your method of participation after enrollment?
You may change or terminate your Plan participation at any time by sending
a notification to the Plan Administrator. If you elect to participate through
the reinvestment of cash dividends on shares registered in your name and later
decide to participate through the optional cash payment feature, no new
Authorization Form is needed.
10. When and how can optional cash payments be made?
Optional cash payments will be invested once monthly. Optional cash
payments must be at least $25. No more than $2,500 may be invested in any
calendar quarter.
Cash investments may be made by check or money order sent to and payable to
the Plan Administrator, in which event a $1.50 transaction fee will be payable
for each check or money order. Cash investments may also be made by automatic
bank account withdrawals, in which event a 75c transaction fee will be payable
for each withdrawal and will be deducted from the amount invested. There will be
a $15.00 charge for checks returned due to insufficient funds. Peoples'
employees may make optional cash investments by way of payroll deductions.
The cash investments, less the transaction fee, will be applied to the
purchase of shares for the account of the participant on the investment date,
which is described in Question 14 below. Cash received for investment may be
commingled by the Plan Administrator with dividends and other participants' cash
for the purposes of making purchases of stock. Participants cannot specify the
price or timing or make any other limitations on the purchase of shares.
Optional cash payments received less than two business days before the
investment date (see Question 14 below) will be invested on the next following
investment date. It is currently anticipated that automatic withdrawals to make
cash purchases will be made on the 10/th/ day of the month, or if that day is
not a business day, on the next business day.
No interest will be paid on optional cash payments pending investment. You
may obtain the return of any optional cash payment by written request received
by the Plan Administrator not less than two business days before it is to be
invested. The investment date is described in Question 14.
An initial optional cash payment may be made when you join the Plan. A
check or money order should be made payable to Registrar and Transfer and
returned along with the Authorization Form. Thereafter, optional cash payments
may be made through the use of cash payment forms sent to you as part of your
account statement.
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11. What are the limitations on making optional cash payments?
Optional cash payments may be made by personal check, official bank check,
money order or by automatic withdrawal from a bank account. Peoples' employees
may make optional cash investments by way of payroll deductions. Any optional
cash payment you wish to make must be at least $25. Optional cash payments may
not exceed $2,500 per quarter. Any number of optional cash payments may be
made, subject to the foregoing limitations. There is no obligation to make any
optional cash payment at any time and all cash payments need not be in the same
amount of money.
12. Are there any expenses to participants in connection with purchases through
the Plan?
Some services are currently provided to you under the Plan free of any
charge. For these services, any charges will be paid by Peoples. For other
services, the charges of the Plan Administrator will be passed on to you. In
some cases you must pay a proportionate share of brokerage commissions. Your
costs for services by the Plan are currently as follows:
. Dividend Reinvestment: All fees and brokerage commissions are absorbed
by Peoples.
. Optional Cash Investments: At present, there is a $1.50 fee per check
received. If cash investments are made through automatic bank account
withdrawals, the fee is 75c per withdrawal or deduction. Brokerage
commissions are absorbed by Peoples.
. Sale of Shares Held in the Plan: There is a $10.00 fee per sale, plus
brokerage commission.
. Withdrawal of Shares from the Plan: There is a $5.00 fee anytime
shares are removed from the Plan and distributed upon the request of a
participant.
. Deposit of Certificates for safekeeping: A fee of $5.00 per deposit
will be charged.
The fee structure is subject to change. If there are changes to the fee
structure, you will be notified in advance of implementation.
13. How many shares of Peoples Common Stock will be purchased for participants,
and what is the source of shares purchased through the Plan?
The number of shares purchased for your account, including a fractional
share computed to four decimal places, will be equal to the total amount
invested by you (the amount of cash dividends reinvested and any optional cash
payments less the applicable transaction fee), divided by the purchase price per
share.
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Shares purchased through the Plan will be purchased by the Plan
Administrator as agent for the participants in the open market through an
unaffiliated, registered broker-dealer or directly from Peoples, in which case
they will be issued by Peoples out of legally authorized but unissued shares of
Common Stock. The choice of whether shares will be purchased on the open market
or from Peoples will be determined by Peoples in its discretion, based upon its
best interests.
Peoples cannot exercise any direct or indirect control over the prices or
timing of purchases made by the Plan Administrator on the open market.
Participants cannot specify the price, source, timing or number of shares to be
purchased. Funds received from cash dividends and cash payments may be
commingled for purposes of purchasing shares for the Plan.
14. When will shares of Peoples Common Stock be purchased through the Plan?
Purchases under the Plan will be made monthly on each "investment date."
The investment date for purchases made as a result of dividend reinvestment will
be on the close of business on the dividend payment date or as soon as
practicable after that date.
In the past Peoples has paid dividends quarterly. During the months in
which Peoples pays dividends, the investment date for purchases made as a result
of cash contributions (including automatic withdrawals and payroll deductions)
will be on the dividend payment date or as soon as practicable after that date.
During months in which Peoples does not pay dividends, it is expected that the
investment date for purchases made as a result of cash contributions (including
automatic withdrawals and employee payroll deductions) will be the 20/th/ day of
the month or, if that day is not a business day, the next business day or as
soon as practicable after that date. The investment dates may be changed by
Peoples and the Plan Administrator in their discretion.
A participant will become the owner of shares purchased through the Plan on
the date the share purchases are settled (credited to the account of the Plan
Administrator at the registered broker dealer for the benefit of Plan
participants.) If, within 30 days after the investment date, the Plan
Administrator cannot buy the shares due to an inadequate supply of shares or
other reasons, then the Plan Administrator will send participants a check for
the amount of dividends due and any cash contributed.
15. At what price will shares of Common Stock be purchased through the Plan?
If the Plan Administrator purchases shares of Peoples Common Stock in the
open market, the price at which the Plan Administrator will be deemed to have
acquired shares for a participant's account under the Plan will be the weighted
average price of all shares purchased by the Plan Administrator on the open
market from each aggregate order placed by the Plan Administrator.
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The purchase price for newly issued shares of Peoples Common Stock
purchased by the Plan Administrator directly from Peoples will be equal to the
average of the high and low prices for Peoples Common Stock as quoted on the
Nasdaq National Market (or on any other market which becomes the major trading
market for the Common Stock) for the last 10 trading days preceding the purchase
date.
16. How may you sell your shares of Common Stock?
You can sell your shares of Peoples Common Stock held under the Plan in
either of two ways. First, you may request a certificate(s) for your full
shares and arrange for the sale of these shares through a broker-dealer of your
choice. The Plan Administrator will send you a check for any fractional shares
held in your account. The price for the fractional shares may be determined by
the Plan Administrator by either: a) selling shares on the open market through
an unaffiliated, registered broker-dealer; or, b) by using the average of the
high and low trading prices for the most recent previous trading day. This type
of transaction involves a withdrawal of shares from the Plan, and you will be
charged a $5.00 fee anytime shares are withdrawn from the Plan and distributed
to you.
Alternatively, you may request that the Plan Administrator sell some or all
of your shares held by the Plan. The Plan Administrator will sell shares for
you on the open market in ordinary brokerage transactions through registered
broker-dealers selected by the Plan Administrator in its sole discretion. If
you request that the Plan Administrator arrange for the sale of your shares, you
will be charged a fee of $10 and the brokerage commissions charged by the
broker-dealer selected by the Plan Administrator. These amounts will be
deducted from the cash proceeds paid to you. The amount of the commission will
vary depending on the broker-dealer selected and other factors. Shares being
sold for you may be aggregated with those of other Plan participants who have
requested sales. In that case, you will receive proceeds based on the weighted
average sale price of all shares sold in each aggregate order placed by the Plan
Administrator, less your pro rata share of brokerage commissions and other costs
of sale. Participants cannot set any price limits or other restrictions on the
sales.
The sale of shares must be requested in writing by delivery of the request
to the Plan Administrator at the address provided in Question 5. Facsimile
requests transmitted via telefax may be accepted at the discretion of the Plan
Administrator. The request must indicate the number of shares to be sold. All
participants listed on the account must sign the request. In order for sale
orders to be considered as having been received, the orders must have been
received before 12 noon Eastern Time.
If all shares held for you in the Plan are sold, your Plan participation
will be terminated.
17. When will shares of Peoples Common Stock be sold?
The Plan Administrator will use its best efforts to sell your shares on the
open market within seven business days after receipt of written instructions
from you to sell shares, or as soon as
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practicable thereafter. There can be no assurances with respect to the ability
of the Plan Administrator to sell your shares for any specified price, at any
specified time or on any specified terms. Peoples and the Plan Administrator
have no obligation under the Plan, and assume no responsibility, to purchase
full shares credited to your Plan account if such shares cannot be sold by the
Plan Administrator.
18. Will participants be credited with dividends on shares held in their Plan
accounts?
The Plan Administrator will receive the cash dividends (less the amount of
tax withheld, if any) for all Plan shares held on the dividend record date and
credit them to participant accounts. One hundred percent of the dividends
received on shares held in the Plan and credited to your account will be
reinvested, even if you have elected dividend reinvestment for only a portion
(either 25%, 50% or 75%) of the dividends paid on shares for which you hold the
certificates.
19. What reports will be sent to participants in the Plan?
You will receive a statement after each investment showing account
information, including amounts invested, purchase and/or sale prices, and shares
purchased and/or sold. This statement will provide a cost record of purchases
under the Plan and should be retained for tax purposes. In addition, you will
receive the same material sent to every other holder of Peoples Common Stock,
including Peoples' annual reports to shareholders, notices of shareholders
meetings, proxy statements, and information for income tax reporting.
20. Will certificates be issued for shares of Peoples Common Stock purchased
through the Plan?
Certificates for shares of Peoples Common Sock purchased through the Plan
will not be issued to you unless you request them. All shares credited to your
Plan account will be issued to the Plan Administrator or its nominees as your
agent and will be held in book entry form. The number of shares credited to
your account will be shown on your account statement. Share purchases will be
calculated to four decimal places. This convenience protects against loss,
theft, or destruction of stock certificates.
A certificate for any number of full shares credited to your Plan account
will be issued upon the Plan Administrator's receipt of a written request.
These shares will be withdrawn from the Plan. Certificates for fractional shares
will not be issued under any circumstances. When shares are withdrawn from the
Plan and certificates are issued to you, a $5.00 withdrawal fee is payable.
Shares credited to your account may not be assigned or pledged in any way.
If you wish to assign or pledge the full shares credited to your account, you
must request that certificates for those shares be issued in your name and
withdrawn from the Plan.
12
<PAGE>
Plan accounts will be maintained in the name in which your certificates are
registered at the time you enter the Plan. Certificates for full shares will be
registered in the same manner when issued to you.
21. Can a participant send his or her Peoples Common Stock certificates to be
credited to his or her Plan account for safekeeping?
A participant can deposit any shares of Peoples Common Stock he or she owns
in order for such shares to be held for safekeeping by the Plan Administrator in
the participant's Plan account. A service fee of $5.00 is charged by the Plan
Administrator for each deposit of one or more certificates. A check for $5.00
made payable to Registrar and Transfer must accompany the request. A participant
desiring to deposit certificates into the Plan should mail them by certified or
registered mail to the Plan Administrator with a letter requesting that they be
so credited. Peoples recommends that shareholders insure the certificates for
2% of their current market value when mailing them. This is the amount that is
usually charged for surety protection should the certificate become lost in the
mail. The certificates should not be endorsed.
22. Can a participant make gifts of shares of Peoples Common Stock held in his
or her account?
A participant can make a gift of shares of Peoples Common Stock held in his
or her account under the Plan by writing a letter to the Plan Administrator
indicating the number of shares to be given and providing the registration
information requested by the Plan Administrator. Signatures of all registered
holders are required and must be "Medallion Guaranteed" by a financial
institution participating in the Medallion Guarantee program. Participants can
also enroll the recipient in the Plan to allow their dividends to be reinvested.
If you wish to make a gift of shares in the Plan, you should call the Plan
Administrator for specific instructions.
23. How can participation in the Plan be terminated?
The Plan is entirely voluntary. You may terminate your participation in
the Plan at any time by writing instructions to the Plan Administrator. When
such notice is received, the Plan Administrator will issue certificates for full
shares credited to your account under the Plan and a cash payment will be made
to you for any fractional share. A fee of $5.00 is payable when the shares are
withdrawn from the Plan and certificats are issued to you. If your notice of
termination is received by the Plan Administrator less than five business days
prior to a cash dividend record date, that cash dividend will be reinvested for
your account. After your account is terminated, subsequent cash dividends on
certificated shares will be paid to you.
13
<PAGE>
24. What are the federal income tax consequences of participating in the Plan?
We believe that the following is an accurate summary of the U.S. federal
income tax consequences of participation in the Plan as of the date of this
prospectus. However, this summary does not reflect every situation that could
result from participation in the Plan, and it does not discuss foreign, state or
local tax consequences. We advise you to consult your own tax advisors for
information about your specific situation.
In general, all your cash dividends - whether paid to you in cash or
reinvested - are considered taxable income to you at the time they are received
or reinvested. In addition, brokerage commissions on purchases of shares
purchased through the Plan (which will be paid by Peoples on your behalf ) and
the investment fee paid by Peoples to the Plan Administrator for each investment
(now $1.50 per participant) will be treated as distributions subject to income
tax in the same manner as cash dividends. The total amount of dividends and
other distributions will be reported to you and to the Internal Revenue Service
shortly after the end of each year. Your cost basis for shares purchased upon
reinvestment of dividends will generally equal the amount of the cash dividend,
plus the commission and fees paid by Peoples on your behalf.
At the time of investment of optional cash payments in additional shares of
Peoples Common Stock, you will realize taxable income equal to the brokerage
commissions paid by Peoples on your behalf. The tax basis of shares purchased
with an optional cash payment will be the amount of such payment, which may
include the required investment fee to be deducted before the investment, plus
any commissions paid by Peoples on your behalf in connection with that
investment.
The holding period of shares of Common Stock acquired through the Plan,
whether purchased with reinvested dividends or optional cash payments, will
begin on the day after purchase by the Plan Administrator.
You will not realize any taxable income when you receive certificates for
full shares credited to your account, either upon your written request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize taxable gain or loss (which, for most participants, will be
capital gain or loss) when full shares acquired under the Plan are sold or
exchanged for you and when you receive the cash payment for a fractional share
credited to your account. The amount of such gain or loss will be the
difference between the amount that you receive for your shares or fractional
share (net of brokerage commissions and other costs of sale) and the tax basis
of the shares.
The above rules may not be applicable to certain participants, such as tax-
exempt entities. These participants should consult their own tax advisors. In
the case of plan participants whose dividends are subject to U.S. backup
withholding, to the extent you elect dividend reinvestment, the administrator
will reinvest dividends less the amount of tax required to be withheld. The
filing of any documentation required to obtain a reduction in U.S. withholding
tax is the responsibility of the participant.
14
<PAGE>
The foregoing is only an outline of Peoples' understanding of some of the
applicable federal income tax provisions. The outline is general in nature and
does not purport to cover every situation. It does not include a discussion of
foreign, state and local income tax consequences of participation in the Plan.
For specific information on the tax consequences of participation in the Plan,
including any future changes in applicable law or interpretation thereof, you
should consult your own tax advisor.
25. What happens if a participant sells a portion of the shares of Common Stock
registered in the participant's name?
If you have authorized the reinvestment of cash dividends on shares
registered in your name and then dispose of a portion of these shares, the cash
dividends on the remaining shares will continue to be reinvested to the extent
you have instructed the Plan Administrator to invest (either 25%, 50%, 75% or
100% of the dividends will continue to be reinvested).
26. What happens when a participant sells or transfers all of the shares
registered in his or her name and held outside of the Plan?
If you sell or transfer all shares of Peoples stock you hold outside of
your Plan account (while continuing to have shares credited to your Plan
account), Registrar and Transfer will continue to reinvest the dividends on the
shares of your stock credited to your Plan account unless those shares are
withdrawn from your Plan account. Please note, however, that a participant who
has ceased to be a holder of record of Peoples stock may not make optional cash
payments under the Plan after he or she ceases to be a holder of record.
If you cease to be a record owner of any shares of Common Stock (other than
by depositing shares into the Plan for safekeeping), the Plan Administrator, in
its discretion, may request your instructions on the disposition of stock in
your Plan account. If the Plan Administrator does not receive such instructions
from you within 30 days, the Plan Administrator, in its discretion, may
terminate your Plan account.
27. If Peoples has a rights offering, how will rights on the Plan shares be
handled?
No preemptive rights attach to Peoples Common Stock. If Peoples,
nevertheless, makes available to holders of its Common Stock rights or warrants
to purchase additional shares of Peoples Common Stock or other securities, such
rights or warrants will be made available to you. This allocation will be based
on the number of shares (including any fractional interests to the extent
practicable) held for you in your Plan account on the record date established
for determining the holders of Peoples Common Stock entitled to such rights or
warrants.
15
<PAGE>
28. What happens if Peoples issues a stock dividend or declares a stock split?
Any stock dividend or split shares distributed by Peoples on shares of Common
Stock held for you in your Plan account will be credited to your account in the
Plan. Both full and fractional shares, where applicable, will be credited to
your account.
29. Will interest be paid on amounts held pending investment?
No. Dividends allocated for reinvestment and cash contributions received
from participants will be deposited in a non-interest bearing account controlled
by the Plan Administrator pending investment. Funds of participants may be
commingled and aggregated for purposes of investment.
30. How will a participant's shares be voted at meetings of shareholders?
Shares held under the Plan will not be voted by the Plan Administrator.
You will receive a proxy indicating the total number of shares of Common Stock
registered in your name and shares of Common Stock credited to your plan
account, and you will be entitled to vote those shares.
31. What is the responsibility of Peoples and the Plan Administrator for the
Plan?
Neither Peoples nor Registrar and Transfer will be liable to any
participant in the Plan for any act done in good faith or for any good faith
omission to act including, without limitation, any claim of liability (i)
arising out of failure to terminate a participant's account or sell shares in
the Plan or invest optional cash payments without receipt of proper
documentation and instructions; and (ii) with respect to the prices and times at
which shares are purchased or sold for the participant's account, including
fluctuations in market value of shares being maintained on behalf of a
participant.
The trading price of Common Stock may rise or fall during the period
between a request for purchase or sale, its receipt by the Plan Administrator
and the completion of the purchase or sale. Instructions sent to the Plan
Administrator to purchase or sell shares may not be rescinded and are binding on
the participant. The Plan Administrator may, in its own discretion, accept
written requests to revoke instructions. Neither Peoples nor the Plan
Administrator has any responsibility for the market value of shares maintained
on a participant's behalf or for changes in market price between the time an
order is sent to the Plan Administrator and the time an order is executed.
Depending upon the time when a participant initiates a purchase as a result of a
cash contribution, there may be a substantial delay until the investment date on
which shares will be purchased.
Neither Peoples nor the Plan Administrator can assure any participant of a
profit or protect any participant against a loss from the shares purchased or
sold through the Plan. An investment in Peoples Common Stock, as are all equity
investments, is subject to significant market fluctuations. Peoples can neither
control purchases by the Plan Administrator under the Plan nor guarantee that
dividends on the Common Stock will not be reduced or eliminated.
16
<PAGE>
Neither Peoples nor the Plan Administrator provides any advice nor makes
any recommendations regarding the purchase or sale of shares of Peoples Common
Stock; all such decisions must be made by participants based upon his or her own
research and judgment.
32. Who regulates and interprets the Plan?
Peoples and the Plan Administrator reserve the right to interpret and
regulate the Plan as they deem necessary or desirable. Any such interpretation
and regulation will be final. The Plan, related Plan documentation, and Plan
accounts will be governed by and construed in accordance with the laws of the
State of North Carolina. Peoples reserves the right to remove the Plan
Administrator and to appoint a new Plan Administrator at any time upon prior
notice to Plan participants, and the Plan Administrator has the right to resign
at any time upon at least 90 days notice to Peoples.
33. May the Plan be changed or discontinued?
Peoples and the Plan Administrator reserve the right to terminate the Plan
at any time by written notice to the participants. The terms and conditions of
the Plan may also be amended by Peoples and the Plan Administrator at any time.
Upon termination of the Plan, any uninvested optional cash payments will be
returned, certificates for whole shares credited to a participant's account
under the Plan will be issued and a cash payment will be made for any fraction
of a share credited to a participant's account.
In the event that the Plan is terminated and Peoples establishes another
dividend reinvestment plan, each participant in the Plan will be automatically
enrolled in such other dividend reinvestment plan and shares credited to his or
her account under the Plan will be automatically credited to such other plan,
unless notice is received to the contrary.
34. Will cash dividends continue to be paid while the Plan is in effect?
Peoples' Board of Directors has the authority to declare dividends from
time to time, subject to statutory and regulatory requirements. There is no
assurance that dividends will continue to be paid or as to the amount of any
such dividend. Participants in the Plan accordingly have the opportunity to
reinvest cash dividends only when, as and if such dividends are declared and
paid by Peoples. Peoples has the right to suspend, terminate or modify the
amount of its cash dividend at any time depending upon business, financial,
regulatory and other conditions.
35. Will my investments be insured?
No. The securities held in Plan accounts for Plan participants and sales
proceeds and funds held pending investment are not subject to protection under
the Securities Investor Protection Act of 1970. Funds held by the Plan
Administrator are not deposits of Peoples or any of its subsidiaries,
17
<PAGE>
deposits of the Plan Administrator or other obligations of, or guaranteed by,
the Plan Administrator or its affiliates and are not insured by the Federal
Deposit Insurance Corporation, the Securities Investor Protection Corporation or
any other entity. Shares of Peoples Common Stock are subject to market risk and
possible loss of investment.
USE OF PROCEEDS
Peoples intends to use any net proceeds that it receives from the sale of
newly-issued shares to the Plan for general corporate purposes.
EXPERTS
Peoples' consolidated financial statements as of December 31, 1999 and
1998, and for each of the years then ended have been incorporated into this
prospectus and into the registration statement by reference in reliance upon the
report of Porter Keadle Moore, LLP, independent certified public accountants,
upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Peoples and subsidiary for the
year ended December 31, 1997, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
Documents incorporated by reference in the future will include financial
statements, related schedules (if required) and auditors' reports, which
financial statements and schedules will have been audited to the extent and for
the periods set forth in such reports by the firm or firms rendering such
reports, and, to the extent so audited and consent to incorporation by reference
is given, will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
LEGAL MATTERS
The legality of the shares of Peoples Common Stock offered by this
prospectus has been passed upon for Peoples by its special counsel Brooks,
Pierce, McLendon, Humphrey & Leonard, L.L.P., Greensboro, North Carolina.
INDEMNIFICATION
Peoples' Articles of Incorporation provide that, to the fullest extent
permitted by North Carolina law, no person who serves as a director shall be
personally liable to Peoples or any of its shareholders or otherwise for
monetary damages for breach of any duty as director. Peoples' By-laws state
that any person who at any time serves or has served as a director, officer,
employee or agent, or any such person who serves or has served at Peoples'
request as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
trustee or administrator under an employee benefit plan, will have a right to be
indemnified
18
<PAGE>
by Peoples to the fullest extent permitted by law against liability and
litigation expense arising out of such status or activities. "Liability and
litigation expense" includes costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.
The North Carolina Business Corporation Act contains provisions prescribing
the extent to which directors and officers shall or may be indemnified. The Act
permits a corporation, with certain exceptions, to indemnify a present or former
director against liability if (i) the director conducted himself in good faith,
(ii) the director reasonably believed (x) that the director's conduct in his
official capacity with the corporation was in its best interests and (y) in all
other cases the director's conduct was at least not opposed to the corporation's
best interests, and (iii) in the case of any criminal proceeding, the director
had no reasonable cause to believe his conduct was unlawful. A corporation may
not indemnify a director in connection with a proceeding by or in the right of
the corporation in which the director was found liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The Act also requires a corporation to indemnify a director or officer in
the defense of any proceeding to which the director or officer was a party
against reasonable expenses when the director or officer is wholly successful in
the director's or officer's defense, unless the articles of incorporation
provide otherwise. Upon application, a court may also order indemnification of
the director or officer if the director or officer is adjudged fairly and
reasonably entitled to indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to Peoples' directors, officers, and
controlling persons pursuant to the foregoing provisions, or otherwise, Peoples
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Peoples of expenses incurred or paid by
any of Peoples' directors, officers or controlling persons in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
Peoples will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
19
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by Peoples. This prospectus does not constitute an offer to sell or
the solicitation of any offer to buy any securities in any circumstances in
which such offer or solicitation is unlawful. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of Peoples since
the date hereof.
________________________________________________________________________________
TABLE OF CONTENTS
Page
----
Where You Can Find More Information...................... 2
Information Incorporated by Reference.................... 2
Peoples Bancorp.......................................... 3
Dividend Reinvestment and Stock Purchase Plan............ 4
Use of Proceeds.......................................... 18
Experts.................................................. 18
Legal Matters............................................ 18
Indemnification.......................................... 18
PEOPLES
BANCORP OF
NORTH
CAROLINA, INC.
Dividend
Reinvestment and
Stock Purchase Plan
_________________
PROSPECTUS
_________________
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ESTIMATE OF EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee .................................................. $ 718
Costs of Printing and Mailing* .................................... $ 3,000
Legal Fees* ....................................................... $17,500
Accounting Fees* .................................................. $ 7,500
Blue Sky Fees and Expenses* ....................................... $ 500
Nasdaq National Market Listing* ................................... $ 2,000
Miscellaneous* .................................................... $ 1,000
Total ................................................... $32,218
=======
</TABLE>
*Estimated solely for purposes of this filing.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that, to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's By-laws state that any person who at any time
serves or has served as a director, officer, employee or agent of the
Registrant, or any such person who serves or has served at the request of the
Registrant as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a trustee or administrator under an employee benefit plan, shall have a right
to be indemnified by the Registrant to the fullest extent permitted by law
against liability and litigation expense arising out of such status or
activities in such capacity. "Liability and litigation expense" shall include
costs and expenses of litigation (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement which are actually and
reasonably incurred in connection with or as a consequence of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals.
Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
1
<PAGE>
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard of conduct is determined by the board of directors, or a
committee or special legal counsel or the shareholders as prescribed in Section
55-8-55.
Sections 55-8-52 and 55-8-26 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to Registrant's directors, officers, and
controlling persons pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by any of Registrant's directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
2
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
3.1 Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3(I) to the Registrant's Registration Statement on Form 8-A (File
No. 000-27205) filed August 31, 1999).
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3(II) to the
Registrant's Registration Statement on Form 8-A (File No. 000-27205) filed
August 31, 1999).
4 Specimen of Common Stock certificate of the Registrant (incorporated by
reference to Exhibit 4 to the Registrant's Registration Statement on Form 8-
A (File No. 000-27205) filed August 31, 1999).
5 Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. as to
securities to be registered.
23.1 Consent of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
(included in Exhibit 5).
23.2 Consent of Porter Keadle Moore, LLP.
23.3 Consent of KPMG LLP.
99.1 Peoples Bancorp of North Carolina, Inc. Dividend Reinvestment and Stock
Purchase Plan (incorporated by reference to Exhibit 99 to the Registrant's
Current Report on Form 8-K filed August 3, 2000).
99.2 Authorization Form.
99.3 Letter to accompany the prospectus.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective
3
<PAGE>
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Peoples Bancorp of North Carolina, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newton,
State of North Carolina, as of August 2, 2000.
PEOPLES BANCORP OF NORTH CAROLINA, INC.
By: /s/ Tony W. Wolfe
-------------------------------------------
Name: Tony W. Wolfe
Title: President and Chief Executive Officer
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of August 2, 2000.
<TABLE>
<CAPTION>
<S> <C>
/s/ Tony W. Wolfe President and Chief Executive Officer
----------------------------------------------------------
Tony W. Wolfe (Principal Executive Officer)
/s/ Robert C. Abernathy Chairman of the Board and Director
----------------------------------------------------------
Robert C. Abernathy
/s/ Joseph F. Beaman, Jr. Executive Vice President and Chief Financial
----------------------------------------------------------
Joseph F. Beaman, Jr. Officer
(Principal Financial and Accounting Officer)
/s/ James S. Abernathy Director
----------------------------------------------------------
James S. Abernathy
/s/ Bruce R. Eckard Director
------------------------------------------------------------
Bruce R. Eckard
/s/ John H. Elmore, Jr. Director
-----------------------------------------------------------
John H. Elmore, Jr.
/s/ Charles F. Murray Director
-----------------------------------------------------------
Charles F. Murray
/s/ Bobby E. Matthews Director
---------------------------------------------------------
Bobby E. Matthews
/s/ Larry E. Robinson Director
-----------------------------------------------------------
Larry E. Robinson
/s/ Fred L. Sherrill, Jr. Director
--------------------------------------------------------------
Fred L. Sherrill, Jr.
/s/ Dan Ray Timmerman, Sr. Director
----------------------------------------------------
Dan Ray Timmerman, Sr.
/s/ Benjamin I. Zachary Director
----------------------------------------------------------
Benjamin I. Zachary
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
5 - Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard,
L.L.P. as to securities to be registered.
23.1 - Consent of Brooks, Pierce, McLendon, Humphrey & Leonard,
L.L.P. (included in Exhibit 5).*
23.2 - Consent of Porter Keadle Moore, LLP.
23.3 - Consent of KPMG LLP.
99.2 - Authorization Form.
99.3 - Letter to accompany prospectus.
</TABLE>
7
