March 7, 1994
Via Electronic Transmission
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Peoples Bancorp Inc.
Commision File No. 0-16772
CIK No. 0000318300
Gentlemen:
On behalf of Peoples Bancorp Inc. (the "Company") and in
accordance with Rule 14a-6(b) promulgated under the Securities
Exchange Act of 1934, as amended, and Regulation S-T, we are
transmitting herewith for filing definitive copies of the
Notice of Annual Meeting of Shareholders, Proxy Statement and
from of Proxy (collectively, the "Proxy Materials"), to be
furnished to the shareholders of the Company in connection with
the solicitation of proxies by the Board of Directors of the
Company for use at the 1994 Annual Meeting of Shareholders (the
"Annual Meeting"), scheduled to be held on Tuesday, April 5,
1994. Pursuant to Rule 14a-6(m), we are also enclosing herewith
a completed copy of the Schedule 14A information page. In
accordance with Rule 901(d) of Regulation S-T, the Company will
be submitting to the Commission a paper copy of the Proxy
Materials and the Schedule 14A information page. Each document
will contain the legend required by Rule 901(d)(2).
The definitive Proxy Materials have been marked as required by
Rule 310 of Regulation S-T to show changes from the preliminary
copy of the Proxy Materials filed with the Commission on
February 22, 1994.
In accordance with Rules 304(d) and 311 of Regulation S-T, the
Company has had hand-delieverd to the Commission this morning a
fully-executed copy of Form SE pursuant to which the Company
filed the performance graph that is to appear in the Proxy
Statement.
In accordance with Rule 14a-6(i)(2), on February 17, 1994, the
amount of $125.00 was wire-transferred to the account of the
Commission at Mellon Bank on behalf of the Company in connection
with the Company's filing of the preliminary copies of the Proxy
Materials with the Commission.
The Company began to mail the definitive copies of the Proxy
Materials, together with the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1993
(the "Annual Report"), to the shareholders of the Company on
March 7, 1994. In addition, in accordance with Rule 14a-3(c),
seven (7) copies of the Annual Report will be submitted to the
Commission.
If you have any questions with respect to the enclosed materials,
please do not hesitate to call me at (614) 374-6109.
Very truly yours,
CHARLES R. HUNSAKER
Charles R. Hunsaker
General Counsel
CRH/i
Enclosures
cc: Elizabeth Turrell Farrar, Esq.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to e240.14a-11(c) or e240.14a-12
PEOPLES BANCORP INC.
(Name of Registrant as Specified In Its Charter)
N/A
Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
[ ] 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:
________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PEOPLES BANCORP INC.
Marietta, Ohio
March 7, 1994
To the Shareholders of Peoples Bancorp Inc.:
You are cordially invited to attend the Annual Meeting of
Shareholders (the "Annual Meeting") of Peoples Bancorp Inc. (the
"Company") to be held at 10:00 a.m., local time, on Tuesday,
April 5, 1994, in the Conference Room of The Peoples Banking and
Trust Company, 235 Second Street, Marietta, Ohio, for the
following purposes:
1. To elect the following Directors for terms of three years each:
<TABLE>
<CAPTION>
Nominee Term Expires In
<S> <C> <C>
George W. Broughton (for election) 1997
Wilford D. Dimit (for re-election) 1997
Barton S. Holl (for re-election) 1997
James B. Stowe (for re-election) 1997
</TABLE>
2. To consider and vote upon a proposal to adopt an amendment
to Article FOURTH of the Company's Amended Articles of
Incorporation which would increase the authorized number of
shares of the Company from 4,000,000 shares to 6,000,000 shares,
all of which will be common shares, without par value.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or adjournments thereof.
Shareholders of record at the close of business on February
15, 1994, will be entitled to notice of and to vote at the
Annual Meeting and any adjournment or adjournments thereof.
You are cordially invited to attend the Annual Meeting. The
vote of each shareholder is important, whatever the number of
common shares held. Whether or not you plan to attend the
Annual Meeting, please sign, date and return your Proxy promptly
in the enclosed envelope.
The Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1993 accompanies this Notice and Proxy
Statement.
By Order of the Board of Directors
Ruth I. Otto
Corporate Secretary
[TEXT]
PEOPLES BANCORP INC.
138 Putnam Street
Marietta, Ohio 45750
(614) 373-3155
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being
mailed to shareholders of Peoples Bancorp Inc., an Ohio
corporation (the "Company"), on or about March 7, 1994, in
connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") called to be
held on Tuesday, April 5, 1994, or at any adjournment or
adjournments thereof. The Annual Meeting will be held at 10:00
a.m., local time, in the Conference Room of The Peoples Banking
and Trust Company, 235 Second Street, Marietta, Ohio.
The Company has three wholly-owned subsidiaries. They include
The Peoples Banking and Trust Company ("Peoples Bank"), The
First National Bank of Southeastern Ohio ("First National") and
The Northwest Territory Life Insurance Company ("Northwest
Territory").
A proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board of Directors of the
Company. Shareholders of the Company may use their proxies if
they are unable to attend the Annual Meeting in person or wish
to have their common shares of the Company voted by proxy even
if they do attend the Annual Meeting. Without affecting any
vote previously taken, any shareholder executing a proxy may
revoke it at any time before it is voted by filing with the
Secretary of the Company, at the address of the Company set
forth on the cover page of this Proxy Statement, written notice
of such revocation; by executing a later-dated proxy which is
received by the Company prior to the Annual Meeting; or by
attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will
not, in and of itself, constitute revocation of a proxy.
Only shareholders of the Company of record at the close of
business on February 15, 1994 (the "Record Date"), are entitled
to receive notice of and to vote at the Annual Meeting and any
adjournment or adjournments thereof. At the close of business
on the Record Date, 1,457,432 common shares were outstanding and
entitled to vote. Each common share entitles the holder thereof
to one vote on each matter to be submitted to shareholders at
the Annual Meeting. A quorum for the Annual Meeting is a
majority of the common shares outstanding. There is no
cumulative voting with respect to the election of directors.
As of the date of this Proxy Statement, the Board of Directors
of the Company does not know of any business to be brought
before the Annual Meeting except as set forth in this Proxy
Statement. However, if any matters other than those referred to
in this Proxy Statement should properly come before such Annual
Meeting, or any adjournment or adjournments thereof, it is
intended that the persons named as proxies in the enclosed proxy
may vote the common shares represented by said proxy on such
matters in accordance with their best judgment in light of the
conditions then prevailing.
The Company will bear the costs of preparing and mailing this
Proxy Statement, the accompanying proxy and any other related
materials and all other costs incurred in connection with the
solicitation of proxies on behalf of the Board of Directors.
Proxies will be solicited by mail and may be further solicited,
for no additional compensation, by officers, directors, or
employees of the Company and its subsidiaries by further
mailing, by telephone, or by personal contact. The Company will
also pay the standard charges and expenses of brokerage houses,
voting trustees, banks, associations and other custodians,
nominees, and fiduciaries, who are record holders of common
shares not beneficially owned by them, for forwarding such
materials to and obtaining proxies from the beneficial owners of
common shares entitled to vote at the Annual Meeting.
The Annual Report to the Shareholders of the Company for the
fiscal year ended December 31, 1993 (the "1993 fiscal year") is
enclosed herewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain
information concerning the beneficial ownership of common shares
by the only person known to the Company to be the beneficial
owner of more than 5% of the outstanding common shares:
<TABLE>
AMOUNT AND
NAME AND NATURE OF PERCENT
ADDRESS OF BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS<F1>
<S> <C> <C>
Peoples Bank- 181,437<F2> 12.4%
Trust Department
Trustee
138 Putnam Street
Marietta, Ohio 45750
<F1> The percent of class is based on 1,457,432 common shares
outstanding on the Record Date.
<F2> Includes 53,138 common shares, 97,465 common shares,
26,455 common shares and 4,379 common shares as to which the
Trust Department of Peoples Bank has shared investment and sole
voting power, shared investment and voting power, sole voting
and investment power, and sole investment and shared voting
power, respectively. The officers and directors of Peoples Bank
and the Company disclaim beneficial ownership of these common
shares by reason of their positions. Does not include 44,420
common shares held by the Trust Department in its capacity as
Trustee under the Peoples Bancorp Inc. Retirement Savings Plan
with respect to which the Trust Department has neither voting
nor investment power.
</TABLE>
The following table sets forth, as of the Record Date, certain
information with respect to the common shares beneficially owned
by each director of the Company, by each nominee for election as
a director of the Company, by the executive officer of the
Company named in the Summary Compensation Table and by all
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP<F1>
COMMON
SHARES
WHICH CAN BE
ACQUIRED UPON
COMMON EXERCISE OF
SHARES OPTIONS EXERCISABLE PERCENT
PRESENTLY WITHIN OF
NAME HELD 60 DAYS TOTAL CLASS<F2>
<S> <C> <C> <C> <C>
Jewell Baker 4,968 110 5,078 <F3>
Dennis D. Blauser 3,586<F4> 110 3,696 <F3>
Carl L. Broughton<F5> 48,244<F6> 110 48,354 3.3%
George W.Broughton<F7> 19,136 50 19,186 1.3%
Wilford D. Dimit<F7> 1,971<F9> 110 2,081 <F3>
Robert E. Evans<F10> 23,006.625<F11> 2,000 25,006.625 1.7%
Barton S. Holl<F7> 1,919<F12> 110 2,029 <F3>
Norman J. Murray 1,863<F13> 110 1,973 <F3>
Fred R. Price 1,903 110 2,013 <F3>
James B. Stowe<F7> 6,208<F14> 110 6,318 <F3>
Paul T. Theisen 4,055 110 4,165 <F3>
Thomas C. Vadakin 767<F15> 110 877 <F3>
Joseph H. Wesel 14,576<F16> 110 14,686 1.0%
All directors and
executive officers as
a group (numbering 17) 136,216.848<F17> 7,260 143,476.848 9.8%
<FN>
<F1> Unless otherwise noted, the beneficial owner has sole
voting and investment power with respect to all of the common
shares reflected in the table.
<F2> The percent of class is based upon 1,457,432 common
shares outstanding on the Record Date and the number of common
shares, if any, as to which the named person has the right to
acquire beneficial ownership upon the exercise of exercisable
options within 60 days of the Record Date.
<F3> Reflects ownership of less than 1% of the outstanding
common shares.
<F4> Includes 2,662 common shares held jointly by Mr.
Blauser with his wife as to which he exercises shared voting and
investment power and 392 common shares held in an IRA owned by
Mr. Blauser. Does not include 1,429 common shares held of
record and beneficially owned by Mr. Blauser's wife as to which
he has no voting or investment power and disclaims beneficial
ownership.
<F5> Mr. Broughton has chosen not to stand for reelection as
a director of the Company and will cease to serve on April 5,
1994.
<F6> Does not include 6,499 common shares held of record and
owned beneficially by Mr. Broughton's wife and 759 common shares
held in the Elizabeth S. Broughton Trust, a revocable inter
vivos trust with respect to which Mr. Broughton's wife was the
grantor and Peoples Bank is the Trustee, as to which common
shares Mr. Broughton has no voting or investment power and
disclaims beneficial ownership. Peoples Bank and Mrs. Broughton
may be deemed to share voting power with respect to the common
shares held in the Elizabeth S. Broughton Trust and said common
shares are included in the common shares shown as beneficially
owned by People Bank in the preceding table. Also does not
include 4,538 common shares held of record by the Broughton
Foods Company Pension Trust B, as to which Mr. Broughton
disclaims beneficial ownership.
<F7> Nominee for election as a director of the Company.
<F8> Does not include 2,928 common shares held of record and
beneficially owned by Mr. Broughton's wife as to which he has no
voting or investment power and disclaims beneficial ownership.
<F9> Includes 330 common shares held jointly by Mr. Dimit
with his wife as to which he exercises shared voting and
investment power.
<F10> Executive officer of the Company named in the Summary
Compensation Table.
<F11> Includes 3,952.625 common shares allocated to the account
of Mr. Evans in the Peoples Bancorp Inc. Retirement Savings Plan
with respect to which Mr. Evans has the power to direct the
voting and disposition. Does not include 2,940 common shares
held of record and owned beneficially by Mr. Evans' wife and 713
common shares held by Mr. Evans' wife as custodian for their
son, as to which common shares Mr. Evans has no voting or
investment power and disclaims beneficial ownership.
<F12> Includes 371 common shares held jointly by Mr. Holl with
his wife as to which he exercises shared voting and investment
power.
<F13> Does not include 3,726 common shares held of record and
beneficially owned by Mr. Murray's wife and 800 common shares
held of record and beneficially owned by Mr. Murray's daughter.
Mr. Murray has no voting or investment power with respect to
these common shares and disclaims beneficial ownership thereof.
<F14> Includes 2,477 common shares held jointly by Mr. Stowe
with his wife as to which he exercises shared voting and
investment power. Does not include 8,999 common shares held of
record and beneficially owned by Mr. Stowe's wife as to which he
has no voting or investment power and disclaims beneficial
ownership.
<F15> Does not include 7,069 common shares held of record and
beneficially owned by Mr. Vadakin's wife and 1,089 common shares
held by Mr. Vadakin's wife as custodian for her son, as to which
common shares Mr. Vadakin has no voting or investment power and
disclaims beneficial ownership.
<F16> Includes 701 common shares held jointly by Mr. Wesel with
his mother and 1,936 common shares held jointly by Mr. Wesel
with his wife. Mr. Wesel exercises shared voting and investment
power with respect to these common shares. Does not include
3,012 common shares held of record and beneficially owned by Mr.
Wesel's wife as to which he has no voting or investment power
and disclaims beneficial ownership. Does not include 60 common
shares held of record and beneficially owned by Mr. Wesel's
daughter as to which he has no voting or investment power and
disclaims beneficial ownership. Does not include 5,143 common
shares held of record by the Marietta Ignition, Inc. Pension
Plan as to which Mr. Wesel has no voting or investment power and
disclaims beneficial ownership. Mr. Wesel serves as a member of
the Administrative Committee for the Marietta Ignition, Inc.
Pension Plan. Peoples Bank shares voting power with respect to
the common shares held in the Marietta Ignition, Inc. Pension
Plan with the Plan Administrator and said common shares are
included among the common shares shown as beneficially owned by
Peoples Bank in the preceding table.
<F17> Includes common shares held jointly by directors and
executive officers and other persons. Also includes 6,416.85
common shares allocated to the respective accounts of executive
officers of the Company in the Peoples Bancorp Inc. Retirement
Savings Plan. See notes (4), (6), (9) and (11) through (16)
above.
</TABLE>
To the Company's knowledge, based solely on a review of the
copies of the reports furnished to the Company and written
representations that no other reports were required, during the
1993 fiscal year, all filing requirements applicable to
officers, directors and greater than 10% beneficial owners of
the Company under Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), were complied with.
ELECTION OF DIRECTORS
(Item 1 on Proxy)
In accordance with Section 2.02 of the Regulations of the
Company, four directors of Class II are to be elected to hold
office for terms of three years each, in each case until their
respective successors are duly elected and qualified. It is the
intention of the persons named in the accompanying proxy to vote
the common shares represented by the proxies received pursuant
to this solicitation for the nominees named below who have been
designated by the Board of Directors, unless otherwise
instructed on the proxy.
The following table gives certain information concerning each
nominee for election as a director of the Company. Unless
otherwise indicated, each person has held his principal
occupation for more than five years.
<TABLE>
POSITION(S) HELD
WITH THE COMPANY AND DIRECTOR NOMINEE
ITS SUBSIDIARIES AND CONTINUOUSLY FOR TERM
NOMINEE AGE PRINCIPAL OCCUPATION SINCE EXPIRING IN
<S> <C> <C> <C> <C>
George W.
Broughton 36 Director and Executive 1993 1997
Vice President/Sales and
Marketing, Broughton
Foods Co., a processor
and distributor of dairy
products; Director of
SBR, Inc.,maker of
replacement windows and
owner of "Wood Crafters"
catalog and stores.<F1>
Wilford D. Dimit 60 President of First 1993 1997
Settlement, Inc.,
Marietta, Ohio, a
retail clothing store
and restaurant.<F1>
Barton S. Holl 71 Chairman of the Board 1990 1997
of Logan Clay Products,
Inc., Logan, Ohio, a
manufacturer of clay
tile products.
James B. Stowe 73 Chairman of the Board 1980 1997
of Stowe Truck &
Equipment Co., Marietta,
Ohio, a company which
sells heavy equipment,
riding lawn mowers,
tractor/trailers and
trucks.<F1>
<FN>
<F1> Also a director of Peoples Bank.
</TABLE>
While it is contemplated that all nominees will stand for
election, if one or more nominees at the time of the Annual
Meeting should be unavailable or unable to serve as a candidate
for election as a director, the proxies reserve full discretion
to vote the common shares represented by the proxies for the
election of the remaining nominees and for the election of any
substitute nominee or nominees designated by the Board of
Directors. The Board of Directors knows of no reason why any of
the above-mentioned persons will be unavailable or unable to
serve if elected to the Board.
Under Ohio law and the Company's Regulations, the four
nominees for election as Class II directors receiving the
greatest number of votes will be elected as directors. Common
shares as to which the authority to vote is withheld and broker
non-votes will be counted for quorum purposes but will not be
counted toward the election of directors, or toward the election
of the individual nominees specified on the form of proxy.
The following table gives certain information concerning the
current directors who will continue to serve after the Annual
Meeting. Unless otherwise indicated, each person has held his
or her principal occupation for more than five years.
<TABLE>
POSITION(S) HELD
WITH THE COMPANY AND
ITS SUBSIDIARIES AND
NAME AGE PRINCIPAL OCCUPATION(S) SINCE EXPIRES IN
<S> <C> <C> <C> <C>
Robert E. Evans 53 President and Chief 1980 1995
Executive Officer of
the Company and of
Peoples Bank; Chairman
of the Board of
Northwest Territory.<F1>
Paul T. Theisen 63 President and a 1980 1995
Shareholder of Theisen,
Brock, Frye, Erb &
Leeper Co., L.P.A.,
Attorneys at Law,
Marietta, Ohio.<F2>
Thomas C. Vadakin 62 President of Vadakin, 1989 1995
Inc., Marietta, Ohio,
a heavy industrial
cleaning service;
Director (2/94), The
Airolite Company,
Marietta, Ohio, a
manufacturer of
ventilating louvers.<F3>
Jewell Baker 70 Co-Owner of B & N Coal 1990 1996
Company, Dexter City,
Ohio, a mining and
energy producer;
Director of First
National Bank of
Caldwell from 1984 to
1989; Director of
First National from
1989 to 1990.
Dennis D. Blauser 68 President of Blauser 1987 1996
Energy Corp., Marietta,
Ohio, an oil and gas
producer; President of
Blauser Well Service,
Inc., Marietta, Ohio,
a servicer of oil and
gas wells; Chairman of
the Board of Marietta
Structures Corp.,
Marietta, Ohio, a builder
of bridge beams, pre-
stressed concrete beams
and pre-engineered siding
for buildings.<F2>
Norman J. Murray 76 Former Chairman of the 1980 1996
Board (1985-1994) of The
Airolite Co., Marietta,
Ohio, a manufacturer of
ventilating louvers;
Chairman of the Board of
Peoples Bank since 1990.<F3>
Fred R. Price 58 President and Chief 1987 1996
Executive Officer of
Chesterhill Stone Co.,
a gravel company located
in Southeastern Ohio;
President and Chief
Executive Officer of
Price Inland Terminal Co.,
a barge company located
in Southeastern Ohio;
President and Chief
Executive Officer of
Beverly Slag Co., a slag
company located in
Southeastern Ohio.
Joseph H. Wesel 64 President and Chief 1980 1996
Executive Officer of
Marietta Automotive
Warehouse, Inc.,
Marietta, Ohio, an
automotive parts
wholesaler; President
of Auto Paints Works
Inc., Marietta, Ohio,
a wholesaler/retailer
of auto paint and body
shop supplies; President
of W.D.A., Inc.,
Marietta, Ohio, a real
estate holding company;
Director, Marietta
Ignition, Inc., a
wholesaler/retailer of
automotive parts and
industrial supplies;
Chairman of the Board
of the Company.<F3>
<FN>
<F1> Mr. Evans is also a director of Peoples
Bank, First National and Northwest Territory.
<F2> Mr. Theisen is also a director of Peoples Bank and First
National.
<F3> Also a director of Peoples Bank.
</TABLE>
George W. Broughton, a nominee for election as a director of
the Company, is the son of Carl L. Broughton who currently
serves as a director of the Company. Mr. Broughton has chosen
not to stand for reelection and will cease to serve on April 5,
1994.
The Board of Directors of the Company held a total of
thirteen (13) meetings during the Company's 1993 fiscal year.
Each incumbent director attended 75% or more of the aggregate of
the total number of meetings held by the Board of Directors
during the period he or she served as a director and the total
number of meetings held by all committees of the Board of
Directors on which he or she served during the period he or she
served except Jewell Baker (50%) and Fred R. Price (35%).
The Board of Directors of the Company has an Audit Committee
comprised of Jewell Baker, Dennis D. Blauser, Wilford D. Dimit,
Barton S. Holl, Norman J. Murray, Fred R. Price, James B. Stowe
and Joseph H. Wesel (Mr. Wesel serves as an ex-officio member).
The function of the Audit Committee is to assist the Audit
Department of the Company in the annual review of the loan
portfolio of each subsidiary bank, to review the work schedule
of the Audit Department as to when audits of the subsidiaries
are to be conducted and the adequacy of such audits, to review
the adequacy of the Company's system of internal controls, to
investigate the scope and adequacy of the work of the Company's
independent public accountants, and to recommend to the Board of
Directors a firm of accountants to serve as the Company's
independent public accountants. The Audit Committee met seven
(7) times during the Company's 1993 fiscal year.
The Board of Directors of the Company has a Compensation
Committee comprised of Carl L. Broughton, Norman J. Murray, Paul
T. Theisen and Joseph H. Wesel. The function of the
Compensation Committee is to review and recommend for approval
by the Board of Directors salaries, bonuses, employment
agreements and employee benefit plans for officers and
employees, to supervise the operation of the Company's
compensation plans, to select those eligible employees who may
participate in each plan (where selection is required) and to
prescribe (where permitted under the terms of the plan) the
terms of any stock options granted under any stock option plan
of the Company. The Compensation Committee met one (1) time
during the Company's 1993 fiscal year.
The Board of Directors does not have a standing nominating
committee or committee performing similar functions.
TRANSACTIONS INVOLVING MANAGEMENT
Paul T. Theisen is President and a shareholder in the law firm
of Theisen, Brock, Frye, Erb & Leeper Co., L.P.A. which rendered
legal services to the Company and its subsidiaries during the
Company's 1993 fiscal year and is expected to render legal
services to the Company and its subsidiaries during the
Company's 1994 fiscal year.
During the Company's 1993 fiscal year, its subsidiaries,
Peoples Bank and First National, entered into banking
transactions, in the ordinary course of their respective
businesses, with certain executive officers and directors of the
Company, with members of their immediate families and with
corporations for which directors of the Company serve as
executive officers. It is expected that similar banking
transactions will be entered into in the future. Loans to such
persons have been made on substantially the same terms,
including the interest rate charged and the collateral required,
as those prevailing at the time for comparable transactions with
persons not affiliated with the Company or its subsidiaries.
These loans have been subject to, and are presently subject to,
no more than a normal risk of uncollectibility and present no
other unfavorable features. The aggregate amount of loans to
directors and executive officers of the Company and their
associates as a group at December 31, 1993, was $9,085,162.68.
As of the date hereof, all of such loans are performing loans.
REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933,
as amended, or the Exchange Act that might incorporate future
filings, including this Proxy Statement, in whole or in part,
this Report and the graph set forth on page 19 shall not be
incorporated by reference into any such filings.
In November of 1992, a sub-committee of the Executive
Committee of the Company's Board of Directors was given
additional duties by the Board to act as the Board's
Compensation Committee (the "Committee"). The members of the
Committee are Carl L. Broughton, Norman J. Murray, Paul T.
Theisen and Joseph H. Wesel, none of whom are compensated
executive officers or employees of the Company or its
subsidiaries. Mr. Murray is Chairman of the Board of Peoples
Bank. The Committee is to meet periodically to review and
recommend for approval by the Board of Directors salaries,
bonuses, employment agreements and employee benefits plans for
officers and employees, including executive officers of the
Company. Prior to the establishment of the Committee, the Board
of Directors functioned in the same capacity. The Committee
also supervises the operation of the Company's compensation
plans, selects those eligible employees who may participate in
each plan (where selection is permitted) and prescribes (where
permitted under the terms of the plan) the terms of any stock
options granted under any stock option plan of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as
amended, prohibits a publicly held corporation, such as the
Company, from claiming a deduction on its federal income tax
return for compensation in excess of $1 million paid for a given
fiscal year to the chief executive officer (or person acting in
that capacity) at the close of the corporation's fiscal year and
the four most highly compensated officers of the corporation,
other than the chief executive officer, at the end of the
corporation's fiscal year. The $1 million compensation deduction
limitation does not apply to "performance-based compensation".
The proposed regulations issued by the Internal Revenue Service
under Section 162(m) on December 15, 1993 (the "Proposed IRS
Regulations") set forth a number of provisions which
compensatory plans, such as the Incentive Bonus Plan and the
Company's Stock Option Plan, must contain if the compensation
paid under such plans is to qualify as performance-based for the
purposes of Section 162(m). In order to qualify as
"performance-based" under IRS Regulations, the compensation must
be paid solely on account of the attainment of one or more
performance goals set by a compensation committee comprised
solely of two (2) or more outside directors. The performance
goals must be approved by a majority of shareholders prior to
payment of the remuneration and the compensation committee must
certify to the satisfaction of the goals. Due to the fact that
all executive officers of the Company receive compensation at
levels substantially below the deductibility limit, the
Committee does not propose at this time to present for
shareholder approval performance goals such as those provided in
the Incentive Compensation Plan discussed below. The Committee
will rely from time to time upon advice of the Company's General
Counsel regarding the appropriateness of presenting the
Incentive Bonus Plan, or any similar plan, to Shareholders.
The Committee operates under the principle that the
compensation of executive officers should be directly and
significantly related to the financial performance of the
Company. The compensation philosophy of the Company reflects a
commitment to reward executive officers for performance through
cash compensation and through plans designed to enhance the
long-term commitment of officers and employees to the Company
and its subsidiaries. The cash compensation program for
executive officers consists of two elements, a base salary
component and an incentive component payable under the Incentive
Bonus Plan. The combination of base salary and incentive
compensation is designed to relate total cash compensation
levels to the performance of the Company, its subsidiaries and
the individual executive officer. The salaries of executive
officers of the Company, including Mr. Evans' salary, have
remained without substantial adjustment for a number of years,
except for limited increases reflecting cost of living rises and
special meritorious increases or adjustments reflecting
increased responsibilities and promotions. This philosophy was
reflected in Mr. Evans' 1993 salary, which increased only 4.3%
from the prior year. This adjustment was designed to reflect
cost of living increases. Primary reliance has been placed on
the Incentive Bonus Plan for compensation adjustments.
The Incentive Bonus Plan was established in 1988 for certain
senior officers of the Company and its subsidiaries, including
Mr. Evans and the other executive officers of the Company. The
purpose of the Plan is to base, in part, compensation on the
profit performance of the Company. Each year, in January, the
Committee establishes minimum levels of return on equity and net
income which must be met before any incentive bonus is paid. In
1993 the Incentive Bonus Plan required the attainment of a
minimum return on equity of 10.00% and income growth based on
the highest dollar net income from either the preceding year or
any of the four years prior to 1993 increasing such year by a 5%
compounding factor. If such minimum levels are met, each
officer receives an incentive bonus equal to a predetermined
percentage of salary, based on the amount by which net income
exceeds the minimum level, up to an approximate maximum of 23%
of salary. Consequently, higher net income creates higher
incentive bonuses. The goals set for 1993 were exceeded and Mr.
Evans' incentive bonus was approximately 20.8% of his salary.
The Company's long-term compensation program consists
primarily of stock options granted under the Company's 1993
Stock Option Plan (the "1993 Plan"). The Committee believes
that stock ownership by members of the Company's management and
stock-based performance compensation arrangements are important
in aligning the interests of management with those of
shareholders generally in the enhancement of shareholder value.
Options are granted under the 1993 Plan with an exercise price
equal to the market value of the Company's common shares on the
date of grant. If there is no appreciation in the market value
of the Company's common shares, the options are valueless. The
Committee granted options based upon its subjective
determination of the relative current and future contribution
each officer has or may contribute to the long-term welfare of
the Company.
In order to further enhance Mr. Evans' long-term commitment to
the Company, Peoples Bank entered in a Deferred Compensation
Agreement with him in 1976. Under this Agreement, Mr. Evans
agreed to serve the Bank as an employee until he reaches age 65
or until his earlier retirement, disability or death and agreed
not to engage in activities in competition with Peoples Bank.
The amount of $5,000 is automatically accrued to Mr. Evans'
account upon the completion of each year of service to Peoples
Bank until he reaches normal retirement age.
At various times in the past, the Company has adopted certain
broad-based employee benefit plans in which the Company's
executive officers are permitted to participate on the same
terms as non-executive officer employees who meet applicable
eligibility criteria, subject to legal limitations on the
amounts that may be contributed or the benefits that may be
payable under the plans.
To enhance the long-term commitment of the officers and
employees of the Company and its subsidiaries, the Company
established the Peoples Bancorp Inc. Retirement Savings Plan
(the "Peoples 401(k) Plan") on December 31, 1985. Mr. Evans, as
well as all officers and employees of the Company and its
subsidiaries, may participate in the Peoples 401(k) Plan.
Company matching contributions and participant contributions may
be invested in common shares providing each participant with
motivation toward safe and sound long-term growth of the
Company. Company matching contributions may vary at the
discretion of the Board of Directors.
Submitted by the Compensation Committee of the Company's Board
of Directors:
Carl L. Broughton, Norman J. Murray, Paul T. Theisen and
Joseph H. Wesel.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Carl L. Broughton, who served as Chairman of the Board of the
Company from 1988 to 1990, serves as a member of the
Compensation Committee. Norman J. Murray, Chairman of the Board
of Peoples Bank, also serves as a member of the Compensation
Committee. Paul T. Theisen, who is President and a shareholder
in the law firm of Theisen, Brock, Frye, Erb & Leeper Co.,
L.P.A. which rendered legal services to the Company and its
subsidiaries during the Company's 1993 fiscal year and is
expected to render legal services to the Company and its
subsidiaries during the Company's 1994 fiscal year, also serves
as a member of the Compensation Committee.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary of Cash and Certain Other Compensation
The following table shows for the last three fiscal years, the
cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those
years, to Robert E. Evans, the Chief Executive Officer of the
Company and the only executive officer of the Company whose
total annual salary and bonus for the 1993 fiscal year exceeded
$100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
NAME AND ANNUAL COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS OPTIONS/SAR's COMPENSATION
POSITION YEAR ($)(<F1> ($)<F2> (#)<F3> ($)<F4>
<S> <C> <C> <C> <C> <C>
Robert E. Evans, 1993 $170,000 $32,605 2,000 $7,752
President and 1992 $162,975 $27,000 0 $6,324
Executive Officer 1991 $150,690 $19,546 0 $6,152
of the Company and
of Peoples Bank
<FN>
<F1> "Salary" includes fees received by Mr. Evans for services
rendered during 1993, 1992 and 1991 as a director of the Company
and its subsidiaries in the amounts of $13,500, $12,975 and
$8,850, respectively.
<F2> All bonuses reported were earned by Mr. Evans pursuant to
the Incentive Bonus Plan of Peoples Bank (the "Incentive Bonus
Plan").
<F3> Represents options granted under the Peoples Bancorp Inc.
1993 Stock Option Plan. See the table under "OPTION GRANTS IN
LAST FISCAL YEAR" for more detailed information on such options.
<F4> "All Other Compensation" includes contributions of $2,752,
$1,324 and $1,152 to the Peoples Bancorp Inc. Retirement Savings
Plan (the "Peoples 401(k) Plan") on behalf of Mr. Evans to match
pre-tax elective deferral contributions (included under
"Salary") made by him to the Peoples 401(k) Plan in 1993, 1992
and 1991, respectively. "All Other Compensation" also includes
the amount of $5,000 for each of 1993, 1992 and 1991 which was
accrued for the account of Mr. Evans pursuant to the terms of a
Deferred Compensation Agreement between Mr. Evans and the
Company. See the discussion in "Deferred Compensation
Agreement."
</TABLE>
GRANT OF OPTIONS
The following table sets forth information concerning
individual grants of options made under the Peoples Bancorp Inc.
1993 Stock Option Plan (the "1993 Plan") during the 1993 fiscal
year to the named executive officer. The Company has never
granted stock appreciation rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
% OF REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK
UNDERLYING EMPLOYEES IN EXERCISE APPRECIATION FOR
OPTIONS FISCAL PRICE EXPIRATION OPTION TERM<F2>
NAME GRANTED(#)<F1> YEAR ($/SHARE) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Robert E. Evans 2,000 10.5% $35.00 10/01/03 $44,024 $111,566
<FN>
<F1> The unexercisable portion of the options is forfeited upon
leaving the employ of the Company and its subsidiaries. If Mr.
Evans' employment with the Company and its subsidiaries is
terminated by reason of his retirement under the provisions of
any retirement plan of the Company or any subsidiary or by
reason of permanent disability, the exercisable portion of his
options may be exercised for a period of three months, subject
to the stated term of the options. If Mr. Evans' employment is
terminated by reason of his death while an employee of the
Company and/or a subsidiary, the exercisable portion of his
options may be exercised for a period of one year, subject to
the stated term of the options. If Mr. Evans' employment is
terminated for any other reason, his options will be forfeited.
<F2> The amounts reflected in this table represent certain
assumed rates of appreciation only. Actual realized values, if
any, on option exercises will be dependent on the actual
appreciation of the common shares of the Company over the term
of the options. There can be no assurances that the Potential
Realizable Values reflected in this table will be achieved.<PAGE>
Option Exercises and Holdings
The following table sets forth information with respect to
unexercised options held as of the end of the 1993 fiscal year
by the named executive officer. No options were exercised
during the 1993 fiscal year.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER NUMBER OF VALUE
OF SECURITIES SECURITIES UNDERLYING OF UNEXERCISED
UNDERLYING ($) UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
OPTIONS VALUE FY- END(#) AT FY-END<F1><F2>
NAME EXERCISED REALIZED EXERCISABLE UNEXERCISABLE EXERCIS. UNEXERCIS.
<S> <C> <C> <C> <C> <C> <C>
Robert E.
Evans 0 n/a 2,000 0 $13,500 $0
<FN>
<F1> All values as shown are pre-tax.
<F2> "Value of Unexercised In-the-Money Options at FY-End" is
based upon the fair market value of the Company's common shares
on December 31, 1993 ($41.75) less the exercise price of
in-the-money options at the end of the 1993 fiscal year.
</TABLE>
PENSION PLAN
The following table shows the estimated annual pension
benefits payable upon retirement at age 65 on a lifetime annuity
basis under the Peoples Bancorp Inc. Retirement Plan, a funded,
noncontributory pension plan (the "Pension Plan"), to a covered
participant in specified compensation and years of service
classifications.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
15 20 25 30 35
<S> <C> <C> <C> <C> <C>
Compensation
$125,000 $33,687 $44,916 $56,145 $67,374 $67,374
150,000 40,812 54,416 68,020 81,624 81,624
175,000 47,937 63,916 79,895 95,874 95,874
200,000 55,062 73,416 91,770 110,124 110,124
225,000 62,187 82,916 103,645 124,374 124,374
250,000 65,276 87,035 108,794 130,553 130,553
</TABLE>
Benefits listed in the Pension Plan Table are not subject to
deduction for Social Security benefits or other amounts and are
computed on a lifetime annuity basis.
Monthly benefits upon normal retirement (age 65) are based upon
40% of "average monthly compensation" plus 17% of the excess, if
any, of "average monthly compensation" over "covered
compensation." For purposes of the Pension Plan, "average
monthly compensation" is based upon the monthly compensation
(including regular salary and wages, overtime pay, bonuses and
commissions) of an employee averaged over the five consecutive
credited years of service which produce the highest monthly
average within the last ten years preceding retirement and
"covered compensation" is the average of the 35 years of social
security wage bases prior to social security retirement age
("covered compensation" for Robert E. Evans as of the end of the
1993 fiscal year was $42,000.)
1993 annual compensation, to the extent determinable, for
purposes of the Pension Plan for Mr. Evans was $183,500. As of
the end of 1993 fiscal year, Mr. Evans had 23 credited years of
service.
DEFERRED COMPENSATION AGREEMENTS
On November 18, 1976, Peoples Bank entered into a Deferred
Compensation Agreement with Mr. Evans and an executive officer
since retired. Under this Deferred Compensation Agreement, Mr.
Evans agreed to serve Peoples Bank as an employee until he
reaches age 65 or until his earlier retirement, disability or
death and agreed not to engage in activities in competition with
Peoples Bank. Under this Agreement, Mr. Evans or his
beneficiaries are entitled to receive specified amounts upon Mr.
Evans' retirement, disability or death, which amounts are
payable monthly for ten years (with interest) or in one lump sum
at the election of Peoples Bank. The principal amount payable
to Mr. Evans is based upon the sum of the amount accrued for his
account during his years of employment with Peoples Bank.
During the Company's 1993 fiscal year, the amount of $5,000 was
accrued for Mr. Evans' account pursuant to his Deferred
Compensation Agreement and as of December 31, 1993, a total of
$100,000 had been accrued to his account. The amount of $5,000
will be accrued to Mr. Evans' account upon the completion of
each year of service to Peoples Bank until he reaches normal
retirement age.
DIRECTORS COMPENSATION
Each director of the Company receives $250 per calendar
quarter and $250 for each meeting attended.
Effective January 1, 1991, the Company established the Peoples
Bancorp Inc. Deferred Compensation Plan for Directors (the
"Directors Deferred Compensation Plan"). Voluntary
participation in the Directors Deferred Compensation Plan
enables a director of the Company, or of one of its
subsidiaries, to defer all or a part of his or her director's
fees, including federal income tax thereon. Such deferred fees
earn interest as provided in the Directors Deferred Compensation
Plan. Distribution of the deferred funds is paid in a lump sum
or annual installments beginning in the first year in which the
person is no longer a director.
Directors, other than those employed by the Company (the
"Non-Employee Directors"), are automatically granted options on
the date they are first elected or appointed as a director of
the Company to purchase 550 common shares at an option price
equal to 100% of the fair market value of the common shares on
the date of grant. In addition, every other year at the Board
meeting immediately following the annual shareholders meeting,
commencing in 1993, all Non-Employee Directors then serving on
the Board of Directors, other than a Non-Employee Director who
was first elected as a director at such annual shareholders
meeting or first appointed as a director at the Board meeting
immediately following such annual shareholders meeting will
receive an automatic grant of options to purchase 550 common
shares; provided that the number of common shares subject to
options granted to Non-Employee Directors who have not served a
full two years on the Board will be prorated such that those
Non-Employee Directors will receive options to purchase only a
percentage of 550 common shares commensurate with the actual
portion of the two years that such Non-Employee Directors served
on the Board. Options granted to Non-Employee Directors have
terms of ten years and become exercisable with respect to 20% of
the common shares subject thereto on the date of grant and 20%
on each of the first, second, third and fourth anniversaries of
the date of grant. If a Non-Employee Director ceases to be a
director for reasons other than his or her death, the options
may be exercised for a period of three months, subject to the
term of the options. If a Non-Employee Director ceases to be a
director by reason of his or her death, the options may be
exercised for a period of one year, subject to the term of the
options.
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change
in the Company's cumulative total shareholder return (as
measured by dividing (i) the sum of (A) the cumulative amount of
dividends for the measurement period, assuming dividend
reinvestment, and (B) the difference between the price of the
Company's common shares at the end and the beginning of the
measurement period; by (ii) the price of the Company's common
shares at the beginning of the measurement period) against the
cumulative return for an index for NASDAQ Stock Market (U.S.
Companies) comprised of all domestic common shares traded on the
NASDAQ National Market System and the NASDAQ Small-Cap Market
and an index for NASDAQ Bank Stocks comprised of all depository
institutions (SIC Code #602) and depository institutions holding
companies (SIC Code #671) that are traded on the NASDAQ National
Market System and the NASDAQ Small-Cap Market ("NASDAQ Bank
Stocks"), for the five-year period ended December 31, 1993.
PLEASE SEE FORM SE FOR PERFORMANCE GRAPH IN PAPER FORM
DELIVERED TO THE SEC ON MARCH 7, 1994
PROPOSED AMENDMENT OF AMENDED ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED NUMBER OF COMMON SHARES
(Item 2 on Proxy)
The Amended Articles of Incorporation (the "Amended Articles")
of the Company presently authorize 4,000,000 shares, all of
which are common shares, without par value. The Company's Board
of Directors unanimously adopted a resolution proposing and
declaring it advisable that Article FOURTH of the Company's
Amended Articles be amended in order to increase the authorized
number of shares of the Company to 6,000,000 shares, all of
which will be common shares, without par value, and recommending
to the shareholders of the Company the approval of the proposed
amendment. Of the Company's presently authorized 4,000,000
common shares, 1,457,432 were outstanding as of February 15,
1994, 110,000 common shares were reserved for issuance upon the
exercise of options granted and to be granted under the
Company's 1993 Plan and 2,432,568 were available for issuance.
In addition, common shares may be acquired by participants in
the Peoples 401(k) Plan if they direct that their contributions
and Company matching contributions under the Peoples 401(k) Plan
be invested in the investment fund consisting of common shares.
The proposed increase in the authorized number of common
shares of the Company would be accomplished by amending Article
FOURTH of the Company's Amended Articles to read as follows:
FOURTH: The authorized number of shares of the Corporation
shall be 6,000,000, all of which shall be common shares, each
without par value.
The Board of Directors believes that it is desirable and in
the best interests of the Company and its shareholders to
increase the number of common shares that the Company is
authorized to issue in order to ensure that the Company will
have a sufficient number of authorized common shares available
in the future to provide it with the desired flexibility to meet
its business needs. If this proposal is approved by the
shareholders, the additional common shares could be available
for a variety of corporate purposes, including, for example, the
declaration and payment of share dividends to the Company's
shareholders; share splits; use in the financing of expansion or
future acquisitions; issuance pursuant to a dividend
reinvestment plan; issuance pursuant to the terms of employee
stock option plans and other employee benefit plans, including
the Peoples 401(k) Plan and the 1993 Plan; and use in other
possible future transactions of a currently undetermined nature.
If the proposed amendment is adopted, the Company would be
permitted to issue the additional authorized common shares
without further shareholder approval, except to the extent
otherwise required by the Company's Amended Articles, by law or
by NASDAQ or any securities exchange on which the common shares
may be listed at the time (the common shares are currently
reported on the NASDAQ National Market System). The
authorization of additional common shares will enable the
Company, as the need may arise, to take timely advantage of
market conditions and the availability of favorable
opportunities without the delay and expense associated with the
holding of a special meeting of its shareholders. It is the
belief of the Board of Directors that the delay necessary for
shareholder approval of a specific issuance could be to the
detriment of the Company and its shareholders. The Board of
Directors does not intend to issue any common shares except on
terms which the Board deems to be in the best interests of the
Company and its shareholders. Existing shareholders of the
Company will have no pre-emptive rights to purchase any common
shares issued in the future. Depending on the terms thereof,
the issuance of the common shares may or may not have a dilutive
effect on the Company's then-existing shareholders.
From time to time the Company's Board of Directors has
declared a share split with respect to the Company's outstanding
common shares. As of the date hereof, the Board has not yet
determined to declare such a share split. If the Board of
Directors should authorize at a future date such a share split,
the issuance of the common shares pursuant to the share split
will not have a dilutive effect on the equity interest of the
Company's existing shareholders. Shareholders of the Company
should understand that they are not being asked to approve or
disapprove a proposed share split. A vote in favor of the
proposal to adopt the amendment to Article FOURTH of the Amended
Articles should not be deemed to be a vote to approve a share
split. If the proposed amendment is not approved by the
shareholders, the Company anticipates that share splits will
still take place from time to time notwithstanding the
disapproval.
The Board of Directors of the Company is considering the
adoption of a dividend reinvestment plan (a "DRIP") pursuant to
which common shares of the Company may be issued; however, the
terms under which such a DRIP would be operated have not been
determined. The issuance of common shares pursuant to the DRIP
may or may not have a dilutive effect on the equity interest of
the Company's then-existing shareholders, depending on the terms
thereof. Shareholders of the Company should understand that
they are not being asked to approve or disapprove the adoption
of a DRIP. A vote in favor of the proposal to adopt the
amendment to Article FOURTH of the Amended Articles should not
be deemed to be a vote to approve the DRIP. If the proposed
amendment is not approved by the shareholders, the Company
anticipates that the DRIP will still be adopted.
Other than the common shares which would be acquired as a
result of a share split, the common shares which may be acquired
pursuant to the Peoples 401(k) Plan, the 110,000 common shares
which may be issued under the 1993 Plan and the common shares
which may be issued if a DRIP is adopted by the Board of
Directors, the Company presently has no plans, agreements or
understandings to issue any of the newly authorized common
shares.
Although the Company has no such intentions, the proposed
increase in the authorized and unissued common shares might be
considered as having the effect of discouraging an attempt by
another person or entity, through the acquisition of a
substantial number of common shares, to acquire control of the
Company with a view to imposing a merger, sale of all or any
part of its assets, or a similar transaction, since the issuance
of new common shares, in a public or private sale, merger or
similar transaction, could be used to dilute the share ownership
of a person or entity seeking to obtain control of the Company.
Furthermore, since Article SEVENTH of the Amended Articles
requires, if three members of the Board of Directors of the
Company votes against the approval of such amendments or
transactions, the affirmative vote of holders of shares
entitling them to exercise not less than 75% of the voting power
of the Company to: (i) adopt amendments to the Amended Articles
or the Regulations of the Company (including the provisions of
the Amended Articles and the Regulations pertaining to the right
of a shareholder to nominate an individual for election as a
director of the Company, the number of directors, the right of
shareholders to remove directors from office and fill vacancies
in the Board of Directors, or the classified Board); (ii) adopt
any proposal to fix or change the number of directors of the
Company by action of the shareholders; or (iii) adopt mergers,
consolidations, a proposal to sell, lease, exchange, transfer or
otherwise dispose of all or substantially all of the Company's
property or assets, combinations or majority share acquisitions
involving the issuance of common shares and requiring
shareholder approval, and a proposal to dissolve the Company;
the Board could (within the limits imposed by Ohio law) issue
new common shares to purchasers who, together with other
shareholders of the Company, might block such a 75% vote.
The Board has no present knowledge of any present or past
efforts to gain control of the Company and has not received any
indication from any party that such party is interested in
acquiring the Company. As of February 15, 1994, the Company's
executive officers and directors, their respective associates
and the Trust Department of Peoples Bank held approximately
22.2% of the Company's common shares and corresponding voting
power.
The Company's Amended Articles and Regulations contain other
provisions which could potentially make a change of control of
the Company more difficult. These include (a) the
classification of the Board of Directors of the Company into
three classes of directors so that each director serves for
three years, with one class being elected each year; (b) the
requirement that shareholder nominations for election to the
Board of Directors be made in writing and delivered or mailed to
the Secretary of the Company within the time frames specified in
the Company's Regulations; and (c) the requirement that holders
of shares entitling them to exercise not less than 75% of the
voting power of the Company vote in favor of the removal of a
director from office and that such removal only be for cause.
UNDER ARTICLE SEVENTH OF THE AMENDED ARTICLES, THE AFFIRMATIVE
VOTE OF THE HOLDERS OF SHARES ENTITLING THEM TO EXERCISE NOT
LESS THAN A MAJORITY OF THE VOTING POWER OF THE COMPANY IS
REQUIRED TO ADOPT THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF
THE COMPANY'S AMENDED ARTICLES. Under Ohio law and the
Company's Regulations, abstentions and broker non-votes are
counted as present; the effect of an abstention or a broker
non-vote on the proposal is the same as a "no" vote. If the
amendment is approved, it will become effective upon the filing
of a Certificate of Amendment to the Company's Amended Articles
with the Ohio Secretary of State, which is expected to be
accomplished as promptly as practicable after such approval is
obtained.
The Board of Directors recommends that the shareholders vote
FOR the proposed amendment to Article FOURTH of the Company's
Amended Articles.
Unless otherwise directed, the persons named in the enclosed
proxy will vote the common shares represented by all proxies
received prior to the Annual Meeting, and not properly revoked,
in favor of the proposed amendment to Article FOURTH.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Any qualified shareholder who desires to present a proposal
for consideration at the 1995 Annual Meeting of Shareholders
must submit the proposal in writing to the Company. If the
proposal is received by the Company on or before November 15,
1994 and otherwise meets the requirements of applicable state
and federal law, it will be included in the proxy statement and
form of proxy of the Company relating to its 1995 Annual Meeting
of Shareholders.
NOTIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company appointed the accounting
firm of Coopers & Lybrand to serve as independent public
accountants of the Company for the 1993 fiscal year. The firm
has served as independent public accountants for the Company
since 1980. Accountants for the 1994 fiscal year have not been
selected. The Board of Directors has historically appointed
accountants at the meeting held immediately following the Annual
Meeting and intends to do so this year.
The Board of Directors expects that representatives of Coopers
& Lybrand will be present at the Annual Meeting, will have the
opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
knows of no other business to be presented for action by the
shareholders at the 1994 Annual Meeting of Shareholders other
than as set forth in this Proxy Statement. However, if any
other matter is properly presented at the Annual Meeting, or at
any adjournment or adjournments thereof, it is intended that the
persons named in the enclosed proxy may vote the common shares
represented by such proxy on such matters in accordance with
their best judgment in light of the conditions then prevailing.
It is important that proxies be voted and returned promptly;
therefore, shareholders who do not expect to attend the Annual
Meeting in person are urged to fill in, sign and return the
enclosed proxy in the self-addressed envelope furnished herewith.
By Order of the Board of Directors
Robert E. Evans, President and Chief Executive Officer
Signature
March 7, 1994
[TEXT]
PEOPLES BANCORP INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 5, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of common shares of Peoples Bancorp
Inc. (the "Company") hereby constitutes and appoints Robert E.
Evans and Joseph H. Wesel, or either of them, the Proxy or
Proxies of the undersigned, with full power of substitution, to
attend the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on Tuesday, April 5, 1994, in the
Conference Room of The Peoples Banking and Trust Company, 235
Second Street, Marietta, Ohio, at 10:00 a.m., local time, and
any adjournment or adjournments thereof, and to vote all of the
common shares of the Company which the undersigned is entitled
to vote at such Annual Meeting or at any adjournment or
adjournments thereof:
To elect four directors to serve for terms of three years each.
o FOR election as directors o WITHHOLD AUTHORITY
of the Company of all of to vote for all of
the nominees listed below the nominees listed
(except as marked to the below.
contrary below).*
George W. Broughton Wilford D. Dimit
Barton S. Holl James B. Stowe
*(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
above.)
To adopt the proposed amendment to Article FOURTH of the
Company's Amended Articles of Incorporation increasing the
authorized number of shares of the Company from 4,000,000 shares
to 6,000,000 shares, all of which will be common shares, without
par value.
o FOR o AGAINST o ABSTAIN
In their discretion, the Proxies are authorized to vote upon
such other matters (none known at the time of solicitation of
this proxy) as may properly come before the Annual Meeting or
any adjournment or adjournments thereof.
(Continued, and to be executed and dated on the reverse side.)
(Continued from other side.)
WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS
SPECIFIED. IF NO CHOICE IS INDICATED, THE COMMON SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY AND
FOR PROPOSAL NO. 2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE
PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
All proxies previously given or executed by the undersigned are
hereby revoked. The undersigned acknowledges receipt of the
accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement for the April 5, 1994 meeting and the Annual Report of
the Company for the fiscal year ended December 31, 1993.
Dated:_______________, 1994
_________________________________
Signature of Shareholder(s)
_________________________________
Signature of Shareholder(s)
Please sign exactly as your name appears hereon. When common
shares are registered in two names, both shareholders must sign.
When signing as executor, administrator, trustee, guardian,
attorney or agent, please give full title as such. If
shareholder is a corporation, please sign in full corporate name
by President or other authorized officer. If shareholder is a
partnership, please sign in partnership name by authorized
person. (Please note any change of address on this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF PEOPLES BANCORP INC.
PLEASE FILL IN, DATE, SIGN AND RETURN IT PROMPTLY
USING THE ENCLOSED ENVELOPE.
