As filed with the Securities and Exchange Commission on June 7, 1994
Registration No. 33-54003
REGISTRATION NO. 33-54003
RULE 424(b)(3)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Peoples Bancorp Inc.
(Exact name of Registrant as specified in its charter)
Ohio 31-0987416
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street
P.O. Box 738
Marietta, Ohio 45750-0738
(614) 373-3155
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
With a copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease
138 Putnam Street 52 East Gay Street
P.O. Box 738 P.O. Box 1008
Marietta, Ohio 45750-0738 Columbus, Ohio 43216-1008
(614) 373-3155 (614) 464-5607
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: June 24, 1994
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. [ ]
Page 1 of 57 Pages.
Index to Exhibits at Page II-14 (Page 33 as sequentially
numbered.)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
each class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share<F1> offering price<F1> fee
<S> <C> <C> <C> <C>
Common Shares, 500,000 $22.50 $11,250,000 $3,880
without par
value
<FN>
<F1> Estimated solely for the purpose of calculating the
aggregate offering price and the registration fee pursuant to
Rule 457(c) promulgated under the Securities Act of 1933, as
amended, and computed on the basis of $22.50, which price is the
average of the high and low sales prices of the Common Shares as
reported on the NASDAQ National Market System on June 2, 1994.
</TABLE>
PROSPECTUS
PEOPLES BANCORP INC.
138 Putnam Street
Marietta, Ohio 45750
(614) 373-3155
DIVIDEND REINVESTMENT PLAN
500,000 COMMON SHARES
(without par value)
This Prospectus describes the Dividend Reinvestment Plan (the
"Plan") of Peoples Bancorp Inc. (the "Company") under which the
Company's common shares, without par value (the "Common
Shares"), will be purchased by the Plan for participants with
automatically reinvested dividends.
The Plan provides an economical and convenient method for the
holders of the Company's Common Shares to purchase additional
Common Shares at market price and without the usual payment of a
brokerage commission or service charge. The Plan does not
represent a change in the Company's dividend policy or a
guarantee of future dividends. Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends,
as declared, in the usual manner.
The Company has authorized the issuance of, and this Prospectus
relates to, 500,000 of the Company's authorized and unissued
Common Shares registered for purchase under the Plan. The
Company reserves the right to suspend, modify or terminate the
Plan at any time. It is suggested that this Prospectus be
retained for future reference.
* * * * * * * * * * * * * * * *
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
* * * * * * * * * * * * * * * *
The date of this Prospectus is June 7, 1994
[Inside Front Cover Page of Prospectus]
THE COMPANY
The Company is an Ohio general for-profit corporation with its
corporate headquarters in Marietta, Ohio and is a bank holding
company under the Bank Holding Company Act of 1956, as amended.
Its principal activity is owning and operating its wholly-owned
subsidiaries, The Peoples Banking and Trust Company, an Ohio
state-chartered bank ("Peoples Bank"), The First National Bank
of Southeastern Ohio, a national bank ("First National Bank"),
and The Northwest Territory Life Insurance Company, an Arizona
reinsurance company ("Northwest Territory"). Both Peoples Bank
and First National Bank are engaged in the business of
commercial banking. Northwest Territory reinsures credit life
and disability insurance issued to customers of Peoples Bank and
First National Bank by another insurance company.
This Prospectus relates to authorized and unissued Common
Shares offered by the Company pursuant to the Plan.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates, concerning
directors and officers, their compensation and any material
interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the
Company and filed with the Commission. Such reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and should be available for inspection and copying at the
Commission's Regional Offices at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661; and Suite 1300, 7 World Trade
Center, New York, New York 10048. Copies can be obtained by
mail from the Commission at prescribed rates. Requests should
be directed to the Commission's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with
respect to the Common Shares offered hereby. This Prospectus
does not contain all the information set forth in the
Registration Statement, certain items of which have been omitted
in accordance with the rules and regulations of the Commission.
The omitted information may be inspected and copied, at
prescribed rates, atthe public reference facilities maintained
by the Commission at the addresses set forth above. For further
information with respect to the Company and the Common Shares,
reference is made to the Registration Statement, including the
exhibits thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and all other reports filed with the
Commission pursuant to the requirements of Section 13(a) or
Section 15(d) of the Exchange Act since that date; and (2) the
description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-B (File No. 0-16772)
filed with the Commission on July 20, 1993, as updated in any
amendment or report filed by the Company for the purpose of
updating such description.
All documents subsequently filed by the Company after the date
of this Prospectus pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of this
offering will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
will be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will
not, except as so modified or superseded, constitute a part of
this Prospectus.
The Company will provide, without charge, to any person to whom
a copy of this Prospectus is delivered, including any beneficial
owner, upon written or oral request, a copy of any and all of
the information that has been incorporated by reference in this
Prospectus, other than exhibits. Requests should be made in
writing to the Secretary of Peoples Bancorp Inc., 138 Putnam
Street, Marietta, Ohio 45750, or by telephone at (614) 373-3155.
DESCRIPTION OF THE PEOPLES BANCORP INC.
DIVIDEND REINVESTMENT PLAN
The following is a statement of the provisions of the Peoples
Bancorp Inc. Dividend Reinvestment Plan (the "Plan") for
shareholders of the Company. Information contained in the
section entitled "DESCRIPTION OF THE PEOPLES BANCORP INC.
DIVIDEND REINVESTMENT PLAN" on page 3 through and including the
information contained in the section entitled "EXPERTS" on page 15
both explainand constitute the Plan, which was adopted by
action of the Company's Board of Directors on March 24, 1994.
PURPOSE OF THE PLAN
The Plan offers holders of Common Shares a systematic method of
investing their cash dividends in Common Shares without the
payment of any brokerage commission, service charge or other
expense. Because it is anticipated that most of the Common
Shares will be purchased from the Company, the Plan will also
provide the Company with a means of raising new capital.
Advantages to the Participant
A participant in the Plan who authorizes reinvestment of
dividends will have the cash dividends, or any designated
percentage of the cash dividends, on all Common Shares held in
his or her name and all of the cash dividends on the Common
Shares in the Plan automatically reinvested in Common Shares at
market price. See "PURCHASES." There are no brokerage
commissions or service charges for purchases under the Plan.
Full investment of funds is possible because the Plan permits
fractions of Common Shares, as well as full Common Shares, to be
credited to accounts. In addition, dividends in respect of such
fractions, as well as on full Common Shares, will be paid. A
statement of account will be mailed to each participant
following each investment for his or her account pursuant to the
terms of the Plan. See "REPORTS TO PARTICIPANTS."
The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends, which will depend
upon the Company's earnings, financial requirements and other
factors.
ADMINISTRATION
Registrar and Transfer Company Will Administer the Plan
Registrar and Transfer Company, the Company's registrar and
transfer agent ("R&T"), will administer the Plan, keep records,
send statements of account to participants and perform other
duties relating to the Plan. It is anticipated that most of the
Common Shares purchased pursuant to the Plan will be purchased
from the Company from Common Shares that are authorized but
unissued. Common Shares purchased other than from the Company
will be purchased by agents independent of the Company. All
Common Shares purchased pursuant to the Plan, from the Company
or otherwise, will be credited to the accounts of the Plan
participants by R&T.
ELIGIBILITY
Record Holders May Participate
All holders of record of Common Shares of the Company are
eligible to participate in the Plan. The Company reserves the
right to deny participation in the Plan to any shareholder who
resides in a jurisdiction having laws or regulations that impose
conditions upon the Plan which are unacceptable to the Company,
or who fails to provide documentation acceptable to the Company
of his or her state of residence. Consequently, the Plan may
not be available to shareholders who live in certain states or
countries. A shareholder of record who wishes to participate in
the Plan must certify as to his or her state and country of
residence on the Shareholder Enrollment Card and agree to notify
R&T if such state or country of residence changes.
PARTICIPATION BY SHAREHOLDERS
Eligible Shareholders Must Enroll
An eligible shareholder may join the Plan by completing and
signing a Shareholder Enrollment Card and returning it to R&T.
A Shareholder Enrollment Card and a postage-paid return envelope
may be obtained at any time by writing to:
Registrar and Transfer Company
P.O. Box 1010
Cranford, New Jersey 07016
Attention: DRP Department
Participation Begins Upon Receipt of Shareholder Enrollment Card
Record dates for determining the holders of Common Shares
entitled to receive dividends declared on Common Shares
("Dividend Record Dates") are chosen from time to time by the
Company's Board of Directors and are customarily in the months
of March, June, September and December. Dividend Record Dates
will vary from time to time, and may be chosen in months other
than March, June, September and December. An eligible
shareholder may join the Plan at any time. If a Shareholder
Enrollment Card is received by R&T at least five business days
prior to a Dividend Record Date, the next
dividend paid will be used, pursuant to the Plan, to buy Common
Shares. If a Shareholder Enrollment Card is received fewer than
five business days prior to the Dividend Record Date,
that dividend will be paid in cash and participation in
the Plan will begin with the subsequent cash dividend payment.
Notwithstanding the foregoing, the Company reserves the right to
delay participation in the Plan by any shareholder whenever the
Company deems such delay necessary for purposes of compliance
with applicable securities laws.
The Shareholder Enrollment Card enrolls the participant in the
Plan and directs that all, or a designated percentage, of
dividends on the Common Shares registered in the participant's
name be reinvested in Common Shares. When reinvestment of cash
dividends is authorized, the Plan authorizes automatic
reinvestment of 100% of the dividends on the Common Shares held
in the Plan.
Less than 100% of Dividends May Be Reinvested
Eligible shareholders have the option under the Plan to
reinvest automatically all, or any lesser percentage, of the
cash dividends on Common Shares registered in their names. The
percentage of participation desired should be specified on the
Shareholder Enrollment Card. Once the percentage of cash
dividends to be reinvested has been selected, that percentage
will remain in effect until the election is changed. Therefore,
any increase or decrease in the number of Common Shares
registered in a participant's name will result in an increase or
decrease in the amount of dividends reinvested under the Plan,
unless the election is changed accordingly.
Presently Registered Common Shares May Be Deposited into the Plan
Shareholders can deposit Common Shares presently registered in
their names into the Plan if they have elected full dividend
reinvestment on the Shareholder Enrollment Card. Depositing
Common Shares with the Plan will enable shareholders to receive
one statement showing their total ownership of the Company's
Common Shares and eliminate any expense or inconvenience related
to safekeeping their Common Shares in certificate form. In
order to deposit Common Shares with the Plan, a shareholder must
complete and execute the stock transfer instructions on the
reverse of each share certificate and deliver the certificate
with a written request for R&T to deposit the Common Shares in
the Plan. This request must be sent to:
Registrar and Transfer Company
P.O. Box 1010
Cranford, New Jersey 07016
Attention: DRP Department
Shareholders May Change Their Election
Shareholders may, at any time, change their election as to the
percentage of dividends from Common Shares registered in their
names which they wish to have reinvested under the Plan. To do
so, a new Shareholder Enrollment Card must be completed and
returned to R&T. Any change of election concerning the
reinvestment of dividends must be received by R&T at least five
business days prior to a Dividend Record Date to be
paid to be effective for the related dividend.
PURCHASES
Dividends Will Be Automatically Reinvested
Cash dividends on full Common Shares, and any fraction of a
Common Share, credited to each Plan account will be reinvested
automatically in full under the Plan in additional Common
Shares. The additional Common Shares will be credited to each
account.
Price of Common Shares Purchased Under the Plan
The price of all Common Shares purchased with reinvested
dividends, whether made available by the Company or purchased in
the open market, will be based on the prices of the Common
Shares reported on the NASDAQ National Market System. The price
of Common Shares purchased from the Company under the Plan with
reinvested dividends will be the current market price, which
will be the average of the closing sales prices reported on the
NASDAQ National Market System on the five business days
immediately preceding the dividend payment date for which such
prices have been reported. The price of Common Shares purchased
in the open market will be the average purchase price of such
Common Shares. Common Shares purchased other than from the
Company pursuant to the Plan will be purchased by agents
independent of the Company and its affiliates. Neither the
Company nor any of its affiliates will exercise any direct or
indirect control or influence over the times when, the prices at
which, or the manner in which, such Common Shares will be
purchased.
Date of Purchase of Common Shares
For Common Shares to be purchased from the Company, R&T will
purchase Common Shares for the Plan on the dividend payment
date. Common Shares purchased other than from the Company
pursuant to the Plan will be purchased by agents independent of
the Company and its affiliates. Neither the Company nor any of
its affiliates will exercise any direct or indirect control or
influence over the times when, the prices at which, or the
manner in which, such Common Shares will be purchased.
Number of Common Shares Purchased for Each Participant
The number of Common Shares that will be purchased from a
participant's dividends will depend on the amount of those
dividends and the applicable purchase price of the Common
Shares. A participant's account will be credited with the
number of Common Shares (including any fractional share computed
to five significant figures) that results from dividing the
amount of dividends to be invested by the applicable purchase
price.
COSTS
Absence of Brokerage Commissions or Service Charges on Purchase
Participants will incur no brokerage commissions or service
charges for Common Shares purchased under the Plan.
Sale by a Participant of Common Shares Held in Account
A participant may request in writing that any or all Common
Shares credited to his or her account in the Plan be sold on the
open market. Any such request must be signed by the participant
with his or her signature guaranteed by any bank's officer and
mailed to:
Registrar and Transfer Company
P.O. Box 1010
Cranford, New Jersey 07016
Attn: DRP Department
Upon receipt of the written request of a participant, R&T will
sell on the open market the number of whole Common Shares
designated for sale in the written request. A participant who
instructs R&T to sell his or her Common Shares on the open
market will pay all brokerage fees, if any, which will be
deducted from the proceeds of the sale by R&T. It is
anticipated that such brokerage fees will total approximately 5%
to 10% of the aggregate price of the Common Shares sold,
depending upon the number of Common Shares sold. Cash payments
for fractional Common Shares will be paid to the participant by
R&T based on the selling price of the whole Common Shares. No
brokerage fees or other charges will be deducted from cash
payments to be made with respect to fractional Common Shares.
In addition, if the Company or R&T on behalf of the Plan
purchases from a participant in the Plan any of the Common
Shares credited to the account of such participant, no brokerage
fees or other charges will be payable by such participant.
REPORTS TO PARTICIPANTS
After each investment for a participant's account, R&T will
mail to the participant a statement showing the amount invested,
the purchase price, the number of Common Shares purchased and
other similar information for the year to date. These
statements are the participant's record of the costs of
purchases of Common Shares made for the participant's account
and should be retained for income tax and other purposes. In
addition, participants will receive copies of the same
communications sent to all other holders of Common Shares,
including the Company's quarterly reports and
annual reports to shareholders, notices of meetings of
shareholders, proxy statements and Internal Revenue Service
information for reporting dividend income received.
CERTIFICATES FOR COMMON SHARES
The number of Common Shares credited to a participant's account
under the Plan will be shown on the participant's statement.
Certificates for Common Shares purchased through the Plan will
not be issued to the participant as a matter of course.
However, certificates for any number of whole Common Shares
credited to a participant's account under the Plan will be
issued at any time upon the participant's written request to:
Registrar and Transfer Company
P.O. Box 1010
Cranford, New Jersey 07016
Attn: DRP Department
Any remaining whole Common Shares and fractions of a Common
Share will continue to be held in the participant's account.
Certificates for fractions of Common Shares will not be issued
under any circumstances.
Common Shares credited to the account of a participant under
the Plan may not be pledged. A participant who wishes to pledge
his or her Common Shares must request that certificates for the
Common Shares be issued in the participant's name as described
above.
PARTICIPANT'S WITHDRAWAL FROM THE PLAN
A participant must notify R&T in writing in order to withdraw
from the Plan. This notice must be mailed to:
Registrar and Transfer Company
P.O. Box 1010
Cranford, New Jersey 07016
Attn: DRP Department
To be effective on any given dividend payment date, a
participant's withdrawal notice must be received at least five
business days prior to the related Dividend Record Date. If a notice
of withdrawal is received fewer than five business days prior to
the Dividend Record Date, such notice may not become effective until
such dividend is invested and the Common Shares purchased are credited
to the participant's account under the Plan.
Upon withdrawal from the Plan, or upon termination of the Plan
by the Company, a certificate for the total number of whole
Common Shares credited to a participant's account under the Plan
will be delivered to the participant and cash payment will be
made for any fraction of a Common Share. Cash payments for
fractional Common Shares under the Plan will be based on the
current market price which will be the average of the high and
low prices of the Common Shares reported on the NASDAQ National
Market System on the date the written withdrawal request is
received by R&T. No brokerage fees or other charges will be
deducted from cash payments to be made with respect to
fractional Common Shares. Upon withdrawal from the Plan, a
participant may request that all Common Shares, both whole and
fractional, credited to his or her account in the Plan, be sold
for the participant's account on the open market. See "COSTS."
A participant who withdraws from the Plan may again become a
participant at any time as long as he or she is then an eligible
shareholder. See "ELIGIBILITY."
DISPOSITION OF COMMON SHARES
If a participant disposes of all Common Shares registered in
his or her name, R&T will continue to reinvest the dividends on
the Common Shares credited to his or her account under the Plan
until otherwise notified in writing. However, if a participant
then holds less than one full Common Share in the Plan, his or
her participation in the Plan will be automatically terminated
and R&T will make a cash payment to the participant for the
remaining fractional Common Share. The payment price will be
calculated as described in "PARTICIPANT'S WITHDRAWAL FROM THE
PLAN."
STOCK DIVIDENDS, STOCK SPLITS AND SUBSCRIPTION RIGHTS
For Common Shares held in the Plan, any stock dividends or
splits (including fractional Common Shares) will be credited to
the participant's account. Stock dividends or splits
distributed on all other Common Shares will be mailed directly
to the shareholders or their nominees. In the event the Company
makes available to its shareholders rights to subscribe to
additional Common Shares, debentures or other securities, the
full Common Shares held for a participant under the Plan will be
added to other Common Shares held by the participant in
calculating the number of rights to be offered such participant.
VOTING OF COMMON SHARES IN THE PLAN
Any Common Shares held in the Plan for a participant will be
voted as the participant directs. For each meeting of
shareholders, a participant will receive a proxy card which will
enable the participant to vote all the Common Shares registered
in the participant's name or held for the participant's account
under the Plan, including fractions of a Common Share calculated
to five significant figures.
RESPONSIBILITY OF R&T AND THE COMPANY
The Company and R&T, in administering the Plan, will not be
liable for any act performed in good faith or for any good faith
omission to act, including, without limitation, any claim of
liability (a) arising out of the failure to terminate a
participant's account upon such participant's death before R&T's
actual receipt of a notice in writing of such death from a
person authorized to give such notice and (b) with respect to
the prices at which Common Shares are purchased or sold for a
participant's account and the times when such purchases or sales
are made.
All transactions in connection with the Plan will be governed
by the laws of the State of Ohio.
THE COMPANY CANNOT ASSURE PARTICIPANTS OF A PROFIT OR PROTECT
THEM AGAINST A LOSS ON COMMON SHARES PURCHASED UNDER THE PLAN.
FEDERAL INCOME TAX CONSEQUENCES
Participants will be treated for federal income tax purposes as
having received, on the dividend payment date, the full amount
of the dividend in cash. In addition, the Internal Revenue
Service has ruled that the amount of brokerage commissions paid
by the Company on a participant's behalf is to be treated as a
distribution to the participant which is subject to income tax
in the same manner as dividends. Those amounts will be shown on
R&T's regular reports to participants and will be supplied, for
federal income tax reporting purposes, on the Form 1099 DIV
delivered to participants each year. The sum of those amounts
becomes the participant's cost basis for those Common Shares.
The participant's holding period for Common Shares acquired
pursuant to the Plan will begin on the day following the
purchase of such Common Shares.
Participants will not realize any taxable income when they
receive certificates for whole Common Shares credited to Plan
accounts, either upon request for certain of those Common Shares
or upon termination of a shareholder's participation in,
ortermination of, the Plan. Participants will realize gain or
loss when they sell or exchange those Common Shares. The amount
of such gain or loss will be the difference between the amount
received for the Common Shares and the cost basis thereof.
Participants are urged to consult their tax advisors as to the
tax consequences of receiving a cash adjustment for a fractional
Common Share credited to their account upon termination of their
participation in, or termination of, the Plan.
Reinvested dividends are not subject to withholding unless (a)
the participant or the participant's broker fails to give the
participant's Social Security or Tax Identification Number to
R&T, (b) the Internal Revenue Service notifies R&T that the
participant is subject to tax withholding, or (c) the
participant fails to certify, under penalties of perjury, that
the participant is not subject to backup withholding if such
certification is required.
If a participant is a shareholder whose dividends are subject
to tax withholding, R&T will apply toward the purchase of Common
Shares an amount equal to the dividends being reinvested less
the amount of tax required to be withheld. The participant's
statement of account will indicate the amount of tax withheld.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR
TAX CONSEQUENCES THAT MAY RESULT FROM PARTICIPATION IN THE PLAN
AND THE SUBSEQUENT DISPOSAL OF COMMON SHARES PURCHASED PURSUANT
TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL,
STATE, LOCAL AND OTHER TAX LAWS.
MODIFICATION OF THE PLAN
The Company reserves the right to modify, suspend or terminate
the Plan at any time. All participants will receive notice of
any such action. Any such modification, suspension or
termination will not affect previously executed transactions.
The Company also reserves the right to adopt, and from time to
time change, such administrative rules and regulations (not
inconsistent in substance with the basic provisions of the Plan
as then in effect) as it deems desirable or appropriate for the
administration of the Plan.
USE OF PROCEEDS
The Company cannot estimate either the number of Common Shares
that ultimately will be sold pursuant to the Plan or the prices
at which such Common Shares will be sold. The proceeds from any
such sales by the Company will be added to the shareholders'
equity of the Company and will be available for general
corporate purposes.
THE COMMON SHARES
The Company is authorized to issue 6,000,000 Common Shares,
each without par value, of which 2,906,847 Common Shares were
issued and outstanding on May 31, 1994.
General
Holders of the Company's Common Shares are entitled: (1) to
receive dividends when and as declared by the Board of Directors
out of funds legally available for distribution; (2) to one vote
per share on each matter properly submitted to shareholders for
their vote; and (3) to participate ratably in the net assets of
the Company in the event of liquidation, after the payment of
liabilities. Holders of the Company's Common Shares do not have
the right to vote cumulatively for the election of directors.
The Common Shares have no preemptive or conversion rights and
are not subject to further calls or assessments by the Company.
All of the Common Shares currently outstanding are validly
issued, fully paid and non-assessable.
Provisions in Amended Articles of Incorporation and Regulations
Which May Be Deemed to Have Anti-Takeover Effects
The Amended Articles of Incorporation (the "Amended Articles")
and the Regulations of the Company contain the following
provisions which may be deemed to have anti-takeover effects:
(1) The Amended Articles require, if three members of the
Board of Directors of the Company vote 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: (a) adopt amendments to the
Amended Articles or the Regulations of the Company; (b) adopt
any proposal to fix or change the number of directors of the
Company by action of the shareholders; or (c) 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.
If fewer than three members of the Board vote against such
actions, then such actions must be approved by shareholders of
the Company holding a majority of its voting power.
(2) The Regulations classify the Board of Directors providing
for three-year terms and the Amended Articles eliminate
cumulative voting for directors.
(3) A procedure is established for nominating candidates for
election to the Board of Directors of the Company.
(4) Directors may be removed only by the affirmative vote of
the holders of 75% of the Company's voting power at an election
of directors, and only for cause.
The Company is an Ohio chartered corporation and, therefore, is
subject to the provisions of Section 1701.831 of the Ohio
Revised Code (the "Ohio Control Share Acquisition Statute").
The Ohio Control Share Acquisition Statute requires shareholder
approval of any proposed "control share acquisition" of the
Company. A "control share acquisition" is the acquisition,
directly or indirectly, by any person (including any individual,
partnership, corporation, society, association or two or more
persons having a joint or common interest) of shares of a
corporation that, when added to all of the shares of the
corporation that may be voted, directly or indirectly, by the
acquiring person, would entitle such person to exercise or
direct the exercise of 20% or more (but less than 33 1/3%) of
the voting power of the corporation in the election of directors
or 33 1/3% or more (but less than a majority) of such voting
power or a majority or more of such voting power. The control
share acquisition must be approved in advance by the holders of
at least a majority of the outstanding voting shares represented
at a meeting at which a quorum is present and by the holders of
a majority of the portion of the outstanding voting shares
represented at such meeting excluding the voting shares owned by
the acquiring shareholder and certain "interested shares,"
including shares owned by officers elected or appointed by the
directors of the Company and by directors of the Company who are
also employees of the Company. "Interested shares" also include
those shares acquired by a person or group between the date of
the first disclosure of a proposed control share acquisition or
change-in-control transaction and the date of the special
meeting of shareholders held pursuant to the Ohio Control Share
Acquisition Statute. Shares acquired during that period by a
person or group will be deemed "interested shares" only if (i)
the amount paid for the shares by such person or group exceeds
$250,000 or (ii) the number of shares acquired by such person or
group exceeds 1/2 of 1% of the outstanding voting shares.
The Company is also subject to the provisions of Chapter 1704
of the Ohio Revised Code (the "Merger Moratorium Statute"). The
Merger Moratorium Statute prohibits an Ohio corporation that is
a reporting company under the Exchange Act, such as the Company,
from engaging in a wide range of business combinations and other
transactions (including mergers, consolidations, asset sales,
loans, disproportionate distributions of property and
disproportionate issuances or transfers of shares or rights to
acquire shares) with a person that owns, alone or with others,
shares representing at least 10% of the voting power of the
corporation (an "Interested Shareholder") for a period of three
years after such person becomes an Interested Shareholder
unless,prior to the date that the Interested Shareholder became
such, the directors approve either the transaction or the
acquisition of the corporation's shares that resulted in the
person becoming an Interested Shareholder. Following the
three-year moratorium period, a corporation may engage in
covered transactions with an Interested Shareholder only if,
among other things, (i) the transaction receives the approval of
the holders of two-thirds of all the voting shares of the
corporation and the approval of the holders of a majority of the
voting shares of the corporation held by persons other than an
Interested Shareholder or (ii) the remaining shareholders
receive an amount for their shares equal to the higher of the
highest amount paid in the past by the Interested Shareholder
for the corporation's shares or the amount that would be due the
shareholders if the corporation were to dissolve.
REPORTS TO SHAREHOLDERS
Shareholders of the Company receive Annual Reports containing
audited consolidated financial statements with the report of the
Company's independent certified public accountants.
Shareholders also receive quarterly reports containing unaudited
interim financial statements and other information.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article FIVE of the Company's Regulations authorizes the
Company to indemnify any officer or director who was or is a
party or is threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or
proceeding by reason of the fact that the person is or was an
officer, director, employee or agent of the Company. The
Company may indemnify any such officer or director for expenses,
judgments and fines incurred and amounts paid in settlement by
that person only if the director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to
the best interests of the Company or had no reasonable cause to
believe his conduct was unlawful in a criminal action.
Indemnification can only be provided (1) by the majority vote
of a quorum of directors of the Company who were not and are not
parties to, or threatened with, any such action, suit or
proceeding, or (2) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a
written opinion by disinterested, independent legal counsel, or
(3) by a majority vote of a quorum of shareholders of the
Company, or (4) by the Court of Common Pleas of Washington
County, Ohio, or, if the Company is a party thereto, the court
in which such action, suit or proceeding was brought.
Division (E) of Section 1701.13 of the Ohio Revised Code also
provides for the authority of an Ohio corporation to indemnify a
director, officer, employee or agent of the Company. The
statutory provision is very similar, but not identical, to the
language contained in Article FIVE of the Regulations.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be
permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.
LEGAL MATTERS
Legal matters in connection with the issuance of the Common
Shares under the Plan shall be passed upon by the firm of Vorys,
Sater, Seymour and Pease, Columbus, Ohio.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1993 and 1992 and for each of
the years in the three-year period ended December 31, 1993,
incorporated by reference in this Prospectus and in the
Registration Statement, have been incorporated in this
Prospectus and in the Registration Statement in reliance upon
the report, which includes an explanatory paragraph discussing
the Company's changes in its methods of accounting for
postretirement benefits and income taxes in 1993, of Coopers &
Lybrand, independent certified public accountants, given upon
the authority of that firm as experts in accounting and auditing.
[Back Cover Page of Prospectus]
TABLE OF CONTENTS
Page
THE COMPANY 2
AVAILABLE INFORMATION 2
DOCUMENTS INCORPORATED BY REFERENCE 3
DESCRIPTION OF THE PEOPLES BANCORP INC. DIVIDEND
REINVESTMENT PLAN 3
PURPOSE OF THE PLAN 4
ADMINISTRATION 4
ELIGIBILITY 4
PARTICIPATION BY SHAREHOLDERS 5
PURCHASES 6
COSTS 7
REPORTS TO PARTICIPANTS 8
CERTIFICATES FOR COMMON SHARES 8
PARTICIPANT'S WITHDRAWAL FROM THE PLAN 9
DISPOSITION OF COMMON SHARES 10
STOCK DIVIDENDS, STOCK SPLITS AND SUBSCRIPTION RIGHTS 10
VOTING OF COMMON SHARES IN THE PLAN 10
RESPONSIBILITY OF R&T AND THE COMPANY 10
FEDERAL INCOME TAX CONSEQUENCES 11
MODIFICATION OF THE PLAN 12
USE OF PROCEEDS 12
THE COMMON SHARES 12
REPORTS TO SHAREHOLDERS 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
LEGAL MATTERS 15
EXPERTS 15
No person has been authorized to give any information or to make
any representations not contained in this Prospectus in
connection with the offer contained herein, and, if given or
made, such other information or representations must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than those
to which it relates or an offer of those to which it relates in
any jurisdiction to any person to whom it is unlawful to make
such offer. Neither the delivery of this Prospectus at any time
nor any sales made pursuant to this Prospectus shall under any
circumstances create any implication that the information herein
is correct as of any time after its date or that there has been
no change in the business or affairs of the Company since the
date hereof.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses in
connection with the issuance and distribution of the securities
to be registered, all of which will be borne by the Company:
Securities and Exchange Commission registration fee $ 3,880
State securities registration fees $ 1,000*
Printing expenses $ 1,500*
Legal fees and expenses $ 7,500*
Accounting fees $ 1,500*
-----------
Total $ 15,380*
*Estimated
Item 15. Indemnification of Directors and Officers.
ARTICLE FIVE of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant.
ARTICLE FIVE provides:
Section 5.01. Mandatory Indemnification. The corporation
shall indemnify any officer or director of the corporation who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee or
agent of another corporation (domestic or foreign, nonprofit or
for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and
transcript costs), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to
any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. A person claiming
indemnification under this Section 5.01 shall be presumed, in
respect of any act or omission giving rise to such claim for
indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
matter, to have had no reasonable cause to believe his conduct
was unlawful, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of
itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed
action or suit instituted by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent
of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise,
in respect of any claim, issue or matter asserted in such action
or suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to
the extent that the Court of Common Pleas of Washington County,
Ohio or the court in which such action or suit was brought shall
determine upon application that, despite such adjudication of
liability, and in view of all the circumstances of the case, he
is fairly and reasonably entitled to such indemnity as such
Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of
the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
Section 5.01, or in defense of any claim, issue or matter
therein, he shall be promptly indemnified by the corporation
against expenses(including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification
required under Section 5.01 and not precluded under Section 5.02
shall be made by the corporation only upon a determination that
such indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 5.01. Such determination may be
made only (A) by a majority vote of a quorum consisting of
directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or
(B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation,
or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of
Washington County, Ohio or (if the corporation is a party
thereto) the court in which such action, suit or proceeding was
brought, if any; any such determination may be made by a court
under division (D) of this Section 5.04 at any time [including,
without limitation, any time before, during or after the time
when any such determination may be requested of, be under
consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent
legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04]; and no failure for any
reason to make any such determination, and no decision for any
reason to deny any such determination, by the disinterested
directors under division (A) or by independent legal counsel
under division (B) or by shareholders under division (C) of this
Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent
legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the
person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of
Washington County, Ohio or the court in which such actionor suit
was brought, if any, to review the reasonableness of such
determination.
Section 5.05. Advances for Expenses. Expenses (including,
without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section 5.01 shall be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding to or on behalf of the officer
or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing,
to repay all amounts so paid in respect of any claim, issue or
other matter asserted in such action, suit or proceeding in
defense of which he shall not have been successful on the merits
or otherwise:
(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or
suit, he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his
duty to the corporation, unless and only to the extent that the
Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in
view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive. The
indemnification provided by this Article Five shall not be
exclusive of, and shall be in addition to, any other rights to
which any person seeking indemnification may be entitled under
the Articles or the Regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and
maintain insurance or furnish similar protection, including but
not limited to, trust funds,letters of credit, or
self-insurance, on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify
him against such liability under the provisions of this Article
Five. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes of this
Article Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be
terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement
thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of
him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interests of the corporation" within the meaning of that term as
used in this Article Five.
Section 5.09. Venue. Any action, suit or proceeding to
determine a claim for indemnification under this Article Five
may be maintained by the person claiming such indemnification,
or by the corporation, in the Court of Common Pleas of
Washington County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas
of Washington County, Ohio in any such action, suit or
proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as
follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses including
attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee,officer, employee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that the court of common pleas or the court in which
such action or suit was brought determines upon application
that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer,
employee, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in divisions (E)(1) and (2) of this section, or in defense of
any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit,
or proceeding.
(4) Any indemnification under divisions (E)(1) and (2) of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, trustee,
officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
in divisions (E)(1) and (2) of this section. Such determination
shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to
or threatened with any such action, suit, or proceeding;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed services for the corporation or any person
to be indemnified within the past five years;
(c) By the shareholders or;
(d) By the court of common pleas or the court in which such
action, suit, or proceeding was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under
division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the action
or suit by or in the right of the corporation under division
(E)(2) of this section, and within ten days after receipt of
such notification, such person shall have the right to petition
the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred
to in divisions (E)(1) and (2) of this section, the articles or
the regulations of a corporation state by specific reference to
this division that the provisions of this division do not apply
to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to
in divisions (E)(1) and (2) of this section is pursuant to
section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action,
suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action,
suit, or proceeding upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the
corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, or agent in defending any
action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section, may be paid by the corporation as they are
incurred, in advance of the final disposition of the action,
suit, or proceeding as authorized by the directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, trustee, officer, employee, or agent to repay such
amount, if it ultimately is determined that he is not entitled
to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles or
the regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to trust
funds, letters of credit, or self-insurance, on behalf of or for
any person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to divisions (E)(1) and (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not create
any obligation torepay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any person
who is or was a director, officer, employee, or agent of such a
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, shall stand in the same position under this
section with respect to the new or surviving corporation as he
would if he had served the new or surviving corporation in the
same capacity.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities
which might be incurred by them in such capacity.
Item 16. Exhibits.
The exhibits filed pursuant to this Item immediately follow the
Index to Exhibits.
<TABLE>
Exhibit Number Description
<S> <C>
4(a) Amended Articles of Incorporation of
Peoples Bancorp Inc.
4(b) Certificate of Amendment to the Amended Articles
of Incorporation of Peoples Bancorp Inc. filed
with the Ohio Secretary of State on April 22, 1994
4(c) Regulations of Peoples Bancorp Inc.
5 Opinion of Vorys, Sater, Seymour and Pease,
counsel to Peoples Bancorp Inc.
23(a) Consent of Coopers & Lybrand
23(b) Consent of Vorys, Sater, Seymour and Pease,
counsel to Peoples Bancorp Inc.
24 Powers of Attorney
99 Form of Shareholder Enrollment Card for
enrollment of participants in the Peoples
Bancorp Inc. Dividend Reinvestment Plan
</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 amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed 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 the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Marietta, State of Ohio, on the 6th day of June, 1994.
PEOPLES BANCORP INC.
By:/s/ Robert E. Evans
Robert E. Evans, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 6th day of June, 1994.
<TABLE>
Signature Title
<S> <C>
/s/ Robert E. Evans
Robert E. Evans President, Chief Executive Officer
and Director
Jewell Baker <F1>
Jewell Baker Director
Dennis D. Blauser <F1>
Dennis D. Blauser Director
George W. Broughton <F1>
George W. Broughton Director
Wilford D. Dimit <F1>
Wilford D. Dimit Director
Barton S. Holl <F1>
Barton S. Holl Director
Norman J. Murray <F1>
Norman J. Murray Director
Fred R. Price <F1>
Fred R. Price Director
James B. Stowe <F1>
James B. Stowe Director
Paul T. Theisen <F1>
Paul T. Theisen Director
Thomas C. Vadakin <F1>
Thomas C. Vadakin Director
Joseph H. Wesel <F1>
Joseph H. Wesel Chairman of the Board and Director
Jeffrey D. Welch <F1>
Jeffrey D. Welch Treasurer (Chief Accounting Officer)
John W. Conlon <F1>
John W. Conlon Chief Financial Officer
<FN>
<F1> By Power of Attorney
/s/ Robert E. Evans
Robert E. Evans
(Attorney-in-Fact)
</TABLE>
INDEX TO EXHIBITS
<TABLE>
Exhibit No. Description Page No.
<S> <C> <C>
4(a) Amended Articles of Incorporated herein by reference
Incorporation of to the Registration Statement
Peoples Bancorp Inc. on Form 8-B of Peoples Bancorp
Inc. filed July 20, 1993
(File No. 0-16772) [Exhibit 3(a)]
4(b) Certificate of Amendment Pages 34 through 36 (Exhibit
to the Amended Articles 4(b)
of Incorporation of
Peoples Bancorp Inc.
filed with the Ohio
Secretary of State on
April 22, 1994
4(c) Regulations of Peoples Incorporated herein be reference
Bancorp Inc. to the Registration Statement
on Form 8-B of Peoples Bancorp
Inc. filed June 20, 1993 (File
No. 0-16772) [Exhibit 3(b)]
5 Opinion of Vorys, Sater, Pages 37 and 38 (Exhibit 5)
Seymour and Pease,
counsel to Peoples
Bancorp Inc.
23(a) Consent of Coopers Page 39 [Exhibit 23(a)]
& Lybrand
23(b) Consent of Vorys, Sater, Filed as part of Exhibit 5
Seymour and Pease,
counsel to Peoples
Bancorp Inc.
24 Powers of Attorney Pages 40 through 54 (Exhibit 24)
99 Form of Shareholder Pages 55 through 57 (Exhibit 99)
Enrollment Card for
enrollment of
participants in the
Peoples Bancorp Inc.
Dividend Reinvestment
Plan
</TABLE>
PLEASE NOTE: PAGE NUMBERS REFERENCED IN EXHIBIT INDEX REFER TO ACTUAL PAGE
NUMBERS IN PAPER FILING.
EXHIBIT 4(b)
CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION
OF PEOPLES BANCORP INC. FILED WITH THE OHIO SECRETARY OF STATE ON
APRIL 22, 1994
CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION
OF PEOPLES BANCORP INC.
The undersigned hereby certify that they are the duly elected,
qualified and acting President and Secretary, respectively, of
Peoples Bancorp Inc., an Ohio corporation (the "Company"); that
the Annual Meeting of the Shareholders (the "Annual Meeting") of
the Company was duly called and held on April 5, 1994, at which
Annual Meeting a quorum of shareholders of the Company was at
all times present in person or by proxy; that the directors of
the Company unanimously approved and recommended to the
shareholders of the Company the approval of an amendment to
Article FOURTH of the Company's Amended Articles of
Incorporation 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 that the resolution
attached hereto as Annex 1 and incorporated herein by this
reference, was duly adopted by the shareholders of the Company
at the Annual Meeting by the affirmative vote of the holders of
at least a majority of the voting power of the Company entitled
to vote thereon in accordance with Article SEVENTH of the
Amended Articles of Incorporation of the Company.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Peoples Bancorp Inc., acting for and on behalf of said
corporation, have hereunto set their hands this 19th day of
April, 1994.
/s/ Robert E. Evans
Robert E. Evans, President
/s/ Ruth I. Otto
Ruth I. Otto, Secretary
Annex 1
RESOLVED, that the Amended Articles of Incorporation of
Peoples Bancorp Inc. be, and the same hereby are, amended by
deleting present Article FOURTH in its entirety and by
substituting in its place new Article FOURTH in the following
form:
Article FOURTH of the Amended Articles of Incorporation
of Peoples Bancorp Inc.
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.
EXHIBIT 5
Vorys, Sater, Seymour and Pease
52 East Gay Street
P. O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400
June 6, 1994
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750-0738
Gentlemen:
We have acted as special counsel for Peoples Bancorp Inc., an
Ohio corporation (the "Company"), in connection with the
proposed issuance and sale of common shares, without par value
(the "Common Shares"), of the Company pursuant to the Peoples
Bancorp Inc. Dividend Reinvestment Plan (the "Plan") as
described in the Registration Statement on Form S-3 (the "Form
S-3") to be filed with the Securities and Exchange Commission on
June 7, 1994. The purpose of the Form S-3 is to register
500,000 Common Shares reserved for issuance under the Plan
pursuant to the provisions of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without
independent verification or investigation: (a) the Form S-3; (b)
the Company's Amended Articles of Incorporation; (c) the
Company's Regulations; (d) certain proceedings of the Company's
Board of Directors; and (e) a certificate of good standing
issued with respect to the Company by the Secretary of State of
Ohio and dated June 3, 1994. We have also relied upon such
other representations of the Company and officers of the Company
and such authorities of law as we have deemed relevant as a
basis for this opinion.
In our examinations and in rendering this opinion, we have
assumed, without independent investigation or examination, (a)
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of such originals of
such latter documents; (b) the due completion, execution and
acknowledgment as indicated thereon and delivery of all
documents; and (c) compliance with applicable state securities
laws. We have relied solely upon the examinations and inquiries
related herein, and we have not undertaken any independent
investigation to determine the existence or absence of any
facts, and no inference as to our knowledge concerning such
facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date
hereof, we are of the opinion that:
1. The Company is a corporation legally existing under the laws
of the State of Ohio.
2. After the 500,000 Common Shares of the Company shall have
been issued by the Company upon payment therefor in the manner
provided in the Plan and in the Form S-3 (when it becomes
effective), such Common Shares will be validly issued, fully
paid and non-assessable.
This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of
the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the
Common Shares and the filing of the Form S-3 and any amendments
thereto. This opinion may not be relied upon by any other
person or assigned, quoted or otherwise used without our
specific written consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Form S-3 and to the reference to us
in the Form S-3 under the caption "LEGAL MATTERS."
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Peoples Bancorp Inc. on Form S-3 (File
No. ____________________) of our report, which includes an
explanatory paragraph discussing the Company's changes in its
methods of accounting for postretirement benefits and income
taxes in 1993, dated January 28, 1994, on our audits of the
consolidated financial statements of Peoples Bancorp Inc. as of
December 31, 1993 and 1992, and for the years ended December 31,
1993, 1992, and 1991, appearing in the Annual Report on Form
10-K for the fiscal year ended December 31, 1993, filed with the
Securities and Exchange Commission pursuant to the Securities
Act of 1934. We also consent to the reference to our firm under
the caption "Experts."
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Columbus, Ohio
June 6, 1994
Exhibit 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ Robert E. Evans
Robert E. Evans
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, her
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
this 24th day of March, 1994.
/s/ Jewell Baker
Jewell Baker
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ Dennis D. Blauser
Dennis D. Blauser
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of April, 1994.
/s/ George W. Broughton
George W. Broughton
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of April, 1994.
/s/ Wilford D. Dimit
Wilford D. Dimit
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of April, 1994.
/s/ Barton S. Holl
Barton S. Holl
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ Norman J. Murray
Norman J. Murray
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 13th day of May, 1994.
/s/ Fred R. Price
Fred R. Price
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ James B. Stowe
James B. Stowe
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of April, 1994.
/s/ Paul T. Theisen
Paul T. Theisen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ Thomas C. Vadakin
Thomas C. Vadakin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 28th day of April, 1994.
/s/ Joseph H. Wesel
Joseph H. Wesel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 24th day of March, 1994.
/s/ Jeffrey D. Welch
Jeffrey D. Welch
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933,
as amended, a Registration Statement on Form S-3 relating to
certain of its common shares, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
authority to act without the other and with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of
said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 29th day of March, 1994.
/s/ John W. Conlon
John W. Conlon
EXHIBIT 99
FORM OF SHAREHOLDER ENROLLMENT CARD FOR ENROLLMENT OF
PARTICIPANTS IN THE PEOPLES BANCORP INC. DIVIDEND
REINVESTMENT PLAN
PEOPLES BANCORP INC.
DIVIDEND REINVESTMENT PLAN SHAREHOLDER ENROLLMENT CARD
Please Read Carefully Before Signing
By completing, signing and returning this form:
(1) You authorize Peoples Bancorp Inc. (the "Company") to pay to
Registrar and Transfer Company ("R&T") for your account all cash
dividends payable on the percent specified by you on the reverse
side of this Shareholder Enrollment Card of the common shares of
the Company registered in your name or credited to your account
under the Dividend Reinvestment Plan, as described in the
Prospectus which you received with this Card.
(2) You appoint R&T, under the terms and conditions of the
Dividend Reinvestment Plan, as your agent to receive all of your
cash dividends as described under Item 1 above, and to see that
such dividends are used to purchase common shares of the Company
as provided in the Plan.
(3) You represent that your principal residence is shown on the
reverse side of this Shareholder Enrollment Card. You agree to
notify R&T promptly if your state or country of residence
changes.
You may revoke this authorization at any time by notifying R&T
in writing of your desire to terminate your participation in the
Dividend Reinvestment Plan.
(Continued, and to be signed on the reverse side.)
Yes, I would like to participate in the Dividend Reinvestment
Plan and hereby appoint R&T as my agent. I hereby instruct the
Company to pay to R&T, as my agent, all cash dividends payable
on _________ percent of the common shares of the Company
registered in my name or credited to my account under the
Dividend Reinvestment Plan.
____________ ________________________ ________________________
Date Signature of Shareholder State or country of residence
____________ ________________________ ________________________
Date Signature of Shareholder State or country of residence
Please print or type below information exactly as it appears on
your share certificate(s), proxy or dividend check:
____________________________________________________________________________
Name(s) (1) First Name Middle Initial Last Name (Area Code) Phone Number
____________________________________________________________________________
(2) First Name Middle Initial Last Name (Area Code) Phone Number
____________________________________________________________________________
Home Address: Number Street
____________________________________________________________________________
City State Country Zip Code
____________________________________________________________________________
Social Security Number(s) (1) (2)
Return this form only if you wish to participate in the Plan.
All owners of joint registration must sign. When signing as
trustee, guardian, executor, administrator or corporate officer,
please give your full title.
THIS IS NOT A PROXY
