<PAGE>
PEOPLES BANCORP INC. POST OFFICE BOX 738 MARIETTA, OHIO 45750
(614) 373 - 3155
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS PEOPLES BANCORP INC.
Marietta, Ohio March 8, 1996
To the Shareholders of Peoples Bancorp Inc.:
You are cordially invited to attend the Annual Meeting of
Shareholders (the "Annual Meeting") of Peoples Bancorp Inc. (the
"Company") to be held at 10:00 a.m., local time, on Tuesday,
April 9, 1996, in the Conference Room of The Peoples Banking and
Trust Company, 235 Second Street, Marietta, Ohio, for the
following purposes:
1. To elect four Directors for terms of three years each.
Nominee Name Term Expires In
------------ ---------------
Dennis D. Blauser (for re-election) 1999
Rex E. Maiden (for election) 1999
Norman J. Murray (for re-election) 1999
Joseph H. Wesel (for re-election) 1999
2. To consider and vote upon a proposal to adopt an amendment
to Article FOURTH of the Company's Amended Articles of
Incorporation which would increase the authorized number
of common shares, without par value, of the Company
from 6,000,000 to 12,000,000 common shares.
3. To transact such other business as may properly come
before the Annual Meeting and any adjournment(s) thereof.
Shareholders of record at the close of business on February 16,
1996, will be entitled to notice of and to vote at the Annual
Meeting and any adjournment(s) thereof.
You are cordially invited to attend the Annual Meeting. The
vote of each shareholder is important, whatever the number of
common shares held. Whether or not you plan to attend the
Annual Meeting, please sign, date and return your Proxy promptly
in the enclosed envelope.
The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1995, accompanies this Notice and Proxy
Statement.
By Order of the Board of Directors,
/s/ RUTH I. OTTO
Ruth I. Otto
Corporate Secretary
</PAGE>
PEOPLES BANCORP INC. 138 Putnam Street Marietta, Ohio
45750 (614) 373-3155
PROXY STATEMENT
- ---------------
This Proxy Statement and the accompanying proxy are being
mailed to shareholders of Peoples Bancorp Inc., an Ohio
corporation (the "Company"), on or about March 8, 1996, in
connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") called to be
held on Tuesday, April 9, 1996, or at any adjournment(s)
thereof. The Annual Meeting will be held at 10:00 a.m., local
time, in the Conference Room of The Peoples Banking and Trust
Company, 235 Second Street, Marietta, Ohio.
The Company has three wholly-owned subsidiaries. They are The
Peoples Banking and Trust Company ("Peoples Bank"), The First
National Bank of Southeastern Ohio ("First National") and The
Northwest Territory Life Insurance Company ("Northwest
Territory").
A proxy for use at the Annual Meeting accompanies this Proxy
Statement and is solicited by the Board of Directors of the
Company. Shareholders of the Company may use their proxies if
they are unable to attend the Annual Meeting in person or wish
to have their common shares of the Company voted by proxy even
if they do attend the Annual Meeting. Without affecting any
vote previously taken, any shareholder executing a proxy may
revoke it at any time before it is voted by filing with the
Secretary of the Company, at the address of the Company set
forth on the cover page of this Proxy Statement, written notice
of such revocation; by executing a later-dated proxy which is
received by the Company prior to the Annual Meeting; or by
attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will
not, in and of itself, constitute revocation of a proxy.
Only shareholders of the Company of record at the close of
business on February 16, 1996 (the "Record Date"), are entitled
to receive notice of and to vote at the Annual Meeting and any
adjournment(s) thereof. At the close of business on the Record
Date, 3,118,334 common shares were outstanding and entitled to
vote. Each common share entitles the holder thereof to one vote
on each matter to be submitted to shareholders at the Annual
Meeting. A quorum for the Annual Meeting is a majority of the
common shares outstanding. There is no cumulative voting with
respect to the election of directors.
Under the rules of the Securities and Exchange Commission (the
"SEC"), boxes are provided on the form of proxy for shareholders
to mark if they wish either to abstain on a proposal presented
for shareholder approval or to withhold authority to vote for
one or more nominees for election as a director of the Company.
Common shares as to which the authority vote is withheld and
abstentions will be counted for quorum purposes; however, the
effect of an abstention on the proposal to adopt the amendment
to increase the authorized number of common shares from
6,000,000 to 12,000,000 is the same as a "no" vote.
Broker/dealers, who hold their customers' common shares in
street name, may, under the applicable rules of the
self-regulatory organizations of which the broker/dealers are
members, submit and sign proxies for such common shares and may
vote such common shares on routine matters, which, under such
rules, typically include the election of directors, but
broker/dealers may not vote such common shares on other matters,
which typically include the approval of certain compensation
plans and an amendment to a corporation's articles of
incorporation, without specific instructions from the customer
who owns such common shares. Proxies signed and submitted by
broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker
non-votes. Such proxies count toward the establishment of a
quorum. The effect of a broker non-vote on the proposal to
adopt the amendment to increase the authorized number of common
shares from 6,000,000 to 12,000,000 is the same as a "no" vote.
As of the date of this Proxy Statement, the Board of Directors
of the Company does not know of any business to be brought
before the Annual Meeting except as set forth in this Proxy
Statement. However, if any matters other than those referred to
in this Proxy Statement should properly come before such Annual
Meeting, or any adjournment(s) thereof, it is intended that the
persons named as proxies in the enclosed proxy may vote the
common shares represented by said proxy on such matters in
accordance with their best judgment in light of the conditions
then prevailing.
The Company will bear the costs of preparing and mailing this
Proxy Statement, the accompanying proxy and any other related
materials and all other costs incurred in connection with the
solicitation of proxies on behalf of the Board of Directors.
Proxies will be solicited by mail and may be further solicited,
for no additional compensation, by officers, directors, or
employees of the Company and its subsidiaries by further
mailing, by telephone, or by personal contact. The Company will
also pay the standard charges and expenses of brokerage houses,
voting trustees, banks, associations and other custodians,
nominees, and fiduciaries, who are record holders of common
shares not beneficially owned by them, for forwarding such
materials to and obtaining proxies from the beneficial owners of
common shares entitled to vote at the Annual Meeting.
The Annual Report to the Shareholders of the Company for the
fiscal year ended December 31, 1995 (the "1995 fiscal year") is
enclosed herewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------
The following table sets forth, as of the Record Date, certain
information concerning the beneficial ownership of common shares
by the only person known to the Company to be the beneficial
owner of more than 5% of the outstanding common shares:
Name and Address Amount and Percent
of Beneficial Owner Nature of Beneficial Ownership of Class (1)
- ------------------- ------------------------------ ------------
Peoples Bank - Trustee 406,632 (2) 13.0%
138 Putnam Street
Marietta, Ohio 45750
(1) The percent of class is based on 3,118,334 common shares
outstanding on the Record Date.
(2) Includes 111,931 common shares, 230,183 common shares,
56,028 common shares and 8,490 common shares as to which the
Trust Department of Peoples Bank has shared investment and sole
voting power, shared investment and voting power, sole voting
and investment power, and sole investment and shared voting
power, respectively. The officers and directors of Peoples Bank
and the Company disclaim beneficial ownership of these common
shares by reason of their positions. Does not include 109,528
common shares held by the Trust Department in its capacity as
Trustee under the Peoples Bancorp Inc. Retirement Savings Plan
with respect to which the Trust Department has neither voting
nor investment power.
The following table sets forth, as of the Record Date,
certain information with respect to the common shares
beneficially owned by each director of the Company, by each
nominee for election as a director of the Company, by the
executive officer of the Company named in the Summary
Compensation Table and by all current executive officers and
directors of the Company as a group:
Amount and Nature of Beneficial Ownership (1)
---------------------------------------------
Common Shares
Which Can
Common Be Acquired Upon
Shares Exercise of Options Percent
Presently Exercisable of
Name Held Within 60 Days Total Class (2)
- ---------------- --------- ------------------- ------- ---------
Jewell Baker (3) 10,929 2,277 13,206 (3)
Dennis D. Blauser 8,500 (4) 2,277 10,777 (3)
George W. Broughton 46,328 (5) 1,738 48,066 1.5%
Wilford D. Dimit 6,065 (6) 1,947 8,012 (3)
Robert E. Evans (7) 53,764 (8) 4,400 58,164 1.9%
Barton S. Holl 6,014 (9) 484 6,498 (3)
Rex E. Maiden 609 1,073 1,682 (3)
Norman J. Murray 4,098 (10) 2,277 6,375 (3)
James B. Stowe 13,657 (11) 2,277 15,934 (3)
Paul T. Theisen 8,921 2,277 11,198 (3)
Thomas C. Vadakin 1,687 2,277 3,964 (3)
Joseph H. Wesel 35,269 (12) 2,277 37,546 1.2%
All current directors
and executive officers
as a group
(numbering 16) 207,711 (13) 33,237 240,948 7.7%
======= ====== ======= ====
(1) Unless otherwise noted, the beneficial owner has sole
voting and investment power with respect to all of the common
shares reflected in the table. All fractional shares have been
rounded to the nearest whole common share.
(2) The percent of class is based upon 3,118,334 common shares
outstanding on the Record Date and the number of common shares,
if any, as to which the named person has the right to acquire
beneficial ownership upon the exercise of options exercisable
within 60 days of the Record Date.
(3) The term of Mrs. Baker's directorship ends on the date of
the Annual Meeting and she has chosen not to stand for
re-election.
(4) Reflects ownership of less than 1% of the outstanding
common shares.
(5) Includes 6,100 common shares held jointly by Mr. Blauser
with his wife as to which he exercises shared voting and
investment power and 1,181 common shares held in an IRA owned by
Mr. Blauser. Does not include 3,283 common shares held of
record and beneficially owned by Mr. Blauser's wife as to which
he has no voting or investment power and disclaims beneficial
ownership.
(6) Includes 2,667 common shares held by Mr. Broughton as
custodian for his children, as to which Mr. Broughton has voting
and investment power and claims beneficial ownership. Does not
include 6,441 common shares held of record and beneficially
owned by Mr. Broughton's wife, as to which he has no voting or
investment power and disclaims beneficial ownership. Also does
not include 9,201 common shares held in the George Broughton's
Children's Trust, an irrevocable trust with Peoples Bank as
Trustee. Peoples Bank exercises sole voting and investment
power with respect to the common shares held in the George
Broughton's Children's Trust and these common shares are
included among the common shares shown as beneficially owned by
Peoples Bank in the preceding table. Also does not include
9,983 common shares held of record by the Broughton Foods
Company Pension Trust B, as to which Mr. Broughton has no voting
or investment power and disclaims beneficial ownership.
(7) Includes 2,455 common shares held jointly by Mr. Dimit with
his wife as to which he exercises shared voting and investment
power.
(8) Executive officer of the Company named in the Summary
Compensation Table.
(9) Includes 10,261 common shares allocated to the account of
Mr. Evans in the Peoples Bancorp Inc. Retirement Savings Plan
with respect to which Mr. Evans has the power to direct the
voting and disposition. Does not include 7,428 common shares
held of record and owned beneficially by Mr. Evans' wife and
1,613 common shares held by Mr. Evans' wife as custodian for
their son, as to which common shares Mr. Evans has no voting or
investment power and disclaims beneficial ownership.
(10) Includes 2,609 common shares held jointly by Mr. Holl with
his wife as to which he exercises shared voting and investment
power.
(11) Does not include 8,197 common shares held of record and
beneficially owned by Mr. Murray's wife and 1,760 common shares
held of record and beneficially owned by Mr. Murray's daughter.
Mr. Murray has no voting or investment power with respect to
these common shares and disclaims beneficial ownership thereof.
(12) Includes 5,449 common shares held jointly by Mr. Stowe
with his wife as to which he exercises shared voting and
investment power. Does not include 19,797 common shares held of
record and beneficially owned by Mr. Stowe's wife as to which he
has no voting or investment power and disclaims beneficial
ownership.
(13) Does not include 6,902 common shares held of record and
beneficially owned by Mr. Wesel's wife as to which he has no
voting or investment power and disclaims beneficial ownership.
Does not include 11,315 common shares held of record by the
Marietta Ignition, Inc. Pension Plan as to which Mr. Wesel has
no voting or investment power and disclaims beneficial
ownership. Mr. Wesel serves as a member of the Administrative
Committee for the Marietta Ignition, Inc. Pension Plan. Peoples
Bank shares voting power with respect to the common shares held
in the Marietta Ignition, Inc. Pension Plan with the Plan
Administrator and said common shares are included among the
common shares shown as beneficially owned by Peoples Bank in the
preceding table.
(14) Includes common shares held jointly by directors and
executive officers and other persons. Also includes 9,462
common shares allocated to the respective accounts of executive
officers of the Company in the Peoples Bancorp Inc. Retirement
Savings Plan. See notes (5), (6), (7), and (9) through (13)
above.
ELECTION OF DIRECTORS
- ---------------------
(Item 1 on Proxy)
In accordance with Section 2.02 of the Regulations of the
Company, four directors are to be elected to hold office for
terms of three years each, in each case until their respective
successors are duly elected and qualified. It is the intention
of the persons named in the accompanying proxy to vote the
common shares represented by the proxies received pursuant to
this solicitation for the nominees named below who have been
designated by the Board of Directors, unless otherwise
instructed on the proxy.
The following table gives certain information concerning each
nominee for election as a director of the Company. Unless
otherwise indicated, each person has held his principal
occupation for more than five years.
<TABLE>
<CAPTION>
Position(s) Held with the Director Nominee
Company and its Subsidiaries Continuously For Term
Name Age and Principal Occupation(s) Since Expiring In
- ----------------- ----- ---------------------------------------------- ------------ -----------
<S> <C> <C> <C> <C>
Dennis D. Blauser 70 President of Blauser Energy Corp., Marietta, 1987 1999
Ohio, an oil and gas producer; President of
Blauser Well Service, Inc., Marietta, Ohio, a
servicer of oil and gas wells; Chairman of the
Board of Marietta Structures Corporation,
Marietta, Ohio, a builder of bridge beams,
prestressed concrete beams and pre-engineered
siding for buildings and industrial and
farm silos. <F1>
Rex E. Maiden 60 President and Chairman of the Board of Maiden ---- 1999
& Jenkins Construction Co., Nelsonville, Ohio,
a highway and bridge contractor and a contractor
of commercial, industrial, and educational
buildings; Treasurer and Director of Sunday
Creek Coal Company, Nelsonville, Ohio, a
holding company for land and minerals such as
coal and oil; President and CEO of Nelsonville
Consulting and Construction Company, Nelsonville,
Ohio, a consulting firm which does design
work for several construction companies. <F1>
Norman J. Murray 78 Former President and Chairman of the Board of 1980 1999
The Airolite Co., Marietta, Ohio, a manufacturer
of ventilating louvers, retired in 1994;
Chairman of the Board of Peoples Bank since
1990. <F1>
Joseph H. Wesel 66 Chairman and Chief Executive Officer of 1980 1999
Marietta Automotive Warehouse, Inc., Marietta,
Ohio, an automotive parts wholesaler; President
of Auto Paints Works Inc., Marietta, Ohio, a
wholesaler/ retailer of auto paint and body
shop supplies; President of W.D.A., Inc.,
Marietta, Ohio, a real estate holding company;
Director, Marietta Ignition, Inc., a
wholesaler/retailer of automotive parts and
industrial supplies; Chairman of the Board of
the Company since 1991. <F1>
<FN>
<F1> Also a director of Peoples Bank.
</FN>
</TABLE>
While it is contemplated that all nominees will stand for
election, if one or more nominees at the time of the Annual
Meeting should be unavailable or unable to serve as a candidate
for election as a director, the proxies reserve full discretion
to vote the common shares represented by the proxies for the
election of the remaining nominees and for the election of any
substitute nominee or nominees designated by the Board of
Directors. The Board of Directors knows of no reason why any of
the above-mentioned persons will be unavailable or unable to
serve if elected to the Board.
Under Ohio law and the Company's Regulations, the four nominees
for election receiving the greatest number of votes will be
elected as directors.
The following table gives certain information concerning the
current directors who will continue to serve after the Annual
Meeting. Unless otherwise indicated, each person has held his
principal occupation for more than five years.
<TABLE>
<CAPTION>
Position(s) Held with the Director Term
Company and its Subsidiaries Continuously Expires
Name Age and Principal Occupation(s) Since In
- ----------------- ----- ---------------------------- ------------ -------
<S> <C> <C> <C> <C>
George W. Broughton 38 Director and Executive Vice 1994 1997
President/Sales and Marketing, Broughton
Foods Co., a processor and distributor of
dairy products; Director of SBR, Inc.,
maker of replacement windows and owner
of "Wood Crafters" catalog and stores. <F1>
Wilford D. Dimit 62 President of First Settlement, Inc., 1993 1997
Marietta, Ohio, a retail clothing store
and restaurant. <F1>
Robert E. Evans 55 President and Chief Executive Officer of 1980 1998
the Company and of Peoples Bank; Chairman
of the Board of Northwest Territory. <F2>
Barton S. Holl 72 Chairman of the Board of Logan Clay 1990 1997
Products, Inc., Logan, Ohio, a manufacturer
of clay products.
James B. Stowe 75 Chairman of the Board of Stowe Truck and 1980 1997
Equipment Co., Marietta, Ohio, a company
which sells heavy duty trucks and lawn and
garden equipment. <F1>
Paul T. Theisen 65 President and Shareholder of Theisen, 1980 1998
Brock, Frye, Erb & Leeper Co., L.P.A.
Attorneys at Law, Marietta, Ohio. <F3>
Thomas C. Vadakin 64 President of Vadakin Inc., Marietta, Ohio, 1989 1998
a heavy industrial cleaning service;
Director, The Airolite Company, Marietta,
Ohio, a manufacturer of ventilating
louvers. <F1>
<FN>
<F1> Also a director of Peoples Bank.
<F2> Mr. Evans is also a director of Peoples Bank, First National
and Northwest Territory.
<F3> Mr. Thesien is also a director of Peoples Bank and First National.
</FN>
</TABLE>
There is no family relationship between any director, executive
officer, or person nominated or chosen to become a director or
executive officer of the Company.
The Board of Directors of the Company held a total of thirteen
(13) meetings during the Company's 1995 fiscal year. Each
incumbent director attended 75% or more of the aggregate of the
total number of meetings held by the Board of Directors during
the period he or she served as a director and the total number
of meetings held by all committees of the Board of Directors on
which he or she served during the period he or she served except
Jewell Baker (who attended 15%).
The Board of Directors of the Company has an Audit Committee
comprised of Jewell Baker, George W. Broughton, Wilford D.
Dimit, Barton S. Holl, Norman J. Murray, James B. Stowe and
Joseph H. Wesel (Mr. Wesel serves as an ex-officio member). The
function of the Audit Committee is to assist the Audit
Department of the Company in the annual review of the loan
portfolio of each subsidiary bank, to review the work schedule
of the Audit Department as to when audits of the subsidiaries
are to be conducted and the adequacy of such audits, to review
the adequacy of the Company's system of internal controls, to
investigate the scope and adequacy of the work of the Company's
independent auditors, and to recommend to the Board of Directors
a firm of accountants to serve as the Company's independent
auditors. The Audit Committee met five (5) times during the
Company's 1995 fiscal year.
The Board of Directors of the Company has a Compensation
Committee comprised of Norman J. Murray, Paul T. Theisen, Thomas
C. Vadakin and Joseph H. Wesel. The function of the
Compensation Committee is to review and recommend for approval
by the Board of Directors salaries, bonuses, employment
agreements and employee benefit plans for officers and
employees, to supervise the operation of the Company's
compensation plans, to select those eligible employees who may
participate in each plan (where selection is required) and to
prescribe (where permitted under the terms of the plan) the
terms of any stock options granted under any stock option plan
of the Company. The Compensation Committee met three (3) times
during the Company's 1995 fiscal year.
The Board of Directors does not have a standing nominating
committee or committee performing similar functions.
TRANSACTIONS INVOLVING MANAGEMENT
- ---------------------------------
Paul T. Theisen is President and a shareholder in the law firm
of Theisen, Brock, Frye, Erb & Leeper Co., L.P.A. which rendered
legal services to the Company and its subsidiaries during the
Company's 1995 fiscal year and is expected to render legal
services to the Company and its subsidiaries during the
Company's 1996 fiscal year.
During the Company's 1995 fiscal year, its subsidiaries,
Peoples Bank and First National, entered into banking
transactions, in the ordinary course of their respective
businesses, with certain executive officers and directors of the
Company, with members of their immediate families and with
corporations for which directors of the Company serve as
executive officers. It is expected that similar banking
transactions will be entered into in the future. Loans to such
persons have been made on substantially the same terms,
including the interest rate charged and the collateral required,
as those prevailing at the time for comparable transactions with
persons not affiliated with the Company or its subsidiaries.
These loans have been subject to, and are presently subject to,
no more than a normal risk of uncollectibility and present no
other unfavorable features, other than as described in the
following paragraph. The aggregate amount of loans to directors
and executive officers of the Company and their associates as a
group at December 31, 1995, was $6,995,136. As of the date
hereof, all of such loans are performing loans.
Included in the aggregate amount of loans to directors and
executive officers of the Company at December 31, 1995, were
$2,040,804 of loans to Dennis D. Blauser, one of the Company's
directors, and corporations with which he is associated, which
loans are considered by management to be potential problem
loans. In the ordinary course of business, Peoples Bank made
loans to Mr. Blauser and corporations of which he has direct
control. All loans are considered to be performing and current
as of the date hereof. The outstanding loan balances as of
December 31, 1995, to Mr. Blauser and his associated
corporations were as follows: Marietta Structures Corporation,
of which Mr. Blauser is Chairman of the Board, an aggregate of
$1,445,392 at interest rates ranging from 9.75% to 10.75%;
Blauser Well Service Inc., of which Mr. Blauser is President, an
aggregate of $44,623 at interest rates ranging from 6.75% to
9.25%; Marietta Resources Corporation, of which Mr. Blauser is
President, $15,189 at an interest rate of 9.75%; and a $476,000
line of credit extended to Mr. Blauser personally at an interest
rate of 9.25%. The remaining loan balances were personal loans
to Mr. Blauser in the aggregate of $59,600 at an interest rate
of 9.25%. During 1995, Mr. Blauser and the above corporations
made payments in the aggregate of $655,093 on the outstanding
loan balances. The largest aggregate amount of indebtedness by
Mr. Blauser and these corporations to Peoples Bank during 1995
was $2,753,977.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933,
as amended, or the Securities Act of 1934, as amended, that
might incorporate future filings, including this Proxy
Statement, in whole or in part, this Report and the graph set
forth on page 14 shall not be incorporated by reference into any
such filings.
The members of the Compensation Committee (the "Committee")
are Norman J. Murray, Paul T. Theisen, Thomas C. Vadakin, and
Joseph H. Wesel, none of whom are compensated executive officers
or employees of the Company or its subsidiaries. Mr. Murray is
Chairman of the Board of Peoples Bank and Mr. Wesel is Chairman
of the Board of the Company. The Committee is to meet
periodically to review and recommend for approval by the Board
of Directors salaries, bonuses, employment agreements and
employee benefits plans for officers and employees, including
executive officers of the Company. The Committee also
supervises the operation of the Company's compensation plans,
selects those eligible employees who may participate in each
plan (where selection is permitted) and prescribes (where
permitted under the terms of the plan) the terms of any stock
options granted under any stock option plan of the Company.
Section 162(m) of the Internal Revenue Code of 1986, as
amended, prohibits a publicly-held corporation, such as the
Company, from claiming a deduction on its federal income tax
return for compensation in excess of $1 million paid for a given
fiscal year to the chief executive officer (or person acting in
that capacity) at the close of the corporation's fiscal year and
the four most highly compensated officers of the corporation,
other than the chief executive officer, at the end of the
corporation's fiscal year. The $1 million compensation deduction
limitation does not apply to "performance-based compensation."
The final regulations issued by the Internal Revenue Service
under Section 162(m) on December 19, 1995 (the "IRS
Regulations") set forth a number of provisions which
compensatory plans, such as the Incentive Bonus Plan, the
Peoples Bancorp Inc. 1993 Stock Option Plan (the "1993 Plan"),
and the Peoples Bancorp Inc. 1995 Stock Option Plan (the "1995
Plan"), must contain if the compensation paid under such plans
is to qualify as "performance-based" for the purposes of Section
162(m). In order to qualify as "performance-based" under the
IRS Regulations, the compensation must be paid solely on account
of the attainment of one or more performance goals set by a
compensation committee comprised solely of two (2) or more
outside directors. The performance goals must be approved by a
majority of shareholders prior to payment of the remuneration
and the compensation committee must certify to the satisfaction
of the goals. Due to the fact that all executive officers of
the Company receive compensation at levels substantially below
the $1,000,000 deductibility limit, the Committee does not
propose at this time to present for shareholder approval
performance goals such as those provided in the Incentive Bonus
Plan discussed below. The Company has determined that it is not
necessary to modify the 1993 Plan at this time since
compensation which may be paid to executive officers under the
1993 Plan would be considered "performance-based" under the
transition provisions of Section 162(m) and the IRS Regulations.
The 1995 Plan complies with Section 162(m) and the IRS
Regulations so that any compensation which may be received
thereunder by executive officers of the Company will qualify as
"performance-based". The Committee will rely from time to time
upon advice of the Company's General Counsel regarding the
appropriateness of presenting the Incentive Bonus Plan, or any
similar plan, to shareholders.
The Committee operates under the principle that the compensation
of executive officers should be directly and significantly
related to the financial performance of the Company. The
compensation philosophy of the Company reflects a commitment to
reward executive officers for performance through cash
compensation and through plans designed to enhance the long-term
commitment of officers and employees to the Company and its
subsidiaries. The cash compensation program for executive
officers consists of two elements: a base salary component and
an incentive component payable under the Incentive Bonus Plan.
The combination of base salary and incentive compensation is
designed to relate total cash compensation levels to the
performance of the Company, its subsidiaries and the individual
executive officer. The salaries of executive officers of the
Company, including Mr. Evans' salary, have remained without
substantial adjustment for a number of years, except for limited
increases reflecting cost of living rises and special
meritorious increases or adjustments reflecting increased
responsibilities and promotions. This philosophy was reflected
in Mr. Evans' 1995 base salary, which increased only 4.2% from
the prior year. This adjustment was designed to reflect cost of
living increases. Primary reliance has been placed on the
Incentive Bonus Plan for compensation adjustments.
The Incentive Bonus Plan was established in 1988 for certain
senior officers of the Company and its subsidiaries, including
Mr. Evans and the other executive officers of the Company. The
purpose of the Plan is to base compensation, in part, on the
profit performance of the Company. Each year, in January, the
Committee establishes minimum levels of return on equity, return
on assets and net income. All three standards must be satisfied
before any incentive bonus is paid. In 1995, the Incentive
Bonus Plan required the attainment of a minimum return on equity
of 11.50%, a minimum return on assets of 1.10%, and income
growth based on the highest dollar net income from either the
preceding year or any of the four years prior to 1995 increasing
for the year considered by a 5% compounding factor. If such
minimum levels are met, each officer receives an incentive bonus
equal to a predetermined percentage of salary, based on the
amount by which net income exceeds the minimum level, up to an
approximate maximum of 23% of salary. Consequently, higher net
income creates higher incentive bonuses. The goals set for 1995
were exceeded and, based upon the amount by which net income
exceeded the minimum level, Mr. Evans' incentive bonus was
approximately 13.0% of his base salary.
The Company's long-term compensation program consists primarily
of stock options granted under the 1993 Plan and the 1995 Plan.
The Committee believes that stock ownership by members of the
Company's management and stock-based performance compensation
arrangements are important in aligning the interests of
management with those of shareholders, generally in the
enhancement of shareholder value. Options are granted under
both the 1993 Plan and the 1995 Plan with an exercise price
equal to the fair market value of the Company's common shares on
the date of grant. If there is no appreciation in the fair
market value of the Company's common shares, the options are
valueless. In light of the grants made in 1994, the Committee
granted no options to key employees of the Company and its
subsidiaries in 1995. The Committee generally grants options
based upon its subjective determination of the relative current
and future contribution each officer has or may contribute to
the long-term welfare of the Company.
In order to further enhance Mr. Evans' long-term commitment to
Peoples Bank, Peoples Bank entered in a Deferred Compensation
Agreement with him in 1976. Under this Agreement, Mr. Evans
agreed to serve Peoples Bank as an employee until he reaches age
65 or until his earlier retirement, disability or death and
agreed not to engage in activities in competition with Peoples
Bank. The amount of $5,000 is automatically accrued to Mr.
Evans' account upon the completion of each year of service to
Peoples Bank until he reaches normal retirement age.
At various times in the past, the Company has adopted certain
broad-based employee benefit plans in which the Company's
executive officers are permitted to participate on the same
terms as non-executive officer employees who meet applicable
eligibility criteria, subject to legal limitations on the
amounts that may be contributed or the benefits that may be
payable under the plans.
To enhance the long-term commitment of the officers and
employees of the Company and its subsidiaries, the Company
maintains the Peoples Bancorp Inc. Retirement Savings Plan (the
"Peoples 401(k) Plan"). Mr. Evans, as well as all officers and
employees of the Company and its subsidiaries, may participate
in the Peoples 401(k) Plan, upon satisfying applicable
eligibility criteria. Company matching contributions and
participant contributions may be invested in common shares
providing each participant with motivation toward safe and sound
long-term growth of the Company. Company matching contributions
may vary at the discretion of the Board of Directors.
Submitted by the Compensation Committee of the Company's Board of Directors:
Norman J. Murray, Paul T. Theisen, Thomas C. Vadakin, and Joseph H. Wesel.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- -----------------------------------------------------------
Norman J. Murray, Chairman of the Board of Peoples Bank, serves
as a member of the Compensation Committee. Joseph H. Wesel,
Chairman of the Board of the Company, also serves as a member of
the Compensation Committee. Paul T. Theisen, who is President
and a shareholder in the law firm of Theisen, Brock, Frye, Erb &
Leeper Co., L.P.A. which rendered legal services to the Company
and its subsidiaries during the Company's 1995 fiscal year and
is expected to render legal services to the Company and its
subsidiaries during the Company's 1996 fiscal year, also serves
as a member of the Compensation Committee.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
- ------------------------------------------------
Summary of Cash and Certain Other Compensation
- ----------------------------------------------
The following table shows for the last three fiscal years, the
cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those
years, to Robert E. Evans, the Chief Executive Officer of the
Company and the only executive officer of the Company whose
total annual salary and bonus for the 1995 fiscal year exceeded
$100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards
------------------- ---------------------- All Other
Name and Salary Bonus Securities Underlying Compensation
Principal Position Year ($) <F1> ($) <F2> Options/SARs (#) <F3> ($)
- ------------------ ---- --------- --------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Robert E. Evans, 1995 $185,268 $16,929 -- $7,873 <F4>
President and Chief 1994 $175,680 $21,975 15,400 $7,931
Executive Officer 1993 $170,000 $32,605 4,400 $7,752
of the Company and
of Peoples Bank
<FN>
<F1> "Salary" includes fees received by Mr. Evans for services
rendered during 1995, 1994 and 1993 as a director of the Company
and its subsidiaries in the amounts of $15,700, $12,900 and
$13,500, respectively.
<F2> All bonuses reported were earned by Mr. Evans pursuant to the
Incentive Bonus Plan of the Company (the "Incentive Bonus Plan").
<F3> Represents options granted under the 1993 Plan.
<F4> "All Other Compensation" for 1995 includes the contribution
of $2,873 to the Peoples 401(k) Plan on behalf of Mr. Evans to
match pre-tax elective deferral contributions (included under
"Salary") made by him. "All Other Compensation" for 1995 also
includes the amount of $5,000 which was accrued for the account
of Mr. Evans pursuant to the terms of a Deferred Compensation
Agreement between Mr. Evans and the Company. See the discussion
in "Deferred Compensation Agreement."
</FN>
</TABLE>
Grant of Options
- ----------------
The Company did not grant any options to Mr. Evans during the
1995 fiscal year. The Company has never granted stock
appreciation rights.
Option Exercises and Holdings
- -----------------------------
The following table sets forth information with respect to
unexercised options held as of the end of the 1995 fiscal year
by Mr. Evans. He exercised no options during the 1995 fiscal
year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of
Number Securities Underlying Value of Unexercised
of Securities Unexercised Options at In-the-Money Options
Underlying FY-End(#) at FY-End($) <F1>
Options Value -------------------------- --------------------------
Name Exercised Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ----------- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Evans 0 n/a 4,400 <F2> 15,400 <F2> $33,946 $36,575
<FN>
<F1> "Value of Unexercised In-the-Money Options at FY-End" is
based upon the fair market value of the Company's common shares
on December 31, 1995 ($23.625) less the exercise price of
in-the-money options at the end of the 1995 fiscal year.
<F2> If Mr. Evans' employment with the Company and its
subsidiaries is terminated by reason of his retirement under the
provisions of any retirement plan of the Company or any
subsidiary or by reason of permanent disability, the options may
be exercised in full for a period of three months following the
date of retirement or permanent disability, subject to stated
term of the options. If Mr. Evans' employment is terminated by
reason of his death while an employee of the Company and/or
subsidiary, the options may be exercised in full for a period of
one year, subject to the stated term of the options. If Mr.
Evans' employment is terminated for any other reason, his
options will be forfeited.
</FN>
</TABLE>
Pension Plan
- ------------
The following table shows the estimated annual pension benefits
payable upon retirement at age 65 on a lifetime annuity basis
under the Peoples Bancorp Inc. Retirement Plan, a funded,
noncontributory pension plan (the "Pension Plan"), to a covered
participant in specified compensation and years of service
classifications.
PENSION PLAN TABLE
Years of Service
-------------------------------------------------
Annualized Average
Monthly Compensation 15 20 25 30 35
- -------------------- ------- ------- ------- ------- -------
$125,000 $33,422 $44,562 $55,703 $66,844 $66,844
$150,000 40,547 54,062 67,578 81,094 81,094
$175,000 40,547 54,062 67,578 81,094 81,094
$200,000 40,547 54,062 67,578 81,094 81,094
$225,000 40,547 54,062 67,578 81,094 81,094
$250,000 40,547 54,062 67,578 81,094 81,094
Benefits listed in the Pension Plan Table are not subject to
deduction for Social Security benefits or other amounts.
Monthly benefits upon normal retirement (age 65) are based upon
40% of "average monthly compensation" plus 17% of the excess, if
any, of "average monthly compensation" over "covered
compensation." For purposes of the Pension Plan, "average
monthly compensation" is based upon the monthly compensation
(including regular salary and wages, overtime pay, bonuses and
commissions) of an employee averaged over the five consecutive
credited years of service which produce the highest monthly
average within the last ten years preceding retirement and
"covered compensation" is the average of the 35 years of Social
Security wage bases prior to social security retirement age
("covered compensation" for Mr. Evans as of the end of the 1995
fiscal year was $43,200.)
1995 annualized average monthly compensation, to the extent
determinable, for purposes of the Pension Plan for Mr. Evans was
$185,268. As of the end of 1995 fiscal year, Mr. Evans had 25
credited years of service.
Deferred Compensation Agreements
- --------------------------------
On November 18, 1976, Peoples Bank entered into a Deferred
Compensation Agreement with Mr. Evans. Under this Deferred
Compensation Agreement, Mr. Evans agreed to serve Peoples Bank
as an employee until he reaches age 65 or until his earlier
retirement, disability or death and agreed not to engage in
activities in competition with Peoples Bank. Under this
Agreement, Mr. Evans or his beneficiaries are entitled to
receive specified amounts upon Mr. Evans' retirement, disability
or death, which amounts are payable monthly for ten years (with
interest) or in one lump sum at the election of Peoples Bank.
The principal amount payable to Mr. Evans is based upon the sum
of the amount accrued for his account during his years of
employment with Peoples Bank. During the Company's 1995 fiscal
year, the amount of $5,000 was accrued for Mr. Evans' account
pursuant to his Deferred Compensation Agreement and as of
December 31, 1995, a total of $95,000 had been accrued for his
account. The amount of $5,000 will be accrued for Mr. Evans'
account upon the completion of each year of service to Peoples
Bank until he reaches normal retirement age.
Directors' Compensation
- -----------------------
Each director of the Company receives $400 per calendar quarter
and $250 for each meeting attended.
Effective January 1, 1991, the Company established the Peoples
Bancorp Inc. Deferred Compensation Plan for Directors (the
"Directors Deferred Compensation Plan"). Voluntary
participation in the Directors Deferred Compensation Plan
enables a director of the Company, or of one of its
subsidiaries, to defer all or a part of his or her director's
fees, including federal income tax thereon. Such deferred fees
earn interest as provided in the Directors Deferred Compensation
Plan. Distribution of the deferred funds is paid in a lump sum
or annual installments beginning in the first year in which the
person is no longer a director.
Directors, other than those employed by the Company (the
"Non-Employee Directors"), are automatically granted options
under the 1993 Plan on the date they are first elected or
appointed as a director of the Company to purchase 1,210 common
shares. In addition, every other year at the Board meeting
immediately following the annual shareholders meeting,
commencing in 1993, all Non-Employee Directors then serving on
the Board of Directors, other than a Non-Employee Director who
was first elected as a director at such annual shareholders
meeting or first appointed as a director at the Board meeting
immediately following such annual shareholders meeting will
receive an automatic grant of options to purchase 1,210 common
shares; provided that the number of common shares subject to
options granted to Non-Employee Directors who have not served a
full two years on the Board will be prorated such that those
Non-Employee Directors will receive options to purchase only a
percentage of 1,210 common shares commensurate with the actual
portion of the two years that such Non-Employee Directors served
on the Board. Options granted to Non-Employee Directors have
terms of ten years and become exercisable with respect to 20% of
the common shares subject thereto on the date of grant and 20%
on each of the first, second, third and fourth anniversaries of
the date of grant. If a Non-Employee Director ceases to be a
director for reasons other than his or her death, the options
may be exercised for a period of three months, subject to the
stated term of the options. If a Non-Employee Director ceases
to be a director by reason of his or her death, the options may
be exercised for a period of one year, subject to the stated
term of the options.
On April 4, 1995, each Non-Employee Director who had served on
the Company's Board and/or that of a subsidiary (a "Subsidiary
Board") for all or a portion of at least five calendar years
immediately preceding the January 1 before that date (the
"Five-Year Service Requirement") was automatically granted an
option to purchase 825 common shares and each Non-Employee
Director who had not satisfied the Five-Year Service Requirement
was granted an option for 165 common shares plus 165 common
shares for each calendar year (or portion thereof) served. On
the date of the 1997 annual meeting of shareholders, each
Non-Employee Director then serving who satisfies the Five-Year
Service Requirement will be automatically granted an option for
825 common shares and each Non-Employee Director then serving
who does not satisfy the Five-Year Service Requirement will be
granted an option for 165 common shares plus 165 common shares
for each calendar year (or portion thereof) served. Individuals
who are first elected or appointed to the Board after April 4,
1995 but prior to the 1997 annual meeting of shareholders or
between the 1997 and 1999 annual meetings of shareholders will
be automatically granted options on the date of such election or
appointment covering a pro rata number of common shares based
upon the period before the 1997 or 1999 annual meeting of
shareholders, as appropriate. All options granted to
Non-Employee Directors under the 1995 Plan become exercisable
six months from the date of grant. All options granted, and to
be granted, to Non-Employee Directors under the 1993 Plan and
the 1995 Plan have, and will have an option price equal to 100%
of the fair market value of the Company's common shares on the
date of grant.
If a Non-Employee Director ceases to be a director for reasons
other than his death, his options may be exercised for a period
of three months, subject to the stated term of the options. If
a Non-Employee Director ceases to be a director by reason of his
death, his options may be exercised for a period of one year,
subject to the stated term of the options. If a Non-Employee
Director ceases to be a director by reason of fraud or
intentional misrepresentation, embezzlement, misappropriation or
conversion of assets or opportunities of the Company, all of his
options will immediately terminate.
PERFORMANCE GRAPH
- -----------------
The following line graph compares the yearly percentage change
in the Company's cumulative total shareholder return (as
measured by dividing (i) the sum of (A) the cumulative amount of
dividends for the measurement period, assuming dividend
reinvestment, and (B) the difference between the price of the
Company's common shares at the end and the beginning of the
measurement period; by (ii) the price of the Company's common
shares at the beginning of the measurement period) against the
cumulative return for an index for NASDAQ Stock Market (U.S.
Companies) comprised of all domestic common shares traded on the
NASDAQ National Market System and the NASDAQ Small-Cap Market
and an index for NASDAQ Bank Stocks comprised of all depository
institutions (SIC Code #602) and depository institutions holding
companies (SIC Code #671) that are traded on the NASDAQ National
Market System and the NASDAQ Small-Cap Market ("NASDAQ Bank
Stocks"), for the five-year period ended December 31, 1995.
(actual numbers plotted on performance graph)
Peoples NASDAQ NASDAQ
Year Ended Bancorp Inc. Bank Stocks (U.S. Companies)
- ------------ ---------------- --------------- ------------------
12/31/90 $100.00 $100.00 $100.00
12/31/91 132.32 164.09 160.56
12/31/92 190.52 238.85 186.87
12/31/93 221.46 272.40 214.50
12/31/94 261.15 271.41 209.69
12/31/95 290.88 404.35 296.30
Notes: 1. Total return assumes reinvestment of dividends.
2. Fiscal Year Ending December 31.
3. Return based on $100 invested on December 31, 1990
in common shares of the Company, an index for NASDAQ
Stock Market (U.S. Companies), and an index for NASDAQ
Bank Stocks.
PROPOSED AMENDMENT OF AMENDED ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED NUMBER OF COMMON SHARES
- -------------------------------------------------------
(Item 2 on Proxy)
The Amended Articles of Incorporation of the Company (the
"Amended Articles") presently authorize 6,000,000 common shares,
without par value. The Company's Board of Directors unanimously
adopted a resolution proposing and declaring it advisable that
Article FOURTH of the Company's Amended Articles be amended in
order to increase the authorized number of common shares of the
Company to 12,000,000, and recommended the approval of the
proposed amendment to the Company's shareholders. Of the
Company's presently authorized 6,000,000 common shares,
3,118,334 were outstanding as of February 16, 235,702 were
reserved for issuance and unissued under the 1993 Plan, 110,000
were reserved for issuance and unissued under the 1995 Plan,
540,145 were reserved for issuance and unissued under the
Peoples Bancorp Inc. Dividend Reinvestment Plan (the "DRIP"),
and 1,995,819 were available for issuance. In addition, common
shares of the Company may be acquired by participants in the
Peoples 401(k) Plan if they direct that their contributions and
Company matching contributions under the Peoples 401(k) Plan be
invested in the investment fund consisting of the Company's
common shares.
The proposed amendment would not change the powers, preferences
or rights of the Company's common shares. The Board of
Directors believes that it is desirable and in the best
interests of the Company and its shareholders to increase the
number of common shares that the Company is authorized to issue
in order to ensure that the Company will have a sufficient
number of authorized common shares available in the future to
provide it with the desired flexibility to meet its business
needs. If this proposal is approved by shareholders, the
additional common shares could be available for a variety of
corporate purposes, including, for example, the declaration and
payment of share dividends to the Company's shareholders; share
splits; use in the financing of expansion or future
acquisitions; issuance pursuant to the terms of employee benefit
plans, including the 1993 Plan, the 1995 Plan and the Peoples
401(k) Plan; and use in other possible future transactions of a
currently undetermined nature.
If the proposed amendment is adopted, the Company would be
permitted to issue the additional authorized common shares
without further shareholder approval, except to the extent
otherwise required by the Company's Amended Articles, by law or
by NASDAQ or any other securities exchange on which the common
shares may be listed at the time (the common shares are
currently reported on the NASDAQ National Market System). The
authorization of additional common shares will enable the
Company, as the need may arise, to take timely advantage of
market conditions and the availability of favorable
opportunities without the delay and expense associated with the
holding of a special meeting of its shareholders. It is the
belief of the Board of Directors that the delay necessary for
shareholder approval of a specific issuance could be to the
detriment of the Company and its shareholders. The Board of
Directors does not intend to issue any common shares except on
terms which the Board deems to be in the best interests of the
Company and its shareholders. Depending on the terms thereof,
the issuance of common shares may or may not have a dilutive
effect on the Company's then-existing shareholders. Other than
the common shares which could be acquired pursuant to the
Peoples 401(k) Plan, the 235,702 common shares which remain
issuable under the 1993 Plan, the 110,000 common shares which
remain issuable under the 1995 Plan and the 540,145 common
shares which remain issuable under the DRIP, the Company
presently has no plans, agreements, or understandings to issue
any of the newly-authorized common shares.
Although the Company has no such intentions, the proposed
increase in the authorized and unissued common shares might be
considered as having the effect of discouraging an attempt by
another person or entity, through the acquisition of a
substantial number of common shares, to acquire control of the
Company with a view to imposing a merger, sale of all or any
part of its assets, or a similar transaction, since the issuance
of new common shares, in a public or private sale, merger or
similar transaction, could be used to dilute the share ownership
of a person or entity seeking to obtain control of the Company.
Furthermore, since Article SEVENTH of the Company's Amended
Articles requires, if three members of the Company's Board of
Directors vote against the approval of such amendments or
transactions, the affirmative vote of the holders of shares
entitling them to exercise not less than 75% of the voting power
of the Company to adopt amendments to the Amended Articles or
Regulations (including the provisions of the Amended Articles
and Regulations pertaining to the right of a shareholder to
nominate an individual for election as a director of the
Company, the number of directors, the right of shareholders to
remove directors from office, or the classified Board), to adopt
any proposal to fix or change the number of directors of the
Company by action of the shareholders, or to adopt mergers and
certain other transactions involving the Company, the Board
could (within the limits imposed by Ohio law) issue new common
shares to purchasers who, together with other shareholders of
the Company, might block such a 75% vote. The Board has no
present knowledge of any present or past efforts to gain control
of the Company and has not received any indication from any
party that such party is interested in acquiring the Company.
The Company's Amended Articles and Regulations have for several
years contained other provisions which also could potentially
make a change of control of the Company more difficult. These
include: (a) the classification of the Board of Directors of
the Company into three classes of directors so that each
director serves for three years, with one class being elected
each year; (b) the elimination of cumulative voting in the
election of directors; (c) the requirement that shareholder
nominations for election to the Board of Directors be in the
writing and delivered or mailed to the Secretary of the Company
within the timeframes specified in the Company's Regulations;
(d) the requirement of the affirmative vote of not less than 75%
of the voting power of the Company, if affirmatively voted
against by three members of the Board of Directors, in order to
(i) adopt new or amended articles or regulations, (ii) approve
certain mergers, certain consolidations, certain share issuances
and certain asset sales, leases, exchanges, transfers or other
dispositions, (iii) approve the dissolution of the Company and
(iv) fix or change the number of directors by action of the
shareholders; (e) the requirement that holders of shares
entitling them to exercise not less than 75% of the voting power
of the Company vote in favor of the removal of a director from
office and that such removal be for cause; and (f) the
requirement of the written consent of all the shareholders in
order to amend the Company's Regulations by an action in writing
without a meeting.
Financial statements are not included in this Proxy Statement
as they are not material to a decision on the proposed amendment.
RECOMMENDATION AND VOTE
- -----------------------
UNDER ARTICLE SEVENTH OF THE COMPANY'S AMENDED ARTICLES, THE
AFFIRMATIVE VOTE OF THE HOLDERS OF SHARES ENTITLING THEM TO
EXERCISE NOT LESS THAN A MAJORITY OF THE VOTING POWER OF THE
COMPANY IS REQUIRED TO ADOPT THE PROPOSED AMENDMENT TO ARTICLE
FOURTH OF THE COMPANY'S AMENDED ARTICLES. As of February 16,
1996, the Company's executive officers and directors, together
with participants in the 401(k) Plan, held approximately 9.5% of
the Company's common shares and voting power. If the amendment
is approved, it will become effective upon the filing of a
Certificate of Amendment to the Company's Amended Articles with
the Secretary of State, which is expected to be accomplished as
promptly as practicable after such approval is obtained.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF THE
COMPANY'S AMENDED ARTICLES. UNLESS OTHERWISE DIRECTED, THE PERSONS NAMED
IN THE ENCLOSED PROXY WILL VOTE THE COMMON SHARES REPRESENTED BY ALL
PROXIES RECEIVED PRIOR TO THE ANNUAL MEETING AND NOT PROPERLY REVOKED,
IN FAVOR OF THE PROPOSED AMENDMENT TO ARTICLE FOURTH.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
- ---------------------------------------------
Any qualified shareholder who desires to present a proposal for
consideration at the 1997 Annual Meeting of Shareholders must
submit the proposal in writing to the Company. If the proposal
is received by the Company on or before November 8, 1996 and
otherwise meets the requirements of applicable state and federal
law, it will be included in the proxy statement and form of
proxy of the Company relating to its 1997 Annual Meeting of
Shareholders.
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
- ---------------------------------------------------
At a meeting held on April 4, 1995, the Board of Directors of
the Company appointed the accounting firm of Ernst & Young LLP
to serve as independent auditors for the Company and its
subsidiaries for periods ending after January 1, 1995. At that
same meeting, the accounting firm of Coopers & Lybrand L.L.P.,
which had served as independent auditors for the Company and its
subsidiaries prior to and until April 4, 1995, was dismissed.
The decision to change accountants was recommended by the Audit
Committee of the Board of Directors of the Company and approved
by the Board of Directors of the Company.
The reports of Coopers and Lybrand L.L.P. on the financial
statements for the fiscal years ended December 31, 1994 and
December 31, 1993 contained no adverse opinion or disclaimer of
opinion and neither of such reports was qualified or modified as
to uncertainty, audit scope or accounting principles.
There were no disagreements between the Company or its
subsidiaries and Coopers and Lybrand on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, during the fiscal years ended
December 31, 1994 and December 31, 1993, or during the period
from January 1, 1995 to April 5, 1995.
Independent auditors for the 1996 fiscal year have not been
selected. The Board of Directors has historically appointed
independent auditors at the meeting held immediately following
the Annual Meeting and intends to do so this year.
The Board of Directors expects that representatives of Ernst &
Young LLP will be present at the Annual Meeting, will have the
opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions.
OTHER MATTERS
- -------------
As of the date of this Proxy Statement, the Board of Directors
knows of no other business to be presented for action by the
shareholders at the 1996 Annual Meeting of Shareholders other
than as set forth in this Proxy Statement. However, if any
other matter is properly presented at the Annual Meeting, or at
any adjournment(s) thereof, it is intended that the persons
named in the enclosed proxy may vote the common shares
represented by such proxy on such matters in accordance with
their best judgment in light of the conditions then prevailing.
It is important that proxies be voted and returned promptly;
therefore, shareholders who do not expect to attend the Annual
Meeting in person are urged to fill in, sign and return the
enclosed proxy in the self-addressed envelope furnished herewith.
By Order of the Board of Directors
/s/ ROBERT E. EVANS
Robert E. Evans,
President and Chief Executive Officer
March 8, 1996
</PAGE>
PEOPLES BANCORP INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 9,
1996 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of common shares of Peoples Bancorp
Inc. (the "Company") hereby constitutes and appoints Robert E.
Evans and Joseph H. Wesel, or either of them, the Proxy or
Proxies of the undersigned, with full power of substitution, to
attend the Annual Meeting of Shareholders of the Company (the
"Annual Meeting") to be held on Tuesday, April 9, 1996, in the
Conference Room of The Peoples Banking and Trust Company, 235
Second Street, Marietta, Ohio, at 10:00 a.m., local time, and
any adjournment(s) thereof, and to vote all of the common shares
of the Company which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment(s) thereof:
1. To elect four directors to serve for terms of three years each.
______ FOR election as Directors of the Company of all of the
nominees listed below
______ WITHHOLD AUTHORITY to vote for all of the nominees
listed below.
(excepting as marked to the contrary below)*
Dennis D. Blauser
Rex E. Maiden
Norman J. Murray
Joseph H. Wesel
*(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
above.)
2. To adopt the proposed amendment to Article FOURTH of
the Company's Amended Articles of Incorporation increasing the
authorized number of common shares, without par value, of the
Company from 6,000,000 to 12,000,000 common shares.
_____ FOR _____ AGAINST _____ ABSTAIN
3. In their discretion, the Proxies are authorized to vote
upon such other matters (none known at the time of solicitation
of this proxy) as may properly come before the Annual Meeting
or any adjournment(s) thereof.
(Continued, and to be executed and dated on the reverse side)
(Continued from other side)
WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE COMMON
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF
THE COMPANY AND FOR PROPOSAL NO. 2. IF ANY OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S)
THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE
PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
All proxies previously given or executed by the undersigned are
hereby revoked. The undersigned acknowledges receipt of the
accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement for the April 9, 1996 meeting and the Annual Report of
the Company for the fiscal year ended December 31, 1995.
Dated: ______________________, 1996
___________________________________________________
Signature of Shareholder(s)
___________________________________________________
Signature of Shareholder(s)
Please sign exactly as your name appears hereon. When common
shares are registered in two names, both shareholders must
sign. When signing as executor, administrator, trustee,
guardian, attorney or agent, please give full title as such. If
shareholder is a corporation, please sign in full corporate
name by President or other authorized officer. If shareholder
is a partnership, please sign in partnership name by authorized
person. (Please note any change of address on this Proxy.)
PLEASE FILL IN, DATE, SIGN AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE
