SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Peoples Bancorp Inc.
________________________________________________
(Name of registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
________________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________
(5) Total fee paid:
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[ ] Fee paid previously with the preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________
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(4) Date Filed: ____________________________________________
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 10, 1997
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 10:30 A.M., local time, on Tuesday,
April 10, 1997, in the Conference Room of The Peoples Banking
and Trust Company, 235 Second Street, Marietta, Ohio, for the
following purposes:
1) To elect the following Directors for terms of three years each:
Nominee Term Expires In
------- ---------------
George W. Broughton (for re-election) 2000
Wilford D. Dimit (for re-election) 2000
Barton S. Holl (for re-election) 2000
2) To transact such other business as may properly come
before the Annual Meeting and any adjournment or
adjournments thereof.
Shareholders of record at the close of business on February 27,
1997, will be entitled to notice of and to vote at the Annual
Meeting and any adjournment or adjournments thereof.
You are cordially invited to attend the Annual Meeting. The
vote of each shareholder is important, whatever the number of
common shares held. Whether or not you plan to attend the
Annual Meeting, please sign, date and promptly return your Proxy
in the enclosed envelope.
The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996, accompanies this Notice and Proxy
Statement.
By Order of the Board of Directors,
/s/ RUTH I. OTTO
Ruth I. Otto
Corporate Secretary
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 10, 1997, 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 Thursday, April 10, 1997, 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 four wholly-owned subsidiaries. They are The
Peoples Banking and Trust Company ("Peoples Bank"), The First
National Bank of Southeastern Ohio ("First National"), Russell
Federal Savings Bank ("Russell Federal") and 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 27, 1997 (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, 3,445,675 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 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 to vote is withheld will be
counted for quorum purposes.
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.
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, 1996 (the "1996 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 Nature of Percent of
of Beneficial Owner Beneficial Ownership Class (1)
- ----------------------- ------------------------ --------------
Peoples Bank - Trustee 462,286 (2) 13.4%
138 Putnam Street
Marietta, Ohio 45750
(1) The percent of class is based on 3,445,675 common shares
outstanding on the Record Date.
(2) Includes 70,496 common shares, 326,627 common shares,
57,252 common shares and 8,911 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 112,256
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)
- --------------------- --------- -------------------- -------- ----------
Dennis D. Blauser 9,675 (4) 3,039 12,714 (3)
George W. Broughton 51,018 (5) 2,434 53,452 1.6%
Wilford D. Dimit 9,313 (6) 2,676 11,989 (4)
Robert E. Evans (7) 61,809 (8) 9,075 70,884 2.1%
Barton S. Holl 6,614 (9) 1,067 7,681 (3)
Rex E. Maiden 688 2,408 3,096 (3)
Norman J. Murray 4,507 (10) 3,039 7,546 (3)
James B. Stowe (11) 15,027 (12) 3,039 18,066 (3)
Paul T. Theisen 9,813 3,039 12,852 (3)
Thomas C. Vadakin 1,745 3,039 4,784 (3)
Joseph H. Wesel 31,390 (13) 3,039 34,429 1.0%
All current
directors and
executive officers
as a group
(numbering 16) 217,028 (14) 55,029 272,057 7.9%
(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 3,445,675 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) Reflects ownership of less than 1% of the outstanding
common shares.
(4) Includes 6,898 common shares held jointly by Mr. Blauser
with his wife as to which he exercises shared voting and
investment power and 1,378 common shares held in an IRA owned by
Mr. Blauser. Does not include 3,585 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.
(5) Includes 3,191 common shares held by Mr. Broughton as
custodian for his children, as to which Mr. Broughton has sole
voting and investment power and claims beneficial ownership.
Does not include 7,085 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 10,021 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 10,981 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.
(6) Includes 5,230 common shares held jointly by Mr. Dimit with
his wife as to which he exercises shared voting and investment
power.
(7) Executive officer of the Company named in the Summary
Compensation Table.
(8) Includes 12,006 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 8,401 common shares
held of record and owned beneficially by Mr. Evans' wife and
1,823 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.
(9) Includes 2,869 common shares held jointly by Mr. Holl with
his wife as to which he exercises shared voting and investment
power.
(10) Does not include 9,016 common shares held of record and
beneficially owned by Mr. Murray's wife and 1,936 common shares
held of record and beneficially owned by Mr. Murray's daughter,
as to which he has no voting or investment power and disclaims
beneficial ownership thereof.
(11) The term of Mr. Stowe's directorship ends on the date of
the Annual Meeting and he has chosen not to stand for
re-election.
(12) Includes 5,993 common shares held jointly by Mr. Stowe
with his wife as to which he exercises shared voting and
investment power. Does not include 21,776 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 7,423 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 12,447 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 11,857
common shares allocated to the respective accounts of executive
officers of the Company in the Peoples Bancorp Inc. Retirement
Savings Plan. See notes (4), (5), (6), and (8) through (13)
above.
ELECTION OF DIRECTORS
---------------------
(Item 1 on Proxy)
Three 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. The decision by Mr. Stowe not
to stand for reelection has created a vacancy, and no person has
been nominated by the Board of Directors in order to fill the
vacancy at this time. The Board will address this vacancy
during a regular Board meeting in the future. The proxies
cannot by voted for more than three nominees for election at the
Annual Meeting. 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.
Position(s) Held Nominee
with the Company For
and its Subsidiaries Director Term
and Principal Continuously Expiring
Nominee Age Occupation(s) Since In
- -------------------- ----- ---------------------- ------------ --------
George W. Broughton 39 Director and Executive 1994 2000
Vice President/Sales
and Marketing,
Broughton Foods Co.,
a processor and
distributor of dairy
products; Director of
SBR, Inc., maker of
replacement windows
and owner of "Wood
Crafters" catalog and
stores. (1)
Wilford D. Dimit 63 President of First 1993 2000
Settlement, Inc.,
Marietta, Ohio, a
retail clothing store
and restaurant. (1)
Barton S. Holl 73 Chairman of the Board 1990 2000
of Logan Clay Products,
Inc., Logan, Ohio, a
manufacturer of clay
products.
(1) Also a director of Peoples Bank.
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 three
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.
Position(s) Held Nominee
with the Company For
and its Subsidiaries Director Term
and Principal Continuously Expiring
Nominee Age Occupation(s) Since In
- -------------------- ----- ---------------------- ------------ --------
Dennis D. Blauser 71 President of Blauser 1987 1999
Energy Corp., Marietta,
Ohio, an oil and gas
producer; President of
Blauser Well Service,
Inc., Marietta, Ohio,
a servicer of oil and
gas wells; Chairman of
the Board of Marietta
Structures Corporation,
Marietta, Ohio, a
builder of bridge
beams, prestressed
concrete beams and
pre-engineered siding
for buildings and
industrial and farm
silos. (1)
Robert E. Evans 56 President and Chief 1980 1998
Executive Officer of the
Company and of Peoples
Bank; Chairman of the
Board of Northwest
Territory. (2)
Rex E. Maiden 61 President and Chairman 1996 1999
of the Board of Maiden &
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. (1)
Norman J. Murray 79 Former President and 1980 1999
Chairman of the Board of
The Airolite Co.,
Marietta, Ohio, a
manufacturer of
ventilating louvers, from
which he retired in 1994;
Chairman of the Board of
Peoples Bank since 1990. (1)
Paul T. Theisen 66 President and Shareholder 1980 1998
of Theisen, Brock, Frye,
Erb & Leeper Co., L.P.A.
Attorneys at Law,
Marietta, Ohio. (3)
Thomas C. Vadakin 65 President of Vadakin Inc., 1989 1998
Marietta, Ohio, a heavy
industrial cleaning service;
Director, The Airolite
Company, Marietta, Ohio,
a manufacturer of
ventilating louvers. (1)
Joseph H. Wesel 67 Chairman and Chief 1980 1999
Executive Officer of
Marietta Automotive
Warehouse, Inc., Marietta,
Ohio, an automotive parts
wholesaler; President of
Auto Paints Works Inc.,
Marietta, Ohio, a
wholesaler/ retailer of
auto paint and body shop
supplies; President of
W.D.A., Inc., Marietta,
Ohio, a real estate holding
company; Director, Marietta
Ignition, Inc., a
wholesaler/retailer of
automotive parts and
industrial supplies;
Chairman of the Board of
the Company since 1991. (4)
(1) Also a director of Peoples Bank.
(2) Mr. Evans is also a director of Peoples Bank, First
National, Russell Federal and Northwest Territory.
(3) Mr. Theisen is also a director of Peoples Bank and First
National.
(4) Mr. Wesel is also a director of Peoples Bank and Russell
Federal.
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 1996 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 served as a director and the total number of
meetings held by all committees of the Board of Directors on
which he served during the period he served, except Dennis D.
Blauser who, due to an illness from which he is recovering,
attended 31%.
The Board of Directors of the Company has an Audit Committee
comprised of 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 to serve as the
Company's independent auditors. The Audit Committee met five
(5) times during the Company's 1996 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 four (4) times
during the Company's 1996 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 1996 fiscal year and is expected to render legal
services to the Company and its subsidiaries during the
Company's 1997 fiscal year.
During the Company's 1996 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, 1996, was $4,777,000. This does not
include the aggregate amount $3,676,000 in loans to persons
acting in the sole capacity as directors or executive officers
of subsidiaries of the Company. 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 and their associates at
December 31, 1996, were $1,916,815 of loans to Dennis D.
Blauser, one of the Company's directors, and corporations with
which he is associated, which loans were disclosed as potential
problem loans for the years ended December 31, 1995 and 1994,
respectively. Due to recent improved performance, these loans
are not currently deemed potential problem loans by management.
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 15 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) of 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 million 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 no further grants will be made to anyone listed
in the Summary Compensation Table. 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' 1996 base salary, which increased 7.1%
from the prior year. This adjustment was designed to reflect
cost of living increases, as well as a merit adjustment due to
the continued increase in the financial performance and growth
of the Company. 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. In 1996 the Incentive Bonus
Plan applied to all employees of the Company and it
subsidiaries. Each year, in January, the Committee establishes
minimum levels of return on equity and net income. Both
standards must be satisfied before any incentive bonus is paid.
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 25% of salary.
Consequently, higher net income creates higher incentive
bonuses. In 1996, the Incentive Bonus Plan required the
attainment of a minimum return on equity of 12.50% and net
income of $6.9 million. The goals set for 1996 were exceeded
and, based upon the amount by which net income exceeded the
minimum level, Mr. Evans' incentive bonus was approximately 7%
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 or 1996. 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 1996 fiscal year and
is expected to render legal services to the Company and its
subsidiaries during the Company's 1997 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 1996 fiscal year exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
------------
Annual Compensation Securities
------------------- Underlying All Other
Name and Salary Bonus Options/SARs Compensation
Principal Position Year ($) (1) ($) (2) (#) (3) ($)
- ------------------ ---- -------- -------- ------------- ------------
Robert E. Evans, 1996 $196,900 $12,712 -- $7,250 (4)
President and 1995 $185,268 $16,929 -- $7,873
Chief Executive 1994 $175,680 $21,975 16,940 $7,931
Office of the
Company and
of Peoples Bank
(1) "Salary" includes fees received by Mr. Evans for services
rendered during 1996, 1995 and 1994 as a director of the Company
and its subsidiaries in the amounts of $15,300, $15,700 and
$12,900, respectively.
(2) All bonuses reported were earned by Mr. Evans pursuant to
the Incentive Bonus Plan.
(3) Represents options granted under the 1993 Plan.
(4) "All Other Compensation" for 1996 includes the contribution
of $2,250 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 1996 also
includes the amount of $5,000 which was accrued for the account
of Mr. Evans pursuant to the terms of a Deferred Compensation
Agreement between Mr. Evans and the Company. See the discussion
in "Deferred Compensation Agreement."
Grant of Options
- ----------------
The Company did not grant any options to Mr. Evans during the
1996 fiscal year. The Company has never granted stock
appreciation rights.
Option Exercises and Holdings
- -----------------------------
The following table sets forth information with respect to
unexercised options held as of the end of the 1996 fiscal year
by Mr. Evans. He exercised no options during the 1996 fiscal
year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
-----------------------------------------------
<CAPTION>
Number Number of
Securities Securities Underlying Value of Unexercised
Underlying Unexercised Options at In-the-Money Options
Options Value FY-End (#) at FY-End ($) <F1>
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ---------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Evans 0 n/a 9,075 <F2> 12,705 <F2> $88,633 $91,222
<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, 1996 ($26.50) less the exercise price of
in-the-money options at the end of the 1996 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 the
stated term of the options. If Mr. Evans' employment is
terminated by reason of his death while an employee of the
Company and/or a subsidiary, the 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 $33,281 $44,375 $55,468 $66,562 $66,562
$150,000 40,406 53,875 67,343 80,812 80,812
$175,000 40,406 53,875 67,343 80,812 80,812
$200,000 40,406 53,875 67,343 80,812 80,812
$225,000 40,406 53,875 67,343 80,812 80,812
$250,000 40,406 53,875 67,343 80,812 80,812
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 1996
fiscal year was $43,668.)
1996 annualized average monthly compensation, to the extent
determinable, for purposes of the Pension Plan for Mr. Evans was
$196,900. As of the end of 1996 fiscal year, Mr. Evans had 26
credited years of service.
Deferred Compensation Agreement
- -------------------------------
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 1996 fiscal
year, the amount of $5,000 was accrued for Mr. Evans' account
pursuant to his Deferred Compensation Agreement and as of
December 31, 1996, a total of $100,000 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 directors'
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 made 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 1,331 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 1,331 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 1,331 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.
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 908 common shares and each Non-Employee
Director who had not satisfied the Five-Year Service Requirement
was granted an option for 182 common shares plus 182 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
908 common shares and each Non-Employee Director then serving
who does not satisfy the Five-Year Service Requirement will be
granted an option for 182 common shares plus 182 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 (whether granted under the
1993 Plan or the 1995 Plan) 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 (whether granted under the 1993 Plan or the
1995 Plan) 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
granted under the 1995 Plan 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, 1996.
(actual numbers plotted on graph)
NASDAQ STOCKS
Year Ended Peoples Bancorp Inc. NASDAQ Bank Stocks (U.S. Companies)
- ---------- -------------------- ------------------ ----------------
12/31/91 100.000 100.000 100.000
12/31/92 143.982 145.551 116.378
12/31/93 167.367 165.989 133.595
12/31/94 197.368 165.385 130.587
12/31/95 219.836 246.319 184.674
12/31/96 278.891 325.600 227.164
Notes: 1. Total return assumes reinvestment of dividends.
2. Fiscal Year Ending December 31.
3. Return based on $100 invested on December 31, 1991 in
common shares of the Company, an index for NASDAQ
Stock Market (U.S. Companies), and an index for
NASDAQ Bank Stocks.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
---------------------------------------------
Any qualified shareholder who desires to present a proposal for
consideration at the 1998 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 10, 1997 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 1998 Annual Meeting of
Shareholders.
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
---------------------------------------------------
The Board of Directors of the Company appointed the firm of
Ernst & Young LLP to serve as independent auditors for the
Company and its subsidiaries for the 1996 fiscal year.
Independent auditors for the 1997 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 1997 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 10, 1997
PEOPLES BANCORP INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 10, 1997
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 Thursday, April
10, 1997, in the Conference Room of The Peoples Banking and
Trust Company, 235 Second Street, Marietta, Ohio, at 10:30 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 three directors to serve for terms of three years each.
____ FOR election as Directors of the Company of all of the
nominees listed below (excepting as marked to the
contrary below.)*
____ WITHHOLD AUTHORITY to vote for all of the nominees
listed below.
George W. Broughton Wilford D. Dimit Barton S. Holl
*(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list above.)
2. 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. 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 10, 1997 meeting and the Annual Report
of the Company for the fiscal year ended December 31, 1996.
Dated: _______________________________________, 1997
_____________________________________________________
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
