As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
Peoples Bancorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, Marietta, Ohio 45750
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(Address of Principal Executive Offices) (Zip Code)
Russell Federal Savings Bank 1995 Stock Option and Incentive Plan
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(Full title of the plan)
Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease LLP
138 Putnam Street 52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750 Columbus, Ohio 43216-1008
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(Name and address of agent
for service)
(740) 374-6109
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(Telephone number, including area code, of agent for service)
_________________________________
Calculation of Registration Fee
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee
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Common Shares, 20,000 $10.99 $219,800 $65.00
without par -------- -------- ---------- --------
value
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(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of $10.99 per share, which is the exercise price of
options which have been granted with respect to these Common Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Annual Report on Form 10-K for the fiscal year ended December
31, 1997 of Peoples Bancorp Inc. (the "Registrant"), and all other reports
filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
that date are hereby incorporated by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-B (File No. 0-16772) filed with
the Commission on July 20, 1993, and all amendments thereto or reports filed
for the purpose of updating such description heretofore filed by the
Registrant with the Commission, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed with
the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Charles R. Hunsaker is the General Counsel of the Registrant. As of
July 31, 1998, Mr. Hunsaker owned 183 Common Shares of the Registrant, 1991
Common Shares of the Registrant were held in Mr. Hunsaker's account under the
Peoples Bancorp Inc. Retirement Savings Plan and Mr. Hunsaker held options to
purchase 22,042 Common Shares of the Registrant at various prices.
Item 6. Indemnification of Directors and Officers.
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Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for profit,
a limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect
of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that,
the court of common pleas or the court in which such action or suit
was brought determines, upon application, that, despite the
adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for such expenses as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability asserted against
a director is pursuant to Section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case, upon a determination that indemnification of the
director, trustee, officer, employee, member, manager, or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in division (E)(1) or (2) of this section. Such determination shall be
made as follows:
(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it
an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review
the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1)
or (2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section is pursuant to Section 1701.95 of the
Revised Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the director
in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,trustee,
officer, employee, member, manager, or agent in defending any action, suit, or
proceeding referred to in division (E)(1) or (2) of this section, may be paid
by the corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding, as authorized by the directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be indemnified by the
corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement,
a vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member, manager,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that
may be provided pursuant to divisions (E)(5),(6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to
repay or return payments made by the corporation pursuant to division (E)(5),
(6) or (7).
(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic
or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in the
same position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving corporation in
the same capacity.
Article FIVE of the Company's Code of Regulations governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification.
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The corporation shall indemnify any officer or director of the corporation
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action
threatened or instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. A person claiming indemnification under this Section
5.01 shall be presumed, in respect of any act or omission giving rise to such
claim for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
rebut such presumption.
Section 5.02. Court-Approved Indemnification.
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Anything contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or director of the
corporation who was a party to any completed action or suit instituted by or
in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter asserted
in such action or suit as to which he shall have been adjudged to be liable
for acting with reckless disregard for the best interests of the corporation
or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Washington County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability,
and in view of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other court
shall deem proper; and
(B) the corporation shall promptly make any such unpaid indemnification
as is determined by a court to be proper as contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses.
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Anything contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 5.01, or in defense of any claim, issue
or matter therein, he shall be promptly indemnified by the corporation against
expenses (including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) actually and reasonably incurred by him
in connection therewith.
Section 5.04. Determination Required.
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Any indemnification required under Section 5.01 and not precluded under
Section 5.02 shall be made by the corporation only upon a determination that
such indemnification of the officer or director is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section
5.01. Such determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (B) if such a
quorum is not obtainable or if a majority of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has
been retained by or who has performed services for the corporation, or any
person to be indemnified, within the past five years, or (C) by the
shareholders, or (D) by the Court of Common Pleas of Washington County,
Ohio or (if the corporation is a party thereto) the court in which such
action, suit or proceeding was brought, if any; any such determination may be
made by a court under division (D) of this Section 5.04 at any time
[including, without limitation, any time before, during or after the time
when any such determination may be requested of, be under consideration by or
have been denied or disregarded by the disinterested directors under division
(A) or by independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04]; and no failure for any reason to
make any such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person shall have the
right to petition the Court of Common Pleas of Washington County, Ohio
or the court in which such action or suit was brought, if any, to review
the reasonableness of such determination.
Section 5.05. Advances for Expenses.
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Expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs) incurred in defending any action,
suit or proceeding referred to in Section 5.01 shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding to or on behalf of the officer or director promptly as such
expenses are incurred by him, but only if such officer or director shall
first agree, in writing, to repay all amounts so paid in respect of any claim,
issue or other matter asserted in such action, suit or proceeding in defense
of which he shall not have been successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section 5.04 that
he is not entitled to be indemnified by the corporation as provided under
Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by or in
the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent
that the Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances,
he is fairly and reasonably entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive.
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The indemnification provided by this Article Five shall not be exclusive
of, and shall be in addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles or the Regulations or any
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be an officer or director of the corporation and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Section 5.07. Insurance.
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The corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or
self-insurance, on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the obligation or
the power to indemnify him against such liability under the provisions of
this Article Five. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
Section 5.08. Certain Definitions.
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For purposes of this Article Five, and as examples and not by way of
limitation:
(A) A person claiming indemnification under this Article Five shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding
shall be terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a conviction of him,
without the imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether or not any such
termination is based upon a judicial or other determination of the lack of
merit of the claims made against him or otherwise results in a vindication
of him); and
(B) References to an "other enterprise" shall include employee benefit
plans; references to a "fine" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" within the meaning of that term as used in this
Article Five.
Section 5.09. Venue.
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Any action, suit or proceeding to determine a claim for indemnification
under this Article Five may be maintained by the person claiming such
indemnification, or by the corporation, in the Court of Common Pleas of
Washington County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Common Pleas of Washington County,
Ohio in any such action, suit or proceeding.
The Registrant has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached.
Item 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that times
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 of this Part II, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marietta, State of Ohio, on the
1st day of September, 1998.
PEOPLES BANCORP INC.
By: /s/ ROBERT E. EVANS
Robert E. Evans, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 1st day of September, 1998.
Signature Capacities
- -------------------- ----------
/s/ROBERT E. EVANS President, Chief Executive
- -------------------- Officer and Director
Robert E. Evans
*George W. Broughton Director
George W. Broughton
*Wilford D. Dimit Director
Wilford D. Dimit
*Barton S. Holl Director
Barton S. Holl
Director
Rex E. Maiden
*Norman J. Murray Director
Norman J. Murray
*Paul T. Theisen Director
Paul T. Theisen
*Thomas C. Vadakin Director
Thomas C. Vadakin
*Joseph H. Wesel Chairman of the Board and
Joseph H. Wesel
*Jeffrey D. Welch Treasurer (Principal
Jeffrey D. Welch
*John W. Conlon Chief Financial Officer
John W. Conlon
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page Numbers
- ----------- --------------------------------- ------------
5 Opinion of Charles R. Hunsaker, *
General Counsel of Peoples Bancorp
Inc., as to the validity of the
securities being registered
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Counsel (included in *
Exhibit 5)
24 Powers of Attorney *
___________________
*Filed herewith.
Exhibit 5
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September 1, 1998
Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
Marietta, OH 45750
Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by
Peoples Bancorp Inc., an Ohio corporation (the "Company"), in connection with
the adoption of the Russell Federal Savings Bank 1995 Stock Option and
Incentive Plan (the "Plan") by the Company pursuant to the provisions of the
Agreement and Plan of Merger and Reorganization, dated August 19, 1996 (the
"Merger Agreement"), between the Company and Russell Federal Savings Bank
("Russell"); the conversion of options to purchase shares of common stock of
Russell granted under the Plan to options to purchase common shares, without
par value (the "Common Shares"), of the Company in accordance with the
provisions of the Merger Agreement; and the issuance and sale of Common
Shares of the Company upon the exercise of such converted options in
accordance with the terms and conditions of the Plan, as described in the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof. The purpose
of the Registration Statement is to register 20,000 Common Shares reserved
for issuance under the Plan pursuant to the provisions of the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
In connection with this opinion, I have examined, among other things,
such records and documents as I have deemed necessary in order to express the
opinion hereinafter set forth.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, I am of the opinion
that after the 20,000 Common Shares of the Company to be registered under the
Registration Statement have been issued and delivered by the Company, upon
the exercise of the converted options, against payment of the purchase price
therefor, in accordance with the terms of the Plan, said Common Shares will
be validly issued, fully paid and non-assessable, assuming compliance with
applicable federal and state securities laws.
My opinion is limited to the General Corporation Law of Ohio in effect
as of the date hereof. This opinion is furnished by me solely for the benefit
of the Company in connection with the offering of the Common Shares pursuant
to the Plan and the filing of the Registration Statement and any amendments
thereto. This opinion may not be relied upon by any other person or assigned,
quoted or otherwise used without my specific written consent.
Notwithstanding the foregoing, I consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to me therein.
By giving such consent, I do not admit that I come within the category of
persons whose consent is required under Section 7 of the Act, or the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ CHARLES R. HUNSAKER
Charles R. Hunsaker
General Counsel
Exhibit 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the Russell Federal Savings Bank 1995
Stock Option and Incentive Plan of Peoples Bancorp Inc. of our report dated
February 6, 1998, with respect to the consolidated financial statements of
Peoples Bancorp Inc. incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Charleston, West Virginia
September 3, 1998
Exhibit 24
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and/or directors of PEOPLES BANCORP INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its Common Shares
for offering and sale pursuant to options granted under the Russell Federal
Savings Bank 1995 Stock Option and Incentive Plan, hereby constitutes and
appoints Robert E. Evans and Charles R. Hunsaker, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 13th day of August, 1998.
/s/ GEORGE W. BROUGHTON
George W. Broughton
Rex E. Maiden
/s/ WILFORD D. DIMIT
Wilford D. Dimit
/s/ NORMAN J. MURRAY
Norman J. Murray
/s/ ROBERT E. EVANS
Robert E. Evans
/s/ PAUL T. THEISEN
Paul T. Theisen
/s/ BARTON S. HOLL
Barton S. Holl
/s/ THOMAS C. VADAKIN
Thomas C. Vadakin
/s/ JEFFREY D. WELCH
Jeffrey D. Welch
/s/ JOHN W. CONLON
John W. Conlon
/s/ JOSEPH H. WESEL
Joseph H. Wesel
