SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
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
[ ] 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:
________________________________________________________
[ ] 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: ________________________________
(2) Form, Schedule or Registration Statement No.: __________
(3) Filing Party: __________________________________________
(4) Date Filed: ____________________________________________
PEOPLES BANCORP INC.
POST OFFICE BOX 738
MARIETTA, OHIO 45750
(740) 374-6136
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
PEOPLES BANCORP INC.
--------------------
Marietta, Ohio
March 8, 1999
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
9:30 A.M., local time, on Thursday, April 15, 1999, in the Mississippi Delta
Room, Lafayette Hotel, 101 Front Street, Marietta, Ohio, for the following
purposes:
1. To elect the following Directors for terms of three years each:
Nominee Term Expires In
------- ---------------
Frank L. Christy (for re-election) 2002
Rex E. Maiden (for re-election) 2002
Joseph H. Wesel (for re-election) 2002
2. To transact such other business as may properly come before the
Annual Meeting and any adjournment(s) thereof.
Shareholders of record at the close of business on February 16, 1999,
will be entitled to notice of and to vote at the Annual Meeting and
any adjournment(s) thereof.
You are cordially invited to attend the Annual Meeting. The vote of
each shareholder is important, whatever the number of common shares
held. Whether or not you plan to attend the Annual Meeting, please
sign, date and return your Proxy promptly in the enclosed envelope.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1998, 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
(740) 374-6136
PROXY STATEMENT
---------------
This Proxy Statement and the accompanying proxy are being mailed to
shareholders of Peoples Bancorp Inc., an Ohio corporation (the "Company"),
on or about March 8, 1999, 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 15, 1999, or at any adjournment(s) thereof. The Annual
Meeting will be held at 9:30 A.M., local time, in the Mississippi Delta Room,
Lafayette Hotel, 101 Front Street, Marietta, Ohio.
The Company has four wholly-owned subsidiaries. They include The Peoples
Banking and Trust Company ("Peoples Bank"), The First National Bank of
Southeastern Ohio ("First National"), Peoples Bank FSB ("Peoples FSB") and
The Northwest Territory Life Insurance Company ("Northwest Territory").
A proxy for use at the Annual Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Company. Shareholders of
the Company may use their proxies if they are unable to attend the Annual
Meeting in person or wish to have their common shares of the Company voted
by proxy even if they do attend the Annual Meeting. Without affecting any
vote previously taken, any shareholder executing a proxy may revoke it at
any time before it is voted by filing with the Secretary of the Company, at
the address of the Company set forth on the cover page of this Proxy
Statement, written notice of such revocation; by executing a later-dated
proxy which is received by the Company prior to the Annual Meeting; or by
attending the Annual Meeting and giving notice of such revocation in person.
Attendance at the Annual Meeting will not, in and of itself, constitute
- -----------------------------------------------------------------------
revocation of a proxy.
- ---------------------
Only shareholders of the Company of record at the close of business on
February 16, 1999 (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, 5,795,604 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.
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, sign and submit 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 compensation plans, 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.
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, 1998 (the "1998 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 Percent of
of Beneficial Owner of Beneficial Ownership Class (1)
- ------------------- ----------------------- ----------
Peoples Bank - Trustee 841,977 (2) 14.6 %
138 Putnam Street
Marietta, Ohio 45750
____________________________________________
(1) The percent of class is based on 5,795,604 common shares outstanding on
the Record Date.
(2) Includes 154,031 common shares, 485,115 common shares, 153,207 common
shares and 49,624 common shares as to which the Investment and Trust
Department of Peoples Bank has shared investment and sole 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 208,124 common shares held by the
Investment and Trust Department in its capacity as Trustee under the
Peoples Bancorp Inc. Retirement Savings Plan with respect to which the
Investment and Trust Department 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 executive officers and directors of the Company as a group:
Amount and Nature of Beneficial Ownership (1)
---------------------------------------------
Common Shares
Common Which Can Be Acquired
Shares Upon Exercise of
Presently Options Execisable Percent of
Name Held Within 60 Days Total Class(2)
- ------------------- --------- -------------- ------- -----------
George W. Broughton 88,436 (4) 8,134 96,570 1.6%
Frank L. Christy 89,976 (5) 0 59,976 (3)
Wilford D. Dimit 16,611 (6) 8,497 25,108 (3)
Robert E. Evans (7) 98,160 (8) 26,317 124,477 2.1%
Barton S. Holl 9,920 (9) 6,083 16,003 (3)
Rex E. Maiden 6,399 2,688 9,087 (3)
Norman J. Murray 23,188 (10) 1,925 25,113 (3)
Paul T. Theisen 14,719 (11) 9,041 23,760 (3)
Thomas C. Vadakin 5,687 (12) 1,925 7,612 (3)
Joseph H. Wesel 39,627 (13) 7,044 46,671 (3)
All directors and
executive officers
as a group
(numbering 16) 406,175 (14) 54,941 532,770 9.1%
__________________
(1) Unless otherwise noted, the beneficial owner has sole voting and
investment power with resepect to all of the common shares reflected in
the table. All fractional common shares have been rounded to the nearest
whole common share.
(2) The percent of class is based upon 5,795,604 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 4,668 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 10,627 common shares
held or 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 10,025 common shares held in Carl
Broughton Trust for George, a trust with Peoples Bank as Trustee.
Peoples Bank exercises sole voting and investment power with respect
to the common shares held in this Trust and these common shares are
included among the common shares shown as beneficially owned by Peoples
Bank in the preceding table. Does not include 16,472 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. Does not include 501 common shares payable from the Peoples
Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp
Inc. and Subsidiaries, of which Mr. Broughton exercises no voting or
investment control.
(5) Includes 7,037 common shares held in the Frank L. Christy Investment
Account as to which he exercises shared voting and investment power.
Also includes 52,932 common shares held in the Riverbank Restaurants
Inc. Agency Account as to which Mr. Christy exercises shared voting and
investment power.
(6) Includes 10,241 common shares held jointly by Mr. Dimit and his wife as
to which he exercises shared voting and investment power. Does not
include 4,367 common shares payable from the Peoples Bancorp Inc.
Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries, of which Mr. Dimit exercises no voting or investment
control.
(7) Executive officer of the Company in the Summary Compensation Table.
(8) Includes 19,811 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 13,107 common shares held of record and owned beneficially by
Mr. Evans' wife, as to which common shares Mr. Evans has not voting or
investment power and disclaims beneficial ownership. Does not include
4,772 shares payable from the Peoples Bancorp Inc. Deferred Compensation
Plan for Directors of Peoples Bancorp Inc. and Subsidiaries, of which
Mr. Evans exercises no voting or investment control.
(9) Includes 13,524 common shares held jointly by Mr. Holl and his wife as
to which he exercises shared voting and investment power.
(10) Includes 13,524 common shares held in the name of Mr. Murray's wife.
Mr. Murray's wife died on October 31, 1998. Mr. Murray, as Executor of
his wife's Estate, exercises voting and investment power. Also includes
2,904 common shares held in the Susan Murray Trust Investment Account as
to which Mr. Murray, as Trustee, exercises shared voting and investment
power.
(11) Does not include 3,013 common shares payable from the Peoples Bancorp
Inc. and Subsidiaries, of which Mr. Theisen exercises no voting or
investment control.
(12) Includes 5,155 shares in the Thomas C. Vadakin Investment Account in
Peoples Bank in which Mr. Vadakin shares investment and voting power.
(13) Does not include 8,699 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 4,113 common
shares payable from the Peoples Bancorp Inc. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries, of which Mr.
Wesel exercises no voting or investment control. Also does not include
20,503 common shares in the Joseph and Lu Wesel Grandchildren's Trust in
which the Peoples Bank has sole investment and voting powers. Does not
include 18,670 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 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 shown as beneficially owned by Peoples Bank in
the preceding table.
(14) Includes common shares held jointly by directors and officers and other
persons. Also includes 26,660 common shares allocated to the respective
accounts of executive officers of the Company in the Peoples Bancorp Inc.
Retirement Savings Plan. See notes (4) through (6) and (8) through (12)
above.
ELECTION OF DIRECTORS
---------------------
(Item 1 on Proxy)
Pursuant to the authority granted under Section 2.02 (C) of the Company's
Regulations, on February 11, 1999, the Board of Directors increased the
number of Directors in the class whose term expires at the Annual Meeting to
four and appointed Frank L. Christy to fill the vacancy created by such
increase. Norman J. Murray has elected not to stand for re-election at the
Annual Meeting and the Board of Directors has fixed the number of Class I
Directors to be elected at the Annual Meeting at three. Each Class I
Director is to be elected for a three-year term and until his successor is
duly elected and qualified. It is the intention of the persons named in
the accompanying proxy to vote the common shares represented by the proxies
received pursuant to this solicitation for the nominees named below who have
been designated by the Board of Directors, unless otherwise instructed on
the proxy.
The following table gives certain information concerning each nominee for
election as a director of the Company. Unless otherwise indicated, each
person has held his principal occupation for more than five years.
Position(s) Held With
the Company and its Director
Subsidiaries and Continuously
Nominee Age Principal Occupation(s) Since Expiring In
- ------- --- ----------------------- ----- -----------
Frank L. Christy 51 President/Owner of Christy 1999 2002
& Associate, Marietta, OH,
a business development
company located in Marietta,
Ohio; Director of Peoples
Bancorp Inc. from February
19, 1999 to present.
Rex E. Maiden 63 Chairman of the Board of 1996 2002
Maiden & Jenkins Construction
Co., Nelsonville, OH,
highway and bridge constractor
and contractor of commercial,
industrial and educational
buildings; Treasurer and
Director of Sunday Creek Coal
Co., Nelsonville, OH, holding
company for land and minerals
(coal and oil); President and
Chairman of the Board of
Nelsonville, OH, design consulting
firm; Chairman of the Board,
Black Top Contracting, Nelsonville,
OH, paving contractor; Chairman of
the Board, BT Materials,
Nelsonville, OH, sand and gravel
mining operation and ready-mix
concrete plant. (1)
Joseph H. Wesel 69 Chairman and Chief Executive 1989 2002
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. (1)
__________________________________
(1) Mr. Maiden and Mr. Wesel are also directors 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.
The Regulations of the Company provide that shareholder nominations for
election to the Board of Directors must be made in writing and must be
delivered or mailed to the Secretary of the Company not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21 days notice
of the meeting is given to the shareholders, such nomination must be mailed
or delivered to the Secretary not later than the close of business on the
seventh day following the day on which the notice of the meeting was mailed.
Such notification must contain the following information to the extent known
by the notifying shareholder: (a) the name, age, business address and
residence address of each proposed nominee; (b) the principal occupation or
employment of each proposed nominee; (c) the number of common shares
beneficially owned by each proposed nominee and by the notifying shareholder;
and (d) any other information required to be disclosed with respect to a
nominee for election as a director under the proxy rules promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act"). Each such
notification must be accompanied by the written consent of the proposed
nominee to serve as a director of the Company if elected. Nominations which
the Chairman of the Annual Meeting determines are not made in accordance with
the Regulations of the Company will be disregarded.
Under Ohio law and the Company's Regulations, the three nominees for
election as Class I directors 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 or her principal occupation
for more than five years.
Position(s) Held With
the Company and its Director Term
Subsidiaries and Continuously Expires
Name Age Principal Occupation(s) Since In
- ---- --- ----------------------- ----- --------
George W. Broughton 41 Director and Executive 1994 2000
Vice President/Sales and
Marketing, Brougton 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 64 President of First Settlement, 1993 2000
Inc., Marietta, Ohio, a
retail clothing store, shoe
store and restaurant. (1)
Barton S. Holl 75 Chairman of the Board of 1990 2000
Logan Clay Products, Inc.,
Logan, Ohio, a manufacturer
of clay products.
Robert E. Evans 58 President and Chief Executive 1980 2001
Officer of the Company and of
Peoples Bank; Chairman of the
Board of Northwest Territory
and Peoples Bank FSB. (2)
Paul T. Theisen 68 Of counsel with firm of 1980 2001
Theisen, Brock, Frye, Erb &
Leeper Co., L.P.A.,
Attorneys-at-Law, Marietta,
Ohio. (3)
Thomas C. Vadakin 67 President of Vakadin, Inc., 1980 2001
a heavy industrial cleaning
service, prior to his retirement
on December 31, 1997; Director,
The Airolite Company, Marietta,
Ohio, a manufacturer of
ventilating louvers. 100%
Owner of Conclude, Inc., an
Ohio corporation, as of now a
dormant corporation. (2)
______________________
(1) Mr. Broughton, Mr. Dimit and Mr. Vadakin are also directors of Peoples
Bank.
(2) Mr. Evans is also a director of Peoples Bank, First National Bank,
Northwest Territory Life Insurance Company and Peoples FSB.
(3) Mr. Theisen is also a director of Peoples Bank and First National.
Directors, Thomas C. Vadakin and Paul T. Theisen are brothers-in-law.
The Board of Directors of the Company held a total of twelve (12) meetings
during the Company's 1998 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.
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 and
Joseph H. Wesel (Mr.Wesel serves as an ex-officio member). The function of
the Audit Committee is to assist the Audit Department of the Company in the
annual review of the loan portfolio of each subsidiary bank, to review the
work schedule of the Audit Department as to when audits of the subsidiaries
are to be conducted and the adequacy of such audits, to review the adequacy
of the Company's system of internal controls, to investigate the scope and
adequacy of the work of the Company's independent auditors, and to recommend
to the Board of Directors a firm of accountants to serve as the Company's
independent auditors. The Audit Committee met two (2) times during the
Company's 1998 fiscal year.
The Board of Directors of the Company has a Compensation Committee
comprised of Rex E. Maiden, Norman J. Murray, 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, including its
Stock Option 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 two (2)
times during the Company's 1998 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 of counsel 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 1998 fiscal year and is expected to
render legal services to the Company and its subsidiaries during the
Company's 1999 fiscal year.
During the Company's 1998 fiscal year, its subsidiaries, Peoples Bank,
Peoples FSB and First National, entered into banking transactions, in the
ordinary course of their respective businesses, with certain executive
officers and directors of the Company, with members of their immediate
families and with corporations for which directors of the Company serve as
executive officers. It is expected that similar banking transactions will
be entered into in the future. Loans to such persons have been made on
substantially the same terms, including the interest rate charged and the
collateral required, as those prevailing at the time for comparable
transactions with persons not affiliated with the Company or its subsidiaries.
These loans have been subject to, and are presently subject to, no more than
a normal risk of uncollectibility and present no other unfavorable features.
The aggregate amount of loans to directors and executive officers of the
Company and their associates as a group at December 31, 1998, was $2,544,872.
This does not include the aggregate amount of $13,822,734, 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.
REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
------------------------------------------------
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, this Report and the graph set forth on
page 15 shall not be incorporated by reference into any such filings.
The members of the Compensation Committee (the "Committee") are Rex E.
Maiden, Norman J. Murray, Thomas C. Vadakin and Joseph H. Wesel, none of
whom is a compensated executive officer or employee of the Company or its
subsidiaries. Mr. Wesel is Chairman of the Board of the Company. The
Committee meets 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 the Internal Revenue Code of 1996 in December
of 1995 (the "IRS Regulations") set forth a number of provisions which
compensatory plans, such as the Performance Compensation Plan, the Peoples
Bancorp Inc. 1993 Stock Option Plan (the "1993 Plan"), the Peoples Bancorp
Inc. 1995 Stock Option Plan (the "1995 Plan") and the Peoples Bancorp Inc.
1998 Stock Option Plan (the "1998 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
proposed 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 Company's 1993 Stock Option Plan since no
further grants will be made to anyone listed in the Summary Compensation
Table. The 1995 Plan and the 1998 Plan comply with Section 162(m) and the
regulations promulgated therefrom so that any compensation which may be
received therefrom under those plans by executive officers of the Company
will qualify as "performance-based". The Committee will rely, from time to
time, upon the 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 raises and
special meritorious increases or adjustments reflecting increased
responsibilities and promotions. Notwithstanding the above discussed general
principle, when establishing Mr. Evans' base salary for 1998, the Committee
extensively reviewed comparative compensation data regarding chief executive
officers for companies, locally and nationally of similar size and purpose,
from Deloitte & Touche, LLP, Crowe Chizek, Sheshunoff and the Ohio Bankers
Association. The Committee also noted that Mr. Evans was listed in
"America's Most Underpaid Bank CEOs" by Bank Investor (July, 1998) magazine.
After such review, the Committee concluded that Mr. Evans' compensation was
significantly below the averages in the referenced studies and increased
his salary for 1998 by 12% to $212,800. While this adjustment did not cause
Mr. Evan's compensation to increase above the averages, the Committee was of
the opinion that it was necessary and appropriate to provide reasonably
competitive compensation.
In late 1996, the Company established a Performance Compensation Program
("Program") in which all employees of the Company and its subsidiaries are
eligible to participate. The Program is designed to reward all employees
for balanced growth and increased profitability. The amount of the award
available for distribution is based upon the Company's performance with
regard to specified performance goals. In 1998, the majority of potential
incentive payout was based on Company's consolidated financial results. The
remaining incentive payout for employees was based on the results of
performance goals in certain subordinate models (such as subsidiary or
branch models). The allocation of the bases for the payout percentage may
be adjusted on an annual basis.
In 1998, the performance goals focused on loan growth, deposit retention,
profitability, asset quality and productivity (increased operational
efficiency). The Program compared current year performance to the
immediately prior year and rewarded employees for incremental growth in the
key performance goals previously listed. Each performance goal was weighted
according to contribution to net income. In general, the key performance
goals were evenly weighted for 1998. The Program limited varied weighting
and permitted units of employees to achieve at different performance levels
resulting in differing levels of payout percentage. The Program also
established the range of payout percentages which reflected the extent to
which the Company and the units met or exceeded the performance goals. The
payout percentage was uniformly applied to the gross salaries of each unit
of each eligible employee. Consequently, enhanced performance in relation
to the performance goals creates higher incentive bonuses. During 1998,
performance goals were exceeded resulting in a payout to Mr. Evans of 5.35%
of his base salary and similar payout percentages for each eligible employee.
The Company's long-term compensation program consists primarily of stock
options granted under the Company's 1993 Plan, the 1995 Plan and the 1998
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 all the Plans 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. The Committee grants options based upon its
subjective determination of the relative current and future contribution
each officer has or may make to the long-term welfare of the Company. On
July 23, 1998, the Committee granted incentive stock options to Mr. Evans
covering 1,079 common shares at an exercise price of $28.75 for a term of ten
(10) years with vesting of 25% annual from July 23, 2000 and on December 10,
1998, the Committee granted incentive stock options to Mr. Evans covering
5,000 common shares at an exercise price of $25.50 for a term of ten (10)
years with vesting of 25% annually from December 10, 2000; and tendered
incentive stock options covering a total of 4,192 common shares to the key
employees as a group, exclusive of Mr. Evans, each for a term of ten (10)
years with vesting of 25% annually from July 23, 2000.
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 established 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:
Rex E. Maiden, Norman J. Murray, Thomas C. Vadakin, and
JosephH. Wesel.
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 1998 fiscal year
exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
Annual Compensation ------------
-------------------
Securities All
Name and Underlying Other
Principal Salary Director's Bonus Options/SARS Compensation
Position Year $ Fees (2) ($) (2) (#) ($) (3)
- --------- ---- ------ ---------- ------- ------------ ------------
Robert E. Evans 1998 $212,800 $18,050 $12,711 6,079 $8,383
President and 1997 $195,180 $16,900 $12,712 7,700 $8,048
Chief Executive 1996 $181,600 $15,300 $16,929 --- $7,250
Officer of the
Company and of
Peoples Bank
__________________________
(1) Fees received by Mr.Evans for services rendered during 1998, 1997 and
1996 as a director of the Company and its subsidiaries.
(2) All bonuses reported were earned by Mr. Evans pursuant to the Performance
Compensation Program.
(3) "All Other Compensation" for 1998 includes the contribution of $3,383
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 1998 also includes the amount of $5,000
which was accrued for the account of Mr. Evans pursuant to the terms of
a Compensation Agreement between Mr. Evans and the Company.
See the discussion under "Deferred Compensation Agreement".
Grant of Options
- ----------------
The following table sets forth information concerning individual grants
of options made under the 1993 Plan, the 1995 Plan and the 1998 Plan during
the 1998 fiscal year to the named executive officer. The Company has never
granted stock appreciation rights.
1998 Options
Name or Group 1998 Options # Exercise Price
- ------------- -------------- --------------
Robert E. Evans, 5,000 $25.50
President and Chief Executive Officer 1,079 $28,75
Option Exercises and Holdings
- -----------------------------
The following table sets forth information with respect to unexercised
options held as of the end of the 1998 fiscal year by Mr. Evans. He exercised
no options during the 1998 fiscal year.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
-----------------------------------------------
<CAPTION>
Number of
Number of Securities Underlying Value of Unexercised
Securities Unexercised Options In-the-Money Options
Underlying Value at FY-End (#) at FY-End ($) (1)
Options Realized -------------------------- --------------------------
Name Exercised ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Evans 0 n/a 26,317 (2) 23,982 (2) $325,963 $73,027
________________________
<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, 1998 ($24.375) less the exercise price of in-the-money options at
the end of the 1998 fiscal year.
(F2) 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 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 for any other reason,
other than for death, permanent disability or cause, 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 for cause, his
unexercised 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 $32,979 $43,972 $54,965 $65,958 $65,958
$150,000 $40,104 $53,472 $66,840 $80,208 $80,208
$175,000 $42,954 $57,272 $71,590 $85,908 $85,908
$200,000 $42,954 $57,272 $71,590 $85,908 $85,908
$225,000 $42,954 $57,272 $71,590 $85,908 $85,908
$250,000 $42,954 $57,272 $71,590 $85,908 $85,908
Benefits listed in the Pension Plan Table are not subject to deduction
for Social Security benefits or other amounts and are computed on a lifetime
annuity basis.
Monthly benefits upon normal retirement (age 65) are based upon 40% of
"average monthly compensation" plus 17% of the excess, if any, of "average
monthly compensation" over "covered compensation". For purposes of the
Pension Plan, "average monthly compensation" is based upon the monthly
compensation (including regular salary and wages, overtime pay, bonuses and
commissions) of an employee averaged over the five consecutive credited
years of service which produce the highest monthly average within the last
ten years preceding retirement and "covered compensation" is the average of
the 35 years of social security wage bases prior to social security
retirement age ("covered compensation" for Robert E. Evans as of the end of
the 1998 fiscal year was $45,216). 1998 annual compensation, to the extent
determinable, for purposes of the Pension Plan for Mr.Evans was $160,000.
As of the end of 1998 fiscal year, Mr. Evans had 28credited 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 amounts
accrued for his account during his years of employment with Peoples Bank.
During the Company's 1997 fiscal year, the amount of $5,000 was accrued for
Mr. Evans' account pursuant to his Deferred Compensation Agreement and as of
December 31, 1998, a total of $115,000 had been accrued to his account. The
amount of $5,000 will be accrued to Mr. Evans' account upon the completion of
each year of service to Peoples Bank until he reaches normal retirement age.
Directors' Compensation
- -----------------------
Each director of the Company receives $600 per calendar quarter and $600
for each meeting attended.
Since 1991, the Company has maintained the Peoples Bancorp Inc. Deferred
Compensation Plan for Directors of Peoples Bancorp Inc. and subsidiaries (the
"Directors' Plan"). Voluntary participation in the Directors' Plan enables
a director of the Company, or of one of its subsidiaries, to defer all or a
part of his or her director's fees, including federal income tax thereon.
Until January 2, 1998, such deferred fees earned interest at 7% per annum
Effective January 2, 1998, Directors were permitted to allocate their
deferrals between a cash account (earning a specified interest rate) and a
stock account (credited with common shares based upon on the amount deferred
and cash dividends on such common shares). The only right which a
participant has with respect to his cash account and/or stock account is to
receive distributions therefrom. 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. The stock account will be paid
only in stock and cash account only in cash.
Directors, other than those employed by the Company (the "Non-employee
Directors") were automatically granted options as specified from the 1993
Stock Option Plan ("1993 Plan") and the 1993 Plan has been terminated with
the exhaustion of available grants. Non-employee Directors also were
automatically granted options as specified for the 1995 Stock Option Plan
("1995 Plan") and all such current Non-employee Directors have received the
maximum numbers of grants available to them except Non-employee Directors
first elected or appointed to the Board between the 1998 and 2000 annual
meetings of shareholders who will automatically be granted options on the
date of such election or appointment covering a pro-rata number of common
shares based upon the period before the 1998 or 2000 annual meeting of
shareholders, as appropriate. All options granted to Non-Employee directors
under the 1995 Plan become exercisable six (6) months from the date of the
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 the 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 1,362 common shares and each
Non-Employee Director who had not satisfied the Five-year Service Requirement
were granted an option for 273 common shares plus 273 common shares for each
calendar year (or portion thereof) served from the 1998 Stock Option Plan
("1998 Plan"). On the date of the 1998 annual meeting of shareholders, each
Non-Employee Director then serving who satisfied the Five-year Service
Requirement were automatically granted an option for 1,362 common shares and
each Non-Employee Director then serving who did not satisfy the Five-year
Service Requirement were granted an option for 273 common shares plus 273
common shares for each calendar year (or portion thereof) served. Individuals
who are first elected or appointed to the Board after April 9, 1998, but
prior to the 1999 annual meeting of shareholders or between the 1998 and 2000
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 1998 or 2000 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, 1995 and 1998 Plans 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, the 1995 Plan
or the 1998 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, the 1995 Plan or the 1998) 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 and the 1998 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,
1998.
(actual numbers plotted on graph)
NASDAQ STOCKS
Year Ended Peoples Bancorp Inc. NASDAQ Bank Stocks (U.S. Companies)
- ---------- -------------------- ------------------ ----------------
12/31/93 100.00 241.193 249.861
12/31/94 117.92 240.315 244.244
12/31/95 131.35 357.89 345.448
12/31/96 166.63 472.517 424.801
12/31/97 267.84 791.156 521.159
12/31/98 239.00 783.641 732.615
Notes: 1. Total return assumes reinvestment of dividends.
2. Fiscal Year Ending December 31.
3. Return based on $100 dollars invested on December 31, 1993 in
Peoples Bancorp common stock, an index for NASDAQ Stock Market
(U.S. Companies), and NASDAQ Bank Stocks.
SHAREHOLDER PROPOSALS
FOR 2000 ANNUAL MEETING
-----------------------
Proposals by Shareholders intended to be presented at the 2000 Annual
meeting of Shareholders must be received by the Secretary of the Company no
later than November 9, 1999, to be included in the Company's proxy, notice
of meeting and proxy statement relating to such meeting and should be mailed
to Peoples Bancorp Inc., 138 Putnam Street, Marietta, Ohio 45750, Attention:
Secretary. If a Shareholder intends to present a proposal at the 2000 Annual
Meeting of Shareholders, but has not sought the inclusion of such proposal
in the Company's proxy, notice of meeting and proxy statement, such proposal
must be received by the Secretary of the Company prior to January 23, 2000 or
the Company's management proxies for the 2000 Annual Meeting will be entitled
to use their discretionary voting authority should such proposal then be
raised, without any discussion of the matter in the Company's proxy, notice
of meeting or proxy statement.
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
---------------------------------------------------
The Board of Directors of the Company appointed the accounting firm of
Ernst & Young LLP to serve as independent auditors of the Company for the
1998 fiscal year.
Independent auditors for the 1999 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 1999
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), 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
PEOPLES BANCORP INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1999
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 15, 1999, in
the Mississippi Delta Room, Lafayette Hotel, 101 Front Street, Marietta, Ohio,
at 9:30 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. The election as Directors of the Company of all of the nominees listed
below (except as marked to the contrary):
___ FOR election as Directors of the Company of all of the nominees
listed below (except as marked to the contrary).*
___ WITHHOLD AUTHORITY to vote for all of the nominees below.
___ FOR ALL EXCEPT nominee written below.
Frank L. Christy Rex E. Maiden Joseph H. Wesel
*(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name in the
space provided below.
________________________________________________________________
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.
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 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 15, 1999
meeting and the Annual Report of the Company for the fiscal year ended
December 31, 1998.
Dated: __________________________________________, 1999
_________________________________________________
Signature of Shareholder(s)
_________________________________________________
Signature of Co-holder(s)
