As filed with the Securities and Exchange Commission on December 16, 2002
Registration No. 333-101253
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
_______________
OHIO 31-0987416
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
138 PUTNAM STREET, MARIETTA, OHIO 45750
(740) 373-3155
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_______________
CHARLES R. HUNSAKER, ESQ., GENERAL COUNSEL
PEOPLES BANCORP INC.
138 PUTNAM STREET
MARIETTA, OHIO 45750
(740) 374-6109
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
CHARLES S. DEROUSIE, ESQ. JOHN E. FREECHACK, ESQ.
ELIZABETH TURRELL FARRAR, ESQ. SARAH M. BERNSTEIN, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP BARACK FERRAZZANO KIRSCHBAUM PERLMAN
52 EAST GAY STREET & NAGELBERG LLC
COLUMBUS, OHIO 43215 333 WEST WACKER DRIVE, SUITE 2700
(614) 464-6400 CHICAGO, ILLINOIS 60606
(312) 984-3100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_______________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 16, 2002
PROSPECTUS
1,200,000 SHARES
[LOGO PEOPLES BANCORP]
COMMON SHARES
We are offering 1,200,000 of our common shares. Our common shares are
traded on The Nasdaq National Market under the symbol "PEBO." The last reported
sale price for our common shares on The Nasdaq National Market on December 11,
2002 was $25.25 per share.
INVESTMENT IN OUR COMMON SHARES INVOLVES RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 10 BEFORE YOU MAKE YOUR INVESTMENT DECISION.
PER SHARE TOTAL
--------- -----
Price to Public........................................................ $ _______ $ _______
Underwriting Discount.................................................. $ _______ $ _______
Proceeds, before expenses, to Peoples Bancorp Inc...................... $ _______ $ _______
The underwriters may also purchase up to an additional 180,000 common
shares from us at the public offering price, less the underwriting discount,
within 30 days from the date of this prospectus to cover over-allotments, if
any.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
The underwriters expect to deliver the common shares to purchasers against
payment in New York, New York on or about _________, 2002, subject to customary
closing conditions.
--------------
SANDLER O'NEILL & PARTNERS, L.P.
--------------
The date of this prospectus is __________, 2002.
[MAP PEOPLES BANK LOCATIONS AND KENTUCKY BANK & TRUST OFFICES]
TABLE OF CONTENTS
PAGE
----
Prospectus Summary......................................................................................... 1
Risk Factors............................................................................................... 10
Cautionary Statement Regarding Forward-Looking Statements.................................................. 16
Use of Proceeds............................................................................................ 17
Price Range of our Common Shares and Dividends............................................................. 17
Capitalization............................................................................................. 19
Management ................................................................................................ 20
Description of our Common Shares .......................................................................... 23
Underwriting............................................................................................... 26
Legal Matters.............................................................................................. 28
Experts.................................................................................................... 28
Where You Can Find More Information........................................................................ 28
Documents Incorporated by Reference........................................................................ 29
_______________________________________
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. We are
not, and the underwriters are not, making an offer to sell our common shares in
any jurisdiction where the offer or sale is not permitted. You should assume
that the information contained in this prospectus is accurate only as of the
date on the front cover of this prospectus, regardless of the time of delivery
of this prospectus or any sale of common shares. Unless otherwise indicated, all
information in this prospectus assumes that the underwriters will not exercise
their option to purchase additional common shares to cover over-allotments.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in, or
incorporated by reference into, this prospectus. Because this is a summary, it
does not contain all of the information that may be important to you. Therefore,
you should read carefully the more detailed information set forth in this
prospectus, as well as our financial statements and other information that are
incorporated by reference in this prospectus, before making a decision to invest
in our common shares. Unless the context requires otherwise, the terms
"Peoples," "we," "us," and "our" refer to Peoples Bancorp Inc. and our
subsidiaries and the term "Peoples Bank" refers to our banking subsidiary
Peoples Bank, National Association.
PEOPLES BANCORP INC.
We are a financial holding company organized in 1980, with origins in the
Mid-Ohio Valley dating back to 1902. At September 30, 2002, we had total assets
of $1.4 billion, total loans of $867.6 million, total deposits of $951.7
million, and total stockholders' equity of $111.8 million.
Our principal operating subsidiary, Peoples Bank, is a full service
community bank that provides an extensive array of financial products and
services designed to satisfy customer demands for high quality. In addition to
traditional banking products, we offer personal trust services and insurance and
investment products through 45 financial service locations and 30 automated
teller machines (ATMs) in Ohio, West Virginia and Kentucky, as well as through
banking by phone and internet-based banking. Peoples Bank also offers a full
range of life, property and casualty insurance products through Peoples
Insurance Agency, Inc., and provides customer-tailored solutions for asset
management needs through its Peoples Financial Advisors division.
We have a strong record of performance and growth. In 2002, we were listed
in The Staton Institute's America's Finest Companies(R), an investment directory
of 311 publicly-traded companies, out of a total of approximately 19,000
publicly-traded companies, with at least ten consecutive years of growth in
earnings and/or dividends per share. We were also ranked fourth on The Staton
Institute's "Super 50 Team," which is reserved for companies with at least 50
years of growth in earnings per share and/or dividends. In 2002, The Cleveland
Plain Dealer recognized us as a "Top 100" company, an annual list of the best
publicly-traded companies headquartered in Ohio, placing us 52nd among all
publicly-traded companies headquartered in Ohio, based on key performance
indicators such as return on equity, revenue growth and other financial ratios.
RECENT EVENTS
We agreed on November 29, 2002, to acquire Kentucky Bancshares
Incorporated. Kentucky Bancshares owns and operates one banking subsidiary,
Kentucky Bank & Trust, which is headquartered in Russell, Kentucky and
operates five financial service locations in Boyd and Greenup Counties in
Kentucky. These locations will become Peoples Bank financial service locations
upon completion of the transaction, which will enhance our presence in the
northeastern area of Kentucky. The acquisition of Kentucky Bancshares is
expected to be immediately accretive to our earnings per share and book value
per share.
At September 30, 2002, Kentucky Bancshares had total assets of $127.2
million, total loans of $77.3 million, total deposits of $96.2 million and
total stockholders' equity of $17.4 million as well as approximately $189
million of trust assets under management.
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Under our agreement with Kentucky Bancshares, we have agreed to acquire all
of the issued and outstanding common shares of Kentucky Bancshares with
consideration consisting of a combination of cash and our common shares. In
exchange for the Kentucky Bancshares common shares, the agreement provides the
shareholders of Kentucky Bancshares with an option to elect to receive cash, our
common shares, or a combination of both. The aggregate consideration to be paid
to the shareholders of Kentucky Bancshares in the transaction is not expected to
exceed $31.4 million, of which approximately half would be paid in cash and
approximately half in our common shares, depending upon the elections made by
Kentucky Bancshares' shareholders and the market price of our common shares. In
the event the Kentucky Bancshares shareholders elect to receive our common
shares, the number of common shares issuable by us in the transaction will range
between 461,627 and 609,348 common shares as determined by the average daily
closing price of our common shares, as reported on The Nasdaq National Market,
for the 30 consecutive trading days ending at the close of business on the fifth
trading day before the Kentucky Bancshares acquisition is consummated. The
minimum number of common shares would be issued if the average share price were
$33.00 or more and the maximum number would be issued if the average share price
were $25.00 or less. We have not determined the manner in which we will fund the
cash portion of the consideration for the Kentucky Bancshares acquisition. We
intend to explore various long-term and short-term financing alternatives,
including the use of a portion of the proceeds from this offering as a
short-term source of funds.
The Kentucky Bancshares acquisition will be subject to regulatory
approvals, approval by the shareholders of Kentucky Bancshares and other
customary closing conditions and is expected to be consummated in the second
quarter of 2003.
WE WILL FILE A REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS
REGARDING THE PROPOSED ACQUISITION OF KENTUCKY BANCSHARES WITH THE SECURITIES
AND EXCHANGE COMMISSION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN CONNECTION WITH
THE PROPOSED TRANSACTION WITH KENTUCKY BANCSHARES. KENTUCKY BANCSHARES
SHAREHOLDERS ARE URGED TO READ THE FORM S-4, WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. A DEFINITIVE PROXY
STATEMENT/PROSPECTUS WILL BE SENT TO SHAREHOLDERS OF KENTUCKY BANCSHARES
SEEKING THEIR APPROVAL OF THE PROPOSED TRANSACTION.
OUR MARKET AREA
We have expanded from our roots in Washington County, Ohio, where we
maintain nine financial service locations, to a market area that encompasses 17
counties and 80,000 customer relationships in southeastern Ohio and neighboring
areas of Kentucky and West Virginia, focusing on non-major urban areas. If
consummated, the acquisition of Kentucky Bancshares will result in the
acquisition of four financial service locations in Greenup County, Kentucky and
one financial service location in Boyd County, Kentucky, enhancing our presence
in the northeastern area of Kentucky and expanding our customer base in that
portion of our market.
We believe that one of the strengths of our market area is its diverse
economic base. No single industry or employer dominates our market area.
The wide variety of principal industries in our market area
include:
o health care, education and social-services, which account for
approximately 22.3% of the work force;
o manufacturing, including metals, plastics, petrochemical and
automobile-related manufacturing, and oil, gas and coal production,
which accounts for approximately 14.9% of the work force;
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o retail trade, which accounts for approximately 13.7% of the work
force;
o arts, entertainment, recreation, accommodation and food services,
which account for approximately 7.5% of the workforce; and
o construction, which accounts for approximately 7.2% of the workforce.
DuPont Chemicals and CSX, a freight transportation company, two of the
largest employers in our market area, employ approximately 2,500 and 2,300
people, respectively. Hospitals and medical centers, including Marietta
Memorial Hospital in Washington County, Ohio and Kings Daughters Hospital and
Medical Center in Boyd and Greenup Counties, Kentucky, represent the largest
employers in many of the counties we serve. In addition, Ohio University in
Athens County, Ohio, with an enrollment of approximately 20,000 students, and
Marshall University in Cabell County, West Virginia, with an enrollment of
approximately 16,000 students, are among the many colleges and universities in
our market area that are significant employers. As a result of this diverse
economic base, we believe that our market area is largely insulated from some
of the fluctuations of national economic cycles.
We have established loan production offices and a full-service banking
office in Licking and Fairfield Counties in central Ohio that we believe
provide business opportunities for us in some of Ohio's fastest growing
communities, including opportunities to expand our deposit share in these
markets through de novo branching and acquisitions. The population in Fairfield
County grew 18.3% in the ten years ended December 2000, while the population in
Licking County grew 13.3% in the same period. We believe growth in these
counties can be attributed to their proximity to Franklin County, where urban
growth in Columbus, the state capital, has extended into nearby Licking and
Fairfield Counties.
COMPETITIVE STRENGTHS
We believe the following operating strengths set us apart from our
competitors and position us for further growth:
o Growth and Acquisitions
We have grown through a combination of internal and external growth. In
addition to our core organic growth, we have undertaken a controlled and steady
expansion and acquisition strategy. Since 1995, we have opened seven de novo
banking branches in our market area and have completed five branch acquisitions,
four bank or thrift acquisitions and one insurance agency acquisition. In the
aggregate, since 1995, we have acquired $398 million of deposits, $343 million
of assets, including $136 million of loans, and 18 sales offices. These
acquisitions produced benefits, such as an expansion of our customer base, and
provided new opportunities to integrate our non-traditional products and
services, such as insurance and investments, with the traditional banking
products currently offered to clients in our markets. These acquisitions also
enabled us to expand into new markets. Our most recent acquisition of First
Colony Bancshares, Inc. in June 2002 resulted in the acquisition of five
full-service offices in Guernsey and Belmont Counties in Ohio. If completed,
the acquisition of Kentucky Bancshares will result in the acquisition of five
financial service locations in Boyd and Greenup Counties in Kentucky.
In the past, we have integrated our acquisitions and continued to grow our
operations. For the period beginning December 31, 1996 and ending December 31,
2001:
o our assets grew at a 14.1% compound annual rate;
-3-
o our stockholders' equity grew at a 10.8% compound annual rate;
o our net income grew at a 10.0% compound annual rate;
o our earnings per share grew at a 9.0% compound annual rate;
o our annual return on average assets averaged 1.16%; and
o our annual return on average stockholders' equity averaged 13.79%.
For the most recent nine months ended September 30, 2002, our return on
average assets was 1.45% and our return on average stockholders' equity was
17.94%.
We routinely explore opportunities for additional growth and expansion of
our core financial services business. We believe that the additional capital
provided by this offering will enable us to enhance our franchise value by
positioning us to take advantage of expansion opportunities in and around our
current market area, including the area served by Kentucky Bancshares if that
acquisition is completed. As with prior acquisitions, our evaluation of future
acquisitions will focus primarily on enhancing our earnings potential and
stockholder value.
o Full-service Customer Relationships
We believe that we have established a franchise based on our dedication to
full-service customer relationships. We offer a broad range of financial
services designed to provide convenience to our customers. We operate through 45
financial service locations in three states, provide electronic services through
our network of 30 ATMs and award-winning internet banking services, and provide
one-to-one banking through our group of professional service associates. In late
2001, we introduced Overdraft Privilege, which significantly increased net
revenues, and particularly non-interest income, and enhanced our demand deposit
account offering.
We believe that our customer service approach allows us to serve customer
needs more quickly and to develop closer trust relationships than larger
national financial services firms. At the same time, we offer more technology,
products and services than many of our smaller competitors, including e-services
such as electronic bill pay and imaging services, debit cards, telephone banking
and internet banking. In 2001, we received national recognition from Microbanker
Online for outstanding implementation of remote banking applications, and for
exhibiting innovative use of technology to improve customer service.
In addition to offering a wide variety of traditional banking products and
services, Peoples Bank offers a full range of life, property and casualty
insurance products to customers in our markets through Peoples Insurance Agency,
Inc., and provides customer-tailored solutions to meet the fiduciary needs,
investment alternatives, financial planning, retirement plans and other asset
management needs of our customers through Peoples Financial Advisors, a division
of Peoples Bank. Furthermore, as part of our effort to provide complete
financial services to our customers, an unaffiliated registered broker/dealer
located at Peoples Bank offices offers brokerage services to our customers.
Revenue generated by Peoples Financial Advisors and Peoples Insurance
Agency have contributed to the increase in our non-interest income. We expect
that their contribution will grow as we continue to integrate their products and
services into our primary product and service offering to retail and business
customers.
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o Asset Quality
We have successfully grown our loan portfolio while at the same time
maintaining high credit quality. Peoples Bank originates various types of loans
including commercial, financial and agricultural loans ("commercial loans"),
real estate loans (both commercial and residential) and consumer loans, focusing
primarily on lending opportunities in central and southeastern Ohio, northern
West Virginia and northeastern Kentucky. At September 30, 2002, commercial loans
totaled $386.4 million, or 44.5% of our total loan portfolio, real estate loans
totaled $361.5 million, or 41.7% of total loans, and consumer loans (including
credit card balances) totaled $119.7 million, or 13.8% of total loans. We
believe our significant lending experience and our hands-on, collateral based
approach to developing and managing our commercial lending relationships has
resulted in low levels of nonperforming assets and net chargeoffs.
o The ratio of net loan chargeoffs to average total loans was 0.34% for
the nine months ended September 30, 2002.
o The ratio of nonperforming assets to total assets was 0.56% at
September 30, 2002.
o The ratio of nonperforming loans to total loans was 0.87% at September
30, 2002.
OUR STRATEGY
Our objective is to be a leading financial services provider in the markets
we serve while maintaining a long-term focus on core earnings growth, asset
quality and commitment to serving the communities in which we operate. We
currently target annual return on stockholders' equity of 15% to 16% and growth
in earnings per share of 7% to 10%. Our goal is to reduce our reliance on net
interest income, and thus the interest rate environment, to drive earnings
growth. We plan to accomplish this goal by reducing our interest expense through
growth of non-interest bearing and low-interest bearing deposits and expanding
non-interest income opportunities in both traditional and non-traditional areas
of our business. Our current target for non-interest income as a percent of
operating expenses is 50%. We believe that the strategies discussed below will
assist us in achieving these goals by improving our non-interest income as a
percentage of non-interest expense and increasing our loan production while
maintaining asset quality.
o Growing core deposits, particularly non-interest bearing and
low-interest bearing deposits.
In an effort to reduce our reliance on net interest margins and the
interest rate environment, we will continue to focus on growing non-interest
bearing and low-interest bearing deposits. We have taken steps in the last few
years to develop demand deposit accounts (DDAs) and low-interest bearing account
products that are attractive to customers in our markets. Our customers demand
speed, accuracy, convenience, and access choices for their DDAs. We offer a
network of 30 ATMs in three states, debit cards, internet banking and electronic
bill pay, imaging technology for imaged monthly statements and telephone
banking. We also offer our customers a variety of accounts and discounts for
multiple product relationships and continue to explore new ways to enhance our
DDA offerings. Our DDA offerings and emphasis on convenience and technology that
works for the customer is the anchor upon which we will continue to expand into
other financial products such as loans, investments and insurance.
o Continuing to build full-service customer relationships.
Our operating strategy is to continue to build on the community banking
franchise we have developed by focusing on building profitable customer
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relationships through high quality customer service. Our strategy is designed to
deliver integrated financial services, from banking to investments to insurance,
through a needs-based profiling process that aims to optimize long-term revenues
generated from each customer relationship. We strive to be each customer's
primary financial services provider. With our wide array of financial products
and services, this requires a seamless, team-oriented approach to customer
service.
Our sales associates are trained to identify and fulfill each customer's
specific financial needs. In the last year, we embarked on a team approach to
customer service to enhance our ability to deliver professional investment and
insurance advisory services to the markets we serve. This new team approach, to
be fully implemented in 2003 and delivered initially through Peoples Financial
Advisors, entails penetrating our markets with our primary salespeople, who are
licensed to sell investments and insurance, together with a team of service
associates trained to provide additional advice and services for more complex
transactions. Fiduciary, investment and insurance revenues now comprise nearly
31% of our non-interest income, and represent a growth opportunity as more
customers are introduced to our products and services. We believe that the
investment and insurance expertise we offer our customers differentiates us from
many competitors who we believe focus on selling specific products versus our
holistic approach to growing and protecting customers' wealth.
We will continue to enhance the customer experience and improve the quality
of our marketing data through investments in processes and technology, which
will enable referrals to flow more freely among associates. In particular, we
anticipate making an investment in Customer Relationship Management and other
information systems and processes in late 2002 and early 2003 that will enhance
our client contact management, data mining, customer and product profitability
information and marketing.
o Maintaining a strong credit culture while continuing to grow.
Our experienced loan team has developed stringent credit underwriting
guidelines and policies designed to maintain strong asset quality, while growing
our commercial and real estate loan portfolios. Our loan review department has
developed a comprehensive risk management system for measuring the adequacy of
our allowance for loan losses and forecasting net chargeoffs. Despite recent
economic conditions that challenge the financial industry's ability to predict
net chargeoffs, we believe our strong credit culture and knowledge of our
customer base position us to meet our goals. At September 30, 2002, our ratio of
nonperforming loans to total loans was 0.87%, and our allowance for loan losses
as a percentage of nonperforming loans was 171%. In addition, we have
established a strong network of banks with which we participate in originating
commercial loans, providing the opportunity to diversify the geographic and
industry risk in our portfolio.
In the past 15 years, we have established a successful track record of
integrating new sales locations and associates into our culture of profitable
customer service. We plan to continue to supplement our internal growth through
de novo branching and acquisitions, such as the proposed acquisition of Kentucky
Bancshares, while maintaining our consistent historical profitability.
At September 30, 2002, we had 458 full-time equivalent employees. Our
principal executive office is located at 138 Putnam Street, Marietta, Ohio
45750, and our telephone number is (740) 373-3155. Our common shares are traded
on The Nasdaq National Market under the symbol PEBO, and our website is
www.peoplesbancorp.com (this uniform resource location (URL) is an inactive
textual reference only and is not intended to incorporate our website into this
prospectus).
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THE OFFERING
Common shares offered......................... 1,200,000(1)
Common shares outstanding after
this offering............................... 9,121,327(2)
Net proceeds.................................. We estimate that the net
proceeds from this offering
will be approximately
$28.1 million without the
underwriters'
over-allotment option,
assuming a public offering
price of $25.25 per share
(based upon the last sale
price on December 11,
2002).
Use of proceeds............................... We intend to use
approximately $15 million
of the net proceeds to
increase Peoples Bank's
capital position. The
remaining proceeds will be
used for general corporate
purposes, which may
include the repayment of
outstanding indebtedness,
mergers, acquisitions and
other strategic
investments.
Nasdaq National Market symbol................. PEBO
---------------
(1) The number of common shares offered assumes that the underwriters'
over-allotment option is not exercised. If the over-allotment option is
exercised in full, we will issue and sell 1,380,000 common shares.
(2) The number of common shares outstanding after the offering is based on the
number of common shares outstanding as of December 11, 2002, and excludes:
- an aggregate of 1,049,069 common shares reserved for issuance under our
stock option plans, of which options to purchase 594,306 common shares
at a weighted average exercise price of $15.833 have been granted and
remained outstanding as of December 11, 2002; and
- common shares that would be issued if the Kentucky Bancshares
acquisition is completed, which could be in a range between 461,627
common shares and 609,348 common shares, depending on the market
price of our common shares over a prescribed time period prior to
consummation of the acquisition.
RISK FACTORS
See "Risk Factors" beginning on page 10 for a discussion of the risks
related to an investment in our common shares.
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SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data presented below as of or for each
of the years in the five-year period ended December 31, 2001, have been derived
from our audited consolidated financial statements. The selected financial data
presented below as of and for the nine-month periods ended September 30, 2002
and September 30, 2001, are derived from our unaudited consolidated financial
statements, and reflect all adjustments (which include normal recurring
accruals) necessary to present fairly such information as of or for such
nine-month periods. All share and per share data have been adjusted for two 10%
stock dividends, issued on June 28, 2002 and September 12, 2001. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and notes thereto incorporated by reference in this
prospectus from our Annual Report on Form 10-K for the year ended December 31,
2001, and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 2002. Operating results for the nine months ended
September 30, 2002, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.
AT OR FOR THE NINE
MONTHS
ENDED SEPTEMBER 30, AT OR FOR THE YEAR ENDED DECEMBER 31,
-------------------------- ----------------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------------ ---------- ---------- ----------- ----------- ----------- ----------
(Dollars in thousands, except per share data)
STATEMENT OF FINANCIAL CONDITION
DATA (AT END OF PERIOD):
Total assets................. $ 1,358,321 $1,171,316 $1,193,966 $ 1,135,834 $1,075,450 $ 880,284 $ 758,158
Loans, net of unearned
interest................. 867,627 756,183 772,856 736,965 659,883 567,917 521,570
Allowance for loan losses.... 12,886 12,285 12,357 10,930 10,264 9,509 8,356
Investment securities........ 380,600 308,528 330,364 330,521 328,306 235,569 174,291
Total intangible assets...... 29,629 17,555 17,010 17,848 20,154 22,116 12,796
Total deposits............... 951,738 842,585 814,368 757,621 728,207 714,168 611,107
Federal funds purchased
and securities sold under
repurchase agreements.... 33,350 25,833 23,752 54,729 64,989 31,814 30,811
Advances from FHLB........... 204,180 168,816 222,948 201,597 170,388 38,664 27,327
Guaranteed preferred
beneficial
interest in junior
subordinated
debentures............... 29,068 29,047 29,056 29,021 28,986 - -
Stockholders' equity......... 111,800 93,962 93,854 83,194 72,874 86,014 78,818
STATEMENT OF OPERATIONS DATA:
Total interest income........ $ 62,310 $ 65,568 $ 86,107 $ 85,129 $ 72,346 $ 63,645 $ 53,836
Total interest expense....... 24,502 33,679 42,974 44,839 34,258 30,497 25,216
------------ ---------- ---------- ----------- ---------- ---------- ----------
Net interest income...... 37,808 31,889 43,133 40,290 38,088 33,148 28,620
Provision for loan losses.... 3,023 2,025 2,659 2,322 1,878 2,325 2,589
------------ ---------- ---------- ----------- ---------- ---------- ----------
Net interest income after
provision
for loan losses........... 34,785 29,864 40,474 37,968 36,210 30,823 26,031
Non-interest income......... 11,070 6,894 10,650 8,910 7,374 7,224 5,927
Non-interest expense........ 27,526 24,236 33,412 31,044 28,042 23,262 19,254
Income before income taxes 18,329 12,522 17,712 15,834 15,542 14,785 12,704
Income taxes................. 5,020 3,724 5,377 4,708 4,824 4,740 4,099
------------ ---------- ---------- ----------- ---------- ---------- ----------
Income before extraordinary
gains..................... 13,309 8,798 12,335 11,126 10,718 10,045 8,605
Extraordinary gains, net of
tax....................... 410 - - - - -
Net income................... $ 13,719 $ 8,798 $ 12,335 $ 11,126 $ 10,718 $ 10,045 $ 8,605
============ ========== ========== =========== ========== ========== ==========
-8-
AT OR FOR THE NINE
MONTHS
ENDED SEPTEMBER 30, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------- -----------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
------ ------ ------ ------ ------ ------ ------
(Dollars in thousands, except per share data)
PER SHARE DATA:
Earnings per share - basic
Income before extraordinary
gain...................... $ 1.69 $ 1.11 $ 1.56 $ 1.41 $ 1.29 $ 1.19 $ 1.13
Net income.................. 1.74 1.11 1.56 1.41 1.29 1.19 1.13
Earnings per share - diluted
Income before extraordinary
gain...................... 1.65 1.09 1.54 1.39 1.26 1.16 1.09
Net income.................. 1.70 1.09 1.54 1.39 1.26 1.16 1.09
Cash dividends paid............ 0.44 0.38 0.51 0.46 0.41 0.36 0.34
Book value at end of period.... 14.15 12.01 12.00 10.59 9.14 10.24 9.37
Tangible book value per share
(1)......................... 10.40 9.76 9.82 8.32 6.61 7.61 7.85
Weighted average shares
outstanding:
Basic...................... 7,870,408 7,914,815 7,882,890 7,893,808 8,283,746 8,440,947 7,627,576
Diluted.................... 8,084,233 8,035,157 8,003,593 7,986,194 8,498,944 8,695,806 7,867,888
Common shares outstanding at
end of period............... 7,903,646 7,824,731 7,822,014 7,852,502 7,971,156 8,401,177 8,413,903
PERFORMANCE RATIOS AND OTHER
DATA:
Return on average assets....... 1.45 % 1.01 % 1.06 % 1.02 % 1.09 % 1.20 % 1.29 %
Return on average
stockholders'
equity..................... 17.94 13.19 13.60 14.92 13.27 12.21 14.33
Net interest margin (2) (3).... 4.49 4.05 4.11 4.08 4.35 4.47 4.74
Net interest spread (3) (4).... 4.12 3.49 3.56 3.53 3.85 3.91 4.14
Non-interest income to average
assets...................... 0.88 0.59 0.92 0.82 0.75 0.87 0.89
Non-interest expense to average
assets...................... 2.18 2.09 2.87 2.85 2.85 2.80 2.88
Efficiency ratio (5)........... 52.58 56.74 56.53 57.14 54.11 50.38 51.06
Average interest-earning assets
to average interest-bearing
liabilities................. 113.03 113.69 113.70 112.36 113.21 114.18 114.61
Average loans to average
deposits.................... 93.44 93.00 92.93 94.37 85.12 80.88 85.47
ASSET QUALITY RATIOS:
Allowance for loan losses to
nonperforming loans......... 171.2 % 273.5 % 225.0 % 212.6 % 487.6 % 604.1 % 496.8 %
Allowance for loan losses to
loans, net of unearned
interest.................... 1.49 1.62 1.60 1.48 1.56 1.67 1.60
Nonperforming loans to loans,
net of unearned interest.... 0.87 0.59 0.71 0.70 0.32 0.28 0.32
Nonperforming assets to total
assets...................... 0.56 0.39 0.48 0.46 0.21 0.22 0.22
Net chargeoffs to average loans 0.34 0.22 0.29 0.23 0.19 0.22 0.30
Net chargeoffs as a percentage
of:
provision for loan losses... 92.59 80.84 82.70 71.32 59.80 50.41 53.92
allowance for loan losses... 21.72 13.33 17.80 15.15 10.94 12.33 16.71
CAPITAL RATIOS:
Tier-1 risk-based capital...... 11.55 % 12.92 % 12.86 % 12.83 % 12.57 % 10.54 % 13.09 %
Total risk-based capital ratio. 12.91 14.26 14.21 14.21 14.30 11.95 14.34
Leverage....................... 7.96 8.86 9.18 8.69 8.29 7.08 9.29
----------
(1) Tangible book value per share reflects capital calculated for banking
regulatory requirements and excludes balance sheet impact of
intangible assets acquired through purchase accounting for
acquisitions.
(2) Net interest income divided by average earning assets.
(3) Calculated on a fully-tax equivalent basis.
(4) Yield on earning assets less rate on average interest-bearing
liabilities
(5) Non-interest expense (less intangible amortization) as a percentage of
fully tax equivalent net interest income plus non-interest income
(less gains or losses on securities transactions and asset disposals).
-9-
RISK FACTORS
Investing in our common shares involves risks, including the risks
described in this prospectus and in the other documents that are incorporated by
reference. You should carefully consider the risk factors together with all of
the other information and data included and incorporated by reference in this
prospectus before you decide to acquire any common shares.
WE MAY NOT BE ABLE TO CONTINUE TO GROW OUR BUSINESS, WHICH COULD ADVERSELY
IMPACT OUR RESULTS OF OPERATIONS.
For the period beginning December 31, 1996 and ending December 31,
2001, our assets grew at a 14.1% compound annual rate, while stockholders'
equity grew at a 10.8% compound annual rate. Our business strategy calls for
continued growth and expansion of our banking and non-banking financial services
business, including the acquisition of companies engaged in similar activities.
Our ability to continue to grow and to capture additional market share depends,
in part, upon our ability to open new branch locations, successfully attract
deposits, identify favorable loan and investment opportunities and acquire
additional bank and non-bank entities. Furthermore, our continued growth is
dependent upon the capacity of our technology, systems and processes to support
our growth and our ability to control organizational and overhead costs and hire
qualified management and personnel at our new branch locations. In the event we
are unable to continue to grow our business, our results of operations could be
adversely impacted.
WE MAY NOT BE ABLE TO COMPLETE ACQUISITIONS, INCLUDING THE ACQUISITION OF
KENTUCKY BANCSHARES, OR, IF COMPLETED, SUCCESSFULLY INTEGRATE OUR ACQUISITIONS,
WHICH MAY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our growth strategy contemplates the acquisition of additional bank and
non-bank entities. We may not be able to locate interested appropriate entities,
complete future acquisitions or, if completed, successfully integrate the
operations, management, products and services of the entities we acquire.
Following each acquisition, we must expend substantial resources to integrate
the entities. The integration of non-banking entities often involves combining
different industry cultures and business methodologies. The failure to
successfully integrate the entities we acquire into our existing operations may
adversely impact our results of operations and financial condition. Our
proposed acquisition of Kentucky Bancshares is pending.
WE MAY EXPERIENCE DIFFICULTIES IN MANAGING OUR GROWTH, WHICH MAY ADVERSELY
IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As part of our business strategy, we focus on the growth and expansion
of our financial services business and may acquire additional banks and non-bank
entities that we believe provide a strategic fit with our business. To the
extent that we are successful with this strategy, we cannot assure you that we
will be able to adequately and profitably manage this growth. For example,
acquiring Kentucky Bancshares or any other bank or non-bank entity will involve
risks commonly associated with acquisitions, including:
o potential exposure to unknown or contingent liabilities of
banks and non-bank entities we acquire;
o exposure to potential asset quality issues of acquired banks
and non-bank entities;
o potential disruption to our business;
-10-
o potential diversion of our management's time and attention;
and
o the possible loss of key employees and customers of the banks
and businesses we acquire.
In addition to acquisitions, we may expand into additional communities
or attempt to strengthen our position in our current markets by undertaking
additional de novo branch openings. Based on our experience, we believe that it
generally takes up to three years for new banking facilities to first achieve
operational profitability due to the impact of organization and overhead
expenses and the start-up phase of generating loans and deposits. To the extent
that we undertake additional de novo branch openings, we are likely to continue
to experience the effects of higher operating expenses relative to operating
income from the new banking facilities, which may have an adverse impact on our
levels of reported net income, earnings per share, return on average
stockholders' equity and return on average assets.
OUR CONTINUED PACE OF GROWTH MAY REQUIRE US TO RAISE ADDITIONAL CAPITAL IN THE
FUTURE, BUT THAT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.
We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. As a financial holding
company, we are required to maintain capital sufficient to meet the "well
capitalized" standard set by regulators. We anticipate that our capital
resources following this offering will satisfy our capital requirements for the
foreseeable future. We may at some point, however, need to raise additional
capital to support continued growth, both internally and through acquisitions.
Our ability to raise additional capital, if needed, will depend on
conditions in the capital markets at that time, which are outside our control,
and on our financial performance. Accordingly, we cannot assure you of our
ability to raise additional capital if needed on terms acceptable to us. If we
cannot raise additional capital when needed, our ability to further expand our
operations through internal growth and acquisitions could be materially
impaired.
WE MAY NOT BE ABLE TO EFFECTIVELY EXECUTE OUR STRATEGY OF DELIVERING INTEGRATED
FINANCIAL SERVICES TO OUR CUSTOMERS, WHICH COULD ADVERSELY IMPACT OUR RESULTS OF
OPERATIONS.
Our current strategy includes a focus on delivering integrated
financial services, including professional investment and insurance advisory
services, to our customers through a "needs-based" selling approach. As part of
this strategy, we plan to continue to invest in processes and technology, such
as Customer Relationship Management (CRM) and other information systems and
processes, to enhance our client contact management, data mining, customer and
product profitability information and marketing. In the event we are unable to
market and deliver additional financial services effectively to our customers,
or to profit from our investments in CRM and other processes and technology, our
results of operations could be adversely impacted.
OUR EXPOSURE TO CREDIT RISK, BECAUSE WE FOCUS ON COMMERCIAL LENDING, COULD
ADVERSELY AFFECT OUR EARNINGS AND FINANCIAL CONDITION.
There are certain risks inherent in making loans. These risks include
interest rate changes over the time period in which loans may be repaid, risks
resulting from changes in the economy, risks inherent in dealing with borrowers
and, in the case of loans secured by collateral, risks resulting from
uncertainties about the future value of the collateral.
At September 30, 2002, commercial loans totaled $386.4 million, or
44.5% of our total loan portfolio. Commercial loans generally are viewed as
having a higher credit risk than residential real
-11-
estate or consumer loans because they usually involve larger loan balances to a
single borrower and are more susceptible to a risk of default during an economic
downturn. Our commercial loans are primarily made based on the underlying
collateral provided by the borrower and secondarily on the identified cash flow
of the borrower and the strength of any third party guarantees. Most often, the
collateral is inventory, machinery, real estate or accounts receivable. In the
case of loans secured by accounts receivable, the availability of funds for the
repayment of these loans may be substantially dependent on the ability of the
borrower to collect amounts due from its customers. The collateral securing
other loans may depreciate over time, may be difficult to appraise and may
fluctuate in value based on the success of the business.
Our biggest loan concentrations exist in assisted living facilities and
lodging and lodging-related loans. At September 30, 2002, we had $52.3 million,
or 13.5% of total commercial loans, of assisted living facility loans and $44.7
million, or 11.6% of total commercial loans, of lodging and lodging-related
loans, including several large credits to entities that operate hotels
throughout Ohio and contiguous states, as well as in Florida and Tennessee. The
risk associated with lending to entities involved in the lodging industry may
have increased in recent months, particularly because of the adverse effect that
the current economy has had on business and leisure travel. Although we believe
the assisted living and lodging industries do not pose an increased risk to
asset quality at this time, when compared to the risk assumed in other types of
lending, adverse changes in economic or other conditions affecting these
industries may adversely affect our results of operations and financial
condition.
CONSUMER LOANS GENERALLY HAVE A HIGHER RISK OF DEFAULT THAN OUR REAL ESTATE
MORTGAGE LOANS.
At September 30, 2002, consumer loans totaled $119.7 million, or 13.8%
of our total loans (of which $6.2 million were comprised of credit card
balances). Consumer loans typically have shorter terms and lower balances with
higher yields as compared to real estate mortgage loans, but generally carry
higher risks of default. Consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of
various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount that can be recovered on these loans.
IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO COVER FUTURE LOAN LOSSES,
OUR NET INCOME WOULD DECREASE.
We maintain an allowance for loan losses in an attempt to cover any
loan losses that we may incur. Our allowance for loan losses is based upon,
among other things, volume and types of loans, historical loss experience,
trends in losses and delinquencies, the growth of loans in particular markets
and industries and changes in economic conditions in our lending markets. Our
net chargeoffs for the nine months ended September 30, 2002 were $2.8 million,
or 0.34% of average loans, and our allowance for loan losses at September 30,
2002 was $12.9 million, or 1.49% of total loans. However, we cannot predict
loan losses with certainty, and we cannot assure you that chargeoffs in future
periods will not exceed the allowance for loan losses. In addition, federal and
state regulators periodically review our allowance for loan losses as part of
their examination process and may require us to increase our allowance or
recognize further loan chargeoffs based on judgments different than those of our
management. Any increase in our provision for loan losses would decrease our net
income.
CHANGES IN INTEREST RATES MAY ADVERSELY AFFECT OUR PROFITABILITY.
One of the most significant risks associated with our business of
extending loans and accepting deposits is interest rate risk. Our earnings are
dependent to a significant degree on net interest income, which is the amount by
which interest income exceeds interest expense. We expect that we will
-12-
periodically experience "gaps" in the interest rate sensitivities of our assets
and liabilities, which means that either our interest-bearing liabilities will
be more sensitive to changes in interest rates than our interest-earning assets,
or vice versa. As of September 30, 2002, the "gap" is $30.5 million or 2.47% of
earning assets, which represents the amount of liabilities that may reprice over
the next twelve months in excess of assets that may reprice over the same time
period. When interest-bearing liabilities mature or reprice more quickly than
interest-earning assets, rising interest rates could reduce our net interest
income. Similarly, when interest-earning assets mature or reprice more quickly
than interest-bearing liabilities, falling interest rates could reduce our net
interest income.
Our management also uses other measures to monitor interest rate risk
for both the short and long-term. To manage the amount of short-term exposure to
interest rate risk, management limits the decrease in net interest income to 10%
or less from base case (no change in interest rates) for each 100 basis point
shift in interest rates measured on an annual basis. To manage the long-term
exposure, management limits the negative impact on net equity value to 40% or
less given an immediate and sustained 200 basis points shift in interest rates.
The table below shows the most recent testing for compliance with these limits.
IMMEDIATE
INTEREST RATE ESTIMATED ESTIMATED
INCREASE (DECREASE) IN (DECREASE) INCREASE (DECREASE) INCREASE IN
BASIS POINTS IN NET INTEREST INCOME ECONOMIC VALUE OF EQUITY
--------------------------- ----------------------------- --------------------------------
300 $ (4,052) (7.9) % $ (59,955) (28.0) %
200 (2,442) (4.8) (36,382) (17.0)
100 (1,039) (2.0) (15,039) (7.0)
(100) $ 293 0.6 % $ 12,348 5.8 %
Although our management periodically adjusts the mix of assets and
liabilities in an attempt to control and improve net interest income, factors
beyond our control, such as general economic conditions and interest rate
changes by the Federal Reserve and our competitors, may have a greater impact on
net interest income than those adjustments made by management.
ADVERSE ECONOMIC CONDITIONS IN OUR MARKET AREA MAY ADVERSELY IMPACT OUR RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
Substantially all of our business is concentrated in southeastern Ohio,
neighboring areas of northeastern Kentucky and areas along the Ohio River in
West Virginia. As a result, our loan portfolio and results of operations may be
adversely affected by factors that have a significant impact on the economic
conditions in this market area. The local economies of our market area
historically have been less robust than the economy of the nation as a whole and
are not subject to the same fluctuations as the national economy. Adverse
economic conditions in our market area, including the loss of certain
significant employers, could reduce our growth rate, affect our borrowers'
ability to repay their loans and generally affect our financial condition and
results of operations. Furthermore, a downturn in real estate values in our
market area could cause many of our loans to become inadequately collateralized.
LOSS OF MEMBERS OF OUR EXECUTIVE TEAM COULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS.
Our success is dependent, in part, on the continued service of our
executive officers, including Robert E. Evans, our President and Chief Executive
Officer, John W. Conlon, our Chief Financial Officer, David B. Baker, our
Executive Vice President, Mark F. Bradley, our Executive Vice President and
Chief Integration Officer, Larry E. Holdren, our Executive Vice President, Carol
A. Schneeberger, our Executive Vice President/Operations, and Joseph S.
Yazombek, our Executive Vice
-13-
President/Lending. The loss of the services of any of these executive officers
could have a negative impact on our business because of their skills,
relationships in the banking community, years of industry experience and the
difficulty of promptly finding qualified replacement personnel.
GOVERNMENT REGULATION SIGNIFICANTLY AFFECTS OUR BUSINESS.
The banking industry is heavily regulated under both federal and state
law. We are subject to regulation and supervision by the Federal Reserve Board,
and Peoples Bank is subject to regulation and supervision by the Office of the
Comptroller of the Currency. These regulations are primarily intended to protect
depositors and the federal deposit insurance funds, not our shareholders. Our
non-bank subsidiaries are also subject to the supervision of the Federal Reserve
Board, in addition to other regulatory and self-regulatory agencies including
the Securities and Exchange Commission and state securities and insurance
regulators. Regulations affecting banks and financial services businesses are
undergoing continuous change, and we cannot predict the effect of those changes.
Regulations and laws may be modified at any time, and new legislation may be
enacted that affects us. Any modifications or new laws could adversely affect
our business.
COMPETITION FROM FINANCIAL INSTITUTIONS AND OTHER PROVIDERS OF FINANCIAL
SERVICES MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
We experience significant competition in originating loans. This
competition comes principally from other commercial banks, savings associations
and credit unions. Several of our competitors have greater resources, larger
branch systems and a wider array of banking services. This competition could
reduce our net income by decreasing the number and size of loans that we
originate and the interest rates we may charge on these loans.
In attracting deposits, we face significant competition from other
insured depository institutions such as commercial banks, savings associations
and credit unions, as well as institutions that offer uninsured investment
alternatives, including money market funds. These competitors may offer higher
interest rates than we do, which could decrease the deposits that we attract or
require us to increase our rates to retain existing deposits or attract new
deposits. Increased deposit competition could adversely affect our ability to
generate the funds necessary for lending operations, which would increase our
cost of funds.
We also compete with non-bank providers of financial services, such as
insurance companies, governmental agencies, brokerage firms, consumer finance
companies and pension funds. Some of our non-bank competitors are not subject to
the same extensive regulations that govern us. As a result, these competitors
may have advantages over us in providing certain products and services. This
competition could reduce or limit our margins on banking services, reduce our
market share and adversely affect our results of operations and financial
condition.
OUR BUSINESS IS DEPENDENT ON TECHNOLOGY, AND AN INABILITY TO INVEST IN
TECHNOLOGICAL IMPROVEMENTS MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
The financial services industry is undergoing rapid technological
changes with frequent introduction of new technology-driven products and
services. In addition to better serving customers, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, on our ability to create
additional efficiencies in our operations and to address the needs of our
customers by using technology to provide products and services to enhance
customer convenience. We cannot assure you, however, that our technological
improvements will
-14-
increase our operational efficiency or that we will be able to effectively
implement and market new technology-driven products and services.
THERE IS A LIMITED TRADING MARKET FOR OUR COMMON SHARES, AND YOU MAY NOT BE ABLE
TO RESELL YOUR COMMON SHARES AT OR ABOVE THE PRICE YOU PAY FOR THEM.
Although our common shares are listed for trading on The National
Market of The Nasdaq Stock Market, the trading in our common shares has less
liquidity than many other companies quoted on the Nasdaq National Market. A
public trading market having the desired characteristics of depth, liquidity and
orderliness depends on the presence in the market of willing buyers and sellers
of our common shares at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control. We cannot assure you that the offering will increase the volume
of trading in our common shares.
OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON SHARES IS LIMITED BY THE ABILITY OF
PEOPLES BANK TO PAY DIVIDENDS UNDER APPLICABLE LAW AND BY CONTRACTS RELATING TO
OUR TRUST PREFERRED SECURITIES.
Our ability to pay dividends on our common shares largely depends on
our receipt of dividends from Peoples Bank. The amount of dividends that Peoples
Bank may pay to us is limited by federal banking laws and regulations. Because
we are a financial holding company, Peoples Bank is required to maintain capital
sufficient to meet the "well capitalized" standard set by the regulators and
will be able to pay dividends to us only so long as its capital continues to
exceed these levels. We or Peoples Bank may decide to limit the payment of
dividends even when it has the legal ability to pay them in order to retain
earnings for use in Peoples Bank's business. Additionally, we have established
two trust subsidiaries to issue preferred securities. If we suspend interest
payments relating to the trust preferred securities issued by either of our two
trust subsidiaries, we will be prohibited from paying dividends on our common
shares.
ANTI-TAKEOVER PROVISIONS MAY DELAY OR PREVENT AN ACQUISITION OR CHANGE IN
CONTROL BY A THIRD PARTY.
Provisions in the Ohio General Corporation Law and our amended articles
of incorporation and code of regulations, including a staggered board and a
supermajority vote requirement for significant corporate changes, could
discourage potential takeover attempts and make attempts by shareholders to
remove our board of directors and management more difficult. These provisions
may also have the effect of delaying or preventing a transaction or change in
control that might be in the best interests of our shareholders.
-15-
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes, and incorporates by reference,
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including, in particular, the statements about our plans, strategies
and prospects. Although we believe that our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are reasonable, we
can not assure you that those plans, intentions or expectations will be
achieved. The forward-looking statements involve a number of risks and
uncertainties, including:
o our ability to continue to grow our business;
o our ability to complete acquisitions, including the
acquisition of Kentucky Bancshares, or, if completed,
successfully integrate our acquisitions;
o our ability to manage our growth;
o our ability to raise additional capital to support our future
growth;
o our ability to effectively execute our strategy of delivering
integrated financial services to our customers;
o our exposure to credit risk;
o the adequacy of our allowance for loan losses in covering
future loan losses;
o the effect of changes in interest rates on our profitability;
o adverse economic conditions in our market area;
o the loss of members of our executive team;
o government regulation affecting our business;
o competition from financial institutions and other providers of
financial services;
o our ability to invest in technological improvements upon which
our business depends; and
o other risks detailed in this prospectus and in documents
incorporated by reference in this prospectus.
All forward-looking statements are expressly qualified in their
entirety by these cautionary statements. Although we believe that the
expectations in these forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business and operations,
it is possible that actual results may differ materially from these projections.
-16-
USE OF PROCEEDS
We estimate that the net proceeds from the sale of 1,200,000 of our
common shares in this offering will be approximately $28.1 million, or
approximately $32.3 million if the underwriters' over-allotment option is
exercised in full. In each case, this assumes a public offering price of $25.25
per share (based upon the last sale price on December 11, 2002), and deductions
of estimated offering expenses of $245,000 and underwriting discounts and
commissions.
We intend to use approximately $15 million of the net proceeds from the
sale of our common shares in this offering to increase Peoples Bank's capital
position. The remaining proceeds will be retained by Peoples and used for
general corporate purposes, which may include the repayment of outstanding
indebtedness, mergers, acquisitions and other strategic investments. We have not
made specific allocations of proceeds for such purposes at this time. The net
proceeds may be invested temporarily or applied to repay short-term or revolving
debt until they are used for their stated purposes.
PRICE RANGE OF OUR COMMON SHARES AND DIVIDENDS
Our common shares are traded on The Nasdaq National Market under the
symbol "PEBO." The table presented below sets forth the high and low sales
prices reported on The Nasdaq National Market for the periods indicated, and the
cash dividends declared in each period on our common shares.
PRICE RANGE DIVIDENDS
------------ DECLARED PER
HIGH LOW SHARE
---- --- ------------
2002
Fourth Quarter (through December 11) $30.00 $22.86 $0.150(1)
Third Quarter 31.63 23.00 $0.150
Second Quarter 30.00 21.91 0.150
First Quarter 22.41 16.59 0.136
2001
Fourth Quarter $18.41 $13.82 $0.136
Third Quarter 21.09 15.74 0.136
Second Quarter 16.41 14.05 0.124
First Quarter 16.79 12.60 0.116
2000
Fourth Quarter $12.60 $ 9.92 $0.116
Third Quarter 12.60 10.74 0.116
Second Quarter 14.88 10.74 0.116
First Quarter 16.34 13.02 0.116
-----------------------------
(1) Declared November 14, 2002 and payable January 2, 2003 to
shareholders of record at December 13, 2002.
The sales price information and per share dividends have been adjusted
for two 10% stock dividends, paid on June 28, 2002 and September 12, 2001.
-17-
On December 11, 2002, the last sale price of our common shares reported
on The Nasdaq National Market was $25.25 per share. As of that date, there were
1,279 shareholders of record of our common shares.
DIVIDENDS
As of September 30, 2002, dividends totaled $0.44 per share,
representing a payout ratio of 25.3%. Dividends per share totaled $0.51 for the
year ended December 31, 2001, $0.46 for the year ended December 31, 2000 and
$0.41 for the year ended December 31, 1999. These represented dividend payout
ratios of 33.1% for 2001 and 2000 and 31.8% for 1999. On November 14, 2002, we
declared a quarterly cash dividend of $0.15 per share, payable January 2, 2003
to shareholders of record at December 13, 2002.
Cash dividends are generally declared and paid quarterly. Because
substantially all of the funds available for the payment of cash dividends are
derived from Peoples Bank, future cash dividends will depend primarily upon
Peoples Bank's earnings, financial condition, need for funds and government
policies and regulations applicable to both Peoples Bank and us. The Federal
Reserve Board may require us to retain capital for further investment in Peoples
Bank, rather than pay dividends to our shareholders. Peoples Bank cannot pay
dividends to us if such payment would cause Peoples Bank to fail to meet the
required minimum levels under the risk-based capital guidelines and the minimum
leverage ratio requirements. Peoples Bank must have the approval from the Office
of the Comptroller of the Currency if a dividend in any year would cause the
total dividends for that year to exceed the sum of the current year's net
earnings and the retained earnings for the preceding two years, less required
transfers to surplus.
As a practical matter, any dividend restrictions on Peoples Bank act as
restrictions on the amount of funds available for the payment of dividends to
Peoples shareholders. As of September 30, 2002, the net profits of Peoples Bank
available for distribution to us as dividends without regulatory approval were
approximately $1.5 million.
We have established two trust subsidiaries to issue preferred
securities. If we suspend interest payments relating to the trust preferred
securities issued by either of our two trust subsidiaries, we will be prohibited
from paying dividends on our common shares. Currently, we do not intend to
suspend these interest payments.
-18-
CAPITALIZATION
The following table sets forth our capitalization as of September 30,
2002. Our capitalization is presented:
o on a historical basis; and
o on a pro forma basis to reflect the estimated net proceeds to us from
this offering at an assumed public offering price of $25.25 per share
(based on the last sale price on December 11, 2002), after deducting
underwriting discounts, commissions and estimated offering expenses
payable by us in this offering (assuming no exercise of the
underwriters' over-allotment option), as if the sale of the common
shares had been consummated on September 30, 2002.
The data in the following table does not reflect the acquisition of
Kentucky Bancshares. The aggregate consideration to be paid to the shareholders
of Kentucky Bancshares in that transaction is not expected to exceed $31.4
million, of which approximately half would be paid in cash and approximately
half in our common shares, depending upon the market price of our common shares.
Under our agreement with Kentucky Bancshares, we could issue common shares in a
range between 461,627 common shares and 609,348 common shares, depending upon
the elections made by Kentucky Bancshares' shareholders and the average daily
closing price of our common shares over a prescribed time period prior to
consummation of the Kentucky Bancshares acquisition. The minimum number of
common shares would be issued if the average share price were $33.00 or more and
the maximum number of common shares would be issued if the average share price
were $25.00 or less.
The following data should be read in conjunction with the consolidated
financial statements and notes thereto incorporated by reference into this
prospectus from our Annual Report on Form 10-K for the year ended December 31,
2001, and from our Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2002.
SEPTEMBER 30, 2002
---------------------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
Long-term borrowings $205,680 $205,680
Guaranteed preferred beneficial interests
in junior subordinated debentures 29,068 29,068
Stockholders' Equity:
Common stock, no par value (12,000,000 shares
authorized, 7,969,386 shares issued; 9,169,386 shares
issued as adjusted) 96,876 124,962
Accumulated comprehensive income,
net of deferred income taxes 7,292 7,292
Retained earnings 8,814 8,814
Treasury stock, at cost (65,740 shares) (1,182) (1,182)
-------- --------
Total stockholders' equity 111,800 139,886
======== ========
Total capitalization $346,548 $374,634
======== ========
Capital Ratios:
Tier 1 risk-based capital ratio 11.55% 14.67%
Total risk-based capital ratio 12.91% 16.03%
Leverage ratio 7.96% 10.00%
-19-
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists our executive officers and directors.
NAME AGE POSITIONS
---- --- ----------
Robert E. Evans 62 President, Chief Executive Officer and a Director of Peoples and
Chairman and Chief Executive Officer of Peoples Bank
John (Jack) W. Conlon 57 Chief Financial Officer and Treasurer of Peoples and Peoples Bank
David B. Baker 55 Executive Vice President of Peoples
Mark F. Bradley 33 Chief Integration Officer of Peoples and President, Chief
Operating Officer and a Director of Peoples Bank
Larry E. Holdren 55 Executive Vice President of Peoples
Carol A. Schneeberger 46 Executive Vice President/Operations of Peoples and Peoples Bank
Joseph S. Yazombek 48 Executive Vice President/Lending of Peoples and Executive Vice
President/Chief Lending Officer of Peoples Bank
Carl Baker, Jr. 40 Director
George W. Broughton 45 Director
Frank L. Christy 55 Director
Wilford D. Dimit 67 Director
Rex E. Maiden 67 Director
Robert W. Price 39 Director
Paul T. Theisen 71 Director
Thomas C. Vadakin 70 Director
Joseph H. Wesel 73 Director
Provided below is certain biographical information regarding our
executive officers and directors. References to positions held with Peoples Bank
include positions held with The First National Bank of Southeastern Ohio,
Peoples Bank FSB or The Peoples Banking and Trust Company, each of which merged
in March 2002 to form Peoples Bank.
Robert E. Evans has served Peoples as President, Chief Executive
Officer and a Director since 1980. Mr. Evans has also served Peoples Bank as
Chief Executive Officer since 1987, as Chairman of the Board since 1999 and as
President from 1987 until July 2002.
John (Jack) W. Conlon has served Peoples as Chief Financial Officer
since April 1991 and Treasurer since April 1999. Mr. Conlon has also served
Peoples Bank as Chief Financial Officer since 1991 and Treasurer since 1985. Mr.
Conlon previously served as Controller of Peoples Bank from 1982 until 1991.
-20-
David B. Baker became Executive Vice President of Peoples in 1999. In
February 2000, Mr. Baker was appointed President of Peoples Bank's Investment
and Insurance Services. Mr. Baker previously served as President of Peoples
Bank's Investment and Business Division, beginning January 1998, and President
of the Investment and Trust Division of Peoples Bank, a position he held between
1991 and 1998. Mr. Baker has held various positions in the Investment and Trust
Division for Peoples Bank since 1974.
Mark F. Bradley became Chief Integration Officer of Peoples in January
2001. Mr. Bradley was appointed President, Chief Operating Officer and a
Director of Peoples Bank in July 2002. Previously, Mr. Bradley held the
positions of Controller of Peoples from January 1997 to May 2001 and Controller
of Peoples Bank from March 1997 to May 2001. Mr. Bradley was also Manager of
Accounting and External Reporting for Peoples and Peoples Bank from February
1995 to January 1997. Prior to February 1995, Mr. Bradley served as a staff
accountant for Peoples beginning in 1991.
Larry E. Holdren became Executive Vice President of Peoples in February
1999. Mr. Holdren has also been President of the Retail and Banking Division of
Peoples Bank since January 1998. Between 1982 and 1998, Mr. Holdren served as
Executive Vice President/Director of Human Resources for Peoples Bank.
Carol A. Schneeberger became Executive Vice President/Operations of
Peoples in April 1999. Since February 2000, Ms. Schneeberger has also been
Executive Vice President/Operations of Peoples Bank. Ms. Schneeberger served as
Vice President/Operations of Peoples from October 1988 until April 1999. Prior
thereto, Ms. Schneeberger was Auditor of Peoples from August 1987 to October
1988 and Auditor of Peoples Bank from January 1986 to October 1988.
Joseph S. Yazombek was appointed Executive Vice President/Lending of
Peoples in April 2000. Mr. Yazombek has also held the position of Executive Vice
President/Chief Lending Officer of Peoples Bank since October 1998. Mr. Yazombek
served as Executive Vice President of Peoples Bank's Consumer and Mortgage
Lending areas from May 1996 to October 1998, where he also directly managed
Peoples Bank's collection efforts. Mr. Yazombek joined Peoples Bank in 1983 and
served as a real estate lender until May 1996.
Carl Baker, Jr. has served as a Director of Peoples since 2000. For
more than five years, Mr. Baker has been President and Chief Executive Officer
of B & N Coal, Inc., a mining, reclamation and construction concern in
Southeastern Ohio; co-owner of Sharon Stone Company, a limestone and slag
producer in Noble and Washington Counties, Ohio; and owner of Dexter Hardwoods,
Inc., a hardwood sawmill located in Noble County, Ohio. Mr. Baker has been a
partner in Belpre Sand & Gravel Company, a sand and gravel operation located in
Little Hocking, Washington County, Ohio, since December 2001.
George W. Broughton has served as a Director of Peoples since 1994. Mr.
Broughton has been President of GWB Sales, Inc., Marietta, Ohio, an ice cream,
frozen food and coffee service distributor, since September 1999. For more than
five years, Mr. Broughton has also been President of Broughton Commercial
Properties, LLC, a commercial properties rental company; Chairman of Broughton
Foundation and Broughton Park; and a Director of SBR, Inc., and its subsidiaries
including: Simonton Windows, Hy-Lite, Style Solutions and "Woodcraft" catalog
and stores. Mr. Broughton also serves as a Director of Peoples Bank.
-21-
Frank L. Christy has served as a Director of Peoples since 1999. For
more than five years, Mr. Christy has been President and owner of Christy &
Associates, Inc., a business development company located in Marietta, Ohio.
Wilford D. Dimit has served as a Director of Peoples since 1993. For
more than five years, Mr. Dimit has been President of First Settlement, Inc.,
Marietta, Ohio, a retail clothing store, shoe store and restaurant. Mr. Dimit
also serves as a Director of Peoples Bank.
Rex E. Maiden has served as a Director of Peoples since 1996. For more
than five years, Mr. Maiden has been Chairman of the Board of Maiden & Jenkins
Construction Co., Nelsonville, Ohio, a contractor for bridges and highways, and
commercial, industrial and educational buildings; Treasurer and Director of
Sunday Creek Coal Co., Nelsonville, Ohio, a holding company for land and
minerals (coal and oil); President and Chairman of the Board of Nelsonville
Consulting and Construction Co., Nelsonville, Ohio, a design consulting firm;
Chairman of the Board of Black Top Contracting, Nelsonville, Ohio, a paving
contractor; and Chairman of the Board of B T Materials, Nelsonville, Ohio, a
sand and gravel mining operation and ready-mix concrete plant. Mr. Maiden also
serves as a Director of Peoples Bank.
Robert W. Price has served as a Director of Peoples since 2000. For
more than five years, Mr. Price has been President of each of Smith Concrete
Company, a ready-mix concrete company; Chesterhill Stone Company, a sand,
limestone and gravel company; and Price Inland Terminal Company, an off-river
terminal service providing offloading and dry bulk storage of raw material.
Paul T. Theisen has served as a Director of Peoples since 1980. For
more than five years, Mr. Theisen has been Of Counsel to the law firm of Theisen
Brock, LPA in Marietta, Ohio. Mr. Theisen also serves as a Director of Peoples
Bank. Mr. Theisen is the brother-in-law of Thomas C. Vadakin.
Thomas C. Vadakin has served as a Director of Peoples since 1989. Mr.
Vadakin served as a Director of The Airolite Company, Marietta, Ohio, a
manufacturer of ventilation louvers, from 1994 to 2002. Mr. Vadakin also serves
as a Director of Peoples Bank. Mr. Vadakin is the brother-in-law of Paul T.
Theisen.
Joseph H. Wesel has served as Chairman of the Board of Peoples since
1991 and as a Director since 1980. Mr. Wesel is President of W.D.A., Inc.,
Marietta, Ohio, a real estate holding company. Mr. Wesel also serves as a
Director of Peoples Bank.
-22-
DESCRIPTION OF OUR COMMON SHARES
In this section, we describe the material features and rights of our
common shares. This summary does not purport to be exhaustive and is qualified
in its entirety by reference to our amended articles of incorporation and code
of regulations, each of which is included as an exhibit to the registration
statement of which this prospectus is a part, and to applicable Ohio laws.
GENERALLY
Our authorized capital stock consists of 12,000,000 common shares, each
without par value. As of December 11, 2002, there were 7,921,327 common shares
issued and outstanding. In addition, as of December 11, 2002, there were options
outstanding under our stock option plans to purchase an aggregate of 594,306
common shares at a weighted average exercise price of $15.833 per share. Our
common shares are traded on The Nasdaq National Market under the symbol "PEBO."
Holders of our common shares are entitled to:
o one vote for each common share held;
o receive dividends if and when declared by our board of
directors from funds legally available therefor (see "Price
Range of Our Common Shares and Dividends" beginning on
page 17); and
o share ratably in our net assets, legally available to our
shareholders in the event of our liquidation, dissolution or
winding up, after payment in full of all amounts required to
be paid to creditors or provision for such payment.
Holders of our common shares have no preemptive, subscription,
redemption, conversion or cumulative voting rights. Our outstanding common
shares are fully paid and nonassessable.
ANTI-TAKEOVER EFFECTS OF AMENDED ARTICLES OF INCORPORATION, CODE OF REGULATIONS
AND THE OHIO GENERAL CORPORATION LAW
There are provisions in the Ohio General Corporation Law and our
amended articles of incorporation and code of regulations that could discourage
potential takeover attempts and make attempts by shareholders to change our
board of directors and management more difficult.
Classified Board of Directors. Our board of directors is divided into
three classes, with three-year staggered terms. This classification system
increases the difficulty of replacing a majority of the directors at any one
time and may tend to discourage a third-party from making a tender offer or
otherwise attempting to gain control of us. It also may maintain the incumbency
of our board of directors.
Removal of Directors. Our code of regulations provides that a director
or directors may be removed from office, only for cause, by the affirmative vote
of the holders of at least 75% of our voting shares entitling them to elect
directors in place of those to be removed.
Supermajority Vote Requirements. Our amended articles of incorporation
provide that the holders of a majority of our voting shares must approve the
following matters before they can be implemented:
o a proposed amendment to our articles of incorporation;
-23-
o proposed new regulations or an alteration, amendment or repeal
of our regulations;
o an agreement of merger or consolidation;
o a proposed combination or majority share acquisition involving
the issuance of our shares and requiring shareholder approval;
o a proposal to sell, lease, exchange, transfer or otherwise
dispose of all or substantially all of our property and
assets;
o a proposed dissolution; or
o a proposal to fix or change the number of directors by action
of the shareholders.
However, if any three of our directors affirmatively vote against any of the
foregoing matters, the proposal must be approved by the holders of at least 75%
of our voting shares entitled to vote thereon.
Nomination Procedures. Our code of regulations provides that a nominee
for election to our board of directors, other than those nominated by or at the
direction of the board of directors, must be made in writing and delivered or
mailed to our corporate secretary not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors.
However, if less than 21 days' notice of the meeting is given to the
shareholders, the nomination must be mailed or delivered to our corporate
secretary not later than the close of business on the seventh day following the
day on which the notice of the meeting was mailed.
The written notice of a proposed nominee must contain the following
information to the extent known by the notifying shareholder:
o the name, age, business address and residence address of the
proposed nominee;
o the principal occupation of the proposed nominee;
o the number of common shares beneficially owned by the proposed
nominee and the notifying shareholder; and
o any other information required to be disclosed with respect to
the nominee for election as a director required by Section
14(a) of the Securities Exchange Act of 1934 or any successor
provision.
In addition, the notifying shareholder must deliver to Peoples the written
consent of the nominee.
Control Share Acquisition Act. The Ohio General Corporation Law
provides that certain notice and informational filings, and special shareholder
meeting and voting procedures, must occur prior to any person's acquisition of
an issuer's shares that would entitle the acquirer to exercise or direct the
voting power of the issuer in the election of directors within any of the
following ranges:
o one-fifth or more but less than one-third of such voting
power;
o one-third or more but less than a majority of such voting
power; or
o a majority or more of such voting power.
-24-
The Control Share Acquisition Act does not apply to a corporation if
its articles of incorporation or code of regulations so provide. We have not
opted out of the application of the Control Share Acquisition Act.
Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
generally addresses a wide range of business combinations and other transactions
(including mergers, consolidations, asset sales, loans, disproportionate
distributions of property and disproportionate issuances or transfers of shares
or rights to acquire shares) between an Ohio corporation and an "Interested
Shareholder" who, alone or with others, may exercise or direct the exercise of
at least 10% of the voting power of the corporation. The Merger Moratorium
Statute prohibits these transactions between the corporation and the Interested
Shareholder for a period of three years after a person becomes an Interested
Shareholder, unless, prior to the date, the directors approved either the
business combination or other transaction or approved the acquisition that
caused the person to become an Interested Shareholder.
Following the three-year moratorium period, if applicable, the
corporation may engage in the covered transaction with the Interested
Shareholder only if:
o the transaction receives the approval of the holders of
two-thirds of all the voting shares and the approval of the
holders of a majority of the voting shares held by persons
other than an Interested Shareholder; or
o the remaining shareholders receive an amount for their shares
equal to the highest of the highest amount paid in the past by
the Interested Shareholder for the corporation's shares, the
"fair market value" of the shares on the dates specified in
the statute or the amount that would be due to the
shareholders if the corporation were to dissolve.
The Merger Moratorium Statute does not apply to a corporation if its
articles of incorporation so provide. We have not opted out of the application
of the Merger Moratorium Statute.
TRANSFER AGENT
Registrar and Transfer Company serves as the transfer agent of our
issued and outstanding common shares. Its address is 10 Commerce Drive,
Cranford, New Jersey 07016 and telephone number is (800) 368-5948.
-25-
UNDERWRITING
We and the underwriters for the offering named below have entered into
an underwriting agreement with respect to the common shares being offered.
Subject to the terms and conditions contained in the underwriting agreement,
each underwriter has severally agreed to purchase the number of common shares
set forth opposite its name below. The underwriters' obligations are several,
which means that each underwriter is required to purchase a specified number of
common shares, but it is not responsible for the commitment of any other
underwriter to purchase common shares. Sandler O'Neill & Partners, L.P. is the
representative of the underwriters.
Name Number of Shares
---- ----------------
Sandler O'Neill & Partners, L.P.
FTN Financial Securities Corp.
Friedman, Billings, Ramsey & Co., Inc.
Howe Barnes Investments, Inc.
McDonald Investments Inc., a Keycorp Company
Morgan Keegan & Company, Inc.
Parker/Hunter Incorporated
Putnam Lovell Securities Inc.
RBC Dain Rauscher Inc.
Stifel, Nicolaus & Company, Incorporated
Sweney Cartwright & Co.
The underwriting agreement provides that the underwriters are obligated
to purchase all of the common shares in this offering if any are purchased,
other than those covered by the over-allotment option described below.
We have granted to the underwriter an option, exercisable no later than
30 days after the date of this prospectus, to purchase up to 180,000 additional
common shares at the public offering price, less the underwriting discounts and
commissions set forth on the cover page of this prospectus. To the extent that
the underwriters exercise their option, the underwriters will become obligated,
so long as the conditions of the underwriting agreement are satisfied, to
purchase such additional common shares. We will be obligated to sell these
common shares to the underwriters to the extent the over-allotment option is
exercised. The underwriters may exercise this option only to cover
over-allotments made in connection with the sale of common shares offered by
this prospectus.
The underwriters propose to offer the common shares directly to the
public at the offering price set forth on the cover page of this prospectus and
to dealers at the public offering price less a concession not in excess of
$_____ per share. The underwriters may allow and the dealers may reallow a
concession not in excess of $______ per share on sales to other dealers. After
the public offering of the common shares, the underwriters may change the
offering price and other selling terms.
The following table shows the per share and total underwriting
discounts and commissions that we will pay to the underwriters and the proceeds
we will receive before expenses. These amounts are shown assuming both no
exercise and full exercise of the underwriters' over-allotment option to
purchase additional common shares.
WITH
PER WITHOUT OVER-
SHARE OVER-ALLOTMENT ALLOTMENT
----- -------------- ---------
Public offering price................................ $ $ $
Underwriting discounts and commissions...............
Proceeds, before expenses, to us.....................
The total expenses of the offering, exclusive of the underwriting
discounts, are estimated at $245,000 and are payable by us.
The common shares are being offered by several the underwriters,
subject to prior sale, when, as and if issued to and accepted by it, subject to
approval of certain legal matters by counsel for the underwriters and other
conditions. The underwriters reserve the right to withdraw, cancel or modify
this offer and to reject orders in whole or in part.
We, and each of our directors and executive officers, have agreed, for
a period of 180 days after the date of this prospectus, not to sell, offer,
agree to sell, contract to sell, hypothecate, pledge, grant any option to sell,
make any short sale or otherwise dispose of or hedge, directly or indirectly,
any common shares or securities convertible into, exchangeable or exercisable
for any common shares or warrants or
-26-
other rights to purchase our common shares or other similar securities without,
in each case, the prior written consent of Sandler O'Neill & Partners, L.P.
These restrictions are expressly agreed to preclude us, and our executive
officers and directors, from engaging in any hedging or other transaction or
arrangement that is designed to, or which reasonably could be expected to, lead
to or result in a sale, disposition or transfer, in whole or in part, of any of
the economic consequences of ownership of our common shares, whether such
transaction would be settled by delivery of common shares or other securities,
in cash or otherwise. Some of our directors and executive officers may purchase
common shares in this offering although none has committed to do so.
We have agreed to indemnify the underwriters and persons who control
the underwriters against liabilities, including liabilities under the Securities
Act of 1933, and to contribute to payments that the underwriters may be required
to make for these liabilities.
The common shares are traded on The Nasdaq National Market under the
symbol "PEBO."
In connection with this offering, the underwriters may engage in
stabilizing transactions, over-allotment transactions, syndicate covering
transactions and penalty bids.
o Stabilizing transactions permit bids to purchase common shares
so long as the stabilizing bids do not exceed a specified
maximum.
o Over-allotment transactions involve sales by the underwriters
of common shares in excess of the number of common shares the
underwriters are obligated to purchase. This creates a
syndicate short position which may be either a covered short
position or a naked short position. In a covered short
position, the number of common shares over-allotted by the
underwriters is not greater than the number of common shares
that they may purchase in the over-allotment option. In a
naked short position, the number of shares involved is greater
than the number of shares in the over-allotment option. The
underwriters may close out any short position by exercising
their over-allotment option and/or purchasing shares in the
open market.
o Syndicate covering transactions involve purchases of common
shares in the open market after the distribution has been
completed in order to cover syndicate short positions. In
determining the source of shares to close out the short
position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market
as compared with the price at which they may purchase common
shares through exercise of the over-allotment option. If the
underwriters sell more common shares than could be covered by
exercise of the over-allotment option and, therefore, have a
naked short position, the position can be closed out only by
buying common shares in the open market. A naked short
position is more likely to be created if the underwriters are
concerned that after pricing there could be downward pressure
on the price of the common shares in the open market that
could adversely affect investors who purchase in the offering.
o Penalty bids permit the representative to reclaim a selling
concession from a syndicate member when the common shares
originally sold by that syndicate member are purchased in
stabilizing or syndicate covering transactions to cover
syndicate short positions.
These stabilizing transactions, syndicate covering transactions and
penalty bids may have the effect of raising or maintaining the market price of
our common shares or preventing or retarding a
-27-
decline in the market price of our common shares. As a result, the price of our
common shares in the open market may be higher than it would otherwise be in the
absence of these transactions. Neither we nor the underwriters make any
representation or prediction as to the effect that the transactions described
above may have on the price of our common shares. These transactions may be
effected on The Nasdaq National Market, in the over-the-counter market or
otherwise and, if commenced, may be discontinued at any time.
In connection with this offering, the underwriters and any selling
group members who are qualified market makers on The Nasdaq National Market may
engage in passive market making transactions in our common stock on The Nasdaq
National Market in accordance with Rule 103 of Regulation M under the Securities
Act. Rule 103 permits passive market making activity by the participants in our
common stock offering. Passive market making may occur during the business day
before the pricing of our offering, before the commencement of offers or sales
of the common shares. Passive market makers must comply with applicable volume
and price limitations and must be identified as a passive market maker. In
general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for the security. If all independent bids are
lowered below the bid of the passive market maker, however, the bid must then be
lowered when purchase limits are exceeded. Net purchases by a passive market
maker on each day are limited to a specified percentage of the passive market
maker's average daily trading volume in the common shares during a specified
period and must be discontinued when that limit is reached. The underwriters and
other dealers are not required to engage in passive market making and may end
passive market making activities at any time.
Some of the underwriters have provided, and may continue to provide,
financial advisory or investment banking services to us.
LEGAL MATTERS
The validity of our common shares offered hereby will be passed upon
for us by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. Certain matters
in connection with the offering will be passed upon for the underwriters by
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC, Chicago, Illinois.
EXPERTS
Our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
in our Annual Report and incorporated by reference in this prospectus. These
consolidated financial statements are incorporated by reference in this
prospectus in reliance upon their report given on the authority of Ernst & Young
LLP as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the
Securities Exchange Act of 1934 and must file annual, quarterly and other
reports with the SEC. We are also subject to the proxy solicitation requirements
of the Securities Exchange Act of 1934 and, accordingly, will furnish audited
financial statements to our shareholders in connection with our annual meetings
of shareholders.
Any statements made in this prospectus concerning the contents of any
contract, agreement or other document constitute summaries of the material terms
thereof and are not necessarily complete summaries of all of the terms. Some of
these documents have been filed as exhibits to our periodic filings
-28-
with the SEC. Our periodic reports and other information filed with the SEC may
be inspected without charge at the Public Reference Section of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies
of filed documents by mail from the public reference section of the SEC at Room
1024, 450 Fifth Avenue, N.W., Washington, D.C. 20549 at prescribed rates. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. Our filings are also available to the public on the SEC's
website at http://www.sec.gov., which may be accessed from our website at
www.peoplesbancorp.com (each of these uniform resource locators (URLs) is an
inactive textual reference only and is not intended to incorporate the website
into this prospectus). We have filed a registration statement on Form S-3 to
register the common shares to be sold by us in this offering. This prospectus is
part of that registration statement. As allowed by SEC rules, this prospectus
does not contain all the information you can find in the registration statement
or the exhibits to that registration statement.
Shareholders of Kentucky Bancshares may obtain a free copy of the Form
S-4 and proxy statement/prospectus regarding our proposed acquisition of
Kentucky Bancshares, when it is available, as well as other documents filed by
us with the SEC on the SEC's website. Kentucky Bancshares' shareholders may
also obtain these documents without charge by contacting Charles R. Hunsaker,
Esq., our General Counsel, as described below.
DOCUMENTS INCORPORATED BY REFERENCE
We are "incorporating" certain documents into this prospectus by
reference, which means that we are disclosing important information to you by
referring to documents that contain such information. The information
incorporated by reference is an important part of this prospectus, and
information we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference the documents
listed below that we have previously filed with the SEC:
o our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
o our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2002, as amended by the Form 10-Q/A filed with the
SEC on December 12, 2002;
o our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2002;
o our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2002;
o our Current Reports on Form 8-K filed with the SEC on January
4, 2002, January 22, 2002, February 14, 2002, March 29, 2002,
April 22, 2002, May 7, 2002, May 13, 2002, June 18,
2002, July 1, 2002, July 3, 2002, July 12, 2002, July 22,
2002, August 8, 2002, September 24, 2002, October 8, 2002,
October 15, 2002, November 14, 2002, November 18, 2002,
December 2, 2002 and December 13, 2002; and
o the description of our common shares contained in our
Registration Statement on Form 8-A filed with the SEC on July
20, 1993 (File No. 0-16772), including any amendments or
reports filed for the purpose of updating that description.
-29-
Later information that we file with the SEC will update and/or supersede this
information. We are also incorporating by reference all documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and prior to the
termination of the offering of our common shares.
Copies of documents incorporated in this prospectus by reference or
other documents referred to in this prospectus may be obtained upon oral or
written request without charge by contacting Charles R. Hunsaker, Esq., our
General Counsel, at the following address and telephone number:
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
(740) 373-3155
-30-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated (except for the Securities
and Exchange Commission registration and NASD filing fees) fees and expenses
payable by the Registrant in connection with the sale and distribution of the
securities registered hereby other than underwriting discounts and commissions:
SEC registration fees ................................................... $ 3,587
Nasdaq additional listing fee............................................ 2,000
NASD filing fee.......................................................... 4,399
Legal fees and expenses.................................................. 80,000
Accountants' fees and expenses........................................... 100,000
Printing and mailing expenses............................................ 25,000
Blue sky fees............................................................ 5,000
Miscellaneous............................................................ $ 25,014
---------
Total $ 245,000
=========
All of the above fees and expenses will be borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a 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
II-1
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;
II-2
(d) By the court of common pleas or the court in
which such 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 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
II-3
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 Registrant's Code of Regulations governs
indemnification by Registrant and provides as follows:
SECTION 5.01. Mandatory Indemnification. The corporation shall
indemnify any officer or director of the corporation who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. A person claiming indemnification under this Section 5.01
shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal matter,
to have had no reasonable cause to believe his conduct was unlawful,
and the termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, rebut such presumption.
II-4
SECTION 5.02. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer
or director of the corporation who was a party to any
completed action or suit instituted by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, officer, employee
or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or
other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have been
adjudged to be liable for acting with reckless disregard for
the best interests of the corporation or misconduct (other
than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of
Common Pleas of Washington County, Ohio or the court in which
such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and
in view of all the circumstances of the case, he is fairly and
reasonably entitled to such indemnity as such Court of Common
Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such
unpaid indemnification as is determined by a court to be
proper as contemplated by this Section 5.02.
SECTION 5.03. Indemnification for Expenses. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs) actually
and reasonably incurred by him in connection therewith.
SECTION 5.04. Determination Required. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall
be made by the corporation only upon a determination that such
indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Section 5.01. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation
who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable
or if a majority of a quorum of disinterested directors so directs, in
a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation, or any person to
be indemnified, within the past five years, or (C) by the shareholders,
or (D) by the Court of Common Pleas of Washington County, Ohio or (if
the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be
made by a court under division (D) of this Section 5.04 at any time
[including, without limitation, any time before, during or after the
time when any such determination may be requested of, be under
consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent legal
counsel under division (B) or by the shareholders under division (C) of
this Section 5.04]; and no failure for any reason to make any such
determination, and
II-5
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. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees
and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 5.01 shall be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
to or on behalf of the officer or director promptly as such expenses
are incurred by him, but only if such officer or director shall first
agree, in writing, to repay all amounts so paid in respect of any
claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the
merits or otherwise:
(A) if it shall ultimately be determined as provided
in Section 5.04 that he is not entitled to be indemnified by
the corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other
matter asserted by or in the right of the corporation in such
action or suit, he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to
the extent that the Court of Common Pleas of Washington
County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite such
adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or
part of such indemnification.
SECTION 5.06. Article Five Not Exclusive. The indemnification
provided by this Article Five shall not be exclusive of, and shall be
in addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles or the Regulations
or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be an officer or director of the corporation
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 5.07. Insurance. The corporation may purchase and
maintain insurance or furnish similar protection, including but not
limited to trust funds, letters of credit, or self-insurance, on behalf
of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such
II-6
capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article Five.
Insurance may be purchased from or maintained with a person in which
the corporation has a financial interest.
SECTION 5.08. Certain Definitions. For purposes of this
Article Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this
Article Five shall be deemed to have been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or
without prejudice, without the entry of a judgment or order
against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether or
not any such termination is based upon a judicial or other
determination of the lack of merit of the claims made against
him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to
be in the best interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation"
within the meaning of that term as used in this Article Five.
SECTION 5.09. Venue. Any action, suit or proceeding to
determine a claim for indemnification under this Article Five may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Common Pleas of Washington County, Ohio.
The corporation and (by claiming such indemnification) each such person
consent to the exercise of jurisdiction over its or his person by the
Court of Common Pleas of Washington County, Ohio in any such action,
suit or proceeding.
In addition, the Registrant has purchased $10 million of insurance that
insures its directors and officers against certain liabilities which might be
incurred by them in such capacity. The Registrant also maintains fiduciary and
lending liability coverage up to a $7 million limit.
II-7
ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION EXHIBIT LOCATION
---------------- ----------------------------------------------- ----------------------------------------------
1.1 Form of Underwriting Agreement. Previously filed.
2.1 Agreement and Plan of Merger, dated as of Incorporated herein by reference to Exhibit 2
November 29, 2002, by and between Peoples to the Registrant's Current Report on Form
Bancorp Inc. and Kentucky Bancshares 8-K, dated December 2, 2002 (File No. 0-16772).
Incorporated.
3.1 Amended Articles of Incorporation of Peoples Incorporated herein by reference to Exhibit
Bancorp Inc. (as filed with the Ohio 3(a) to the Registrant's Registration
Secretary of State on May 3, 1993). Statement on Form 8-B filed July 20, 1993
(File No. 0-16772).
3.2 Certificate of Amendment to the Amended Incorporated herein by reference to Exhibit
Articles of Peoples Bancorp Inc. (as filed 3(a)(2) to the Registrant's Annual Report on
with the Ohio Secretary of State on April 22, Form 10-K for fiscal year ended December 31,
1994) 1997 (File No. 0-16772) (the "1997 Form
10-K").
3.3 Certificate of Amendment to the Amended Incorporated herein by reference to Exhibit
Articles of Peoples Bancorp Inc. (as filed 3(a)(3) to the Registrant's 1997 Form 10-K.
with the Ohio Secretary of State on April 9,
1996).
3.4 Amended Articles of Incorporation of Peoples Incorporated herein by reference to Exhibit
Bancorp Inc. (reflecting amendments through 3(a)(4) to the Registrant's 1997 Form 10-K.
April 9, 1996) [For SEC reporting compliance
purposes only - not filed with Ohio Secretary
of State].
3.5 Regulations of Peoples Bancorp Inc. Incorporated herein by reference to Exhibit
3(b) to the Registrant's Registration
Statement on Form 8-B filed July 20, 1993
(File No. 0-16772).
4.1 Indenture, dated as of April 20, 1999, Incorporated herein by reference to Exhibit
between Peoples Bancorp Inc. and Wilmington 4.1 to the Registration Statement on Form
Trust Company, as Debenture Trustee, relating S-4 (Registration No. 333-81251) filed on
to Junior Subordinated Deferrable Interest June 22, 1999 by the Registrant and PEBO
Debentures. Capital Trust I (the "1999 Form S-4").
4.2 Amended and Restated Declaration of Trust of Incorporated herein by reference to Exhibit
PEBO Capital Trust I, dated as of April 20, 4.5 to the 1999 Form S-4.
1999.
4.3 Series B Capital Securities Guarantee Incorporated herein by reference to Exhibit
Agreement, dated as of September 23, 1999, 4(i) of the Registrant's Annual Report on
between Peoples Bancorp Inc. and Wilmington Form 10-K for the fiscal year ended December
Trust Company, as Guarantee Trustee, relating 31, 1999 (File No. 0-16772).
to Series B 8.62% Capital Securities.
4.4 Indenture, dated as of April 10, 2002, Incorporated herein by reference to Exhibit
between Peoples Bancorp Inc. and Wilmington 4.1 to the Registrant's Form 10-Q for the
Trust Company, as Trustee, relating to quarterly period ended September 30, 2002
Floating Rate Junior Subordinated Debt (File No. 0-16772) (the "September 30, 2002
Securities. Form 10-Q").
II-8
EXHIBIT NUMBER DESCRIPTION EXHIBIT LOCATION
---------------- ----------------------------------------------- ----------------------------------------------
4.5 Amended and Restated Declaration of Trust of Incorporated herein by reference to Exhibit
PEBO Capital Trust II, dated as of April 10, 4.2 to the September 30, 2002 Form 10-Q.
2002.
4.6 Guarantee Agreement, dated as of April 10, Incorporated herein by reference to Exhibit
2002, between Peoples Bancorp Inc. and 4.3 to the September 30, 2002 Form 10-Q.
Wilmington Trust Company, as Guarantee
Trustee, relating to Floating Rate MMCapSSM
Capital Securities.
5.1 Opinion of Vorys, Sater, Seymour and Pease Filed herewith.
LLP.
12.1 Statements re Computation of Ratios. Previously filed.
23.1 Consent of Ernst & Young LLP, independent Previously filed.
accountants.
23.2 Consent of Vorys, Sater, Seymour and Pease Filed herewith.
LLP (included in opinion filed as Exhibit 5.1).
24.1 Powers of Attorney of Directors and Executive Previously filed.
Officers of Peoples Bancorp Inc. authorizing
the signing of their names to this
Registration Statement and any and all
amendments to this Registration Statement and
other documents submitted in connection
herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the bona fide offering thereof.
(2) 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 foregoing provisions, 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 a 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.
II-9
(3) The undersigned hereby undertakes that:
(a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
[Remainder of page intentionally left blank;
signatures on following page.]
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 3 to Form S-3 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Ohio, on December 16, 2002.
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
Pre-Effective Amendment No. 3 to Form S-3 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert E. Evans President and Chief Executive December 16, 2002
------------------------------------
ROBERT E. EVANS Officer and Director (Principal
Executive Officer)
* Carl Baker, Jr. Director December 16, 2002
------------------------------------
CARL BAKER, JR.
* George W. Broughton Director December 16, 2002
------------------------------------
GEORGE W. BROUGHTON
* Frank L. Christy Director December 16, 2002
------------------------------------
FRANK L. CHRISTY
* Wilford D. Dimit Director December 16, 2002
------------------------------------
WILFORD D. DIMIT
* Rex E. Maiden Director December 16, 2002
------------------------------------
REX E. MAIDEN
* Robert W. Price Director December 16, 2002
------------------------------------
ROBERT W. PRICE
* Paul T. Theisen Director December 16, 2002
------------------------------------
PAUL T. THEISEN
* Thomas C. Vadakin Director December 16, 2002
------------------------------------
THOMAS C. VADAKIN
II-11
Signature Title Date
--------- ----- ----
* Joseph H. Wesel Chairman of the Board and Director December 16, 2002
------------------------------------
JOSEPH H. WESEL
* John W. Conlon Chief Financial Officer and December 16, 2002
------------------------------------
JOHN W. CONLON Treasurer (Principal Accounting
Officer)
* Gary L. Kriechbaum December 16, 2002
------------------------------------ Controller
GARY L. KRIECHBAUM
* By Robert E. Evans pursuant to Powers of Attorney executed by the directors
and executive officers listed above, which Powers of Attorney are filed herewith
with the Securities and Exchange Commission.
/s/ Robert E. Evans
----------------------
Name: Robert E. Evans
Title: President and Chief Executive Officer and Director
II-12
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION EXHIBIT LOCATION
---------------- ----------------------------------------------- ----------------------------------------------
1.1 Form of Underwriting Agreement. Previously filed.
2.1 Agreement and Plan of Merger, dated as of Incorporated herein by reference to Exhibit 2
November 29, 2002, by and between Peoples to the Registrant's Current Report on Form
Bancorp Inc. and Kentucky Bancshares 8-K, dated December 2, 2002 (File No. 0-16772).
Incorporated.
3.1 Amended Articles of Incorporation of Peoples Incorporated herein by reference to Exhibit
Bancorp Inc. (as filed with the Ohio 3(a) to the Registrant's Registration
Secretary of State on May 3, 1993). Statement on Form 8-B filed July 20, 1993
(File No. 0-16772).
3.2 Certificate of Amendment to the Amended Incorporated herein by reference to Exhibit
Articles of Peoples Bancorp Inc. (as filed 3(a)(2) to the Registrant's Annual Report on
with the Ohio Secretary of State on April 22, Form 10-K for fiscal year ended December 31,
1994) 1997 (File No. 0-16772) (the "1997 Form
10-K").
3.3 Certificate of Amendment to the Amended Incorporated herein by reference to Exhibit
Articles of Peoples Bancorp Inc. (as filed 3(a)(3) to the Registrant's 1997 Form 10-K.
with the Ohio Secretary of State on April 9,
1996).
3.4 Amended Articles of Incorporation of Peoples Incorporated herein by reference to Exhibit
Bancorp Inc. (reflecting amendments through 3(a)(4) to the Registrant's 1997 Form 10-K.
April 9, 1996) [For SEC reporting compliance
purposes only - not filed with Ohio Secretary
of State].
3.5 Regulations of Peoples Bancorp Inc. Incorporated herein by reference to Exhibit
3(b) to the Registrant's Registration
Statement on Form 8-B filed July 20, 1993
(File No. 0-16772).
4.1 Indenture, dated as of April 20, 1999, Incorporated herein by reference to Exhibit
between Peoples Bancorp Inc. and Wilmington 4.1 to the Registration Statement on Form
Trust Company, as Debenture Trustee, relating S-4 (Registration No. 333-81251) filed on
to Junior Subordinated Deferrable Interest June 22, 1999 by the Registrant and PEBO
Debentures. Capital Trust I (the "1999 Form S-4").
4.2 Amended and Restated Declaration of Trust of Incorporated herein by reference to Exhibit
PEBO Capital Trust I, dated as of April 20, 4.5 to the 1999 Form S-4.
1999.
4.3 Series B Capital Securities Guarantee Incorporated herein by reference to Exhibit
Agreement, dated as of September 23, 1999, 4(i) of the Registrant's Annual Report on
between Peoples Bancorp Inc. and Wilmington Form 10-K for the fiscal year ended December
Trust Company, as Guarantee Trustee, relating 31, 1999 (File No. 0-16772).
to Series B 8.62% Capital Securities.
4.4 Indenture, dated as of April 10, 2002, Incorporated herein by reference to Exhibit
between Peoples Bancorp Inc. and Wilmington 4.1 to the Registrant's Form 10-Q for the
Trust Company, as Trustee, relating to quarterly period ended September 30, 2002
Floating Rate Junior Subordinated Debt (File No. 0-16772) (the "September 30, 2002
Securities. Form 10-Q").
EXHIBIT NUMBER DESCRIPTION EXHIBIT LOCATION
---------------- ----------------------------------------------- ----------------------------------------------
4.5 Amended and Restated Declaration of Trust of Incorporated herein by reference to Exhibit
PEBO Capital Trust II, dated as of April 10, 4.2 to the September 30, 2002 Form 10-Q.
2002.
4.6 Guarantee Agreement, dated as of April 10, Incorporated herein by reference to Exhibit
2002, between Peoples Bancorp Inc. and 4.3 to the September 30, 2002 Form 10-Q.
Wilmington Trust Company, as Guarantee
Trustee, relating to Floating Rate MMCapSSM
Capital Securities.
5.1 Opinion of Vorys, Sater, Seymour and Pease
LLP. Filed herewith.
12.1 Statements re Computation of Ratios. Previously filed.
23.1 Consent of Ernst & Young LLP, independent Previously filed.
accountants.
23.2 Consent of Vorys, Sater, Seymour and Pease Filed herewith.
LLP (included in opinion filed as Exhibit 5.1).
24.1 Powers of Attorney of Directors and Executive Previously filed.
Officers of Peoples Bancorp Inc. authorizing
the signing of their names to this
Registration Statement and any and all
amendments to this Registration Statement and
other documents submitted in connection
herewith.