As filed with the Securities and Exchange Commission on March 22, 2006
Registration No. 33-54003
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-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)
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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
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(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
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-5607
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Post-Effective Amendment No. 3 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. [X]
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 this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Explanatory Note:
On June 7, 1994, Peoples Bancorp Inc. ("Peoples" or the "Registrant")
filed a Registration Statement on Form S-3 (Registration No. 33-54003) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") in order to register 500,000 of no par value common shares of Peoples for
offering and sale to participants in the Peoples Bancorp Inc. Dividend
Reinvestment Plan, pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "1933 Act"). The Registration Statement became effective upon
filing.
On April 23, 2003, Peoples filed Post-Effective Amendment No. 1 to the
Registration Statement in order to evidence that Peoples had determined that the
Registration Statement was to cover only the 500,000 common shares originally
registered and not any additional common shares resulting from any stock split
or stock dividend occurring after June 7, 1994 and prior to the completion of
the offering of common shares of Peoples covered by the Registration Statement
pursuant to the Dividend Reinvestment Plan.
Effective November 28, 2005, Peoples appointed a new administrator for
the Dividend Reinvestment Plan. Information concerning the operation of the
Dividend Reinvestment Plan was provided in the definitive prospectus relating to
the offering of the 290,620 common shares of Peoples remaining available for
issuance under the Dividend Reinvestment Plan as of December 13, 2005 (the "2005
Prospectus") filed as part of Post-Effective Amendment No. 2 to the Registration
Statement. The 2005 Prospectus disclosed updated information in respect of the
manner in which the Dividend Reinvestment Plan operates and identified the new
administrator of the Dividend Reinvestment Plan - Shareowner Services, a
division of Wells Fargo Bank, N.A. and the registrar and transfer agent for the
common shares of Peoples. As part of Post-Effective Amendment No. 2 to the
Registration Statement, Peoples also filed certain exhibits.
Effective March 9, 2006, Peoples amended the Dividend Reinvestment Plan
to allow participants to purchase common shares of Peoples by making optional
cash investments of $100 or more, up to a maximum of $10,000 for each calendar
month. In order to reflect the addition of this optional cash investment
feature, Peoples modified the name of the Dividend Reinvestment Plan to be the
Peoples Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan. Information
concerning the operation of the Dividend Reinvestment and Stock Purchase Plan
with the optional cash investment feature is provided in the definitive
prospectus relating to the offering of the 286,053 common shares of Peoples
remaining available for issuance under the Dividend Reinvestment and Stock
Purchase Plan as of March 22, 2006 (the "2006 Prospectus") filed as part of this
Post-Effective Amendment No. 3 to the Registration Statement.
PROSPECTUS
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
[PEOPLES LOGO]
286,053 Common Shares
(no par value)
CUSIP 709789 10 1
Trading Symbol:
NASDAQ National Market -- PEBO
Investment in our common shares, as with any investment in securities,
involves investment risks, including the risk of possible loss of value. See
"Risk Factors" beginning on page 2 for information that prospective participants
in the Dividend Reinvestment and Stock Purchase Plan should consider.
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 or non-bank subsidiary and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
The date of this prospectus is March 22, 2006.
PROSPECTUS
PEOPLES BANCORP INC.
138 Putnam Street
Marietta, Ohio 45750
(740) 373-3155
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
286,053 Common Shares
(no par value)
CUSIP 709789 10 1
Trading Symbol:
NASDAQ National Market -- PEBO
We are offering our shareholders a convenient and economical method to
purchase additional common shares, without payment of any brokerage commissions,
through the Dividend Reinvestment and Stock Purchase Plan (the "Plan"). By
participating in the Plan, shareholders may reinvest their cash dividends in
full or in part. Participants may also purchase additional common shares of
Peoples by making optional cash investments of $100 or more, up to a maximum of
$10,000 for each calendar month. We have modified the name of our existing
dividend reinvestment plan to reflect this new feature.
This prospectus describes and constitutes the Peoples Bancorp Inc.
Dividend Reinvestment and Stock Purchase Plan. Please read this prospectus
carefully and keep it for future reference. If you have any questions about the
Plan, please call Shareowner Services, a division of Wells Fargo Bank, N.A.,
administrator for the Plan (the "Plan Administrator"), at 1-800-468-9716 between
7:00 a.m. and 7:00 p.m., Central Time, on any business day.
Common shares purchased under the Plan may be purchased from us or
purchased for participants in the open market, at our option. The price of the
common shares purchased from us will be the average of the official closing
sales prices reported on the NASDAQ National Market on the five business days
immediately preceding the applicable purchase date for which such prices have
been reported. If common shares are purchased in the open market, the price of
the common shares will be the weighted average purchase price of the common
shares. The official closing price of our common shares on March 21, 2006 was
$28.06.
Shareholders who are currently enrolled in our dividend reinvestment
plan will continue to be enrolled in the Plan until they notify the Plan
Administrator that they wish to withdraw. Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends, as declared, in
the usual manner.
The date of this prospectus is March 22, 2006.
Table of Contents
Page No.
Peoples Bancorp Inc. 1
Where You Can Find More Information 1
Documents Incorporated by Reference 2
Risk Factors 2
Direct Registration 4
Description of the Plan 5
Purpose 5
Advantages to Participants 5
Administration 5
Eligibility 6
How to Enroll in the Plan 6
Reinvestment Options 6
How to Change Your Reinvestment Option 7
Payment of Dividends 7
Optional Cash Investments 7
Internet Privileges 8
Telephone Privileges 9
Purchase Dates 9
How Common Shares are Purchased for the Plan 10
Price of Common Shares Purchased Under the Plan 10
Number of Common Shares Purchased for Each Participant 11
Costs of Participation 11
How to Sell Common Shares Held in Your Account 11
Reports to Participants 12
Issuance of Certificates to Participants 12
Certificates Held by Participants May be Deposited into the Plan 13
Transfer of Common Shares Within the Plan 13
Effect of the Sale/Transfer of Common Shares Registered in Your Name 13
Stock Dividends, Stock Splits and Subscription Rights 14
Dividend and Voting Rights 14
How to Withdraw from the Plan 14
Death of a Participant 15
Modification and Termination of the Plan 15
Denial or Termination of Participation by Peoples 15
Fees Associated with Participation 15
Responsibility of Peoples and the Plan Administrator 16
Correspondence Regarding the Plan 17
U.S. Federal Income Tax Consequences 17
Use of Proceeds 18
Reports to Shareholders 19
Indemnification of Directors and Officers 19
Legal Matters 20
Experts 20
You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. We have not
authorized any other person to provide you with different information. Peoples
is not making an offer to sell our common shares in any jurisdiction in which
such offer is not permitted. You should not assume that the information in this
prospectus or in any prospectus supplement is accurate as of any date other than
the date of the document.
Unless the context requires otherwise, the terms "Peoples," "we," "our"
and "us" refer to Peoples Bancorp Inc.
PEOPLES BANCORP INC.
Peoples is a financial holding company organized in 1980, with origins
in the Mid-Ohio Valley dating back to 1902. At March 22, 2006, our wholly-owned
subsidiaries included Peoples Bank, National Association ("Peoples Bank"),
Peoples Investment Company, PEBO Capital Trust I and PEBO Capital Trust II.
Peoples Bank also owns Peoples Insurance Agency, Inc. ("Peoples Insurance"),
PBNA L.L.C. and Peoples Loan Services, Inc. Peoples Investment Company also owns
Peoples Capital Corporation.
Our primary business activities currently are confined to the financial
services industry and are conducted through Peoples Bank, our principal
operating subsidiary. Peoples Bank is a full service community bank that makes
available an array of financial products and services designed to satisfy its
customers' demands. Peoples Bank offers traditional banking products through 48
financial service locations and 34 automated teller machines ("ATMs") in Ohio,
West Virginia and Kentucky, as well as through banking by telephone and
Internet-based banking. Peoples Bank offers a full range of life, health,
property and casualty insurance products through Peoples Insurance. Peoples Bank
also makes available other financial services through its Peoples Financial
Advisors division, which provides customer-tailored services for fiduciary
needs, investment alternatives, financial planning, retirement plans and other
asset management needs. Brokerage services are offered exclusively through an
unaffiliated registered broker-dealer. Peoples Loan Services, Inc. is operated
by Peoples Bank as an asset management subsidiary.
Peoples Investment Company and Peoples Capital Corporation were formed
in 2001 to deploy investable funds and provide new investment opportunities. The
primary purpose of Peoples Investment Company is to manage a passive investment
portfolio and serve as the holding company for Peoples' capital management
subsidiaries. Peoples Capital Corporation manages an active investment portfolio
of assets that are either limited or restricted at the bank level.
Our principal executive office is located at 138 Putnam Street,
Marietta, Ohio 45750 and our telephone number is (740) 373-3155. Peoples'
Internet website address is www.peoplesbancorp.com.
Information on the Internet website of Peoples is not part of this
prospectus, and you should not rely on that information in making your
investment decision unless that information is also in this prospectus or has
been incorporated by reference into this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), under which we
file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). The public
may read and copy any of our periodic reports, current reports, proxy statements
and other information filed with the SEC at the SEC's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by contacting the SEC. Please call
the SEC at 1-800-SEC-0330 for information on the operation of the Public
Reference Room. Our SEC filings are also available to the public at the SEC's
Internet website at www.sec.gov and at our Internet website at
www.peoplesbancorp.com.
Peoples has filed a registration statement on Form S-3 to register with
the SEC under the Securities Act of 1933, as amended (the "Securities Act"), the
Peoples common shares to be offered for purchase by participants in the Plan.
This prospectus is part of that registration statement. This prospectus does not
contain all of the information set forth in the registration statement, some
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information, reference is hereby made to the registration
statement and all amendments and exhibits thereto.
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 you 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 and information in documents incorporated by
reference. 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,
2005;
o our Current Reports on Form 8-K filed with the SEC on January 3, 2006,
January 18, 2006, January 24, 2006, January 27, 2006 and February 9,
2006; and
o the description of our common shares contained in our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.
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
Exchange Act after the date of this prospectus and prior to the termination of
the offering of the common shares under the Plan.
We will provide any of the above documents (including any exhibits that
are specifically incorporated by reference in them) to each person, including
any beneficial owner, to whom a prospectus is delivered. You may request these
documents at no cost. Written or telephone requests should be directed to:
Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio
45750-0738, Attention: Charles R. Hunsaker, Esq., (740) 374-6109.
RISK FACTORS
The following are certain risks that management believes are specific
to Peoples' business. This should not be viewed as an all inclusive list or in
any particular order.
Changes in Interest Rates May Adversely Affect Peoples' Profitability.
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Peoples' earnings are dependent to a significant degree on net interest
income, which is the amount by which interest income exceeds interest expense.
Interest rates are highly sensitive to many factors that are beyond Peoples'
control, including general economic conditions and policies of various
governmental and regulatory agencies and, in particular, the Board of Governors
of the Federal Reserve System. Changes in monetary policy, including changes in
interest rates, could influence not only the interest Peoples receives on loans
and securities and the amount of interest it pays on deposits and borrowings,
but such changes could also affect (i) Peoples' ability to originate loans and
obtain deposits, (ii) the fair value of Peoples' financial assets and
liabilities, and (iii) the average duration of Peoples' mortgage-backed
securities portfolio. If the interest rates paid on deposits and other
borrowings increase at a faster rate than the interest rates received on loans
and other investments, Peoples' net interest income, and therefore earnings,
could be adversely affected. Earnings could also be adversely affected if the
interest rates received on loans and other investments fall more quickly than
the interest rates paid on deposits and other borrowings.
Management uses various measures to monitor interest rate risk and
believes it has implemented effective asset and liability management strategies
to reduce the potential effects of changes in interest rates on Peoples' results
of operations. Management also periodically adjusts the mix of assets and
liabilities to manage interest rate risk. However, any substantial, unexpected,
prolonged change in market interest rates could have a material adverse effect
on Peoples' financial condition and results of operations.
Peoples' Exposure to Credit Risk Could Adversely Affect Peoples' Earnings and
Financial Condition.
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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.
Commercial and commercial real estate loans comprise a significant
portion of Peoples' loan portfolio. Commercial loans generally are viewed as
having a higher credit risk than residential real 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. Since
Peoples' loan portfolio contains a significant number of commercial and
commercial real estate loans, the deterioration of one or a few of these loans
could cause a significant increase in non-performing loans, and ultimately could
have a material adverse effect on Peoples' earnings and financial condition.
Peoples' Allowance for Loan Losses May be Insufficient.
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Peoples maintains an allowance for loan losses in an attempt to provide
for probable loan losses based on management's quarterly analysis of the loan
portfolio. There can be no assurance on the timing or amount of actual loan
losses or that charge-offs in future periods will not exceed the allowance for
loan losses. In addition, federal and state regulators periodically review
Peoples' allowance for loan losses as part of their examination process and may
require management to increase the allowance or recognize further loan
charge-offs based on judgments different than those of management. Any increase
in the provision for loan losses would decrease Peoples' pretax and net income.
Adverse Economic Conditions May Adversely Impact Peoples' Results of Operations.
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Peoples' success depends primarily on the general economic conditions
in the specific local markets in which it operates. The local economies of
Peoples' 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 Peoples' market area, including the loss
of certain significant employers, could reduce Peoples' growth rate, affect its
borrowers' ability to repay their loans and generally affect Peoples' financial
condition and results of operations. Furthermore, a downturn in real estate
values in Peoples' market area could cause many of its loans to become
inadequately collateralized.
The Financial Services Industry is Very Competitive.
----------------------------------------------------
Peoples experiences significant competition in originating loans,
principally from other commercial banks, savings associations and credit unions.
Several of Peoples' competitors have greater resources, larger branch systems
and a wider array of banking services. This competition could reduce Peoples'
net income by decreasing the number and size of loans that it originates and the
interest rates it may charge on these loans. If Peoples is unable to compete
effectively, Peoples will lose market share and income from deposits, loans and
other products may be reduced.
Peoples' Ability to Pay Dividends is Limited.
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Peoples is a separate and distinct legal entity from its subsidiaries.
Peoples receives nearly all of its revenue from dividends from Peoples Bank,
which are limited by federal banking laws and regulations. These dividends also
serve as the primary source of funds to pay dividends on Peoples' common shares
and interest and principal on Peoples' debt. The inability of Peoples Bank to
pay sufficient dividends to Peoples could have a material, adverse effect on
Peoples' business. During 2006, only Peoples Bank's retained net profits of 2006
through the dividend date will be available for distribution to Peoples as
dividends without regulatory approval.
Government Regulation Significantly Affects Our Business.
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The banking industry is heavily regulated under both federal and state
law. Peoples is 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 Peoples'
shareholders. Peoples' 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 management
cannot predict the effect of those changes. Regulations and laws may be modified
at any time, and new legislation may be enacted that affects Peoples and its
subsidiaries. Any modifications or new laws could adversely affect Peoples'
business.
Peoples and its Subsidiaries are Subject to Examinations and Challenges by Tax
Authorities.
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In the normal course of business, Peoples and its subsidiaries are
routinely subject to examinations and challenges from federal and state tax
authorities regarding positions taken in their tax returns. State tax
authorities have become increasingly aggressive in challenging tax positions
taken by financial institutions, especially those positions relating to tax
compliance and calculation of taxes subject to apportionment. Any challenge or
examination by a tax authority may result in adjustments to the timing or amount
of taxable income or deductions or the allocation of income among tax
jurisdictions. While management believes it has taken appropriate positions on
the tax returns filed, any examination or challenge made that is resolved in our
favor could have a material adverse effect on Peoples' financial consolidation
and results of operation.
Peoples Bank is currently undergoing an examination by the Ohio
Department of Taxation of its 2002 Ohio Corporation Franchise Tax Reports.
Management has agreed to a one-year extension of the statute of limitations for
the 2002 year. However, the administrative process is not yet complete and
Peoples Bank has not received a notice of any proposed adjustment. Due to the
fact the Ohio Department of Taxation is in the early stages of its
administrative process, management cannot accurately make an estimate of
potential exposure, if any, although no assurance can be given that the ultimate
outcome of this examination will not have a material impact on Peoples'
financial condition and results of operation.
Anti-Takeover Provisions May Delay or Prevent an Acquisition or Change in
Control by a Third Party.
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Provisions in the Ohio General Corporation Law and Peoples' 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 Peoples' 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 Peoples' shareholders.
DIRECT REGISTRATION
Peoples is a participant in the Direct Registration System ("direct
registration"). Direct registration is a method of recording common shares in
book-entry form. Direct registration means that your common shares are
registered in your name, on the books of Peoples, without the need for physical
certificates and are held separately from any Plan common shares you may own.
Common shares held in direct registration have all the traditional rights and
privileges of common shares held in certificate form. With direct registration
you can:
o Eliminate the risk and cost of storing certificates in a secure place;
o Eliminate the cost associated with replacing lost, stolen or destroyed
certificates; and
o Move common shares electronically to your broker.
Any future transactions in common shares will be issued to direct
registration rather than as physical certificates unless you specify otherwise.
You may convert any certificate(s) for common shares you are currently holding
into direct registration by sending the certificate(s) to Shareowner Services
with a request to deposit them to your direct registration account. There is no
cost to you for this custodial service and by doing so, you will be relieved of
the responsibility for loss or theft of your certificate(s). Your certificate(s)
should not be endorsed, and we recommend sending your certificate(s) by
registered or certified mail, return receipt requested, and insuring them for at
least 3% of the then current market value.
You may choose to have a portion or all of your full direct
registration common shares delivered directly to your broker by contacting your
broker. When using your broker to facilitate a common share movement, please
provide your broker with a copy of your direct registration account statement.
DESCRIPTION OF THE PLAN
Purpose
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The Plan provides our shareholders with a convenient and economical
method of purchasing additional common shares. Shareholders may reinvest their
cash dividends in common shares without paying any brokerage commissions,
service charges or other expenses in connection with the purchase. The Plan also
permits our shareholders to make optional cash investments of $100 or more, up
to a maximum of $10,000 for each calendar month, for investment in common
shares. Common shares purchased under the Plan may be purchased from us in the
form of treasury shares or authorized but unissued common shares or purchased
for participants in the open market, at our option. We will use any funds
received from common shares purchased from us for general corporate purposes. We
will receive no proceeds from purchases on behalf of the Plan of common shares
in the open market.
Advantages to Participants
--------------------------
A participant in the Plan who authorizes reinvestment of dividends will
have automatically reinvested in common shares the designated percentage of the
cash dividends paid on the common shares held in his or her name and all of the
cash dividends on the common shares held in his or her account under the Plan.
There are no brokerage commissions or service charges payable by you in
connection with purchases under the Plan through the reinvestment of dividends.
Full reinvestment of dividends is possible because the Plan permits fractional
common shares to be credited to participants' accounts. In addition, cash
dividends paid on whole and fractional common shares credited to a participant's
account under the Plan are reinvested in the same manner.
See "REINVESTMENT OPTIONS" and "HOW TO CHANGE YOUR REINVESTMENT OPTION."
Participants in the Plan will have the opportunity to make optional
cash investments through the Plan of $100 or more, up to a maximum of $10,000
for each calendar month, to be invested in common shares. See "OPTIONAL CASH
INVESTMENTS."
Participants can avoid the inconvenience, risk and expense of
safekeeping certificates for the common shares credited to their accounts under
the Plan. Account statements are furnished to participants to provide simplified
recordkeeping. See "CERTIFICATES HELD BY PARTICIPANTS MAY BE DEPOSITED INTO THE
PLAN."
Administration
--------------
Shareowner Services, a division of Wells Fargo Bank, N.A. and the
registrar and transfer agent for our common shares, will administer the Plan,
keep records, send account statements to participants and perform other duties
relating to the Plan. It is anticipated that most of the common shares purchased
for participants under the Plan will be purchased from Peoples in the form of
treasury shares or authorized but unissued common shares. Common shares
purchased in the open market will be purchased by independent agents selected by
the Plan Administrator and the Plan Administrator will forward participants'
funds to such independent agents for open market purchases. We may not, nor may
any of our affiliates or the Plan Administrator, exercise any direct or indirect
control or influence over the times when, or the prices at which, these
independent agents may purchase common shares for the Plan, the amount of common
shares to be purchased, or the manner in which common shares are to be
purchased.
Eligibility
-----------
All of our record shareholders are eligible to participate in the Plan.
HOWEVER, REGULATIONS IN CERTAIN COUNTRIES MAY LIMIT OR PROHIBIT PARTICIPATION IN
THIS TYPE OF PLAN. ACCORDINGLY, PERSONS RESIDING OUTSIDE THE UNITED STATES WHO
WISH TO PARTICIPATE IN THE PLAN SHOULD FIRST DETERMINE WHETHER THEY ARE SUBJECT
TO ANY GOVERNMENTAL REGULATIONS PROHIBITING THEIR PARTICIPATION.
If you beneficially own common shares which are registered in the name
of a bank, broker, dealer or other nominee, in order to participate in the Plan,
you must become a shareholder of record by having some or all of your common
shares transferred into your name.
How to Enroll in the Plan
-------------------------
Shareholders currently enrolled in our dividend reinvestment plan will
continue to be enrolled in the Plan until they notify the Plan Administrator
that they wish to withdraw. If you are not already enrolled in our dividend
reinvestment plan, you may join the Plan by completing and signing an
Authorization for Automatic Dividend Reinvestment Plan form and returning it to
the Plan Administrator or by completing the online enrollment process (see
"INTERNET PRIVILEGES"). Once enrolled in the Plan, you will continue to be
enrolled without further action, unless you give notice to the Plan
Administrator that you wish to withdraw.
Reinvestment Options
--------------------
Eligible shareholders have the option to automatically reinvest all or
some of the cash dividends paid on the common shares registered in their names.
The percentage of reinvestment desired should be specified on your Authorization
for Automatic Dividend Reinvestment Plan form. Once you have selected the
percentage of cash dividends to be reinvested, that percentage will remain in
effect until you change your election. Therefore, any increase or decrease in
the number of common shares registered in your name will result in an increase
or decrease in the amount of cash dividends reinvested under the Plan, unless
your election is changed accordingly. The reinvestment option you elect will
apply to all of the Peoples common shares registered in your name -- whether
held in certificate form or in direct registration. All cash dividends paid on
all of the common shares credited to your account under the Plan will be
reinvested.
FULL DIVIDEND REINVESTMENT -- All cash dividends paid on common shares
held in physical certificate form or in direct registration registered in your
name on the records of Peoples and all cash dividends paid on all common shares
credited to your account under the Plan will be used to purchase additional
common shares. You will not receive cash dividends from us; instead, the
dividends will be reinvested.
PARTIAL DIVIDEND REINVESTMENT -- All cash dividends paid on a
percentage (chosen by you) of the common shares registered in your name -
whether held in certificate form or in direct registration - and all cash
dividends paid on all of the common shares credited to your account under the
Plan will be used to purchase additional common shares. You may elect
percentages from 10% to 90%, in increments of 10%. If you elect partial dividend
reinvestment, the cash dividends paid on those common shares not subject to
dividend reinvestment, will be paid to you either by check from Peoples or by
direct deposit to your financial institution, when the dividends are declared
and paid.
PAYMENT OF CASH DIVIDENDS -- All cash dividends paid on common shares
held in physical certificate form or in direct registration registered in your
name on the records of Peoples will be paid to you either by check from Peoples
or by direct deposit to your financial institution, when dividends are declared
and paid. All cash dividends paid on all of the common shares credited to your
account under the Plan will be used to purchase additional common shares under
the Plan.
DIRECT DEPOSIT OF DIVIDENDS -- You can have your cash dividends not
being reinvested transferred directly to your financial institution for deposit.
For electronic direct deposit of cash dividends, you should contact the Plan
Administrator to request a Direct Deposit of Dividends Authorization form,
complete the form, and return the form to the Plan Administrator. Be sure to
include a voided blank check for a checking account or a voided blank savings
deposit slip for a savings account. If your common shares are jointly owned, all
owners must sign the form.
How to Change Your Reinvestment Option
--------------------------------------
You may change your reinvestment option at any time by going online
(see "INTERNET PRIVILEGES"), calling the Plan Administrator (see "Telephone
Privileges") or sending written notice to the Plan Administrator by mail or by
fax (see "CORRESPONDENCE REGARDING THE PLAN"). Notices received on or before a
dividend record date will be effective for that cash dividend. Notices received
after a dividend record date will not be effective until after that cash
dividend has been paid.
Payment of Dividends
--------------------
Historically, Peoples has paid dividends on the first business day of
January, April, July and October to shareholders of record on the 15th day of
the immediately preceding month. The dividend record date and the dividend
payment date may change in the future. If your Authorization for Automatic
Dividend Reinvestment Plan form is received by the Plan Administrator prior to a
dividend record date, the reinvestment of your cash dividends will begin with
the payment of that dividend. If your Authorization for Automatic Dividend
Reinvestment Plan form is received after the dividend record date, that dividend
will be paid to you in cash and your next dividend payment will be reinvested
under the Plan.
The payment of dividends on Peoples common shares is at the discretion
of our Board of Directors. There is no guarantee that Peoples will pay dividends
in the future. The timing and amount of future dividends, if any, will depend
upon our earnings, cash requirements, the financial condition of Peoples and our
subsidiaries, applicable government regulations and such other factors as our
Board of Directors may deem relevant.
Optional Cash Investments
-------------------------
Participants may invest in common shares under the Plan by making
optional cash investments (the "Optional Cash Investments"). The minimum
Optional Cash Investment is $100, and a participant's Optional Cash Investments
may not exceed $10,000 per calendar month.
As in the case of purchases of common shares made through the
reinvestment of cash dividends, participants will not incur any brokerage
commissions in connection with common shares purchased with Optional Cash
Investments. However, there is a service charge of $3.00 for each Optional Cash
Investment made by check and a service charge of $1.00 for each Optional Cash
Investment made by an automatic monthly withdrawal request. See "FEES ASSOCIATED
WITH PARTICIPATION." Participants in the Plan have no obligation to make
Optional Cash Investments, and may cease or resume making Optional Cash
Investments at any time, subject to the terms of the Plan.
CHECK. You may make an initial Optional Cash Investment by enclosing a
check with the Authorization for Automatic Dividend Reinvestment Plan form when
enrolling. Thereafter, Optional Cash Investments may be made by forwarding a
check to the Plan Administrator together with a Transaction Request form. All
checks for Optional Cash Investments must be made payable to "Shareowner
Services" in United States funds drawn on a United States financial institution.
The Plan Administrator must receive your payment at least one business day prior
to a purchase date. See "Purchase Dates." Otherwise, the Optional Cash
Investments will be held by the Plan Administrator and invested on the next
purchase date.
AUTOMATIC MONTHLY WITHDRAWALS. You may also make Optional Cash
Investments by automatic monthly withdrawals from a designated United States
checking or savings account at a qualified financial institution. Your account
will be debited on the 25th day of each month or, if that day is not a business
day, the next business day after will be the date your account is debited. The
funds will be invested on the next purchase date occurring after the date your
checking or savings account is debited. To authorize automatic monthly
withdrawals, complete the Automatic Monthly Withdrawal and Optional Cash
Investment form included on the reverse side of the Authorization for Automatic
Dividend Reinvestment Plan form and return it to the Plan Administrator with a
voided blank check for a checking account or a voided blank deposit slip for a
savings account. If you have established automated privileges, you may also
authorize automatic monthly withdrawals online. You can change the amount of
your monthly withdrawal or stop your monthly withdrawal altogether by completing
a Transaction Request form included on your account statement (the "Transaction
Request form") and returning it to the Plan Administrator or, if you have
established automated privileges, by going online or by contacting the Plan
Administrator by phone. A change or termination request must be received by the
Plan Administrator at least 15 business days prior to a purchase date for the
change to be effective for that purchase date.
Please see "PURCHASE DATES" for a discussion of purchase dates.
You should transmit Optional Cash Investment checks so as to reach the
Plan Administrator shortly before a purchase date. DO NOT SEND CASH. You may
obtain the return of any Optional Cash Investment upon request received by the
Plan Administrator on or before the second business day prior to the purchase
date on which it is to be invested.
No interest is paid on your Optional Cash Investments pending the
purchase of common shares. If any Optional Cash Investment - whether by check or
automatic monthly withdrawal - is returned for any reason, the Plan
Administrator will remove from your account any common shares purchased upon
prior credit of such funds, and will sell these common shares. The Plan
Administrator may sell other common shares in the account to cover a returned
funds fee for each Optional Cash Investment returned unpaid for any reason and
may sell additional common shares as necessary to cover any market loss incurred
by the Plan Administrator.
During the period that an Optional Cash Investment is pending, the
collected funds in the possession of the Plan Administrator may be invested in
certain Permitted Investments. For purposes of the Plan, "Permitted Investments"
will mean any money market mutual funds registered under the Investment Company
Act of 1940, as amended (including those of an affiliate of the Plan
Administrator or for which the Plan Administrator or any of its affiliates
provides management, advisory or other services) consisting entirely of (i)
direct obligations of the United States of America; or (ii) obligations fully
guaranteed by the United States of America. The risk of any loss from such
Permitted Investments will be the responsibility of the Plan Administrator.
Investment income from such Permitted Investments will be retained by the Plan
Administrator.
Internet Privileges
-------------------
You may access your shareholder account information, enroll in the
Plan, and perform certain transactions via the Internet. For shareholders of
record, to activate your account online and establish your personal
identification number (PIN), you will need your 10-digit account number (which
is listed on your dividend check or your Plan account statement), your social
security or tax identification number, your e-mail address, and the name of the
corporation whose common shares you own -- i.e., Peoples Bancorp Inc.
To activate your account online, go to www.shareowneronline.com and
click "FIRST TIME VISITOR SIGN UP." Then, simply follow the instructions found
on the "FIRST TIME VISITOR NEW MEMBER REGISTRATION" page. Once you have
successfully activated your account online, you will receive an e-mail notifying
you that your account information is available, usually the next business day.
Once you have activated your account online, you can also perform the
following transactions online:
o enroll in the Plan or change your dividend reinvestment option (for
example, from full to partial reinvestment);
o authorize, change the amount of or stop automatic monthly withdrawals;
o sell some or all of the common shares credited to your account under
the Plan if the then current market value of the common shares to be
sold is $25,000 or less (if the market value of the common shares to
be sold is greater than $25,000, the request must be submitted to the
Plan Administrator in writing); or
o terminate your participation in the Plan.
Certain restrictions may apply. If you have any questions concerning
your Internet privileges, please contact the Plan Administrator.
Telephone Privileges
--------------------
If you have established automated privileges for your account, you can
perform the following transactions by calling the Plan Administrator:
o sell some or all of the common shares credited to your account under
the Plan if the then current market value of the common shares to be
sold is $25,000 or less (if the market value of the common shares to
be sold is greater than $25,000, the request must be submitted to the
Plan Administrator in writing);
o change your dividend reinvestment option (for example, from full to
partial reinvestment);
o change the amount of or stop automatic monthly withdrawals;
o request a physical certificate for some or all of the whole common
shares credited to your account under the Plan, but only if the then
current market value of the common shares for which a certificate is
to be issued is $50,000 or less (if the market value of the common
shares for which a certificate is to be issued is greater than
$50,000, the request must be submitted to the Plan Administrator in
writing); or
o terminate your participation in the Plan.
To establish automated privileges, please contact the Plan
Administrator and request an Automated Request Authorization form.
Purchase Dates
--------------
DIVIDEND REINVESTMENT. Common shares purchased from us will be
purchased with reinvested dividends as of the date our quarterly dividend is
payable. If common shares are purchased in the open market, the independent
agent used by the Plan Administrator for the Plan will begin making purchases of
common shares for participants on each applicable quarterly dividend payment
date. The independent agent will purchase common shares as soon as practicable,
and in no event more than five business days, after the applicable purchase
date. If a dividend payment date falls on a date when there is no trading, the
purchase date will be the next trading date. If common shares are not purchased
within 30 days after a dividend payment date, the Plan Administrator will mail
you a check in the amount of your unapplied cash dividends, without interest.
OPTIONAL CASH INVESTMENTS. Common shares are purchased with Optional
Cash Investments on (i) the first business day of each month or, if the NASDAQ
National Market is not open on the first business day of a particular month, the
next business day the NASDAQ National Market is open, or (ii) in any month in
which a cash dividend is paid, the quarterly dividend payment date or, if NASDAQ
National Market is not open on the quarterly dividend payment date, the next
business day the NASDAQ National Market is open. If common shares are purchased
on the open market, the independent agent used by the Plan Administrator for the
Plan will begin making purchases for participants on the applicable purchase
date. The independent agent will purchase common shares as soon as practicable,
and in no event more than five business days, after the applicable purchase
date. If common shares are not purchased within 30 days after receipt of any
Optional Cash Investments, the Plan Administrator will mail you a check in the
amount of your unapplied Optional Cash Investments, without interest.
Common shares are purchased and sold for the Plan on specified dates or
during specified periods. As a result, you do not have any control over the
price at which common shares are purchased or sold for your account, and you may
pay a higher purchase price or receive a lower sales price than if you had
purchased or sold the common shares outside the Plan. You bear the risk of
fluctuations in the price of Peoples common shares. No interest is paid on funds
held by the Plan Administrator pending investment. All Optional Cash Investments
are subject to collection by the Plan Administrator of the full value in United
States funds.
How Common Shares are Purchased for the Plan
--------------------------------------------
As and when dividends are paid on our common shares, we will promptly
make available to the Plan Administrator your designated percentage (if any) of
the cash dividends payable on your common shares held of record - whether held
in certificate form or in direct registration - and all of the cash dividends
payable on the common shares credited to your account under the Plan, in each
case subject to any applicable tax withholding requirements.
On each purchase date, we will make common shares available for
purchase under the Plan from authorized but unissued common shares or treasury
shares. Alternatively, we may choose, in our sole discretion, to have common
shares purchased for participants in the Plan in the open market. We may not
change our determination as to the source of the common shares to be purchased
under the Plan (i.e., from us or in the open market) more than once in any
three-month period.
If at any time we decide not to make common shares available for
purchase from us by the Plan and the Plan Administrator is unable to purchase
common shares in the open market (by reason of the operation of applicable laws,
the closing of the securities markets or any other temporary curtailment or
suspension of open market purchases), we will not have any liability to you
arising out of the inability to make purchases at such time. In any case, if
common shares are not purchased within 30 days after a dividend payment date or
receipt of an Optional Cash Investment, as appropriate, the Plan Administrator
will mail you a check in the amount of your unapplied cash dividends or your
unapplied Optional Cash Investment, without interest.
Price of Common Shares Purchased Under the Plan
-----------------------------------------------
The price of all common shares purchased with reinvested cash dividends
and Optional Cash Investments, whether purchased from us or purchased for
participants in the Plan in the open market, will be based on the price of the
common shares reported on the NASDAQ National Market. The price of common shares
purchased from us will be the average of the closing sales prices reported on
the NASDAQ National Market on the five business days immediately preceding the
applicable purchase date for which such prices have been reported. The price of
common shares purchased for participants in the Plan in the open market will be
the weighted average purchase price of all common shares purchased for that
purchase date.
The Plan Administrator may commingle your funds with those of other
participants for purposes of forwarding purchase orders to the independent
agent. Also, the Plan Administrator may offset purchase and sale orders for the
same purchase date, forwarding to the independent agent the net purchase or sale
requirement. Because the prices at which common shares are purchased under the
Plan are beyond your control, you may lose any advantage otherwise available
from being able to select the timing of your investment.
Number of Common Shares Purchased for Each Participant
------------------------------------------------------
Common shares purchased with reinvested cash dividends and Optional
Cash Investments will be allocated by the Plan Administrator among the accounts
of all participants in the Plan. The number of common shares that will be
allocated to your account under the Plan following any purchase date will depend
on the amount of your cash dividends and/or Optional Cash Investments available
for investment on such date and the purchase price for the common shares. Your
account will be credited with the number of common shares (including any
fractional common share computed to three decimal places) that results from
dividing the total cash dividends and/or Optional Cash Investments to be
invested by the applicable purchase price.
Costs of Participation
----------------------
We will pay most costs of administering the Plan. You will incur no
brokerage commissions for purchases made through the Plan. In addition, you will
incur no service charges for purchases made through the reinvestment of cash
dividends. However, you will be charged a fee of $3.00 for each Optional Cash
Investment made by check and a fee of $1.00 for each Optional Cash Investment
made by an automatic monthly withdrawal request. See "FEES ASSOCIATED WITH
PARTICIPATION." If you request that the common shares credited to your account
under the Plan be sold on the open market, you must pay all applicable brokerage
commissions and service charges related to the sale transaction. See "FEES
ASSOCIATED WITH PARTICIPATION."
How to Sell Common Shares Held in Your Account
----------------------------------------------
You may request that any or all of the common shares credited to your
account under the Plan be sold by submitting the appropriate information on a
Transaction Request form or by submitting a written request to the Plan
Administrator. If the current market value of the common shares you want to sell
is $25,000 or less, and you have previously established automated privileges,
you can sell the common shares online (see "INTERNET PRIVILEGES") or by
contacting the Plan Administrator by phone (see "TELEPHONE PRIVILEGES").
o The Plan Administrator may match or offset your sale order against one
or more purchase orders of other Plan participants. If your sale order
is offset against purchase orders, your sale proceeds are based on the
weighted average price at which the net purchase order is filled.
o If the Plan Administrator does not offset your order, the independent
agent used by the Plan Administrator for the Plan executes the order
on your behalf in the open market or in a negotiated transaction. The
independent agent may sell Plan common shares to Peoples. If the
independent agent executes your order in the open market or in a
negotiated transaction, the proceeds are based on the weighted average
price at which the common shares are sold.
After settlement of the sale, the Plan Administrator will send you a
check for the proceeds of the sale, net of brokerage commissions and service
charges charged by the Plan Administrator or if you choose, you may have your
proceeds, minus brokerage commissions and service charges, directly deposited to
your financial institution account. See "FEES ASSOCIATED WITH PARTICIPATION."
If you submit a Transaction Request form to sell all or part of the
common shares credited to your account under the Plan, and you request the net
proceeds to be automatically deposited to a checking or savings account at your
financial institution, you must provide a voided blank check for a checking
account or a voided blank savings deposit slip for a savings account. If you are
unable to provide a voided check or deposit slip, your signature on the
Transaction Request form must be medallion guaranteed by an eligible guarantor
institution. Requests for automatic deposit of sale proceeds that do not provide
the required documentation will not be honored and a check for the net proceeds
will be issued to you.
Selling participants should be aware that the price of Peoples common
shares may fall or rise during the period between your submitting a request for
sale, its receipt by the Plan Administrator, and the ultimate sale. You should
evaluate these possibilities while deciding whether and when to sell any common
shares credited to your account under the Plan. The Price Risk Will be Borne
Solely by You. You Cannot Revoke Your Request Once It is Made.
The Plan Administrator will make every effort to process your sale
order on the business day next following receipt of your properly completed
request (sale requests involving multiple transactions may experience a delay).
The Plan Administrator will not be liable for any claim arising out of failure
to sell common shares on a certain date or at a specific price. THIS RISK SHOULD
BE EVALUATED BY YOU AND IS A RISK THAT IS BORNE SOLELY BY YOU.
Reports to Participants
-----------------------
After each purchase of common shares for your account under the Plan,
the Plan Administrator will mail you an account statement showing the amount of
cash dividends and/or Optional Cash Investments invested, the purchase price and
the number of common shares purchased, the amount of any service charges related
to the purchase and comparable information for the year to date. After each sale
of common shares for your account under the Plan, the Plan Administrator will
mail you a statement showing the number of common shares sold, the sale price,
the amount of any brokerage commissions and service charges related to the sale,
and comparable information for the year to date. THESE STATEMENTS ARE YOUR
RECORD OF THE COSTS OF THE PURCHASES AND THE COSTS AND NET PROCEEDS OF THE SALES
OF COMMON SHARES MADE FOR YOUR ACCOUNT UNDER THE PLAN AND SHOULD BE RETAINED FOR
INCOME TAX PURPOSES. The Plan Administrator will also send you an account
statement after any transfer or withdrawal of common shares from the Plan. The
Plan Administrator may impose a fee if it is required to supply prior year
duplicate statements.
In addition, you will receive the most current prospectus for the Plan
and all communications sent to our shareholders, including our quarterly reports
and annual reports to shareholders, notices of meetings of shareholders, proxy
statements and Internal Revenue Service information for reporting dividend
income.
Issuance of Certificates to Participants
----------------------------------------
The number of common shares credited to your account under the Plan
will be shown on your account statement. Common shares purchased under the Plan
for your account will be registered in the name of the Plan Administrator or one
of its nominees. Physical certificates for such common shares will not be issued
to you unless requested. This custodial service will help protect you against
the risk of loss, theft or destruction of the certificates.
Certificates for any number of whole common shares credited to your
account under the Plan will be issued at any time upon your request to the Plan
Administrator. Any remaining whole and fractional common shares will continue to
be credited to your account under the Plan. Certificates for fractional common
shares will not be issued under any circumstances. You will receive a cash
payment in lieu of any fractional common share credited to your account if you
withdraw from the Plan. Your account under the Plan will be maintained in the
name in which your common shares were registered at the time you enrolled in the
Plan. Certificates issued at your request will be similarly registered, and
dividends paid on common shares represented by such certificates will continue
to be reinvested in accordance with your reinvestment election under the Plan.
Common shares credited to your account under the Plan may not be
pledged. If you wish to pledge your common shares, you must request that a
certificate for the common shares be issued in your name.
Certificates Held by Participants May Be Deposited into the Plan
----------------------------------------------------------------
You may deposit common shares presently registered in your name (and
evidenced by physical certificates) into the Plan. Depositing common shares into
the Plan will enable you to receive one account statement showing your total
ownership of common shares and eliminate any expense or inconvenience related to
safekeeping your common shares in physical certificate form. In order to deposit
common shares into the Plan, you must send your certificate(s) to the Plan
Administrator with a properly completed Authorization for Automatic Dividend
Reinvestment Plan form or Transaction Request form. Common shares represented by
certificates deposited with the Plan Administrator are credited to your account
and thereafter are treated as if acquired under the Plan. All cash dividends
paid on these common shares will be used to purchase additional common shares
under the Plan. You are responsible for maintaining your own records of the cost
basis of certificated common shares deposited with the Plan Administrator. If
your common shares are registered in street or other nominee name, you may be
able to electronically transfer these common shares from your existing account
to an account under the Plan.
Because you bear the risk of loss when sending certificates through the
mail, we strongly suggest that you send them by registered or certified mail,
return receipt requested, and insure them for at least 3% of the then current
market value. Please do not endorse the certificates.
Transfer of Common Shares Within the Plan
-----------------------------------------
You can transfer the common shares held in your account under the Plan
to a Plan account of another person, subject to compliance with any applicable
laws. If the person to whom the common shares are gifted or transferred is not a
participant in the Plan, the Plan Administrator will automatically open an
account for the person and enroll him or her in the Plan. To do this, simply
execute an Irrevocable Stock Power form and return it to the Plan Administrator.
Requests for transfer are subject to the same requirements as for the transfer
of common shares evidenced by physical certificates, including the requirement
that your signature be medallion guaranteed by an eligible guarantor
institution. Irrevocable Stock Power forms are available upon request from the
Plan Administrator.
Common shares transferred by you to another person will continue to be
held by the Plan Administrator under the Plan. If the transferee is not already
a participant in the Plan, you may make a reinvestment election for the
transferee at the time of the transfer. If no reinvestment election is made, all
dividends on common shares transferred to the transferee's account under the
Plan will be reinvested under the terms of the Plan.
Each transferee will receive a statement showing the number of common
shares transferred to, and held in, the transferee's account under the Plan.
If you request to transfer all of the common shares in your account
under the Plan between a dividend record date and a dividend payment date, your
transfer request will be processed; however, your participation in the Plan will
not be terminated. You may receive additional dividend reinvestment common
shares which will require you to submit a written request to transfer the
additional common shares.
Effect of the Sale/Transfer of Common Shares Registered in Your Name
--------------------------------------------------------------------
If you sell or transfer all of the common shares registered in your
name (whether held in certificate form or in direct registration), dividends on
the common shares credited to your account under the Plan will continue to be
reinvested, until you notify the Plan Administrator that you wish to withdraw
from the Plan. However, if you then hold less than one whole common share in the
Plan, your participation in the Plan may be automatically terminated and the
Plan Administrator will make a cash payment to you for the remaining fractional
common share based on the then current market price.
Stock Dividends, Stock Splits and Subscription Rights
-----------------------------------------------------
Any stock dividends or stock splits (including fractional common
shares) distributed on common shares credited to your account under the Plan
will be added to your account. Stock dividends or stock splits issued with
respect to your certificated or direct registration common shares are handled in
the same manner as for shareholders who are not participating in the Plan. The
aggregate number of common shares offered under the Plan, and indicated on the
cover page of this prospectus, will not be adjusted to reflect stock dividends
or stock splits. Cash dividends paid on the common shares issued as stock
dividends or stock splits are processed in accordance with your dividend
reinvestment option then in effect.
If we make available to our shareholders rights to subscribe to
additional common shares, debentures or other securities, the whole common
shares held for you under the Plan will be added to the other common shares held
by you in calculating the number of rights to be offered to you.
If you send a notice of termination or a request to sell to the Plan
Administrator between the record date and the payable date for a stock
distribution, the request will not be processed until the stock distribution is
credited to your account under the Plan.
Dividend and Voting Rights
--------------------------
Dividend and voting rights related to common shares purchased under the
Plan commence upon settlement of the transaction, which normally is three
business days after purchase. Common shares purchased on or within two business
days prior to a dividend record date are considered "ex-dividend" and therefore
not entitled to payment of that dividend.
You will direct how the common shares held in your account under the
Plan are voted. For each meeting of our shareholders, you will receive a proxy
card which will enable you to vote all of the common shares registered in your
own name and all of the common shares credited to your account under the Plan
(including fractional common shares calculated to three decimal places) as of
the record date for the meeting. Common shares held under the Plan may also be
voted in person at the meeting in the same manner as common shares registered in
your own name.
How to Withdraw from the Plan
-----------------------------
You may terminate your participation in the Plan at any time by
completing and returning a Transaction Request form or by sending a written
request to the Plan Administrator that includes the name of the plan - Peoples
Bancorp Inc. Dividend Reinvestment and Stock Purchase Plan - and your account
number. If you have previously established automated privileges, you can
terminate your participation in the Plan by contacting the Plan Administrator by
telephone or via the Internet. If you have authorized automatic monthly
withdrawals, the Plan Administrator must receive your request at least 15
business days before the next scheduled purchase date to ensure that the request
is effective for that purchase date. If your request to withdraw from the Plan
is received on or after a dividend record date, but before the dividend payment
date, your withdrawal will be processed as soon as practicable, and a separate
dividend check will be mailed to you. Future dividends will be paid in cash,
unless you re-enroll in the Plan.
Upon termination of your participation in the Plan, unless you request
on a Transaction Request form that some or all of the common shares credited to
your account under the Plan be sold, the Plan Administrator will convert the
full common shares credited to your account into direct registration and issue
you a check, minus brokerage commissions and service charges, for any fractional
common shares. If you request on the Transaction Request form, the independent
agent used by the Plan Administrator for the Plan will sell some or all of the
common shares credited to your account under the Plan on your behalf. After
settlement of the sale, the Plan Administrator will send you a check in the
amount of the net proceeds of the sale (plus the market value of any fractional
common shares) and convert any whole common shares not sold into direct
registration.
When submitting written instructions to the Plan Administrator, all
registered owners must sign as their name(s) appear on their account.
After termination, you can re-enroll in the Plan online or by
submitting a new Authorization for Automatic Dividend Reinvestment Plan form and
complying with all other enrollment procedures. To minimize unnecessary Plan
administrative costs and to encourage use of the Plan as a long-term investment
vehicle, Peoples reserves the right to deny participation in the Plan to
previous participants who Peoples or the Plan Administrator believes have been
excessive in their enrollment and termination.
Death of a Participant
----------------------
If you die, your account under the Plan will continue and dividends and
automatic monthly withdrawals you have authorized will continue to be reinvested
until the Plan Administrator receives instructions from a duly authorized
representative of your estate. In addition, if the Plan Administrator is
notified by your financial institution that your checking or savings account has
been closed or that no more automatic withdrawals should occur, the automatic
monthly withdrawals from your account will be discontinued. Please contact the
Plan Administrator for additional information and assistance.
Modification and Termination of the Plan
----------------------------------------
We reserve the right to modify, suspend or terminate the Plan at any
time. You will receive notice of any such action. Any such modification,
suspension or termination will not affect any previously executed transactions.
We also reserve the right to adopt, and from time to time change, such
administrative rules and regulations as may be desirable or appropriate for the
administration of the Plan.
Denial or Termination of Participation by Peoples
-------------------------------------------------
The Plan Administrator may terminate your participation in the Plan if
you do not own at least one full common share in your name or held through the
Plan. Peoples also reserves the right to deny, modify, suspend or terminate
participation in the Plan by otherwise eligible persons to the extent Peoples
deems it advisable or necessary in its discretion to comply with applicable laws
or to eliminate practices that are not consistent with the purposes of the Plan.
If your participation in the Plan is terminated, you will have all whole common
shares converted to direct registration and receive a cash payment, less any
applicable brokerage commissions and service charges, for any fractional common
shares, credited to your account as of the date of termination.
Fees Associated with Participation
Issuance of Certificate(s) Paid by Peoples
Deposit of Certificate(s) Paid by Peoples
Gift or Other Transfer of Common Shares Within the Plan Paid by Peoples
Dividend Reinvestment Fees
o Service charge Paid by Peoples
o Brokerage commission, if any, related to purchase Paid by Peoples
Optional Cash Investment Fees
o Service charge
- By check $3.00 per check
- By automatic monthly withdrawal $1.00 per request
o Brokerage commission, if any, related to purchase Paid by Peoples
Sale Fees
o Service charge $15.00 per transaction
o Brokerage commission related to sale $0.10 per share
Returned Checks and Rejected Automatic Withdrawals $25.00 per item
Prior Year Duplicate Statements $15.00 per year
We can change the fee structure for the Plan at any time. We will give
you notice of any fee changes prior to the changes becoming effective.
For sale transactions, service charges and brokerage commissions are
deducted from the sale proceeds.
Responsibility of Peoples and the Plan Administrator
----------------------------------------------------
In administering the Plan, none of Peoples, the Plan Administrator or
any broker/dealer selected by the Plan Administrator to execute purchases and
sales on behalf of Plan participants will be liable for any good faith act or
good faith omission to act, including but not limited to any claim of liability
(i) arising out of the failure to terminate a participant's account upon such
participant's death prior to receipt of a notice in writing of such death from a
duly authorized representative of the estate, (ii) with respect to the prices or
times at which common shares are purchased or sold, or (iii) as to the value of
the common shares acquired for participants.
The Plan Administrator is acting solely as the agent of Peoples and
owes no duties, fiduciary or otherwise, to any other person by reason of the
Plan, and no implied duties, fiduciary or otherwise, will be read into the
status of the Plan Administrator under the Plan.
The Plan Administrator undertakes to perform such duties and only such
duties as are expressly described in this prospectus to be performed by it, and
no implied covenants or obligations will be read into the Plan against the Plan
Administrator or Peoples.
In the absence of negligence or willful misconduct on its part, the
Plan Administrator, whether acting directly or through agents or attorneys, will
not be liable for any action taken, suffered or omitted, or for any error of
judgment made by it, in the performance of its duties under the Plan. In no
event will the Plan Administrator be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profit), even if the Plan Administrator has been advised of the
likelihood of such loss or damage and regardless of the form of action.
The Plan Administrator will not be required to make and will make no
representations and have no responsibilities as to the validity, accuracy, value
or genuineness of any signatures or endorsements, other than its own. In
addition, the Plan Administrator will not be obligated to take any legal action
under the Plan that might, in its judgment, involve any expense or liability,
unless it has been furnished with reasonable indemnity.
The Plan Administrator will not be responsible or liable for any
failure or delay in the performance of its obligations under the Plan arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, computer (hardware or software) or
communications services; accidents; labor disputes; acts of civil or military
authority or governmental actions; it being understood that the Plan
Administrator will use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.
The Plan Administrator is authorized to choose a registered
broker/dealer, including a broker/dealer affiliated with the Plan Administrator,
at its sole discretion to facilitate purchases and sales of common shares by
Plan participants. The Plan Administrator will furnish the name of the
registered broker/dealer, including any affiliated broker/dealer, utilized in
common share transactions within a reasonable time upon written request from a
Plan participant.
All transactions in connection with the Plan will be governed by the
laws of the State of Ohio.
We cannot assure you of a profit or protect you against a loss on
common shares purchased under the Plan.
Correspondence Regarding the Plan
---------------------------------
Correspondence regarding the Plan should be directed as follows:
Transactional requests, informational requests and other
general correspondence should be mailed to:
Shareowner Services
P.O. Box 64856
St. Paul, MN 55164-0856
Certificates to be deposited in the Plan and correspondence by
certified or overnight mail should be sent to:
Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139
General information and automated requests (i.e., telephone privileges)
should be directed to:
Telephone: 1-800-468-9716
Telephone: 651-450-4064 (outside the United States)
An automated voice response system is available 24 hours a
day, 7 days a week. Customer Service Representatives are
available from 7:00 a.m. to 7:00 p.m.,
Central Time, Monday through Friday.
Fax: 651-450-4085
Internet correspondence and transactions:
General Inquiries: www.wellsfargo.com/shareownerservices
Individual Plan Account Information: www.shareowneronline.com
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of some of the principal U.S. federal
income tax considerations applicable as of the date of this prospectus to
participation in the Plan.
In general, participants in the Plan will have the same U.S. federal
income tax consequences with respect to dividends as shareholders not
participating in the Plan. You will be treated for U.S. federal income tax
purposes as having received on each dividend payment date with respect to common
shares held for you, a dividend equal to the full amount of the cash dividends
payable on both the common shares registered in your own name and the common
shares held through the Plan, even though the amount of dividends reinvested is
not actually received in cash but is instead applied to the purchase of common
shares for your account under the Plan. In addition, the Internal Revenue
Service has ruled that the amount of brokerage commissions paid by us on your
behalf (where Plan common shares are purchased on the open market) is to be
treated as a distribution to you which is subject to income tax in the same
manner as dividends. The sum of those amounts becomes your cost basis for those
common shares.
Each participant who makes an Optional Cash Investment under the Plan
will not be treated for federal income tax purposes as having received income by
virtue of the purchase of the common shares with the Optional Cash Investment.
Your Optional Cash Investment will be made on an "after-tax" basis; therefore,
the amount of any such investment will not be deducted or excluded from your
compensation or other income otherwise paid by Peoples. Your cost basis in any
common shares purchased with Optional Cash Investments will be the cost of such
common shares, including any brokerage commissions paid by Peoples on your
behalf.
Your account statement under the Plan will show the price per share to
you of common shares purchased with reinvested dividends and/or Optional Cash
Investments. That price, which will include the brokerage commissions paid by us
on your behalf on purchase under the Plan of our common shares, is the federal
income tax cost basis to you of common shares acquired under the Plan. Your
account statement will also show the date on which the common shares purchased
under the Plan were credited to your account. Your holding period for common
shares purchased under the Plan generally will begin on the date following the
date on which those common shares are credited to your Plan account.
Information forms (Forms 1099-DIV) will be mailed to Plan participants
each year and will set forth the taxable dividends and brokerage commissions
reportable for U.S. federal income tax purposes. These dividends and brokerage
commissions must be reported on your federal income tax return.
Reinvested dividends are not subject to withholding unless (i) you fail
to give your social security or tax identification number to us, (ii) the
Internal Revenue Service notifies us that you are subject to tax withholding or
(iii) you fail to certify, under penalties of perjury, that you are not subject
to backup withholding if such certification is required. If you are a
shareholder whose dividends are subject to tax withholding, we will apply toward
the purchase of common shares under the Plan an amount equal to the dividends
being reinvested less the amount of tax required to be withheld. Your account
statement under the Plan will indicate the amount of tax withheld.
You will not recognize any taxable income upon receipt of a certificate
for whole common shares credited to your account under the Plan, whether upon
request for such a certificate, upon termination of your participation in the
Plan or upon termination of the Plan. In addition, you will not recognize any
taxable income upon conversion of whole common shares credited to your account
under the Plan into direct registration. However, you may recognize a gain or
loss upon receipt of a cash payment for whole common shares or a fractional
common share credited to your account under the Plan when that account is
terminated by you, when common shares credited to your account under the Plan
are sold or when the Plan is terminated. A gain or loss may also be recognized
upon your disposition of the common shares received from the Plan. The amount of
any such gain or loss will be the difference between the amount received for the
whole or fractional common shares and the cost basis of the common shares.
Generally, gain or loss recognized on the disposition of common shares acquired
under the Plan will be treated for U.S. federal income tax purposes as a capital
gain or loss and will be long-term capital gain or loss if, as of the date of
such disposition, the holding period with respect to the common shares sold
exceeds one year.
The discussion above is based on the Internal Revenue Code of 1986, as
amended, United States Treasury Regulations, administrative rulings and court
decisions, as in effect on the date of this prospectus, all of which are subject
to change at any time, possibly with retroactive effect. This summary is not a
complete description of all of the tax consequences of your participation in the
Plan. For example, it does not address any state, local or foreign tax
consequences of your participation in the Plan.
You should consult your personal tax advisor with specific reference to
your own tax situation and potential changes in the applicable law as to all
federal, state, local, foreign and other tax matters in connection with the
reinvestment of dividends and purchases of common shares under the Plan, your
cost basis and holding period for common shares acquired under the Plan, the
potential application of the "wash sale" rules and the character, amount and tax
treatment of any gain or loss realized on the disposition of common shares.
ANY FEDERAL TAX ADVICE CONTAINED IN THE FOREGOING IS NOT INTENDED OR
WRITTEN BY THE PREPARER OF SUCH ADVICE TO BE USED, AND IT CANNOT BE USED BY THE
RECIPIENT, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE
RECIPIENT. THIS DISCLOSURE IS INTENDED TO SATISFY U.S. TREASURY DEPARTMENT
REGULATIONS.
USE OF PROCEEDS
We do not know either the number of common shares that will ultimately
be sold under the Plan or the prices at which such common shares will be sold.
In addition, although it is anticipated that most of the common shares purchased
for participants under the Plan will be purchased from us, we may choose, in our
sole discretion, to have common shares purchased for participants in the Plan in
the open market. We propose to use the net proceeds from the sale of any common
shares purchased from us for general corporate purposes. However, we are unable
to estimate the amount of any such net proceeds that will be devoted to any
specific purposes.
REPORTS TO SHAREHOLDERS
Our shareholders receive annual reports containing audited consolidated
financial statements with the reports of our independent registered public
accounting firm. Shareholders also receive quarterly reports containing
unaudited interim consolidated financial statements and other information.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 1701.13(E) of the Ohio Revised Code, directors, officers,
employees and agents of Ohio corporations have an absolute right to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by them to the extent they are successful in defense of any action,
suit or proceeding, including derivative actions, brought against them, or in
defense of any claim, issue or matter asserted in any such action, suit or
proceeding. A director, officer, employee or agent is entitled to such
indemnification if such individual's success is "on the merits or otherwise."
Directors (but not officers, employees or agents) are entitled to mandatory
payment of expenses (including attorneys' fees) by the corporation as they are
incurred, in advance of the final disposition of the action, suit or proceeding,
provided the directors agree to reasonably cooperate with the corporation
concerning the action, suit or proceeding and to repay the amount advanced if it
is proved by clear and convincing evidence that the directors' act or failure to
act was done with deliberate intent to cause injury to the corporation or with
reckless disregard for the corporation's best interests.
Section 1701.13(E) of the Ohio Revised Code permits a corporation to
indemnify directors, officers, employees or agents of the corporation in
circumstances where indemnification is not mandated by the statute if certain
statutory standards are satisfied. A corporation may grant indemnification in
actions, suits or proceedings, other than derivative actions, if the indemnitee
has acted in good faith and in a manner the indemnitee reasonably believed to be
in, or not opposed to, the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe the
indemnitee's conduct was unlawful. Such indemnification is permitted against
expenses (including attorneys' fees) as well as judgments, fines and amounts
paid in settlement actually and reasonably incurred by the indemnitee.
An Ohio corporation may also provide indemnification in derivative
actions for attorneys' fees and expenses actually and reasonably incurred in
connection with the defense or settlement of an action or suit if the officer,
director, employee or agent acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Ohio law does not expressly authorize indemnification against
judgments, fines and amounts paid in settlement of such actions or suits. The
corporation may not indemnify a director, officer, employee or agent in such
actions or suits for attorneys' fees and expenses if such individual is adjudged
to be liable for negligence or misconduct in the performance of such
individual's duties to the corporation unless, and only to the extent that, a
court determines that, despite the adjudication of liability, such individual is
fairly and reasonably entitled to indemnity.
Section 1701.13(E) of the Ohio Revised Code states that the
indemnification provided thereby is not exclusive of any other rights granted to
those individuals seeking indemnification under the articles, the regulations,
any agreement, a vote of the shareholders or disinterested directors, or
otherwise.
Section 1701.13(E) of the Ohio Revised Code grants express power to an
Ohio corporation to purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit and
self-insurance, for director, officer, employee or agent liability, regardless
of whether that individual is otherwise eligible for indemnification by the
corporation.
Our Code of Regulations provides for broader indemnification than
specifically afforded under Section 1701.13(E) of the Ohio Revised Code. Our
Code of Regulations provides that we must indemnify officers and directors
against expenses (including attorneys' fees, filing fees, court reporters' fees
and transcript costs), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any pending, threatened or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that any such individual is or was a
director, officer, employee or agent of Peoples or is or was serving at our
request as a director, trustee, officer, employee or agent of another
corporation or other entity so long as such individual's act or omission was in
good faith and in a manner the individual reasonably believed to be in, or not
opposed to, the best interests of Peoples, and with respect to any criminal
matter, such individual had no reasonable cause to believe such individual's
conduct was unlawful. Our Code of Regulations forbids us from indemnifying an
officer or director if such individual is adjudged to be liable for an act or
omission occasioned by such individual's reckless disregard for the best
interests of Peoples or misconduct (other than negligence) in the performance of
the individual's duty to Peoples, unless and only to the extent a court, in view
of all the circumstances, concludes that such individual is fairly and
reasonably entitled to such indemnity as the court deems proper.
Our Code of Regulations states that the indemnification provided
thereby is not exclusive of any other rights to which any individual seeking
indemnification may be entitled. Additionally, the Code of Regulations provides
that we may purchase and maintain insurance on behalf of any individual who is
or was a director, officer, employee or agent of Peoples, or who is or was
serving another entity at our request, against any liability asserted against
such individual or incurred by such individual in such capacity, or arising out
of such individual's status as such, whether or not we would have the obligation
or power to indemnify such individual under the Code of Regulations. The Code of
Regulations also authorizes us to purchase and maintain trust funds, letters of
credit or self-insurance on behalf of any individual who is or was a director,
officer, employee or agent of Peoples or who is serving or has served another
entity at our request.
Peoples has in the past and may in the future purchase insurance that
insures our present or former directors and officers against certain liabilities
which might be incurred by them in such capacity. Peoples also maintains
fiduciary and lending liability coverage.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Peoples
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL MATTERS
Legal matters regarding the common shares offered under the Plan have
been passed upon by the firm of Vorys, Sater, Seymour and Pease LLP.
EXPERTS
Ernst & Young LLP, an independent registered public accounting firm, has
audited our consolidated financial statements included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2005, and management's
assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2005, as set forth in their reports thereon, which are
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our consolidated financial statements and management's assessment are
incorporated by reference in reliance on Ernst & Young LLP's reports, given on
their authority as experts in accounting and auditing.
(This page has been left blank intentionally.)
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
-----------------------------------------------------
Information required pursuant to this Item 14 was previously filed with
the Registration Statement on Form S-3 (Registration No. 33-54003) (the
"Registration Statement") filed on June 7, 1994. Information regarding the
additional expenses related to the preparation and filing of Post-Effective
Amendment No. 2 to the Registration Statement and the distribution of the
prospectus filed as part of Post-Effective Amendment No. 2 to the Registration
Statement was previously filed with Post-Effective Amendment No. 2 to the
Registration Statement on December 13, 2005. Information regarding the
additional expenses related to the preparation and filing of this Post-Effective
Amendment No. 3 to the Registration Statement and the distribution of the
prospectus filed as part of this Post-Effective Amendment No. 3 to the
Registration Statement is provided below:
Accounting Fees $ 5,000*
Legal Fees and Expenses $ 7,000*
Printing Expenses $ 3,000*
---------
Total.. $15,000*
=========
-------------------
* Estimated
Item 15. Indemnification of Directors and Officers.
-----------------------------------------------------
Under Section 1701.13(E) of the Ohio Revised Code, directors, officers,
employees and agents of Ohio corporations have an absolute right to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by them to the extent they are successful in defense of any action,
suit or proceeding, including derivative actions, brought against them, or in
defense of any claim, issue or matter asserted in any such action, suit or
proceeding. A director, officer, employee or agent is entitled to such
indemnification if such individual's success is "on the merits or otherwise."
Directors (but not officers, employees or agents) are entitled to mandatory
payment of expenses (including attorneys' fees) by the corporation as they are
incurred, in advance of the final disposition of the action, suit or proceeding,
provided the directors agree to reasonably cooperate with the corporation
concerning the action, suit or proceeding and to repay the amount advanced if it
is proved by clear and convincing evidence that the directors' act or failure to
act was done with deliberate intent to cause injury to the corporation or with
reckless disregard for the corporation's best interests.
Section 1701.13(E) of the Ohio Revised Code permits a corporation to
indemnify directors, officers, employees or agents of the corporation in
circumstances where indemnification is not mandated by the statute if certain
statutory standards are satisfied. A corporation may grant indemnification in
actions, suits or proceedings, other than derivative actions, if the indemnitee
has acted in good faith and in a manner the indemnitee reasonably believed to be
in, or not opposed to, the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe the
indemnitee's conduct was unlawful. Such indemnification is permitted against
expenses (including attorneys' fees) as well as judgments, fines and amounts
paid in settlement actually and reasonably incurred by the indemnitee.
An Ohio corporation may also provide indemnification in derivative
actions for attorneys' fees and expenses actually and reasonably incurred in
connection with the defense or settlement of an action or suit if the officer,
director, employee or agent acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Ohio law does not expressly authorize indemnification against
judgments, fines and amounts paid in settlement of such actions or suits. The
corporation may not indemnify a director, officer, employee or agent in such
actions or suits for attorneys' fees and expenses if such individual is adjudged
to be liable for negligence or misconduct in the performance of such
individual's duties to the corporation unless, and only to the extent that, a
court determines that, despite the adjudication of liability, such individual is
fairly and reasonably entitled to indemnity.
Section 1701.13(E) of the Ohio Revised Code states that the
indemnification provided thereby is not exclusive of any other rights granted to
those individuals seeking indemnification under the articles, the regulations,
any agreement, a vote of the shareholders or disinterested directors, or
otherwise.
Section 1701.13(E) of the Ohio Revised Code grants express power to an
Ohio corporation to purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit and
self-insurance, for director, officer, employee or agent liability, regardless
of whether that individual is otherwise eligible for indemnification by the
corporation.
Our Code of Regulations provides for broader indemnification than
specifically afforded under Section 1701.13(E) of the Ohio Revised Code. Our
Code of Regulations provides that we must indemnify officers and directors
against expenses (including attorneys' fees, filing fees, court reporters' fees
and transcript costs), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any pending, threatened or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that any such individual is or was a
director, officer, employee or agent of Peoples or is or was serving at our
request as a director, trustee, officer, employee or agent of another
corporation or other entity so long as such individual's act or omission was in
good faith and in a manner the individual reasonably believed to be in, or not
opposed to, the best interests of Peoples, and with respect to any criminal
matter, such individual had no reasonable cause to believe such individual's
conduct was unlawful. Our Code of Regulations forbids us from indemnifying an
officer or director if such individual is adjudged to be liable for an act or
omission occasioned by such individual's reckless disregard for the best
interests of Peoples or misconduct (other than negligence) in the performance of
the individual's duty to Peoples, unless and only to the extent a court, in view
of all the circumstances, concludes that such individual is fairly and
reasonably entitled to such indemnity as the court deems proper.
Our Code of Regulations states that the indemnification provided
thereby is not exclusive of any other rights to which any individual seeking
indemnification may be entitled. Additionally, the Code of Regulations provides
that we may purchase and maintain insurance on behalf of any individual who is
or was a director, officer, employee or agent of Peoples, or who is or was
serving another entity at our request, against any liability asserted against
such individual or incurred by such individual in such capacity, or arising out
of such individual's status as such, whether or not we would have the obligation
or power to indemnify such individual under the Code of Regulations. The Code of
Regulations also authorizes us to purchase and maintain trust funds, letters of
credit or self-insurance on behalf of any individual who is or was a director,
officer, employee or agent of Peoples or who is serving or has served another
entity at our request.
Peoples has in the past and may in the future purchase insurance that
insures our present or former directors and officers against certain liabilities
which might be incurred by them in such capacity. Peoples also maintains
fiduciary and lending liability coverage.
Item 16. Exhibits.
-------------------
The following exhibits are included in or incorporated by reference
into this Amendment No. 3 to the Registration Statement:
Exhibit Number Description
-------------- -----------
4.1(a)* Amended Articles of Incorporation of Peoples Bancorp Inc. (as
filed with the Ohio Secretary of State on May 3, 1993).
Incorporated herein by reference to Exhibit 3(a) to Peoples'
Registration Statement on Form 8-B filed July 20, 1993 (File
No. 0-16772).
4.1(b)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 22, 1994). Incorporated herein by
reference to Exhibit 3(a)(2) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (File No.
0-16772) ("Peoples' 1997 Form 10-K").
4.1(c)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 9, 1996). Incorporated herein by
reference to Exhibit 3(a)(3) to Peoples' 1997 Form 10-K.
4.1(d)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 23, 2003). Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003 (File No.
0-16772) ("Peoples' March 31, 2003 Form 10-Q").
4.1(e)* Amended Articles of Incorporation of Peoples Bancorp Inc.
(reflecting amendments through April 23, 2003) [For SEC
reporting purposes only - not filed with Ohio Secretary of
State.] Incorporated herein by reference to Exhibit 3(b) to
Peoples' March 31, 2003 Form 10-Q.
4.2(a)* Code of Regulations of Peoples Bancorp Inc. Incorporated
herein by reference to Exhibit 3(b) of Peoples' Registration
Statement on Form 8-B filed July 20, 1993 (File No. 0-16772).
4.2(b)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Sections
1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10
and 6.02 of the Code of Regulations of Peoples Bancorp by
shareholders on April 10, 2003. Incorporated herein by
reference to Exhibit 3(c) to Peoples' March 31, 2003 Form
10-Q.
4.2(c)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Article THREE
of the Code of Regulations of Peoples Bancorp Inc. by
shareholders on April 8, 2004. Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004 ("Peoples'
March 31, 2004 Form 10-Q").
4.2(d)* Code of Regulations of Peoples Bancorp Inc. (reflecting
amendments through April 8, 2004) [For SEC reporting
compliance purposes only]. Incorporated herein by reference to
Exhibit 3(b) to Peoples' March 31, 2004 Form 10-Q.
4.3* Indenture, dated as of April 20, 1999, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Debenture Trustee,
relating to Junior Subordinated Deferrable Interest
Debentures. Incorporated herein by reference to Exhibit 4.1 to
the Registration Statement on Form S-4 (Registration No.
333-81251) filed on June 22, 1999 by Peoples and PEBO Capital
Trust I ("Peoples' 1999 Form S-4").
4.4* Amended and Restated Declaration of Trust of PEBO Capital
Trust I, dated as of April 20, 1999. Incorporated herein by
reference to Exhibit 4.5 to Peoples' 1999 Form S-4.
4.5* Series B Capital Securities Guarantee Agreement, dated as of
September 23, 1999, between Peoples Bancorp Inc. and
Wilmington Trust Company, as Guarantee Trustee, relating to
Series B 8.62% Capital Securities. Incorporated herein by
reference to Exhibit 4(i) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (File No.
0-16772).
4.6* Indenture, dated as of April 10, 2002, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Trustee, relating to
Floating Rate Junior Subordinated Debt Securities due 2032.
Incorporated herein by reference to Exhibit 4.1 to Peoples'
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002 (File No. 0-16772) ("Peoples' September 30,
2002 Form 10-Q").
4.7* Amended and Restated Declaration of Trust of PEBO Capital
Trust II, dated as of April 10, 2002. Incorporated herein by
reference to Exhibit 4.2 to Peoples' September 30, 2002 Form
10-Q.
4.8* Guarantee Agreement, dated as of April 10, 2002, between
Peoples Bancorp Inc. and Wilmington Trust Company, as
Guarantee Trustee, relating to Floating Rate MMCapSSM Capital
Securities. Incorporated herein by reference to Exhibit 4.3 to
Peoples' September 30, 2002 Form 10-Q.
5.1** Opinion of Vorys, Sater, Seymour and Pease LLP.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Vorys, Sater, Seymour and Pease LLP. Filed as
part of Exhibit 5.1.
24.1* Powers of Attorney. Previously filed as Exhibit 24.1 to
Amendment No. 2 to Peoples' Registration Statement on Form
S-3 (Registration No. 33-54003) filed on December 13, 2005.
99.1** Authorization for Automatic Dividend Reinvestment Plan form
for participants in Peoples Bancorp Inc. Dividend Reinvestment
and Stock Purchase Plan.
99.2** Transaction Request form for participants in Peoples Bancorp
Inc. Dividend Reinvestment and Stock Purchase Plan.
---------------------------
*........Previously filed.
**.......Filed herewith.
Item 17. Undertakings.
-----------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, That paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) If the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of
and included in the registration statement as of the earlier
of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
(ii) If the Registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such date of first use.
(5) That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities:
The undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications,
the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned
Registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material
information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 initial bona fide offering thereof.
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
Post-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 March 22, 2006.
PEOPLES BANCORP INC.
By: /s/ MARK F. BRADLEY
--------------------------------
Mark F. Bradley
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-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
--------- ----- ----
* Joseph H. Wesel Chairman of the Board and Director March 22, 2006
------------------------------------
Joseph H. Wesel
/s/ Mark F. Bradley President and Chief Executive March 22, 2006
------------------------------------ Officer and Director
Mark F. Bradley (Principal Executive Officer)
* George W. Broughton Director March 22, 2006
------------------------------------
George W. Broughton
* Frank L. Christy Director March 22, 2006
------------------------------------
Frank L. Christy
* Wilford D. Dimit Director March 22, 2006
------------------------------------
Wilford D. Dimit
* Richard Ferguson Director March 22, 2006
------------------------------------
Richard Ferguson
* Robert W. Price Director March 22, 2006
------------------------------------
Robert W. Price
* Theodore P. Sauber Director March 22, 2006
------------------------------------
Theodore P. Sauber
* Paul T. Theisen Vice Chairman of the Board and March 22, 2006
------------------------------------ Director
Paul T. Theisen
* Thomas J. Wolf Director March 22, 2006
------------------------------------
Thomas J. Wolf
* John W. Conlon Chief Financial Officer and March 22, 2006
------------------------------------ Treasurer
John W. Conlon (Principal Financial Officer)
* Donald J. Landers, Jr. Director of Finance and Chief March 22, 2006
------------------------------------ Accounting Officer
Donald J. Landers, Jr. (Principal Accounting Officer)
* By Mark F. Bradley pursuant to Powers of Attorney executed by the directors
and officers listed above, which Powers of Attorney have been filed with the
Securities and Exchange Commission.
/s/ MARK F. BRADLEY
--------------------------------------------------
Name: Mark F. Bradley
Title: President and Chief Executive Officer and Director
INDEX TO EXHIBITS
Exhibit No. Description
----------- ------------
4.1(a)* Amended Articles of Incorporation of Peoples Bancorp Inc. (as
filed with the Ohio Secretary of State on May 3, 1993).
Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form 8-B of Peoples Bancorp Inc.
("Peoples") filed July 20, 1993 (File No. 0-16772).
4.1(b)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 22, 1994). Incorporated herein by
reference to Exhibit 3(a)(2) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (File No.
0-16772) ("Peoples' 1997 Form 10-K").
4.1(c)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 9, 1996). Incorporated herein by
reference to Exhibit 3(a)(3) to Peoples' 1997 Form 10-K.
4.1(d)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 23, 2003). Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003 (File No.
0-16772) ("Peoples' March 31, 2003 Form 10-Q").
4.1(e)* Amended Articles of Incorporation of Peoples Bancorp Inc.
(reflecting amendments through April 23, 2003) [For SEC
reporting purposes only - not filed with Ohio Secretary of
State.] Incorporated herein by reference to Exhibit 3(b) to
Peoples' March 31, 2003 Form 10-Q.
4.2(a)* Code of Regulations of Peoples Bancorp Inc. Incorporated
herein by reference to Exhibit 3(b) of Peoples' Registration
Statement on Form 8-B filed July 20, 1993 (File No. 0-16772).
4.2(b)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Sections
1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10
and 6.02 of the Code of Regulations of Peoples Bancorp by
shareholders on April 10, 2003. Incorporated herein by
reference to Exhibit 3(c) to Peoples' March 31, 2003 Form
10-Q.
4.2(c)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Article THREE
of the Code of Regulations of Peoples Bancorp Inc. by
shareholders on April 8, 2004. Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004 ("Peoples'
March 31, 2004 Form 10-Q").
4.2(d)* Code of Regulations of Peoples Bancorp Inc. (reflecting
amendments through April 8, 2004) [For SEC reporting
compliance purposes only]. Incorporated herein by reference to
Exhibit 3(b) to Peoples' March 31, 2004 Form 10-Q.
4.3* Indenture, dated as of April 20, 1999, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Debenture Trustee,
relating to Junior Subordinated Deferrable Interest
Debentures. Incorporated herein by reference to Exhibit 4.1 to
the Registration Statement on Form S-4 (Registration No.
333-81251) filed on June 22, 1999 by Peoples and PEBO Capital
Trust I ("Peoples' 1999 Form S-4").
4.4* Amended and Restated Declaration of Trust of PEBO Capital
Trust I, dated as of April 20, 1999. Incorporated herein by
reference to Exhibit 4.5 to Peoples' 1999 Form S-4.
4.5* Series B Capital Securities Guarantee Agreement, dated as of
September 23, 1999, between Peoples Bancorp Inc. and
Wilmington Trust Company, as Guarantee Trustee, relating to
Series B 8.62% Capital Securities. Incorporated herein by
reference to Exhibit 4(i) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (File No.
0-16772).
4.6* Indenture, dated as of April 10, 2002, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Trustee, relating to
Floating Rate Junior Subordinated Debt Securities due 2032.
Incorporated herein by reference to Exhibit 4.1 to Peoples'
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002 (File No. 0-16772) ("Peoples' September 30,
2002 Form 10-Q").
4.7* Amended and Restated Declaration of Trust of PEBO Capital
Trust II, dated as of April 10, 2002. Incorporated herein by
reference to Exhibit 4.2 to Peoples' September 30, 2002 Form
10-Q.
4.8* Guarantee Agreement, dated as of April 10, 2002, between
Peoples Bancorp Inc. and Wilmington Trust Company, as
Guarantee Trustee, relating to Floating Rate MMCapSSM Capital
Securities. Incorporated herein by reference to Exhibit 4.3 to
Peoples' September 30, 2002 Form 10-Q.
5.1** Opinion of Vorys, Sater, Seymour and Pease LLP.
23.1** Consent of Ernst & Young LLP.
23.2** Consent of Vorys, Sater, Seymour and Pease LLP. Filed as part
of Exhibit 5.1.
24.1* Powers of Attorney. Previously filed as Exhibit 24.1 to
Amendment No. 2 to Peoples' Registration Statement on Form S-3
(Registration No. 33-54003) filed on December 13, 2005.
99.1** Authorization for Automatic Dividend Reinvestment Plan form
for participants in Peoples Bancorp Inc. Dividend Reinvestment
and Stock Purchase Plan.
99.2** Transaction Request form for participants in Peoples Bancorp
Inc. Dividend Reinvestment and Stock Purchase Plan.
---------------------------
* Previously filed.
** Filed herewith.