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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____ to ____
Commission file number 0-16772
PEOPLES BANCORP INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 31-0987416
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750
- -------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 373-3155
--------------
Securities registered pursuant to
Section 12(b) of the Act: None
-----------
Securities registered pursuant to
Section 12(g) of the Act: Common Shares, No Par Value
(3,118,334 outstanding
at February 29, 1996)
----------------------------
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Based upon the closing price of the Common Shares of the
Registrant on the The NASDAQ National Market as of February 29,
1996, the aggregate market value of the Common Shares of the
Registrant held by nonaffiliates on that date was $69,057,264.
For this purpose, certain executive officers and directors are
considered affiliates.
Documents Incorporated by Reference:
1) Portions of Registrant's Annual Report to Stockholders
for the fiscal year ended December 31, 1995, are
incorporated by reference into Parts I and II of this
Annual Report on Form 10-K.
2) Portions of Registrant's Definitive Proxy Statement
relating to the annual meeting to be held April 9, 1996 are
incorporated by reference into Part III of this
Annual Report on Form 10-K.
Exhibit Index Appears on Pages 14 through 16
Page 1 of 228 Pages
PART I
ITEM 1. BUSINESS.
- ------------------
Introduction
- ------------
Peoples Bancorp Inc. (the "Company") was incorporated under the
laws of the State of Delaware on April 1, 1980. The Company was
merged, following Shareholder approval, into the Peoples Bancorp
Inc., an Ohio corporation, effective April 6, 1993, pursuant to
a reincorporation proceeding. Its principal business is to act
as a multi-bank holding company. Its wholly-owned subsidiaries
are The Peoples Banking and Trust Company, Marietta, Ohio
("Peoples Bank"), The First National Bank of Southeastern Ohio
("First National Bank") and The Northwest Territory Life
Insurance Company, an Arizona corporation ("Northwest
Territory").
At December 31, 1995, Peoples Bancorp Inc. (parent company
only) had 31 full-time equivalent employees.
The Peoples Banking and Trust Company
- -------------------------------------
Peoples Bank was chartered as an Ohio banking corporation under
its present name in Marietta, Ohio, in 1902. At December 31,
1995, it had assets of $468,804,000; deposits of $375,643,000;
and net loans of $326,811,000.
Peoples Bank is a full-service commercial bank. It provides
checking accounts, NOW accounts, Super NOW accounts, money
market deposit accounts, savings accounts, time certificates of
deposit, commercial loans, installment loans, commercial and
residential real estate mortgage loans, credit cards, automatic
teller machines, banking by phone, lease financing, corporate
and personal trust services and safe deposit rental facilities.
Peoples Bank also sells travelers checks, money orders and
cashier's checks. Services are provided through ordinary
walk-in offices, automated teller facilities called
"SuperTeller", and automobile drive-in facilities called "Motor
Bank". At December 31, 1995, the Trust Department of Peoples
Bank held approximately $390 million (market value) in trust and
custodial accounts apart from the assets of the Bank.
With all of its offices located in Ohio, Peoples Bank serves
principally Washington, Athens and Meigs Counties, together with
portions of Hocking, Perry and Vinton Counties in Ohio and
adjacent parts of Northern West Virginia. The business
production office in Newark-Granville, Ohio, serves that
immediate area in Licking County. Peoples Bank provides
services to its customers at its principal banking office in
downtown Marietta and through SuperTeller and other banking
facilities. A full-service office, Motor Bank and SuperTeller
are located at the Frontier Shopping Center in Marietta. Also,
a full-service office and SuperTeller are located inside a
grocery store at Pike and Acme Streets in Marietta. A
full-service office, two Motor Banks and a SuperTeller are
operated in Belpre, Ohio. Full-service offices with Motor Banks
are located in Lowell, Reno and Nelsonville, Ohio. A
full-service branch and SuperTeller are located at One North
Court Street in downtown Athens, Ohio. A full-service office,
Motor Bank and SuperTeller are located at the Athens Mall.
Also, three SuperTeller machines are located on the campus of
Ohio University in Athens, Ohio. A full-service bank is located
at Middleport, Ohio.
On December 18, 1995, the Company announced that Peoples Bank
had reached a definitive agreement to purchase three
full-service banking offices from an unrelated financial
institution. In the transaction, Peoples Bank will assume
approximately $75 million in deposits. The offices are located
in Gallipolis, Pomeroy, and Rutland, Ohio. The Gallipolis
office is located downtown in Gallipolis and currently operates
a full-service office, Motor Bank, and an automated teller
machine. A full-service office and separate Motor Bank are
located in downtown Pomeroy. An automated teller machine is
also located in Pomeroy outside a local convenience store. The
Rutland office is a full-service and Motor Bank facility.
At December 31, 1995, Peoples Bank had 190 full-time equivalent
employees.
The First National Bank of Southeastern Ohio
- --------------------------------------------
First National Bank is a national banking association chartered
in 1900. It provides banking services and products that are
substantially the same as those of Peoples Bank. First National
Bank operates a commercial bank and Motor Bank at one location
at 415 Main Street, Caldwell, Ohio. It also has a full-service
office and Motor Bank on Marion Street in Chesterhill, Ohio. It
also operates a full-service office on Kennebec Street,
McConnelsville, Ohio. First National Bank's market area is
comprised of Caldwell, Chesterhill, McConnelsville and the
surrounding area in Noble and Morgan Counties, Ohio. At
December 31, 1995, it had assets of $70,004,000, deposits of
$54,077,000 and net loans of $45,993,000.
At December 31, 1995, First National Bank had 29 full-time
equivalent employees.
First National Bank also operates two insurance agency
subsidiaries, Northwest Territory Life Insurance Agency, Inc.
and Northwest Territory Property & Casualty Insurance Agency,
Inc. (the "Agencies"). The Agencies were created in compliance
with federal regulations allowing insurance powers to national
banks in communities with populations of 5,000 people or less.
On December 22, 1995, each Agency received a Certificate of
Qualification (license) to operate the Agency from the Ohio
Department of Insurance, thereby allowing the Agencies the
ability to engage in the insurance agency business, subject to
the regulations of the Ohio Department of Insurance and the
Comptroller of the Currency. These are the first insurance
agencies in Ohio associated with a financial institution to
receive licenses to conduct a broad-based insurance business.
At December 31, 1995, the Agencies had 4 full-time equivalent
employees.
The Northwest Territory Life Insurance Company
- ----------------------------------------------
Northwest Territory was organized under Arizona law in 1983 and
was issued a Certificate of Authority to act as a reinsurance
company by the State of Arizona on February 8, 1984. Northwest
Territory reinsures credit life and disability insurance issued
to customers of banking subsidiaries of the Company by the
issuing insurance company. At November 30, 1995, Northwest
Territory had total assets of $1,327,000 and had gross premium
income of $244,000 in 1995, $238,000 in 1994 and $231,000 in
1993. Northwest Territory reinsures risks (currently not
exceeding $15,000 per insured on a present value basis) within
limits established by governmental regulations and management
policy. Northwest Territory has no employees.
Customers and Markets
- ---------------------
The Company's service area has a diverse economic structure.
Principal industries in the area include metals, plastics and
petrochemical manufacturing; oil, gas and coal production and
related support industries. In addition, tourism, education and
other service-related industries are important and growing
industries. Consequently, the Company is not dependent upon any
one industry segment for its business opportunities.
Competition
- -----------
The banking subsidiaries of the Company experience significant
competition in attracting depositors and borrowers. Competition
in lending activities comes principally from other commercial
banks in the lending areas of the banks and, to a lesser extent,
from savings associations, insurance companies, governmental
agencies, credit unions, brokerage firms and pension funds. The
primary factors in competing for loans are interest rate and
overall lending services. Competition for deposits comes from
other commercial banks, savings associations, money market funds
and credit unions as well as from insurance companies and
brokerage firms. The primary factors in competing for deposits
are interest rates paid on deposits, account liquidity,
convenience of office location and overall financial condition.
The Company believes that its size, overall banking services and
financial condition place it in a favorable competitive position.
Northwest Territory operates in the highly competitive industry
of credit life and disability insurance. The principal methods
of competition in the credit life and disability insurance
industry are the availability of coverages and premium rates.
The Company believes Northwest Territory has a competitive
advantage due to the fact that the business of Northwest
Territory is limited to the accepting of life and disability
reinsurance ceded in part to Northwest Territory from the credit
life and disability insurance purchased by loan customers of
Peoples Bank and First National Bank.
The Agencies operate in the extremely competitive life
insurance and property and casualty insurance industries, due
mostly to the large number of companies and agents located
within the southeastern Ohio market. The Agencies intend to
provide several insurance product options to consumers,
including traditional life insurance and property and casualty
insurance, as well as investments in mutual funds, variable and
fixed annuities and securities. The Agencies' future
competitive advantage will be based on their ability to provide
products to consumers efficiently with sensitivity to customer
service and cost price issues.
Supervision and Regulation
- --------------------------
The following is a summary of certain statutes and regulations
affecting the Company and its subsidiaries. The summary is
qualified in its entirety by reference to such statutes and
regulations.
The Company is a bank holding company under the Bank Holding
Company Act of 1956, as amended, which restricts the activities
of the Company and the acquisition by the Company of voting
stock or assets of any bank, savings association or other
company. The Company is also subject to the reporting
requirements of, and examination and regulation by, the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board"). Subsidiary banks of a bank holding company are subject
to certain restrictions imposed by the Federal Reserve Act on
transactions with affiliates, including any loans or extensions
of credit to the bank holding company or any of its
subsidiaries, investments in the stock or other securities
thereof and the taking of such stock or securities as collateral
for loans to any borrower; the issuance of guarantees,
acceptances or letters of credit on behalf of the bank holding
company and its subsidiaries; purchases or sales of securities
or other assets; and the payment of money or furnishing of
services to the bank holding company and other subsidiaries. A
bank holding company and its subsidiaries are prohibited from
engaging in certain tying arrangements in connection with
extensions of credit and/or the provision of other property or
services to a customer by the bank holding company or its
subsidiaries.
Bank holding companies are prohibited from acquiring direct or
indirect control of more than 5% of any class of voting stock or
substantially all of the assets of any bank holding company
without the prior approval of the Federal Reserve Board. In
addition, acquisitions across state lines are limited to
acquiring banks in those states specifically authorizing such
interstate acquisitions. However, since September 1995, federal
law has permitted interstate acquisitions of banks, if the bank
acquired retains its separate charter.
As a national bank, First National Bank is supervised and
regulated by the Comptroller of the Currency. As an Ohio
state-chartered bank, Peoples Bank is supervised and regulated
by the Ohio Division of Banks and the Federal Deposit Insurance
Corporation ("FDIC"). The deposits of First National Bank and
Peoples Bank are insured by the FDIC and those entities are
subject to the applicable provisions of the Federal Deposit
Insurance Act. A subsidiary of a bank holding company can be
liable to reimburse the FDIC if the FDIC incurs or anticipates a
loss because of a default of another FDIC-insured subsidiary of
the bank holding company or in connection with FDIC assistance
provided to such subsidiary in danger of default. In addition,
the holding company of any insured financial institution that
submits a capital plan under the federal banking agencies'
regulations on prompt corrective action, guarantees a portion of
the institution's capital shortfall, as discussed below.
Various requirements and restrictions under the laws of the
United States and the State of Ohio affect the operations of
Peoples Bank and First National Bank, including requirements to
maintain reserves against deposits, restrictions on the nature
and amount of loans which may be made and the interest that may
be charged thereon, restrictions relating to investments and
other activities, limitations on credit exposure to
correspondent banks, limitations on activities based on capital
and surplus, limitations on payment of dividends, and
limitations on branching. Pursuant to recent federal
legislation, First National Bank may branch across state lines,
if permitted by the law of the other state. In addition,
effective June 1997, such interstate branching by First National
Bank will be authorized, unless the law of the other state
specifically prohibits the interstate branching authority
granted by federal law.
The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies and for state member
banks, such as Peoples Bank and First National Bank. The
risk-based capital guidelines include both a definition of
capital and a framework for calculating weighted-risk assets by
assigning assets and off-balance sheet items to broad risk
categories. The minimum ratio of total capital to weighted-risk
assets (including certain off-balance sheet items, such as
standby letters of credit) is 8%. At least 4.0 percentage
points is to be comprised of common stockholder's equity
(including retained earnings but excluding treasury stock),
noncumulative perpetual preferred stock, a limited amount of
cumulative perpetual preferred stock, and minority interests in
equity accounts of consolidated subsidiaries, less goodwill and
certain other intangible assets ("Tier 1 capital"). The
remainder ("Tier 2 capital") may consist, among other things, of
mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of
allowance for loan and lease losses. The Federal Reserve Board
also imposes a minimum leverage ratio (Tier 1 capital to total
assets) of 4% for bank holding companies and state member banks
that meet certain specified conditions, including no
operational, financial or supervisory deficiencies and including
having the highest regulatory rating. The minimum leverage
ratio is 1.0 - 2.0% higher for other bank holding companies and
state member banks based on their particular circumstances and
risk profiles and those experiencing or anticipating significant
growth. National bank subsidiaries, such as First National
Bank, are subject to similar capital requirements adopted by the
Comptroller of the Currency, and state non-member bank
subsidiaries, such as Peoples Bank, are subject to similar
capital requirements adopted by the FDIC. Under an outstanding
proposal of the Comptroller and the FDIC to establish an
interest rate risk component, First National Bank and Peoples
Bank may be required to have additional capital if their
interest rate risk exposure exceeds acceptable levels provided
for in the regulation as when adopted.
The Company and its subsidiaries currently satisfy all capital
requirements. Failure to meet applicable capital guidelines
could subject a banking institution to a variety of enforcement
remedies available to federal and state regulatory authorities,
including the termination of deposit insurance by the FDIC.
The federal banking regulators have established regulations
governing prompt corrective action to resolve capital deficient
banks. Under these regulations, institutions which become
undercapitalized become subject to mandatory regulatory scrutiny
and limitations, which increase as capital continues to
decrease. Such institutions are also required to file capital
plans with their primary federal regulator, and their holding
companies must guarantee the capital shortfall up to 5% of the
assets of the capital deficient institution at the time it
becomes undercapitalized.
The ability of a bank holding company to obtain funds for the
payment of dividends and for other cash requirements is largely
dependent on the amount of dividends which may be declared by
its subsidiary banks and other subsidiaries. However, the
Federal Reserve Board expects the Company to serve as a source
of strength to its subsidiary banks, which may require it to
retain capital for further investment in subsidiaries, rather
than for dividends for shareholders of the Company. Peoples
Bank and First National Bank may not pay dividends to the
Company if, after paying such dividends, they would fail to meet
the required minimum levels under the risk-based capital
guidelines and the minimum leverage ratio requirements. Peoples
Bank and First National Bank must have the approval of their
respective regulative authorities if a dividend in any year
would cause the total dividends for that year to exceed the sum
of the current year's net profits and the retained net profits
for the preceding two years, less required transfers to surplus.
First National Bank may not pay a dividend either in an amount
greater than its net profits then on hand, after deducting its
losses and bad debts, or if less than 1/10th of net profits for
the preceding six months, for a quarterly or semi-annual
dividend, or the preceding year, for an annual dividend, was
transferred to surplus. Payment of dividends by the bank
subsidiaries may be restricted at any time at the discretion of
the regulatory authorities, if they deem such dividends to
constitute an unsafe and/or unsound banking practice. These
provisions could have the effect of limiting the Company's
ability to pay dividends on its outstanding common shares.
Northwest Territory is chartered by the State of Arizona and is
subject to regulation, supervision and examination by the
Arizona Department of Insurance. The powers of regulation and
supervision of the Arizona Department of Insurance relate
generally to such matters as minimum capitalization, the grant
and revocation of certificates of authority to transact
business, the nature of and limitations on investments, the
maintenance of reserves, the form and content of required
financial statements, reporting requirements and other matters
pertaining to life and disability insurance companies.
The Agencies are incorporated in the State of Ohio and licensed
by the Ohio Department of Insurance, which regulates, supervises
and has authority to examine the Agencies.
Monetary Policy and Economic Conditions
- ---------------------------------------
The commercial banking business is affected not only by general
economic conditions, but also by the policies of various
governmental regulatory agencies, including the Federal Reserve
Board. The Federal Reserve Board regulates money and credit
conditions and interest rates in order to influence general
economic conditions primarily through open market operations in
U.S. Government securities, changes in the discount rate on bank
borrowings, and changes in the reserve requirements against bank
deposits. These policies and regulations significantly affect
the overall growth and distribution of bank loans, investments
and deposits, and the interest rates charged on loans, as well
as the interest rates paid on deposits and accounts.
The monetary policies of the Federal Reserve Board have had a
significant effect on the operating results of commercial banks
in the past and are expected to continue to have significant
effects in the future. In view of the changing conditions in
the economy and the money markets and the activities of monetary
and fiscal authorities, no definitive predictions can be made as
to future changes in interest rates, credit availability or
deposit levels.
Statistical Financial Information Regarding the Company
- -------------------------------------------------------
The following listing of statistical financial information,
which is included in the Company's Annual Report to Shareholders
for the fiscal year ended December 31, 1995 (the "Company's 1995
Annual Report") and incorporated herein by reference, provides
comparative data for the Company over the past three and five
years, as appropriate. These tables should be read in
conjunction with "Management's Discussion and Analysis" and the
Consolidated Financial Statements of the Company and its
subsidiaries found at pages 35 through 43 and 14 through 29,
respectively, of the Company's 1995 Annual Report.
Average Balances and Analysis of Net Interest Income:
Please refer to page 31 of the Company's 1995 Annual Report.
Rate Volume Analysis:
Please refer to page 32 of the Company's 1995 Annual Report.
Loan Maturities:
Please refer to page 32 of the Company's 1995 Annual Report.
Average Deposits:
Please refer to page 31 of the Company's 1995 Annual Report.
Maturities Schedule of Large Certificates of Deposit:
Please refer to page 32 of the Company's 1995 Annual Report.
Loan Portfolio Analysis:
Please refer to pages 33 and 34 of the Company's 1995 Annual Report.
Securities Analysis:
Please refer to pages 20 through 22 and page 41 of the
Company's 1995 Annual Report.
Return Ratios:
Please refer to page 11 of the Company's 1995 Annual Report.
Effect of Environmental Regulation
- ----------------------------------
Compliance with federal, state and local provisions regulating
the discharge of materials into the environment, or otherwise
relating to the protection of the environment, has not had a
material effect upon the capital expenditures, earnings or
competitive position of the Company and its subsidiaries. The
Company believes that the nature of the operations of its
subsidiaries has little, if any, environmental impact. The
Company, therefore, anticipates no material capital expenditures
for environmental control facilities for its current fiscal year
or for the foreseeable future. The Company's subsidiaries may
be required to make capital expenditures for environmental
control facilities related to properties which they may acquire
through foreclosure proceedings in the future; however, the
amount of such capital expenditures, if any, is not currently
determinable.
ITEM 2. PROPERTIES
- -------------------
The principal office of the Company and Peoples Bank is located
at 138 Putnam Street, Marietta, Ohio. This location consists of
a five-story, stone-block building and one other smaller
building attached by interior corridors. In 1993, Peoples Bank
completed construction of a five-story addition to its primary
facility in downtown Marietta. Peoples Bank also owns several
nearby vacant lots for parking and a nearby Motor Bank. Peoples
Bank owns property on which three additional full-service and
two additional Motor Banks are located, leases the land on which
one full-service branch is located and leases its other
full-service branch. Peoples Bank's business production office
in Newark-Granville is also leased. Peoples Bank also owns a
two-story, block building on the Public Square in Nelsonville,
Ohio, an additional office in Nelsonville, together with an
office consisting of a two-story concrete structure at One North
Court Street, Athens, Ohio, and a brick full-service office in
the Athens Mall. The building in the Mall is owned by Peoples
Bank on leased real property. The office located in The Plains
is operated under a lease which expires in June, 2001.
First National Bank owns a three-story office building of brick
and stone at 415 Main Street in Caldwell, Ohio, and a one-story
masonry and brick building located on Marion Street in
Chesterhill, Morgan County, Ohio, together with a two-story
brick structure in McConnelsville, Morgan County, Ohio, located
on Kennebec Street. The Agencies headquarters are also located
in the Caldwell office of First National Bank.
All other properties occupied by the Company and its
subsidiaries are owned by the Company or its subsidiaries. The
Company and its subsidiaries own other real property which, when
considered in the aggregate, is not material to their
operations.
Management believes that all of the properties described above are in
satisfactory condition for their intended use.
ITEM 3. LEGAL PROCEEDINGS.
- ---------------------------
There are no pending legal proceedings to which the Company or
its subsidiaries are a party or to which any of their property
is subject other than ordinary routine litigation incidental to
their business, none of which is material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- -------------------------------------------------------------
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
- ----------------------------------------------------------
Please refer to pages 12 and 13 of the Company's 1995 Annual
Report, which are incorporated by reference herein.
ITEM 6. SELECTED FINANCIAL DATA.
- ---------------------------------
The table of Selected Financial Data on page 11 of the Company's
1995 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
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Please refer to pages 35 through 43 of the Company's 1995 Annual
Report, which are incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -----------------------------------------------------
The Consolidated Financial Statements of Peoples Bancorp Inc.
and it subsidiaries, included on pages 14 through 29 of the
Company's 1995 Annual Report, and the Report of Ernst & Young
LLP included therein at page 30 are incorporated herein by
reference. Following is an index to the financial statements
included in the Company's 1995 Annual Report:
1995
Annual
Report
Financial Statements: Pages
- --------------------------------------------------------- -----------
Peoples Bancorp Inc. and Subsidiaries:
Report of Independent Auditors 30
Consolidated Balance Sheets as of December 31, 1995
and 1994 14
Consolidated Statements of Income for the Three Years
Ended December 31, 1995 15
Consolidated Statements of Stockholders' Equity for
the Three Years Ended December 31, 1995 16
Consolidated Statements of Cash Flows for the
Three Years Ended December 31, 1995 17
Notes to the Consolidated Financial Statements 18-29
Peoples Bancorp Inc.: (Parent Company Only Financial
Statements are included in Note 15 of the Notes to
the Consolidated Financial Statements) 28-29
Quarterly financial data set forth at page 29 of the Company's
1995 Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
- ---------------------------------------------------------
No response required.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
- -------------------------------------------------------------
Directors and Executive Officers of the Company include those
persons enumerated under "Election of Directors" on pages 5 and
6 of the Company's definitive Proxy Statement relating to the
Company's Annual Meeting of Shareholders to be held April 9,
1996, which section is expressly incorporated by reference.
Other Executive Officers are Carol A. Schneeberger (39), Vice
President/Operations; Rolland B. Swart (57), Vice
President/Business Development; John (Jack) W. Conlon (50),
Chief Financial Officer; Jeffrey D. Welch (41), Treasurer; and
RobRoy Walters (37), Controller. Ms. Schneeberger became Vice
President/Operations of the Company in October, 1988. Prior
thereto, she was Auditor of the Company from August, 1987 to
October, 1988, and Auditor of Peoples Bank from January, 1986 to
October, 1988. She was Assistant Auditor of Peoples Bank from
January, 1979 to January, 1986. Mr. Swart joined the Company in
October, 1990 at his current position, left this position in
August, 1993, to become an executive vice president with Peoples
Bank, and then rejoined the Company at his current position in
September, 1994. Mr. Conlon has been Chief Financial Officer of
the Company since April, 1991. He has also been Chief Financial
Officer and Treasurer of Peoples Bank for more than five years.
Mr. Welch has been Treasurer of the Company since 1985. Mr.
Walters joined the Company in July, 1995. Mr. Walters has been
Controller for Peoples Bank since January, 1993. Prior thereto,
Mr. Walters was Assistant Controller from April, 1991 to
December, 1992, and Accounting Manager from February, 1989 to
March, 1991.
No disclosure is required to be made by the Company under Item
405 of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION.
- ---------------------------------
See "Compensation Committee Interlocks and Insider
Participation" and "Compensation of Executive Officers and
Directors" on page 10, and pages 10 through 13, respectively, of
the Company's definitive Proxy Statement relating to the
Company's Annual Meeting of Shareholders to be held April 9,
1996, which are expressly incorporated by reference.
Neither the report on executive compensation nor the
performance graph included in the Company's definitive Proxy
Statement relating to the Company's Annual Meeting of
Shareholders to be held on April 9, 1996, shall be deemed to be
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
- -------------------------------------------------------------
See "Security Ownership of Certain Beneficial Owners and
Management" on pages 2 through 4 of the Company's definitive
Proxy Statement relating to the Company's Annual Meeting of
Shareholders to be held April 9, 1996, which section is
expressly incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ---------------------------------------------------------
See "Transactions Involving Management" on pages 7 and
8 of the Company's definitive Proxy Statement relating to the
Company's Annual Meeting of Shareholders to be held April 9,
1996, which section is expressly incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
- --------------------------------------------------------------
(a) (1) Financial Statements
--------------------
For a list of all financial statements included in this
Annual Report on Form 10-K, see "Index to Financial
Statements" at Page 13.
(a) (2) Financial Statement Schedules
-----------------------------
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions
or are inapplicable and, therefore, have been omitted.
(a) (3) Exhibits
--------
Exhibits filed with this Annual Report on Form 10-K are
attached hereto. For a list of such exhibits, see "Exhibit
Index" beginning at page 14. The following table provides
certain information concerning executive compensation plans and
arrangements required to be filed as exhibits to this Annual
Report on Form 10-K.
Executive Compensation Plans and Arrangements
---------------------------------------------
Exhibit No. Description Location
----------- ---------------------------- -------------------
10(a) Deferred Compensation Incorporated herein
Agreement dated November 16, by reference to
1976 between Robert E. Evans Exhibit 6(g) to
and The Peoples Banking and Registration Statement
Trust Company, as amended No. 2-68524 on Form
March 13, 1979. S-14 of Peoples
Bancorp Inc., a
Delaware corporation
and the Company's
predecessor
("Peoples Delaware").
10(b) Peoples Bancorp Inc. Pages 60 through 89.
Retirement Savings Plan.
(Amended and Restated
Effective January 1, 1996.)
10(d) Peoples Bancorp Inc. Pages 90 through 149.
Retirement Plan and Trust.
(Amended and Restated
Effective January 1, 1989.)
10(e) Summary of the Incentive Incorporated herein
Bonus Plan of Peoples by reference to
Bancorp Inc. Exhibit 10(f) of
Peoples Delaware's
Annual Report on
Form 10-K for fiscal
year ended December
31, 1992 (File No.
0-16772).
10(f) Peoples Bancorp Inc. Amended Incorporated herein by
and Restated 1993 Stock reference to Exhibit 4
Option Plan. of the Company's
Registration
Statement on Form S-8
filed August 25, 1993
(Registration
Statement No.
33-67878).
10(g) Form of Stock Option Pages 150 thorugh 154.
Agreement used in connection
with grant of non-qualified
stock options under Peoples
Bancorp Inc. Amended and
Restated 1993 Stock Option
Plan.
10(h) Form of Stock Option Pages 155 through 159.
Agreement dated May 20, 1993,
used in connection with grant
of incentive stock options
under Peoples Bancorp Inc.
Amended and Restated 1993
Stock Option Plan.
10(i) Form of Stock Option Pages 160 through 164.
Agreement dated November 10,
1994, used in connection
with grant of incentive
stock options under Peoples
Bancorp Inc. Amended and
Restated 1993 Stock Option
Plan.
10(j) Peoples Bancorp Inc. 1995 Incorporated herein by
Stock Option Plan. reference to Exhibit
4 of the Company's
Form S-8 filed May 24,
1995 (Registration
Statement No.
33-59569).
10(k) Form of Stock Option Pages 165 through 169.
Agreement used in connection
with grant of non-qualified
stock options to non-employee
directors of the Company under
Peoples Bancorp Inc. 1995
Stock Option Plan.
10(l) Form of Stock Option Pages 170 through 174.
Agreement used in connection
with grant of non-qualified
stock options to non-employee
directors of the Company's
subsidiaries under Peoples
Bancorp Inc. 1995 Stock
Option Plan.
(b) Reports on Form 8-K
-------------------
There were no current reports on Form 8-K filed during the
quarter ended December 31, 1995.
(c) Exhibits
--------
Exhibits filed with Annual Report on Form 10-K are attached
hereto. For a list of such exhibits, see "Exhibit Index"
beginning at page 14.
(d) Financial Statement Schedules
-----------------------------
None.
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PEOPLES BANCORP INC.
Date: March 25, 1996 By: /s/ ROBERT E. EVANS
Robert E. Evans, President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signatures Title Date
- --------------------------- ------------------------- --------------
/s/ ROBERT E. EVANS President and Chief March 25, 1996
Robert E. Evans Executive Officer and
Director
Director March 25, 1996
Jewell Baker
/s/ DENNIS D. BLAUSER Director March 25, 1996
Dennis D. Blauser
/s/ GEORGE W. BROUGHTON Director March 25, 1996
George W. Broughton
/s/ WILFORD D. DIMIT Director March 25, 1996
Wilford D. Dimit
Director March 25, 1996
Barton S. Holl
/s/ NORMAN J. MURRAY Director March 25, 1996
Norman J. Murray
/s/ JAMES B. STOWE Director March 25, 1996
James B. Stowe
/s/ PAUL T. THEISEN Director March 25, 1996
Paul T. Theisen
/S/ THOMAS C. VADAKIN Director March 25, 1996
Thomas C. Vadakin
/S/ JOSEPH H. WESEL Chairman of the Board March 25, 1996
Joseph H. Wesel and Director
/s/ JEFFREY D. WELCH Treasurer (Principal March 25, 1996
Jeffrey D. Welch Accounting Officer)
/s/ JOHN W. CONLON Chief Financial Officer March 25, 1996
John W. Conlon
PEOPLES BANCORP INC.
INDEX TO FINANCIAL STATEMENTS
1995
Annual
Report
Financial Statements: Pages
- --------------------------------------------------------- -----------
Peoples Bancorp Inc. and Subsidiaries:
Report of Independent Auditors (Ernst & Young LLP) 30
Consolidated Balance Sheets as of December 31, 1995
and 1994 14
Consolidated Statements of Income for the Three Years
Ended December 31, 1995 15
Consolidated Statements of Stockholders' Equity for
the Three Years Ended December 31, 1995 16
Consolidated Statements of Cash Flows for the
Three Years Ended December 31, 1995 17
Notes to the Consolidated Financial Statements 18-29
Peoples Bancorp Inc.: (Parent Company Only Financial
Statements are included in Note 15 of Notes to
the Consolidated Financial Statements) 28-29
The report of Coopers & Lybrand L.L.P. is included at Exhibit 99
and is incorporated herein by reference.
EXHIBIT INDEX
PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1995
Exhibit
Number Description Exhibit Location
- ------- ----------------------------------- -----------------------------
2 Office Purchase and Assumption Pages 17 to 59.
Agreement between Peoples Bank
and Bank One, Athens, N.A.,
dated December 14, 1995.
3 (a) Amended Articles of Incorporated herein by
Incorporation of Peoples reference to Exhibit 3(a) to
Bancorp Inc. the Company's Registration
Statement on Form 8-B filed
July 20, 1993 (File No.
0-16772).
3 (b) Regulations of Peoples Bancorp Inc. Incorporated herein by
reference to Exhibit 3(b)
to the Company's
Registration Statement on
Form 8-B filed July 20,
1993 (File No. 0-16772).
10 (a) Deferred Compensation Agreement Incorporated herein by
dated November 16, 1976 between reference to Exhibit 6(g)
Robert E. Evans and The Peoples to Registration Statement
Banking and Trust Company, as No. 2-68524 on Form S-14
amended March 13, 1979. of Peoples Bancorp Inc.,
a Delaware corporation and
the Company's predecessor
("Peoples Delaware").
10 (b) Peoples Bancorp Inc. Retirement Pages 60 through 89.
Savings Plan. (Amended and
Restated Effective January 1,
1996.)
10 (c) Amended and Restated Loan Agreement Incorporated herein by
dated June 30, 1994 between the reference to Exhibit 10(c)
Company and Fifth Third Bank. of the Company's Annual
Report on Form 10-K for
fiscal year ended December
31, 1994 (File No. 0-16772).
10 (d) Peoples Bancorp Inc. Retirement Pages 90 through 149.
Plan and Trust. (Amended and
Restated Effective January 1,
1989.)
10 (e) Summary of the Incentive Bonus Incorporated herein by
Plan of Peoples Bancorp Inc. reference to Exhibit 10(f)
of Peoples Delaware's
Annual Report on Form 10-K
for fiscal year ended
December 31, 1992 (File
No. 0-16772).
10 (f) Peoples Bancorp Inc. Amended Incorporated herein by
and Restated 1993 Stock Option reference to Exhibit 4 of
Plan. the Company's Registration
Statement on Form S-8 filed
August 25, 1993
(Registration Statement
No. 33-67878).
10 (g) Form of Stock Option Agreement Pages 150 through 154.
used in connection with grant of
non-qualified stock options under
Peoples Bancorp Inc. Amended and
Restated 1993 Stock Option Plan.
10 (h) Form of Stock Option Agreement Pages 155 through 159.
dated May 20, 1993, used in
connection with grant of incentive
stock options under Peoples Bancorp
Inc. Amended and Restated 1993
Stock Option Plan.
10 (i) Form of Stock Option Agreement Pages 160 through 164.
dated November 10, 1994, used in
connection with grant of incentive
stock options under Peoples Bancorp
Inc. Amended and Restated 1993 Stock
Option Plan.
10 (j) Peoples Bancorp Inc. 1995 Stock Incorporated herein by
Option Plan. reference to Exhibit 4 of
the Company's Form S-8
filed May 24, 1995
(Registration Statement No.
33-59569).
10 (k) Form of Stock Option Agreement Pages 165 through 169.
used in connection with grant of
non-qualified stock options to
non-employee directors of the
Company under Peoples Bancorp Inc.
1995 Stock Option Plan.
10 (l) Form of Stock Option Agreement Pages 170 through 174.
used in connection with grant of
non-qualified stock options to
non-employee directors of the
Company's subsidiaries under
Peoples Bancorp Inc. 1995 Stock
Option Plan.
11 Computation of Earnings Per Share. Page 175.
12 Statements of Computation of Page 176.
Ratios.
13 Peoples Bancorp Inc. Annual Report Page 177 through 223.
to Shareholders for the fiscal year
ended December 31, 1995 (not deemed
filed except for portions thereof
which are specifically incorporated
by reference into this Annual Report
on Form 10-K).
21 Subsidiaries of Peoples Bancorp Page 224.
Inc.
23 (a) Consent of Independent Auditors Page 225.
- Ernst & Young LLP.
23 (b) Consent of Independent Accountants Page 226.
- Coopers & Lybrand L.L.P.
27 Financial Data Schedule. Page 227.
99 Report of Independent Accountants Page 228.
- Coopers & Lybrand L.L.P.