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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
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 0-16772
PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (614) 373-3155
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Securities registered pursuant to
Section 12(b) of the Act: None
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Securities registered pursuant to
Section 12(g) of the Act: Common Shares, No Par Value (3,445,675
outstanding at February 28, 1997)
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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 of 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 28,
1997, the aggregate market value of the Common Shares of the
Registrant held by nonaffiliates on that date was $91,241,518.
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, 1996, 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 10, 1997,
are incorporated by reference into Part III of this
Annual Report on Form 10-K.
Exhibit Index Appears on Pages 17 through 19
Page 1 of 130 Pages
PART I
ITEM 1. BUSINESS.
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Introduction
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Peoples Bancorp Inc. ("Peoples Delaware") was incorporated under
the laws of the State of Delaware on April 1, 1980. Peoples
Delaware was merged, following shareholder approval, into
Peoples Bancorp Inc., an Ohio corporation (the "Company"),
effective April 6, 1993, pursuant to a reincorporation
proceeding. The Company's 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"), Russell Federal Savings Bank ("Russell
Federal"), and The Northwest Territory Life Insurance Company,
an Arizona corporation ("Northwest Territory").
At December 31, 1996, Peoples Bancorp Inc. (parent company only)
had 27 full-time equivalent employees.
The Peoples Banking and Trust Company
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Peoples Bank was chartered as an Ohio banking corporation under
its present name in Marietta, Ohio, in 1902. At December 31,
1996, it had assets of $534.8 million, deposits of $446.5
million, and net loans of $364.7 million.
Peoples Bank is a full-service commercial bank. It provides the
following products to its customers: 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, 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 machines ("ATMs"), automobile
drive-in facilities called "Motor Banks", and banking by phone.
At December 31, 1996, the Trust Department of Peoples Bank held
approximately $430 million of assets (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, Meigs, and Gallia Counties,
together with portions of Hocking, Perry, and Vinton Counties in
Ohio and adjacent parts of Northern West Virginia. On April 26,
1996, Peoples Bank acquired three full-service banking centers
with approximately $75 million in associated deposits from Bank
One, Athens, N.A. These three banking branches are located in
the cities of Pomeroy, Gallipolis, and Rutland, Ohio, serving
Meigs and Gallia counties and portions of Lawrence County. The
Gallipolis office is located in downtown Gallipolis and operates
a full-service office, Motor Bank, and an ATM. A full-service
office and separate Motor Bank are located in downtown Pomeroy.
An ATM is also located in Pomeroy outside a local convenience
store. The Rutland office is a full-service office and Motor
Bank facility.
In addition to the offices acquired in 1996, Peoples Bank
provides services to its customers at its principal banking
office in downtown Marietta and through ATMs and other banking
facilities. A full-service office, Motor Bank and ATM are
located at the Frontier Shopping Center in Marietta. Also, a
full-service office and ATM are located inside a grocery store
at Pike and Acme Streets in Marietta. A full-service office,
two Motor Banks and a ATM are operated in Belpre, Ohio.
Full-service offices with Motor Banks are located in Lowell,
Reno and Nelsonville, Ohio. A full-service branch and ATM are
located at One North Court Street in downtown Athens, Ohio. A
full-service office, Motor Bank and ATM are located at the
Athens Mall. Also, three ATMs are located on the campus of Ohio
University in Athens, Ohio. A full-service bank is located at
Middleport, Ohio. A loan production office in Newark-Granville,
Ohio, serves that immediate area in Licking County. At December
31, 1996, Peoples Bank had 226 full-time equivalent employees.
Effective at the close of business on February 28, 1997, Peoples
Bank completed the purchase of one full-service banking office
located in Baltimore, Ohio, from National City Bank of Columbus.
In the transaction, Peoples Bank assumed approximately $12.5
million in deposits. This office is located in Fairfield
County, complementing the aforementioned loan production office
located in Newark-Granville, Ohio. The Baltimore office
currently operates a full-service banking office and an ATM.
The First National Bank of Southeastern Ohio
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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, 1996, it had assets of $77.0 million, deposits of
$58.6 million, and net loans of $50.8 million. At December 31,
1996, 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 to engage
in the insurance agency business, subject to the regulations of
the Ohio Department of Insurance and the Comptroller of the
Currency. These were the first insurance agencies in Ohio
associated with a financial institution to receive licenses to
conduct a broad-based insurance business. At December 31, 1996,
the Agencies had 5 full-time equivalent employees.
Russell Federal Savings Bank
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Effective January 1, 1997, the Company completed the purchase of
Russell Federal Savings Bank ("Russell Federal") in Russell,
Kentucky, for approximately $9.25 million in cash. The Company
has continued Russell Federal's operations as a federal savings
bank subsidiary with continuity of management, officers, and
directors. At December 31, 1996, Russell Federal had total
assets of $28.0 million, deposits of $19.5 million, and
shareholders' equity of $8.0 million.
Russell Federal was originally chartered as a mutual association
in 1914. On October 6, 1994, Russell Federal converted from a
mutual association to a stock corporation. Russell Federal
serves the financial needs of customers in Greenup and Boyd
Counties, its primary market area. Its principal products
include savings accounts, time certificates of deposit and
commercial and residential real estate loans. Russell Federal
has one full-service office located on Ferry Street in the city
of Russell and serves its customers by this walk-in office and
attached Motor Bank. At December 31, 1996, Russell Federal had
6 full-time equivalent employees.
The Northwest Territory Life Insurance Company
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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, 1996, Northwest
Territory had total assets of $1.4 million and had gross premium
income of $201,000 in 1996, $244,000 in 1995 and $238,000 in
1994. 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.
Each of the Company's subsidiaries originates various types of
loans, including commercial and commercial real estate loans,
residential real estate loans, home equity lines of credit, real
estate construction loans, and consumer loans (including loans
to individuals, credit card loans, and indirect loans). In
general, the Company retains most of its originated loans and,
therefore, secondary market activity has been minimal. The
loans of each of the Company's subsidiaries are spread over a
broad range of industrial classifications. The Company believes
that its subsidiaries have no significant concentrations of
loans to borrowers engaged in the same or similar industries and
such subsidiaries do not have any loans to foreign entities.
The lending market areas served by the Company's subsidiaries
are primarily concentrated in southeastern Ohio and neighboring
areas of Kentucky and West Virginia. In addition, a loan
production office in central Ohio provides opportunities to
serve customers in that economic region.
Commercial lending entails significant additional risks as
compared with consumer lending, i.e. single-family residential
mortgage lending, installment lending, credit card loans and
indirect lending. In addition, the payment experience on
commercial loans is typically dependent on adequate cash flow of
a business and thus may be subject, to a greater extent, to
adverse conditions in the economy generally or adverse
conditions in a specific industry.
At December 31, 1996, the Company had outstanding approximately
$127.9 million in commercial loans (including commercial,
financial and agricultural loans), representing approximately
30.3% of the total aggregate loan portfolio as of that date. At
December 31, 1996, the Company's subsidiaries had not extended
credit to any one borrower in excess of its respective legal
lending limits (approximately $7.2 million, $1.5 million, and
$717,000, for Peoples Bank, First National, and Russell Federal
respectively). Loan terms include amortization schedules
commensurate with the purpose of each loan, the source of
repayment and the risk involved. Board of Director approval is
required for loans whose aggregate total debt, including the
principal amount of the proposed loan, exceeds $1 million,
$300,000, and $275,000, for Peoples Bank, Russell Federal, and
First National, respectively. The primary analysis technique
used in determining whether to grant a commercial loan is the
review of a schedule of cash flows in order to evaluate whether
anticipated future cash flows will be adequate to service both
interest and principal due. In addition, collateral is reviewed
to determine its value in relation to the loan.
Each of the Company's subsidiaries regularly evaluates all
commercial loans greater in amount than $100,000 so that
effective and prompt action can be taken where deterioration
occurs. Upon detection of a reduced ability of a borrower to
meet cash flow obligations, the loan is considered an impaired
loan and reviewed for possible downgrading or placement on
non-accrual status.
At December 31, 1996, the Company's had outstanding consumer
loans (including indirect loans and credit cards) in an
aggregate amount of approximately $109 million (approximately
25.8% of the aggregate total loan portfolio). Credit approval
for consumer loans requires demonstration of sufficiency of
income to repay principal and interest due, stability of
employment, a positive credit record and sufficient collateral
for secured loans. It is the Company's policy to adhere
strictly to all laws and regulations governing consumer lending.
A qualified compliance officer is responsible for monitoring
the Company's performance in this area and for advising and
updating loan personnel. The Company's subsidiaries make credit
life insurance and health and accident insurance available to
all qualified buyers, thus reducing their risk of loss when a
borrower's income is terminated or interrupted. It is the
policy of each of the Company's subsidiaries to review its
consumer loan portfolio monthly and to charge off loans that do
not meet that subsidiary's standards. Each subsidiary also
offers its customers credit card access through the consumer
lending department of Peoples Bank.
Consumer loans generally involve more risk as to collectibility
than mortgage loans because of the type and nature of the
collateral and, in certain instances, the absence of collateral.
As a result, consumer lending collections are dependent upon
the borrower's continued financial stability, and thus are more
likely to be adversely affected by employment loss, personal
bankruptcy, or by adverse economic conditions.
At December 31, 1996, there were approximately $185.4 million in
residential real estate, home equity lines of credit and
construction mortgages outstanding, representing 43.9% of total
loans outstanding. The Company's subsidiaries require that the
loan amount with respect to residential real estate loans be no
more than 90% of the purchase price or the appraisal value of
the real estate securing the loan, unless private mortgage
insurance is obtained by the borrower with respect to the
percentage exceeding such 90%. Loans made for each subsidiary's
portfolio in this lending category are generally one year
adjustable rate, fully amortized mortgages. The Company's
subsidiaries also generate fixed rate real estate loans and
generally retains these loans. All real estate loans are
secured by first mortgages with evidence of title in favor of
the subsidiary in the form of an attorney's opinion of the title
or a title insurance policy. The Company's subsidiaries also
require proof of hazard insurance with the appropriate
subsidiary named as the mortgagee and as the loss payee.
Licensed appraisals are required in the case of loans in excess
of $150,000.
Home equity lines of credit are generally made as second
mortgages by the Company's subsidiaries. The maximum amount of
a home equity line of credit is generally limited to 80% of the
appraised value of the property less the balance of the first
mortgage. The home equity lines of credit are written with ten
year terms but are subject to review. A variable interest rate
is generally charged on the home equity lines of credit.
Construction financing is generally considered to involve a
higher degree of risk of loss than long-term financing on
improved, occupied real estate. Risk of loss on a construction
loan is dependent largely upon the accuracy of the initial
estimate of the property's value at completion of construction
and the estimated cost (including interest) of construction. If
the estimate of construction cost proves to be inaccurate, the
Company's subsidiary making the loan may be required to advance
funds beyond the amount originally committed to permit
completion of the project. At December 31, 1996, the Company
had approximately $9.9 million in real estate construction
loans, representing approximately 2.3% of the Company's total
loan portfolio.
Competition
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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 provide several
insurance product options to consumers, including traditional
life insurance, as well as investments in mutual funds, variable
and fixed annuities and securities. The Company intends to
provide property and casualty insurance products through
Northwest Territory Property & Casualty Insurance Agency, Inc.
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
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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.
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. 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. In addition, any savings association acquired by
a bank holding company must conform its activities to those
permissible for a bank holding company under the Bank Holding
Company Act.
The Company is also a savings and loan holding company due to
its ownership of Russell Federal. However, since the Company is
a bank holding company regulated by the Federal Reserve Board,
it is not subject to any separate regulation as a savings and
loan holding company. Transactions between a savings
association subsidiary of a savings and loan holding company and
an affiliate thereof are subject to the same restrictions
imposed by the Federal Reserve Act on subsidiary banks of a bank
holding company.
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 or
savings and loan 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 savings and loan 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.
As a federally chartered savings bank, Russell Federal is
subject to broad federal regulation and oversight extending to
all its operations. As member of the FHLB of Cincinnati, it is
subject to certain limited regulation by the Federal Reserve
Board. Russell Federal's deposits are insured by the FDIC,
which exercises regulatory and examination authority. Russell
Federal is also subject to regulation, supervision, and
examination by the Office of Thrift Supervision ("OTS"). The
enforcement authority of the OTS includes, among other things,
the ability to assess civil money penalties, to issue
cease-and-desist of removal orders and to initiate injunctive
actions. In general, these enforcement actions may be initiated
for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for
enforcement action, including misleading of untimely reports
filed with the OTS. Except under certain circumstances, public
disclosure of final enforcement actions by the OTS is required.
Various requirements and restrictions under the laws of the
United States and the State of Ohio affect the operations of
Peoples Bank, First National Bank, and Russell Federal,
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 OTS has established capital standards, including a tangible
capital requirement, a leverage ratio (or core capital)
requirement and risk-based capital requirement applicable to
savings associations such as Russell Federal. The framework
provided by the OTS to define capital and calculate
risk-weighted assets is much the same as the framework provided
by the Federal Reserve Board for bank holding companies and for
state member banks, such as Peoples Bank and First National
Bank. These capital requirements must be generally as stringent
as the comparable capital requirements for national banks. The
capital regulations require tangible capital of at least 1.5% of
adjusted total assets (as defined by regulation). Tangible
capital generally includes common stockholders' equity and
retained income and certain noncumulative perpetual preferred
stock and related income. The capital standards also require
core capital equal at least 3% of adjusted total assets. Core
capital generally consists of tangible capital plus certain
intangible assets, including a limited amount of purchased
credit card relationships. The OTS risk-based requirement
requires saving associations to have total capital of at least
8% of risk-weighted assets. Total capital consists of core
capital and supplementary capital. Supplementary capital
consists of certain permanent and maturing capital instruments
that do not qualify as core capital and general valuation loan
and lease loss allowances up to a maximum of 1.25% of
risk-weighted assets. Supplementary capital may be used to
satisfy the risk-based requirement only to the extent of core
capital. The OTS is also authorized to require a savings
association to maintain an additional amount of total capital to
account for concentration of credit risk and the risk of
non-traditional activities.
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 and savings associations. 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, First National Bank and Russell Federal 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. Russell Federal may make capital
distributions during any calendar year equal to the greater of
100% of net income for the year-to-date plus 50% of the amount
by which the lesser of the bank's tangible, core of risk-based
capital exceeds its capital requirement for such capital
component, as measured at the beginning of the calendar year, or
75% of its net income for the most recent four quarter period.
If the current minimum capital requirements following a proposed
capital distribution are not met, Russell Federal must obtain
prior approval from the OTS. 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.
Prior to the enactment of the Small Business Jobs Protection Act
(the "1996 Act") which was signed into law on August 21, 1996,
earnings appropriated to bad debt reserves and deducted for
federal income tax purposes could not be used by Russell Federal
to pay cash dividends to the Company without the payment of
federal income taxes by the Company at the then current income
tax rate on the amount deemed distributed, which would include
the amount of any federal income taxes attributable to the
distribution. As a result of modifications enacted in the 1996
Act, pre-1988 bad debt reserves which are not otherwise
recaptured as discussed below, may be recaptured if they are
used for payment of cash dividends or other distributions to a
shareholder. Thus, any dividends to the Company that would
reduce amounts appropriated to Russell Federal's pre-1988 bad
debt reserves and deducted for federal income tax purposes could
create a significant tax liability for Russell Federal. The
impact of this regulation is insignificant to the Company.
However, the Company intends to make full use of the favorable
tax treatment afforded to Russell Federal and the Company does
not contemplate any distribution by Russell Federal in a manner
which would create the above-mentioned federal tax liabilities.
The FDIC is authorized to establish separate annual assessment
rates for deposit insurance for members of the Bank Insurance
Fund ("BIF") and of the Savings Association Insurance Fund
("SAIF"). Peoples Bank and First National Bank are members of
the BIF. Russell Federal is a member of the SAIF. The FDIC may
increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to its
target level within a reasonable time and may decrease such
rates if such target level has been met. The FDIC has
established a risk-based assessment system for both BIF and SAIF
members. Under this system, assessments may vary based on the
risk the institution poses to its deposit insurance fund. The
risk level is determined based on the institution's capital
level and the FDIC's level of supervisory concern about the
institution.
Because BIF has become fully funded, BIF assessments for
well-capitalized commercial banks were reduced to, in effect,
$2,000 per year, during 1996. Federal legislation, which became
effective September 30, 1996, provides, among other things, for
the costs of prior thrift failures to be shared by both the BIF
and the SAIF. As a result of such cost sharing, BIF assessments
for well-capitalized banks during 1997 will be $.013 per $100 in
deposits. SAIF assessments for well-capitalized institutions in
1997 will be $.064 per $100 in deposits. Based upon their
respective level of deposits at December 31, 1996, the projected
BIF assessment for the Company's banking subsidiaries would
aggregate approximately $67,000 in 1997. The projected SAIF
assessment for Russell Federal would total approximately $12,000
in 1997.
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 business of commercial banks and savings associations 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 and savings association deposits.
These policies and regulations significantly affect the overall
growth and distribution of bank and savings association 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
and savings associations 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, 1996 (the "Company's 1996
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 39 through 51 and 16 through 33,
respectively, of the Company's 1996 Annual Report.
Average Balances and Analysis of Net Interest Income:
Please refer to page 35 of the Company's 1996 Annual Report.
Rate Volume Analysis:
Please refer to page 36 of the Company's 1996 Annual Report.
Loan Maturities:
Please refer to page 36 of the Company's 1996 Annual Report.
Average Deposits:
Please refer to page 35 of the Company's 1996 Annual Report.
Maturities Schedule of Large Certificates of Deposit:
Please refer to page 36 of the Company's 1996 Annual Report.
Loan Portfolio Analysis:
Please refer to pages 37 and 38 of the Company's 1996 Annual Report.
Securities Analysis:
Please refer to pages 22 through 24 and page 48 of the
Company's 1996 Annual Report.
Return Ratios:
Please refer to page 13 of the Company's 1996 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.
Other Washington County offices for Peoples Bank include
property owned at Second and Scammel Streets in downtown
Marietta on which an additional Motor Bank exists. Peoples Bank
also leases land in the Frontier Shopping Center near downtown
Marietta on which a full-service branch is located. In
addition, Peoples Bank leases its other full-service branch
located inside a supermarket in Washington Center near downtown
Marietta. In Belpre, Peoples Bank owns a full-service branch at
1902 Washington Boulevard and a nearby Motor Bank. Peoples Bank
also owns a full-service branch in Lowell, Ohio, and a Motor
Bank in Reno, Ohio.
In Athens County, Peoples Bank also owns a two-story, block
building on the Public Square in Nelsonville, Ohio, and an
additional Motor Bank in Nelsonville. In addition, Peoples Bank
owns 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 branch office located
in The Plains is operated under a lease which expires in June,
2001.
In Meigs County, Peoples Bank owns full-service offices in
Middleport and Rutland, Ohio. Peoples Bank also owns
full-service and nearby Motor Banks in Gallipolis and Pomeroy,
Ohio.
Peoples Bank's loan production office in Newark-Granville is
also leased. The Company owns the land and building on which
the newly acquired Baltimore branch (as of March 1, 1997) is
located.
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.
Russell Federal owns a two-story brick office building with
adjoining land and parking lot at 404 Ferry Street in Russell,
Kentucky, as well as adjacent property located at 408 Ferry
Street.
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 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 14 and 15 of the Company's 1996 Annual
Report, which are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
- ---------------------------------
The table of Selected Financial Data on page 13 of the Company's
1996 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
- ----------------------------------------------------------
Please refer to pages 39 through 51 of the Company's 1996 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 16 through 33 of the
Company's 1996 Annual Report, and the Report of Ernst & Young
LLP included therein at page 34 are incorporated herein by
reference. Following is an index to the financial statements
included in the Company's 1996 Annual Report:
1996
Annual
Report
Financial Statements: Pages
- --------------------- ------
Peoples Bancorp Inc. and Subsidiaries:
Report of Independent Auditors (Ernst & Young L.L.P.) 34
Consolidated Balance Sheets as of December 31, 1996 and 1995 16
Consolidated Statements of Income for each of the
Three Years Ended December 31, 1996 17
Consolidated Statements of Stockholders' Equity for each
of the Three Years Ended December 31, 1996 18
Consolidated Statements of Cash Flows for each of the
Three Years Ended December 31, 1996 19
Notes to the Consolidated Financial Statements 20-33
Peoples Bancorp Inc.: (Parent Company Only Financial
Statements are included in Note 16 of the Notes to the
Consolidated Financial Statements) 32-33
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 10,
1997, which section is expressly incorporated by reference.
Other Executive Officers are Carol A. Schneeberger (40), Vice
President/Operations; Rolland B. Swart (58), Vice
President/Business Development; John (Jack) W. Conlon (51),
Chief Financial Officer; Jeffrey D. Welch (42), Treasurer; and
RobRoy Walters (38), 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 as Controller in July, 1995. In
January, 1997, Mr. Walters was named President and Chief
Executive Officer of Russell Federal and effective March 31,
1997, resigned as Controller for Peoples Bank, a position he had
held since January, 1993. Prior thereto, Mr. Walters was
Assistant Controller for Peoples Bank 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 14, respectively, of
the Company's definitive Proxy Statement relating to the
Company's Annual Meeting of Shareholders to be held April 10,
1997, which are expressly incorporated herein 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 10, 1997, 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 10, 1997, which section is
expressly incorporated herein 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 10,
1997, which section is expressly incorporated herein by
reference.
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
17.
(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 17. 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 by
Agreement dated November 16, reference to Exhibit
1976 between Robert E. Evans 6(g) to Registration
and The Peoples Banking and Statement No. 2-68524
Trust Company, as amended on Form S-14 of
March 13, 1979. of Peoples Delaware,
the Company's
predecessor.
10(b) Peoples Bancorp Inc. Incorporated herein by
Retirement Savings Plan. reference to Exhibit
(Amended and Restated 10(b) of the Company's
Effective January 1, 1996.) Annual Report on Form
10-K for fiscal year
ended December 31, 1995
(File No. 0-16772)
10(d) Peoples Bancorp Inc. Incorporated herein by
Retirement Plan and Trust. reference to Exhibit
(Amended and Restated 10(d) of the Company's
Effective January 1, 1989.) Annual Report on Form
10-K for fiscal year
ended December 31, 1995
(File No. 0-16772)
10(e) Summary of the Incentive Incorporated herein by
Bonus Plan of Peoples reference to Exhibit
Bancorp Inc. effective for 10(f) of Peoples
calendar year ended Delaware's Annual Report
December 31, 1996. on Form 10-K for fiscal
year ended December 31,
1992 (File No. 0-16772).
10(f) Summary of the Performance Page 64.
Compensation Plan of
Peoples Bancorp Inc.
effective for calendar
year beginning
January 1, 1997.
10(g) Peoples Bancorp Inc. Incorporated herein by
Amended and Restated reference to Exhibit 4
1993 Stock Option Plan. of the Company's
Registration Statement
on Form S-8 filed
August 25, 1993
(Registration Statement
No. 33-67878).
10(h) Form of Stock Option Incorporated herein by
Agreement used in reference to Exhibit
connection with grant of 10(g) of the Company's
non-qualified stock options Annual Report on Form
under Peoples Bancorp Inc. 10-K for fiscal year
Amended and Restated 1993 ended December 31, 1995.
Stock Option Plan. (File No. 0-16772)
10(i) Form of Stock Option Incorporated herein by
Agreement dated May 20, reference to Exhibit
1993, used in connection 10(h) of the Company's
with grant of incentive Annual Report on Form
stock options under 10-K for fiscal year
Peoples Bancorp Inc. ended December 31, 1995.
Amended and Restated (File No. 0-16772)
1993 Stock Option Plan.
10(j) Form of Stock Option Incorporated herein by
Agreement dated November reference to Exhibit
10, 1994, used in 10(i) of the Company's
connection with grant of Annual Report on Form
incentive stock options 10-K for fiscal year
under Peoples Bancorp ended December 31, 1995.
Inc. Amended and Restated (File No. 0-16772)
1993 Stock Option Plan.
10(k) Peoples Bancorp Inc. Incorporated herein by
1995 Stock Option Plan. reference to Exhibit 4
of the Company's Form
S-8 filed May 24, 1995
(Registration
Statement No. 33-59569).
10(l) Form of Stock Option Incorporated herein by
agreement used in reference to Exhibit
connection with grant of 10(k) of the Company's
non-qualified stock Annual Report on Form
options to non-employee 10-K for fiscal year
directors of the Company ended December 31, 1995.
under Peoples Bancorp Inc. (File No. 0-16772)
1995 Stock Option Plan.
10(m) Form of Stock Option Incorporated herein by
agreement used in reference to Exhibit
connection with grant of 10(l) of the Company's
non-qualified stock Annual Report on Form
options to non-employee 10-K for fiscal year
directors of the Company's ended December 31, 1995.
subsidiaries under (File No. 0-16772)
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, 1996.
(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 17.
(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 27, 1997 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 Executive March 27, 1997
Robert E. Evans Officer and Director
Director March 27, 1997
Dennis D. Blauser
/s/ GEORGE W. BROUGHTON Director March 27, 1997
George W. Broughton
/s/ WILFORD D. DIMIT Director March 27, 1997
Wilford D. Dimit
/s/ BARTON S. HOLL Director March 27, 1997
Barton S. Holl
Director March 27, 1997
Rex E. Maiden
/s/ NORMAN J. MURRAY Director March 27, 1997
Norman J. Murray
/s/ JAMES B. STOWE Director March 27, 1997
James B. Stowe
/s/ PAUL T. THEISEN Director March 27, 1997
Paul T. Theisen
/S/ THOMAS C. VADAKIN Director March 27, 1997
Thomas C. Vadakin
/S/ JOSEPH H. WESEL Chairman of the Board March 27, 1997
Joseph H. Wesel and Director
/s/ JEFFREY D. WELCH Treasurer (Principal March 27, 1997
Jeffrey D. Welch Accounting Officer)
/s/ JOHN W. CONLON Chief Financial Officer March 27, 1997
John W. Conlon
PEOPLES BANCORP INC.
INDEX TO FINANCIAL STATEMENTS
1996
Annual
Report
Financial Statements: Pages
- --------------------- ------
Peoples Bancorp Inc. and Subsidiaries:
Report of Independent Auditors (Ernst & Young L.L.P.) 34
Consolidated Balance Sheets as of December 31, 1996 and 1995 16
Consolidated Statements of Income for each of the
Three Years Ended December 31, 1996 17
Consolidated Statements of Stockholders' Equity for each
of the Three Years Ended December 31, 1996 18
Consolidated Statements of Cash Flows for each of the
Three Years Ended December 31, 1996 19
Notes to the Consolidated Financial Statements 20-33
Peoples Bancorp Inc.: (Parent Company Only Financial
Statements are included in Note 16 of the Notes to the
Consolidated Financial Statements) 32-33
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, 1996
Exhibit No. Description Exhibit Location
- ----------- ---------------------------- -------------------------------
2 (a) Office Purchase and Incorporated herein by
Assumption Agreement between reference to Exhibit 2
Peoples Bank and Bank One, of the Company's Annual
Athens, N.A., dated Report on Form 10-K for
December 14, 1995. fiscal year ended December
31, 1995 (File No. 0-16772).
2 (b) Agreement and Plan of Merger Pages 20 to 55.
and Reorganization by
Peoples Bancorp Inc. and
Russell Federal Savings Bank,
dated August 19, 1996.
3 (a) Amended Articles of Incorporated herein by
Incorporation of Peoples reference to Exhibit 3(a)
Bancorp Inc. to the Company's
Registration Statement on
Form 8-B filed July 20, 1993
(File No. 0-16772).
3 (b) Regulations of Peoples Incorporated herein by
Bancorp Inc. 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 Incorporated herein by
Agreement dated November 16, reference to Exhibit
1976 between Robert E. Evans 6(g) to Registration
and The Peoples Banking and Statement No. 2-68524
Trust Company, as amended on Form S-14 of
March 13, 1979. of Peoples Delaware,
the Company's
predecessor.
10(b) Peoples Bancorp Inc. Incorporated herein by
Retirement Savings Plan. reference to Exhibit
(Amended and Restated 10(b) of the Company's
Effective January 1, 1996.) Annual Report on Form
10-K for fiscal year
ended December 31, 1995
(File No. 0-16772)
10 (c) Original Term Note dated Pages 56 to 63.
January 2, 1997, Addendum to
Term Note dated January 7,
1997, and revised Addendum
to Term Note dated February
7, 1997, between the Company
and Fifth Third Bank.
10(d) Peoples Bancorp Inc. Incorporated herein by
Retirement Plan and Trust. reference to Exhibit
(Amended and Restated 10(d) of the Company's
Effective January 1, 1989.) Annual Report on Form
10-K for fiscal year
ended December 31, 1995
(File No. 0-16772)
10(e) Summary of the Incentive Incorporated herein by
Bonus Plan of Peoples reference to Exhibit
Bancorp Inc. effective for 10(f) of Peoples
calendar year ended Delaware's Annual Report
December 31, 1996. on Form 10-K for fiscal
year ended December 31,
1992 (File No. 0-16772).
10(f) Summary of the Performance Page 64.
Compensation Plan of
Peoples Bancorp Inc.
effective for calendar
year beginning
January 1, 1997.
10(g) Peoples Bancorp Inc. Incorporated herein by
Amended and Restated reference to Exhibit 4
1993 Stock Option Plan. of the Company's
Registration Statement
on Form S-8 filed
August 25, 1993
(Registration Statement
No. 33-67878).
10(h) Form of Stock Option Incorporated herein by
Agreement used in reference to Exhibit
connection with grant of 10(g) of the Company's
non-qualified stock options Annual Report on Form
under Peoples Bancorp Inc. 10-K for fiscal year
Amended and Restated 1993 ended December 31, 1995.
Stock Option Plan. (File No. 0-16772)
10(i) Form of Stock Option Incorporated herein by
Agreement dated May 20, reference to Exhibit
1993, used in connection 10(h) of the Company's
with grant of incentive Annual Report on Form
stock options under 10-K for fiscal year
Peoples Bancorp Inc. ended December 31, 1995.
Amended and Restated (File No. 0-16772)
1993 Stock Option Plan.
10(j) Form of Stock Option Incorporated herein by
Agreement dated November reference to Exhibit
10, 1994, used in 10(i) of the Company's
connection with grant of Annual Report on Form
incentive stock options 10-K for fiscal year
under Peoples Bancorp ended December 31, 1995.
Inc. Amended and Restated (File No. 0-16772)
1993 Stock Option Plan.
10(k) Peoples Bancorp Inc. Incorporated herein by
1995 Stock Option Plan. reference to Exhibit 4
of the Company's Form
S-8 filed May 24, 1995
(Registration
Statement No. 33-59569).
10(l) Form of Stock Option Incorporated herein by
agreement used in reference to Exhibit
connection with grant of 10(k) of the Company's
non-qualified stock Annual Report on Form
options to non-employee 10-K for fiscal year
directors of the Company ended December 31, 1995.
under Peoples Bancorp Inc. (File No. 0-16772)
1995 Stock Option Plan.
10(m) Form of Stock Option Incorporated herein by
agreement used in reference to Exhibit
connection with grant of 10(l) of the Company's
non-qualified stock Annual Report on Form
options to non-employee 10-K for fiscal year
directors of the Company's ended December 31, 1995.
subsidiaries under (File No. 0-16772)
Peoples Bancorp Inc.
1995 Stock Option Plan.
11 Computation of Earnings Page 65.
Per Share.
12 Statements of Computation Page 66.
of Ratios.
13 Peoples Bancorp Inc. Annual Page 67 through 125
Report to Shareholders for
the fiscal year ended
December 31, 1996 (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 Page 126.
Bancorp Inc.
23 (a) Consent of Independent Page 127.
Auditors - Ernst & Young LLP.
23 (b) Consent of Independent Page 128.
Accountants - Coopers &
Lybrand L.L.P.
27 Financial Data Schedule. Page 129.
99 Report of Independent Page 130.
Accountants - Coopers &
Lybrand L.L.P.