Ohio
|
6021
|
31-0987416
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(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
Susan B. Zaunbrecher, Esq.
Dinsmore & Shohl LLP
First Financial Center
255 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202
Phone: (513) 977-8171
|
|
Douglas Scott Morgan, Esq.
Morgan Law.co
784 Marburn Drive
Columbus, Ohio 43214
Phone: (614) 929-5466
|
o
Large accelerated filer
|
o
Non-accelerated filer (do not check if smaller reporting company)
|
x
Accelerated filer
|
o
Smaller reporting company
|
o
|
Exchange Act Rule 13e-4(i)(Cross-Border Tender Offer)
|
Title of each class of
securities to be registered
|
Amount to be
registered (1)
|
Proposed maximum
offering price per share
|
Proposed maximum
aggregate offering price (2)
|
Amount of registration fee
|
||
|
|
|
|
|
||
Common Shares, no par value
|
1,400,000
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N/A
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$30,649,991
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$3,947.71
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(1)
|
Represents an estimate of the maximum number of shares of common shares, no par value per share, of Peoples Bancorp Inc. that Registrant anticipates issuing in connection with the proposed merger to which this registration statement relates.
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(2)
|
Pursuant to Rule 457(c) and (f)(3) under the Securities Act, and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as (A) the product of (i) $106.00, the average of the bid and ask prices per share of Ohio Heritage Bancorp, Inc. common stock as reported on the OTCQB on June13, 2014, the latest practicable date prior to the date of filing of this registration statement, and (ii) 342,458, the estimated maximum number of shares of common stock of Ohio Heritage Bancorp, Inc. that may be exchanged in the merger, minus (B) $5,650,557, the estimated aggregate amount of cash to be paid by Peoples Bancorp Inc. in the proposed merger.
|
•
|
15%, or $16.50 per Ohio Heritage common share, will be paid in cash, and
|
•
|
85%, or $93.50 per Ohio Heritage common share, will be paid in Peoples’ common shares (the number of which will be determined based upon the volume average-weighted closing sale price of Peoples’ common shares for the 20 consecutive trading days prior to the effective date of the Merger (the "Share Exchange Ratio")).
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|
Sincerely,
|
|
/s/ W. RICHARD BAKER
|
|
W. Richard Baker
|
|
Chairman
|
|
Ohio Heritage Bancorp, Inc.
|
|
By Order of the Board of Directors,
|
|
/s/ W. RICHARD BAKER
|
|
W. Richard Baker
|
|
Chairman
|
June 30, 2014
|
Ohio Heritage Bancorp, Inc.
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
|
1
|
|
|
|
|
|
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SUMMARY
|
5
|
|
|
|
|
|
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR PEOPLES
|
10
|
|
|
|
|
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UNAUDITED COMPARATIVE PER SHARE DATA
|
13
|
|
|
|
|
|
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MARKET PRICE AND DIVIDEND INFORMATION
|
14
|
|
|
|
|
|
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RISK FACTORS
|
15
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|
|
|
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FORWARD-LOOKING STATEMENTS
|
18
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|
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|
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THE SPECIAL MEETING OF SHAREHOLDERS OF OHIO HERITAGE
|
20
|
|
|
|
|
|
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Time, Date and Place
|
20
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Matters to be Considered
|
20
|
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Record Date; Shares Outstanding and Entitled to Vote
|
20
|
|
|
Votes Required; Quorum
|
20
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|
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Solicitation and Revocation of Proxies
|
21
|
|
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|
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DISSENTERS’ RIGHTS
|
21
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|
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THE MERGER
|
22
|
|
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The Proposed Merger
|
22
|
|
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Ohio Heritage’s Background and Reasons for the Merger
|
22
|
|
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Recommendation of the Ohio Heritage Board of Directors
|
25
|
|
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Peoples’ Reasons for the Merger
|
25
|
|
|
Opinion of Ohio Heritage’s Financial Advisor
|
26
|
|
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Regulatory Approvals Required
|
34
|
|
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Interests of Ohio Heritage Directors and Officers in the Merger
|
34
|
|
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Material U.S. Federal Income Tax Consequences of the Merger
|
35
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|
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Accounting Treatment
|
39
|
|
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Resale of Peoples’ Common Shares
|
39
|
|
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Employee Matters
|
39
|
|
|
|
|
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ADJOURNMENT OF THE OHIO HERITAGE SPECIAL MEETING
|
40
|
|
|
|
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||
THE MERGER AGREEMENT
|
40
|
|
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|
|
|
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The Merger and Subsidiary Bank Merger
|
40
|
|
|
Effective Time
|
40
|
|
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Merger Consideration
|
40
|
|
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Surrender of Certificates
|
41
|
|
|
Indemnification and Directors’ and Officers’ Liability Insurance
|
41
|
|
|
NASDAQ Stock Listing
|
41
|
|
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Conditions to Consummation of the Merger
|
41
|
|
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Representations and Warranties
|
43
|
|
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Ohio Heritage’s Conduct of Business Pending the Merger
|
44
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|
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Sale of Subsidiary Title Company
|
46
|
|
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Expenses of the Merger
|
46
|
|
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Termination of the Merger Agreement
|
46
|
|
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Voting Agreements
|
47
|
|
|
Acquisition Proposals and Termination Fee
|
47
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|
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Amendment
|
47
|
|
|
|
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COMPARISON OF CERTAIN RIGHTS OF OHIO HERITAGE AND PEOPLES SHAREHOLDERS
|
48
|
|
|
|
|
|
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF OHIO HERITAGE
|
50
|
|
|
|
|
|
|
EXPERTS
|
50
|
|
|
|
|
|
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LEGAL MATTERS
|
51
|
|
|
|
|
|
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
51
|
|
ANNEX A
|
Agreement and Plan of Merger
|
A-1
|
|
|
|
ANNEX B
|
Dissenters’ Rights Under Section 1701.85 of the Ohio General Corporation Law
|
B-1
|
|
|
|
ANNEX C
|
Opinion of GBQ Consulting, LLC
|
C-1
|
A:
|
You are receiving this proxy statement/prospectus because Peoples Bancorp Inc. (“Peoples”) and Ohio Heritage Bancorp, Inc. (“Ohio Heritage”) have entered into an Agreement and Plan of Merger dated as of April 4, 2014 (the “Merger Agreement”), attached to this proxy statement/prospectus as
Annex A
, pursuant to which Ohio Heritage will be merged with and into Peoples (the “Merger”). Immediately following the Merger, Ohio Heritage Bank, an Ohio-chartered savings bank and a wholly- owned subsidiary of Ohio Heritage (“Ohio Heritage Bank”), will merge with and into Peoples Bank, National Association, a national banking association and wholly owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank being the surviving entity, which transaction is referred to as the “subsidiary bank merger.” The Merger Agreement must be adopted and approved by the holders of at least 80% of the Ohio Heritage common shares outstanding and entitled to vote at the special meeting, in accordance with Section 1701.78 of the Ohio General Corporation Law and Ohio Heritage’s Articles of Incorporation.
|
Q:
|
Why are Peoples and Ohio Heritage proposing to merge?
|
A:
|
Ohio Heritage believes that the Merger is in the best interests of its shareholders and other constituencies because, among other reasons, the merger consideration will provide enhanced value and increased liquidity to Ohio Heritage shareholders. Furthermore, as a result of the Merger, Ohio Heritage will become part of a larger banking institution improving its ability to compete with larger financial institutions and better serve its customers’ needs while maintaining the community bank philosophy that both institutions currently share.
|
Q:
|
What will Ohio Heritage shareholders receive in the merger?
|
A:
|
Under the terms of the Merger Agreement, shareholders of Ohio Heritage will be entitled to receive, after the Merger is completed, merger consideration equal to $110.00 per Ohio Heritage common share, payable in the form of a combination of cash and Peoples' common shares to be calculated as set forth in the Merger Agreement. Such per share merger consideration will be paid as follows:
|
•
|
15%, or $16.50 per Ohio Heritage common share, will be paid in cash, and
|
•
|
85%, or $93.50 per Ohio Heritage common share, will be paid in Peoples’ common shares (the number of which will be determined based upon the volume average-weighted closing sale price of Peoples’ common shares for the 20 consecutive trading days prior to the effective date of the Merger (the "Share Exchange Ratio")).
|
Q:
|
Can I make an election to select the form of merger consideration I desire to receive?
|
A:
|
No. Each Ohio Heritage common share will receive the same combination of cash and Peoples common shares if the Merger closes.
|
Q:
|
Does Ohio Heritage anticipate paying any dividends prior to the effective date of the Merger?
|
A:
|
Yes. Under the terms of the Merger Agreement, Ohio Heritage is permitted to pay a dividend to its shareholders immediately prior to the effective date of the Merger based on an annual dividend of $1.34 per share as prorated to the effective date. Subject to compliance with applicable law, Ohio Heritage plans to pay such a dividend.
|
Q:
|
When and where will the Ohio Heritage special meeting of shareholders take place?
|
A:
|
The special meeting of shareholders of Ohio Heritage will be held at 4:30 p.m., Eastern Daylight Savings Time, on August 14, 2014, at Ohio Heritage Bank’s main office at 200 Main Street, Coshocton, Ohio 43812.
|
Q:
|
What matters will be considered at the Ohio Heritage special meeting?
|
A:
|
The shareholders of Ohio Heritage will be asked to (1) vote to adopt and approve the Merger Agreement; (2) vote to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and (3) vote on any other business which properly comes before the special meeting.
|
Q:
|
Is my vote needed to adopt and approve the Merger Agreement?
|
A:
|
The adoption and approval of the Merger Agreement by the shareholders of Ohio Heritage requires the affirmative vote of the holders of at least 80% of the Ohio Heritage common shares outstanding and entitled to vote at the special meeting. The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. The affirmative vote of the holders of a majority of the Ohio Heritage common shares represented, in person or proxy, at the special meeting is required to adjourn the special meeting.
|
Q:
|
How do I vote?
|
A:
|
If you were the record holder of Ohio Heritage common shares as of June 30, 2014, you may vote in person by attending the special meeting or, to ensure that your Ohio Heritage common shares are represented at the special meeting, you may vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided.
|
Q:
|
What will happen if I fail to vote or abstain from voting?
|
A:
|
If you fail to vote or if you mark “
ABSTAIN
” on your proxy card with respect to the proposal to adopt and approve the Merger Agreement, it will have the same effect as a vote “
AGAINST
” the proposal.
|
Q:
|
How will my shares be voted if I return a blank proxy card?
|
A:
|
If you sign, date and return your proxy card and do not indicate how you want your Ohio Heritage common shares to be voted, then your shares will be voted “
FOR
” the adoption and approval of the Merger Agreement and, if necessary, “
FOR
”
the approval of the adjournment of the special meeting to solicit additional proxies
|
Q:
|
If my Ohio Heritage common shares are held in a stock brokerage account or by a bank or other nominee (in “street name”), will my broker, bank or other nominee vote my shares for me?
|
A:
|
No. You must provide your broker, bank or nominee (the record holder of your common shares) with instructions on how to vote your Ohio Heritage common shares. Please follow the voting instructions provided by your broker, bank or nominee. If you do not provide voting instructions to your broker, bank or nominee, then your Ohio Heritage common shares
will
not
be voted by your broker, bank or nominee.
|
•
|
your broker, bank or other nominee may not vote your shares on the proposal to approve the merger, which broker non-votes will have the same effect as a vote "
AGAINST
" such proposal; and
|
•
|
your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote count for such proposal.
|
Q:
|
Can I change my vote after I have submitted my proxy?
|
A:
|
Yes. You may revoke your proxy at any time before a vote is taken at the special meeting by:
|
•
|
filing a written notice of revocation with the President of Ohio Heritage, at 200 Main Street, Coshocton, Ohio 43812;
|
•
|
executing and returning another proxy card with a later date; or
|
•
|
attending the special meeting and giving notice of revocation in person.
|
Q:
|
If I do not favor the adoption and approval of the Merger Agreement, what are my rights?
|
A:
|
If you are an Ohio Heritage shareholder as of June 30, 2014, the record date, and you do not vote your shares in favor of the adoption and approval of the Merger Agreement, you will have the right under Section 1701.85 of the Ohio General Corporation Law to demand the fair cash value for your Ohio Heritage common shares. The right to make this demand is known as “dissenters’ rights.” To exercise your dissenters’ rights, you must deliver to Ohio Heritage a written demand for payment of the fair cash value of your shares before the vote on the Merger is taken at the special shareholders’ meeting. The demand for payment must include your address, the number and class of Ohio Heritage shares owned by you, and the amount you claim to be the fair cash value of the your Ohio Heritage shares. For additional information regarding dissenters’ rights, see “
DISSENTERS' RIGHTS
” on page 21 of this proxy statement/prospectus and the complete text of the applicable sections of Section 1701.85 of the Ohio General Corporation Law attached to this proxy statement/prospectus as
Annex B
.
|
Q:
|
When is the Merger expected to be completed?
|
A:
|
We are working to complete the Merger as quickly as we can. We expect to complete the Merger late in the third quarter of 2014, assuming shareholder approval and all applicable governmental approvals have been received by that date and all other conditions precedent to the Merger have been satisfied or waived.
|
Q:
|
Should I send in my Ohio Heritage stock certificates now?
|
A.
|
No. Either at the time of closing or shortly after the Merger is completed, the Exchange Agent for the Merger will send you a letter of transmittal with instructions informing you how to send in your stock certificates to the Exchange Agent. You should use the letter of transmittal to exchange your Ohio Heritage stock certificates for the merger consideration. Do not send in your stock certificates with your proxy form.
|
Q:
|
What do I need to do now?
|
A:
|
After carefully reviewing this proxy statement/prospectus, including its annexes, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible. By submitting your proxy, you authorize the individuals named in the proxy to vote your Ohio Heritage common shares at the special meeting of shareholders of Ohio Heritage in accordance with your instructions.
Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your Ohio Heritage common shares will be voted at the special meeting.
|
Q:
|
Who can answer my questions?
|
A:
|
If you have questions about the merger or desire additional copies of this proxy statement/prospectus or additional proxy cards, please contact:
|
•
|
various demand deposit accounts, savings accounts, money market accounts and certificates of deposit
|
•
|
commercial, consumer and real estate mortgage loans (both commercial and residential) and lines of credit
|
•
|
debit and ATM cards
|
•
|
corporate and personal trust services
|
•
|
safe deposit rental facilities
|
•
|
money orders and cashier’s checks
|
•
|
full range of life, health and property and casualty insurance products
|
•
|
custom-tailored fiduciary and wealth management services
|
•
|
15%, or $16.50 per Ohio Heritage common share, will be paid in cash, and
|
•
|
85%, or $93.50 per Ohio Heritage common share, will be paid in Peoples’ common shares (the number of which will be determined based upon the volume average-weighted closing sale price of Peoples’ common shares for the 20 consecutive trading days prior to the effective date of the Merger (the Share Exchange Ratio")).
|
•
|
a proposal to adopt and approve the Merger Agreement;
|
•
|
a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and
|
•
|
any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Ohio Heritage board of directors is presently unaware of any other business to be transacted at the special meeting.
|
•
|
potential retention payments to be paid by Ohio Heritage to some executive officers and other employees of Ohio Heritage and Ohio Heritage Bank who are needed to assist with the integration of operations;
|
•
|
continued indemnification and continued insurance for directors and officers of Ohio Heritage for events occurring before the Merger; and
|
•
|
upon the consummation of the Merger, lump sum payments to be paid to certain directors, executive officers and other key employees pursuant to salary continuation agreements and/or supplemental retirement agreements.
|
•
|
if any of the required regulatory approvals is denied;
|
•
|
if the Ohio Heritage shareholders do not adopt and approve the Merger Agreement at the Ohio Heritage special shareholder meeting;
|
•
|
if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement that cannot be or has not been cured within 30 days of notice of the breach; or
|
•
|
if the merger has not been consummated by October 31, 2014, unless the failure to complete the merger by that date is due to the knowing action or inaction of the party seeking to terminate.
|
|
Three Months Ended March 31,
|
|
At or For the Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
2013
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Total interest income
|
$
|
18,152
|
|
$
|
16,066
|
|
|
$
|
67,071
|
|
$
|
69,470
|
|
$
|
75,133
|
|
$
|
89,335
|
|
$
|
102,105
|
|
Total interest expense
|
2,672
|
|
3,091
|
|
|
11,686
|
|
14,995
|
|
21,154
|
|
29,433
|
|
40,262
|
|
|||||||
Net interest income
|
15,480
|
|
12,975
|
|
|
55,385
|
|
54,475
|
|
53,979
|
|
59,902
|
|
61,843
|
|
|||||||
(Recovery of) provision for loan losses
|
8
|
|
(1,065
|
)
|
|
(4,410
|
)
|
(4,716
|
)
|
7,998
|
|
26,916
|
|
25,721
|
|
|||||||
Net impairment losses on investment securities
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(1,786
|
)
|
(7,707
|
)
|
|||||||
Net gain (loss) on investment securities and other transactions
|
(19
|
)
|
413
|
|
|
334
|
|
(778
|
)
|
(443
|
)
|
(39
|
)
|
1,343
|
|
|||||||
Total non-interest income
|
10,276
|
|
9,485
|
|
|
37,220
|
|
34,971
|
|
32,944
|
|
31,634
|
|
32,050
|
|
|||||||
FDIC insurance expense
|
260
|
|
280
|
|
|
1,036
|
|
1,002
|
|
1,867
|
|
2,470
|
|
3,442
|
|
|||||||
Other expense
|
18,557
|
|
15,905
|
|
|
67,229
|
|
62,472
|
|
59,464
|
|
54,572
|
|
55,240
|
|
|||||||
Preferred dividends
(a)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,343
|
|
2,052
|
|
1,876
|
|
|||||||
Net income available to common shareholders
|
$
|
4,783
|
|
$
|
5,022
|
|
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
11,212
|
|
$
|
3,529
|
|
$
|
2,314
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment securities
|
$
|
662,199
|
|
$
|
675,836
|
|
|
$
|
680,526
|
|
$
|
709,085
|
|
$
|
669,228
|
|
$
|
641,307
|
|
$
|
751,866
|
|
Loans, net of deferred fees and costs
|
1,226,506
|
|
980,518
|
|
|
1,196,234
|
|
985,172
|
|
938,506
|
|
960,718
|
|
1,052,058
|
|
|||||||
Allowance for loan losses
|
16,870
|
|
17,439
|
|
|
17,065
|
|
17,811
|
|
23,717
|
|
26,766
|
|
27,257
|
|
|||||||
Total intangible assets
|
77,288
|
|
69,977
|
|
|
77,603
|
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
|||||||
Total assets
|
2,078,253
|
|
1,938,722
|
|
|
2,059,108
|
|
1,918,050
|
|
1,794,161
|
|
1,837,985
|
|
2,001,827
|
|
|||||||
Non-interest-bearing deposits
|
417,629
|
|
340,887
|
|
|
409,891
|
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
|||||||
Total retail interest-bearing deposits
|
1,170,364
|
|
1,135,391
|
|
|
1,121,826
|
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
|||||||
Brokered certificates of deposits
|
45,072
|
|
52,648
|
|
|
49,041
|
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
|||||||
Short-term borrowings
|
68,777
|
|
32,395
|
|
|
113,590
|
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
|||||||
Long-term borrowings
|
120,164
|
|
127,074
|
|
|
121,826
|
|
128,823
|
|
142,312
|
|
157,703
|
|
246,113
|
|
|||||||
Junior subordinated debentures held by subsidiary trust
|
—
|
|
—
|
|
|
—
|
|
—
|
|
22,600
|
|
22,565
|
|
22,530
|
|
|||||||
Preferred stockholders’ equity
(a)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
38,645
|
|
38,543
|
|
|||||||
Common stockholders’ equity
|
230,576
|
|
226,079
|
|
|
221,553
|
|
221,728
|
|
206,657
|
|
192,036
|
|
205,425
|
|
|||||||
Tangible assets
(b)
|
2,000,965
|
|
1,868,745
|
|
|
1,981,505
|
|
1,849,525
|
|
1,729,686
|
|
1,773,115
|
|
1,936,228
|
|
|||||||
Tangible equity
(b)
|
153,288
|
|
156,102
|
|
|
143,950
|
|
153,203
|
|
142,182
|
|
165,811
|
|
178,369
|
|
|||||||
Tangible common equity
(b)
|
$
|
153,288
|
|
$
|
156,102
|
|
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings per common share - basic
|
$
|
0.45
|
|
$
|
0.47
|
|
|
$
|
1.65
|
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
Earnings per common share - diluted
|
0.44
|
|
0.47
|
|
|
1.63
|
|
1.92
|
|
1.07
|
|
0.34
|
|
0.22
|
|
|||||||
Cash dividends declared per share
|
0.15
|
|
0.12
|
|
|
0.54
|
|
0.45
|
|
0.30
|
|
0.40
|
|
0.66
|
|
|||||||
Book value per share
(c)
|
21.63
|
|
21.39
|
|
|
20.89
|
|
21.02
|
|
19.67
|
|
18.36
|
|
19.80
|
|
|||||||
Tangible book value per share
(b) (c)
|
$
|
14.38
|
|
$
|
14.77
|
|
|
$
|
13.57
|
|
$
|
14.52
|
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
Weighted-average number of common shares outstanding - basic
|
10,636,089
|
|
10,556,261
|
|
|
10,581,222
|
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
|||||||
Weighted-average number of common shares outstanding - diluted
|
10,740,884
|
|
10,571,383
|
|
|
10,679,417
|
|
10,528,286
|
|
10,482,318
|
|
10,431,990
|
|
10,374,792
|
|
|||||||
Common shares outstanding at end of period
|
10,657,569
|
|
10,568,147
|
|
|
10,605,782
|
|
10,547,960
|
|
10,507,124
|
|
10,457,327
|
|
10,374,637
|
|
(b)
|
These amounts represent non-generally accepted accounting principles (“GAAP”) financial measures since they exclude the balance sheet impact of intangible assets acquired through acquisitions on both total stockholders’ equity and total assets. Additional information regarding the calculation of these measures can be found in "ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" of Peoples' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, under the caption "Capital/Stockholders' Equity" and “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013, under the caption “Capital/Stockholders’ Equity.”
|
(c)
|
Data presented as of the end of the period indicated.
|
(d)
|
Non-interest expense (less intangible asset amortization) as a percentage of fully tax-equivalent net interest income plus non-interest income (excluding gains or losses on investment securities, asset disposals and other transactions).
|
(e)
|
These amounts represent non-GAAP financial measures since they exclude the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in "ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" of Peoples' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, under the caption "Pre-Provision Net Revenue" and “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013, under the caption “Pre-Provision Net Revenue”.
|
(f)
|
Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.
|
|
Peoples Historical
|
Ohio Heritage Historical
|
Pro Forma Combined
|
Equivalent Pro Forma per Ohio Heritage Share
|
||||||||
Book value per share:
|
|
|
|
|
||||||||
at December 31, 2013
|
$
|
20.89
|
|
$
|
74.89
|
|
$
|
20.94
|
|
$
|
100.72
|
|
at March 31, 2014
|
$
|
21.63
|
|
$
|
76.13
|
|
$
|
21.68
|
|
$
|
104.28
|
|
|
|
|
|
|
||||||||
Cash dividends per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
0.54
|
|
$
|
1.21
|
|
$
|
0.54
|
|
$
|
2.60
|
|
Three months ended March 31, 2014
|
$
|
0.15
|
|
$
|
—
|
|
$
|
0.15
|
|
$
|
0.72
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
1.65
|
|
$
|
4.36
|
|
$
|
1.75
|
|
$
|
8.42
|
|
Three months ended March 31, 2014
|
$
|
0.45
|
|
$
|
0.88
|
|
$
|
0.48
|
|
$
|
2.28
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
1.63
|
|
$
|
4.36
|
|
$
|
1.73
|
|
$
|
8.32
|
|
Three months ended March 31, 2014
|
$
|
0.44
|
|
$
|
0.88
|
|
$
|
0.47
|
|
$
|
2.24
|
|
|
|
Peoples’
Common Shares
|
|
Ohio Heritage’s
Common Shares
|
|
Equivalent Market Value Per Ohio Heritage Common Share
|
||||||
|
|
|
|
|
|
|
|
|||||
April 3, 2014
|
|
$
|
24.76
|
|
|
$
|
40.40
|
|
|
$
|
108.11
|
|
June 13, 2014
|
|
$
|
25.69
|
|
|
$
|
106.00
|
|
|
$
|
111.55
|
|
|
Peoples’ Common Shares
|
Ohio Heritage's Common Shares*
|
||||||||||||||||
|
High
|
Low
|
Dividends
|
High
|
Low
|
Dividends
|
||||||||||||
2012
|
|
|
|
|
|
|
||||||||||||
First Quarter
|
$
|
17.84
|
|
$
|
14.59
|
|
$
|
0.11
|
|
$
|
27.95
|
|
$
|
22.00
|
$
|
—
|
|
|
Second Quarter
|
$
|
22.54
|
|
$
|
16.48
|
|
$
|
0.11
|
|
$
|
31.00
|
$
|
30.00
|
$
|
—
|
|
||
Third Quarter
|
$
|
23.93
|
|
$
|
20.22
|
|
$
|
0.11
|
|
$
|
34.00
|
$
|
31.00
|
$
|
—
|
|
||
Fourth Quarter
|
$
|
23.80
|
|
$
|
17.72
|
|
$
|
0.12
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Quarter
|
$
|
22.65
|
|
$
|
20.00
|
|
$
|
0.12
|
|
$
|
35.25
|
$
|
34.25
|
$
|
—
|
|
||
Second Quarter
|
$
|
22.34
|
|
$
|
19.30
|
|
$
|
0.14
|
|
$
|
36.25
|
$
|
34.00
|
$
|
—
|
|
||
Third Quarter
|
$
|
23.81
|
|
$
|
20.02
|
|
$
|
0.14
|
|
$
|
39.00
|
$
|
35.00
|
$
|
—
|
|
||
Fourth Quarter
|
$
|
24.00
|
|
$
|
20.11
|
|
$
|
0.14
|
|
$
|
36.50
|
$
|
36.50
|
$
|
1.21
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Quarter
|
$
|
26.10
|
|
$
|
20.29
|
|
$
|
0.15
|
|
$
|
40.40
|
$
|
36.00
|
$
|
—
|
|
||
Second Quarter
|
$
|
27.36
|
|
$
|
23.58
|
|
$
|
0.15
|
|
$
|
107.50
|
$
|
105.00
|
$
|
—
|
|
||
(through June 13, 2014)
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
15%, or $16.50 per Ohio Heritage common share, will be paid in cash, and
|
•
|
85%, or $93.50 per Ohio Heritage common share, will be paid in Peoples’ common shares (the number of which will be determined based upon the volume average-weighted closing sale price of Peoples’ common shares for the 20 consecutive trading days prior to the effective date of the Merger (the "Share Exchange Ratio")).
|
•
|
Peoples and Ohio Heritage will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;
|
•
|
under the Merger Agreement, Ohio Heritage is subject to certain restrictions regarding the conduct of its business before completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and
|
•
|
matters relating to the Merger may require substantial commitments of time and resources by Peoples and Ohio Heritage management, which could otherwise have been devoted to other opportunities that may have been beneficial to Peoples and Ohio Heritage as independent companies, as the case may be.
|
•
|
statements about the benefits of the Merger between Peoples and Ohio Heritage, including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from the Merger;
|
•
|
statements regarding plans, objectives and expectations of Peoples or Ohio Heritage or their respective management or boards of directors;
|
•
|
statements regarding future economic performance; and
|
•
|
statements regarding assumptions underlying any such statements.
|
•
|
the risk that the businesses of Peoples and Ohio Heritage will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;
|
•
|
expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame;
|
•
|
revenues or earnings following the Merger may be lower than expected;
|
•
|
deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;
|
•
|
the inability to obtain governmental approvals of the Merger on the proposed terms and schedule;
|
•
|
the failure of Ohio Heritage’s shareholders to approve the Merger;
|
•
|
local, regional, national and international economic conditions and the impact they may have on Peoples and its customers and Peoples’ assessment of that impact;
|
•
|
changes in the level of non-performing assets, delinquent loans, and charge-offs;
|
•
|
material changes in the value of Peoples’ common shares;
|
•
|
changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
|
•
|
the risk that management’s assumptions and estimates used in applying critical accounting policies prove unreliable, inaccurate or not predictive of actual results;
|
•
|
inflation, interest rate, securities market and monetary fluctuations;
|
•
|
changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;
|
•
|
competitive pressures among depository and other financial institutions may increase and have an effect on pricing, spending, third-party relationships and revenues;
|
•
|
changes in laws and regulations (including laws and regulations concerning taxes, banking and securities) with which Peoples and Ohio Heritage must comply;
|
•
|
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve;
|
•
|
legislation affecting the financial services industry as a whole, and/or Peoples and its subsidiaries, individually or collectively;
|
•
|
governmental and public policy changes;
|
•
|
Peoples ability to integrate the Midwest acquisition and any future acquisition targets, including North Akron, may be unsuccessful, or may be more difficult, time-consuming or costly than expected; and
|
•
|
the impact on Peoples’ businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.
|
•
|
a proposal to adopt and approve the Merger Agreement;
|
•
|
a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and
|
•
|
any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The board of directors of Ohio Heritage is unaware of any other business to be transacted at the special meeting.
|
•
|
filing a written notice of revocation with the President of Ohio Heritage, at 200 Main Street, Coshocton, Ohio 43812;
|
•
|
executing and returning another proxy card with a later date; or
|
•
|
attending the special meeting and giving notice of revocation in person.
|
•
|
the belief that the financial terms of the Merger are considered fair, from a financial standpoint, to the shareholders of Ohio Heritage, based upon the opinion of GBQ;
|
•
|
Ohio Heritage’s community banking orientation and its compatibility with a similar operating philosophy of Peoples and Peoples Bank;
|
•
|
the business, earnings, operations, financial condition, management, prospects, capital levels and asset quality of both Ohio Heritage and Peoples;
|
•
|
the challenges to operating a small community bank in the current economic, regulatory and technological environment;
|
•
|
Peoples’ access to capital and managerial resources relative to that of Ohio Heritage;
|
•
|
the provisions of the Merger Agreement;
|
•
|
its desire to provide shareholders with the prospect for greater future appreciation on their investments in Ohio Heritage common shares than the amount the board of directors believed that Ohio Heritage could achieve independently;
|
•
|
the greater liquidity of Peoples’ common shares;
|
•
|
pricing and other data from other similar transactions;
|
•
|
Ohio Heritage Bank’s potential to better serve its customers and enhance its competitive position in the communities in which it operates due to Peoples’ ability to offer more diverse financial products and services as a larger and more highly capitalized institution;
|
•
|
the ability for Ohio Heritage’s board to respond to an unsolicited offer from another entity and the amount and terms of the termination fee;
|
•
|
the effect of the Merger on Ohio Heritage’s employees, customers and community; and
|
•
|
the dividend accretion to Ohio Heritage shareholders who receive Peoples’ common shares in exchange for their Ohio Heritage common shares.
|
•
|
the long-term interests of Peoples and its shareholders, as well as the interests of its employees, customers, creditors and the communities in which Peoples operates.
|
•
|
the opportunity to acquire a bank with deep community banking relationships;
|
•
|
enhanced market share in Ohio with incremental high-quality, low-cost core deposits;
|
•
|
the market area in which Ohio Heritage’s offices are located is a market in which Peoples would like to expand to;
|
•
|
Peoples believes it can realize cost savings and other benefits of size and operating efficiencies;
|
•
|
Peoples believes that the Merger should assist it in maintaining its status as an independent holding company and Peoples Bank as a community bank; and
|
•
|
the size and structure of the transaction allows Peoples to maintain its strong capital position and fund the cash portion of the transaction through current operations; additionally, the merged banks will also maintain a strong capital position allowing the organization to expand within its new markets.
|
•
|
the costs associated with the regulatory approval process, the costs associated with calling a special meeting of the Ohio Heritage shareholders and other Merger related costs; and
|
•
|
the risks associated with combining the operations of Ohio Heritage with Peoples’ existing operations, including difficulty in combining corporate, accounting, financial information and information systems.
|
•
|
The opinion letter details the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by GBQ in connection with its opinion, and should be read in its entirety;
|
•
|
GBQ expressed no opinion as to the price at which Ohio Heritage’s or Peoples’ common shares would actually be trading at any time;
|
•
|
GBQ’s opinion is only to be used as one input to consider in the process of analyzing the Merger;
|
•
|
GBQ’s opinion does not address, specifically or otherwise, Ohio Heritage’s underlying business decision to engage in the Merger. Moreover, GBQ has not been engaged to recommend, and has not recommended, a transaction price, and GBQ has not participated in the Merger negotiations in any way;
|
•
|
GBQ’s opinion rendered in connection with the Merger does not constitute a recommendation to any Ohio Heritage shareholder as to how he or she should vote at the special meeting;
|
•
|
GBQ’s opinion is derived from a financial point of view only and does not cover the procedural fairness of the Merger; and
|
•
|
GBQ’s opinion does not consider the financial impact of trading restrictions that may exist on holders of Peoples common shares received as merger consideration. As such, GBQ’s analysis of Peoples common shares assumes such shares are freely-tradable without restriction.
|
•
|
All material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on Ohio Heritage, Peoples or on the anticipated benefits of the Merger;
|
•
|
Ohio Heritage and Peoples have provided all of the information that might be material to GBQ in its review; and
|
•
|
All financial projections and forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgment of the management of Ohio Heritage as to the future operating and financial performance of Ohio Heritage.
|
•
|
held discussions with certain members of senior management of the Ohio Heritage related to the Merger, Ohio Heritage’s financial condition, and other factors;
|
•
|
reviewed Ohio Heritage’s annual reports for the fiscal years ended March 31, 2010 through 2013, including Ohio Heritage’s audited financial statements for these periods, prepared by BKD LLP;
|
•
|
reviewed Ohio Heritage’s financial statements for the twelve months ended December 31, 2013, as presented in Ohio Heritage’s Form FR Y-9SP;
|
•
|
reviewed Ohio Heritage’s balance sheet as of February 28, 2014, prepared by management;
|
•
|
reviewed a draft of the Merger Agreement, dated March 21, 2014;
|
•
|
reviewed certain publicly available information related to Ohio Heritage, including information filed with the FDIC;
|
•
|
reviewed and analyzed publicly available financial information related to certain publicly traded companies that we deem sufficiently comparable to Ohio Heritage;
|
•
|
reviewed and analyzed transactions and premiums paid in the sale of controlling-interests in certain companies that we deem sufficiently comparable to Ohio Heritage;
|
•
|
reviewed Ohio Heritage’s strategic plan and 2014 budget;
|
•
|
reviewed certain publicly-available information related to Peoples, including annual reports (SEC Form 10-K), quarterly reports (SEC Form 10-Q), and other publicly-available information that we deemed relevant;
|
•
|
reviewed certain publicly-available information regarding the trading volume, pricing multiples, and trends in the price of Peoples common shares;
|
•
|
reviewed various documents, lists, and schedules prepared by Ohio Heritage management; and
|
•
|
conducted such other studies, analyses, and inquiries as we deemed necessary in arriving at our opinion, and discussed with certain members of senior management of Ohio Heritage the business, financial condition, results of operations and prospects of Ohio Heritage, including certain operating, regulatory and other financial matters.
|
Recipient
|
|
Base Change of Control Lump Sum Payment
|
|
280G Tax Gross-Up Payment
|
|
|
|
|
|
|
|
W. Richard Baker
|
$
|
384,104.00
|
$
|
|
|
Robert W. Bigrigg
|
$
|
388,278.00
|
$
|
|
|
Joseph R. Skelton
|
$
|
393,744.00
|
$
|
|
|
Robert A. Skelton
|
$
|
406,111.00
|
$
|
72,881.75
|
|
Kelly J. Fortney
|
$
|
192,751.00
|
$
|
|
|
Martin L. Merryman
|
$
|
196,872.00
|
$
|
|
|
Jennifer L. Thompson
|
$
|
389,655.00
|
$
|
|
•
|
a citizen or resident of the U.S.;
|
•
|
a corporation, or an entity treated as a corporation, created or organized in or under the laws of the U.S. or any state or political subdivision thereof;
|
•
|
a trust that (1) is subject to (A) the primary supervision of a court within the U.S. and (B) the authority of one or more U.S. persons to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or
|
•
|
an estate that is subject to U.S. federal income tax on its income regardless of its source.
|
•
|
financial institutions;
|
•
|
investors in pass-through entities;
|
•
|
insurance companies;
|
•
|
tax-exempt organization;
|
•
|
dealers in securities;
|
•
|
traders in securities that elect to use mark-to-market method of accounting;
|
•
|
persons who exercise dissenters’ rights;
|
•
|
persons that hold Ohio Heritage common shares as part of a straddle, hedge, constructive sale or conversion transaction;
|
•
|
persons that purchased or sell their Ohio Heritage common shares as part of a wash sale;
|
•
|
certain expatriates or persons that have a functional currency other than the U.S. dollar;
|
•
|
persons that are not U.S. holders; and
|
•
|
shareholders who acquired their Ohio Heritage common shares through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan.
|
•
|
15%, or $16.50 per Ohio Heritage share, will be paid in cash, and
|
•
|
85%, or $93.50 per Ohio Heritage share, will be paid in Peoples’ common shares (the number of which will be determined based upon the volume average-weighted closing sale price of Peoples’ common shares for the 20 consecutive trading days prior to the effective date of the Merger (the “Share Exchange Ratio”)).
|
•
|
the Merger Agreement must be duly adopted and approved by the requisite vote of the shareholders of Ohio Heritage;
|
•
|
all regulatory approvals required to consummate the Merger must have been obtained and remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain (i) any conditions, restrictions or requirements which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, have a material adverse effect on Peoples and its subsidiaries taken as a whole after giving effect to the consummation of the Merger, or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, be unduly burdensome. For purposes of this condition, the failure of any regulatory order applicable to Ohio Heritage or Ohio Heritage Bank to be terminated or the pendency or threat of any of certain regulatory actions against Ohio Heritage or Ohio Heritage Bank shall constitute grounds for Peoples to terminate the Merger Agreement;
|
•
|
there must not be any temporary, preliminary or permanent statute, rule, regulation, judgment, decree, injunction or other order issued by or imposed by any court or any other governmental authority, that is in effect and prohibits consummation of the transactions contemplated by the Merger Agreement; and
|
•
|
a proxy statement/prospectus must have been declared effective by the SEC and must not be subject to any stop order or any threatened stop order, and the issuance of Peoples common shares hereunder shall have been qualified in every state where such qualification is required under applicable state securities laws.
|
•
|
the representations and warranties of Peoples contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and Ohio Heritage must have received a certificate, dated as of the effective date, signed on behalf of Peoples by its chief executive officer to such effect;
|
•
|
Peoples must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and Ohio Heritage must have received a certificate, dated as of the effective date, signed on behalf of Peoples by its chief executive officer to such effect;
|
•
|
Peoples common shares to be issued in the Merger must have been authorized for listing on the NASDAQ Global Market; and
|
•
|
there must not have occurred any event, circumstance or development that has resulted in or could reasonably be expected to result in a material adverse effect on Peoples.
|
•
|
the representations and warranties of Ohio Heritage contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and Peoples must have received a certificate, dated as of the effective date, signed on behalf of Ohio Heritage by its president to such effect;
|
•
|
Ohio Heritage must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and Peoples must have received a certificate, dated as of the effective date, signed on behalf of Ohio Heritage by its president to such effect;
|
•
|
Ohio Heritage must have obtained the consent or approval of each person (other than governmental authorities) whose consent or approval is required under the Merger Agreement or under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument in connection with the Merger Agreement, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect on Peoples after the Merger;
|
•
|
Peoples must have received a statement executed on behalf of Ohio Heritage, dated as of the effective date of the Merger, that satisfies the requirements of regulations of the United States Department of Treasury (“Treasury Regulations”) Section 1.1445-2(c)(3) and complies with Treasury Regulations Section 1.897-2(h), in a form reasonably applicable to Peoples certifying that Ohio Heritage’s common shares do not represent United States real property interests within the meaning of Section 897 of the Internal Revenue Code and the Treasury Regulation promulgated thereunder;
|
•
|
the holders of not more than 10% of the outstanding Ohio Heritage’s common shares shall have perfected their dissenters’ rights under Section 1701.84 of the Ohio General Corporation Law in connection with the Merger;
|
•
|
no condemnation, eminent domain or similar proceedings are commenced or threatened in writing by any federal, state or local government authority with respect to any real estate owned by Ohio Heritage or Ohio Heritage Bank, including real estate acquired in connection with foreclosure and Ohio Heritage has complied with requirements regarding environmental testing of any property owned by Ohio Heritage or Ohio Heritage Bank as requested by Peoples in accordance with the terms of the Merger Agreement;
|
•
|
Ohio Heritage shall have procured a policy of directors’ and officers’ liability insurance in accordance with the terms of the Merger Agreement;
|
•
|
Peoples must have received a countersigned non-compete agreement from W. Richard Baker on such terms reasonably acceptable to Peoples; and
|
•
|
there must not have occurred any event, circumstance or development that has resulted in or could reasonably be expected to result in a material adverse effect on Ohio Heritage.
|
•
|
corporate organization, standing and authority;
|
•
|
capitalization;
|
•
|
subsidiaries;
|
•
|
corporate power;
|
•
|
corporate authority and enforceability of the Merger Agreement;
|
•
|
regulatory approvals;
|
•
|
accuracy of financial statements, reports and internal controls;
|
•
|
legal proceedings;
|
•
|
regulatory actions;
|
•
|
compliance with laws;
|
•
|
material contracts;
|
•
|
broker’s and finder’s fees;
|
•
|
employee benefit plans;
|
•
|
labor matters;
|
•
|
takeover laws;
|
•
|
environmental matters;
|
•
|
tax matters;
|
•
|
risk management instruments;
|
•
|
books and records;
|
•
|
insurance;
|
•
|
title to real properties and assets;
|
•
|
loans and insider transactions;
|
•
|
allowance for loan losses;
|
•
|
repurchase agreements;
|
•
|
investment portfolio;
|
•
|
deposit insurance;
|
•
|
The Bank Secrecy Act, anti-money laundering and Office of Foreign Assets Control and customer information;
|
•
|
Community Reinvestment Act;
|
•
|
related party transactions;
|
•
|
prohibited payments;
|
•
|
GBQ’s fairness opinion;
|
•
|
absence of undisclosed liabilities;
|
•
|
material adverse effect; and
|
•
|
limitation on express and implied representations and warranties.
|
•
|
corporate organization, standing and authority;
|
•
|
capitalization;
|
•
|
subsidiaries;
|
•
|
no ownership of Ohio Heritage’s common shares;
|
•
|
corporate power;
|
•
|
corporate authority and enforceability of the Merger Agreement;
|
•
|
accuracy of financial statements, reports and SEC documents;
|
•
|
regulatory matters;
|
•
|
legal proceedings;
|
•
|
compliance with laws;
|
•
|
deposit insurance;
|
•
|
SEC reports;
|
•
|
absence of undisclosed liabilities;
|
•
|
regulatory approvals;
|
•
|
broker’s and finder’s fees;
|
•
|
tax matters;
|
•
|
Peoples common shares;
|
•
|
takeover laws; and
|
•
|
limitation on express and implied representations and warranties.
|
•
|
issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Ohio Heritage’s common stock or enter into any agreement with respect to the same;
|
•
|
permit any additional shares of Ohio Heritage’s common stock to become subject to new grants of employee or director stock options or similar stock-based employee rights;
|
•
|
effect any recapitalization, reclassification, stock split, or similar change in capitalization;
|
•
|
make, declare, pay or set aside for payment any dividend or distribution on any shares of its common stock, other than dividends from Ohio Heritage Bank to Ohio Heritage and a dividend payable by Ohio Heritage to its shareholders immediately prior to the effective date of the Merger based on an annual dividend of $1.34 per share as prorated to the effective date;
|
•
|
indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its common stock;
|
•
|
enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control or similar agreements or arrangements with directors, consultants, officers or employees of Ohio Heritage or Ohio Heritage Bank;
|
•
|
hire or engage any full-time employee or consultant, other than as replacements for positions then existing;
|
•
|
grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for: (i) changes that are required by applicable law, and (ii) retention or other payments to be paid at or prior to the Effective Time by Ohio Heritage, at its discretion, to certain employees;
provided
,
however
, that the total aggregate amount of any such payments does not exceed $50,000;
|
•
|
enter into, establish, adopt, amend, modify or terminate any pension, retirement, stock option, phantom stock, stock purchase, savings, profit sharing, deferred compensation, change in control, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement or similar arrangement, with respect to any director, officer or employee of Ohio Heritage or any of its subsidiaries, except as may be required by law, as contemplated in the Merger Agreement or to renew insurance contracts;
|
•
|
sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties other than in the ordinary course of business for full and fair consideration actually received;
|
•
|
acquire (other than by way of foreclosure or acquisition of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith and in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity, except in the usual and ordinary course of operating a community bank;
|
•
|
amend the organizational documents of Ohio Heritage or of Ohio Heritage Bank, except at otherwise disclosed;
|
•
|
implement or adopt any change in its accounting principles, practices or methods other than as required by generally accepted accounting principles;
|
•
|
enter into or terminate any material contract, or amend or modify any material contract in any material respect, except in the ordinary course of business consistent with past practice;
|
•
|
settle any claim, action or proceeding, except for any claim, action or proceeding which does not involve precedent for other material claims, actions or proceedings and which involves solely money damages in an amount, individually not to exceed $25,000 or in the aggregate not to exceed $50,000 for all such settlements;
|
•
|
take any action that is intended or is reasonably likely to result in any representations or warranties in the Merger Agreement being or becoming untrue in any material respect at any time at or prior to the effective time of the Merger, any conditions in the Merger Agreement not being satisfied or a material violation of any provision of the Merger Agreement except, in each case, as may be required by applicable law, rule or regulation
|
•
|
except pursuant to applicable law or as required by any governmental authority, implement or adopt any material change in its interest rate and other risk management policies, procedures or practices, fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk, fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk or fail to follow its existing policies or practices with respect to managing its fiduciary risks;
|
•
|
borrow or agree to borrow any funds, including but not limited to pursuant to repurchase transactions, or directly or indirectly guarantee or agree to guarantee any obligations of any other person, except in each case in the ordinary course of business and with a final maturity of less than one year;
|
•
|
make or purchase any indirect or brokered loans;
|
•
|
purchase from or sell to any financial institution or other non-depository lender an interest in a loan and/or other type of credit facility, except for such credit facilities made to borrowers in the State of Ohio which are secured by collateral located in the State of Ohio in the ordinary course and consistent with past practices;
|
•
|
make any capital expenditure or capital additions or improvements which individually exceed $10,000 or in the aggregate exceed $25,000;
|
•
|
establish any new lending programs or make any changes in the policies of Ohio Heritage Bank concerning which persons may approve loans, or originate or issue a commitment to originate any loan in a principal amount in excess of $500,000;
|
•
|
fail to prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all tax returns that are required to be filed at or before the effective time of the Merger, fail to pay any tax shown as due, or required to be shown as due, on any such tax return, make, change or revoke any tax election or tax accounting method, file any amended tax return, settle any tax claim or assessment, consent to the extension or waiver of any statute of limitations with respect to taxes or offer or agree to do any of the foregoing or surrender its rights to any of the foregoing or to claim any tax refund or file any amended tax return;
|
•
|
open, close or relocate any offices at which business is conducted (including any ATMs), or fail to use commercially reasonable efforts to maintain and keep their respective properties and facilities in their present condition and working order, ordinary wear and tear excepted;
|
•
|
increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner consistent with past practices in relation to rates prevailing in the relevant market;
|
•
|
foreclose upon or otherwise take title to or possession or control of any real property or entity on such property without first obtaining a Phase I Environmental Site Assessment which indicates that the property is free of hazardous material, except that no such report will be required to be obtained with respect to single-family residential real property of one acre or less to be foreclosed upon unless Ohio Heritage or Ohio Heritage Bank has reason to believe such real property may contain any such hazardous material;
|
•
|
cause any material change in the amount or general composition of deposit liabilities; or
|
•
|
agree or commit to do any of the foregoing.
|
•
|
if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement that cannot be or has not been cured by the breaching party within 30 days of after the giving of written notice to the breaching party of such breach
|
•
|
if the merger has not been consummated by October 31, 2014, unless the failure to complete the Merger by that date is due to the knowing action or inaction of the party seeking to terminate the Merger Agreement;
|
•
|
if the approval of any governmental authority required for consummation of the Merger and the other transactions contemplated by the Merger Agreement has been denied;
|
•
|
if the Ohio Heritage shareholders fail to adopt and approve the Merger Agreement at the special meeting; or
|
•
|
pursuant to the payment of the termination fee described in “Acquisition Proposals and Termination Fee.”
|
Name and Position(s)
of Director or Executive Officer
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
Percent of
Common Stock
Outstanding
|
|
|||||||||
W. Richard Baker,
|
|
|
39,245
|
|
|
|
11.46%
|
|
|||||||
Director of Ohio Heritage
and Ohio Heritage Bank,
Chairman of Ohio Heritage
and Ohio Heritage Bank
|
|
|
|
|
|
|
|
|
|||||||
Robert W. Bigrigg,
|
|
|
1,410
|
|
|
|
0.41%
|
|
|||||||
Director and Secretary of Ohio Heritage,
Director and President of Ohio Heritage Bank
|
|
|
|
|
|
|
|
|
|||||||
Sara A. Bullens,
|
|
|
6,000
|
|
|
|
1.75%
|
|
|||||||
Director of Ohio Heritage
and Ohio Heritage Bank
|
|
|
|
|
|
|
|
|
|||||||
Timothy Cox,
|
|
|
4,962
|
|
|
|
1.45%
|
|
|||||||
Director of Ohio Heritage
and Ohio Heritage Bank |
|
|
|
|
|
|
|
|
|||||||
Timothy L. France,
|
|
|
800
|
|
|
|
0.23%
|
|
|||||||
Director and Vice President
of Ohio Heritage
|
|
|
|
|
|
|
|
|
|||||||
Joseph R. Skelton,
|
|
|
55,064
|
|
|
|
16.08%
|
|
|||||||
Director of Ohio Heritage
and Ohio Heritage Bank,
President of Ohio Heritage
|
|
|
|
|
|
|
|
|
|
|
|||||
Robert A. Skelton,
|
|
|
9,324
|
|
|
|
|
2.72%
|
|
||||||
Director of Ohio Heritage
and Ohio Heritage Bank,
Treasurer of Ohio Heritage
|
|
|
|
|
|
|
|
|
|
|
|
||||
All directors and executive officers as a group (7 persons)
|
|
|
116,805
|
|
|
|
|
34.10%
|
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014;
|
•
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on April 23, 2014;
|
•
|
Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2014;
|
•
|
Current Report on Form 8-K filed with the SEC on each of April 4, 2014, April 7, 2014, April 21, 2014, April 22, 2014, April 24, 2014, April 28, 2014, and May 30, 2014; and
|
•
|
The description of Peoples’ common stock, no par value, contained in Peoples’ Registration Statement on Form 8-A dated July 20, 1993, and any amendment or report filed with the SEC for the purpose of updating such description.
|
Shareholder
|
Address
and Facsimile
|
Number of Shares
|
•
|
held discussions with certain members of senior management of the Company related to the Proposed Transaction, the Company’s financial condition, and other factors;
|
•
|
reviewed the Company’s annual reports for the fiscal years ended March 31, 2010 through 2013, including the Company’s audited financial statements for these periods, prepared by BKD LLP;
|
•
|
reviewed the Company’s financial statements for the twelve months ended December 31, 2013, as presented in Company’s Form FR Y-9SP;
|
•
|
reviewed the Company’s balance sheet as of February 28, 2014, prepared by management;
|
•
|
reviewed a draft of the Merger Agreement, dated March 21, 2014;
|
•
|
reviewed certain publicly available information related to OHB, including information filed with the FDIC;
|
•
|
reviewed and analyzed publicly available financial information related to certain publicly traded companies that we deem sufficiently comparable to OHB;
|
•
|
reviewed and analyzed transactions and premiums paid in the sale of controlling-interests in certain companies that we deem sufficiently comparable to OHB;
|
•
|
reviewed the Company’s strategic plan and 2014 budget;
|
•
|
reviewed certain publicly-available information related to Peoples, including annual reports (SEC Form 10-K), quarterly reports (SEC Form 10-Q), and other publicly-available information that we deemed relevant;
|
•
|
reviewed certain publicly-available information regarding the trading volume, pricing multiples, and trends in the price of PEBO Common Shares;
|
•
|
reviewed various documents, lists, and schedules prepared by Company management; and
|
•
|
conducted such other studies, analyses, and inquiries as we deemed necessary in arriving at our Opinion.
|
Item 20.
|
Indemnification of Directors and Officers.
|
Item 21.
|
Exhibits and Financial Statement Schedules
|
(a)
|
Exhibits
|
(b)
|
Financial Statement Schedules
|
(c)
|
Report, Opinion or Appraisal
|
Item 22.
|
Undertakings
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(b)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c)
|
That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
(d)
|
That every prospectus (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
|
(e)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
(f)
|
The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus which forms a part of the registration statement pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
|
|
PEOPLES BANCORP INC.
|
|
||
|
|
|
|
|
|
By:
|
/s/ Charles W. Sulerzyski
|
|
|
|
|
Charles W. Sulerzyski
President and Chief Executive Officer
|
|
|
|
|
|
|
Name
|
|
Date
|
Capacity
|
|
|
|
|
/s/ Charles W. Sulerzyski
|
|
June 30, 2014
|
President, Chief Executive Officer and Director
|
Charles W. Sulerzyski
|
|
|
|
|
|
|
|
/s/ Edward G. Sloane
|
|
June 30, 2014
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
Edward G. Sloane
|
|
||
|
|
|
|
/s/ Tara M. Abraham*
|
|
June 30, 2014
|
Director
|
Tara M. Abraham
|
|
|
|
|
|
|
|
/s/ Carl L. Baker, Jr.*
|
|
June 30, 2014
|
Director
|
Carl L. Baker, Jr.
|
|
|
|
|
|
|
|
/s/ George W. Broughton*
|
|
June 30, 2014
|
Director
|
George W. Broughton
|
|
|
|
|
|
|
|
/s/ Richard Ferguson*
|
|
June 30, 2014
|
Chairman of the Board and Director
|
Richard Ferguson
|
|
|
|
|
|
|
|
/s/ James S. Huggins*
|
|
June 30, 2014
|
Director
|
James S. Huggins
|
|
|
|
|
|
|
|
/s/ Brenda F. Jones, M.D.*
|
|
June 30, 2014
|
Director
|
Brenda F. Jones, M.D.
|
|
|
|
|
|
|
|
/s/ David L. Mead*
|
|
June 30, 2014
|
Director
|
David L. Mead
|
|
|
|
|
|
|
|
/s/ Susan D. Rector*
|
|
June 30, 2014
|
Director
|
Susan D. Rector
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/s/ Thomas J. Wolf*
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June 30, 2014
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Director
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Thomas J. Wolf
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By:
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/s/ Charles W. Sulerzyski
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Charles W. Sulerzyski
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President and Chief Executive Officer
Attorney-in-Fact
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4.1
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Agreement to furnish instruments and agreements defining rights of holders of long-term debt
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Incorporated herein by reference to Exhibit 4.1 to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 0-16772)(“Peoples’ 2013 Form 10-K”)
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4.2
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Loan Agreement, dated as of December 18, 2012, between Peoples Bancorp Inc., as Borrower, and U.S. Bank National Association, as Lender
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Incorporated herein by reference to Exhibit 4.1 to Peoples’ Current Report on Form 8-K, dated and filed December 21, 2012 (File No. 0-16772) (“Peoples’ December 21, 2012 Form 8-K”)
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4.3
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Revolving Credit Note in the principal sum of $5,000,000 issued by Peoples Bancorp Inc. on December 18, 2012 to U.S. Bank National Association
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Incorporated herein by reference to Exhibit 4.2 to Peoples’ December 21, 2012 Form 8-K
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4.4
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Term Note in the principal sum of $24,000,000 issued by Peoples Bancorp Inc. on December 18, 2012 to U.S. Bank National Association
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Incorporated herein by reference to Exhibit 4.3 to Peoples’ December 21, 2012 Form 8-K
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4.5
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Negative Pledge Agreement, dated December 18, 2012 between Peoples Bancorp Inc. and U.S. Bank National Association
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Incorporated herein by reference to Exhibit 4.4 to Peoples’ December 21, 2012 Form 8-K
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5.1
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Opinion of Dinsmore & Shohl LLP regarding the legality of the securities being registered
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Filed herewith
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10.1(a)
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Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Amended and Restated Effective December 11, 2008)*
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Incorporated herein by reference to Exhibit 10.1(a) to Peoples’ 2008 Form 10-K
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10.1(b)
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First Amendment to the Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Amended Effective October 25, 2012)*
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Incorporated herein by reference to Exhibit 10.2 to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 (File No. 0-16772) (“Peoples’ September 30, 2012 Form 10-Q”)
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10.1(c)
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Rabbi Trust Agreement, made January 6, 1998, between Peoples Bancorp Inc. and The Peoples Banking and Trust Company (predecessor to Peoples Bank, National Association) as Trustee*
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Incorporated herein by reference to Exhibit 10.1(c) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-16772)
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10.2
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Peoples Bancorp Inc. Amended and Restated Incentive Award Plan (Amended and Restated Effective December 11, 2008) [Effective for the fiscal year ended December 31, 2009]*
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Incorporated herein by reference to Exhibit 10.2 of Peoples’ 2008 Form 10-K
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10.3
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Summary of Incentive Plan for Executive Officers and other employees of Peoples Bancorp Inc. [Effective for the fiscal year ended December 31, 2010]*
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Incorporated herein by reference to Exhibit 10.2(b) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 0-16772) (“Peoples’ 2009 Form 10-K”)
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10.4
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Summary of Peoples Bancorp Inc. Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc. [Effective for the fiscal year beginning January 1, 2012]*
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Incorporated herein by reference to Exhibit 10.2(c) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 0-16772) (“Peoples’ 2011 Form 10-K”)
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10.5
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Summary of Peoples Bancorp Inc. Long Term Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc. [Effective for the fiscal year beginning January 1, 2012]*
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Incorporated herein by reference to Exhibit 10.2(d) to Peoples’ 2011 Form 10-K
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10.6
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Peoples Bancorp Inc. 1995 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 4 to Peoples’ Registration Statement on Form S-8 filed May 24, 1995 (Registration Statement No. 33-59569)
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10.7
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Form of Stock Option Agreement used in connection with grant of non-qualified stock options to non-employee directors of Peoples under Peoples Bancorp Inc. 1995 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10(k) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 0-16772) (“Peoples’ 1995 Form 10-K”)
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10.8
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Form of Stock Option Agreement used in connection with grant of non-qualified stock options to non-employee directors of Peoples’ subsidiaries under Peoples Bancorp Inc. 1995 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10(l) to Peoples’ 1995 Form 10-K
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24.1
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Powers of Attorney for Directors and Executive Officers of Peoples Bancorp Inc.
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Filed herewith
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99.1
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Consent of GBQ Consulting LLC
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Filed herewith
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99.2
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Form of Proxy Card for Special Meeting of Shareholders of Ohio Heritage Bancorp, Inc.
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To be filed by amendment
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__________________________________________________
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/s/
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TARA M. ABRAHAM
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[Signature]
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Tara M. Abraham
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[Printed Name]
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/s/
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CARL BAKER, JR.
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[Signature]
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Carl Baker, Jr.
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[Printed Name]
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/s/
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GEORGE W. BROUGHTON
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[Signature]
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George W. Broughton
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[Printed Name]
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/s/
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RICHARD FERGUSON
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[Signature]
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Richard Ferguson
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[Printed Name]
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/s/
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JAMES S. HUGGINS
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[Signature]
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James S. Huggins
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[Printed Name]
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/s/
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BRENDA F. JONES, M.D.
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[Signature]
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Brenda F. Jones, M.D.
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[Printed Name]
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/s/
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DAVID L. MEAD
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[Signature]
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David L. Mead
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[Printed Name]
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/s/
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SUSAN D. RECTOR
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[Signature]
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Susan D. Rector
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[Printed Name]
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/s/
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THOMAS J. WOLF
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[Signature]
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Thomas J. Wolf
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[Printed Name]
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RETURN IN ENCLOSED ENVELOPE
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The Board of Directors recommends a vote “FOR” both proposals
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INSERT STICKER WITH SHAREHOLDER INFORMATION
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Signature of Shareholder
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Signature of Joint Shareholder, if any
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When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign.
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1.
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Proposal #1
. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and among Ohio Heritage Bancorp, Inc. and Peoples Bancorp Inc. dated as of April 4, 2014, and approve the transactions contemplated by the Merger Agreement, specifically including the merger of Ohio Heritage Bancorp, Inc. with and into Peoples Bancorp Inc. and the subsequent merger of Ohio Heritage Bank with and into Peoples Bank, N.A. (collectively, the “Merger”).
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2.
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Proposal #2
. To grant discretionary authority to adjourn the special meeting on one or more occasions, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or any adjournment or postponement of that meeting, to approve the Merger and the Merger Agreement.
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The Board of Directors recommends a vote “FOR” both proposals
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