Ohio
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6021
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31-0987416
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(State or other jurisdiction of incorporation or organization)
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(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
|
|
James S. Hogg, Esq.
Brouse McDowell, LPA
388 South Main Street, Suite 500
Akron, Ohio 44311
Phone: (330) 434-4106
|
o
Large accelerated filer
|
o
Non-accelerated filer (do not check if smaller reporting company)
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x
Accelerated filer
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o
Smaller reporting company
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o
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Exchange Act Rule 13e-4(i)(Cross-Border Tender Offer)
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Title of each class of
securities to be registered
|
Amount to be
registered (1)
|
Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price (2)
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Amount of registration fee
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||
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|
|
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||
Common Shares, no par value
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725,000
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N/A
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$10,261,598
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$1,321.70
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(1)
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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(f)(2) 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) $5,432.60 the book value per North Akron Savings Bank common share to be exchanged in the merger as of June 30, 2014, the latest practicable date prior to the date of filing of this registration statement, and (ii) 2,630.1, the estimated maximum number of shares of common stock of North Akron Savings Bank that may be exchanged in the merger, minus (B) $4,026,683.10 the estimated aggregate amount of cash to be paid by Peoples Bancorp Inc. in the merger.
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•
|
$7,655.00 in cash, or
|
•
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$7,655.00 in Peoples’ common shares (based upon the average closing sale price of a Peoples’ common share on the NASDAQ Global Select Market® for the 20 consecutive trading days immediately preceding the effective date of the Merger (such price is hereinafter referred to as the “Peoples Market Price”)), or
|
•
|
a combination of both.
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Sincerely,
|
|
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Stephen D. Hailer
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President & Chief Executive Officer
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North Akron Savings Bank
|
|
By Order of the Board of Directors,
|
|
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Stephen D. Hailer
|
|
President & Chief Executive Officer
|
, 2014
|
North Akron Savings Bank
|
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
|
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
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13
|
|
|
|
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MARKET PRICE AND DIVIDEND INFORMATION
|
14
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|
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RISK FACTORS
|
15
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|
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FORWARD-LOOKING STATEMENTS
|
18
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THE SPECIAL MEETING OF SHAREHOLDERS OF NORTH AKRON
|
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
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Votes Required; Quorum
|
20
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Solicitation and Revocation of Proxies
|
21
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DISSENTERS’ RIGHTS
|
21
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THE MERGER
|
23
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The Proposed Merger
|
23
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North Akron’s Background and Reasons for the Merger
|
23
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Recommendation of the North Akron Board of Directors
|
25
|
|
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Peoples’ Reasons for the Merger
|
25
|
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Opinion of North Akron’s Financial Advisor
|
25
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Regulatory Approvals Required
|
30
|
|
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Interests of North Akron Directors and Officers in the Merger
|
30
|
|
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Material U.S. Federal Income Tax Consequences of the Merger
|
31
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|
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Accounting Treatment
|
33
|
|
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Resale of Peoples’ Common Shares
|
33
|
|
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Employee Matters
|
34
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ADJOURNMENT OF THE NORTH AKRON SPECIAL MEETING
|
35
|
|
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||
THE MERGER AGREEMENT
|
36
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The Merger
|
36
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Effective Time
|
36
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Merger Consideration
|
36
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Election and Payment Procedures; Surrender of Certificates
|
37
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Reallocation of Peoples' Common Shares and Case
|
38
|
|
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Indemnification and Directors’ and Officers’ Liability Insurance
|
38
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|
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NASDAQ Stock Listing
|
38
|
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Conditions to Consummation of the Merger
|
39
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Representations and Warranties
|
40
|
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North Akron’s Conduct of Business Pending the Merger
|
41
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Expenses of the Merger
|
43
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|
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Termination of the Merger Agreement
|
43
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Voting Agreements
|
44
|
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Acquisition Proposals and Termination Fee
|
44
|
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Amendment
|
44
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COMPARISON OF CERTAIN RIGHTS OF NORTH AKRON AND PEOPLES SHAREHOLDERS
|
45
|
|
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NORTH AKRON
|
47
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EXPERTS
|
48
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LEGAL MATTERS
|
48
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
48
|
|
ANNEX A
|
Agreement and Plan of Merger
|
A-1
|
|
|
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ANNEX B
|
Dissenters’ Rights Under Section 1701.85 of the Ohio General Corporation Law
|
B-1
|
|
|
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ANNEX C
|
Opinion of Boenning & Scattergood, Inc.
|
C-1
|
A:
|
You are receiving this proxy statement/prospectus because Peoples Bancorp Inc. (“Peoples”), Peoples Bank, National Association, a national banking association and wholly owned subsidiary of Peoples (“Peoples Bank”) and North Akron Savings Bank, a state savings bank chartered under the laws of Ohio (“North Akron”) have entered into an Agreement and Plan of Merger dated as of April 21, 2014, as amended (the “Merger Agreement”), attached to this proxy statement/prospectus as
Annex A
, pursuant to which North Akron will be merged with and into Peoples Bank (the “Merger”). The Merger Agreement must be adopted and approved by the holders of at least two-thirds of the North Akron common shares outstanding and entitled to vote at the special meeting, in accordance with Section 1701.78 of the Ohio General Corporation Law and North Akron’s Amended Articles of Incorporation.
|
Q:
|
Why are Peoples and North Akron proposing to merge?
|
A:
|
North Akron 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 North Akron shareholders. Furthermore, as a result of the Merger, North Akron 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 North Akron shareholders receive in the Merger?
|
•
|
$7,655.00 in cash, or
|
•
|
$7,655.00 in Peoples’ common shares (based upon the Peoples Market Price), or
|
•
|
a combination of both.
|
Q:
|
How do North Akron shareholders make their election to receive cash, Peoples’ common shares or a combination of both?
|
A:
|
If you are a North Akron shareholder of record, you will receive an election form, which you should complete and return, along with your North Akron stock certificate(s), according to the instructions printed on the election form. The election deadline will be 5:00 p.m., Eastern Daylight Savings Time, on , 2014 (which we refer to as the “election deadline”). A copy of the election form is being mailed separately approximately two weeks following the mailing of this proxy statement/prospectus. Peoples will also make an election form available if requested by a North Akron shareholder of record following the mailing of the election forms and before the election deadline. If you do not send in the election form with your stock certificate(s) by the election deadline, you will be treated as though you had not made an election.
|
Q:
|
Can I change my election?
|
A:
|
You may change your election at any time prior to the election deadline by submitting to Wells Fargo Shareowner Services (Peoples’ exchange agent under the Merger Agreement), written notice accompanied by a properly completed and signed, revised election form. You may revoke your election by submitting written notice to Wells Fargo Shareowner Services prior to the election deadline. North Akron shareholders will not be entitled to change or revoke their elections following the election deadline. If you instructed a bank, broker or other financial institution to submit an election for your shares, you must follow their directions for changing those instructions.
|
Q:
|
What happens if I do not make a valid election or make no election to receive cash, Peoples’ common shares or a combination of both?
|
A:
|
If you do not return a properly completed election form or return an election form with no designation of Merger consideration by the election deadline specified in the election form, your North Akron common shares will be considered “No Election Shares.” No Election Shares will be converted into the right to receive the stock consideration or the cash consideration according to the allocation procedures specified in the Merger Agreement. Generally, in the event one form of consideration (cash or Peoples’ common shares) is undersubscribed in the Merger, North Akron common shares for which no election has been validly made will be allocated to the undersubscribed form of consideration before North Akron common shares electing the oversubscribed form will be switched to the undersubscribed form of consideration pursuant to the proration and adjustment procedures. Accordingly, while electing one form of consideration will not guarantee you will receive that form for all of your North Akron common shares, in the event proration is necessary, properly electing common shares will have priority over No Election Shares.
|
Q:
|
When and where will the North Akron special meeting of shareholders take place?
|
A:
|
The special meeting of shareholders of North Akron will be held at , Eastern Daylight Savings Time, on , 2014, at North Akron’s main office at 158 East Cuyahoga Falls Avenue, Akron, Ohio 44310.
|
Q:
|
What matters will be considered at the North Akron special meeting?
|
A:
|
The shareholders of North Akron 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 North Akron requires the affirmative vote of the holders of at least two-thirds of the North Akron 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
|
Q:
|
How do I vote?
|
A:
|
If you were the record holder of North Akron common shares as of , 2014, you may vote in person by attending the special meeting or, to ensure that your North Akron 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 North Akron 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 North Akron 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?
|
•
|
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.
|
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 North Akron, at 158 East Cuyahoga Falls Avenue, Akron, Ohio 44310;
|
•
|
executing and returning another proxy card with a later date than the earlier proxy card you wish to revoke, which later proxy card must be received by the President of North Akron, at 158 East Cuyahoga Falls Avenue, Akron,
|
•
|
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 a North Akron shareholder as of , 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 North Akron common shares. The right to make this demand is known as “dissenters’ rights.” To exercise your dissenters’ rights, you must deliver to North Akron 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 North Akron shares owned by you, and the amount you claim to be the fair cash value of your North Akron shares. For additional information regarding dissenters’ rights, see “
Dissenters’ Rights
” on page 22 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 in the fourth 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 North Akron stock certificates now?
|
A.
|
As addressed above under “How do North Akron Shareholders make their election to receive cash, Peoples’ common shares or a combination of both?,” you may send in your stock certificates with the election materials that are being sent to you separately. You should not, however, send in your stock certificates with your proxy card. If you choose to send in your North Akron stock certificates with the election materials and the Merger Agreement is not approved by a vote at the special meeting of shareholders of North Akron, your stock certificates will be returned to you via mail as soon as practicable. Neither Peoples nor North Akron shall be held responsible for lost, stolen, or destroyed stock certificates as a result of mailing them back to the shareholder.
|
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 North Akron common shares at the special meeting of shareholders of North Akron 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 North Akron 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; and
|
•
|
custom-tailored fiduciary and wealth management services.
|
•
|
$7,655.00 in cash, or
|
•
|
$7,655.00 in Peoples’ common shares (based upon the Peoples Market Price), or
|
•
|
a combination of both.
|
•
|
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 North Akron board of directors is presently unaware of any other business to be transacted at the special meeting.
|
•
|
the ability of the directors of North Akron, at their discretion, to serve on a Peoples advisory board for a period of at least one year following the Merger;
|
•
|
continued indemnification and continued insurance for directors and officers of North Akron for events occurring before the Merger; and
|
•
|
upon the consummation of the Merger, payments to be paid to certain executive officers pursuant to employment agreements and/or change in control agreements.
|
•
|
if any of the required regulatory approvals is denied;
|
•
|
if the North Akron shareholders do not adopt and approve the Merger Agreement at the North Akron 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 January 31, 2015, unless the failure to complete the Merger by that date is due to the knowing action or inaction of the party seeking to terminate.
|
|
Six Months Ended
June 30,
|
|
At or For the Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
2013
|
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Total interest income
|
$
|
36,768
|
|
$
|
32,177
|
|
|
$
|
67,071
|
|
$
|
69,470
|
|
$
|
75,133
|
|
$
|
89,335
|
|
$
|
102,105
|
|
Total interest expense
|
5,243
|
|
6,047
|
|
|
11,686
|
|
14,995
|
|
21,154
|
|
29,433
|
|
40,262
|
|
|||||||
Net interest income
|
31,525
|
|
26,130
|
|
|
55,385
|
|
54,475
|
|
53,979
|
|
59,902
|
|
61,843
|
|
|||||||
Provision for (recovery of) loan losses
|
591
|
|
(2,527
|
)
|
|
(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
|
(140
|
)
|
433
|
|
|
334
|
|
(778
|
)
|
(443
|
)
|
(39
|
)
|
1,343
|
|
|||||||
Total non-interest income
|
20,014
|
|
18,288
|
|
|
37,220
|
|
34,971
|
|
32,944
|
|
31,634
|
|
32,050
|
|
|||||||
FDIC insurance expense
|
547
|
|
530
|
|
|
1,036
|
|
1,002
|
|
1,867
|
|
2,470
|
|
3,442
|
|
|||||||
Other expense
|
38,273
|
|
32,077
|
|
|
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
|
$
|
8,261
|
|
$
|
9,943
|
|
|
$
|
17,574
|
|
$
|
20,385
|
|
$
|
11,212
|
|
$
|
3,529
|
|
$
|
2,314
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment securities
|
$
|
664,987
|
|
$
|
673,248
|
|
|
$
|
680,526
|
|
$
|
709,085
|
|
$
|
669,228
|
|
$
|
641,307
|
|
$
|
751,866
|
|
Loans, net of deferred fees and costs
|
1,319,352
|
|
1,030,229
|
|
|
1,196,234
|
|
985,172
|
|
938,506
|
|
960,718
|
|
1,052,058
|
|
|||||||
Allowance for loan losses
|
17,384
|
|
17,113
|
|
|
17,065
|
|
17,811
|
|
23,717
|
|
26,766
|
|
27,257
|
|
|||||||
Total intangible assets
|
79,273
|
|
71,608
|
|
|
77,603
|
|
68,525
|
|
64,475
|
|
64,870
|
|
65,599
|
|
|||||||
Total assets
|
2,163,892
|
|
1,899,841
|
|
|
2,059,108
|
|
1,918,050
|
|
1,794,161
|
|
1,837,985
|
|
2,001,827
|
|
|||||||
Non-interest-bearing deposits
|
426,384
|
|
325,125
|
|
|
409,891
|
|
317,071
|
|
239,837
|
|
215,069
|
|
198,000
|
|
|||||||
Total retail interest-bearing deposits
|
1,193,884
|
|
1,060,260
|
|
|
1,121,826
|
|
1,119,633
|
|
1,047,189
|
|
1,059,066
|
|
1,095,466
|
|
|||||||
Brokered certificates of deposits
|
40,650
|
|
50,393
|
|
|
49,041
|
|
55,599
|
|
64,054
|
|
87,465
|
|
102,420
|
|
|||||||
Short-term borrowings
|
115,869
|
|
92,521
|
|
|
113,590
|
|
47,769
|
|
51,643
|
|
51,509
|
|
76,921
|
|
|||||||
Long-term borrowings
|
118,815
|
|
125,714
|
|
|
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
|
244,271
|
|
219,147
|
|
|
221,553
|
|
221,728
|
|
206,657
|
|
192,036
|
|
205,425
|
|
|||||||
Tangible assets
(b)
|
2,084,619
|
|
1,828,233
|
|
|
1,981,505
|
|
1,849,525
|
|
1,729,686
|
|
1,773,115
|
|
1,936,228
|
|
|||||||
Tangible equity
(b)
|
164,998
|
|
147,539
|
|
|
143,950
|
|
153,203
|
|
142,182
|
|
165,811
|
|
178,369
|
|
|||||||
Tangible common equity
(b)
|
$
|
164,998
|
|
$
|
147,539
|
|
|
$
|
143,950
|
|
$
|
153,203
|
|
$
|
142,182
|
|
$
|
127,166
|
|
$
|
139,826
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings per common share - basic
|
$
|
0.77
|
|
$
|
0.93
|
|
|
$
|
1.65
|
|
$
|
1.92
|
|
$
|
1.07
|
|
$
|
0.34
|
|
$
|
0.22
|
|
Earnings per common share - diluted
|
0.76
|
|
0.93
|
|
|
1.63
|
|
1.92
|
|
1.07
|
|
0.34
|
|
0.22
|
|
|||||||
Cash dividends declared per share
|
0.30
|
|
0.26
|
|
|
0.54
|
|
0.45
|
|
0.30
|
|
0.40
|
|
0.66
|
|
|||||||
Book value per share
(c)
|
22.36
|
|
20.71
|
|
|
20.89
|
|
21.02
|
|
19.67
|
|
18.36
|
|
19.80
|
|
|||||||
Tangible book value per share
(b) (c)
|
$
|
15.10
|
|
$
|
13.94
|
|
|
$
|
13.57
|
|
$
|
14.52
|
|
$
|
13.53
|
|
$
|
12.16
|
|
$
|
13.48
|
|
Weighted-average number of common shares outstanding - basic
|
10,696,129
|
|
10,566,508
|
|
|
10,581,222
|
|
10,527,885
|
|
10,482,318
|
|
10,424,474
|
|
10,363,975
|
|
|||||||
Weighted-average number of common shares outstanding - diluted
|
10,807,688
|
|
10,584,383
|
|
|
10,679,417
|
|
10,528,286
|
|
10,482,318
|
|
10,431,990
|
|
10,374,792
|
|
|||||||
Common shares outstanding at end of period
|
10,926,436
|
|
10,583,161
|
|
|
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 June 30, 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 June 30, 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
|
North Akron Historical
|
Pro Forma Combined
|
Equivalent Pro Forma per North Akron Share
|
||||||||
Book value per share:
|
|
|
|
|
||||||||
at December 31, 2013
|
$
|
20.89
|
|
$
|
5,279.16
|
|
$
|
20.96
|
|
$
|
4,981.56
|
|
at June 30, 2014
|
$
|
22.36
|
|
$
|
5,432.60
|
|
$
|
22.35
|
|
$
|
5,465.81
|
|
|
|
|
|
|
||||||||
Cash dividends per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
0.54
|
|
$
|
60.00
|
|
$
|
0.54
|
|
$
|
63.93
|
|
Six months ended June 30, 2014
|
$
|
0.30
|
|
$
|
20.00
|
|
$
|
0.30
|
|
$
|
35.52
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
1.65
|
|
$
|
141.56
|
|
$
|
1.59
|
|
$
|
188.34
|
|
Six months ended June 30, 2014
|
$
|
0.77
|
|
$
|
63.02
|
|
$
|
0.76
|
|
$
|
90.27
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
||||||||
Twelve months ended December 31, 2013
|
$
|
1.63
|
|
$
|
141.56
|
|
$
|
1.57
|
|
$
|
186.11
|
|
Six months ended June 30, 2014
|
$
|
0.76
|
|
$
|
63.02
|
|
$
|
0.75
|
|
$
|
89.14
|
|
|
|
Peoples’
Common Shares
|
|
Equivalent Market Value Per North Akron Common Share
|
||||
|
|
|
|
|
|
|||
April 17, 2014
|
|
$
|
25.39
|
|
|
$
|
7,655.00
|
|
July 25, 2014
|
|
$
|
23.94
|
|
|
$
|
7,655.00
|
|
|
Peoples’ Common Shares
|
North Akron's Common Shares*
(1)
|
||||||||||||||
|
High
|
Low
|
Dividends
|
High
|
Low
|
Dividends
|
||||||||||
2012
|
|
|
|
|
|
|
||||||||||
First Quarter
|
$
|
17.84
|
|
$
|
14.59
|
|
$
|
0.11
|
|
$
|
—
(2)
|
$
|
—
(2)
|
$
|
25.00
|
|
Second Quarter
|
$
|
22.54
|
|
$
|
16.48
|
|
$
|
0.11
|
|
$
|
2,000.00
|
$
|
2,000.00
|
$
|
20.00
|
|
Third Quarter
|
$
|
23.93
|
|
$
|
20.22
|
|
$
|
0.11
|
|
$
|
—
(2)
|
$
|
—
(2)
|
$
|
20.00
|
|
Fourth Quarter
|
$
|
23.80
|
|
$
|
17.72
|
|
$
|
0.12
|
|
$
|
—
(2)
|
$
|
—
(2)
|
$
|
20.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
22.65
|
|
$
|
20.00
|
|
$
|
0.12
|
|
$
|
2,100.00
|
$
|
2,100.00
|
$
|
20.00
|
|
Second Quarter
|
$
|
22.34
|
|
$
|
19.30
|
|
$
|
0.14
|
|
$
|
2,500.00
|
$
|
2,500.00
|
$
|
20.00
|
|
Third Quarter
|
$
|
23.81
|
|
$
|
20.02
|
|
$
|
0.14
|
|
$
|
2,200.00
|
$
|
2,200.00
|
$
|
10.00
|
|
Fourth Quarter
|
$
|
24.00
|
|
$
|
20.11
|
|
$
|
0.14
|
|
$
|
2,200.00
|
$
|
2,200.00
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
26.10
|
|
$
|
20.29
|
|
$
|
0.15
|
|
$
|
2,129.63
|
$
|
2,129.63
|
$
|
10.00
|
|
Second Quarter
|
$
|
27.36
|
|
$
|
23.58
|
|
$
|
0.15
|
|
$
|
—
(2)
|
$
|
—
(2)
|
$
|
10.00
|
|
Third Quarter
|
$
|
28.00
|
|
$
|
23.87
|
|
$
|
0.15
|
|
$
|
—
(2)
|
$
|
—
(2)
|
$
|
—
|
|
(through July 25, 2014)
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
$7,655.00 in cash, or
|
•
|
$7,655.00 in Peoples’ common shares (based upon the Peoples Market Price), or
|
•
|
a combination of both.
|
•
|
Peoples and North Akron 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, North Akron 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 North Akron management, which could otherwise have been devoted to other opportunities that may have been beneficial to Peoples and North Akron as independent companies, as the case may be.
|
•
|
statements about the benefits of the Merger between Peoples and North Akron, 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 North Akron 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 North Akron 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 North Akron’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 Peoples’ or North Akron’s management’s assumptions and estimates used in applying critical accounting policies prove unreliable, inaccurate or not predictive of actual results;
|
•
|
inflation and, 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 North Akron 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 North Akron acquisition and any future acquisition targets 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 North Akron is unaware of any other business to be transacted at the special meeting.
|
•
|
filing a written notice of revocation with the President of North Akron, at 158 East Cuyahoga Falls Avenue, Akron, Ohio 44310;
|
•
|
executing and returning another proxy card with a later date than the earlier proxy card you wish to revoke, which later proxy card must be received by the President of North Akron, at 158 East Cuyahoga Falls Avenue, Akron, Ohio 44310 before a vote is taken at the special meeting; 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 North Akron, based upon the opinion of Boenning & Scattergood, Inc.;
|
•
|
North Akron’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 North Akron 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 North Akron;
|
•
|
the provisions of the Merger Agreement;
|
•
|
its desire to provide shareholders with the prospect for greater future appreciation on their investments in North Akron common shares than the amount the board of directors believed that North Akron could achieve independently;
|
•
|
the greater liquidity of Peoples’ common shares;
|
•
|
pricing and other data from other similar transactions;
|
•
|
North Akron’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 North Akron’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 North Akron’s employees, customers and community; and
|
•
|
the dividend accretion to North Akron shareholders who receive Peoples’ common shares in exchange for their North Akron 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 North Akron’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 North Akron shareholders and other Merger related costs; and
|
•
|
the risks associated with combining the operations of North Akron with Peoples’ existing operations, including difficulty in combining corporate, accounting, financial information and information systems.
|
(i)
|
reviewed the historical financial performances, current financial positions and general prospects of Peoples and North Akron
and reviewed certain internal financial analyses and forecasts prepared by the management of North Akron;
|
(ii)
|
reviewed publicly available analyst earnings estimates for Peoples for 2014 and 2015;
|
(iii)
|
reviewed a draft of the Merger Agreement, dated April 16, 2014;
|
(iv)
|
Reviewed and analyzed the stock market performance of Peoples and the limited trading history of North Akron;
|
(v)
|
studied and analyzed the consolidated financial and operating data of Peoples and North Akron;
|
(vi)
|
reviewed the pro forma financial impact of the Merger on Peoples, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined by senior management of Peoples and North Akron;
|
(vii)
|
considered the financial terms of the Merger between Peoples and North Akron
as compared with the financial terms of comparable bank and bank holding company mergers and acquisitions;
|
(viii)
|
met and/or communicated with certain members of Peoples’ and North Akron’s
senior management to discuss their respective operations, historical financial statements and future prospects; and
|
(ix)
|
conducted such other financial analyses, studies and investigations as Boenning deemed appropriate.
|
|
|
Unadjusted Trading Price
|
|
Adjusted Trading Price
|
||||||
Pricing Multiple
|
|
NASB (1)
|
Median Statistics for Peer Group (2)
|
|
Offer Price
|
Median Statistics for Peer Group (2)
|
||||
Price/Book Value
|
|
42.1
|
%
|
77.7
|
%
|
|
145.0
|
%
|
99.3
|
%
|
Price/Tangible Book Value
|
|
42.1
|
%
|
77.7
|
%
|
|
145.0
|
%
|
99.3
|
%
|
Price/Latest Twelve Months Core Earnings Per Share
|
|
16.5x
|
|
18.5x
|
|
|
56.9x
|
|
23.6x
|
|
Price/Assets
|
|
4.0
|
%
|
6.6
|
%
|
|
13.6
|
%
|
8.4
|
%
|
Premium over Tangible Book Value/Core Deposits
|
|
-7.3
|
%
|
-2.4
|
%
|
|
5.7
|
%
|
0.4
|
%
|
Price/Deposits
|
|
5.3
|
%
|
7.9
|
%
|
|
18.2
|
%
|
10.1
|
%
|
|
|
|
|
Median Statistics for Selected Transactions
|
||||
Pricing Multiple
|
|
Offer Price
|
|
Group A
|
Group B
|
|||
Price/Book Value
|
|
145.0
|
%
|
|
118.2
|
%
|
112.7
|
%
|
Price/Tangible Book Value
|
|
145.0
|
%
|
|
118.2
|
%
|
114.0
|
%
|
Price/Latest Twelve Months Core Earnings Per Share
|
|
56.9x
|
|
|
25.6x
|
|
32.0x
|
|
Price/Assets
|
|
13.6
|
%
|
|
13.8
|
%
|
13.7
|
%
|
Premium over Tangible Book Value/Core Deposits
|
|
5.7
|
%
|
|
2.4
|
%
|
1.2
|
%
|
Price/Deposits
|
|
18.2
|
%
|
|
15.9
|
%
|
16.0
|
%
|
Recipient
|
Change of Control Lump Sum Payment
|
||
Bryan Fehr
|
$
|
106,907
|
|
Stephen Hailer
|
$
|
176,634
|
|
Margaret Wichman
|
$
|
103,000
|
|
Kurt Winebrenner
|
$
|
124,103
|
|
•
|
$7,655.00 in cash, or
|
•
|
$7,655.00 in Peoples’ common shares (based upon the average closing sale price of a Peoples' common share on the NASDAQ Global Select Market® for the 20 consecutive trading days immediately preceding the effective date of the Merger (the "Peoples Market Price")), or
|
•
|
a combination of both.
|
•
|
Undersubscription of Cash Elections
: If the number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) is less than 20% of the Merger consideration, then:
|
▪
|
each of the Cash Election Shares shall receive cash;
|
▪
|
the Exchange Agent will designate first among the No Election Shares, on a pro rata basis, and then if necessary from Stock Election Shares, on a pro rata basis, a sufficient number shares to be reclassified to receive cash, until the number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) plus the number of Reallocated Cash Shares equals 20% of the Merger consideration; and
|
▪
|
each of the No Election Shares and Stock Election Shares that are not Reallocated Cash Shares shall be converted into the right to receive Peoples’ common shares.
|
•
|
Oversubscription of Cash Elections
: If the number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) is greater than 20% of the Merger consideration, then:
|
▪
|
each of the Stock Election Shares and No Election Shares shall receive Peoples’ common shares;
|
▪
|
the Exchange Agent will designate first among the Cash Election Shares, excluding any shares the holder of which has exercised his or her dissenters’ rights, on a pro rata basis, a sufficient number shares to be reclassified to receive Peoples’ common shares, until the remaining number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) equals 20% of the merger consideration; and
|
▪
|
each of the Cash Election Shares (other than dissenting shares) that are not Reallocated Stock Shares have the right to receive cash.
|
•
|
the Merger Agreement must be duly adopted and approved by the requisite vote of the shareholders of North Akron;
|
•
|
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 North Akron to be terminated or the pendency or threat of any of certain regulatory actions against North Akron 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 and Peoples Bank 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 North Akron must have received a certificate, dated as of the effective time, signed on behalf of Peoples and Peoples Bank by the chief executive officer of Peoples and Peoples Bank to such effect;
|
•
|
Peoples and Peoples Bank, as applicable, must have performed in all material respects all of Peoples’ and Peoples Bank’s obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and North Akron must have received a certificate, dated as of the effective time, signed on behalf of Peoples and Peoples Bank by the chief executive officer of Peoples and Peoples Bank to such effect; 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 or Peoples Bank.
|
•
|
the representations and warranties of North Akron 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 and Peoples Bank must have received a certificate, dated as of the effective time, signed on behalf of North Akron by its president to such effect;
|
•
|
North Akron 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 and Peoples Bank must have received a certificate, dated as of the effective time, signed on behalf of North Akron by its president to such effect;
|
•
|
North Akron must have obtained the consent or approval of each person (other than governmental authorities)
|
•
|
Peoples and Peoples Bank must have received a statement executed on behalf of North Akron, dated as of the effective time 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 North Akron’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 North Akron’s common shares shall have perfected their dissenters’ rights under Section 1701.84 of the Ohio General Corporation Law in connection with the Merger;
|
•
|
North Akron 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 Stephen D. Hailer 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 North Akron.
|
•
|
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;
|
•
|
Boenning’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 North Akron’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; 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 North Akron’s common shares or enter into any agreement with respect to the same;
|
•
|
permit any additional North Akron’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 regular quarterly dividends not exceeding $10.00 per share per quarter;
|
•
|
directly or 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 North Akron, other than payment of accrued amounts in respect of salary increases from January 1, 2014 for management employees previously approved by the North Akron board;
|
•
|
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 changes that are required by applicable law;
|
•
|
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, consultant, officer or employee of North Akron, or take any action to accelerate the payment of benefits or the vesting or exercisability of such compensation or benefits payable thereunder;
|
•
|
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 North Akron, 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, provided however, that North Akron may enter into, terminate, amend, modify, renew or extend any such contract if the Chief Financial Officer of Peoples shall be provided with written notice of the proposed action and Peoples shall not have provided an objection to the taking of such action in writing within five business days of such notice;
|
•
|
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 North Akron territory which are secured by collateral located in the North Akron territory in the ordinary course and consistent with past practices;
|
•
|
make any capital expenditure or capital additions or improvements which individually exceed $15,000 or in the aggregate exceed $50,000;
|
•
|
establish any new lending programs or make any changes in the policies of North Akron 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 North Akron 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 after the giving of written notice to the breaching party of such breach;
|
•
|
if the Merger has not been consummated by January 31, 2015, 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 North Akron 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
|
Stephen D. Hailer,
|
119
(2)
|
4.52%
|
Director,
President and Chief Executive Officer |
|
|
|
|
|
Jeffrey T. Heintz,
|
21.4
(3)
|
-%
(4)
|
Director and Vice Chairman of the Board
|
|
|
|
|
|
Terrance P. Hennessy,
|
226.8
(5)
|
8.62%
|
Director and Chairman of the Board
|
|
|
|
|
|
Tracy Jensen,
|
5.5
|
-%
(4)
|
Vice President
|
|
|
|
|
|
Philip P. Kamlowsky,
|
12
|
-%
(4)
|
Director
|
|
|
|
|
|
C. Michael Rutherford,
|
20
|
-%
(4)
|
Director
|
|
|
|
|
|
Maura Scanlon,
|
2
(6)
|
-%
(4)
|
Director and Corporate Secretary
|
|
|
|
|
|
Edward A. Sturkey,
|
4
|
-%
(4)
|
Director
|
|
|
|
|
|
Jean A. Taylor,
|
5
|
-%
(4)
|
Vice President
|
|
|
|
|
|
Kurt A. Winebrenner,
|
30
|
1.14%
|
Executive Vice President and Chief Operating Officer
|
|
|
|
|
|
All directors and executive officers as a group (13 individuals)
|
445.7
|
16.95%
|
(1)
|
Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the North Akron common shares reflected in the table.
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014;
|
•
|
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, filed with the SEC on April 23, 2014 and July 24, 2014, respectively;
|
•
|
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 January 21, 2014, January 23, 2014 (two Forms 8-K), January 28, 2014, February 19, 2014, April 4, 2014, April 7, 2014, , April 21, 2014, April 7, 2014, April 21, 2014, April 22, 2014, April 24, 2014, April 28, 2014, May 30, 2014, July 2, 2014, July 22, 2014 and July 25, 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.
|
|
|
Page
|
ARTICLE I - CERTAIN DEFINITIONS
|
2
|
|
1.01
|
Certain Definitions
|
2
|
ARTICLE II - THE MERGER
|
9
|
|
2.01
|
The Merger
|
9
|
2.02
|
Effectiveness of Merger
|
10
|
2.03
|
Effective Date and Effective Time
|
10
|
ARTICLE III - MERGER CONSIDERATION
|
10
|
|
3.01
|
Merger Consideration
|
10
|
3.02
|
Rights as Shareholders; Share Transfers
|
11
|
3.03
|
Election, Exchange and Payment Procedures
|
11
|
3.04
|
Dissenting Shares
|
16
|
ARTICLE IV - ACTIONS PENDING CONSUMMATION OF MERGER
|
17
|
|
4.01
|
Forbearances of NASB
|
17
|
ARTICLE V - REPRESENTATIONS AND WARRANTIES
|
20
|
|
5.01
|
Disclosure Schedules
|
20
|
5.02
|
Standard
|
20
|
5.03
|
Representations and Warranties of NASB
|
20
|
5.04
|
Representations and Warranties of Peoples
|
34
|
ARTICLE VI - COVENANTS
|
38
|
|
6.01
|
Reasonable Best Efforts
|
38
|
6.02
|
Shareholder Approval
|
38
|
6.03
|
Registration Statement; Proxy Statement/Prospectus
|
38
|
6.04
|
Press Releases
|
39
|
6.05
|
Access; Information
|
39
|
6.06
|
Acquisition Proposals; Break Up Fee
|
40
|
6.07
|
Takeover Laws
|
40
|
6.08
|
Certain Policies
|
40
|
6.09
|
Regulatory Applications
|
41
|
6.10
|
Employment Matters; Employee Benefits
|
41
|
6.11
|
Notification of Certain Matters
|
43
|
6.12
|
No Breaches of Representations and Warranties
|
43
|
6.13
|
Consents
|
43
|
6.14
|
Insurance Coverage
|
43
|
6.15
|
Correction of Information
|
43
|
6.16
|
Confidentiality
|
43
|
6.17
|
Regulatory Matters
|
44
|
6.18
|
Indemnification
|
44
|
6.19
|
Environmental Assessments
|
44
|
6.20
|
Advisory Board
|
44
|
6.21
|
Leases
|
45
|
6.22
|
Termination of the Loan Production Office Lease
|
45
|
|
|
|
ARTICLE VII - CONDITIONS TO CONSUMMATION OF THE MERGER; CLOSING
|
45
|
|
7.01
|
Conditions to Each Party’s Obligation to Effect the Merger
|
45
|
7.02
|
Conditions to Obligation of NASB
|
45
|
7.03
|
Conditions to Obligation of Peoples and Peoples Bank
|
46
|
7.04
|
Closing
|
47
|
ARTICLE VIII - TERMINATION
|
47
|
|
8.01
|
Termination
|
47
|
8.02
|
Effect of Termination and Abandonment; Enforcement of Agreement
|
48
|
ARTICLE IX - MISCELLANEOUS
|
48
|
|
9.01
|
Survival
|
48
|
9.02
|
Waiver; Amendment
|
48
|
9.03
|
Counterparts
|
49
|
9.04
|
Governing Law
|
49
|
9.05
|
Expenses
|
49
|
9.06
|
Notices
|
49
|
9.07
|
Entire Understanding; No Third Party Beneficiaries
|
50
|
9.08
|
Interpretation; Effect
|
50
|
9.09
|
Waiver of Jury Trial
|
50
|
9.10
|
Successors and Assigns; Assignment
|
50
|
If to NASB, to:
|
North Akron Savings Bank
158 East Cuyahoga Falls Avenue
Akron, Ohio 44310
Attention: Stephen D. Hailer, President and CEO
|
With a copy to:
|
Brouse McDowell, LPA.
388 South Main Street, Suite 500
Akron, Ohio 44311
Attention: James S. Hogg, Esq.
|
If to Peoples or Peoples Bank, to:
|
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
Attention: Charles W. Sulerzyski, President & CEO
|
With a copy to:
|
Peoples Bancorp Inc.
1 138 Putnam Street
Marietta, Ohio 45750
Attention: M. Ryan Kirkham, Esq., Corporate Counsel
|
Shareholder
|
Address
and Facsimile
|
Number of Shares
|
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.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(f)
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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.
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(g)
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The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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PEOPLES BANCORP INC.
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By:
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/s/ Charles W. Sulerzyski
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Charles W. Sulerzyski
President and Chief Executive Officer
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Name
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Date
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Capacity
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/s/ Charles W. Sulerzyski
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July 30, 2014
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President, Chief Executive Officer and Director
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Charles W. Sulerzyski
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/s/ Edward G. Sloane*
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July 30, 2014
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Executive Vice President, Chief Financial Officer
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Edward G. Sloane
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and Treasurer (Principal Financial and Accounting Officer)
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/s/ Tara M. Abraham*
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July 30, 2014
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Director
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Tara M. Abraham
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/s/ Carl L. Baker, Jr.*
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July 30, 2014
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Director
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Carl L. Baker, Jr.
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/s/ George W. Broughton*
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July 30, 2014
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Director
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George W. Broughton
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/s/ David F. Dierker*
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July 30, 2014
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Director
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David F. Dierker
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/s/ Richard Ferguson*
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July 30, 2014
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Chairman of the Board and Director
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Richard Ferguson
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/s/ James S. Huggins*
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July 30, 2014
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Director
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James S. Huggins
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/s/ Brenda F. Jones, M.D.*
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July 30, 2014
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Director
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Brenda F. Jones, M.D.
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/s/ David L. Mead*
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July 30, 2014
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Director
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David L. Mead
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/s/ Susan D. Rector*
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July 30, 2014
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Director
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Susan D. Rector
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/s/ Thomas J. Wolf*
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July 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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4.2
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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. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Amended and Restated Effective June 26, 2014)*
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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 June 30, 2014 (File No. 0-16772)
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10.1(b)
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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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10.9
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Form of Stock Option Agreement used in connection with grant of incentive stock options under Peoples Bancorp Inc. 1995 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10(m) to Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 0-16772) (“Peoples’ 1998 Form 10-K”)
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10.10
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Peoples Bancorp Inc. 1998 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10 to Peoples’ Registration Statement on Form S-8 filed September 4, 1998 (Registration Statement No. 333-62935)
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10.11
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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. 1998 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10(o) to Peoples’ 1998 Form 10-K
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10.12
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Form of Stock Option Agreement used in connection with grant of non-qualified stock options to consultants/advisors of Peoples under Peoples Bancorp Inc. 1998 Stock Option Plan.*
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Incorporated herein by reference to Exhibit 10(p) to Peoples’ 1998 Form 10-K
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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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DAVID F. DIERKER
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[Signature]
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David F. Dierker
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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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