-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0oKL47z1W0z8lyzmTlHVBQmXC7NI9v32AHqaDr0pFAPcOMA1ps91Nea+A11oLmF W6f52Lk1gvmMX2SCr5Nlxg== 0000318300-03-000092.txt : 20030623 0000318300-03-000092.hdr.sgml : 20030623 20030623153058 ACCESSION NUMBER: 0000318300-03-000092 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310987416 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 03753306 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750-0738 BUSINESS PHONE: 7403733155 11-K/A 1 form11ka.txt FORM 11K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 11-K/A (Amendment No. 1) ________________ (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-16772 A. Full title of the plan and address of the plan: Peoples Bancorp Inc. 138 Putnam Street, P.O. Box 738 Marietta, Ohio 45750 Attn: The Plan Administrative Committee B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Peoples Bancorp Inc. 138 Putnam Street, P.O. Box 738 Marietta, Ohio 45750 PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN ANNUAL REPORT ON FORM 11-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 EXPLANATORY NOTE The purpose of this Form 11-K/A ("Form 11-K/A") is to amend the Annual Report on Form 11-K for the fiscal year ended December 31, 2002 filed on behalf of the Peoples Bancorp Inc. Retirement Savings Plan in order to clarify the disclosure included in several of the footnotes to the financial statements included in the Form 11-K/A and include as Exhibit 99.1 the certification of the chief executive officer and the chief financial officer of Peoples Bancorp Inc. pursuant to Title 18, United States Code, Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 CONTENTS -------- PAGE ------ Independent Auditor's Report.................................................1 Statements of Net Assets Available for Benefits at December 31, 2002 and 2001...........................................2 Statements of Changes in Net Assets Available for the Years Ended December 31, 2002 and 2001...............................3 Notes to Financial Statements..............................................4-9 SUPPLEMENTAL INFORMATION Schedule of Assets Held for Investment Purposes at the End of Year..........10 Signatures..................................................................11 Exhibit Index...............................................................12 May 22, 2003 To the Plan Administrative Committee Peoples Bancorp Inc. Retirement Savings Plan Marietta, Ohio INDEPENDENT AUDITORS' REPORT We have audited the accompanying statements of net assets available for benefits of Peoples Bancorp, Inc. Retirement Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U. S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the December 31, 2002 and 2001 financial statements referred to above present fairly, in all material respects, the net assets available for benefits with fund information of Peoples Bancorp Inc. Retirement Savings Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits with fund information for the years then ended in conformity with U.S. generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedule H - Assets Held for Investment Purposes at End of Year referred to as "Supplemental Information" is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PEOPLES BANCORP, INC. RETIREMENT SAVINGS PLAN PAGE 2 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2002 AND 2001 ASSETS 2002 2001 -------- --------- ASSETS Cash and cash equivalents $ 0 $ 429 Investments, at fair value: Money market funds 293,810 3,723,181 Peoples certificates of deposit 0 1,090,051 Shares of Registered Investment Companies 3,125,176 1,284,835 Shares of Common/Collective Trusts 3,192,167 0 Common stock-Peoples Bancorp Stock Fund 7,116,109 5,140,753 Participant loan receivable 262,406 250,626 ---------- ---------- Total investments 13,989,668 11,489,446 Receivables: Interest and dividends receivable 41,233 45,041 ---------- ---------- Total receivables 41,233 45,041 TOTAL ASSETS 14,030,901 11,534,916 LIABILITIES Accrued expenses 4,086 0 Excess contributions payable 0 5,364 TOTAL LIABILITIES 4,086 5,364 Net assets available for benefits $ 14,026,815 $ 11,529,552 ============ ============ The accompanying notes are an integral part of these financial statements. PEOPLES BANCORP, INC. RETIREMENT SAVINGS PLAN PAGE 3 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001 ------ ------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Interest and dividend income $ 798,011 $ 297,277 Net realized gain and unrealized appreciation on investments 1,117,490 1,015,674 Participant contributions 816,948 649,133 Rollover contributions 89,906 103,629 Employers' contributions 413,324 351,551 --------- -------- Total additions 3,235,679 2,417,264 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 728,029 564,801 Administration fees 10,387 0 -------- -------- Total deductions 738,416 564,801 -------- -------- Net increase 2,497,263 1,852,463 Net Assets Available for Benefits Beginning of year 11,529,552 9,677,089 ----------- ---------- End of year $ 14,026,815 $ 11,529,552 ============= =============
The accompanying notes are an integral part of these financial statements. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 4 NOTES TO FINANCIAL STATEMENTS NOTE 1: DESCRIPTION OF PLAN The following brief description of Peoples Bancorp Inc. Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General ------- The Plan is a defined contribution plan covering substantially all employees of Peoples Bancorp Inc. (the "Employer"). The Plan is a qualified trust under Sections 401(a) and 401(k) of the Internal Revenue Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The directed Trustee of the Plan is AMVESCAP National Trust Company ("AMVESCAP"). The Administrator of the Plan is the Retirement Planning Committee of Peoples Bank, National Association ("Peoples Bank"), a subsidiary of Peoples Bancorp Inc. Eligibility ----------- Employees are eligible to participate in the Plan upon reaching age 21 and with one hour of service. The employee completes the service requirement on his/her employment commencement date. Employees may join the Plan at any time by completing the election form on a day to day basis beginning January 1, 2002. Contributions ------------- Each year, participants may contribute a percentage of pretax annual compensation not to exceed a dollar limit which is set by law. Participants may also directly rollover amounts representing distributions from other qualified plans. In addition, Peoples Bancorp Inc. will make a matching contribution on the employee's behalf. The amount of this matching contribution will be determined each year by the Employer's Board of Directors. Effective for 2002 and 2001, the Employer's matching contribution was 100% of the employee's contribution up to the first 3% of the employee's compensation and 50% of the employee's contribution on the next 2% of the employee's compensation. Participant Directed Investments -------------------------------- Participants direct the investment of their contributions and their allocated share of the matching contributions into various investment options offered by the Plan. From the period of January to October of 2002 the Plan was administered by First Merchantile Trust. The Plan currently offers twelve funds as investment options for participants through the Plan's administered trust fund with AMVESCAP. Participants may change their investment options at any time via the internet. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 5 NOTES TO FINANCIAL STATEMENTS NOTE 1: DESCRIPTION OF PLAN (Continued) Participant Accounts -------------------- Each participant's account is credited with the participant's contribution and allocations of the Employer's matching contribution and Plan earnings. Allocations are based on participants' earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting ------- Participants are immediately fully vested in their voluntary contributions, the Employer's matching contributions and actual earnings thereon. Participant Loans Receivable ---------------------------- Participants may apply for a loan from their account under the Plan. Certain legal restrictions impose limits on the amount of the loan and repayment terms. The maximum loan amount is $50,000. The specific limit for any participant is 50% of their account balance. If a participant has an existing loan at the time of application, the $50,000 limit is reduced by the highest outstanding balance of the participant's loan over the previous twelve-month period or the total of all outstanding loans the day the new loan is granted. Generally, the participant's loan must be repaid within five years, unless the proceeds are used to purchase a principal residence. Payment of Benefits ------------------- The participant's benefit will equal the sum of the salary deferral, the voluntary nondeductible contribution, the rollover contribution and the Employer's matching contribution plus net income and net losses resulting from the investment of these amounts as valued on the valuation date as defined. Payment of such amounts upon termination of employment may be deferred until the participant reaches normal retirement, becomes eligible for early retirement benefits, terminates employment prior to retirement, becomes disabled or dies. If the benefit is $5,000 or less, the benefit will be paid in a lump-sum payment. If the benefit exceeds $5,000, the participant may elect to have benefits paid in a lump-sum payment or in equal installments over a fixed period of time not to exceed ten years. If a participant dies without a surviving spouse, either before or after retirement, but before a complete distribution of their accounts, then the full value of the participant's accounts will be paid to a designated beneficiary. If a participant dies with a surviving spouse, either before or after retirement, but before a complete distribution of their accounts, then the full value of the participant's accounts will be paid to the surviving spouse. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 6 NOTES TO FINANCIAL STATEMENTS NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting ------------------- The financial statements of the Plan are prepared using the accrual method of accounting. Estimates --------- The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Investment Valuation and Income Recognition ------------------------------------------- Shares of the common/collective trusts are valued at the Plan's proportionate share of net shares of the fund as of the most recent valuation date. Shares of the registered investment companies are revalued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Investments in Peoples Bancorp Inc. common stock are carried at quoted market prices. The investment in Peoples Bank certificates of deposit, money market funds, and the participant loans are recorded at cost which approximates fair market value. Dividends and interest received from investments are recorded as earned on an accrual basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Payment of Benefits ------------------- Benefits are recorded when paid. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 7 NOTES TO FINANCIAL STATEMENTS NOTE 3: INVESTMENTS The Plan's investments are held by a bank-administered trust fund. The following table presents the fair values of investments. Investments that represent 5% or more of the Plan's net assets are identified with an asterisk.
December 31, -------------------------------------------------------------- 2002 2001 ---------------------------- ------------------------------ FAIR FAIR UNITS VALUE UNITS VALUE INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE Fidelity U.S. Treasury Income Portfolio Fund 0 $ 0 3,723,181 $ 3,723,181 Invesco Cash Reserve Fund 293,810 293,810 0 0 * Liberty Acorn Fund 70,015 1,085,232 71,859 1,284,835 American Century Strategic Allocation 1,290 6,289 0 0 American Growth Fund of America 18,358 339,079 0 0 Dodge & Cox Common Stock 2,083 183,378 0 0 * Dodge & Cox Balanced Fund 12,295 746,967 0 0 ING Pilgrim International Value 32,935 338,905 0 0 Aim Mid-Cap Core Equity 20,081 425,326 0 0 * Invesco 500 Index Trust 57,929 1,259,366 0 0 Invesco Structured Small-Cap Val Equity Trust 1,310 72,921 0 0 Invesco Core Fixed Income Trust 11,786 342,017 0 0 * Invesco Stable Value Trust 1,517,863 1,517,863 0 0 * Peoples Bancorp Inc. Common Stock 531,551 7,116,109 280,150 5,140,753 --------- --------- $13,727,262 $10,148,769 ----------- =========== INVESTMENTS AT ESTIMATED FAIR VALUE Peoples Bank Certificates of Deposit 0 $ 0 1,090,051 $ 1,090,051 Participants Loans Receivable 262,406 250,626 ------- ------- $ 262,406 $ 1,340,677 -------- ---------- TOTAL INVESTMENTS $13,989,668 $11,489,446 =========== ===========
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 8 NOTES TO FINANCIAL STATEMENTS NOTE 3: INVESTMENTS (Continued) During 2002 and 2001, the Plan's investments (including investments bought, sold and held during the year) appreciated in value by $1,117,490 and $1,015,674, respectively as follows:
2002 2001 ----------------- ----------------- CHANGES IN INVESTMENTS REPORTED AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE Liberty Acorn Fund $ (195,491) $ 67,092 Templeton Foreign Fund 0 (483) Janus Worldwide Fund 0 (83,632) White Oak Growth Fund (164,149) (162,125) T Rowe Price Mid-Cap Growth 0 823 Vanguard Total Bond Fund 7,600 (361) Vanguard 500 Index Fund (351,377) (183,655) Vanguard Asset Allocation Fund 0 (53,228) ING International Value (91,760) 0 Calvert Income A (315) 0 Dodge & Cox Balanced Fund (43,831) 0 Dodge & Cox Stock Fund (12,900) 0 Money Market Funds 9,118 0 AMRO Income Plus-Stable Value 8,469 0 Heartland Value Fund (8,524) 0 Fidelity Mid-Cap (136,685) 0 American Growth Fund of America (17,999) 0 Invesco 500 Index Trust (25,428) 0 Invesco Structured Small-Cap Value Equity Trust (16) 0 Invesco Core Fixed Income Trust 7,292 0 Aim Mid-cap Core Equity 449 0 American Century Strategic Allocation Funds (51) 0 Notes Receivable-participant loan fund (2,005) 0 Domini Social Equity (2,429) 0 Peoples Bancorp Inc. Common Stock $ 2,137,522 $ 1,431,243 ---------- --------- NET CHANGE IN FAIR VALUE $ 1,117,490 $ 1,015,674 ========== ==========
NOTE 4: RELATED PARTY TRANSACTIONS Certain Plan investments such as certificates of deposit and shares in the common/collective trusts were managed by Peoples Bank for the first few days of the this plan year. Peoples Bank was also the trustee as defined by the Plan for the first few days of this plan year and, therefore, these transactions qualify as party-in-interest. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN PAGE 9 NOTES TO FINANCIAL STATEMENTS NOTE 5: PAYMENT OF EXPENSES The Employer elected to pay certain administrative expenses and investment costs of the Plan. Should the Employer elect not to pay all or part of such expenses, the Trustee then pays these expenses from the Plan. NOTE 6: PLAN TERMINATION Although it has not expressed any intent to do so, Peoples Bancorp Inc. has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will continue to be 100% vested in their accounts. NOTE 7: TAX STATUS The Employer has adopted a qualified retirement plan by executing a prototype nonstandardized adoption agreement. The prototype plan has received an opinion letter from the national office of the Internal Revenue Service indicating that the form of the plan document and adoption agreement is acceptable under the Internal Revenue Code for use by employers for the benefit of their employees. The Employer will apply for a determination letter from the Director of Rulings and Agreements of the Internal Revenue Service, and expects to receive a favorable determination letter indicating that the form of the Plan is in compliance with the applicable requirements of Section 401(a) of the Internal Revenue Code and that the Plan's trust is in compliance with the applicable retirements of Section 501(a) of the Internal Revenue Code. As a result, the Sponsor believes that employer contributions to the trust are deductible under Section 404(a) of the Internal Revenue Code, and earning on the trust are tax exempt from Federal Income taxes under Section 501(a) of the Internal Revenue Code until distributed. PEOPLES BANCORP RETIREMENT SAVINGS PLAN PAGE 10 Employer Identification Number: 31-0987416 Three Digit Plan Number: 002 SCHEDULE H - Assets Held for Investment Purposes at End of Year As of December 31, 2002
(a) (b) Identity of issues, (c) Description of investment including (d) Cost (e) Current Value borrower, lessor or maturity date, rate of interest, collateral, Units similar party par or maturity value - ------------------------------------------------------------------------------------------------------------------------------------ Invesco Cash Reserve Fund 293,810 293,810 293,810 Acorn Fund 70,015 1,071,656 1,085,232 American Century Strategic Allocation 1,290 6,341 6,289 American Growth Fund 18,358 349,160 339,079 Dodge & Cox Common Stock 2,083 181,420 183,378 Dodge & Cox Balanced 12,295 742,531 746,967 ING Pilgrim International Value 32,935 343,614 338,905 Aim Mid-Cap Core Equity 20,081 424,990 425,326 Invesco 500 Index Trust 57,929 1,285,211 1,259,366 Invesco Structured Small-Cap Value Equity Trust 1,310 72,941 72,921 Invesco Core Fixed Income Trust 11,786 334,737 342,017 Invesco Stable Value Trust 1,517,863 1,517,863 1,517,863 Peoples Bancorp Inc. Common Stock 531,551 2,662,149 7,116,109 Participant loans 262,406 262,406
SIGNATURES ========== The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN Date: June 23, 2003 By:/s/ JOHN E. DAKESIAN --------------------------------------- John E. Dakesian Chairman, Retirement Planning Committee EXHIBIT INDEX Exhibit Number Description - -------------- ------------------------------- 23.1 Consent of Independent Auditors 99.1 Certification of John E. Dakesian, Vice President Pursuant to 18 U.S.C. Section 1350. EX-23 3 consent11ka.txt AUDITORS CONSENT EXHIBIT 23.1 Consent of Independent Auditors To the Plan Administrative Committee Peoples Bancorp Inc. Retirement Savings Plan Marietta, Ohio We consent to incorporation by reference in the Registration Statement (Form S-8 No.33-1803) pertaining to the Peoples Bancorp Inc. Retirement Savings Plan of our report dated May 22, 2003 with respect to the financial statements and schedules of the Peoples Bancorp Inc. Retirement Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 2002. By: Rea & Associates, Inc. June 19, 2003 EX-99 4 cert906.txt CERTIFICATION Exhibit 99.1 CERTIFICATION PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K/A for the fiscal year ended December 31, 2002 as filed on behalf of the Peoples Bancorp Inc. Retirement Savings Plan (the "Plan") with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Robert E. Evans, President and Chief Executive Officer of Peoples Bancorp Inc., and John W. Conlon, Chief Financial Officer of Peoples Bancorp Inc., certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: 1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ ROBERT E. EVANS * - ------------------------------------------------------ Robert E. Evans, President and Chief Executive Officer of Peoples Bancorp Inc. June 23, 2003 /s/ JOHN W. CONLON * - ------------------------------------------------------ John W. Conlon, Chief Financial Officer of Peoples Bancorp Inc. June 23, 2003 *A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Peoples Bancorp Inc. and will be retained by Peoples Bancorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----