-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, g8swQe/S8X2z0syr4Dxo7o1uS+366p2bdrBo3Qgf9gKE1L3KGbyD4LJbXTiv9foh GUMwHBvd1JmIF5opy46gHw== 0000318300-94-000015.txt : 19940608 0000318300-94-000015.hdr.sgml : 19940608 ACCESSION NUMBER: 0000318300-94-000015 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940607 EFFECTIVENESS DATE: 19940626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310987416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-54003 FILM NUMBER: 94533251 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750 BUSINESS PHONE: 6143746163 S-3D 1 FORM S-3 PROSPECTUS OF DIVIDEND REINVESTMENT PLAN As filed with the Securities and Exchange Commission on June 7, 1994 Registration No. 33-________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Peoples Bancorp Inc. (Exact name of Registrant as specified in its charter) Ohio 31-0987416 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 138 Putnam Street P.O. Box 738 Marietta, Ohio 45750-0738 (614) 373-3155 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) With a copy to: Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq. Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease 138 Putnam Street 52 East Gay Street P.O. Box 738 P.O. Box 1008 Marietta, Ohio 45750-0738 Columbus, Ohio 43216-1008 (614) 373-3155 (614) 464-5607 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: June 24, 1994 If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] Page 1 of 57 Pages. Index to Exhibits at Page II-14 (Page 33 as sequentially numbered.) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed each class of Amount maximum maximum Amount of securities to to be offering price aggregate registration be registered registered per share offering price fee Common Shares, 500,000 $22.50 $11,250,000 $3,880 without par value Estimated solely for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended, and computed on the basis of $22.50, which price is the average of the high and low sales prices of the Common Shares as reported on the NASDAQ National Market System on June 2, 1994.
PROSPECTUS PEOPLES BANCORP INC. 138 Putnam Street Marietta, Ohio 45750 (614) 373-3155 DIVIDEND REINVESTMENT PLAN 500,000 COMMON SHARES (without par value) This Prospectus describes the Dividend Reinvestment Plan (the "Plan") of Peoples Bancorp Inc. (the "Company") under which the Company's common shares, without par value (the "Common Shares"), will be purchased by the Plan for participants with automatically reinvested dividends. The Plan provides an economical and convenient method for the holders of the Company's Common Shares to purchase additional Common Shares at market price and without the usual payment of a brokerage commission or service charge. The Plan does not represent a change in the Company's dividend policy or a guarantee of future dividends. Shareholders who do not wish to participate in the Plan will continue to receive cash dividends, as declared, in the usual manner. The Company has authorized the issuance of, and this Prospectus relates to, 500,000 of the Company's authorized and unissued Common Shares registered for purchase under the Plan. The Company reserves the right to suspend, modify or terminate the Plan at any time. It is suggested that this Prospectus be retained for future reference. * * * * * * * * * * * * * * * * THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. * * * * * * * * * * * * * * * * The date of this Prospectus is June 7, 1994 [Inside Front Cover Page of Prospectus] THE COMPANY The Company is an Ohio general for-profit corporation with its corporate headquarters in Marietta, Ohio and is a bank holding company under the Bank Holding Company Act of 1956, as amended. Its principal activity is owning and operating its wholly-owned subsidiaries, The Peoples Banking and Trust Company, an Ohio state-chartered bank ("Peoples Bank"), The First National Bank of Southeastern Ohio, a national bank ("First National Bank"), and The Northwest Territory Life Insurance Company, an Arizona reinsurance company ("Northwest Territory"). Both Peoples Bank and First National Bank are engaged in the business of commercial banking. Northwest Territory reinsures credit life and disability insurance issued to customers of Peoples Bank and First National Bank by another insurance company. This Prospectus relates to authorized and unissued Common Shares offered by the Company pursuant to the Plan. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Information, as of particular dates, concerning directors and officers, their compensation and any material interest of such persons in transactions with the Company is disclosed in proxy statements distributed to shareholders of the Company and filed with the Commission. Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should be available for inspection and copying at the Commission's Regional Offices at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661; and Suite 1300, 7 World Trade Center, New York, New York 10048. Copies can be obtained by mail from the Commission at prescribed rates. Requests should be directed to the Commission's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company has filed with the Commission a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), with respect to the Common Shares offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement, certain items of which have been omitted in accordance with the rules and regulations of the Commission. The omitted information may be inspected and copied, at prescribed rates, atthe public reference facilities maintained by the Commission at the addresses set forth above. For further information with respect to the Company and the Common Shares, reference is made to the Registration Statement, including the exhibits thereto. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, and all other reports filed with the Commission pursuant to the requirements of Section 13(a) or Section 15(d) of the Exchange Act since that date; and (2) the description of the Company's Common Shares contained in the Company's Registration Statement on Form 8-B (File No. 0-16772) filed with the Commission on July 20, 1993, as updated in any amendment or report filed by the Company for the purpose of updating such description. All documents subsequently filed by the Company after the date of this Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering will be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not, except as so modified or superseded, constitute a part of this Prospectus. The Company will provide, without charge, to any person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon written or oral request, a copy of any and all of the information that has been incorporated by reference in this Prospectus, other than exhibits. Requests should be made in writing to the Secretary of Peoples Bancorp Inc., 138 Putnam Street, Marietta, Ohio 45750, or by telephone at (614) 373-3155. DESCRIPTION OF THE PEOPLES BANCORP INC. DIVIDEND REINVESTMENT PLAN The following is a statement of the provisions of the Peoples Bancorp Inc. Dividend Reinvestment Plan (the "Plan") for shareholders of the Company. Information contained in the section entitled "DESCRIPTION OF THE PEOPLES BANCORP INC. DIVIDEND REINVESTMENT PLAN" on page __ through and including the information contained in the section entitled "EXPERTS" on page __ both explainand constitute the Plan, which was adopted by action of the Company's Board of Directors on March 24, 1994. PURPOSE OF THE PLAN The Plan offers holders of Common Shares a systematic method of investing their cash dividends in Common Shares without the payment of any brokerage commission, service charge or other expense. Because it is anticipated that most of the Common Shares will be purchased from the Company, the Plan will also provide the Company with a means of raising new capital. Advantages to the Participant A participant in the Plan who authorizes reinvestment of dividends will have the cash dividends, or any designated percentage of the cash dividends, on all Common Shares held in his or her name and all of the cash dividends on the Common Shares in the Plan automatically reinvested in Common Shares at market price. See "PURCHASES." There are no brokerage commissions or service charges for purchases under the Plan. Full investment of funds is possible because the Plan permits fractions of Common Shares, as well as full Common Shares, to be credited to accounts. In addition, dividends in respect of such fractions, as well as on full Common Shares, will be paid. A statement of account will be mailed to each participant following each investment for his or her account pursuant to the terms of the Plan. See "REPORTS TO PARTICIPANTS." The Plan does not represent a change in the Company's dividend policy or a guarantee of future dividends, which will depend upon the Company's earnings, financial requirements and other factors. ADMINISTRATION Registrar and Transfer Company Will Administer the Plan Registrar and Transfer Company, the Company's registrar and transfer agent ("R&T"), will administer the Plan, keep records, send statements of account to participants and perform other duties relating to the Plan. It is anticipated that most of the Common Shares purchased pursuant to the Plan will be purchased from the Company from Common Shares that are authorized but unissued. Common Shares purchased other than from the Company will be purchased by agents independent of the Company. All Common Shares purchased pursuant to the Plan, from the Company or otherwise, will be credited to the accounts of the Plan participants by R&T. ELIGIBILITY Record Holders May Participate All holders of record of Common Shares of the Company are eligible to participate in the Plan. The Company reserves the right to deny participation in the Plan to any shareholder who resides in a jurisdiction having laws or regulations that impose conditions upon the Plan which are unacceptable to the Company, or who fails to provide documentation acceptable to the Company of his or her state of residence. Consequently, the Plan may not be available to shareholders who live in certain states or countries. A shareholder of record who wishes to participate in the Plan must certify as to his or her state and country of residence on the Shareholder Enrollment Card and agree to notify R&T if such state or country of residence changes. PARTICIPATION BY SHAREHOLDERS Eligible Shareholders Must Enroll An eligible shareholder may join the Plan by completing and signing a Shareholder Enrollment Card and returning it to R&T. A Shareholder Enrollment Card and a postage-paid return envelope may be obtained at any time by writing to: Registrar and Transfer Company P.O. Box 1010 Cranford, New Jersey 07016 Attention: DRP Department Participation Begins Upon Receipt of Shareholder Enrollment Card Record dates for determining the holders of Common Shares entitled to receive dividends declared on Common Shares ("Dividend Record Dates") are chosen from time to time by the Company's Board of Directors and are customarily in the months of March, June, September and December. Dividend Record Dates will vary from time to time, and may be chosen in months other than March, June, September and December. An eligible shareholder may join the Plan at any time. If a Shareholder Enrollment Card is received by R&T at least five business days prior to the date on which a dividend is to be paid, the next dividend paid will be used, pursuant to the Plan, to buy Common Shares. If a Shareholder Enrollment Card is received fewer than five business days prior to the date on which a dividend is to be paid, that dividend will be paid in cash and participation in the Plan will begin with the subsequent cash dividend payment. Notwithstanding the foregoing, the Company reserves the right to delay participation in the Plan by any shareholder whenever the Company deems such delay necessary for purposes of compliance with applicable securities laws. The Shareholder Enrollment Card enrolls the participant in the Plan and directs that all, or a designated percentage, of dividends on the Common Shares registered in the participant's name be reinvested in Common Shares. When reinvestment of cash dividends is authorized, the Plan authorizes automatic reinvestment of 100% of the dividends on the Common Shares held in the Plan. Less than 100% of Dividends May Be Reinvested Eligible shareholders have the option under the Plan to reinvest automatically all, or any lesser percentage, of the cash dividends on Common Shares registered in their names. The percentage of participation desired should be specified on the Shareholder Enrollment Card. Once the percentage of cash dividends to be reinvested has been selected, that percentage will remain in effect until the election is changed. Therefore, any increase or decrease in the number of Common Shares registered in a participant's name will result in an increase or decrease in the amount of dividends reinvested under the Plan, unless the election is changed accordingly. Presently Registered Common Shares May Be Deposited into the Plan Shareholders can deposit Common Shares presently registered in their names into the Plan if they have elected full dividend reinvestment on the Shareholder Enrollment Card. Depositing Common Shares with the Plan will enable shareholders to receive one statement showing their total ownership of the Company's Common Shares and eliminate any expense or inconvenience related to safekeeping their Common Shares in certificate form. In order to deposit Common Shares with the Plan, a shareholder must complete and execute the stock transfer instructions on the reverse of each share certificate and deliver the certificate with a written request for R&T to deposit the Common Shares in the Plan. This request must be sent to: Registrar and Transfer Company P.O. Box 1010 Cranford, New Jersey 07016 Attention: DRP Department Shareholders May Change Their Election Shareholders may, at any time, change their election as to the percentage of dividends from Common Shares registered in their names which they wish to have reinvested under the Plan. To do so, a new Shareholder Enrollment Card must be completed and returned to R&T. Any change of election concerning the reinvestment of dividends must be received by R&T at least five business days prior to the date on which a dividend is to be paid to be effective for that dividend. PURCHASES Dividends Will Be Automatically Reinvested Cash dividends on full Common Shares, and any fraction of a Common Share, credited to each Plan account will be reinvested automatically in full under the Plan in additional Common Shares. The additional Common Shares will be credited to each account. Price of Common Shares Purchased Under the Plan The price of all Common Shares purchased with reinvested dividends, whether made available by the Company or purchased in the open market, will be based on the prices of the Common Shares reported on the NASDAQ National Market System. The price of Common Shares purchased from the Company under the Plan with reinvested dividends will be the current market price, which will be the average of the closing sales prices reported on the NASDAQ National Market System on the five business days immediately preceding the dividend payment date for which such prices have been reported. The price of Common Shares purchased in the open market will be the average purchase price of such Common Shares. Common Shares purchased other than from the Company pursuant to the Plan will be purchased by agents independent of the Company and its affiliates. Neither the Company nor any of its affiliates will exercise any direct or indirect control or influence over the times when, the prices at which, or the manner in which, such Common Shares will be purchased. Date of Purchase of Common Shares For Common Shares to be purchased from the Company, R&T will purchase Common Shares for the Plan on the dividend payment date. Common Shares purchased other than from the Company pursuant to the Plan will be purchased by agents independent of the Company and its affiliates. Neither the Company nor any of its affiliates will exercise any direct or indirect control or influence over the times when, the prices at which, or the manner in which, such Common Shares will be purchased. Number of Common Shares Purchased for Each Participant The number of Common Shares that will be purchased from a participant's dividends will depend on the amount of those dividends and the applicable purchase price of the Common Shares. A participant's account will be credited with the number of Common Shares (including any fractional share computed to five significant figures) that results from dividing the amount of dividends to be invested by the applicable purchase price. COSTS Absence of Brokerage Commissions or Service Charges on Purchase Participants will incur no brokerage commissions or service charges for Common Shares purchased under the Plan. Sale by a Participant of Common Shares Held in Account A participant may request in writing that any or all Common Shares credited to his or her account in the Plan be sold on the open market. Any such request must be signed by the participant with his or her signature guaranteed by any bank's officer and mailed to: Registrar and Transfer Company P.O. Box 1010 Cranford, New Jersey 07016 Attn: DRP Department Upon receipt of the written request of a participant, R&T will sell on the open market the number of whole Common Shares designated for sale in the written request. A participant who instructs R&T to sell his or her Common Shares on the open market will pay all brokerage fees, if any, which will be deducted from the proceeds of the sale by R&T. It is anticipated that such brokerage fees will total approximately 5% to 10% of the aggregate price of the Common Shares sold, depending upon the number of Common Shares sold. Cash payments for fractional Common Shares will be paid to the participant by R&T based on the selling price of the whole Common Shares. No brokerage fees or other charges will be deducted from cash payments to be made with respect to fractional Common Shares. In addition, if the Company or R&T on behalf of the Plan purchases from a participant in the Plan any of the Common Shares credited to the account of such participant, no brokerage fees or other charges will be payable by such participant. REPORTS TO PARTICIPANTS After each investment for a participant's account, R&T will mail to the participant a statement showing the amount invested, the purchase price, the number of Common Shares purchased and other similar information for the year to date. These statements are the participant's record of the costs of purchases of Common Shares made for the participant's account and should be retained for income tax and other purposes. In addition, participants will receive copies of the same communications sent to all other holders of Common Shares, including the Company's quarterly reports and annual reports to shareholders, notices of meetings of shareholders, proxy statements and Internal Revenue Service information for reporting dividend income received. CERTIFICATES FOR COMMON SHARES The number of Common Shares credited to a participant's account under the Plan will be shown on the participant's statement. Certificates for Common Shares purchased through the Plan will not be issued to the participant as a matter of course. However, certificates for any number of whole Common Shares credited to a participant's account under the Plan will be issued at any time upon the participant's written request to: Registrar and Transfer Company P.O. Box 1010 Cranford, New Jersey 07016 Attn: DRP Department Any remaining whole Common Shares and fractions of a Common Share will continue to be held in the participant's account. Certificates for fractions of Common Shares will not be issued under any circumstances. Common Shares credited to the account of a participant under the Plan may not be pledged. A participant who wishes to pledge his or her Common Shares must request that certificates for the Common Shares be issued in the participant's name as described above. PARTICIPANT'S WITHDRAWAL FROM THE PLAN A participant must notify R&T in writing in order to withdraw from the Plan. This notice must be mailed to: Registrar and Transfer Company P.O. Box 1010 Cranford, New Jersey 07016 Attn: DRP Department To be effective on any given dividend payment date, a participant's withdrawal notice must be received at least five business days prior to such dividend payment date. If a notice of withdrawal is received fewer than five business days prior to the date on which a dividend is to be paid, such notice may not become effective until such dividend is invested and the Common Shares purchased are credited to the participant's account under the Plan. Upon withdrawal from the Plan, or upon termination of the Plan by the Company, a certificate for the total number of whole Common Shares credited to a participant's account under the Plan will be delivered to the participant and cash payment will be made for any fraction of a Common Share. Cash payments for fractional Common Shares under the Plan will be based on the current market price which will be the average of the high and low prices of the Common Shares reported on the NASDAQ National Market System on the date the written withdrawal request is received by R&T. No brokerage fees or other charges will be deducted from cash payments to be made with respect to fractional Common Shares. Upon withdrawal from the Plan, a participant may request that all Common Shares, both whole and fractional, credited to his or her account in the Plan, be sold for the participant's account on the open market. See "COSTS." A participant who withdraws from the Plan may again become a participant at any time as long as he or she is then an eligible shareholder. See "ELIGIBILITY." DISPOSITION OF COMMON SHARES If a participant disposes of all Common Shares registered in his or her name, R&T will continue to reinvest the dividends on the Common Shares credited to his or her account under the Plan until otherwise notified in writing. However, if a participant then holds less than one full Common Share in the Plan, his or her participation in the Plan will be automatically terminated and R&T will make a cash payment to the participant for the remaining fractional Common Share. The payment price will be calculated as described in "PARTICIPANT'S WITHDRAWAL FROM THE PLAN." STOCK DIVIDENDS, STOCK SPLITS AND SUBSCRIPTION RIGHTS For Common Shares held in the Plan, any stock dividends or splits (including fractional Common Shares) will be credited to the participant's account. Stock dividends or splits distributed on all other Common Shares will be mailed directly to the shareholders or their nominees. In the event the Company makes available to its shareholders rights to subscribe to additional Common Shares, debentures or other securities, the full Common Shares held for a participant under the Plan will be added to other Common Shares held by the participant in calculating the number of rights to be offered such participant. VOTING OF COMMON SHARES IN THE PLAN Any Common Shares held in the Plan for a participant will be voted as the participant directs. For each meeting of shareholders, a participant will receive a proxy card which will enable the participant to vote all the Common Shares registered in the participant's name or held for the participant's account under the Plan, including fractions of a Common Share calculated to five significant figures. RESPONSIBILITY OF R&T AND THE COMPANY The Company and R&T, in administering the Plan, will not be liable for any act performed in good faith or for any good faith omission to act, including, without limitation, any claim of liability (a) arising out of the failure to terminate a participant's account upon such participant's death before R&T's actual receipt of a notice in writing of such death from a person authorized to give such notice and (b) with respect to the prices at which Common Shares are purchased or sold for a participant's account and the times when such purchases or sales are made. All transactions in connection with the Plan will be governed by the laws of the State of Ohio. THE COMPANY CANNOT ASSURE PARTICIPANTS OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON COMMON SHARES PURCHASED UNDER THE PLAN. FEDERAL INCOME TAX CONSEQUENCES Participants will be treated for federal income tax purposes as having received, on the dividend payment date, the full amount of the dividend in cash. In addition, the Internal Revenue Service has ruled that the amount of brokerage commissions paid by the Company on a participant's behalf is to be treated as a distribution to the participant which is subject to income tax in the same manner as dividends. Those amounts will be shown on R&T's regular reports to participants and will be supplied, for federal income tax reporting purposes, on the Form 1099 DIV delivered to participants each year. The sum of those amounts becomes the participant's cost basis for those Common Shares. The participant's holding period for Common Shares acquired pursuant to the Plan will begin on the day following the purchase of such Common Shares. Participants will not realize any taxable income when they receive certificates for whole Common Shares credited to Plan accounts, either upon request for certain of those Common Shares or upon termination of a shareholder's participation in, ortermination of, the Plan. Participants will realize gain or loss when they sell or exchange those Common Shares. The amount of such gain or loss will be the difference between the amount received for the Common Shares and the cost basis thereof. Participants are urged to consult their tax advisors as to the tax consequences of receiving a cash adjustment for a fractional Common Share credited to their account upon termination of their participation in, or termination of, the Plan. Reinvested dividends are not subject to withholding unless (a) the participant or the participant's broker fails to give the participant's Social Security or Tax Identification Number to R&T, (b) the Internal Revenue Service notifies R&T that the participant is subject to tax withholding, or (c) the participant fails to certify, under penalties of perjury, that the participant is not subject to backup withholding if such certification is required. If a participant is a shareholder whose dividends are subject to tax withholding, R&T will apply toward the purchase of Common Shares an amount equal to the dividends being reinvested less the amount of tax required to be withheld. The participant's statement of account will indicate the amount of tax withheld. THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM PARTICIPATION IN THE PLAN AND THE SUBSEQUENT DISPOSAL OF COMMON SHARES PURCHASED PURSUANT TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS. MODIFICATION OF THE PLAN The Company reserves the right to modify, suspend or terminate the Plan at any time. All participants will receive notice of any such action. Any such modification, suspension or termination will not affect previously executed transactions. The Company also reserves the right to adopt, and from time to time change, such administrative rules and regulations (not inconsistent in substance with the basic provisions of the Plan as then in effect) as it deems desirable or appropriate for the administration of the Plan. USE OF PROCEEDS The Company cannot estimate either the number of Common Shares that ultimately will be sold pursuant to the Plan or the prices at which such Common Shares will be sold. The proceeds from any such sales by the Company will be added to the shareholders' equity of the Company and will be available for general corporate purposes. THE COMMON SHARES The Company is authorized to issue 6,000,000 Common Shares, each without par value, of which 2,906,847 Common Shares were issued and outstanding on May 31, 1994. General Holders of the Company's Common Shares are entitled: (1) to receive dividends when and as declared by the Board of Directors out of funds legally available for distribution; (2) to one vote per share on each matter properly submitted to shareholders for their vote; and (3) to participate ratably in the net assets of the Company in the event of liquidation, after the payment of liabilities. Holders of the Company's Common Shares do not have the right to vote cumulatively for the election of directors. The Common Shares have no preemptive or conversion rights and are not subject to further calls or assessments by the Company. All of the Common Shares currently outstanding are validly issued, fully paid and non-assessable. Provisions in Amended Articles of Incorporation and Regulations Which May Be Deemed to Have Anti-Takeover Effects The Amended Articles of Incorporation (the "Amended Articles") and the Regulations of the Company contain the following provisions which may be deemed to have anti-takeover effects: (1) The Amended Articles require, if three members of the Board of Directors of the Company vote against the approval of such amendments or transactions, the affirmative vote of holders of shares entitling them to exercise not less than 75% of the voting power of the Company to: (a) adopt amendments to the Amended Articles or the Regulations of the Company; (b) adopt any proposal to fix or change the number of directors of the Company by action of the shareholders; or (c) adopt mergers, consolidations, a proposal to sell, lease, exchange, transfer or otherwise dispose of all or substantially all of the Company's property or assets, combinations or majority share acquisitions involving the issuance of Common Shares and requiring shareholder approval, and a proposal to dissolve the Company. If fewer than three members of the Board vote against such actions, then such actions must be approved by shareholders of the Company holding a majority of its voting power. (2) The Regulations classify the Board of Directors providing for three-year terms and the Amended Articles eliminate cumulative voting for directors. (3) A procedure is established for nominating candidates for election to the Board of Directors of the Company. (4) Directors may be removed only by the affirmative vote of the holders of 75% of the Company's voting power at an election of directors, and only for cause. The Company is an Ohio chartered corporation and, therefore, is subject to the provisions of Section 1701.831 of the Ohio Revised Code (the "Ohio Control Share Acquisition Statute"). The Ohio Control Share Acquisition Statute requires shareholder approval of any proposed "control share acquisition" of the Company. A "control share acquisition" is the acquisition, directly or indirectly, by any person (including any individual, partnership, corporation, society, association or two or more persons having a joint or common interest) of shares of a corporation that, when added to all of the shares of the corporation that may be voted, directly or indirectly, by the acquiring person, would entitle such person to exercise or direct the exercise of 20% or more (but less than 33 1/3%) of the voting power of the corporation in the election of directors or 33 1/3% or more (but less than a majority) of such voting power or a majority or more of such voting power. The control share acquisition must be approved in advance by the holders of at least a majority of the outstanding voting shares represented at a meeting at which a quorum is present and by the holders of a majority of the portion of the outstanding voting shares represented at such meeting excluding the voting shares owned by the acquiring shareholder and certain "interested shares," including shares owned by officers elected or appointed by the directors of the Company and by directors of the Company who are also employees of the Company. "Interested shares" also include those shares acquired by a person or group between the date of the first disclosure of a proposed control share acquisition or change-in-control transaction and the date of the special meeting of shareholders held pursuant to the Ohio Control Share Acquisition Statute. Shares acquired during that period by a person or group will be deemed "interested shares" only if (i) the amount paid for the shares by such person or group exceeds $250,000 or (ii) the number of shares acquired by such person or group exceeds 1/2 of 1% of the outstanding voting shares. The Company is also subject to the provisions of Chapter 1704 of the Ohio Revised Code (the "Merger Moratorium Statute"). The Merger Moratorium Statute prohibits an Ohio corporation that is a reporting company under the Exchange Act, such as the Company, from engaging in a wide range of business combinations and other transactions (including mergers, consolidations, asset sales, loans, disproportionate distributions of property and disproportionate issuances or transfers of shares or rights to acquire shares) with a person that owns, alone or with others, shares representing at least 10% of the voting power of the corporation (an "Interested Shareholder") for a period of three years after such person becomes an Interested Shareholder unless,prior to the date that the Interested Shareholder became such, the directors approve either the transaction or the acquisition of the corporation's shares that resulted in the person becoming an Interested Shareholder. Following the three-year moratorium period, a corporation may engage in covered transactions with an Interested Shareholder only if, among other things, (i) the transaction receives the approval of the holders of two-thirds of all the voting shares of the corporation and the approval of the holders of a majority of the voting shares of the corporation held by persons other than an Interested Shareholder or (ii) the remaining shareholders receive an amount for their shares equal to the higher of the highest amount paid in the past by the Interested Shareholder for the corporation's shares or the amount that would be due the shareholders if the corporation were to dissolve. REPORTS TO SHAREHOLDERS Shareholders of the Company receive Annual Reports containing audited consolidated financial statements with the report of the Company's independent certified public accountants. Shareholders also receive quarterly reports containing unaudited interim financial statements and other information. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article FIVE of the Company's Regulations authorizes the Company to indemnify any officer or director who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that the person is or was an officer, director, employee or agent of the Company. The Company may indemnify any such officer or director for expenses, judgments and fines incurred and amounts paid in settlement by that person only if the director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or had no reasonable cause to believe his conduct was unlawful in a criminal action. Indemnification can only be provided (1) by the majority vote of a quorum of directors of the Company who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (2) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by disinterested, independent legal counsel, or (3) by a majority vote of a quorum of shareholders of the Company, or (4) by the Court of Common Pleas of Washington County, Ohio, or, if the Company is a party thereto, the court in which such action, suit or proceeding was brought. Division (E) of Section 1701.13 of the Ohio Revised Code also provides for the authority of an Ohio corporation to indemnify a director, officer, employee or agent of the Company. The statutory provision is very similar, but not identical, to the language contained in Article FIVE of the Regulations. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. LEGAL MATTERS Legal matters in connection with the issuance of the Common Shares under the Plan shall be passed upon by the firm of Vorys, Sater, Seymour and Pease, Columbus, Ohio. EXPERTS The consolidated financial statements of the Company and its subsidiaries as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993, incorporated by reference in this Prospectus and in the Registration Statement, have been incorporated in this Prospectus and in the Registration Statement in reliance upon the report, which includes an explanatory paragraph discussing the Company's changes in its methods of accounting for postretirement benefits and income taxes in 1993, of Coopers & Lybrand, independent certified public accountants, given upon the authority of that firm as experts in accounting and auditing. [Back Cover Page of Prospectus] TABLE OF CONTENTS Page THE COMPANY 2 AVAILABLE INFORMATION 2 DOCUMENTS INCORPORATED BY REFERENCE 3 DESCRIPTION OF THE PEOPLES BANCORP INC. DIVIDEND REINVESTMENT PLAN 3 PURPOSE OF THE PLAN 4 ADMINISTRATION 4 ELIGIBILITY 5 PARTICIPATION BY SHAREHOLDERS 5 PURCHASES 7 COSTS 8 REPORTS TO PARTICIPANTS 8 CERTIFICATES FOR COMMON SHARES 9 PARTICIPANT'S WITHDRAWAL FROM THE PLAN 9 DISPOSITION OF COMMON SHARES 10 STOCK DIVIDENDS, STOCK SPLITS AND SUBSCRIPTION RIGHTS 10 VOTING OF COMMON SHARES IN THE PLAN 11 RESPONSIBILITY OF R&T AND THE COMPANY 11 FEDERAL INCOME TAX CONSEQUENCES 11 MODIFICATION OF THE PLAN 12 USE OF PROCEEDS 12 THE COMMON SHARES 13 REPORTS TO SHAREHOLDERS 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS 15 LEGAL MATTERS 16 EXPERTS 16 No person has been authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than those to which it relates or an offer of those to which it relates in any jurisdiction to any person to whom it is unlawful to make such offer. Neither the delivery of this Prospectus at any time nor any sales made pursuant to this Prospectus shall under any circumstances create any implication that the information herein is correct as of any time after its date or that there has been no change in the business or affairs of the Company since the date hereof. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following is an itemized statement of expenses in connection with the issuance and distribution of the securities to be registered, all of which will be borne by the Company: Securities and Exchange Commission registration fee $ 3,880 State securities registration fees $ 1,000* Printing expenses $ 1,500* Legal fees and expenses $ 7,500* Accounting fees $ 1,500* ----------- Total $ 15,380* *Estimated Item 15. Indemnification of Directors and Officers. ARTICLE FIVE of the Regulations of the Registrant governs the indemnification of officers and directors of the Registrant. ARTICLE FIVE provides: Section 5.01. Mandatory Indemnification. The corporation shall indemnify any officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 5.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 5.02. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding: (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Washington County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02. Section 5.03. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses(including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. Section 5.04. Determination Required. Any indemnification required under Section 5.01 and not precluded under Section 5.02 shall be made by the corporation only upon a determination that such indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Washington County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Washington County, Ohio or the court in which such actionor suit was brought, if any, to review the reasonableness of such determination. Section 5.05. Advances for Expenses. Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) if it shall ultimately be determined as provided in Section 5.04 that he is not entitled to be indemnified by the corporation as provided under Section 5.01; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Washington County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 5.06. Article Five Not Exclusive. The indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 5.07. Insurance. The corporation may purchase and maintain insurance or furnish similar protection, including but not limited to, trust funds,letters of credit, or self-insurance, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article Five. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. Section 5.08. Certain Definitions. For purposes of this Article Five, and as examples and not by way of limitation: (A) A person claiming indemnification under this Article Five shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and (B) References to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" within the meaning of that term as used in this Article Five. Section 5.09. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article Five may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Washington County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Washington County, Ohio in any such action, suit or proceeding. Division (E) of Section 1701.13 of the Ohio Revised Code addresses indemnification by an Ohio corporation and provides as follows: (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee,officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following: (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that the court of common pleas or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; (b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code. (3) To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. (4) Any indemnification under divisions (E)(1) and (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in divisions (E)(1) and (2) of this section. Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with any such action, suit, or proceeding; (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the shareholders or; (d) By the court of common pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5)(a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section, the articles or the regulations of a corporation state by specific reference to this division that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, or agent in defending any action, suit, or proceeding referred to in divisions (E)(1) and (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation. (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles or the regulations or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (7) A corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to divisions (E)(1) and (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation torepay or return payments made by the corporation pursuant to division (E)(5), (6), or (7). (9) As used in this division, references to "corporation" includes all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, or agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. The Registrant has purchased insurance coverage under a policy which insures directors and officers against certain liabilities which might be incurred by them in such capacity. Item 16. Exhibits. The exhibits filed pursuant to this Item immediately follow the Index to Exhibits. Exhibit Number Description 4(a) Amended Articles of Incorporation of Peoples Bancorp Inc. 4(b) Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. filed with the Ohio Secretary of State on April 22, 1994 4(c) Regulations of Peoples Bancorp Inc. 5 Opinion of Vorys, Sater, Seymour and Pease, counsel to Peoples Bancorp Inc. 23(a) Consent of Coopers & Lybrand 23(b) Consent of Vorys, Sater, Seymour and Pease, counsel to Peoples Bancorp Inc. 24 Powers of Attorney 99 Form of Shareholder Enrollment Card for enrollment of participants in the Peoples Bancorp Inc. Dividend Reinvestment Plan
Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (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; (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. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. (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) The undersigned Registrant hereby undertakes 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marietta, State of Ohio, on the 6th day of June, 1994. PEOPLES BANCORP INC. By:/s/ Robert E. Evans Robert E. Evans, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 6th day of June, 1994. Signature Title /s/ Robert E. Evans Robert E. Evans President, Chief Executive Officer and Director Jewell Baker Jewell Baker Director Dennis D. Blauser Dennis D. Blauser Director George W. Broughton George W. Broughton Director Wilford D. Dimit Wilford D. Dimit Director Barton S. Holl Barton S. Holl Director Norman J. Murray Norman J. Murray Director Fred R. Price Fred R. Price Director James B. Stowe James B. Stowe Director Paul T. Theisen Paul T. Theisen Director Thomas C. Vadakin Thomas C. Vadakin Director Joseph H. Wesel Joseph H. Wesel Chairman of the Board and Director Jeffrey D. Welch Jeffrey D. Welch Treasurer (Chief Accounting Officer) John W. Conlon John W. Conlon Chief Financial Officer By Power of Attorney /s/ Robert E. Evans Robert E. Evans (Attorney-in-Fact)
INDEX TO EXHIBITS Exhibit No. Description Page No. 4(a) Amended Articles of Incorporated herein by reference Incorporation of to the Registration Statement Peoples Bancorp Inc. on Form 8-B of Peoples Bancorp Inc. filed July 20, 1993 (File No. 0-16772) [Exhibit 3(a)] 4(b) Certificate of Amendment Pages 34 through 36 (Exhibit to the Amended Articles 4(b) of Incorporation of Peoples Bancorp Inc. filed with the Ohio Secretary of State on April 22, 1994 4(c) Regulations of Peoples Incorporated herein be reference Bancorp Inc. to the Registration Statement on Form 8-B of Peoples Bancorp Inc. filed June 20, 1993 (File No. 0-16772) [Exhibit 3(b)] 5 Opinion of Vorys, Sater, Pages 37 and 38 (Exhibit 5) Seymour and Pease, counsel to Peoples Bancorp Inc. 23(a) Consent of Coopers Page 39 [Exhibit 23(a)] & Lybrand 23(b) Consent of Vorys, Sater, Filed as part of Exhibit 5 Seymour and Pease, counsel to Peoples Bancorp Inc. 24 Powers of Attorney Pages 40 through 54 (Exhibit 24) 99 Form of Shareholder Pages 55 through 57 (Exhibit 99) Enrollment Card for enrollment of participants in the Peoples Bancorp Inc. Dividend Reinvestment Plan
PLEASE NOTE: PAGE NUMBERS REFERENCED IN EXHIBIT INDEX REFER TO ACTUAL PAGE NUMBERS IN PAPER FILING. EX-4 2 CERTIFICATE OF AMEND. TO AMENDED ARTICLES OF INC EXHIBIT 4(b) CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF PEOPLES BANCORP INC. FILED WITH THE OHIO SECRETARY OF STATE ON APRIL 22, 1994 CERTIFICATE OF AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF PEOPLES BANCORP INC. The undersigned hereby certify that they are the duly elected, qualified and acting President and Secretary, respectively, of Peoples Bancorp Inc., an Ohio corporation (the "Company"); that the Annual Meeting of the Shareholders (the "Annual Meeting") of the Company was duly called and held on April 5, 1994, at which Annual Meeting a quorum of shareholders of the Company was at all times present in person or by proxy; that the directors of the Company unanimously approved and recommended to the shareholders of the Company the approval of an amendment to Article FOURTH of the Company's Amended Articles of Incorporation in order to increase the authorized number of shares of the Company to 6,000,000 shares, all of which will be common shares, without par value; and that the resolution attached hereto as Annex 1 and incorporated herein by this reference, was duly adopted by the shareholders of the Company at the Annual Meeting by the affirmative vote of the holders of at least a majority of the voting power of the Company entitled to vote thereon in accordance with Article SEVENTH of the Amended Articles of Incorporation of the Company. IN WITNESS WHEREOF, the undersigned President and Secretary of Peoples Bancorp Inc., acting for and on behalf of said corporation, have hereunto set their hands this 19th day of April, 1994. /s/ Robert E. Evans Robert E. Evans, President /s/ Ruth I. Otto Ruth I. Otto, Secretary Annex 1 RESOLVED, that the Amended Articles of Incorporation of Peoples Bancorp Inc. be, and the same hereby are, amended by deleting present Article FOURTH in its entirety and by substituting in its place new Article FOURTH in the following form: Article FOURTH of the Amended Articles of Incorporation of Peoples Bancorp Inc. FOURTH: The authorized number of shares of the Corporation shall be 6,000,000, all of which shall be common shares, each without par value. EX-5 3 OPINION OF PBI LEGAL COUNSEL VORYS, SATER, ETC. EXHIBIT 5 Vorys, Sater, Seymour and Pease 52 East Gay Street P. O. Box 1008 Columbus, Ohio 43216-1008 (614) 464-6400 June 6, 1994 Peoples Bancorp Inc. 138 Putnam Street P.O. Box 738 Marietta, OH 45750-0738 Gentlemen: We have acted as special counsel for Peoples Bancorp Inc., an Ohio corporation (the "Company"), in connection with the proposed issuance and sale of common shares, without par value (the "Common Shares"), of the Company pursuant to the Peoples Bancorp Inc. Dividend Reinvestment Plan (the "Plan") as described in the Registration Statement on Form S-3 (the "Form S-3") to be filed with the Securities and Exchange Commission on June 7, 1994. The purpose of the Form S-3 is to register 500,000 Common Shares reserved for issuance under the Plan pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In connection with this opinion, we have examined an original or copy of, and have relied upon the accuracy of, without independent verification or investigation: (a) the Form S-3; (b) the Company's Amended Articles of Incorporation; (c) the Company's Regulations; (d) certain proceedings of the Company's Board of Directors; and (e) a certificate of good standing issued with respect to the Company by the Secretary of State of Ohio and dated June 3, 1994. We have also relied upon such other representations of the Company and officers of the Company and such authorities of law as we have deemed relevant as a basis for this opinion. In our examinations and in rendering this opinion, we have assumed, without independent investigation or examination, (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such originals of such latter documents; (b) the due completion, execution and acknowledgment as indicated thereon and delivery of all documents; and (c) compliance with applicable state securities laws. We have relied solely upon the examinations and inquiries related herein, and we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Based upon and subject to the foregoing and the further qualifications and limitations set forth below, as of the date hereof, we are of the opinion that: 1. The Company is a corporation legally existing under the laws of the State of Ohio. 2. After the 500,000 Common Shares of the Company shall have been issued by the Company upon payment therefor in the manner provided in the Plan and in the Form S-3 (when it becomes effective), such Common Shares will be validly issued, fully paid and non-assessable. This opinion is limited to the federal laws of the United States and to the laws of the State of Ohio having effect as of the date hereof. This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Common Shares and the filing of the Form S-3 and any amendments thereto. This opinion may not be relied upon by any other person or assigned, quoted or otherwise used without our specific written consent. Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the Form S-3 and to the reference to us in the Form S-3 under the caption "LEGAL MATTERS." Very truly yours, VORYS, SATER, SEYMOUR AND PEASE EX-23 4 CONSENT OF INDEPENDENT AUDITORS COOPERS & LYBRAND CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of Peoples Bancorp Inc. on Form S-3 (File No. ____________________) of our report, which includes an explanatory paragraph discussing the Company's changes in its methods of accounting for postretirement benefits and income taxes in 1993, dated January 28, 1994, on our audits of the consolidated financial statements of Peoples Bancorp Inc. as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992, and 1991, appearing in the Annual Report on Form 10-K for the fiscal year ended December 31, 1993, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1934. We also consent to the reference to our firm under the caption "Experts." /s/ COOPERS & LYBRAND Coopers & Lybrand Columbus, Ohio June 6, 1994 EX-24 5 POWERS OF ATTORNEY Exhibit 24 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ Robert E. Evans Robert E. Evans POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, her true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 24th day of March, 1994. /s/ Jewell Baker Jewell Baker POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ Dennis D. Blauser Dennis D. Blauser POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day of April, 1994. /s/ George W. Broughton George W. Broughton POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day of April, 1994. /s/ Wilford D. Dimit Wilford D. Dimit POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day of April, 1994. /s/ Barton S. Holl Barton S. Holl POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ Norman J. Murray Norman J. Murray POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th day of May, 1994. /s/ Fred R. Price Fred R. Price POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ James B. Stowe James B. Stowe POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day of April, 1994. /s/ Paul T. Theisen Paul T. Theisen POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ Thomas C. Vadakin Thomas C. Vadakin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th day of April, 1994. /s/ Joseph H. Wesel Joseph H. Wesel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of March, 1994. /s/ Jeffrey D. Welch Jeffrey D. Welch POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 relating to certain of its common shares, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, his true and lawful attorneys-in-fact and agents, each with full authority to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day of March, 1994. /s/ John W. Conlon John W. Conlon EX-99 6 FORM OF SHAREHOLDER ENROLLMENT CARD FOR PARTICPNTS EXHIBIT 99 FORM OF SHAREHOLDER ENROLLMENT CARD FOR ENROLLMENT OF PARTICIPANTS IN THE PEOPLES BANCORP INC. DIVIDEND REINVESTMENT PLAN PEOPLES BANCORP INC. DIVIDEND REINVESTMENT PLAN SHAREHOLDER ENROLLMENT CARD Please Read Carefully Before Signing By completing, signing and returning this form: (1) You authorize Peoples Bancorp Inc. (the "Company") to pay to Registrar and Transfer Company ("R&T") for your account all cash dividends payable on the percent specified by you on the reverse side of this Shareholder Enrollment Card of the common shares of the Company registered in your name or credited to your account under the Dividend Reinvestment Plan, as described in the Prospectus which you received with this Card. (2) You appoint R&T, under the terms and conditions of the Dividend Reinvestment Plan, as your agent to receive all of your cash dividends as described under Item 1 above, and to see that such dividends are used to purchase common shares of the Company as provided in the Plan. (3) You represent that your principal residence is shown on the reverse side of this Shareholder Enrollment Card. You agree to notify R&T promptly if your state or country of residence changes. You may revoke this authorization at any time by notifying R&T in writing of your desire to terminate your participation in the Dividend Reinvestment Plan. (Continued, and to be signed on the reverse side.) Yes, I would like to participate in the Dividend Reinvestment Plan and hereby appoint R&T as my agent. I hereby instruct the Company to pay to R&T, as my agent, all cash dividends payable on _________ percent of the common shares of the Company registered in my name or credited to my account under the Dividend Reinvestment Plan. ____________ ________________________ ________________________ Date Signature of Shareholder State or country of residence ____________ ________________________ ________________________ Date Signature of Shareholder State or country of residence Please print or type below information exactly as it appears on your share certificate(s), proxy or dividend check: ____________________________________________________________________________ Name(s) (1) First Name Middle Initial Last Name (Area Code) Phone Number ____________________________________________________________________________ (2) First Name Middle Initial Last Name (Area Code) Phone Number ____________________________________________________________________________ Home Address: Number Street ____________________________________________________________________________ City State Country Zip Code ____________________________________________________________________________ Social Security Number(s) (1) (2) Return this form only if you wish to participate in the Plan. All owners of joint registration must sign. When signing as trustee, guardian, executor, administrator or corporate officer, please give your full title. THIS IS NOT A PROXY -----END PRIVACY-ENHANCED MESSAGE-----