FORM 10-Q/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number 0-16772
PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
31-0987416
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(I.R.S. Employer Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 373-3155
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Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, at May 1, 2002: 7,159,970.
PEOPLES BANCORP INC.
QUARTERLY REPORT ON FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
EXPLANATORY NOTE
The purpose of this Form 10-Q/A ("Form 10-Q/A") is to amend Items 4 and
6 of Part II of the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for
the quarterly period ended March 31, 2002.
This amendment does not reflect events occurring after the original
filing of the Quarterly Report on May 13, 2002 or modify or update those
disclosures as presented in the original Form 10-Q, except to reflect the
amendments described above.
PART II - OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders.
On April 11, 2002, Peoples Bancorp Inc. ("Peoples") held its Annual Meeting of
Shareholders in the Ball Room at the Holiday Inn in Marietta, Ohio. The meeting
was well-attended and 85% of the outstanding common shares were represented by
proxy. No votes were placed in person.
Three Directors of Peoples were re-elected to serve terms of three years each
(expiring in 2005): Frank L. Christy; Rex E. Maiden; and Joseph H. Wesel
(Chairman of the Board). Directors of Peoples who continue to serve after the
2002 Annual Meeting include Carl Baker, Jr., George W. Broughton, Wilford D.
Dimit, Robert E. Evans, Robert W. Price, Thomas C. Vadakin, and Paul T. Theisen.
Voting results were as follows:
Shareholder Voting Results
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Nominee For Withheld Against
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Frank L. Christy 6,049,325 27,010 111
Rex E. Maiden 6,049,552 26,033 1,861
Joseph H. Wesel 6,049,799 26,365 1,282
The proposal to approve the Peoples Bancorp Inc. 2002 Stock Option Plan, under
which 425,000 common shares of Peoples will be available for issuance, was also
approved by the shareholders of Peoples. The vote on this proposal was as
follows:
For Against Abstentions
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5,839,704 165,782 71,960
ITEM 6: Exhibits and Reports on Form 8-K.
a) Exhibits:
EXHIBIT INDEX
Exhibit
Number Description Exhibit Location
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10 Peoples Bancorp Inc. Incorporated herein by reference
2002 Stock Option Plan to Exhibit 10 to Peoples'
Registration Statement on Form
S-8 (Registration No. 333-86246)
11 Computation of Earnings Incorporated herein by reference
Per Share to Exhibit 11 to Peoples'
Quarterly Report on Form 10-Q
for the fiscal quarter ended
March 31, 2002 (File No. 0-16772)
b) Reports on Form 8-K:
Peoples filed the following reports on Form 8-K during the three months
ended March 31, 2002:
1) Filed January 4, 2002 - News release announcing the signing of
a definitive agreement to acquire all the outstanding common
shares of First Colony Bancshares, Inc.
2) Filed January 22, 2002 - News release announcing Peoples' earnings
for the fourth quarter of 2001 and year ended December 31, 2001.
3) Filed February 14, 2002 - News release announcing the declaration of
a $0.15 per share dividend by Peoples' Board of Directors.
4) Filed March 29, 2002 - News release announcing Peoples will report
first quarter gains and increased operating earnings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEOPLES BANCORP INC.
Date: December 12, 2002 By: /s/ ROBERT E. EVANS
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Robert E. Evans
President and Chief Executive Officer
Date: December 12, 2002 By: /s/ JOHN W. CONLON
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John W. Conlon
Chief Financial Officer
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CERTIFICATIONS
I, Robert E. Evans, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A (Amendment
No. 1) of Peoples Bancorp Inc.; and
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report.
Date: December 12, 2002 By: /s/ ROBERT E. EVANS
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Robert E. Evans
President and Chief Executive Officer
I, John W. Conlon, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A (Amendment
No. 1) of Peoples Bancorp Inc.; and
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report.
Date: December 12, 2002 By: /s/ JOHN W. CONLON
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John W. Conlon
Chief Financial Officer
EXHIBIT INDEX
PEOPLES BANCORP INC. QUARTERLY REPORT ON FORM 10-Q/A
FOR QUARTERLY PERIOD ENDED MARCH 31, 2002
Exhibit
Number Description Exhibit Location
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10 Peoples Bancorp Inc. Incorporated herein by reference
2002 Stock Option Plan to Exhibit 10 to Peoples'
Registration Statement on Form
S-8 (Registration No. 333-86246)
11 Computation of Earnings Incorporated herein by reference
Per Share to Exhibit 11 to Peoples'
Quarterly Report on Form 10-Q
for the fiscal quarter ended
March 31, 2002 (File No. 0-16772)