SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
RULE
13e-3 TRANSACTION STATEMENT UNDER
SECTION
13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Peoples
Bancorp
(Name
of
Issuer)
Peoples
Bancorp
(Name
of
Person(s) Filing Statement)
Common
Stock, $1.00 Par Value Per Share
(Title
of
Class of Securities)
709909105
(CUSIP
Number of Class of Securities)
Claudia
V. Swhier
Barnes
& Thornburg LLP
11
South
Meridian Street
Indianapolis,
Indiana 46204
(317)
231-7231
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Persons Filing Statement)
This
statement is filed in connection with (check the appropriate box):
a.
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x
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The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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b.
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¨
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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¨
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A
tender offer.
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d.
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¨
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None
of the above.
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Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies.
x
Check
the
following box if the filing is a final amendment reporting the results of the
transaction:
¨
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee**
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$2,872,357
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$88.19
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*Estimated
maximum price to be paid in lieu of issuance of fractional shares of common
stock to persons who would hold less than one whole share of common stock of
record after the proposed reverse stock split and based on an amount per share
equal to the product obtained by multiplying (A) $16.75 by (B) the total number
of shares of common stock owned by all such shareholders of record immediately
prior to the reverse stock split.
**Determined
pursuant to Rule 0-11(b)(1) as $2,872,357 multiplied by .0000307.
¨
Check
Box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
INTRODUCTION
Peoples
Bancorp, an Indiana corporation (the “Company”) is proposing that the Company’s
shareholders adopt amendments to the Company’s Articles of Incorporation that
will result in a reverse/forward stock split transaction. If the
split transaction is completed our registered shareholders who hold only
fractional shares after giving effect to the 1-for-760 reverse stock split
will
receive a payment of $16.75 per share for each pre-split share. If
the split transaction is completed, registered shareholders with fewer than
760
shares prior to the reverse stock split will have no interest in the Company
and
will become entitled only to a cash payment for their shares. The
Company expects to pay approximately $2,872,357 to its shareholders in the
aggregate in the reverse stock split. After the Company completes the
reverse stock split and identifies those shareholders entitled to payment for
their pre-split shares, it will complete a forward stock split in which each
share of common stock will be converted into 760 shares of common stock
post-split. As a result, registered shareholders who hold 760 or more
shares prior to the split transaction will ultimately hold the same number
of
shares following the split transaction. The effect of the split
transaction will be to reduce the number of shareholders of record to less
than
300, which will allow the Company to suspend its reporting obligations under
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This
Rule
13e-3 Transaction Statement on Schedule 13E-3 is being filed by the Company
pursuant to Section 13(e) of the Exchange Act and Rule 13e-3
thereunder.
This
Schedule 13E-3 is being filed with the Securities and Exchange Commission
concurrently with a preliminary proxy statement filed by the Company pursuant
to
Regulation 14A under the Exchange Act, pursuant to which the holders of the
common stock of the Company will be given notice of the annual meeting at which
they will be asked to approve the reverse and forward stock splits, and to
transact any other business properly brought before the annual
meeting.
The
information contained in the proxy statement is hereby expressly incorporated
herein by reference and the responses to each item are qualified in their
entirety by reference to the information contained in the proxy statement.
As of
the date hereof, the proxy statement is in preliminary form and is subject
to
completion or amendment. This Schedule 13E-3 will be further amended to reflect
such completion or amendment of the proxy statement.
All
parenthetical references under the various Items contained in this Schedule
13E-3 are references to the corresponding Items contained in Regulation M-A
under the Exchange Act.
TRANSACTION
STATEMENT
ITEM
1. Summary Term Sheet. (Reg. M-A 1001)
The
information set forth in the proxy statement under the captions “SUMMARY TERM
SHEET” and “QUESTIONS AND ANSWERS ABOUT THE SPLIT TRANSACTION AND THE ANNUAL
MEETING” is hereby incorporated herein by reference.
ITEM
2. Subject Company Information. (Reg. M-A
1002)
(a)
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The
information set forth in the proxy statement under the caption “SUMMARY
TERM SHEET--The Company and Peoples Federal” is hereby incorporated herein
by reference.
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(b)
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The
information set forth in the proxy statement under the caption “ABOUT THE
ANNUAL MEETING--Record Date; Voting Power” is hereby incorporated herein
by reference.
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(c)
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The
information set forth in the proxy statement under the caption “MARKET
PRICE OF PEOPLES BANCORP COMMON STOCK AND DIVIDEND INFORMATION” is hereby
incorporated herein by reference.
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(d)
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The
information set forth in the proxy statement under the caption “MARKET
PRICE OF PEOPLES BANCORP COMMON STOCK AND DIVIDEND INFORMATION” is hereby
incorporated herein by reference.
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(f)
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The
information set forth in the proxy statement under the caption “COMMON
STOCK PURCHASE INFORMATION” is hereby incorporated herein by
reference.
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ITEM
3. Identity and Background of Filing Person. (Reg. M-A
1003(a) through (c))
(a)-(c)
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The
information set forth in the proxy statement under the caption
“SUMMARY
TERM SHEET--The Company and Peoples Federal” is hereby incorporated herein
by reference.
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The
(i)
name, (ii) current principal occupation or employment, and the name and
principal business of any corporation or other organization in which the
employment or occupation is conducted, and (iii) material occupations,
positions, offices or employment during the past five years, of each of the
directors of the Company is incorporated by reference to “PROPOSAL 2 -- ELECTION
OF DIRECTORS OF THE COMPANY--Directors” in the proxy statement. Each such person
is a United States citizen. Unless otherwise noted, the principal address of
each person identified in that section of the proxy statement is 212 West
Seventh Street, Auburn, Indiana 46706-1723.
The
principal business addresses of the businesses for which such directors have
worked during the last 5 years, other than those directors employed by Peoples
Federal Savings Bank of DeKalb County (“Peoples Federal”), are as
follows:
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Business
Address of Employer
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Erica
D. Dekko
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751
E. North
Kendallville,
Indiana 46755
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Bruce
S. Holwerda
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2207
N. Main Street
Auburn,
Indiana 46706
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Stephen
R. Olson
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59924
U.S. 131 South
P.O.
Box 326
Three
Rivers, Michigan 49093
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John
C. Thrapp
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116
W. Mitchell Street
Kendallville,
Indiana 46755
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Douglas
D. Marsh
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131
W. Ensley Avenue
Auburn,
Indiana 46706
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Information
concerning the executive officers of the Company who are not
listed in the
table above is as follows:
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Position
held with Peoples Federal and the Company
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G.
Richard Gatton
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Chairman
of the Board
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Maurice
F. Winkler, III
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President
and Chief Executive Officer
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Cheryl
L. Taylor
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Secretary
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Steven
H. Caryer
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Vice
President and Chief Financial Officer
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Jeffrey
H. Gatton
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Senior
Vice President and Chief Operating Officer
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Jeffrey
L. Grate
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Vice
President of Lending Operations
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The
business experience of the executive officers is set forth below.
Mr.
G. Richard Gatton
served
as President, Chief Executive Officer of Three Rivers Financial Corporation,
and
in December 1990 became a director of First Savings Bank (“First Savings”), a
subsidiary of the Company that merged into Peoples Federal on October 1,
2007. Upon the merger of Three Rivers Financial Corporation into the
Company, Mr. Gatton became a director of the Company and retained his position
as President and Chief Executive Officer of First Savings. On March
1, 2006, he retired as President and Chief Executive Officer of First Savings,
and as a director of First Savings. Mr. Gatton was elected Chairman
of the Board of the Company, and Chairman of the Board and director of Peoples
Federal and of Peoples Financial Services, Inc. (“Peoples Financial”), a
wholly-owned subsidiary of Peoples Federal, on February 1,
2007. Prior to joining First Savings, Mr. Gatton served as President
of the Bank of Three Oaks, Michigan and President and CEO of First National
Bank
of Wabash, Indiana. Mr. Gatton has been involved in the banking
industry since 1966. He is the father of Jeffrey H. Gatton, former
President of First Savings and now Senior Vice President and Chief Operating
Officer of Peoples Federal.
Mr.
Winkler
was appointed to
the Board of Directors of Peoples Federal and the Company in June 1993. Mr.
Winkler joined Peoples Federal in 1979. From 1981 to 1985, he served
as Peoples Federal’s Controller and in December 1985 became Vice
President-Operations. Mr. Winkler assumed the duties of President and
Chief Executive Officer of the Company, Peoples Federal, and Peoples Financial
effective October 1, 1996. Mr. Winkler also serves as a director of
Peoples Financial.
Ms.
Taylor
joined Peoples
Federal in April 1986. She has served in various capacities for
Peoples Federal and was promoted to insurance agent for Peoples Financial in
November 1991. In August of 2000, Ms. Taylor was promoted to
Corporate Secretary for the Company and in October 2000 was promoted to Vice
President and Secretary of Peoples Financial.
Mr.
Caryer
became Vice
President and Chief Financial Officer of the Company and Peoples Federal in
September, 2006. Previously, Mr. Caryer was employed for nine years
by First Defiance Financial Corp. as Senior Vice President and
Controller. Prior to that, he was with Hicksville Building Loan and
Savings in a similar capacity.
Mr.
Jeffrey Gatton
had over
eleven years banking experience when he joined First Savings in October 1997
as
Vice President and Manager of the Indiana Division. He was promoted
to Executive Vice President and Chief Operations Officer in late
2000. In March 2006, Mr. Gatton was promoted to President of First
Savings. Upon the merger of Peoples Federal and First Savings on
October 1, 2007, Mr. Gatton was appointed Senior Vice President and Chief
Operating Officer of Peoples Federal. Mr. Gatton is the son of G.
Richard Gatton, the Chairman of the Board of the Company and Peoples
Federal.
Mr.
Grate
joined Peoples
Federal in July 1988 as a loan officer and a collection officer. In
July 1997, he was promoted to Vice President of Retail Lending. He
came to Peoples Federal with over two years of banking experience.
Each
of
such executive officers is a United States citizen. Their principal
address is 212 West Seventh Street, Auburn, Indiana 46706-1723.
Neither
the Company nor, to our knowledge, any of the foregoing directors or executive
officers has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or
state securities laws, or a finding of any violation of federal or state
securities laws.
ITEM
4. Terms of the Transaction. (Reg. M-A 1004(a)
and (c) through (f))
(a)
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The
information set forth in the proxy statement under the captions “SUMMARY
TERM SHEET,” “PROPOSAL 1 -- THE SPLIT TRANSACTION -- SPECIAL
FACTORS--Overview of the Split Transaction,” “--Background of the Split
Transaction,” “--Reasons for the Split Transaction,” “--Fairness of the
Split Transaction,” “--Effects of the Split Transaction on Affiliates,”
“--Determination of Fairness of Split Transaction By Affiliates,” “--Board
Recommendation,” “--Effects of the Split Transaction on the Company,”
“--Federal Income Tax Consequences,” “--Accounting Treatment” and “ABOUT
THE ANNUAL MEETING--Vote Required for Approval” is hereby incorporated
herein by reference.
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(c)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Fairness of the Split
Transaction,” “--Structure of the
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Split
Transaction,” and “--Effects of the Split Transaction on Affiliates” is hereby
incorporated herein by reference.
(d)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Appraisal Rights and
Dissenters’ Rights” is hereby incorporated herein by reference.
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(e)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Fairness of the Split
Transaction: Procedural Fairness” is hereby incorporated herein by
reference.
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ITEM
5. Past Contacts, Transaction, Negotiations and
Agreements. (Reg. M-A 1005(a) through (c) and (e))
(a)
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The
information set forth in the proxy statement under the caption
“TRANSACTIONS WITH CERTAIN RELATED PERSONS” is hereby incorporated herein
by reference.
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(c)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background of the Split
Transaction” is hereby incorporated herein by reference.
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(e)
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Certain
of the directors and executive officers hold stock options for shares
of
the Company’s common stock. Information concerning these stock
options is incorporated by reference to “PROPOSAL 2 -- ELECTION OF
DIRECTORS OF THE COMPANY--Voting Securities and Principal Holders
Thereof”
in the proxy statement.
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ITEM
6. Purposes of the Transaction and Plans or Proposals.
(Reg. M-A 1006(b) and (c)(1)-(8))
(b)
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The
fractional shares acquired in the reverse stock split will be retired
and
returned to the status of authorized but unissued shares of Company
Common
Stock.
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(c)
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(1)-(8)
The information set forth in the proxy statement under the captions
“PROPOSAL 1 -- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background
of the
Split Transaction” and “--Effects of the Split Transaction on the Company”
is hereby incorporated herein by
reference.
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ITEM
7. Purposes, Alternatives, Reasons and
Effects. (Reg. M-A 1013)
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The
information set forth in the proxy statement under the captions
“PROPOSAL
1 -- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background of
the Split
Transaction,” “--Reasons for the Split Transaction,” “--Fairness of the
Split Transaction,” “--Board Recommendation” and “--Structure of the Split
Transaction” is hereby incorporated herein by reference.
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(d)
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The
information set forth in the proxy statement under the captions “PROPOSAL
1 -- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Effects of the Split
Transaction on the Company,” “--Fairness of the Split Transaction,”
“--Effects of the Split Transaction on
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Affiliates,”
and “--Federal Income Tax Consequences” is hereby incorporated herein by
reference. The Split Transaction will have no effect on Peoples
Federal.
ITEM
8.
Fairness of the Transaction. (Reg. M-A
1014)
(a)-(b)
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The
information set forth in the proxy statement under the captions “PROPOSAL
1 -- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background of the
Split
Transaction,” “--Reasons for the Split Transaction,” “--Fairness of the
Split Transaction,” “--Board Recommendation,” “--Determination of Fairness
of Split Transaction By Affiliates” and “--Fairness Opinion of Financial
Advisor” is hereby incorporated herein by reference.
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(c)
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The
information set forth in the proxy statement under the captions “PROPOSAL
1 -- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background of the
Split
Transaction” and “--Fairness of the Split Transaction” is hereby
incorporated herein by reference.
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(d)-(f)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Background of the Split
Transaction” is hereby incorporated herein by reference.
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ITEM
9.
Reports, Opinions, Appraisals and
Negotiations. (Reg. M-A 1015)
(a)-(c)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Fairness Opinion of
Financial
Advisor” is hereby incorporated herein by reference.
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Appendix
B to the proxy statement is hereby incorporated in its entirety herein by
reference.
ITEM
10.
Source and Amount of Funds or Other Consideration. (Reg.
M-A 1007)
(a)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Financing of the Split
Transaction” is hereby incorporated herein by
reference.
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(c)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Fees and Expenses” is hereby
incorporated herein by reference.
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ITEM
11. Interest in Securities of the Subject
Company. (Reg. M-A 1008)
(a)
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The
information set forth in the proxy statement under the caption “PROPOSAL 2
-- ELECTION OF DIRECTORS OF THE COMPANY--Voting Securities and Principal
Holders Thereof” is hereby incorporated herein by
reference.
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(b)
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The
information set forth in the proxy statement under the caption “COMMON
STOCK PURCHASE INFORMATION” is hereby incorporated herein by
reference.
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ITEM
12.
The Solicitation or Recommendation. (Reg. M-A
1012(d) and (e))
(d)
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The
information set forth in the proxy statement under the caption “ABOUT THE
ANNUAL MEETING--Vote Required for Approval,” is hereby incorporated herein
by reference.
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(e)
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The
information set forth in the proxy statement under the caption “PROPOSAL 1
-- THE SPLIT TRANSACTION -- SPECIAL FACTORS--Determination of Fairness
of
Split Transaction By Affiliates” is hereby incorporated herein by
reference.
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ITEM
13.
Financial Statements. (Reg. M-A 1010(a) and
(b))
(a)
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The
information set forth in the proxy statement under the captions “SELECTED
HISTORICAL AND PRO FORMA FINANCIAL DATA” and “OTHER MATTERS--Information
Incorporated by Reference” is hereby incorporated herein by
reference.
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(b)
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The
information set forth in the proxy statement under the caption “SELECTED
HISTORICAL AND PRO FORMA FINANCIAL DATA” is hereby incorporated herein by
reference.
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ITEM
14.
Persons/Assets, Retained, Employed, Compensated or Used.
(Reg. M-A 1009)
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The
information set forth in the proxy statement under the caption
“ABOUT THE
ANNUAL MEETING--Solicitation of Proxies; Expenses
of Solicitation” is hereby incorporated herein by reference.
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ITEM
15.
Additional Information. (Reg. M-A
1011(b))
(b)
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The
information set forth in the proxy statement, including all appendices
attached thereto, is hereby incorporated herein by
reference.
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ITEM
16.
Exhibits. (Reg. M-A 1016(a) through (d), (f)
and (g))
(a)
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Preliminary
Proxy Statement, together with the proxy card.*
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(c)
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Fairness
Opinion provided by Commerce Street Capital, LLC dated February ___,
2008.**
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---------------
*Incorporated
by reference to the Company’s Schedule 14A, filed with the SEC on December 28,
2007.
**Incorporated
by reference to Appendix B of Exhibit (a).
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, the undersigned certify
that
the information set forth in this statement is true, complete and
correct.
Dated:
December 28, 2007
PEOPLES
BANCORP
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By:
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/s/
M.
F. Winkler III
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Maurice
F. Winkler, III
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President
and Chief Executive Officer
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Exhibit
Index
(a)
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Preliminary
Proxy Statement, together with the proxy card.*
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(b)
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Not
applicable.
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(c)
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Fairness
Opinion provided by Commerce Street Capital, LLC dated February
___,
2008.**
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(d)
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Not
applicable.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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---------------
*Incorporated
by reference to the Company’s Schedule 14A, filed with the SEC on December 28,
2007.
**Incorporated
by reference to Appendix B of Exhibit (a).
8
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