form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 2, 2009 (January
28, 2009)
PEOPLES
BANCORP INC.
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(Exact
name of Registrant as specified in its
charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
No.)
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138
Putnam Street, P.O. Box 738
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Marietta,
Ohio
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45750
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's telephone number, including area code:
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(740)
373-3155
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Not
applicable
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(Former
name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 – Entry into a
Material Definitive Agreement.
The
description under “Item 3.03 – Material Modification to Rights of Security
Holders” of this Current Report on Form 8-K below is incorporated herein by
reference.
Item 3.02 – Unregistered
Sales of Equity Securities.
The
description under “Item 3.03 – Material Modification to Rights of Security
Holders” of this Current Report on Form 8-K below is incorporated herein by
reference.
Item 3.03 – Material
Modification to Rights of Security Holders.
On
January 30, 2009, Peoples Bancorp Inc. (“Peoples”) issued and sold to the United
States Department of the U.S. Treasury (the “U.S. Treasury”) (i) 39,000 of
Peoples’ Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each
without par value and having a liquidation preference of $1,000 per share (the
“Series A Preferred Shares”), and (ii) a ten-year warrant (the “Warrant”) to
purchase 313,505 Peoples common shares, each without par value (the “Common
Shares”), at an exercise price of $18.66 per share (subject to certain
anti-dilution and other adjustments), for an aggregate purchase price of $39.0
million in cash.
This
investment was made as part of the U.S. Treasury’s TARP Capital Purchase Program
(the “Capital Purchase Program”). The issuance and sale to the U.S.
Treasury of the Series A Preferred Shares and the Warrant was a private
placement exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4 (2) thereof. All of the
proceeds from the sale of the Series A Preferred Shares and the Warrant by
Peoples to the U.S. Treasury under the Capital Purchase Program will qualify as
Tier 1 capital for regulatory purposes. Upon the request of the U.S.
Treasury at any time, Peoples has agreed to promptly enter into a depositary
arrangement pursuant to which the Series A Preferred Shares may be deposited and
depositary shares (“Depositary Shares”), representing fractional Series A
Preferred Shares, may be issued. Peoples has agreed to register the
resale of the Series A Preferred Shares and the Depositary Shares, if any, and
the Warrant, and the issuance of Common Shares upon exercise of the Warrant (the
“Warrant Shares”), as soon as practicable after the date of the issuance of the
Series A Preferred Shares and the Warrant (and in any event no later than 30
days after such date of issuance).
To
finalize Peoples’ participation in the Capital Purchase Program, Peoples and the
U.S. Treasury entered into a Letter Agreement, dated January 30, 2009 (the
“Letter Agreement”), including the Securities Purchase Agreement — Standard
Terms which is attached thereto (the “Securities Purchase Agreement” and
together with the Letter Agreement, the “UST Agreement”).
Under
standardized Capital Purchase Program terms, cumulative dividends on the Series
A Preferred Shares will accrue on the liquidation preference at a rate of 5% per
annum for the first five years and at a rate of 9% per annum
thereafter. These dividends will be paid only if, as and when
declared by Peoples’ Board of Directors. The Series A Preferred
Shares have no maturity date and rank senior to the Common Shares with respect
to the payment of dividends and distributions and amounts payable upon
liquidation, dissolution and winding up of Peoples. Subject to the
approval of the Appropriate Federal Banking Agency (as defined in the Securities
Purchase Agreement, which for Peoples is the Board of Governors of the Federal
Reserve System), the Series A Preferred Shares are redeemable at the option of
Peoples at 100% of their liquidation preference plus accrued and unpaid
dividends, provided that the Series A Preferred Shares may be redeemed prior
February 15, 2012, only if (i) Peoples has raised aggregate gross proceeds in
one or more Qualified Equity Offerings (as defined in the Securities Purchase
Agreement) in excess of $9,750,000 and (ii) the aggregate redemption price of
the Series A Preferred Shares does not exceed the aggregate net proceeds from
such Qualified Equity Offerings. The Series A Preferred Shares are
generally non-voting.
The U.S.
Treasury may not transfer a portion or portions of the Warrant with respect to,
and/or exercise the Warrant for more than one-half of, the 313,505 Common Shares
issuable upon exercise of the Warrant, in the aggregate, until the earlier of
(i) the date on which Peoples has received aggregate gross proceeds of not
less than $39.0 million from one or more Qualified Equity Offerings and
(ii) December 31, 2009. In the event Peoples completes one or more
Qualified Equity Offerings on or prior to December 31, 2009, that result in
Peoples receiving aggregate gross proceeds of not less than $39.0 million, the
number of the Common Shares underlying the portion of the Warrant then held by
the U.S. Treasury will be reduced by one-half of the Common Shares originally
covered by the Warrant. The U.S. Treasury has agreed not to exercise
voting power with respect to any Common Shares issued to it upon exercise of the
Warrant. Any Common Shares issued by Peoples upon exercise of the
Warrant will be issued from Common Shares held in treasury to the extent
available. If no treasury shares are available, Common Shares will be
issued from authorized but unissued Common Shares.
The
Securities Purchase Agreement, pursuant to which the Series A Preferred
Shares and the Warrant were sold, contains limitations on the payment of
dividends on the Common Shares from and after January 30, 2009 (including with
respect to the payment of cash dividends in excess of $0.23 per share, which is
the amount of the last quarterly cash dividend declared by Peoples prior to
October 14, 2008). Prior to the earlier of (i) January 30, 2012
and (ii) the date on which the Series A Preferred Shares have been
redeemed in whole or the U.S. Treasury has transferred the Series A
Preferred Shares to third parties which are not Affiliates (as defined in the
Securities Purchase Agreement) of the U.S. Treasury, any increase in common
share dividends by Peoples or any of its subsidiaries would be prohibited
without the prior approval of the U.S. Treasury. In addition, unless
the Series A Preferred Shares have been transferred to third parties which
are not Affiliates of the U.S. Treasury or have been redeemed in whole, until
January 30, 2012, the U.S. Treasury’s consent would be required for any
repurchases of (i) Common Shares or other capital stock or other equity
securities of any kind of Peoples or (ii) any trust preferred securities
issued by Peoples or any Affiliate of Peoples, other than (x) repurchases
of the Series A Preferred Shares, (y) purchases of junior preferred
shares or Common Shares in connection with the administration of any employee
benefit plan in the ordinary course of business and consistent with past
practice and (z) purchases under certain other limited circumstances
specified in the Securities Purchase Agreement.
In the
Securities Purchase Agreement, Peoples has also agreed that, until such time as
the U.S. Treasury ceases to own any securities acquired from Peoples pursuant to
the Securities Purchase Agreement or the Warrant, Peoples will take all
necessary action to ensure that its benefit plans with respect to its Senior
Executive Officers (as defined in the Securities Purchase Agreement) — Mark F.
Bradley, Peoples’ President and Chief Executive Officer; Edward G. Sloane,
Peoples’ Chief Financial Officer and Treasurer; Deborah K. Hill, Peoples’
Executive Vice President, Consumer and Business Financial Services; David T.
Wesel, Peoples’ Executive Vice President; Carol A. Schneeberger, Peoples’
Executive Vice President of Operations; and Joseph S. Yazombek, Peoples’
Executive Vice President, Chief Lending Officer — comply with Section 111(b) of
the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by any
guidance or regulation under Section 111(b) of EESA that has been issued and is
in effect as of the date of issuance and sale of the Series A Preferred
Shares and the Warrant and not adopt any benefit plans with respect to, or which
cover, Peoples’ Senior Executive Officers that do not comply with
EESA. Peoples’ Senior Executive Officers have entered into letter
agreements, under dates during the period from January 22, 2009 trough January
25, 2009, which became effective with the closing of the transactions
contemplated by the UST Agreement , with Peoples consenting to the
foregoing.
Copies of
the UST Agreement, the Warrant, the Certificate of Amendment by Directors or
Incorporators to Articles (setting forth the express terms of the Series A
Preferred Shares) and the letter agreements executed by the Senior Executive
Officers of Peoples are included as Exhibits 10.1, 4.1, 3.1 and 10.2(a) through
10.2(f), respectively, to this Current Report on Form 8-K and are incorporated
by reference into Items 1.01, 3.02, 3.03 and 5.02 of this Current Report on Form
8-K. The foregoing summary of certain provisions of these documents
is qualified in its entirety by reference thereto.
Item 5.02 – Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
The
information set forth under “Item 3.03 – Material Modification to Rights of
Security Holders” of this Current Report on Form 8-K above relating to executive
compensation is incorporated herein by reference.
Item 5.03 – Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Article FOURTH
of Peoples’ Amended Articles of Incorporation, as amended by Peoples’
shareholders on January 22, 2009, authorizes the issuance from time to time of
one or more series of preferred shares, each without par value. On
January 28, 2009, Peoples’ Board of Directors adopted an amendment to
Article FOURTH of Peoples’ Articles of Incorporation and established the
express terms of Peoples’ Fixed Rate Cumulative Perpetual Preferred Shares,
Series A, each without par value, fixed 39,000 shares as the authorized
number of shares of the series, and fixed and determined the dividend rate of
the shares of the series, the liquidation rights of the shares of the series,
the redemption rights in respect of the shares of the series, the voting rights
in respect of the shares of the series, and certain other preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof. On
January 28, 2009, Peoples filed with the Secretary of State of the State of Ohio
a Certificate of Amendment by Directors or Incorporators to Articles (the
“Certificate of Amendment”) evidencing the amendments to Article FOURTH of
Peoples’ Amended Articles of Incorporation adopted by Peoples’ Board of
Directors. The Certificate of Amendment was effective upon
filing. A copy of the Certificate of Amendment is included as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 8.01 Other
Events.
On
February 2, 2009, Peoples issued a news release regarding the issuance and sale
of the Series A Preferred Shares and the Warrant to the U.S.
Treasury. A copy of the press release is included as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01 -- Financial
Statements and Exhibits
a)
– c)
Not
applicable
d) Exhibits
See
Index to Exhibits on Page 5
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 hereunto
duly authorized.
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PEOPLES BANCORP
INC. |
Date: February
2, 2009 |
By:
/s/ |
EDWARD
G. SLOANE |
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Edward
G. Sloane
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Chief
Financial Officer and Treasurer |
EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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Certificate
of Amendment by Directors or Incorporators to Articles filed with the
Secretary of State of the State of Ohio on January 28, 2009, evidencing
adoption of amendments by the Board of Directors of Peoples Bancorp Inc.
to Article FOURTH of Amended Articles of Incorporation to establish
express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series
A, each without par value, of Peoples Bancorp Inc.
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4.1
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Warrant
to purchase 313,505 Shares of Common Stock (common shares) of Peoples
Bancorp Inc., issued to the United States Department of the Treasury on
January 30, 2009
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10.1
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Letter
Agreement, dated January 30, 2009, including Securities Purchase
Agreement – Standard Terms attached thereto as Exhibit A, between
Peoples Bancorp Inc. and the United States Department of the Treasury
[NOTE: Annex A to Securities Purchase
Agreement is not included herewith; filed as Exhibit 3.1 to this
Current Report on Form 8-K]
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10.2(a)
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Letter
Agreement between Peoples Bancorp Inc. and Mark F. Bradley, executed on
behalf of Peoples Bancorp Inc. on January 23, 2009 and by Mark F. Bradley
on January 23, 2009 and effective January 30, 2009 [NOTE: Appendix A is not included
herewith; filed as Exhibit 10.1 to this Current Report on
Form 8-K]
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10.2(b)
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Letter
Agreement between Peoples Bancorp Inc. and Edward G. Sloane, executed on
behalf of Peoples Bancorp Inc. on January 22, 2009 and by Edward G. Sloane
on January 22, 2009 and effective January 30, 2009 [NOTE: Appendix A is not included
herewith; filed as Exhibit 10.1 to this Current Report on
Form 8-K]
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10.2(c)
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Letter
Agreement between Peoples Bancorp Inc. and Deborah K. Hill, executed on
behalf of Peoples Bancorp Inc. on January 22, 2009 and by Deborah K. Hill
on January 22, 2009 and effective January 30, 2009 [NOTE: Appendix A is not included
herewith; filed as Exhibit 10.1 to this Current Report on
Form 8-K]
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10.2(d)
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Letter
Agreement between Peoples Bancorp Inc. and Carol A. Schneeberger, executed
on behalf of Peoples Bancorp Inc. on January 23, 2009 and by Carol A.
Schneeberger on January 23, 2009 and effective January 30,
2009 [NOTE:
Appendix A is not included herewith; filed as Exhibit 10.1 to
this Current Report on Form 8-K]
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10.2(e)
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Letter
Agreement between Peoples Bancorp Inc. and David T. Wesel, executed on
behalf of Peoples Bancorp Inc. on January 23, 2009 and by David T. Wesel
on January 25, 2009 and effective January 30, 2009 [NOTE: Appendix A is not included
herewith; filed as Exhibit 10.1 to this Current Report on
Form 8-K]
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10.2(f)
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Letter
Agreement between Peoples Bancorp Inc. and Joseph S. Yazombek, executed on
behalf of Peoples Bancorp Inc. on January 23, 2009 and by Joseph S.
Yazombek on January 23, 2009 and effective January 30,
2009 [NOTE:
Appendix A is not included herewith; filed as Exhibit 10.1 to
this Current Report on Form 8-K]
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99
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News
Release issued by Peoples Bancorp Inc. on February 2,
2009
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