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