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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ___________
Commission file numbers 33-1803 and 333-108383
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Peoples Bancorp Inc.
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Peoples Bancorp Inc.
138 Putnam Street, P.O. Box 738
Marietta, Ohio 45750-0738
EXPLANATORY NOTE:
This Annual Report on Form 11-K/A for the fiscal year ended December
31, 2003 (the "Annual Report on Form 11-K/A"), is being filed in order to
clarify that common shares of Peoples Bancorp Inc. and participation interests
in the Peoples Bancorp Inc. Retirement Savings Plan (the "Plan") have been
registered pursuant to two Registration Statements on Form S-8 for offering
pursuant to the Plan. Accordingly, the Consent of Independent Accountants filed
as Exhibit 23.1 to this Annual Report on Form 11-K/A addresses the incorporation
by reference of the report of BKD LLP, dated May 12, 2004, into two Registration
Statements on Form S-8 (Registration No. 33-1803 and Registration No.
333-108383). The Independent Accountants' Report, Financial State-ments and
Supplemental Schedule, included in this Annual Report on Form 11-K/A, are
identical to those included in the Annual Report on Form 11-K for the fiscal
year ended December 31, 2003, filed on behalf of the Plan on June 17, 2004.
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 on Form 11-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.
PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
Date: June 24, 2004 By: /s/ JOHN E. DAKESIAN
-------------------------------------
John E. Dakesian
Chairperson, Retirement Plan Committee
Peoples Bancorp Inc. Retirement Savings Plan
EIN 31-0987416 PN 002
Accountants' Report and Financial Statements
December 31, 2003 and 2002
Peoples Bancorp Inc. Retirement Savings Plan
December 31, 2003 and 2002
Contents
Independent Accountants' Report..........................................1
Financial Statements
Statements of Net Assets Available for Benefits......................2
Statements of Changes in Net Assets Available for Benefits ..........3
Notes to Financial Statements........................................4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......10
Independent Accountants' Report
Plan Administrator
Peoples Bancorp Inc. Retirement Savings Plan
Marietta, Ohio
We have audited the accompanying statement of net assets available for benefits
of Peoples Bancorp Inc. Retirement Savings Plan as of December 31, 2003, and the
related statement of changes in net assets available for benefits for the year
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. The financial statements of the Plan as of and
for the year ended December 31, 2002 were audited by other accountants whose
report dated May 22, 2003, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of 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 2003 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of Peoples
Bancorp Inc. Retirement Savings Plan as of December 31, 2003 and the changes in
its net assets available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule is presented for the purpose of
additional analysis and is not a required part of the basic 2003 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 2003
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ BKD LLP
Cincinnati, Ohio
May 12, 2004
Federal Employer Identification Number: 44-0160260
Peoples Bancorp Inc. Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
See Notes to Financial Statements
Assets
2003 2002
---------------------------------
Investments $ 17,812,333 $ 13,989,668
-------------- --------------
Accrued interest and dividends -- 41,233
-------------- --------------
Total assets 17,812,333 14,030,901
-------------- --------------
Liabilities
Accrued expenses -- 4,086
-------------- --------------
Total liabilities -- 4,086
-------------- --------------
Net Assets Available for Benefits $ 17,812,333 $ 14,026,815
============== ==============
Peoples Bancorp Inc. Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2003 and 2002
See Notes to Financial Statements
2003 2002
-----------------------------------
Investment Income
Net appreciation in fair value of investments $ 3,231,494 $ 1,117,490
Interest and dividends 207,104 798,011
--------------- ---------------
Net investment income 3,438,598 1,915,501
--------------- ---------------
Contributions
Employer 479,782 413,324
Participants 961,130 816,948
Rollovers 274,058 89,906
--------------- ---------------
1,714,970 1,320,178
--------------- ---------------
Total additions 5,153,568 3,235,679
--------------- ---------------
Deductions
Benefits paid directly to participants 1,323,974 728,029
Administrative expenses 44,076 10,387
--------------- ---------------
Total deductions 1,368,050 738,416
--------------- ---------------
Net Increase 3,785,518 2,497,263
Net Assets Available for Benefits, Beginning of Year 14,026,815 11,529,552
--------------- ---------------
Net Assets Available for Benefits, End of Year $ 17,812,333 $ 14,026,815
=============== ===============
Peoples Bancorp Inc. Retirement Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002
Note 1: Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Summary Plan Description and Plan
Document for a more complete description of the Plan's provisions, which
are available from the Plan Administrator.
General
The Plan is a defined contribution plan covering all full-time employees
of Peoples Bancorp Inc. (the Company) who have at least one hour of
service and are age 21 or older. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute a percentage of their annual wages before
bonuses and overtime. Contributions are subject to certain limitations.
The Company matches 100% of the participant's contribution up to the
first 3% of the participant's compensation and 50% of the participant's
contribution on the next 2% of the participant's compensation.
Participants direct the investment of their contributions as well as the
Company's contribution into various investment options offered by the
Plan. The Plan currently offers nine mutual funds, four
common/collective trust funds and Peoples Bancorp common stock as
investment options for participants.
Participant Accounts
Each participant's account is credited with the participant's
contribution, the Company's contribution and plan earnings and is
charged with an allocation of administrative expenses. Allocations are
based on participant earnings or account balances, as defined. The
benefits to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
At December 31, 2003, the Plan offered fourteen investment options with
varying risk levels. These options were as follows:
American Century Strategic Allocation Conservative Fund - A low
volatility fund generally investing in a neutral mix of investments
including 45% in equities, 45% in bonds and 10% in cash equivalents.
Twelve participants currently invest in this option.
American Century Strategic Allocation Moderate Fund - A moderate
volatility fund generally investing in a neutral mix of investments
including 63% in equities, 31% in bonds and 6% in cash equivalents.
Nineteen participants currently invest in this option.
American Century Strategic Allocation Aggressive Fund - A moderate to
high volatility fund generally investing in a neutral mix of investments
including 78% in equities, 20% in bonds and 2% in cash equivalents.
Twenty seven participants currently invest in this option.
Columbia Acorn-Z Fund - A high volatility fund investing primarily in
the stocks of small and medium-sized companies. Two hundred six
participants currently invest in this option.
Invesco 500 Index Trust - Invests in equities to obtain a return that
closely replicates that of the S&P 500 composite stock index. Two
hundred fifty eight participants currently invest in this option.
Invesco Structured Small Cap Value Equity Trust - Invests in equities to
obtain a return that outperforms the Russell 2000 Small Cap Value Index
and has a risk profile similar to that index. Eighty nine participants
currently invest in this option.
Invesco Core Fixed Income Trust- Invests primarily in investment grade
fixed income securities of varying maturities, coupon rates, issuer
classes and yield characteristics. One hundred fifty seven participants
currently invest in this option.
Invesco Stable Value Trust - Invests in various high quality fixed
income investments that, in the aggregate, will provide stable account
values. One hundred sixty seven participants currently invest in this
option.
Peoples Bancorp Inc. Common Stock Units - Invests solely in Peoples
Bancorp Common Stock with a small cash component for liquidity. Three
hundred thirty two participants currently invest in this option.
American Growth Fund of America - A high volatility fund generally
investing in stock of big companies that are projected to grow faster
than other large-cap stocks. Two hundred thirty one participants
currently invest in this option.
Dodge & Cox Common Stock Fund - A moderate volatility fund generally
investing in big companies that are less expensive or growing more
slowly than other large-cap stocks. One hundred thirty seven
participants currently invest in this option.
Dodge & Cox Balanced Fund - A low-moderate volatility fund typically
investing in investment grade debt securities. Two hundred thirty nine
participants currently invest in this option.
ING Pilgrim International Value Fund - A moderate-high volatility fund
investing primarily in equity securities in at least three foreign
countries. One hundred eighty three participants currently invest in
this option.
AIM Mid Cap Core Equity Fund - A moderate volatility fund investing
primarily in companies with market capitalizations comparable to those
included in the Russell Mid Cap Index. One hundred ninety one
participants currently invest in this option.
Vesting
Participants are immediately vested in their voluntary contributions and
the Company's matching contributions plus earnings thereon.
Payment of Benefits
Upon termination of service, an employee may elect to receive either a
lump-sum amount equal to the value of his account or a monthly,
quarterly, or annual installments over a period of not more than the
participant's assumed life expectancy.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum of $50,000 or 50% of their account balance, whichever is
less. The loans are secured by the balance in the participant's account
and bear interest at rates that range from 5.75% to 11.50%, which are
commensurate with local prevailing rates as determined by the Plan
Administrator.
Plan Termination
Although it has not expressed an intention to do so, the Company 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 become 100% vested in their
accounts.
Note 2: Summary of Significant Accounting Policies
Valuation of Investments and Income Recognition
Quoted market prices, if available, are used to value investments.
Participant loans are valued at cost, which approximates fair value.
The investments in Peoples Bancorp Inc. Common Stock has been unitized
and is comprised of cash and Peoples Bancorp Inc. Common Stock. The Plan
holds between 3% and 5% of these units in cash in order to provide
liquidity for timely distributions. At December 31, 2003 these units are
comprised of 286,119 shares of Peoples Bancorp Inc. Common Stock and
cash of $403,678.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein and disclosure of
contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
Plan Tax Status
The Plan obtained its latest determination letter on January 30, 2004,
in which the Internal Revenue Service stated that the Plan and related
trust, as then designed, were in compliance with the applicable
requirements of the Internal Revenue Code and therefore not subject to
tax.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Reclassifications
Certain reclassifications have been made to the 2002 financial statement
to conform to the 2003 financial statement presentation. These
reclassifications had no effect on changes in net assets available for
benefits.
Note 3:
Investments
The Plan's investments are held by a bank-administered trust fund. The
following table presents the Plan's investments. Investments that
represent 5% or more of total plan assets are separately identified.
2003 2002
----------------------------------------
Investments at Fair Value as Determined by Quoted Market
Price
Mutual funds
Columbia Acorn-Z Fund $ 1,570,910 $ 1,085,232
Dodge & Cox Balanced Fund 1,040,240 746,967
Other 2,449,629 1,586,787
Common/collective trust funds
Invesco 500 Index Trust 1,652,648 1,259,366
Invesco Stable Value Trust 1,415,195 1,517,863
Other 601,966 414,938
Peoples Bancorp Inc. common stock units 8,847,049 7,116,109
--------------- ---------------
17,577,637 13,727,262
Investments at Cost, Approximates Fair Value
Participant loans 234,696 262,406
--------------- ---------------
Total investments $ 17,812,333 $ 13,989,668
=============== ===============
During the years ended 2003 and 2002, the Plan's investments (including
gains and losses on investments bought, sold and held during the year)
appreciated in value by $3,231,494 and $1,117,490, respectively, as
follows:
2003 2002
----------------------------------------
Investments at Fair Value as Determined by Quoted Market
Price
Mutual funds $ 1,177,277 $ (1,001,880)
Common/collective trusts 441,157 (18,152)
Peoples Bancorp Inc. common stock units 1,613,060 2,137,522
--------------- ---------------
Net appreciation in fair value $ 3,231,494 $ 1,117,490
=============== ===============
Interest and dividends realized on the Plan's investments for the years
ended 2003 and 2002 were $207,104 and $798,011, respectively.
Note 4: Related Party Transactions
Certain plan investments are shares of mutual funds managed by AMVESCAP
Retirement Inc., which is the trustee of the Plan. The Plan also holds
common stock of Peoples Bancorp Inc., which is the Sponsor.
The Plan incurs expenses related to general administration and record
keeping. The Plan Sponsor pays certain of these expenses and certain
accounting and auditing fees relating to the Plan.
Supplemental Schedule
Peoples Bancorp Inc. Retirement Savings Plan
EIN 31-0987416 PN 002
Accountants' Report and Financial Statements
December 31, 2003 and 2002
Identity of Issuer Description of Investment Cost Current Value
---------------------------------------------------------------------------------------------------------------------------
American Century Strategic Allocation $ 16,933 $ 18,623
Conservative Fund 3,398 Units; $5.48 Per Unit
American Century Strategic Allocation
Moderate Fund 10,463 Units; $6.35 Per Unit 56,643 66,441
American Century Strategic Allocation
Aggressive Fund 9,202 Units; $6.97 Per Unit 52,698 64,143
Columbia Acorn-Z Fund 69,632 Units; $22.56 Per Unit 1,091,055 1,570,910
*Invesco 500 Index Trust 59,065 Units; $27.98 Per Unit 1,322,818 1,652,648
*Invesco Structured Small Cap Value
Equity Trust 2,438 Units; $82.46 Per Unit 150,994 201,109
*Invesco Core Fixed Income Trust 13,164 Units; $30.45 Per Unit 378,840 400,857
*Invesco Stable Value Trust 1,415,195 Units; $1.00 Per Unit 1,415,195 1,415,195
*Peoples Bancorp Inc. Common Stock Units 522,630 Units; $16.92 Per Unit 3,006,777 8,847,049
American Growth Fund of America 29,493 Units; $24.54 Per Unit 590,301 723,778
Dodge & Cox Common Stock Fund 3,504 Units; $113.78 Per Unit 325,892 398,746
Dodge & Cox Balanced Fund 14,242 Units; $73.04 Per Unit 883,823 1,040,240
ING Pilgrim International Value Fund 35,446 Units; $15.11 Per Unit 379,517 535,602
AIM Mid Cap Core Equity Fund 23,859 Units; $26.92 Per Unit 518,847 642,296
Participant loans Interest rates ranging from 5.75% 234,696
to 11.50%
----------- -----------
$ 10,190,333 $ 17,812,333
=========== ===========
*Parties-in-interest
ANNUAL REPORT ON FORM 11-K/A
FOR FISCAL YEAR ENDED DECEMBER 31, 2003
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
---------- ----------------------------------
23.1 Consent of Independent Accountants