SEC Comment Letter for PEOPLES BANCORP INC (PEBO) (CIK 0000318300) (PEBO) — Dec 2, 2008
PEOPLES BANCORP INC (PEBO) (CIK 0000318300)
Date: Dec. 2, 2008 · CIK: 0000318300 · Accession: 0000000000-08-059126
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-16772
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 November 20, 2008 Via U.S. Mail and Facsimile to (740) 374-9349 Edward G. Sloane Chief Financial Officer and Treasurer Peoples Bancorp Inc. 138 Putnam Street P.O. Box 738 Marietta, OH 45750
Re: Peoples Bancorp Inc. Preliminary Proxy Statement on Schedule 14A Filed November 13, 2008 File No. 000-16772
Dear Mr. Sloane:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In some of our comments, we may ask you to pr ovide us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. The purpose of our review process is to assi st you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We we lcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Preliminary Proxy Statement on Schedule 14A
1. Item 13 of Schedule 14A requires you to in clude financial information in your proxy statement if you are se eking authorization to issue common or preferred stock under certain circumstances. We note that you have not included financial information in your proxy statement.
Edward G. Sloane Peoples Bancorp Inc. November 20, 2008 Page 2 Please explain to us why you believe financial statements are not material in connection with issuing the warrants to purchase comm on stock. See Note A to Schedule 14A and Instruction 1 to Item 13(a) of Schedule 14A. Where you expect the proceeds of the sale of securities to the Treasury Department to have a material impact on your balance sheet or income statement, our rules require you to provide pro forma statements that comply with Article 11 of Regulation S-X in your proxy statement. If you expect the proceeds of the sale of securities to the Treasury Department to have a material impact on your financial statements, you may provide a textual discussion of the pro fo rma effect rather than pro forma financial statements.
In evaluating the impact of the potential sale of securities to the Treasury Department, you must consider the ma terial effect of the transaction, including:
how the application of the proceeds of the transaction may potentially effect your net interest margin;
how the accretion and dividends on the pref erred stock will impact the net income available to common shareholders; and
how the transaction will impact your basic earnings per share, diluted earnings per share, and diluted shares outstanding.
Your assumptions regarding the use of pro ceeds from the transactions, such as an assumption regarding the pay down of existing de bt or the investment of the proceeds in federal funds sold, must be factually supporta ble. You should consider only those plans for the proceeds that meet the factually supportable criteria.
Where you determine that the proceeds of th e sale of securities to the Treasury Department will have a material impact on your balance sheet or income statement and elect to prepare and provide pro forma financial statements, you should include, in your proxy statement, a pro forma balance sheet for the most recent balance sheet date and a pro forma income statement for the most r ecent annual and interim periods that address the impact of both the minimum and maximum proceeds of the sale. If you choose to provide a textual discussion in lieu of pro forma financial st atements, please address the minimum and maximum proceeds of the sale as well as the other items noted in the following paragraph.
In preparing pro forma financial statements, discuss any relevant assumptions you have made and you should briefly describe a ny pro forma adjustments such as your assumptions about interest savings on proceeds applied to pay dow n debt and interest income earned on proceeds invested. State, if true, that you used the treasury stock method for purposes of evaluating the eff ect of the warrants on diluted shares outstanding. Describe the methodologies you used to allocate the transaction process
Edward G. Sloane Peoples Bancorp Inc. November 20, 2008 Page 3 among the securities you may issu e to the Treasury Department (relative fair value) and to accrete the discount on the preferred stock.
If you do not believe the sale of the securi ties to the Treasury Department will have a material impact on your balance sheet or income statement, provide us with your quantitative and qualitative analysis of your conclusion. In your analysis, discuss the impact to each of the items noted above as we ll as to total sharehol ders’ equity and your capital ratios.
2. Please discuss how your participation in the Capital Purchase Program may:
a. impact the holders of any outstanding senior classes of your securities;
b. impact the rights of your existing common shareholders; and c. dilute the interests of your existing common shareholders.
* * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furn ish a cover letter with your amendment that keys your responses to our comments and pr ovides any requested information. Detailed cover lette rs greatly facilitate our review . Please understand that we may have additional comments afte r reviewing your amendment and responses to our comments. We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Edward G. Sloane Peoples Bancorp Inc. November 20, 2008 Page 4 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. Please contact Matt McNair, Staff Attorne y, at (202) 551-3583 or me at (202) 551-3464 with any questions. Sincerely,
Kathryn McHale Staff Attorney
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561 November 20, 2008
Via U.S. Mail and Facsimile to (740) 374-9349
Edward G. Sloane Chief Financial Officer and Treasurer Peoples Bancorp Inc. 138 Putnam Street P.O. Box 738 Marietta, OH 45750
Re: Peoples Bancorp Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 13, 2008
File No. 000-16772
Dear Mr. Sloane:
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. The purpose of our review process is to assi st you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing. We look forward to
working with you in these respects. We we lcome any questions you may have about our
comments or any other aspect of our review. Feel free to call us at the telephone numbers listed
at the end of this letter. Preliminary Proxy Statement on Schedule 14A
1. Item 13 of Schedule 14A requires you to in clude financial information in your proxy
statement if you are se eking authorization to issue common or preferred stock under
certain circumstances. We note that you have not included financial information in your
proxy statement.
Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008
Page 2
Please explain to us why you believe financial statements are not material in connection
with issuing the warrants to purchase comm on stock. See Note A to Schedule 14A and
Instruction 1 to Item 13(a) of Schedule 14A. Where you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your balance sheet or income statement, our rules require you
to provide pro forma statements that comply with Article 11 of Regulation S-X in your proxy statement. If you expect the proceeds of the sale of securities to the Treasury
Department to have a material impact on your financial statements, you may provide a
textual discussion of the pro fo rma effect rather than pro forma financial statements.
In evaluating the impact of the potential sale of securities to the Treasury Department,
you must consider the ma terial effect of the transaction, including:
how the application of the proceeds of the transaction may potentially effect your net
interest margin;
how the accretion and dividends on the pref erred stock will impact the net income
available to common shareholders; and
how the transaction will impact your basic earnings per share, diluted earnings per
share, and diluted shares outstanding.
Your assumptions regarding the use of pro ceeds from the transactions, such as an
assumption regarding the pay down of existing de bt or the investment of the proceeds in
federal funds sold, must be factually supporta ble. You should consider only those plans
for the proceeds that meet the factually supportable criteria.
Where you determine that the proceeds of th e sale of securities to the Treasury
Department will have a material impact on your balance sheet or income statement and
elect to prepare and provide pro forma financial statements, you should include, in your
proxy statement, a pro forma balance sheet for the most recent balance sheet date and a
pro forma income statement for the most r ecent annual and interim periods that address
the impact of both the minimum and maximum proceeds of the sale. If you choose to provide a textual discussion in lieu of pro forma financial st atements, please address the
minimum and maximum proceeds of the sale as well as the other items noted in the
following paragraph.
In preparing pro forma financial statements, discuss any relevant assumptions you have made and you should briefly describe a ny pro forma adjustments such as your
assumptions about interest savings on proceeds applied to pay dow n debt and interest
income earned on proceeds invested. State, if true, that you used the treasury stock method for purposes of evaluating the eff ect of the warrants on diluted shares
outstanding. Describe the methodologies you used to allocate the transaction process
Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008
Page 3
among the securities you may issu e to the Treasury Department (relative fair value) and
to accrete the discount on the preferred stock.
If you do not believe the sale of the securi ties to the Treasury Department will have
a material impact on your balance sheet or income statement, provide us with your
quantitative and qualitative analysis of your conclusion. In your analysis, discuss the
impact to each of the items noted above as we ll as to total sharehol ders’ equity and your
capital ratios.
2. Please discuss how your participation in the Capital Purchase Program may:
a. impact the holders of any outstanding senior classes of your securities;
b. impact the rights of your existing common shareholders; and
c. dilute the interests of your existing common shareholders.
* * * * *
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response. You may wish to provide us
with marked copies of the amendment to expedite our review. Please furn ish a cover letter with
your amendment that keys your responses to our comments and pr ovides any requested
information. Detailed cover lette rs greatly facilitate our review . Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing. Please contact Matt McNair, Staff Attorne y, at (202) 551-3583 or me at (202) 551-3464
with any questions.
Sincerely,
Kathryn McHale Staff Attorney