Exhibit 99.4
PEOPLES BANCORP, INC.
134 Franklin Corner Road
Lawrenceville, New Jersey 08648
(609) 844-3106
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held On _____________, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Peoples Bancorp, Inc. (the "Mid-Tier Holding Company")
will be held at _____________________________________ ___________________,
located at _____________________________________________, on _________________,
1998 at ____ __.m., New Jersey time on ____________, 1998. As of the date
hereof, the Mid-Tier Holding Company owns 100% of Trenton Savings Bank FSB (the
"Bank") and is majority-owned by Peoples Bancorp, MHC (the "Mutual Holding
Company").
A Proxy Statement and Proxy Card(s) are enclosed. The Special Meeting
is for the purpose of considering and voting upon:
A Plan of Conversion and Reorganization (the "Plan" or the "Plan of
Conversion") pursuant to which (i) Trenton Savings Bank ("the Bank")
will establish Peoples Bancorp, Inc. (the "Company") as a first-tier
Delaware chartered corporation subsidiary; (ii) the Company will
charter an interim federal association ("Interim"); (iii) the Mutual
Holding Company will merge with and into the Mid-Tier Holding Company,
shares of Mid-Tier Common Stock held by the Mutual Holding Company will
be canceled and certain depositors of the Bank will receive an interest
in a liquidation account of the Mid-Tier Holding Company in exchange
for such persons' interest in the Mutual Holding Company; (iv) the
Mid-Tier Holding Company will merge with and into the Bank (the
"Mid-Tier Merger") with the Bank as the resulting entity and
stockholders of the Mid-Tier Holding Company other than the Mutual
Holding Company ("Minority Stockholders") will constructively receive
shares of Bank Common Stock in exchange for their Mid-Tier Common Stock
and each Eligible Account Holder and Supplemental Eligible Account
Holder will receive an interest in a Liquidation Account of the Bank in
exchange for such person's interest in the Mid-Tier Holding Company;
(v) contemporaneously with the Mid-Tier Merger, Interim will merge with
and into the Bank with the Bank as the surviving entity (the "Bank
Merger") and Minority Stockholders will exchange the shares of Bank
Common Stock that they constructively received in the Mid-Tier Merger
for the Company's common stock pursuant to the "Exchange Ratio" as
defined herein; and (vi) contemporaneously with the Bank Merger, the
Company will offer for sale shares of common stock in a subscription
offering; and
Such other business as may properly come before this Special Meeting or
any adjournment thereof. Management is not aware of any such other business.
The Board of Directors has fixed _______________, 1998 (the "Voting
Record Date") as the voting record date for the determination of stockholders
entitled to notice of and to vote at the Special Meeting. Only those
stockholders of record as of the close of business on that date will be entitled
to vote at the Special Meeting or at any such adjournment thereof. The following
Proxy Statement is a summary of information about the and the proposals to be
voted on at the Special Meeting. A more detailed description of the Mid-Tier
Holding Company, Mutual Holding Company, the Company, the Bank and the proposal
to be voted upon at the Special Meeting is included in the Prospectus that you
are receiving herewith and which is incorporated into the Proxy Statement by
reference. Upon written request addressed to the Secretary of the Bank at the
address given above, members may obtain an additional copy of the Prospectus,
and/or a copy of the Plan of Conversion and exhibits thereto,
including the Certificate of Incorporation and the Bylaws of the Company. In
order to assure timely receipt of the additional copy of the Prospectus and/or
the Plan, the written request should be received by the Bank by _______________,
1998. In addition, all such documents may be obtained at any office of the Bank.
By Order of the Board of Directors
Robert C. Hollenbeck
Corporate Secretary
________________, 1998
Lawrenceville, New Jersey
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU SIGN, DATE AND MARK THE
ENCLOSED PROXY CARD IN FAVOR OF THE ADOPTION OF THE PLAN OF CONVERSION AND
RETURN IT PROMPTLY IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE. PROXY CARDS
MUST BE RECEIVED PRIOR TO THE COMMENCEMENT OF THE SPECIAL MEETING. RETURNING
PROXY CARDS WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE SPECIAL
MEETING.
YOUR VOTE IS VERY IMPORTANT. A FAILURE TO VOTE WILL
HAVE THE SAME EFFECT AS A VOTE AGAINST THE PLAN.
PROXY STATEMENT
PEOPLES BANCORP, INC.
134 Franklin Corner Road
Lawrenceville, New Jersey 08648
(609) 844-3106
Special Meeting of Stockholders
To be Held on _____________, 1998
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Peoples Bancorp, Inc. (the
"Mid-Tier Holding Company") for use at its Special Meeting of Stockholders (the
"Special Meeting") to be held at ___________________________ located at
_________________________ New Jersey, on _________________, 1998, at ____ __.m.,
New Jersey time, and at any adjournments thereof, for the purposes set forth in
the Notice of Special Meeting of Stockholders. The accompanying Notice of
Special Meeting and this Proxy Statement is first being mailed to stockholders
on or about February ____, 1998.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain
the right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Mid-Tier Holding Company will be voted in accordance with the directions
given thereon. Please sign and return your Proxy to the Mid-Tier Holding Company
in order for your vote to be counted. Proxies which are signed, but contain no
instructions for voting, will be voted "FOR" the proposal set forth in this
Proxy Statement for consideration at the Special Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Mid-Tier Holding Company, Robert C. Hollenbeck, at the address
of the Mid-Tier Holding Company shown above, or by filing a duly executed proxy
bearing a later date. The presence at the Meeting of any stockholder who has
given a proxy shall not revoke such proxy unless the stockholder delivers his or
her ballot in person at the Meeting or delivers a written revocation to the
Secretary of the Mid-Tier Holding Company prior to the voting of such proxy.
Holders of record of the Mid-Tier Holding Company common stock at the
close of business on _____________, 1998 (the "Voting Record Date") are entitled
to one vote for each share held . As of the Voting Record Date, there were
__________ shares of Mid-Tier Common Stock issued and outstanding, 5,796,000 of
which were held by Peoples Bancorp, M.H.C. (the "Mutual Holding Company") and
___________ of which were held by stockholders other than the Mutual Holding
Company ("Minority Stockholders"). The presence in person or by proxy of at
least a majority of the issued and outstanding shares of Common Stock entitled
to vote is necessary to constitute a quorum at the Special Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Pursuant to Office of Thrift Supervision ("OTS") regulations and the
Plan of Conversion, consummation of the Conversion is conditioned upon the
approval of the Plan by the OTS, as well as certain other conditions including;
(1) the approval of the holders of at least a majority of the total number of
votes eligible to be cast by Minority Stockholders at a special meeting of
Members called for the purpose of considering the Plan (the "Members' Meeting"),
and (2) the approval of the holders of at least two-thirds of the shares of the
outstanding Mid-Tier Common Stock. Accordingly, broker non-votes will have the
same effect as voting against the Plan of Conversion.
The Mid-Tier Holding Company believes that the Mutual Holding Company
will vote its shares of Common Stock, which amount to approximately 64.__% of
the outstanding shares, in favor of the Plan of Conversion.
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PROPOSAL - APPROVAL OF THE PLAN OF CONVERSION
All persons receiving this proxy are also being given a prospectus (the
"Prospectus") that describes the Conversion. The Prospectus, in its entirety, is
incorporated herein and made a part hereof. Although the Prospectus is
incorporated herein, this proxy statement does not constitute an offer or a
solicitation of an offer to purchase the common stock offered thereby. The
Mid-Tier Holding Company urges you to carefully read the Prospectus prior to
voting on the proposal to be presented at the Special Meeting.
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Minority Stockholders will not have dissenters'
rights or appraisal rights in connection with the exchange of their Mid-Tier
Common Stock for shares of common stock of the Company.
STOCKHOLDERS PROPOSALS
Any proposal which a stockholder wished to have included in the proxy
solicitation materials to be used in connection with the next annual meeting of
stockholders of the Mid-Tier Holding Company which is expected to be held in
April 1998, if the Conversion is not consummated, must have been received at the
main office of the Mid-Tier Holding Company no later than November 24, 1997.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in the Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act in accordance with their best judgment.
The Plan of Conversion sets forth the terms, conditions and provisions
of the proposed Conversion. The proposed Certificate of Incorporation and Bylaws
of the Company are exhibits to the Plan of Conversion. The Order Form is the
means by which an order for the subscription and purchase of shares is placed.
If you would like to receive an additional copy of the Prospectus, or a copy of
the Plan of Conversion and the Certificate of Incorporation and Bylaws of the
Company, you must request such materials in writing, addressed to the Mid-Tier
Holding Company's secretary at the address given above. Such requests must be
received by the Mid-Tier Holding Company no later than ________________, 1998.
Requesting such materials does not obligate you to purchase shares. If the
Mid-Tier Holding Company does not receive your request by ________________,
1998, you will not be entitled to have such materials mailed to you.
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by officers, directors or regular employees of the
Mid-Tier Holding Company and/or the Bank, in person, by telephone or through
other forms of communication and, if necessary, the Special Meeting may be
adjourned to a later date. Such persons will be reimbursed by the Mid-Tier
Holding Company and/or the Bank for their reasonable out-of-pocket expenses,
including, but not limited to, de minimis telephone and postage expenses
incurred in connection with such solicitation. The Mid-Tier Holding Company
and/or the Bank have not retained a proxy solicitation firm to provide advisory
services in connection with the solicitation of proxies, although Friedman,
Billings, Ramsey & Co., Inc. ("FBR"), the broker-dealers retained to assist in
the marketing of Peoples Bancorp, Inc.'s Common Stock, have also agreed to
assist in the proxy solicitations. FBR will receive compensation for their
services as described in the section of the Prospectus titled "The
Conversion--Plan of Distribution and Selling Commissions." The Bank will bear
all costs of this solicitation.
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YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE PLAN OF CONVERSION.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUBSCRIPTION SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
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REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PEOPLES BANCORP, INC.
FOR A SPECIAL MEETING OF MEMBERS
TO BE HELD ON _________________, 1998
The undersigned members of People Bancorp, Inc. (the "Mid-Tier Holding
Company), hereby appoint the full Board of Directors, with full powers of
substitution, as attorneys-in-fact and agents for and in the name of the
undersigned, to vote such votes as the undersigned may be entitled to vote at
the Special Meeting of Members of Peoples Bancorp, Inc. to be held at
____________________________ located at ____________________________, on
_____________, 1998, at ____ _.m., New Jersey time, and at any and all
adjournments thereof. They are authorized to cast all votes to which the
undersigned is entitled as follows:
FOR AGAINST
[ ] [ ]
A Plan of Conversion and Reorganization (the "Plan" or the "Plan of Conversion")
pursuant to which (i) Trenton Savings Bank ("the Bank") will establish Peoples
Bancorp, Inc. (the "Company") as a first-tier Delaware chartered corporation
subsidiary; (ii) the Company will charter an interim federal association
("Interim"); (iii) the Mutual Holding Company will merge with and into the
Mid-Tier Holding Company, shares of Mid-Tier Common Stock held by the Mutual
Holding Company will be canceled and certain depositors of the Bank will receive
an interest in a liquidation account of the Mid-Tier Holding Company in exchange
for such persons' interest in the Mutual Holding Company; (iv) the Mid-Tier
Holding Company will merge with and into the Bank (the "Mid-Tier Merger") with
the Bank as the resulting entity and stockholders of the Mid-Tier Holding
Company other than the Mutual Holding Company ("Minority Stockholders") will
constructively receive shares of Bank Common Stock in exchange for their
Mid-Tier Common Stock and each Eligible Account Holder and Supplemental Eligible
Account Holder will receive an interest in a Liquidation Account of the Bank in
exchange for such person's interest in the Mid-Tier Holding Company; (v)
contemporaneously with the Mid-Tier Merger, Interim will merge with and into the
Bank with the Bank as the surviving entity (the "Bank Merger") and Minority
Stockholders will exchange the shares of Bank Common Stock that they
constructively received in the Mid-Tier Merger for the Company's common stock
pursuant to the "Exchange Ratio" as defined herein; and (vi) contemporaneously
with the Bank Merger, the Company will offer for sale shares of common stock in
a subscription offering.
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Such other business as may properly come before the Special Meeting of
any adjournment thereof.
NOTE: The Board of Directors is not aware of any other matter that may
come before the Special Meeting of Members.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN
ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS
STATED IF NO CHOICE IS MADE HEREON
Votes will be cast in accordance with the Proxy. Should the undersigned
be present and elect to vote at the Special Meeting or at any adjournment
thereof and after notification to the Secretary of Peoples Bancorp, Inc. at said
Special Meeting the member's decision to terminate this Proxy, then the power of
said attorney-in-fact or agents shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt of a Notice of Meeting of Members
and a Proxy Statement dated _____________, 1998, prior to the execution of this
Proxy.
- ------------------------------------
Date
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Signature
NOTE: Only one signature is required
in the case of a joint account.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
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