STOCK
OFFERINGS
QUESTIONS
and
ANSWERS
Peoples
Bancorp, Inc.
STOCK OFFERINGS
QUESTIONS & ANSWERS
Facts about the Plan of Conversion and Reorganization
The Boards of Directors of Peoples Bancorp, Inc. ("Bancorp"), its wholly owned
subsidiary Trenton Savings Bank FSB ("Trenton Savings" or the "Bank") and
Peoples Bancorp, M.H.C. (the "MHC") unanimously adopted a Plan of Conversion and
Reorganization (the "Plan") to convert from a mutual holding company structure
to a newly formed Delaware stock holding company, Peoples Bancorp, Inc. (the
"Company"). We refer to this as the "Conversion."
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in Peoples Bancorp, Inc.
Investment in the common stock of the Company involves certain risks. For a
discussion of these risks and other factors, investors are urged to read the
accompanying Prospectus, especially the discussion under the heading "Risk
Factors."
Why are Bancorp and its subsidiary, the Bank, and the MHC converting to the
stock holding company structure?
The stock holding company form of ownership is used by most business
corporations and an increasing number of banks and savings institutions. Through
the sale of the stock, the Company will raise additional capital enabling it to:
o Purchase all the capital stock of the Bank, contributing a portion of the
proceeds raised from the sale of the Company's common stock to the Bank.
The Bank, in turn, will utilize these funds to support and broaden its
range of its products and services offered; and
o Allow customers of the Bank and friends to subscribe to purchase stock and
share in the Company and the Bank's future.
Will the Conversion affect any of my deposit account(s) or loan(s)?
No. The Conversion will have no effect on the balance or terms of any deposit
account or loan, and your deposits will continue to be federally insured by the
Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit. Your
deposit account will not be converted to stock. The common stock purchased from
the Company, however, cannot and will not be insured by the FDIC or any other
governmental agency.
Who is eligible to purchase stock in the offerings?
Depositors and borrowers of Trenton Savings as of certain dates, the Company's
Employee Stock Ownership Plan, the Bancorp's public stockholders, and members of
the general public.
How many shares of stock are being offered and at what price?
The Company is offering up to 20,241,623 shares of Common Stock at a price of
$10.00 per share through the Prospectus. Shares held by Bancorp stockholders
will also be exchanged.
I am an existing Bancorp stockholder. How will my shares be exchanged?
Each share of Bancorp common stock will automatically be converted into shares
of the Company's common stock according to a ratio that will result in you
retaining nearly the same aggregate percentage ownership in the Company's common
stock after the Conversion. This percentage will be adjusted downward pursuant
to the Office of Thrift Supervision's policy to reflect assets contributed to
the Bancorp by the MHC. Depending on the amount of the Company's common stock
sold in the Offering, an Exchange Ratio ranging from approximately 2.4578 to
3.3252 (up to 3.8240 at the adjusted maximum number of shares sold) Exchange
Shares of the Company's common stock will be exchanged for each share of Bancorp
common stock. The Exchange Agent will provide each stockholder of record a
letter of transmittal with instructions for the exchange of shares.
Holders of Bancorp Common Stock should not forward shares to the Bank or
Exchange Agent until they have received instructions from the Exchange Agent.
How much stock may I buy?
The minimum order is 25 shares. The maximum purchase limit for any person (or
persons on a single account) is $600,000 and for associates of or persons acting
in concert the maximum purchase limitation is $600,000.
The maximum purchase for any person or associates of or persons acting in
concert when combined with Exchange Shares shall not exceed 5% of the Shares
sold in the Offering.
Do Bank members have to buy stock?
No. The Conversion, however, will allow the Bank's depositors and borrowers an
opportunity to subscribe to buy stock and become initial stockholders of the
holding company for the bank with which they do business.
How do I order stock?
You must complete the Stock Order and Certification Form. Be sure to follow the
instructions for completing the Stock Order and Certification. Your order must
be received at the Stock Center or at one of the branches of Trenton Savings by
12:00 noon, New Jersey Time, on ___________, 1998.
If I place an order for stock, am I guaranteed to receive that stock?
No. Placing an order for stock does not guarantee that you will receive any or
all of your order. Orders are filled on a priority basis. For detailed
information on the preference categories, refer to the Conversion and
Reorganization section of the Prospectus.
How do I pay for my shares of stock?
You must pay for stock by check, cash (if delivered in person) or money order.
Interest will be paid by the Bank on these funds at the passbook rate from the
day the funds are received until the completion or termination of the
Conversion.
You may also authorize us to withdraw funds from your Trenton Savings deposit
account or certificate of deposit for the amount of funds you specify for
payment.
Note: You will not have access to these funds from the day we receive your order
until the completion or termination of the Conversion.
Can I purchase shares using funds in my Trenton Savings IRA account?
Federal regulations do not permit the purchase of conversion stock in your
existing Trenton Savings IRA account. To accommodate our IRA depositors, we have
made arrangements to have funds transferred into self-directed IRA accounts with
a third party broker-dealer to allow for such purchases. Please call our Stock
Center as soon as possible at ( ) - for additional information.
Will the stock be insured?
No. Like any other common stock, the Company's common stock will not be insured
by the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the
Savings Association Insurance Fund or any other governmental agency.
Will dividends be paid on the stock?
The Board of Directors of the Company intends to declare cash dividends on the
common stock commencing with the first quarter following the consummation of the
Conversion. It is expected that the annual dividend will be $0.10 per share if
the maximum as adjusted number of shares are sold in the conversion. However,
there can be no assurance that such dividends will not be reduced or eliminated
in the future.
How will the stock be traded?
The Company's common stock will trade on the Nasdaq National Market under the
symbol "TSBS". However, no assurances can be given that an active and liquid
market will develop.
Do I pay a commission?
No. You will not be charged a commission or fee on the purchase of shares in the
Offering.
Should I vote in favor of the Plan of Conversion?
Yes. The Boards of Directors of the Bank, Bancorp, and MHC recommend that you
vote in favor of the plan of conversion. Your "FOR" vote is very important!
Why did I get several proxy cards?
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of
your accounts. PLEASE VOTE, SIGN AND
RETURN ALL PROXY CARDS!
How many votes do I have?
Your proxy card(s) show the number of votes you have. Every depositor entitled
to vote may cast one vote for each $100, or fraction thereof, on deposit as of
the voting record date up to $100,000.
May I vote in person at the Special Meeting?
Yes, but we would still like you to sign and mail your proxy card today. If you
decide to revoke your proxy, you may do so by voting at the Special Meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK CENTER AT ( ) - between 9:00
a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
The shares of common stock offered in the Conversion are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.
This is not an offer to sell or a solicitation of an offer to buy stock. The
offer will be made only by the Prospectus accompanied by the Stock Order Form.
[Member Letter - Trenton Savings Bank FSB letterhead]
_____________, 1998
Dear Member:
I am pleased to inform you that the Boards of Directors of Trenton
Savings Bank FSB (the "Bank"), Peoples Bancorp, Inc. ("Bancorp") and Peoples
Bancorp, M.H.C. (the "MHC") have adopted a Plan of Conversion and Agreement and
Plan of Reorganization (the "Plan of Conversion"). Pursuant to the Plan of
Conversion, the Bank will become a subsidiary of a newly formed Delaware stock
holding company, Peoples Bancorp, Inc. (the "Company"), and the existing
stockholders of Bancorp (other than the MHC) will be issued shares of the
Company's common stock in exchange for their shares of Bancorp's common stock
(the "Exchange"). The Exchange will result in those stockholders owning in the
aggregate approximately the same percentage of the Company as they had owned in
Bancorp, subject to certain adjustments. In addition to the shares of Company
common stock to be issued in the Exchange, the Company is also offering up to
20,241,623 shares of common stock to the MHC's members, Bancorp's stockholders
and members of the public (the "Conversion"). Consummation of the Plan of
Conversion is subject to (i) the approval of the members of the MHC, (ii) the
approval of the stockholders of Bancorp and (iii) various regulatory approvals.
Upon completion of the Conversion and Reorganization, your deposits and
loans with the Bank will continue to be deposits and loans with the Bank; there
will be no change in the balance, interest rate or maturity of deposits or loans
because of this restructuring. Your deposits will continue to be insured by the
Federal Deposit Insurance Corporation to the maximum amount permitted by law to
the same extent as prior to the Conversion.
We are asking depositors of the Bank as of _________, 1998, the voting
record, who continue to be depositors as of the Special Meeting of Members, to
vote FOR the Plan of Conversion. If you and/or members of your family have
multiple accounts with the Bank, you may receive more than one proxy mailing.
Federal regulations do not allow the combining of accounts unless they represent
identical forms of ownership. Please vote all proxy cards found in the front of
the mailing envelope and return them today in the enclosed postage-paid
envelope, even if you plan to attend the meeting. Your vote FOR the Conversion
and Reorganization will not require you to buy any stock. A Proxy Statement
relating to the Conversion is enclosed.
As part of this process, the Company is offering shares of its common
stock in accordance with federal regulations. You may take advantage of your
nontransferable right to purchase shares directly from the Company, without
commission or fee. We have enclosed a package of information, including a Stock
Order Form and a Prospectus, which will help you learn more about investing in
the Company's common stock. Please read and review the materials carefully
before making an investment decision. The Stock Order and Certification Form and
payment MUST be received at the Stock Center or at one of the branches of
Trenton Savings by 12:00 noon, New Jersey Time, on ____________, 1998.
If you have any questions about the Conversion, please call ( ) - or
stop by the Stock Center located at 134 Franklin Corner Road, Lawrenceville, New
Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
[Closed Account Letter - Trenton Savings Bank FSB Letterhead]
______________, 1998
Dear Friend:
I am pleased to inform you that the Boards of Directors of Trenton
Savings Bank FSB (the "Bank"), Peoples Bancorp, Inc. ("Bancorp") and Peoples
Bancorp, M.H.C. (the "MHC") have adopted a Plan of Conversion and Agreement and
Plan of Reorganization (the "Plan of Conversion"). Pursuant to the Plan of
Conversion, the Bank will become a subsidiary of a newly formed Delaware stock
holding company, Peoples Bancorp, Inc. (the "Company"), and the existing
stockholders of Bancorp (other than the MHC) will be issued shares of the
Company's common stock in exchange for their shares of Bancorp's common stock
(the "Exchange"). The Exchange will result in those stockholders owning in the
aggregate approximately the same percentage of the Company as they had owned in
Bancorp, subject to certain adjustments. In addition to the shares of Company
common stock to be issued in the Exchange, the Company is also offering up to
20,241,623 shares of common stock to the MHC's members, Bancorp's stockholders
and members of the public (the "Conversion"). Consummation of the Plan of
Conversion is subject to (i) the approval of the members of the MHC, (ii) the
approval of the stockholders of Bancorp and (iii) various regulatory approvals.
As part of the Conversion, the Company is offering shares of its common
stock in accordance with federal regulations. Because you had a deposit account
with the Bank as of either August 31, 1996 or December 31, 1997 but closed the
account prior to __________, 1998, you are entitled to purchase the common stock
being offered but may not vote on the Plan of Conversion. You may take advantage
of your nontransferable right to purchase shares directly from the Company,
without paying a commission or fee. We have enclosed a package of information,
including a Stock Order Form and a Prospectus, which will help you learn more
about investing in the Company's common stock. Please read and review the
materials carefully before making an investment decision. The Stock Order and
Certification Form and payment MUST be received at the Stock Center or at one of
the branches of Trenton Savings by 12:00 noon, New Jersey Time, on ____________,
1998.
If you have any questions about the Conversion, please call ( ) - or
stop by the Stock Center located at 134 Franklin Corner Road, Lawrenceville, New
Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
(Prospective Investor Letter - Trenton Savings Bank FSB letterhead)
_______, 1998
Dear Prospective Investor:
I am pleased to announce that Trenton Savings Bank FSB (the"Bank"), its
mutual holding company, Peoples Bancorp, M.H.C. (the "MHC") and Peoples Bancorp,
Inc. ("Bancorp") are converting and reorganizing into the stock holding company
structure (the "Conversion"). In conjunction with this Conversion, Peoples
Bancorp, Inc. (the "Company"), the newly formed proposed Delaware stock holding
company for the Bank, is offering shares of common stock in Subscription, Public
Stockholders and Community Offerings.
We have enclosed the following materials that will help you learn more
about investing in the Company's common stock. Please read and review the
materials carefully before making an investment decision.
PROSPECTUS: This document provides detailed information about the proposed
stock offerings and about the Company's operations.
QUESTIONS AND ANSWERS: Key questions and answers about the stock offerings
are found in this pamphlet.
INVITATION: We are hosting an informational community meeting where you can
learn more about the Conversion and Stock Offerings. Please call the Stock
Center to reserve a seat.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by
properly executing and returning it with your payment to the Stock Center
in the enclosed envelope labeled Order Forms or in person. The Stock Order
and Certification Form and payment MUST be received at the Stock Center or
at one of the branches of Trenton Savings by 12:00 noon, New Jersey Time,
on ____________, 1998.
We invite you to become a stockholder of the Company. Through this
offering, you have the opportunity to buy stock directly from the Company
without paying a commission or fee.
If you have any questions about the Conversion, please call ( ) - or stop
by the Stock Center located at 134 Franklin Corner Road, Lawrenceville, New
Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
[Broker Dealer Letter - FBR Letterhead]
To Members and Friends of Trenton Savings Bank FSB and Stockholders of Peoples
Bancorp, Inc.:
Friedman, Billings, Ramsey & Co., Inc., a member of the National
Association of Securities Dealers ("NASD"), is assisting Trenton Savings Bank
FSB (the "Bank") and Peoples Bancorp, Inc. ("Bancorp") with their conversion and
reorganization into a newly formed Delaware stock holding company, Peoples
Bancorp, Inc. (the "Company") and its concurrent offerings of shares of common
stock.
At the request of the Company, we are enclosing materials explaining this
process and your opportunity to invest in shares of the Company's common stock
being offered to customers, stockholders and the community through ___________,
1998. Please read the enclosed offering materials carefully. The Company has
asked us to forward these documents to you in view of certain requirements of
the securities laws in your state.
If you have any questions about the Conversion, please call ( ) - or stop
by the Stock Center located at 134 Franklin Corner Road, Lawrenceville, New
Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
Very truly yours,
Friedman, Billings, Ramsey & Co., Inc.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
(Stockholder Letter- STREET HOLDERS#1- TSBS letterhead)
______________, 1998
Dear Stockholder:
I am pleased to inform you that the Boards of Directors of Trenton Savings
Bank FSB (the "Bank"), Peoples Bancorp, Inc. ("Bancorp") and Peoples Bancorp,
M.H.C. (the "MHC") have adopted a Plan of Conversion and Agreement and Plan of
Reorganization (the "Plan of Conversion"). Pursuant to the Plan of Conversion,
the Bank will become a subsidiary of a newly formed Delaware stock holding
company, Peoples Bancorp, Inc. (the "Company"), and the existing stockholders of
Bancorp (other than the MHC) will be issued shares of the Company's common stock
in exchange for their shares of Bancorp's common stock (the "Exchange"). The
Exchange will result in those stockholders owning in the aggregate approximately
the same percentage of the Company as they had owned in Bancorp, subject to
certain adjustments. In addition to the shares of Company common stock to be
issued in the Exchange, the Company is also offering up to 20,241,623 shares of
common stock to the MHC's members, Bancorp's stockholders and members of the
public (the "Conversion"). Consummation of the Plan of Conversion is subject to
(i) the approval of the members of the MHC, (ii) the approval of the
stockholders of Bancorp and (iii) various regulatory approvals.
We are asking stockholders of Bancorp as of ____________,1998, the voting
record date, to vote FOR the Plan of Conversion. If you and/or members of your
family hold stock in different names, you may receive more than one proxy
mailing. Please vote all proxy cards received and return them today in the
enclosed postage-paid envelope labeled Proxy Card. Your vote FOR the Conversion
will not require you to buy any additional stock in the Conversion. A Proxy
Statement relating to the Conversion is enclosed.
We have enclosed the following materials that will help you learn more
about investing in the Company's common stock. Please read and review the
materials carefully before making an investment decision.
PROSPECTUS: This document provides detailed information about the Bank's
operations and the proposed stock offerings.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the stock
offerings are found in this pamphlet.
INVITATION: We are hosting an informational community meeting where you can
learn more about the Conversion and Stock Offerings. Please call the Stock
Center to reserve a seat in the meeting.
We are inviting our customers, existing stockholders and the general public
to become stockholders of the Company. Through this offering you have the
opportunity to buy additional stock directly from the Company without
paying a commission or fee. You may obtain a Stock Order Form and
Certification Form by contacting the Bank.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by
properly executing and returning it with your payment to the Stock Center
in the enclosed envelope labeled Order Forms or in person. The Stock Order
and Certification Form and payment MUST be received at the Stock Center or
at one of the branches of Trenton Savings by 12:00 noon, New Jersey Time,
on ____________, 1998.
If you have any questions about the Conversion, please call ( ) - or stop
by the Stock Center located at 134 Franklin Corner Road, Lawrenceville, New
Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through
Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
(Stockholder Letter REGISTERED HOLDERS- TSBS letterhead)
__________, 1998
Dear Stockholder:
I am pleased to inform you that the Boards of Directors of Trenton Savings
Bank FSB (the "Bank"), Peoples Bancorp, Inc. ("Bancorp") and Peoples Bancorp,
M.H.C. (the "MHC") have adopted a Plan of Conversion and Agreement and Plan of
Reorganization (the "Plan of Conversion"). Pursuant to the Plan of Conversion,
the Bank will become a subsidiary of a newly formed Delaware stock holding
company, Peoples Bancorp, Inc. (the "Company"), and the existing stockholders of
Bancorp (other than the MHC) will be issued shares of the Company's common stock
in exchange for their shares of Bancorp's common stock (the "Exchange"). The
Exchange will result in those stockholders owning in the aggregate approximately
the same percentage of the Company as they had owned in Bancorp, subject to
certain adjustments. In addition to the shares of Company common stock to be
issued in the Exchange, the Company is also offering up to 20,241,623 shares of
common stock to the MHC's members, Bancorp's stockholders and members of the
public (the "Conversion"). Consummation of the Plan of Conversion is subject to
(i) the approval of the members of the MHC, (ii) the approval of the
stockholders of Bancorp and (iii) various regulatory approvals.
We are asking stockholders of Bancorp as of __________,1998, the voting
record date, to vote FOR the Plan of Conversion. If you and/or members of your
family hold stock in different names, you may receive more than one proxy
mailing. Please vote all proxy cards received and return them today in the
enclosed postage-paid envelope labeled Proxy Card. Your vote FOR the Conversion
will not require you to buy any additional stock in the Conversion. A Proxy
Statement relating to the Conversion is enclosed.
We have enclosed the following materials that will help you learn more
about investing in the Company's common stock. Please read and review the
materials carefully before making an investment decision.
PROSPECTUS: This document provides detailed information about the Bank's
operations and the proposed stock offerings.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the stock
offerings are found in this pamphlet.
INVITATION: We are hosting an informational community meeting where you can
learn more about the Conversion and Stock Offerings. Please call the Stock
Center to reserve a seat.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by
properly executing and returning it with your payment to the Stock Center
in the enclosed envelope labeled Order Forms or in person. The Stock Order
and Certification Form and payment MUST be received at the Stock Center or
at one of the branches of Trenton Savings by 12:00 noon, New Jersey Time,
on ____________, 1998.
We are inviting our customers, existing stockholders and the general public
to become stockholders of the Company. Through this offering you have the
opportunity to buy additional stock directly from the Company without paying a
commission or fee.
If you have any questions about the Conversion and Reorganization, please
call ( ) - or stop by the Stock Center located at 134 Franklin Corner Road,
Lawrenceville, New Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time,
Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
(Stockholder Letter- NoBo's - 2nd mailing-TSBS Letterhead)
___________, 1998
Dear Stockholder:
Under separate cover on this date, we forwarded to you information
regarding the Plan of Conversion of Peoples Bancorp, M.H.C. (the "MHC") and
Reorganization between the MHC and Peoples Bancorp, Inc. ("Bancorp") (the
"Conversion") and its wholly owned subsidiary Trenton Savings Bank FSB (the
"Bank") and the offering of Common Stock by the newly formed Delaware stock
holding company, Peoples Bancorp, Inc. (the "Company").
As a result of certain requirements, we could not forward a Stock Order and
Certification Form with the other packet of materials. They are enclosed herein,
along with a Prospectus.
The Stock Order and Certification Form and payment MUST be received at
the Stock Center or at one of the branches of Trenton Savings by 12:00 noon, New
Jersey Time, on ____________, 1998.
If you have any questions about the Conversion, please call ( ) - or stop
by the Stock Center located at 134 Franklin Road, Lawrenceville, New Jersey
between 9:00 a.m. and 5:00 p.m., New Jersey Time, Monday through Friday.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
(Dear Member "Dark Blue Sky" & Foreign Accounts - Trenton Savings Bank FSB
letterhead)
___________,1998
Dear Member:
I am pleased to announce that Trenton Savings Bank FSB (the"Bank"), its
mutual holding company, Peoples Bancorp, M.H.C. and Peoples Bancorp, Inc.
("Bancorp") are converting and reorganizing into the stock holding company
structure (the "Conversion"). In conjunction with this Conversion, Peoples
Bancorp, Inc. (the "Company"), the newly formed proposed Delaware stock holding
company for the Bank, is offering shares of common stock in Subscription, Public
Stockholders and Community Offerings.
Unfortunately, the Company is unable to either offer or sell its common
stock to you because the small number of eligible subscribers in your
jurisdiction makes registration or qualification of the common stock under the
securities laws of your jurisdiction impractical, for reasons of cost or
otherwise. Accordingly, this letter should not be considered an offer to sell or
a solicitation of an offer to buy the common stock of the Company.
However, as a member of the Bank, you have the right to vote on the Plan of
Conversion at the Special Meeting of Members to be held on March __, 1998.
Therefore, enclosed is a proxy card, a Proxy Statement (which includes the
Notice of the Special Meeting), a Prospectus (which contains information
incorporated into the Proxy Statement) and a return envelope for your proxy
card.
If you have any questions about the Conversion and Reorganization, please
call ( ) or stop by the Stock Center located at 134 Franklin Corner Road,
Lawrenceville, New Jersey between 9:00 a.m. and 5:00 p.m., New Jersey Time,
Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
Wendell T. Breithaupt
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is not an offer to sell or a solicitation of an offer to buy stock.
The offer is made only by the Prospectus accompanied by the Stock Order Form.
Meeting Invitation
Peoples Bancorp, Inc.
You Are Cordially Invited To a Community Investor Meeting & Reception to Learn
About the Plan of Conversion and Related Offerings of Peoples Bancorp, Inc. (a
newly formed holding company for Trenton Savings Bank FSB) common
stock.
TBD DATE
TBD PLACE
TBD TIME
Senior executives of Trenton Savings Bank FSB will present information and
answer your questions about Trenton Savings Bank's Plan of Conversion and
Reorganization and related Stock Offerings. You will also be presented with
information about Trenton Savings Bank's business focus and results of
operations.
Seating is Limited
Please call the Stock Center to make your reservation.
( ) -
This invitation is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the Prospectus accompanied by
the Stock Order Form. The shares of common stock are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.
Proxy Gram
We recently forwarded to you information advising that the Boards of Directors
of Trenton Savings Bank FSB, Peoples Bancorp Inc., and Peoples Bancorp M.H.C.
had received regulatory approval to reorganize into the stock holding company
form of ownership.
Your vote on our Plan of Conversion has not yet been received. Failure to Vote
has the Same Effect as Voting Against the Plan of Conversion.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Plan does not obligate you to purchase stock; approval of the
Plan will not affect the terms or insurance of your accounts at Trenton Savings
Bank FSB.
The Board of Directors unanimously recommends that you vote "FOR" the Plan
TRENTON SAVINGS BANK FSB, PEOPLES BANCORP INC., and PEOPLES BANCORP M.H.C.
Wendell T. Breithaupt
President and Chief Executive Officer
If you already mailed the proxy, please accept our thanks and disregard this
request. For further information call our Stock Center at ( ) - .
The common stock is not a deposit or account and is not federally insured or
guaranteed. This is not an offer to sell or a solicitation of an offer to buy
stock. The offer is made only by the Prospectus accompanied by the Stock Order
Form.
Ads will run two times in each county. Ad will be 6 7/16 X 10(3x10)
Peoples Bancorp, Inc.
Peoples Bancorp, Inc., a newly formed holding company for Trenton Savings
Bank FSB, is offering up to 20,241,623 shares of common stock.
You are invited...
to a Community Investor Meeting and Reception
Senior executives of Trenton Savings Bank FSB are hosting a Community Investor
Meeting. In addition to learning details about the stock offering, you'll be
presented with information about Trenton Savings Bank's business focus and
results of operations.
TBD DATE
TBD PLACE
TBD TIME
To receive a copy of the Prospectus or to make a reservation to attend the
meeting, please call the Stock Center at ( ) - from 9:00 a.m. to 5:00 p.m., New
Jersey Time, Monday through Friday.
This invitation is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the Prospectus accompanied by
the Stock Order Form. The shares of common stock are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.