- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2001
-------------------
Commission file number 000-27205
-------------------
PEOPLES BANCORP OF NORTH CAROLINA, INC.
------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-2132396
------------------------------ ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
518 WEST C STREET
NEWTON, NORTH CAROLINA 28658
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(828) 464-5620
--------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities to be Registered Pursuant to Section 12(b) of the Act: NONE
--------
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant (excluding five percent owners as
non-affiliates). The aggregate market value shall be computed by reference to
the price at which the common equity was sold, or the average bid and asked
prices of such common equity, as of a specified date within 60 days prior to the
date of filing. $44,961,088.00 BASED ON THE CLOSING PRICE OF SUCH COMMON STOCK
--------------------------------------------------------------
ON MARCH 15, 2002, WHICH WAS $16.00 PER SHARE.
- ----------------------------------------------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
3,145,380 SHARES OF COMMON STOCK, OUTSTANDING AT MARCH 15, 2002.
- -----------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of Peoples Bancorp of North Carolina, Inc. for the
year ended December 31, 2001 (the "Annual Report"), which is included as
Appendix A to the Proxy Statement for the 2002 Annual Meeting of Shareholders,
are incorporated by reference into Part I, Part II and Part IV.
Portions of the Proxy Statement for the 2002 Annual Meeting of Shareholders of
Peoples Bancorp of North Carolina, Inc. to be held on May 2, 2002 (the "Proxy
Statement"), are incorporated by reference into Part III.
This Form 10-K contains forward-looking statements. These statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those anticipated in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, changes in
interest rate environment, management's business strategy, national, regional,
and local market conditions and legislative and regulatory conditions.
Readers should not place undue reliance on forward-looking statements, which
reflect management's view only as of the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect
subsequent events or circumstances. Readers should also carefully review the
risk factors described in other documents the Company files from time to time
with the Securities and Exchange Commission.
2
PART I
ITEM 1. BUSINESS
GENERAL
Peoples Bancorp of North Carolina, Inc. (the "Company"), was formed in 1999
to serve as the holding company for Peoples Bank (the "Bank"). The Company is a
bank holding company registered with the Board of Governors of the Federal
Reserve System (the "Federal Reserve") under the Bank Holding Company Act of
1956, as amended (the "BHCA"). The Company's sole activity consists of owning
the Bank. The Company's principal source of income is any dividends which are
declared and paid by the Bank on its capital stock. The Company has no
operations and conducts no business of its own other than owning the Bank.
Accordingly, the discussion of the business which follows concerns the business
conducted by the Bank, unless otherwise indicated.
The Bank, founded in 1912, is a state-chartered commercial bank serving the
citizens and business interests of the Catawba Valley and surrounding
communities through 13 offices located in Lincolnton, Newton, Denver, Triangle,
Catawba, Conover, Maiden, Claremont, Hiddenite, and Hickory, North Carolina. At
December 31, 2001, the Company had total assets of $619.5 million, net loans of
$484.5 million, deposits of $490.2 million, investment securities of $84.3
million, and shareholders' equity of $45.4 million.
The Bank has a diversified loan portfolio, with no foreign loans and few
agricultural loans. Real estate loans are predominately variable rate commercial
property loans. Commercial loans are spread throughout a variety of industries
with no one particular industry or group of related industries accounting for a
significant portion of the commercial loan portfolio. The majority of the Bank's
deposit and loan customers are individuals and small to medium-sized businesses
located in the Bank's market area.
The operations of the Bank and depository institutions in general are
significantly influenced by general economic conditions and by related monetary
and fiscal policies of depository institution regulatory agencies, including the
Federal Reserve, the Federal Deposit Insurance Corporation (the "FDIC") and the
North Carolina Commissioner of Banks (the "Commissioner").
At December 31, 2001, the Bank employed 200 full-time equivalent employees.
SUBSIDIARIES
The Bank is the Company's subsidiary. The Bank has two subsidiaries,
Peoples Investment Services, Inc. and Real Estate Advisory Services, Inc.
Through a relationship with Raymond James Financial Services, Inc., Peoples
Investment Services, Inc. provides the Bank's customers access to investment
counseling and non-deposit investment products such as stocks, bonds, mutual
funds, tax deferred annuities, and related brokerage services. Real Estate
Advisory Services, Inc., provides real estate appraisal and real estate
brokerage services.
In December 2001, the Company formed a wholly owned Delaware statutory
trust, PEBK Capital Trust I ("PEBK Trust"), which issued $14 million of
guaranteed preferred beneficial interests in the Company's junior subordinated
deferrable interest debentures that qualify as Tier I capital under Federal
Reserve Board guidelines. All of the common securities of PEBK Trust are owned
by the Company.
MARKET AREA
The Bank's primary market consists of the communities in an approximately
25-mile radius around its headquarters office in Newton, North Carolina. This
area includes Catawba County, Alexander County, the western portion of Iredell
County, the northern and central portions of Lincoln County, and portions of
northeast Gaston County. The Bank is located only 40 miles north of Charlotte,
North Carolina and the Bank's primary market area is and will continue to be
significantly affected by its close proximity to this major metropolitan area.
3
Employment in the Bank's primary market area is diversified among
manufacturing, agricultural, retail and wholesale trade, technology, services
and utilities. Corning Cable Systems, LLC (manufacturer of fiber optic cable and
accessories) is the largest employer in Catawba County. Other major employers
include CommScope, Inc. (manufacturer of fiber optic cable and accessories),
Frye Regional Medical Center, Inc., Century Furniture Company, and Catawba
County Schools.
COMPETITION
The Bank has operated in the Catawba Valley region for approximately 90
years and is the only financial institution headquartered in Newton. However,
the Bank faces strong competition both in attracting deposits and making loans.
Its most direct competition for deposits has historically come from other
commercial banks, credit unions and brokerage firms located in its primary
market area, including large financial institutions. Two national money center
commercial banks are headquartered in Charlotte, North Carolina, only 40 miles
from the Bank's primary market area. Based upon June 30, 2001 comparative data,
the Bank had 19.13 % of the deposits in Catawba County, placing it second in
deposit size among a total of 12 banks with branch offices in Catawba County.
The Bank has also faced additional significant competition for investors'
funds from short-term money market securities and other corporate and government
securities. The Bank's deposit base has grown principally due to economic growth
in the Bank's market area coupled with the implementation of new and competitive
deposit products. The ability of the Bank to attract and retain deposits depends
on its ability to generally provide a rate of return, liquidity and risk
comparable to that offered by competing investment opportunities.
The Bank experiences strong competition for loans from commercial banks and
mortgage banking companies. The Bank competes for loans primarily through the
interest rates and loan fees it charges and the efficiency and quality of
services it provides borrowers. Competition is increasing as a result of the
continuing reduction of restrictions on the interstate operations of financial
institutions.
SUPERVISION AND REGULATION
Bank holding companies and state savings banks are extensively regulated
under both federal and state law. The following is a brief summary of certain
statutes and rules and regulations that affect or will affect the Company, the
Bank and any subsidiaries. This summary is qualified in its entirety by
reference to the particular statute and regulatory provisions referred to below
and is not intended to be an exhaustive description of the statutes or
regulations applicable to the business of the Company and the Bank. Supervision,
regulation and examination of the Company and the Bank by the regulatory
agencies are intended primarily for the protection of depositors rather than
shareholders of the Company. Statutes and regulations which contain wide-ranging
proposals for altering the structures, regulations and competitive relationship
of financial institutions are introduced regularly. The Company cannot predict
whether or in what form any proposed statute or regulation will be adopted or
the extent to which the business of the Company and the Bank may be affected by
such statute or regulation.
General. There are a number of obligations and restrictions imposed on bank
holding companies and their depository institution subsidiaries by law and
regulatory policy that are designed to minimize potential loss to the depositors
of such depository institutions and the FDIC insurance funds in the event the
depository institution becomes in danger of default or in default. For example,
to avoid receivership of an insured depository institution subsidiary, a bank
holding company is required to guarantee the compliance of any insured
depository institution subsidiary that may become "undercapitalized" with the
terms of any capital restoration plan filed by such subsidiary with its
appropriate federal banking agency up to the lesser of (i) an amount equal to 5%
of the bank's total assets at the time the bank became undercapitalized or (ii)
the amount which is necessary (or would have been necessary) to bring the bank
into compliance with all acceptable capital standards as of the time the bank
fails to comply with such capital restoration plan. Under a policy of the
Federal Reserve with respect to bank holding company operations, a bank holding
company is required to serve as a source of financial strength to its subsidiary
depository institutions and to commit resources to support such institutions in
circumstances where it might not do so absent such policy. The Federal Reserve
under the BHCA also has the authority to require a bank holding company to
terminate any activity or to relinquish control of a nonbank subsidiary (other
than a nonbank subsidiary of a bank) upon the Federal Reserve's determination
that such activity or control constitutes a serious risk to the financial
soundness and stability of any bank subsidiary of the bank holding company.
4
In addition, insured depository institutions under common control are
required to reimburse the FDIC for any loss suffered by either the Savings
Association Insurance Fund (the "SAIF") or the BIF as a result of the default of
a commonly controlled insured depository institution or for any assistance
provided by the FDIC to a commonly controlled insured depository institution in
danger of default. The FDIC may decline to enforce the cross-guarantee
provisions if it determines that a waiver is in the best interest of the SAIF or
the BIF or both. The FDIC's claim for damages is superior to claims of
stockholders of the insured depository institution or its holding company but is
subordinate to claims of depositors, secured creditors and holders of
subordinated debt (other than affiliates) of the commonly controlled insured
depository institutions.
As a result of the Company's ownership of the Bank, the Company is
registered under the bank holding company laws of North Carolina. Accordingly,
the Company is also subject to regulation and supervision by the Commissioner.
Capital Adequacy Guidelines for Holding Companies. The Federal Reserve has
adopted capital adequacy guidelines for bank holding companies and banks that
are members of the Federal Reserve system and have consolidated assets of $150
million or more. Bank holding companies subject to the Federal Reserve's capital
adequacy guidelines are required to comply with the Federal Reserve's risk-based
capital guidelines. Under these regulations, the minimum ratio of total capital
to risk-weighted assets is 8%. At least half of the total capital is required to
be "Tier I capital," principally consisting of common stockholders' equity,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less certain goodwill items. The remainder ("Tier II
capital") may consist of a limited amount of subordinated debt, certain hybrid
capital instruments and other debt securities, perpetual preferred stock, and a
limited amount of the general loan loss allowance. In addition to the risk-based
capital guidelines, the Federal Reserve has adopted a minimum Tier I capital
(leverage) ratio, under which a bank holding company must maintain a minimum
level of Tier I capital to average total consolidated assets of at least 3% in
the case of a bank holding company which has the highest regulatory examination
rating and is not contemplating significant growth or expansion. All other bank
holding companies are expected to maintain a Tier I capital (leverage) ratio of
at least 1% to 2% above the stated minimum.
Dividend and Repurchase Limitations. The Company must obtain Federal
Reserve approval prior to repurchasing Common Stock for in excess of 10% of its
net worth during any twelve-month period unless the Company (i) both before and
after the redemption satisfies capital requirements for "well capitalized" state
member banks; (ii) received a one or two rating in its last examination; and
(iii) is not the subject of any unresolved supervisory issues.
Although the payment of dividends and repurchase of stock by the Company
are subject to certain requirements and limitations of North Carolina corporate
law, except as set forth in this paragraph, neither the Commissioner nor the
FDIC have promulgated any regulations specifically limiting the right of the
Company to pay dividends and repurchase shares. However, the ability of the
Company to pay dividends or repurchase shares may be dependent upon the
Company's receipt of dividends from the Bank.
North Carolina commercial banks, such as the Bank, are subject to legal
limitations on the amounts of dividends they are permitted to pay. Dividends may
be paid by the Bank from undivided profits, which are determined by deducting
and charging certain items against actual profits, including any contributions
to surplus required by North Carolina law. Also, an insured depository
institution, such as the Bank, is prohibited from making capital distributions,
including the payment of dividends, if, after making such distribution, the
institution would become "undercapitalized" (as such term is defined in the
applicable law and regulations).
Deposit Insurance Assessments. The Bank is subject to insurance assessments
imposed by the FDIC. Under current law, the insurance assessment to be paid by
the BIF members such as the Bank shall be as specified in a schedule required to
be issued by the FDIC. All FDIC deposits for deposit insurance have an effective
rate ranging from 0 to 31 basis points per $100 of insured deposits, depending
on the institution's capital position and other supervisory factors. Based on
the current financial condition and capital levels of the Bank, the Bank does
not expect that the FDIC insurance assessments will have a material impact on
the Bank's future earnings.
5
Federal Home Loan Bank System. The FHLB system provides a central credit
facility for member institutions. As a member of the FHLB of Atlanta, the Bank
is required to own capital stock in the FHLB of Atlanta in an amount at least
equal to the greater of 1% of the aggregate principal amount of its unpaid
residential mortgage loans, home purchase contracts and similar obligations at
the end of each calendar year, or 5% of its outstanding advances (borrowings)
from the FHLB of Atlanta. On December 31, 2001, the Bank was in compliance with
this requirement.
Community Reinvestment. Under the Community Reinvestment Act ("CRA") as
implemented by regulations of the FDIC, an insured institution has a continuing
and affirmative obligation consistent with its safe and sound operation to help
meet the credit needs of its entire community, including low and moderate income
neighborhoods. The CRA does not establish specific lending requirements or
programs for financial institutions, nor does it limit an institution's
discretion to develop, consistent with the CRA, the types of products and
services that it believes are best suited to its particular community. The CRA
requires the federal banking regulators, in connection with their examinations
of insured institutions, to assess the institutions' records of meeting the
credit needs of their communities, using the ratings of "outstanding,"
"satisfactory," "needs to improve," or "substantial noncompliance," and to take
that record into account in its evaluation of certain applications by those
institutions. All institutions are required to make public disclosure of their
CRA performance ratings. The Bank received a "satisfactory" rating in its last
CRA examination which was conducted during March 2001.
Prompt Corrective Action. The FDIC has broad powers to take corrective
action to resolve the problems of insured depository institutions. The extent of
these powers will depend upon whether the institutions in question are "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized." Under the regulations, an
institution is considered "well capitalized" if it has (i) a total risk-based
capital ratio of 10% or greater, (ii) a Tier I risk-based capital ratio of 6% or
greater, (iii) a leverage ratio of 5% or greater and (iv) is not subject to any
order or written directive to meet and maintain a specific capital level for any
capital measure. An "adequately capitalized" institution is defined as one that
has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier I
risk-based capital ratio of 4% or greater and (iii) a leverage ratio of 4% or
greater (or 3% or greater in the case of an institution with the highest
examination rating). An institution is considered (A) "undercapitalized" if it
has (i) a total risk-based capital ratio of less than 8%, (ii) a Tier I
risk-based capital ratio of less than 4% or (iii) a leverage ratio of less than
4% (or 3% in the case of an institution with the highest examination rating);
(B) "significantly undercapitalized" if the institution has (i) a total
risk-based capital ratio of less than 6%, or (ii) a Tier I risk-based capital
ratio of less than 3% or (iii) a leverage ratio of less than 3% and (C)
"critically undercapitalized" if the institution has a ratio of tangible equity
to total assets equal to or less than 2%.
Other. Additional regulations require annual examinations of all insured
depository institutions by the appropriate federal banking agency, with some
exceptions for small, well-capitalized institutions and state chartered
institutions examined by state regulators, and establish operational and
managerial, asset quality, earnings and stock valuation standards for insured
depository institutions, as well as compensation standards where such
compensation would endanger the insured depository institution or would
constitute an unsafe practice.
The Bank is subject to examination by the FDIC and the Commissioner. In
addition, the Bank is subject to various other state and federal laws and
regulations, including state usury laws, laws relating to fiduciaries, consumer
credit and equal credit, fair credit reporting laws and laws relating to branch
banking. The Bank, as an insured North Carolina commercial bank, is prohibited
from engaging as a principal in activities that are not permitted for national
banks, unless (i) the FDIC determines that the activity would pose no
significant risk to the appropriate deposit insurance fund and (ii) the Bank is,
and continues to be, in compliance with all applicable capital standards.
Under Chapter 53 of the North Carolina General Statutes, if the capital
stock of a North Carolina commercial bank is impaired by losses or otherwise,
the Commissioner is authorized to require payment of the deficiency by
assessment upon the bank's shareholders, pro rata, and to the extent necessary,
if any such assessment is not paid by any shareholder, upon 30 days notice, to
sell as much as is necessary of the stock of such shareholder to make good the
deficiency.
6
ITEM 2. PROPERTIES
At December 31, 2001, the Bank conducted its business from the headquarters
office in Newton, North Carolina, and its twelve other branch offices in
Lincolnton, Hickory, Newton, Catawba, Conover, Claremont, Maiden, Denver,
Triangle and Hiddenite, North Carolina. The Bank also has two stand alone ATMs
located in Hickory and Sherrills Ford . The following table sets forth certain
information regarding the Bank's properties at December 31, 2001. Unless
indicated otherwise, all properties are owned by the Bank.
Corporate Office 2050 Catawba Valley Boulevard
518 West C Street Hickory, North Carolina 28601
Newton, North Carolina 28658 (ATM site only)
420 West A Street U.S. Highway 321
Newton, North Carolina 28658 Newton, NC 28658
(land only)
2619 North Main Avenue
Newton, North Carolina 28658 LEASED
------
213 1st Street, West 1333 2nd Street NE
Conover, North Carolina 28613 Hickory, North Carolina 28601
3261 East Main Street 114 West C Street
Claremont, North Carolina 28610 Newton, North Carolina 28658
(off-site storage only)
6125 Highway 16 South
Denver, North Carolina 28037 6360 East N.C. Highway
Sherrills Ford, North Carolina 28673
5153 N.C. Highway 90E (ATM site only)
Hiddenite, North Carolina 28636
1910 East Main Street
200 Island Ford Road Lincolnton, North Carolina 28092
Maiden, North Carolina 28650
3310 Springs Road NE
Hickory, North Carolina 28601
142 South Highway 16
Denver, North Carolina 28037
106 North Main Street
Catawba, North Carolina 28609
ITEM 3. LEGAL PROCEEDINGS
In the opinion of the management, the Bank is not involved in any pending
legal proceedings other than routine, non-material proceedings occurring in the
ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Bank's shareholders during the
quarter ended December 31, 2001.
7
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this Item is set forth under the section
captioned "Market for the Company's Common Equity and Related Shareholder
Matters" on page A-17 of the Annual Report, which section is incorporated herein
by reference. See "Item 1. BUSINESS--Supervision and Regulation" above for
regulatory restrictions which limit the ability of the Company to pay dividends.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth in the table captioned
"Selected Financial Data" on page A-2 of the Annual Report, which table is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is set forth in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages A-3 through A-15 of the Annual Report, which section is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is set forth in the section captioned
"Quantitative and Qualitative Disclosures About Market Risk" on page A-16 of the
Annual Report, which section is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company and supplementary data
set forth on pages A-20 through A-42 of the Annual Report are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item regarding directors and executive
officers of the Company is set forth under the sections captioned "Proposal 1 -
Election of Directors - Nominees" on pages 5 and 6 of the Proxy Statement and
"Proposal 1 - Election of Directors - Executive Officers" on page 9 of the Proxy
Statement, which sections are incorporated herein by reference.
The information required by this Item regarding compliance with Section
16(a) of the Securities Exchange Act of 1934 is set forth under the section
captioned "Section 16(a) Beneficial Ownership Reporting Compliance" set forth on
page 5 of the Proxy Statement, which section is incorporated herein by
reference.
8
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth under the sections
captioned "Proposal 1 - Election of Directors - Director Compensation" on page 8
and "- Management Compensation," " - Stock Benefit Plan," "- Employment
Agreements," "- Incentive Compensation Plans," "- Profit Sharing and 401(k)
Plans," "- Deferred Compensation Plan," "- Supplemental Retirement Plan," and "-
Discretionary Bonuses and Service Awards," on pages 9 through 19 of the Proxy
Statement, which sections are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference from the
section captioned "Security Ownership of Certain Beneficial Owners" on pages 2
through 4 of the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the section captioned "Proposal 1 - Election of Directors -
Indebtedness of and Transactions with Management"on page 19 of the Proxy
Statement, which section is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
14(a)1. Consolidated Financial Statements (contained in the Annual Report
attached hereto as Exhibit (13) and incorporated herein by reference)
(a) Independent Auditors' Report
(b) Consolidated Statements of Financial Condition as of December 31,
2001 and 2000
(c) Consolidated Statements of Earnings for the Years Ended December
31, 2001, 2000 and 1999
(d) Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2001, 2000 and 1999
(e) Consolidated Statements of Comprehensive Income for the Years
Ended December 31, 2001, 2000 and 1999
(f) Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999
(g) Notes to Consolidated Financial Statements
14(a)2. Financial Consolidated Statement Schedules
All schedules have been omitted as the required information is either
inapplicable or included in the Notes to Consolidated Financial
Statements.
14(a)3. Exhibits
Exhibit (3)(i) Articles of Incorporation of Peoples Bancorp of
North Carolina, Inc., incorporated by reference to
Exhibit (3)(i) to the Form 8-A filed with the
Securities and Exchange Commission on September 2,
1999
9
Exhibit (3)(ii) Amended and Restated Bylaws of Peoples Bancorp of
North Carolina, Inc.
Exhibit (4) Specimen Stock Certificate, incorporated by
Reference to Exhibit (4) to the Form 8-A filed
with the Securities and Exchange Commission on
September 2, 1999
Exhibit (10)(a) Employment Agreement between Peoples Bank and Tony
W. Wolfe incorporated by reference to Exhibit
(10)(a) to the Form 10-K filed with the Securities
and Exchange Commission on March 30, 2000
Exhibit (10)(b) Employment Agreement between Peoples Bank and
Joseph F. Beaman,Jr. incorporated by reference to
Exhibit (10)(b) to the Form 10-K filed with the
Securities and Exchange Commission on March 30,
2000
Exhibit (10)(c) Employment Agreement between Peoples Bank and
Clifton A. Wike incorporated by reference to
Exhibit (10)(c) to the Form 10-K filed with the
Securities and Exchange Commission on March 30,
2000
Exhibit (10)(d) Employment Agreement between Peoples Bank and
William D. Cable incorporated by reference to
Exhibit (10)(d) to the Form 10-K filed with the
Securities and Exchange Commission on March 30,
2000
Exhibit (10)(e) Employment Agreement between Peoples Bank and
Lance A. Sellers incorporated by reference to
Exhibit (10)(e) to the Form 10-K filed with the
Securities and Exchange Commission on March 30,
2000
Exhibit (10)(f) Peoples Bancorp of North Carolina, Inc. Omnibus
Stock Ownership and Long Term Incentive Plan
incorporated by reference to Exhibit (10)(f) to
the Form 10-K filed with the Securities and
Exchange Commission on March 30, 2000
Exhibit (10)(g) Employment Agreement between Peoples Bank and
A. Joseph Lampron
Exhibit (10)(h) Peoples Bank Directors'and Officers' Deferral Plan
Exhibit (10)(i) Rabbi Trust for the Peoples Bank Directors'
and Officers' Deferral Plan
Exhibit (11) Statement regarding Computation of Per Share
Earnings
Exhibit (12) Statement Regarding Computation of Ratios
Exhibit (13) 2001 Annual Report of Peoples Bancorp of North
Carolina, Inc.
Exhibit (21) Subsidiaries of Peoples Bancorp of North Carolina,
Inc.
Exhibit (23)(a) Consent of Porter Keadle Moore, LLP for
Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on August
10,2000
Exhibit (23)(b) Consent of Porter Keadle More, LLP for
Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on September
28,2000
14(b) The Company filed two reports on Form 8-K during the last quarter
of the fiscal year ended December 31, 2001. In a report on Form 8-K
filed with the SEC on December 11, 2001, the Company reported the
10
issuance of a press release on December 10, 2001 announcing that
fourth quarter earnings were anticipated to be lower than the
Company's previous expectations. On December 20, 2001, the Company
announced the issuance on December 19, 2001 of $14,000,000 PEBK
Capital Trust I floating rate securities.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Peoples Bancorp of North Carolina, Inc.
(Registrant)
By: /s/ Tony W. Wolfe
-------------------------------------
Tony W. Wolfe
President and Chief Executive Officer
Date: March 27, 2002
-------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Tony W. Wolfe President and Chief Executive Officer March 27, 2002
- --------------------------- (Principal Executive Officer) --------------
Tony W. Wolfe
/s/ Robert C. Abernethy Chairman of the Board and Director March 27, 2002
- --------------------------- --------------
Robert C. Abernethy
/s/ A. Joseph Lampron Executive Vice President and Chief Financial March 27, 2002
- --------------------------- Officer (Principal Financial and --------------
A. Joseph Lampron Principal Accounting Officer)
/s/ James S. Abernethy Director March 27, 2002
- --------------------------- --------------
James S. Abernethy
/s/ Bruce R. Eckard Director March 27, 2002
- --------------------------- --------------
Bruce R. Eckard
/s/ John H. Elmore, Jr. Director March 27, 2002
- --------------------------- --------------
John H. Elmore, Jr.
/s/ Charles F. Murray Director March 27, 2002
- --------------------------- --------------
Charles F. Murray
/s/ Gary E. Matthews Director March 27, 2002
- --------------------------- --------------
Gary E. Matthews
/s/ Larry E. Robinson Director March 27, 2002
- --------------------------- --------------
Larry E. Robinson
/s/ Fred L. Sherrill, Jr. Director March 27, 2002
- --------------------------- --------------
Fred L. Sherrill, Jr.
/s/ Dan Ray Timmerman, Sr. Director March 27, 2002
- --------------------------- --------------
Dan Ray Timmerman, Sr.
/s/ Benjamin I. Zachary Director March 27, 2002
- --------------------------- --------------
Benjamin I. Zachary
12
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit (3)(ii) Amended and Restated Bylaws of Peoples Bancorp of North Carolina, Inc.
Exhibit (10)(g) Employment Agreement between Peoples Bank and A. Joseph Lampron
Exhibit (10)(h) Peoples Bank Directors' and Officers' Deferral Plan
Exhibit (10)(i) Rabbi Trust for the Peoples Bank Directors' and Officers' Deferral Plan
Exhibit (11) Statement Regarding Computation of Per Share Earnings
Exhibit (12) Statement Regarding Computation of Ratios
Exhibit (13) 2001 Annual Report of Peoples Bancorp of North Carolina, Inc.
Exhibit (21) Subsidiaries of Peoples Bancorp of North Carolina, Inc.
Exhibit (23)(a) Consent of Porter Keadle Moore, LLP for Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on March 28, 2002
Exhibit (23)(b) Consent of Porter Keadle More, LLP for Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 28, 2002
13