-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SEO36en3UNvwtRwtAT8tvNE335rrRMooR0HrnovqfBtXms91t2LX+kJwCu895x74 seBMpZWx8ekcYn/BlXSqew== 0000318300-98-000007.txt : 19980820 0000318300-98-000007.hdr.sgml : 19980820 ACCESSION NUMBER: 0000318300-98-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310987416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16772 FILM NUMBER: 98694095 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750 BUSINESS PHONE: 6143733155 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 0-16772 PEOPLES BANCORP INC. - ---------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 31-0987416 ------------------------------------ (I.R.S. Employer Identification No.) 138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740)373-3155 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Shares, No Par Value (3,841,449 outstanding at February 28, 1998) 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 pursuant 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. [ ] Based upon the closing price of the Common Shares of the Registrant on the The NASDAQ National Market as of February 28, 1998, the aggregate market value of the Common Shares of the Registrant held by nonaffiliates on that date was $137,414,318. For this purpose, certain executive officers and directors are considered affiliates. Documents Incorporated by Reference: 1) Portions of Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1997, are incorporated by reference into Parts I and II of this Annual Report on Form 10-K. 2) Portions of Registrant's Definitive Proxy Statement relating to the Annual Meeting to be held April 9, 1998, are incorporated by reference into Part III of this Annual Report on Form 10-K. PART IV ------- (a)(3) Exhibits Exhibits filed with this Annual Report on Form 10-K/A are attached hereto. For a list of such exhibits, see "Exhibit Index" beginning at page 5. The following table provides certain information concerning executive compensation plans and arrangements required to be filed as exhibits to the Annual Report on Form 10-K. Executive Compensation Plans and Arrangements --------------------------------------------- Exhibit No. Description Location ----------- ----------- -------- 10(a) Deferred Compensation Agreement Incorporated herein by dated November 16,1976 between reference to Exhibit 6(g) Robert E. Evans and The Peoples to Registration Statement Banking and Trust Company, as No. 2-68524 on Form S-14 amended March 13, 1979. of Peoples Delaware, the Company's predecessor. 10(b) Peoples Bancorp Inc. Retirement Incorporated herein by Savings Plan.(Amended and Restated reference to Exhibit 10(b) Effective January 1, 1996.) of the Company's Annual Report on Form 10-K for fiscal year ended December 31, 1995(File No. 0-16772) 10(c) Peoples Bancorp Inc. Deferred Incorporated herein by Compensation Plan for Directors reference to Exhibit 10(a) of Peoples Bancorp Inc. and of Registrant's Subsidiaries (Amended and Restated Registration Statement on Effective January 2, 1998.) Form S-8 filed December 31, 1997 (Registration No. 333-43629) 10(d) Peoples Bancorp Inc. Retirement Incorporated herein by Plan and Trust. (Amended and reference to Exhibit 10(d) Restated Effective January 1, of the Company's Annual 1989.) Report on Form 10-K for fiscal year ended December 31, 1995 (File No. 0-16772) 10(e) Summary of the Performance Incorporated herein by Compensation Plan of Peoples reference to Exhibit Bancorp Inc. effective for 10(f) of the Company's calendar year beginning January Annual Report on Form 1, 1997. 10-K for fiscal year ended December 31, 1996 (File No. 0-16772). 10(f) Peoples Bancorp Inc. Amended and Incorporated herein by Restated 1993 Stock Option Plan. reference to Exhibit 4 of the Company's Registration Statement on Form S-8 filed August 25, 1993 (Registration Statement No. 33-67878) 10(g) Form of Stock Option Agreement Incorporated herein by used in connection with grant of reference to Exhibit 10(g) non-qualified stock options under of the Company's Annual Peoples Bancorp Inc. Amended and Report on Form 10-K for Restated 1993 Stock Option Plan. fiscal year ended December 31, 1995 (File No. 0-16772) 10(h) Form of Stock Option Agreement Incorporated herein by dated May 20, 1993, used in reference to Exhibit 10(h) connection with grant of of the Company's Annual incentive stock options under Report on Form 10-K for Peoples Bancorp Inc. Amended fiscal year ended December and Restated 1993 Stock Option 31, 1995 (File No. 0-16772) Plan. 10(i) Form of Stock Option Agreement Incorporated herein by dated November 10, 1994, used reference to Exhibit 10(i) in connection with grant of of the Company's Annual incentive stock options under Report on Form 10-K for Peoples Bancorp Inc. Amended and fiscal year ended December Restated 1993 Stock Option Plan. 31, 1995 (File No. 0-16772) 10(j) Peoples Bancorp Inc. 1995 Stock Incorporated herein by Option Plan. reference to Exhibit 4 of the Company's Form S-8 filed May 24, 1995 (Registration Statement No. 33-59569). 10(k) Form of Stock Option Agreement Incorporated herein by used in connection with grant of reference to Exhibit 10(k) non-qualified stock options to of the Company's Annual non-employee directors of the Report on Form 10-K for Company under Peoples Bancorp fiscal year ended December Inc. 1995 Stock Option Plan. 31, 1995 (File No. 0-16772) 10(l) Form of Stock Option Agreement Incorporated herein by used in connection with grant of reference to Exhibit 10(l) non-qualified stock options to of the Company's Annual non-employee directors of the Report on Form 10-K for Company's subsidiaries under fiscal year ended December Peoples Bancorp Inc. 1995 31, 1995 (File No. 0-16772) Stock Option Plan. (c) Exhibits Exhibits filed with this Annual Report on Form 10-K/A are attached hereto. For a list of such exhibits, see "Exhibit Index" beginning at page 5. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunder duly authorized. PEOPLES BANCORP INC. Date: August 18, 1998 By: /s/ ROBERT E. EVANS Robert E. Evans President and Chief Executive Officer EXHIBIT INDEX PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K/A FOR FISCAL YEAR ENDED DECEMBER 31, 1997 Exhibit Number Description Exhibit Location - ------- ------------------------------ ---------------------------- 2 (a) Agreement and Plan of Merger Incorporated herein by and Reorganization by and reference to exhibit 2(b) of between Peoples Bancorp Inc. the Company's Annual Report and Russell Federal Savings Bank, on Form 10-K for fiscal year dated August 19, 1996. ended December 31, 1996 (File No. 0-16772). 2 (b) Agreement and Plan of Merger, Incorporated herein by dated June 17, 1997, as amended reference to Exhibit 2(a) of by and between Peoples Bancorp the Company's Registration Inc. and Gateway Bancorp,Inc. Statement on Form S-4 (File No. 333-37261) effective October 2, 1997. 3 (a)(1) Amended Articles of Incorporation Incorporated herein by of Peoples Bancorp Inc. (as reference to Exhibit 3(a) to filed with the Ohio Secretary of the Company's Registration State on May 3, 1993) Statement on Form 8-B filed July 20, 1993 (File No. 0-16772). 3(a)(2) Certificate of Amendment to the Incorporated herein by Amended Articles of Peoples reference to Exhibit 3(a)(2) Bancorp Inc. (as filed with the to the Company's Annual Report Ohio Secretary of State on April on Form 10-K for the fiscal 22, 1994) year ended December 31, 1997 (File No. 0-16772) (the "1997 Form 10-K"). 3(a)(3) Certificate of Amendment to the Incorporated herein by Amended Articles of Peoples refrence to Exhibit 3(a)(3) Bancorp Inc. (as filed with the to the Company's 1997 Form Ohio Secretary of State on April 10-K. 9, 1996) 3(a)(4) Amended Articles of Incorporation Incorporated herein by Peoples Bancorp Inc.(reflecting reference to Exhibit 3(a)(4) amendments through April 9, 1996) to the Company's 1997 Form [ For SEC reporting compliance 10-K. purposes only -- not filed with Ohio Secretary of State] 3 (b) Regulations of Peoples Bancorp Incorporated herein by Inc. reference to Exhibit 3(b) to the Company's Registration Statement on Form 8-B filed July 20, 1993 (File No. 0-16772). 4 Pledge Agreement, dated March 18, Incorporated herein by 1997, between Peoples Bancorp Inc. Reference to Exhibit 4 of and Fountain Square Commercial the Company's Registration Funding Corp. Statement on Form S-4 (File No. 333-37261) effective October 2, 1997. 10 (a) Deferred Compensation Agreement Incorporated herein by dated November 16, 1976 between reference to Exhibit 6(g) Robert E. Evans and The Peoples to Registration Statement Banking and Trust Company, as No. 2-68524 on Form S-14 of amended March 13, 1979. Peoples Delaware, the Company's predecessor. 10 (b) Peoples Bancorp Inc. Retirement Incorporated herein by Savings Plan. (Amended and reference to Exhibit 10(b) of Restated Effective January 1, the Company's Annual Report 1996). on Form 10-K for fiscal year ended December 31, 1995 (File No. 0-16772). 10 (c) Peoples Bancorp Inc. Deferred Incorporated herein by Compensation Plan for Directors reference to Exhibit 10(a) of of Peoples Bancorp Inc. and the Company's Registration Subsidiaries (Amended and Statement on Form S-8 filed Restated Effective January 2, December 31, 1997 1998). (Registration No. 333-43629) 10 (d) Peoples Bancorp Inc. Retirement Incorporated herein by Plan and Trust.(Amended and reference to Exhibit 10(d) of Restated Effective January 1, the Company's Annual Report 1989). on Form 10-K for fiscal year ended December 31, 1995 (File No. 0-16772). 10 (e) Summary of the Performance Incorporated herein by Compensation Plan for Peoples reference to Exhibit 10(f) Bancorp Inc. effective for of the Company's Annual calendar year beginning January Report on Form 10-K for 1, 1997. fiscal year ended December 31, 1996 (File No. 0-16772). 10 (f) Peoples Bancorp Inc. Amended and Incorporated herein by Restated 1993 Stock Option Plan. reference to Exhibit 4 of the Company's Registration Statement on Form S-8 filed August 25, 1993 (Registration Statement No. 33-67878). 10 (g) Form of Stock Option Agreement Incorporated herein by used in connection with grant reference to Exhibit 10(g) of of non-qualified stock options the Company's Annual Report under Peoples Bancorp Inc. on Form 10-K for fiscal year amended and Restated 1993 Stock ended December 31, 1995 Option Plan. (File No. 0-16772) 10 (h) Form of Stock Option Agreement Incorporated herein by dated May 20, 1993, used in reference to Exhibit 10(h) connection with grant of of the Company's Annual incentive stock options under Report on Form 10-K for Peoples Bancorp Inc. Amended and fiscal year ended December Restated 1993 Stock Option Plan. 31, 1995 (File No. 0-16772) 10 (i) Form of Stock Option Agreement Incorporated herein by dated November 10, 1994, used in reference to Exhibit connection with grant of incentive 10(i) of the Company's stock options under Peoples Annual Report on Form 10-K Bancorp Inc. Amended and Restated for fiscal year ended 1993 Stock Option Plan. December 31, 1995 (File No. 0-16772) 10 (j) Peoples Bancorp Inc. 1995 Stock Incorporated herein by Option Plan. reference to Exhibit 4 of the Company's Form S-8 filed May 24, 1995 (Registration Statement No.33-59569). 10 (k) Form of Stock Option Agreement Incorporated herein by used in connection with grant of reference to Exhibit 10(k) non-qualified stock options to of the Company's Annual non-employee directors of the Report on Form 10-K for Company under Peoples Bancorp fiscal year ended December Inc. 1995 Stock Option Plan. 31, 1995 (File No. 0-16772) 10 (l) Form of Stock Option Agreement Incorporated herein by used in connection with grant of reference to Exhibit 10(l) non-qualified stock options to of the Company's Annual non-employee directors of the Report on Form 10-K for Company's subsidiaries under fiscal year ended December Peoples Bancorp Inc. 1995 Stock 31, 1995 (File No. 0-16772) Option Plan. 11 Computation of Earnings Per Incorporated herein by Share. reference to Exhibit 11 of the Company's 1997 Form 10-K. 12 Statements of Computation of Incorporated herein by Ratios. reference to Exhibit 12 of the Company's 1997 Form 10-K. 13 Peoples Bancorp Inc. Annual Incorporated herein by Report to Stockholders for the reference to Exhibit 13 of fiscal year ended December 31, the Company's 1997 Form 10-K. 1997 (not deemed filed except for portions thereof which are specifically incorporated by reference into this Annual Report on Form 10-K). 21 Subsidiaries of Peoples Bancorp Incorporated herein by Inc. reference to Exhibit 21 of the Company's 1997 Form 10-K. 23 Consent of Independent Auditors * - Ernst & Young LLP. 27.1 Financial Data Schedule. Incorporated herein by reference to Exhibit 27.1 of the Company's 1997 Form 10-K. 27.2 Financial Data Schedule. Incorporated herein by reference to Exhibit 27.2 of the Company's 1997 Form 10-K. 27.3 Financial Data Schedule. Incorporated herein by reference to Exhibit 27.3 of the Company's 1997 Form 10-K. 27.4 Financial Data Schedule. Incorporated herein by reference to Exhibit 27.4 of the Company's 1997 Form 10-K. - ------------------------------------- * Filed herewith. EX-23 2 EXHIBIT 23 ---------- PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K/A FOR FISCAL YEAR ENDED DECEMBER 31, 1997 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K/A) of Peoples Bancorp Inc. of our report dated February 6, 1998, included in the 1997 Annual Report to Shareholders of Peoples Bancorp Inc. We also consent to the incorporation by reference in the Registration Statements pertaining to the Amended and Restated 1993 Stock Option Plan of Peoples Bancorp Inc. (Form S-8, No. 33-67878), the 1995 Stock Option Plan of Peoples Bancorp Inc. (Form S-8, No. 33-59569), the Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Form S-8, No. 333-43629) and the Peoples Bancorp Inc. Retirement Savings Plan (Form S-8, No. 33-1803) of our report dated February 6, 1998, with respect to the consolidated financial statements of Peoples Bancorp Inc. and Subsidiaries incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 1997. By: /s/ ERNST & YOUNG LLP Ernst & Young LLP Charleston, West Virginia August 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----