-----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, B361hgvILwf2imkGdm3yR+fUH/VOFW33+QiSnucwEcM82Y/L3Iwb4WeIVw1bCPTo OdemHwrzaD2gr7d6CSXO4Q== 0000318300-98-000008.txt : 19980909 0000318300-98-000008.hdr.sgml : 19980909 ACCESSION NUMBER: 0000318300-98-000008 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980904 EFFECTIVENESS DATE: 19980904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310987416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-43629 FILM NUMBER: 98704663 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750 BUSINESS PHONE: 6143733155 S-8 1 As filed with the Securities and Exchange Commission on September 4,1998 Registration No. 333-43629 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ Peoples Bancorp Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 31-0987416 - - - - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750 - - - - ----------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries as amended - - - - ------------------------------------------------------------- (Full title of the plan) Copy to: Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq. Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease LLP 138 Putnam Street, P.O. Box 738 52 East Gay Street, P.O. Box 1008 Marietta, Ohio 45750 Columbus, Ohio 43216-1008 - - - - ------------------------------- (Name and address of agent for service) (614) 374-6109 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) _________________________________ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. - - - - ------------------ See the Index to Exhibits attached. SIGNATURES The Registrant. - - - - --------------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marietta, State of Ohio, on the 1st day of September, 1998. PEOPLES BANCORP INC. By: /s/ ROBERT E. EVANS Robert E. Evans, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated, on the 1st day of September, 1998. Signature Capacities - - - - -------------------- ------------- /s/ ROBERT E. EVANS President, Chief Executive - - - - -------------------- Officer and Director Robert E. Evans *George W. Broughton Director - - - - -------------------- George W. Broughton *Wilford D. Dimit Director - - - - -------------------- Wilford D. Dimit *Barton S. Holl Director - - - - -------------------- Barton S. Holl *Rex E. Maiden Director - - - - -------------------- Rex E. Maiden *Norman J. Murray Director - - - - -------------------- Norman J. Murray *Paul T. Theisen Director - - - - -------------------- Paul T. Theisen *Thomas C. Vadakin Director - - - - -------------------- Thomas C. Vadakin *Joseph H. Wesel Chairman of the Board and - - - - -------------------- Director Joseph H. Wesel *Jeffrey D. Welch Treasurer (Principal - - - - -------------------- Accounting Officer) Jeffrey D. Welch *John W. Conlon Chief Financial Officer - - - - -------------------- John W. Conlon *By: /s/ ROBERT E. EVANS Robert E. Evans Attorney-in-Fact INDEX TO EXHIBITS Exhibit No. Description Page No. - - - - ----------- ----------------------------- ------------------------- 10(a) Peoples Bancorp Inc. Deferred Incorporated herein by Compensation Plan for Directors reference to Exhibit 10(a) of Peoples Bancorp Inc. and to the Registrant's Subsidiaries effective January Registration Statement 2, 1998 on Form S-8 (Registration No. 333-43629) filed December 31, 1997 (the "Form S-8") 10(b) Amendment No. 1 to Peoples * Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries effective January 2, 1998 10(c) Form of Rabbi Trust Agreement Incorporated herein by between Peoples Bancorp Inc. and reference to Exhibit The Peoples Banking and Trust 10(b) to the Registrant's Company related to Peoples Bancorp Form S-8 Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries 23 Consent of Ernst & Young LLP * 24 Powers of Attorney * ________________ *Filed herewith. EX-10 2 EXHIBIT 10(B) AMENDMENT NO. 1 TO DEF. COMP. PLAN Exhibit 10(b) ------------- AMENDMENT NO. 1 --------------- TO PEOPLES BANCORP INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS OF PEOPLES BANCORP INC. AND SUBSIDIARIES ------------------------------------- Section 1. BACKGROUND - - - - ---------------------- Effective January 1, 1991, Peoples Bancorp Inc. (the "Corporation") established a deferred compensation plan to provide directors of the Corporation and its subsidiaries with an opportunity to defer compensation otherwise payable to them from the Corporation and/or its subsidiaries. Effective January 2, 1998, the Corporation amended and restated the deferred compensation plan to incorporate certain changes in its provisions, including the types of funds in which the deferred compensation allocated to the participants' accounts may be invested. At the July 23, 1998 meeting, the Emerging Issues Task Force (the "EITF") reached a consensus (the "Consensus") on Issue No. 9714, Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested, regarding the accounting treatment for deferred compensation arrangements where amounts earned by an employee are invested in the employer's stock that is placed in a "Rabbi Trust" (i.e., an irrevocable grantor trust) and the EITF concluded that companies must adopt the Consensus as of September 30, 1998. In recognition of the Consensus, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation and the participants in the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the "Directors' Plan") that the Directors' Plan be amended, effective as of January 2, 1998, to provide that amounts allocated to a participant's Stock Account may be distributed only in the form of common shares of the Corporation. Section 2. AMENDMENT Of SECTION 5.B. - - - - ------------------------------------- Section 5.B of the Directors' Plan is hereby amended, effective as of January 2, 1998, to read as follows: B. Method of Distribution. A Participant's Deferred Compensation Account shall be distributed to the Participant either in a single lump sum payment or in equal annual installments over a period of not more than five (5) years. To the extent that a Deferred Compensation Account is distributed in installment payments, the undisbursed portions of such account shall continue to be credited with Additions in accordance with the applicable provisions of Section 4.D. The method of distribution (lump sum or installments) shall be elected by the Participant prior to the date on which he ceases to be a Director. In the absence of any election, a Participant's Deferred Compensation Account shall be paid in installments over a period of five (5) years. Cash Accounts shall be distributed in cash. Stock Accounts shall be distributed in Common Shares. Section 3. AMENDED SECTION 5.B TO CONTROL. - - - - ------------------------------------------- To the extent that the provisions of Section 5.B of the Directors' Plan, as amended herein, and the provisions of any other section of the Directors' Plan or any Rabbi Trust Agreement entered into by the Corporation in connection with the Directors' Plan are inconsistent, the provisions of said amended Section 5.B of the Directors' Plan shall control. IN WITNESS WHEREOF, this Amendment No. 1 has been executed by Robert E. Evans, President and Chief Executive Officer of Peoples Bancorp Inc., to be effective as of January 2, 1998. /s/ ROBERT E. EVANS Robert E. Evans President and Chief Executive Officer EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 ---------- CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post Effective Amendment No. 1 of the Registration Statement (Form S-8 No. 333-43629) pertaining to the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries of our report dated February 6, 1998, with respect to the consolidated financial statements of Peoples Bancorp Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Ernst & Young LLP Charleston, West Virginia September 3, 1998 EX-24 4 EXHIBIT 24-POWERS OF ATTORNEY Exhibit 24 ---------- POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities, including Common Shares, for offering and sale pursuant to the Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries, as amended, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys- in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of December, 1997. /s/ BARTON S. HOLL Barton S. Holl /s/ NORMAN J. MURRAY Norman J. Murray /s/ THOMAS C. VADAKIN Thomas C. Vadakin /s/ PAUL T. THEISEN Paul T. Theisen /s/ JOSEPH H. WESEL Joseph H. Wesel /s/ ROBERT E. EVANS Robert E. Evans /s/ WILFORD D. DIMIT Wilford D. Dimit /s/ REX E. MAIDEN Rex E. Maiden /s/ GEORGE W. BROUGHTON George W. Broughton POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of PEOPLES BANCORP INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities, including Common Shares, for offering and sale pursuant to the Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries, as amended, hereby constitutes and appoints Robert E. Evans and Charles R. Hunsaker, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The Nasdaq Stock Market, granting unto each of said attorneys- in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th day of December, 1997. /s/ JEFFREY D. WELCH Jeffrey D. Welch /s/ JOHN W. CONLON John W. Conlon -----END PRIVACY-ENHANCED MESSAGE-----