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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. __) *
Peoples Bankcorp, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
710811 10 0
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(CUSIP Number)
December 29, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 pages<PAGE>
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CUSIP No. 710811 10 0 13G Page 2 of 7 Pages
1. NAMES OF REPORTING PERSONS:
Robert E. Hentschel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Not applicable.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America.
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 17,751
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 17,751
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 17,751*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 13.21%
12. TYPE OF REPORTING PERSON: IN
*Include 10,751 shares held in the Peoples Bancorp, Inc. Employee
Stock Ownership Plan ("ESOP") Trust, as to which the Reporting
Person, as a trustee, shares voting and dispositive power.
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CUSIP No. 710811 10 0 13G Page 3 of 7 Pages
1. NAMES OF REPORTING PERSONS:
Jolanne K. Hentschel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Not applicable.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America.
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 7,000
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 7,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 7,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.21%
12. TYPE OF REPORTING PERSON: IN
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Page 4 of 7 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Peoples Bankcorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
825 State Street
Ogdensburg, New York 13699
ITEM 2(a) NAME OF PERSON(S) FILING.
Robert E. Hentschel
Jolanne K. Hentschel
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
3897B State Highway 37
Ogdensburg, NY 13669
ITEM 2(c) CITIZENSHIP.
United States of America
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
710811 10 0
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
Reporting Person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each Reporting
Person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each Reporting Person.
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Page 5 of 7 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Pursuant to Section 13.7 of the ESOP, the ESOP
committee, on which Dr. Hentschel serves, has the power to direct
the receipt of dividends on shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.<PAGE>
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Page 6 of 7 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 7, 1999 /s/ Robert E. Hentschel
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Robert E. Hentschel
/s/ Jolanne K. Hentschel
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Jolanne K. Hentschel
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Page 7 of 7 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of the
issuer in trust for the benefit of employees participating in the
ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees
vote common stock allocated to participant accounts in accordance
with instructions by participants, (ii) shares of common stock of
the issuer which have not been allocated and allocated stock for
which no voting direction has been received shall be voted by the
trustee in the same proportion as participants direct the voting
of allocated shares, and (iii) if no voting direction has been
received as to allocated shares, the issuer may direct the
trustees as to the voting of all unallocated shares, and if the
issuer gives no direction, the trustees shall vote such shares in
their sole discretion. Pursuant to Section 13.3 of the ESOP, the
trustees exercise investment direction as directed by the issuer
in its capacity as the ESOP Committee. Overall, the trustees
must exercise voting and dispositive power with respect to the
assets held by the ESOP, including common stock of the issuer, in
accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
