<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION NO. 333-37261
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PEOPLES BANCORP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
OHIO 6711 31-0987416
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)
</TABLE>
------------------------
138 PUTNAM STREET
P.O. BOX 738
MARIETTA, OHIO 45750
(614) 373-3155
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------------
ROBERT E. EVANS, PRESIDENT
PEOPLES BANCORP INC.
138 PUTNAM STREET
P.O. BOX 738
MARIETTA, OHIO 45750
(614) 373-3155
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------------
WITH A COPY TO:
<TABLE>
<S> <C> <C>
CHARLES R. HUNSAKER, ESQ. REBECCA R. JACKSON NORMAN B. ANTIN, ESQ.
Peoples Bancorp Inc. President and Chief KENNETH B. TABACH, ESQ.
138 Putnam Street Executive Officer Elias, Matz, Tiernan &
P.O. Box 738 Gateway Bancorp, Inc. Herrick L.L.P.
Marietta, Ohio 45750 2717 Louisa Street 734 15th Street, N.W.
(614) 373-3155 Cattlettsburg, Kentucky Washington, D.C. 20005
41129 (202) 347-0300
(606) 739-4126
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ------------ ----------------------------------------------------------------------------------------- -------------
<S> <C> <C>
2(a) Agreement and Plan of Merger, dated as of June 17, 1997, as amended as of September 2, (1)
1997, between Peoples and Gateway, including a related Plan of Merger, attached as
Exhibit B thereto
2(b) Stockholders Agreement, dated as of June 17, 1997, between Peoples and certain *
stockholders of Gateway
3(a)(i) Amended Articles of Incorporation of Peoples as filed with the Ohio Secretary of State on (2)
May 3, 1993
3(a)(ii) Certificate of Amendment to Amended Articles of Incorporation of Peoples as filed with (3)
the Ohio Secretary of State on April 9, 1996
3(a)(iii) Amended Articles of Incorporation of Peoples (reflecting amendments through April 9, (3)
1996) [for purposes of Commission reporting compliance only; not filed with the Ohio
Secretary of State]
3(b) Regulations of Peoples (2)
4 Pledge Agreement dated March 18, 1997, between Peoples and Fountain Square Commercial *
Funding Corp.
5 Opinion of Charles R. Hunsaker regarding legality of securities being registered
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding certain federal income tax
consequences
10(a) Deferred Compensation Agreement dated November 16, 1976 between Robert E. Evans and The (4)
Peoples Banking and Trust Company, as amended March 13, 1979
10(b) Peoples Bancorp Inc. Retirement Savings Plan (Amended and Restated Effective January 1, (5)
1996)
10(c) Peoples Bancorp Inc. Retirement Plan and Trust (Amended and Restated Effective January 1, (5)
1989)
10(d) Summary of the Incentive Bonus Plan of Peoples Bancorp Inc. effective for calendar year (7)
ended December 31, 1996
10(e) Summary of the Performance Compensation Plan of Peoples Bancorp Inc. effective for (6)
calendar year beginning January 1, 1997
10(f) Peoples Bancorp. Inc. Amended and Restated 1993 Stock Option Plan (8)
10(g) Form of Stock Option Agreement used in connection with grant of non-qualified stock (5)
options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option Plan
10(h) Form of Stock Option Agreement dated May 20, 1993, used in connection with grant of (5)
incentive stock options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option
Plan
10(i) Form of Stock Option Agreement dated November 10, 1994, used in connection with grant of (5)
incentive stock options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option
Plan
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ------------ ----------------------------------------------------------------------------------------- -------------
<S> <C> <C>
10(j) Peoples Bancorp Inc. 1995 Stock Option Plan (9)
10(k) Form of Stock Option Agreement used in connection with grant of non-qualified stock (5)
options to non-employee directors of Peoples under Peoples Bancorp Inc. 1995 Stock Option
Plan
10(l) Form of Stock Option Agreement used in connection with grant of non-qualified stock (5)
options to non-employee directors of Peoples' subsidiaries under Peoples Bancorp Inc.
1995 Stock Option Plan
10(m) Deferred Compensation Plan for Directors of Peoples Bancorp, Inc. and Subsidiaries *
13 Peoples Bancorp, Inc. Annual Report to Shareholders for the fiscal year ended December (6)
31, 1996 [not deemed filed except for portions thereof which are specifically
incorporated into this Registration Statement on Form S-4]
21 Subsidiaries of Peoples (6)
23(a) Consent of Charles R. Hunsaker (contained in the opinion included as Exhibit 5) --
23(b) Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as --
Exhibit 8)
23(c) Consent of Ernst & Young LLP *
23(d) Consent of Coopers & Lybrand L.L.P. *
23(e) Consent of Kelley, Galloway & Company P.C. *
23(f) Consent of Friedman, Billings, Ramsey & Co., Inc. *
24 Powers of Attorney (included in the signature page to the initial filing of this --
Registration Statement)
99(a) Form of proxy for the Gateway special meeting *
</TABLE>
- ------------------------
* Previously filed.
(1) Exhibit is attached as Appendix A to the Proxy Statement/Prospectus included
herein.
(2) Incorporated herein by reference to Peoples' Registration Statement on Form
8-B filed July 20, 1993 (File No. 0-16772).
(3) Incorporated herein by reference to Peoples' Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 (File No. 0-16772).
(4) Incorporated herein by reference to the Registration Statement on Form S-14
(Registration No. 2-68524) of Peoples Delaware, Peoples' predecessor.
(5) Incorporated herein by reference to Peoples' Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (File No. 0-16772).
(6) Incorporated herein by reference to Peoples' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 (File No. 0-16772).
(7) Incorporated herein by reference to Peoples Delaware's Annual Report on Form
10-K for fiscal year ended December 31, 1992 (File No. 0-16772).
(8) Incorporated herein by reference to Peoples' Registration Statement on Form
S-8 filed August 25, 1993 (Registration No. 33-67878).
(9) Incorporated herein by reference to Peoples' Registration Statement on Form
S-8 filed May 24, 1995 (Registration No. 33-59569).
II-2
<PAGE>
Peoples' management contracts or compensatory plans or arrangements consist
of Exhibit Nos.
10(a)-(m) listed above.
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marietta, State of Ohio,
on the 24th day of October 1997.
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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ ROBERT E. EVANS
------------------------
Robert E. Evans
PRESIDENT, CHIEF Date: October 24,
EXECUTIVE OFFICER 1997
AND DIRECTOR (PRINCIPAL
EXECUTIVE OFFICER)
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
George W. Broughton* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Wilford D. Dimit* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Barton S. Holl* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Rex E. Maiden* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Norman J. Murray* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Paul T. Theisen* 1997
DIRECTOR
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
/s/ ROBERT E. EVANS for
------------------------ Date: October 24,
Thomas C. Vadakin* 1997
DIRECTOR
/s/ ROBERT E. EVANS for
------------------------
Joseph H. Wesel* Date: October 24,
CHAIRMAN OF THE BOARD 1997
AND DIRECTOR
/s/ ROBERT E. EVANS for
------------------------
Jeffrey D. Welch* Date: October 24,
TREASURER (PRINCIPAL 1997
ACCOUNTING OFFICER)
/s/ ROBERT E. EVANS for
------------------------
John W. Conlon* Date: October 24,
CHIEF FINANCIAL OFFICER 1997
(PRINCIPAL
FINANCIAL OFFICER)
</TABLE>
- ------------------------
*Robert E. Evans has signed on behalf of each of the individuals in the
capacities stated as their attorney-in-fact.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ----------- ----------------------------------------------------------------------------------------- -------------
<S> <C> <C>
2(a) Agreement and Plan of Merger, dated as of June 17, 1997, as amended as of September 2,
1997 between Peoples and Gateway, including a related Plan of Merger, attached as Exhibit
B thereto (1)
2(b) Stockholders Agreement, dated as of June 17, 1997, between Peoples and certain
stockholders of Gateway *
3(a)(i) Amended Articles to Incorporation of Peoples as filed with the Ohio Secretary of State on
May 3, 1993 (2)
3(a)(ii) Certificate of Amendment to Amended Articles of Incorporation of Peoples as filed with
the Ohio Secretary of State on April 9, 1996 (3)
3(a)(iii) Amended Articles of Incorporation of Peoples (reflecting amendments through April 9,
1996) [for purposes of Commission reporting compliance only; not filed with the Ohio
Secretary of State] (3)
3(b) Regulations of Peoples (2)
4 Pledge Agreement dated March 18, 1997, between Peoples and Fountain Square Commercial
Funding Corp. *
5 Opinion of Charles R. Hunsaker regarding legality of securities being registered
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. regarding certain federal income tax
consequences
10(a) Deferred Compensation Agreement dated November 16, 1976 between Robert E. Evans and The
Peoples Banking and Trust Company, as amended March 13, 1979 (4)
10(b) Peoples Bancorp Inc. Retirement Savings Plan (Amended and Restated Effective January 1,
1996) (5)
10(c) Peoples Bancorp Inc. Retirement Plan and Trust (Amended and Restated Effective January 1,
1989) (5)
10(d) Summary of the Incentive Bonus Plan of Peoples Bancorp Inc. effective for calendar year
ended December 31, 1996 (7)
10(e) Summary of the Performance Compensation Plan of Peoples Bancorp Inc. effective for
calendar year beginning January 1, 1997 (6)
10(f) Peoples Bancorp. Inc. Amended and Restated 1993 Stock Option Plan (8)
10(g) Form of Stock Option Agreement used in connection with grant of non-qualified stock
options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option Plan (5)
10(h) Form of Stock Option Agreement dated May 20, 1993, used in connection with grant of
incentive stock options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option
Plan (5)
10(i) Form of Stock Option Agreement dated November 10, 1994, used in connection with grant of
incentive stock options under Peoples Bancorp Inc. Amended and Restated 1993 Stock Option
Plan (5)
10(j) Peoples Bancorp Inc. 1995 Stock Option Plan (9)
10(k) Form of Stock Option Agreement used in connection with grant of non-qualified stock
options to non-employee directors of Peoples under Peoples Bancorp Inc. 1995 Stock Option
Plan (5)
10(l) Form of Stock Option Agreement used in connection with grant of non-qualified stock
options to non-employee directors of Peoples' subsidiaries under Peoples Bancorp Inc.
1995 Stock Option Plan (5)
10(m) Deferred Compensation Plan for Directors of Peoples Bancorp, Inc. and Subsidiaries *
13 Peoples Bancorp, Inc. Annual Report to Shareholders for the fiscal year ended December
31, 1996 [not deemed filed except for portions thereof which are specifically
incorporated into this Registration Statement on Form S-4] (6)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ----------- ----------------------------------------------------------------------------------------- -------------
<S> <C> <C>
21 Subsidiaries of Peoples (6)
23(a) Consent of Charles R. Hunsaker (contained in the opinion included as Exhibit 5) --
23(b) Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as
Exhibit 8) --
23(c) Consent of Ernst & Young LLP *
23(d) Consent of Coopers & Lybrand L.L.P. *
23(e) Consent of Kelley, Galloway & Company P.C. *
23(f) Consent of Friedman, Billings, Ramsey & Co., Inc. *
24 Powers of Attorney (included in the signature page to the initial filing of this
Registration Statement) --
99(a) Form of proxy for the Gateway special meeting *
</TABLE>
- ------------------------
* Previously filed.
(1) Exhibit is attached as Appendix A to the Proxy Statement/Prospectus included
herein.
(2) Incorporated herein by reference to Peoples' Registration Statement on Form
8-B filed July 20, 1993 (File No. 0-16772).
(3) Incorporated herein by reference to Peoples' Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 (File No. 0-16772).
(4) Incorporated herein by reference to the Registration Statement on Form S-14
(Registration No. 2-68524) of Peoples Delaware, Peoples' predecessor.
(5) Incorporated herein by reference to Peoples' Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 (File No. 0-16772).
(6) Incorporated herein by reference to Peoples' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 (File No. 0-16772).
(7) Incorporated herein by reference to Peoples Delaware's Annual Report on Form
10-K for fiscal year ended December 31, 1992 (File No. 0-16772).
(8) Incorporated herein by reference to Peoples' Registration Statement on Form
S-8 filed August 25, 1993 (Registration No. 33-67878).
(9) Incorporated herein by reference to Peoples' Registration Statement on Form
S-8 filed May 24, 1995 (Registration No. 33-59569).
<PAGE>
EXHIBIT 5
[PEOPLES BANCORP LETTERHEAD]
October 20, 1997
Board of Directors
PEOPLES BANCORP INC.
138 Putnam Street
PO Box 738
Marietta, OH 45750-0738
Gentlemen:
I am familiar with the proceedings taken and proposed to be taken by
Peoples Bancorp Inc., an Ohio corporation ("Peoples"), in connection with the
issuance by Peoples of up to 504,428 common shares, without par value
("Peoples Common Shares"), in connection with the merger (the "Merger") of
Gateway Bancorp, Inc., a Kentucky corporation ("Gateway"), with and into
Peoples Acquisition Corp., a wholly-owned subsidiary of Peoples formed to
facilitate the Merger transaction.
Peoples and Gateway entered into an Agreement and Plan of Merger, dated
as of June 17, 1997, and amended by Amendment No. 1, dated as of September 2,
1997 (collectively, the "Merger Agreement"). In accordance with and subject
to the terms of the Merger Agreement, each share of Gateway common stock
("Gateway Stock"), other than those owned beneficially by Peoples, Gateway or
any wholly-owned subsidiary of Peoples or of Gateway (other than those shares
held in a fiduciary capacity or in satisfaction of a debt previously
contracted) and those as to which dissenters' rights are perfected under the
Kentucky 1988 Business Corporation Act, will be canceled and extinguished on
the effective date of the Merger in consideration and exchange for (i) $18.75
in cash, (ii) a number of Peoples Common Shares based on an exchange ratio
which ranges from a minimum of 0.4978 Peoples Common Share for each share of
Gateway Stock if the Peoples Market Value (as defined in the Merger
Agreement) is greater than $37.66 per share, to a maximum of 0.6739 Peoples
Common Share for each share of Gateway Stock if the Peoples Market Value is
less than $27.84 per share or (iii) a combination of cash and Peoples Common
Shares. The allocation formula in the Merger Agreement provides that 68% of
the Gateway Stock will be converted into the right to receive Peoples Common
Shares and 32% of the Gateway Stock will be converted into the right to
receive cash.
<PAGE>
Board of Directors
Peoples Bancorp Inc.
October 20, 1997
Page - 2
I have collaborated in the preparation of the Registration Statement on
Form S-4 (the "Registration Statement") filed by Peoples with the Securities
and Exchange Commission in order register the Peoples Common Shares to be
issued in the Merger under the Securities Act of 1933, as amended. In
connection therewith, I have examined, among other things, such records and
documents as I have deemed necessary in order to express the opinions
hereinafter set forth.
Based upon the foregoing, I am of the opinion that Peoples is a duly
organized and legally existing corporation under the laws of the State of
Ohio. Assuming compliance with applicable federal and state securities laws,
I am also of the opinion that, when the Peoples Common Shares to be issued by
Peoples pursuant to the terms of the Merger Agreement have been issued, upon
surrender of the shares of Gateway Stock to be surrendered in exchange
therefor, as contemplated by the Merger Agreement, as specified in the
Registration Statement when it shall become effective, the Peoples Common
Shares will be validly issued and outstanding, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus included therein.
Very truly yours,
/s/ Charles R. Hunsaker
- ---------------------------
Charles R. Hunsaker
General Counsel
<PAGE>
EXHIBIT 8
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
October 24, 1997
Board of Directors
Gateway Bancorp, Inc.
2717 Louisa Street
Catlettsburg, Kentucky 41129
Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
Ladies and Gentlemen:
We have acted as special counsel to Gateway Bancorp, Inc., a Kentucky
company ("Gateway"), in connection with the Registration Statement on Form S-4
(No. 333-37261) (the "Registration Statement") filed by Peoples Bancorp Inc., an
Ohio company ("Peoples"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the proposed acquisition of Gateway by Peoples. This
opinion is delivered in accordance with the requirements of Item 601(b) of
Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the Proxy Statement/Prospectus included therein (the
"Proxy Statement/Prospectus"), representation letters from Gateway and Peoples,
and such other documents as we have deemed necessary or appropriate.
We hereby confirm that the disclosure in the Proxy Statement/Prospectus
under the captions "SUMMARY--Certain Federal Income Tax Consequences" and "THE
MERGER--Certain Federal Income Tax Consequences" are fair and accurate summaries
of the matters addressed therein, based upon current law and the assumptions
stated or referred to therein. There can be no assurance that contrary
positions may not be taken by the Internal Revenue Service.
<PAGE>
Gateway Bancorp, Inc.
Peoples Bancorp Inc.
October 24, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"THE MERGER--Certain Federal Income Tax Consequences" in the Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Norman B. Antin
-------------------------------------
Norman B. Antin, a Partner
