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
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Peoples Bancorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750
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(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
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(Name and address of agent
for service)
(614) 374-6109
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(Telephone number, including area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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See the Index to Exhibits attached.
SIGNATURES
The Registrant.
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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
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/s/ ROBERT E. EVANS President, Chief Executive
- - - - -------------------- Officer and Director
Robert E. Evans
*George W. Broughton Director
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George W. Broughton
*Wilford D. Dimit Director
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Wilford D. Dimit
*Barton S. Holl Director
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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
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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
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John W. Conlon
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description Page No.
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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.
Exhibit 10(b)
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AMENDMENT NO. 1
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TO
PEOPLES BANCORP INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
OF
PEOPLES BANCORP INC. AND SUBSIDIARIES
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Section 1. BACKGROUND
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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.
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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.
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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
Exhibit 23
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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
Exhibit 24
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POWER OF ATTORNEY
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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
