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.
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(Exact name of Registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation or organization)
31-0987416
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(I.R.S. Employer Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750
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(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
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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
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(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
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Exhibit No. Description Location
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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
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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
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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.
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* Filed herewith.
EXHIBIT 23
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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
