UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
Peoples Bancorp, Inc.
(Name of Issuer)
Common Stock (No Par Value)
(Title of Class of Securities)
7099 9 09 105
(CUSIP Number)
David W. Swartz, Esquire, Stevens & Lee, 111 North Sixth Street,
Reading, Pennsylvania 19603 (610-478-2000)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 5, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP NO. [ ]
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sovereign Bancorp, Inc.
IRS Identification No.: 23-2453088
2. Check the appropriate box is a member of a group* (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds*
WC
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization
Commonwealth of Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
2,830,000
8. Shared Voting Power
0
9. Sole Dispositive Power
2,830,000
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
2,830,000
12. Check box if the aggregate amount in row (11) excludes
certain shares* [ ]
13. Percent of class represented by amount in row (11)
8.66%
14. Type of reporting person*
HC CO
<PAGE 1>
SCHEDULE 13D
ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common stock,
par value $.10 per share, of Peoples Bancorp, Inc. ("Peoples"), a
business corporation incorporated under the laws of the State of
Delaware. The principal executive offices of Peoples are located
at 134 Franklin Corner Road, Lawrenceville, New Jersey 08648.
ITEM 2. Identify and Background.
(a), (b) and (c). This Schedule 13D is filed by
Sovereign Bancorp, Inc. ("Sovereign"), a business corporation
incorporated under the laws of the Commonwealth of Pennsylvania.
Sovereign is a holding company which owns all of the outstanding
capital stock of Sovereign Bank, a Federal Savings Bank
("Sovereign Bank"). Sovereign's and Sovereign Bank's principal
business and offices are located at 1130 Berkshire Boulevard,
Wyomissing, Pennsylvania 19610.
The name, business address and present occupation or
employment (including the name, principal business and address of
any corporation or other organization in which such employment is
conducted) of each executive officer, director and controlling
person of Sovereign are as follows:
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation or Employment
<S> <C> <C>
Richard E. Mohn 1130 Berkshire Boulevard Chairman
Wyomissing, PA 19610 Sovereign
Rhoda S. Oberholtzer 807 Lititz Pike Owner
P.O. Box 325 Stouffers of Kissel Hill
Lititz, PA 17543 (Grocery store chain)
807 Lititz Pike
P.O. Box 325
Lititz, PA 17543
Patrick J. Petrone 430 Route 10 President
Randolph, NJ 07864 Charter Federal Savings
Bank division of
Sovereign Bank
430 Route 10
Randolph, NJ 07864
Daniel K. Rothermel c/o Cumru Associates President and Chief
P.O. Box 6573 Executive Officer
Wyomissing, PA 19610 Cumru Associates, Inc.
P.O. Box 6573
Wyomissing, PA 19610
<PAGE 2>
G. Arthur Weaver c/o George A. Weaver Real estate and insurance
Company executive
116 East Main Street George A. Weaver Company
New Holland, PA 17557 116 East Main Street
New Holland, PA 17557
Cameron C. Troilo, Sr. P.O. Box 291 Owner
Yardley, PA 19067 Cameron C. Troilo, Inc.
(construction/real estate)
Jay S. Sidhu 1130 Berkshire Boulevard President and Chief
Wyomissing, PA 19610 Executive Officer
Sovereign
Lawrence M. Thompson, Jr. 1130 Berkshire Boulevard Corporate Secretary
Wyomissing, PA 19610 Sovereign
Dennis S. Marlo 1130 Berkshire Boulevard Chief Financial Officer
Wyomissing, PA 19610 and Treasurer
Sovereign
Mark R. McCollom 1130 Berkshire Boulevard Senior Vice President
Wyomissing, PA 19610 Chief Accounting Officer
</TABLE>
(d) and (e). Neither Sovereign nor any person
identified in Item 2(a), (b) and (c) hereof has ever been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to any civil
proceeding of any judicial or administrative body which resulted
in a judgment, decree or final order against such person
enjoining him against future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f). Each Natural person identified in Item 2(a), (b)
and (c) is a citizen of the United States of America.
Item 3. Source and Amount of Fund or Other Consideration.
The total amount of funds used in making the purchases
of shares of Peoples common stock covered by this Report was
$26,389,752. The source of funds used by Sovereign in purchasing
the shares of Peoples common stock covered by this Report was
working capital, including funds received by Sovereign as a
result of dividends from its wholly-owned subsidiary, Sovereign
Bank.
Item 4. Purpose of Transaction.
On September 7, 1998, Sovereign and Peoples entered
into an agreement and plan of merger (the "Merger Agreement")
pursuant to which Peoples will merge with and into Sovereign (the
"Merger"). Sovereign will issue 0.80 shares of its common stock
in exchange for each share of Peoples common stock outstanding on
<PAGE 3> the effective date of the Merger. A copy of the Merger
Agreement is attached hereto as Exhibit 4.1 and is incorporated
by reference herein. Upon completion of the Merger, the separate
corporate existence of Peoples will cease and the registration of
Peoples common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended, will be terminated. Under the
terms of the Merger Agreement, all shares of Peoples common stock
held by Sovereign on the effective date of the Merger will be
cancelled and no shares of Sovereign common stock will be issued
in exchange therefor. The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its
entirety by the full text of the Merger Agreement which is
incorporated herein by reference to Exhibit 4.1.
As a result of a previously announced purchase program
relating to shares of Peoples common stock by Sovereign and after
giving effect to repurchases of by Peoples of its own shares,
Sovereign's total ownership of Peoples outstanding shares of
common stock exceeded 5% in January 1999. Sovereign did not
focus on the regulatory implications of this fact until March
1999. When it determined that its acquisitions in excess of 5%
of Peoples outstanding shares caused a violation of the "change
in control" regulations of the Office of Thrift Supervision
("OTS") because Sovereign's pending regulatory application with
the OTS seeking approval for the Merger did not cover these
shares, Sovereign, in consultation with the OTS, disposed of
shares necessary to reduce its ownership of Peoples common stock
below 5% of Peoples' the total shares outstanding. Because its
disposition of the Peoples shares in excess of 5% of total
outstanding shares occurred after the record date for the special
meeting of Peoples stockholders to approve the Merger, Sovereign
will not vote at the special meeting any shares of Peoples common
stock in excess of that amount.
Item 5. Interest in Securities of the Issuer.
(a) Sovereign was the beneficial owner, in the
aggregate, of 2,830,000 shares of common stock. Based on
32,654,198 shares of Peoples common stock outstanding on
March 31, 1999, such shares represented approximately 8.66% of
the outstanding shares of Peoples common stock on such date.
No other person identified in Item 2(a), (b) and (c)
hereof is the beneficial owner of any shares of common stock of
Peoples, except as follows: Director Cameron C. Troilo
beneficially owns a total of 174,269 shares of Peoples common
stock, which constituted less than 1% of the outstanding shares
on March 31, 1999.
On May 18, 1999, Sovereign sold 1,269,000 shares of
Peoples common stock. Following such sale, Sovereign
beneficially owned 1,561,000 shares of Peoples common stock.
Such shares represented approximately 4.78% of the outstanding
shares of Peoples common stock on March 31, 1999. <PAGE 4>
(b) Sovereign will have sole power to vote or to
direct the vote and sole power to dispose or to direct the
disposition of any shares of Peoples common stock which Sovereign
has acquired, except that Sovereign will not vote any shares of
Peoples common stock at the special meeting of shareholders of
Peoples in excess of 5% of the total amount of Peoples common
stock outstanding on the record date for such meeting.
(c) The following table sets forth transactions by
Sovereign in Peoples common stock since March 5, 1999.
Acquisitions
Total
Number of Price Price
Shares Per Per
Date Acquired Share Purchase
3/5/99 50,000 $10.12500 $506,250.00
3/5/99 75,000 10.25000 768,750.00
3/5/99 10,000 10.12500 101,250.00
3/5/99 20,000 10.18750 203,750.00
3/8/99 10,000 10.25000 102,500.00
3/9/99 40,000 10.15625 406,250.00
3/10/99 20,000 10.25000 205,000.00
3/11/99 50,000 10.31250 515,625.00
3/11/99 50,000 10.31250 515,625.00
3/15/99 10,000 10.50000 105,000.00
3/16/99 50,000 10.43750 521,875.00
3/19/99 15,000 10.37500 155,625.00
3/19/99 75,000 10.43750 782,812.50
3/22/99 75,000 10.37500 778,125.00
3/23/99 35,000 10.06250 352,187.50
3/23/99 20,000 10.06250 201,250.00
3/24/99 50,000 10.12500 506,250.00
3/25/99 10,000 10.18750 101,875.00
3/25/99 25,000 10.25000 256,250.00
3/25/99 50,000 10.31250 515,625.00
3/25/99 20,000 10.30000 206,000.00
4/9/99 50,000 10.25000 512,500.00
4/9/99 50,000 10.81250 540,625.00
4/9/99 25,000 11.00000 275,000.00
4/9/99 25,000 11.06250 276,562.00
4/12/99 50,000 10.93750 546,875.00
4/12/99 25,000 10.93750 273,437.50
4/12/99 25,000 10.93750 273,437.50
<PAGE 5>
Dispositions
Number of Price
Shares Per Total
Date Sold Share Proceeds
5/18/99 1,269,000 9.7668 12,394,069.20
(d) No person other than Sovereign has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of common stock of
Peoples that may be deemed beneficially owned by Sovereign.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Concurrently with the execution of the Merger Agreement,
Peoples granted Sovereign an option to acquire, under certain
circumstances relating to an attempt by a party other than
Sovereign to acquire control of Peoples, up to 19.9% of the
outstanding shares of Peoples common stock pursuant to the terms
of a Stock Option Agreement dated September 7, 1998 (the "Stock
Option Agreement"). None of the events or circumstances that
would permit Sovereign to exercise the Stock Option Agreement
have occurred as of the date of this Report. A copy of the Stock
Option Agreement is included as Annex B to the Merger Agreement
incorporated by reference herein as Exhibit 4.1. The directors
and executive officers of Peoples have each executed a letter
agreement dated September 7, 1998 (the "Affiliate Letters") with
Sovereign in which they have agreed to vote in favor of the
Merger Agreement and to use reasonable best efforts to cause the
Merger to be completed. A copy of the Form of Affiliates Letter
signed by the directors and executive officers of Peoples is
included as Exhibit 1 to the Merger Agreement incorporated by
reference herein as Exhibit 4.1. Except for the Merger
Agreement, the Stock Option Agreement, and the Affiliate Letters
neither Sovereign nor any person identified in Item 2(a), (b) and
(c) hereof is a party to any contract, arrangement, understanding
or relationship (legal or otherwise) with any person with respect
to any securities of Peoples including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
or profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
4.1 Agreement and Plan of Merger, dated as of
September 7, 1998, between Sovereign Bancorp, Inc. and
Peoples Bancorp, Inc. (Incorporated by reference to Annex A
of the proxy statement/prospectus included as part of
<PAGE 6> Sovereign's Registration Statement on Form S-4
No. 333-79693.)
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.
June 1, 1999 SOVEREIGN BANCORP, INC.
By/s/ Dennis R. Marlo
Dennis R. Marlo
Chief Financial Officer
<PAGE 7>
