SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 1998
Peoples Bancorp, Inc.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22641 To Be Applied For
- ------------------------------- --------------------------- -----------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
Registrant's telephone number, including area code: (809) 644-3100
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1(b). Changes in Context of Registrant
--------------------------------
On September 7, 1998, Peoples Bancorp, Inc. (the "Company") and Sovereign
Bancorp, Inc. ("Sovereign") entered into an Agreement and Plan of Merger (the
"Agreement") providing for, among other things, the merger (the "Merger") of the
Company with and into Sovereign, with Sovereign as the surviving entity. As
part of the Merger, Trenton Savings Bank FSB, a federally chartered savings bank
and the Company's wholly-owned subsidiary (the "Bank") has entered into a Bank
Plan of Merger with Sovereign Bank, a federally chartered savings bank and
Sovereign's wholly-owned subsidiary, which provides for, among other things, the
merger of the Bank with and into Sovereign Bank with Sovereign Bank as the
surviving entity.
Pursuant to the Merger Agreement, each share of common stock, par value
$.01 per share of the Company ("Company Common Stock"), immediately outstanding
prior to the effective time (the "Effective Time") of the Merger shall
automatically be converted into and become the right to receive .80 shares of
common stock, no par value per share, of Sovereign ("Sovereign Common Stock").
Holders of Company Common Stock who would be entitled to receive fractional
shares of Sovereign Common Stock will instead receive cash in an amount equal to
such fraction of a share multiplied by the Sovereign Market Price (as defined in
the Agreement) as of the Effective Date.
In addition, in connection with the Agreement, the Company and Sovereign
entered into a Stock Option Agreement pursuant to which the Company granted to
Sovereign the option to purchase, under certain conditions, up to 7,225,000
shares of Company Common Stock at an exercise price of $8.50 per share, subject
to adjustment as provided in the Stock Option Agreement. The option is
exercisable only upon the occurrence of certain events that would jeopardize the
completion of the Merger.
The Merger Agreement and Stock Option Agreement are attached hereto as
exhibits, and are incorporated herein by reference. The foregoing summaries of
the Merger Agreement and the Stock Option Agreement do not purport to be
complete and are qualified in their entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
-------------------------------------------------------------------
The following Exhibits are filed as part of this report:
Exhibit 2.1 Agreement and Plan of Merger Between Sovereign Bancorp, Inc.
and Peoples Bancorp, Inc. dated as of September 7, 1998.
Exhibit 2.2 Stock Option Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
PEOPLES BANCORP, INC.
DATE: September 21, 1998 By: \s\ Wendell T. Breithaupt
--------------------------
Wendell T. Breithaupt
President and Chief Executive Officer
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2.1 Agreement and Plan of Merger Between Sovereign Bancorp, Inc.
and Peoples Bancorp, Inc. dated as of September 7, 1998.
Exhibit 2.2 Stock Option Agreement