UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549 Amendment No. 1 FORM 10-K/A [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1998 OR [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [NO FEE REQUIRED] For the transition period from _______________ to ______________________ Commission File Number 0-22641 ------------ PEOPLES BANCORP, INC. --------------------- (Exact name of registrant as specified in its charter) Delaware 22-6764023 ------------------------------ ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 134 Franklin Corner Road, Lawrenceville, New Jersey 08648-0950 - ------------------------------------------------------ ---------- (Address of Principal Executive Offices) Zip Code (609) 844-3100 ------------------------------- (Registrant's telephone number) Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.10 per share -------------------------------------- (Title of Class) 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 twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES X NO --- --- 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. [_]. As of February 26, there were issued and outstanding 32,684,198 shares of the Registrant's Common Stock. The aggregate market value of the voting stock held by nonaffiliates of the Registrant, computed by reference to the closing sales price of the Registrant's stock, as reported on the Nasdaq National Market on February 26, 1999, was approximately $318.7 million. DOCUMENTS INCORPORATED BY REFERENCE None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PEOPLES BANCORP, INC. Date: March 26, 1999 By: /s/ Wendell T. Breithaupt ------------------------------ Wendell T. Breithaupt President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Dan A. Chila By: /s/ John B. Sill, Jr. -------------------------------- --------------------------------- Dan A. Chila, Senior Vice John B. Sill, Jr., Chairman President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 26, 1999 Date: March 26, 1999 By: /s/ Miles W. Truesdell, Jr. By: /s/ Peter S. Longstreth -------------------------------- --------------------------------- Miles W. Truesdell, Jr., Director Peter S. Longstreth, Director Date: March 26, 1999 Date: March 26, 1999 By: /s/ George A. Pruitt By: /s/ George W. Reinhard -------------------------------- --------------------------------- George A. Pruitt, Director George W. Reinhard, Director Date: March 26, 1999 Date: March 26, 1999 By: /s/ Charles E. Stokes By: /s/ Raymond E. Trainer -------------------------------- --------------------------------- Charles E. Stokes, Director Raymond E. Trainer, Director Date: March 26, 1999 Date: March 26, 1999 - ----- ----- 99