1
As filed with the Securities and Exchange Commission on September 27, 2001
Registration No. 333-68802
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
PEOPLES OHIO FINANCIAL CORPORATION
-----------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 6035 31-1795575
------------------------------------- ---------------------------------- --------------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
635 South Market Street
Troy, Ohio 45373
(937) 339-5000
-----------------------------------------------------
(Address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
MR. RONALD B. SCOTT JOHN C. VORYS, ESQ.
Peoples Ohio Financial Corporation KIMBERLY J. SCHAEFER, ESQ.
635 South Market Street Vorys, Sater, Seymour and Pease LLP
Troy, Ohio 45373 221 East Fourth Street
Suite 2100, Atrium Two
Cincinnati, Ohio 45202
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after this Registration Statement has become
effective and all other conditions to the consummation of the transactions have
been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of each
class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit(1) aggregate price registration fee
---------------------- ---------------- ------------------------ ----------------- ----------------
Common Stock, 7,439,650 shares $3.325 $24,736,836 $6,184.21 (2)
no par value of Common Stock
------------------
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(f) on the basis of the market value of a
common share of Peoples Ohio Financial Corporation on August 28, 2001,
as determined pursuant to Rule 457(c).
(2) Previously paid with original filing.
2
PART II
Item 21. Exhibits and Financial Statement Schedules.
------- ------------------------------------------
Exhibit No. Description
----------- -----------
2 Agreement of Merger dated August 27, 2001, by and among
Peoples Ohio Financial Corporation, Peoples Savings Bank of
Troy and Peoples Merger Corp.
3.1 Articles of Incorporation of Peoples Ohio Financial
Corporation
3.2 Code of Regulations of Peoples Ohio Financial Corporation
4 Articles Fourth and Sixth of the Articles of Incorporation
of Peoples Ohio Financial Corporation and Articles One, Two
and Four of the Code Regulations of Peoples Ohio Financial
Corporation, defining the rights of Peoples Ohio Financial
Corporation shareholders
5 Opinion of Vorys, Sater, Seymour and Pease LLP regarding the
legality of the shares of Peoples Ohio Financial Corporation
being registered
8 Opinion of Vorys, Sater, Seymour and Pease LLP regarding the
tax consequences of the merger
13 Annual Report to Shareholders for the year ended June 30,
2001
21 Subsidiaries of the Registrant
22 Notice of Annual Meeting of Shareholders of Peoples Savings
Bank of Troy
23.1 Consent of BKD LLP
23.2 Consent of KPMG LLP
23.3 Consent of Vorys, Sater, Seymour and Pease LLP
99.1 Form of Proxy for Peoples Savings Bank of Troy
99.2 Peoples Savings Bank of Troy 2001 Stock Option and Incentive
Plan
3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Troy, State of Ohio on
September 24, 2001.
Peoples Ohio Financial Corporation
By: /s/ Ronald B. Scott
--------------------------------
Ronald B. Scott,
President and a Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below by the following persons in
the capacities and on the dates indicated.
By: /s/ Ronald B. Scott By: /s/ Mark A. Douglas
------------------------------ ---------------------------------
Ronald B. Scott, Mark A. Douglas, Treasurer
President and a Director
Date: September 24, 2001 Date: September 24, 2001
By: /s/ Donald Cooper By: /s/ Richard W. Klockner
------------------------------ ---------------------------------
Donald Cooper, Director Richard W. Klockner, Director
Date: September 24, 2001 Date: September 24, 2001
By: /s/ Thomas E. Robinson By: /s/ William J. McGraw, III
------------------------------ ---------------------------------
Thomas E. Robinson, Director William J. McGraw, III, Director
Date: September 24, 2001 Date: September 24, 2001
By: /s/ James S. Wilcox
------------------------------
James S. Wilcox, Director
Date: September 24, 2001
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
*2 Agreement of Merger dated August 27, 2001, by and Included as Appendix A to the
among Peoples Ohio Financial Corporation, Peoples Prospectus/Proxy Statement
Savings Bank of Troy and Peoples Merger Corp.
*3.1 Articles of Incorporation of Peoples Ohio Financial
Corporation
*3.2 Code Regulations of Peoples Ohio Financial Corporation
*4 Articles Fourth and Sixth of the Articles of Incorporation Included in Exhibits 3.1 and 3.2
of Peoples Ohio Financial Corporation and Articles One, Two
and Four of the Code of Regulations of Peoples Ohio
Financial Corporation, defining the rights of Peoples Ohio
Financial Corporation shareholders
*5 Opinion of Vorys, Sater, Seymour and Pease LLP regarding
the legality of the shares of Peoples Ohio Financial
Corporation being registered
*8 Opinion of Vorys, Sater, Seymour and Pease LLP regarding
the tax consequences of the merger
13 Annual Report to Shareholders for the year ended June 30,
2001
*21 Subsidiaries of the Registrant
*22 Notice of Annual Meeting of Shareholders of Peoples Savings
Bank of Troy
*23.1 Consent of BKD LLP
*23.2 Consent of KPMG LLP
*23.3 Consent of Vorys, Sater, Seymour and Pease LLP Included in Exhibit 5
*99.1 Form of Proxy for Peoples Savings Bank of Troy
*99.2 Peoples Savings Bank of Troy 2001 Stock Option and Included as Appendix D to the
Incentive Plan Prospectus/Proxy Statement
* Previously filed.