Peoples Bancorp Inc/Md - Amended Statement of Ownership (SC 13G/A)
February 21 2008 - 9:41AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2
1
)*
(Name
of
Issuer)
(Title
of
Class of Securities)
(CUSIP
Number)
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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Rule
13d-1(d)
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*
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 the
disclosures provided in a prior cover page.
The
information required in 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).
1
Explanatory Note
:
This
Amendment No. 2 is being filed to correct the Amendment No. 1 to Schedule 13G
filed on January 28, 2008 to reflect that 12,516 shares held in the estate
of
Martha Rasin’s mother were beneficially owned by her at December 31, 2007 by
virtue of her position as co-personal representative of that estate and her
resulting shared power to vote and dispose of such shares.
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CUSIP No.
70978T
10 7
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Page
2 of 7
Pages
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1
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Residuary
Trust Under the Will of A. Parks Rasin, Jr., deceased
52-6185192
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
x
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(b)
o
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization: Maryland, USA
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5
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Sole
Voting Power: 0
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6
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Shared
Voting Power: 0
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7
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Sole
Dispositive Power: 0
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8
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Shared
Dispositive Power: 0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
:
0
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
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11
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Percent
of Class Represented by Amount in Row (9): 0.0%
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12
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Type
of Reporting Person: OO Trust
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CUSIP No.
70978T
10 7
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Page 3
of 7
Pages
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1
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only).
Martha
F. Rasin
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
x
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(b)
o
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization: United States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5
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Sole
Voting Power: 23,460
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6
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Shared
Voting Power: 12,516
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7
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Sole
Dispositive Power: 23,460
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8
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Shared
Dispositive Power: 12,516
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
:
35,976
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
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11
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Percent
of Class Represented by Amount in Row (9): 4.6%
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12
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Type
of Reporting Person: IN
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Item 1(a).
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Name of Issuer:
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Peoples Bancorp,
Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive
Offices:
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100 Spring Avenue
Chestertown,
Maryland 21620
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Item 2 (a).
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Name of Person Filing:
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Residuary Trust Under the Will of A.
Parks Rasin, Jr.,
deceased (the “Trust”), and
Martha
F. Rasin, co-trustee of the
Trust.
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Item 2(b).
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Address of Principal
Business
Office or if none, Residence:
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Residuary Trust U/W of
A.
Parks Rasin, Jr., deceased
P.O.
Box 228
Chestertown,
Maryland 21620
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Martha F. Rasin
P.O. Box 228
Chestertown, Maryland
21620
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Item 2(c).
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Citizenship or Place
of
Organization
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The Trust is a Maryland trust.
Ms. Rasin is a citizen of the
United States of America,
State of Maryland.
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Item 2(d).
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Title of Class of
Securities:
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Common Stock, par value $10.00
per
share
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Item 2(e).
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CUSIP Number:
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70978T 10
7
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Item 3.
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Not Applicable
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70978T 10
7
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Item 4.
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Ownership:
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Provide the following information
regarding
the aggregate number and percentage of the class of securities
of the
issuer identified in Item 1.
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(a)
Amount Beneficially Owned:
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The
Trust beneficially owns 0 shares of Common Stock.
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Ms.
Rasin beneficially owns 35,976 shares of Common Stock.
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(b)
Percent of Class:
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Trust:
0.0%
Ms.
Rasin: 4.6%
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(c)
Number
of shares as to which such person has:
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Trust:
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(i)
Sole
power to vote or to direct the vote: 0
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(ii)
Shared
power to vote or to direct the vote: 0
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(iii)
Sole
power to dispose or to direct the disposition of:
0
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(iv)
Shared
power to dispose or to direct the disposition of:
0
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Ms.
Rasin:
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(i)
Sole
power to vote or to direct the vote: 23,460
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(ii)
Shared
power to vote or to direct the vote: 12,516
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(iii)
Sole
power to dispose or to direct the disposition of:
23,460
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(iv)
Shared
power to dispose or to direct the disposition of:
12,516
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Item 5.
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Ownership of Five Percent or Less
of a
Class
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If this statement is being filed
to report
the fact that as of September 4, 2007 the reporting person has
ceased to
be the beneficial owner of more than 5 percent of the class of
securities,
check the following
x
.
See Item 9
hereof.
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Item 6.
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Ownership of More than Five Percent
on Behalf
of Another Person
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Not
Applicable
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Item 7.
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Identification and Classification
of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent
Holding Company.
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Not
Applicable
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Item 8.
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Identification and Classification
of Members
of Group.
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This Schedule 13G is filed on behalf
of the
Residuary Trust Under the Will of A. Parks Rasin, Jr., deceased,
and
Martha F. Rasin, a co-trustee of the
Trust.
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Item 9.
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Notice of Dissolution of Group.
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In previous filings, the Trust and
Ms. Rasin
reported as a group shares
owned
by the Trust, of which Ms. Rasin is a co-trustee with Alexander
P. Rasin,
III. Beneficial ownership of these shares was also reported by
Mr. Rasin.
On September 4, 2007, the Trust distributed all shares to Mr. Rasin
(23,460) and Ms. Rasin (23,460). Accordingly, the Trust owns no
shares,
and Mr. and Ms. Rasin no longer have shared voting or dispositive
power
over the same shares. All further filings with respect to transactions
in
the securities reported will be filed, if required, by members
of the
group, in their individual
capacities.
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Item 10.
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Certification.
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By signing below I certify that,
to the best
of my knowledge and belief, the securities referred to above were
not
acquired are not held for the purpose of or with the effect of
changing or
influencing the control of the issuer of the securities and were
not
acquired and are not held in connection with or as a participant
in any
transaction having that purpose or
effect.
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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
accurate.
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RESIDUARY
TRUST UNDER THE WILL OF
A. PARKS RASIN, JR., DECEASED
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Dated:
February
12, 2008
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By:
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/s/ Alexander P. Rasin, III
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Alexander
P. Rasin, III,
Trustee
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Dated:
February
17, 2008
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By:
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/s/ Martha F. Rasin
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Martha
F. Rasin, Trustee
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Dated:
February
17, 2008
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/s/ Martha F. Rasin
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Martha
F. Rasin,
individually
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