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
April 26, 1996
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Date of Report (Date of earliest event reported)
PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
0-16772
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Commission File Number
Ohio 31-0987416
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
138 Putnam Street
P.O. Box 738,
Marietta, Ohio 45750
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(614) 373-3155
Not applicable
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
PART A - DESCRIPTION OF THE TRANSACTION:
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On December 14, 1995, The Peoples Banking and Trust Company
("Peoples Bank"), An Ohio banking corporation which is a
wholly-owned subsidiary of Peoples Bancorp Inc., an Ohio
corporation (the "Registrant"), entered into an Office Purchase
and Assumption Agreement with Bank One, Athens, N.A. ("Bank
One") providing for the purchase by Peoples Bank from Bank One
of certain liabilities used in or relating to the banking
business conducted by three (3) full-service offices (the
"Offices") of Bank One: (1) the Gallipolis Office located at
352 Second Avenue, Gallipolis, Gallia County, Ohio 45631; (2)
the Pomeroy Office located at 115 Court Street, Pomeroy, Meigs
County, Ohio 45769; and (3) the Rutland Office, Salem Street,
Rutland, Meigs County, Ohio 45770 (the "Acquisition"). In
addition to the Offices mentioned in the preceding sentence,
Peoples Bank also assumed nearby Motor Offices and automated
teller machines in both Gallipolis and Pomeroy.
The Office Purchase and Assumption Agreement (the "Agreement"),
provides for (1) the acquisition of the fixed assets of the
Offices (including the real estate on which the Offices are
situated and certain items of furniture, fixtures and
equipment); (2) the assumption of Bank One's indebtedness,
obligations, duties and liabilities (the "Deposit Liabilities"
related to certain deposit accounts; and (3) the assumption of
the safety deposit business conducted at the Offices. Bank One
retained all of the loans attributable to the Offices except for
a minimal amount of loans collateralized by deposit accounts
(the "Purchased Loans"). Peoples Bank assumed the Deposit
Liabilities related to all deposit accounts (including savings
accounts, checking, Money Market and NOW accounts, individual
retirement accounts, and certificates of deposit) attributable
to the Offices, except those related to deposit accounts which:
(a) had been pledged to secure a loan or other extension of
credit made by Bank One to one of its customers, other than a
Purchased Loan; or (b) Bank One elected to retain because the
depositor was an obligor on a loan or other extension of credit
made by Bank One to one of its customers, other than a Purchased
Loan.
Peoples Bank was required to obtain the approval of the Board
of Directors of the Federal Deposit Insurance Corporation
("FDIC") and the Ohio Superintendent of Banks in order to
consummate the Acquisition. The approval from the Ohio
Superintendent of Banks was obtained on March 8, 1996 and the
approval of the FDIC regional office in Chicago, Illinois,
acting on behalf of the FDIC's Board of Directors was obtained
on March 15, 1996.
The Acquisition was consummated at the close of business on
April 26, 1996. Bank One paid interest on all demand deposit
accounts and savings accounts up to and including April 26, 1996
prior to the assumption of the Deposit Liabilities by Peoples
Bank. Bank One accrued all interest earned on all time deposit
accounts up to and including April 26, 1996 and the accrued
interest became an accrued liability that was assumed by Peoples
Bank as a part of the accrued liabilities associated with the
assumption of the Deposit Liabilities represented by those time
deposit accounts. Peoples Bank is liable for all interest
payable with respect to the assumed deposit accounts after
April 26, 1996.
PART B - FINANCIAL INFORMATION
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The majority of the acquired deposits were time deposits:
certificates of deposit ("CD's") and individual retirement
accounts ("IRA's"). the following table provides certain
financial information with regards to the Acquisition and
details the amount of deposits acquired pursuant to the
terms of the Agreement:
Core deposits assumed (1) $ 73,874,000
Less: Cash received 67,324,000
Less: Value of acquired property and equipment 826,000
Add: Miscellaneous items (2) 370,000
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Net purchase price (3) $ 5,354,000
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(1) Detail of core deposits assumed:
Non-interest bearing demand deposits $ 5,553,000
Interest-bearing demand deposits 6,015,000
Savings accounts 10,113,000
NOW and SuperNOW accounts 11,423,000
CD's and IRA's 40,770,000
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Total acquired deposits $ 73,874,000
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(2) Miscellaneous items include accrued interest payable,
deferred expenses, and other related liabilities involved with
the final settlement of the Acquisition.
(3) Net purchase price equals excess costs over net assets
acquired less value of acquired property and equipment.
The value of the property and equipment was mutually agreed
upon by Peoples Bank and Bank One after consummation of the
transactions contemplated by the Agreement and deducted from the
excess costs over net assets acquired. In addition to the
acquired deposits and property and equipment related to the
Offices, Peoples Bank also assumed several loans in the form of
lines of credit which were immaterial in dollar amount.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
2 (a) Office Purchase Agreement, dated December 14, 1996,
by and between Bank One, Athens, N.A. and
The Peoples Banking and Trust Company.
Item 8. Change in Fiscal Year
Not applicable.
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.
DATE: May 13, 1996 PEOPLES BANCORP INC.
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Registrant
By: /s/ ROBERT E. EVANS
Robert E. Evans
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Page
Number Description Number
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2 (a) Office Purchase Agreement, dated Incorporated herein by
December 14, 1996, by and between reference to Exhibit 2
Bank One, Athens, N.A. and of Registrant's Annual
The Peoples Banking and Trust Company. Report on Form 10-K for
the fiscal year ended
December 31, 1995
(File No. 0-16772).
