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
December 12, 1997
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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
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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
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
On June 17, 1997, an Agreement and Plan of Merger was entered
into by Peoples Bancorp Inc., an Ohio corporation headquartered
in Marietta, Ohio ("Peoples Bancorp"), and Gateway Bancorp,
Inc., a Kentucky corporation headquartered in Catlettsburg,
Kentucky ("Gateway") providing for the merger (the "Merger") of
Gateway with and into Peoples Acquisition Corp. ("PAC"), an Ohio
corporation formed as a wholly-owned subsidiary of Peoples
Bancorp for the purpose of effecting the transaction. On
September 2, 1997, Amendment No. 1 (collectively with the
Agreement and the Plan of Merger, the "Agreement") was signed,
clarifying certain issues regarding the consideration to be
received by the Gateway stockholders in the Merger. A
Registration Statement on Form S-4 (Registration No. 333-37261)
(the "Registration Statement") was filed with the Securities and
Exchange Commission by Peoples Bancorp in order to register the
common shares, without par value, of Peoples Bancorp (the
"Peoples Common Shares") to be issued in the Merger. The
Registration Statement became effective on October 29, 1997.
The Registration Statement contains information regarding the
Merger which constitutes "previously reported" information as
that term is defined in Rule 12b-2 under the Securities Exchange
Act of 1934.
On December 4, 1997, at a Special Meeting of the Stockholders
of Gateway, the Gateway stockholders, by a margin of 99.1% of
the shares of Gateway Common Stock, $0.01 par value (the
"Gateway Stock"), represented at the meeting, approved the
Agreement.
With all required approvals of regulatory authorities having
been received, the Merger became effective on December 12, 1997
(the "Effective Time"). In connection with the Merger, PAC, the
surviving corporation, changed its name to "Gateway Bancorp,
Inc."
Pursuant to the terms and conditions in the Agreement, 68% of
the shares of Gateway Stock will be converted into the right to
receive Peoples Common Shares and 32% of the shares of Gateway
Stock will be converted into the right to receive cash.
Approximately $6.3 million in cash and $15.3 million in Peoples
Common Shares (or approximately 354,000 Peoples Common Shares)
will be exchanged for shares of Gateway Stock in the Merger.
The "Peoples Market Value" (as that term is defined in the
Agreement) was determined to be $43.37. Accordingly, each share
of Gateway Stock outstanding immediately prior to the Merger
(other than shares as to which dissenters' rights have been
asserted and duly perfected in accordance with applicable law
and shares held by Peoples Bancorp, Gateway or any of their
respective subsidiaries, other than shares held in a fiduciary
capacity or in satisfaction of a debt previously contracted) was
converted into and represents the right to receive: (i) $18.75
in cash; (ii) a number of Peoples Common Shares based on an
exchange ratio of 0.4978 Peoples Common Shares for each share of
Gateway Stock; or (iii) a combination of cash and Peoples Common
Shares. On December 17, 1997, each Gateway stockholder was
mailed a Letter of Transmittal and Election Form (the "Letter")
containing explicit instructions regarding the manner in which
to elect the consideration to be received in exchange for such
stockholder's shares of Gateway Stock as outlined in the
Agreement. The actual consideration ultimately received by a
Gateway stockholder for shares of Gateway Stock will depend upon
such stockholder's election, the election of other stockholders,
and the allocation and proration procedures described in the
materials accompanying the Letter. The deadline for complying
with the terms and conditions of the Letter is 5:00 P.M. on
January 2, 1997.
Upon completion of the Merger, Rebecca R. Jackson and John H.
Fugeman were elected as directors of PAC (now known as "Gateway
Bancorp, Inc."), joining Robert E. Evans, RobRoy Walters and
Carol A. Schneeberger who were directors of PAC. In addition,
David B. Baker, Robert E. Evans, Norman R. Menshouse, Carol A.
Schneeberger, RobRoy Walters and Joseph H. Wesel of Peoples
Bancorp were elected to the Board of Directors of Catlettsburg
Federal Savings Bank, the wholly-owned savings bank subsidiary
of Gateway ("Catlettsburg Federal"). The existing directors of
Catlettsburg Federal may continue to serve as directors of
Catlettsburg Federal. Peoples Bancorp currently intends to
maintain Gateway Bancorp, Inc. as a separate holding company
subsidiary of Peoples Bancorp for a period of not less than two
years from the Effective Time.
A copy of the December 12, 1997, press release describing the
consummation of the Merger, which is being accounted for as a
purchase, is filed as Exhibit 99 to this Current Report on Form
8-K and is incorporated herein by this reference.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
None required.
(b) Pro forma financial information:
None required.
(c) Exhibits:
2 (a) Agreement and Plan of Merger, dated June 17, 1997, as
amended as of September 2, 1997, between Peoples
Bancorp Inc. and Gateway Bancorp, Inc. (Incorporated
herein by reference to Exhibit 2(a) to Peoples
Bancorp's Registration Statement on Form S-4
(No. 333-37261) effective October 29, 1997.)
99 Press release issued December 12, 1997.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
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: December 23, 1997 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 Number Description Page Number
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2 (a) Agreement and Plan of Merger, dated Incorporated herein
June 17, 1997, as amended as of by reference to
September 2, 1997, between Peoples Exhibit 2(a) of
Bancorp Inc. and Gateway Bancorp, Inc. Registrant's
Registration
Statement on
Form S-4 (File No.
333-37261)
effective October
29, 1997.
99 Press release issued December 12, 1997. Page 7.
EXHIBIT 99
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Robert E. Evans
- --------------------- President and Chief Executive Officer
December 12, 1997 (614) 373-3155
PEOPLES BANCORP COMPLETES ACQUISITION
OF GATEWAY BANCORP
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MARIETTA, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) announced
today the completion of its acquisition of Gateway Bancorp, Inc.
("Gateway") (Nasdaq SmallCap: GWBC). Under the transaction,
Gateway and its wholly-owned savings bank subsidiary,
Catlettsburg Federal Savings Bank, was acquired by Peoples
Bancorp for approximately $21.6 million ($6.3 million in cash
and $15.3 million in Peoples Bancorp stock - or approximately
354,000 shares). The transaction will be accounted for as a
purchase.
At September 30, 1997, Gateway had total assets of $62.6
million, total deposits of $44.9 million, and total
stockholders' equity of $17.4 million. Gateway will operate as a
wholly-owned subsidiary of Peoples Bancorp with continuity of
management, officers, and directors. Catlettsburg Federal
Savings Bank operates two offices in the counties of Boyd and
Carter in northeastern Kentucky.
Robert E. Evans, President and CEO of Peoples Bancorp,
commented, "We are pleased to welcome the customers,
shareholders, and employees of Gateway to our Company. We look
forward to continuing Catlettsburg Federal's customer
relationships and strengthening its participation in the economy
of northeast Kentucky."
On January 1, 1997, Peoples Bancorp acquired Russell Federal
Savings Bank in Greenup County of northeastern Kentucky.
Peoples Bancorp is an Ohio bank holding company with
headquarters in Marietta. Its banking subsidiaries include The
Peoples Banking and Trust Company with offices in central and
southern Ohio; The First National Bank of Southeastern Ohio with
three southeastern Ohio offices, and Russell Federal Savings
Bank in Russell, Kentucky. Through its subsidiaries, Peoples
Bancorp offers complete banking services and makes available
other financial services, such as trust services, and investment
and insurance products. www.peoplesbancorp.com
END OF RELEASE
