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 20, 1999
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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 (I.R.S. Employer
of incorporation) 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)
Index to Exhibits on page 3
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 April 20, 1999, Peoples Bancorp Inc. (the "Company") announced
that it had sold through PEBO Capital Trust I (the "Trust"), a
newly formed subsidiary, $30.0 million of 8.62% Capital Securities.
The proceeds will be used by the Trust to purchase, from Peoples
Bancorp Inc. Junior Subordinated Debentures due May 1, 2029.
The Company plans to use the proceeds for general corporate
purposes, including additional investments in its subsidiary banks
and the repurchase of some of its outstanding common shares.
Currently, the Company plans to invest approximately $10.0 million
of the proceeds in its largest banking subsidiary, The Peoples
Banking and Trust Company. The release is included herewith as
Exhibit 99.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Non required
(b) Non required
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99 News Release issued April 20, 1999
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
SIGNATURES
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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: April 20, 1999 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
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99 News Release issued April 20, 1999 *
*Filed herewith
EXHIBIT 99
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NEWS RELEASE
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FOR IMMEDIATE RELEASE Contact: John W. Conlon
- --------------------- Chief Financial Officer
April 20, 1999
(740) 373-3155
PEOPLES BANCORP ANNOUNCES COMPLETION OF
$30 MILLION TRUST PREFERRED OFFERING
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MARIETTA, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) today announced that
it had sold, through PEBO Capital Trust I, a newly formed subsidiary, $30.0
million of 8.62% Capital Securities. The proceeds will be used by the Trust
to purchase, from Peoples Bancorp Inc., Junior Subordinated Debentures due
May 1, 2029. Peoples Bancorp used Sandler O'Neill & Partners, L.P. as
underwriter of the trust preferred offering.
Peoples Bancorp plans to use the proceeds for general corporate purposes,
including additional investments in its subsidiary banks and the repurchase
of some of its outstanding common shares. Currently, the Company plans to
invest approximately $10 million of the proceeds in its largest banking
subsidiary, The Peoples Banking and Trust Company.
Robert E. Evans, Peoples Bancorp's President and Chief Executive Officer,
commented, "We had a tremendous opportunity to leverage our solid financial
position. Current market conditions allowed us to obtain attractive
long-term financing to support our future growth plans."
Evans continued, "Sandler O'Neill and our management team should be
commended for their efforts to complete this offering in a timely manner."
Peoples Bancorp Inc. is a bank holding company headquartered in Marietta,
Ohio, with over $870 million in assets. Peoples Bancorp operates 35
financial service locations in the states of Ohio, West Virginia, and
Kentucky. Peoples Bancorp's banking subsidiaries include The Peoples
Banking and Trust Company with offices in Ohio and West Virginia; The First
National Bank of Southeastern Ohio with three Ohio offices; and Peoples Bank
FSB, with four Kentucky offices. Through its subsidiaries, Peoples Bancorp
offers complete banking services and makes available other financial
services, such as trust services, and investment and insurance products.
Learn more about Peoples Bancorp at www.peoplesbancorp.com.
This release contains forward-looking statements, within the meaning of the
Private Securities Litigation Reform Act, that involve risk and uncertainty.
It should be noted that a variety of factors could cause actual results to
differ materially from the anticipated results or other expectations
expressed in the Company's forward-looking statements. The risks and
uncertainties include, but are not limited to, the growth of the economy,
interest rate movements, timely development of technology enhancements for
its products and operating systems, the impact of competitive products,
services and pricing, customer-based requirements, Congressional legislation,
and similar matters. Readers of this release are cautioned not to place
undue reliance on forward-looking statements which are subject to influence
by the named risk factors and unanticipated future events. Actual results,
accordingly, may differ materially from management expectations. Peoples
Bancorp Inc. does not undertake and specifically disclaims any obligation to
publicly release the result of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
END OF RELEASE
