Filed by: Peoples Bancorp Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Peoples Bancorp Inc.
(Commission File No 0-16772)
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Robert E. Evans
--------------------- President and Chief Executive Officer
October 2, 2000 (740) 373-3155
PEOPLES BANCORP INC. AND LOWER SALEM COMMERCIAL BANK
NEGOTIATE ACQUISITION AND MERGER
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Marietta, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) and Lower Salem
Commercial Bank, Lower Salem, Ohio, today announced the unanimous agreement of
the Board of Directors of Lower Salem to merge with Peoples Bank, National
Association, a wholly-owned national banking subsidiary of Peoples Bancorp. The
Definitive Agreement, to include a Plan of Merger, is scheduled to be signed in
October 2000. After the merger, Lower Salem will operate as a full-service
banking office of Peoples Bank.
Peoples Bancorp proposes to use a combination of cash and Peoples
Bancorp common shares as consideration for all of the issued and outstanding
shares of Lower Salem common stock, with the expected aggregate value of the
transaction approximated between $2.3 and $2.4 million. In exchange for the
Lower Salem shares, the Definitive Agreement is expected to provide Lower Salem
shareholders with an option to receive cash, Peoples Bancorp common stock, or a
combination of both, subject to certain terms dependent upon overall election
results.
The acquisition is also contingent upon regulatory approval, as well as
approval of the shareholders of Lower Salem. Target date for completion of the
transaction is projected to be during the first quarter of 2001.
Robert E. Evans, President and Chief Executive Officer of Peoples,
said, "This community has been served since 1911 by the Lower Salem Bank.
Peoples is pleased to be presented with the opportunity of more convenience for
its customers in Washington County and neighboring markets, and we look forward
to offering new financial services in the Lower Salem community."
Kenneth N. Koher, President and CEO of Lower Salem, said of the
transaction, "Lower Salem is excited to consider becoming a part of a financial
institution of such high quality with diverse financial product offerings as
Peoples." At June 30, 2000, Lower Salem had total assets of $26.2 million and
total loans of $18.9 million.
Peoples Bancorp Inc. is a diversified financial services company with
$1.1 billion in assets. The Company's lead subsidiary is Peoples Bank, which
offers complete banking products and services through 38 financial service
locations and 25 ATM's in the states of Ohio, West Virginia, and Kentucky.
Peoples Bank also makes available other financial services via Peoples
Investments, which provides client-tailored solutions for fiduciary needs,
investment alternatives, and other asset management needs (securities are
offered exclusively through Raymond James Financial Services, member NASD/SIPC,
an independent broker/dealer located at Peoples Bank). Peoples Insurance Agency
provides a full set of life, property and casualty insurance products and
services. Peoples Bancorp's common stock is traded through the Nasdaq National
Market System under the symbol PEBO. Learn more about Peoples Bancorp or enroll
in Peoples OnLine Connection internet banking service at www.peoplesbancorp.com.
END OF RELEASE
