PEOPLES BANCORP INC
8-K, 2000-04-07
STATE COMMERCIAL BANKS
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                       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 4, 2000
- ------------------------------------------------
Date of Report (Date of earliest event reported)


                              PEOPLES BANCORP INC.
            -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                     0-16772
                             ----------------------
                             Commission File Number


                     Ohio                                31-0987416
- ----------------------------------------------      ----------------------
(State or other jurisdiction of incorporation)      (I.R.S. Employer
                                                    Identification Number)

          138 Putnam Street
             P.O. Box 738,
             Marietta, Ohio                                     45750
- ---------------------------------------------              --------------
  (Address of principal executive offices)                   (Zip Code)



               Registrant's telephone number, including area code:
                                 (740) 373-3155


                                 Not applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)





<PAGE>


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 4, 2000 Peoples Bancorp announced successful completion of the
consolidation of its banking and thrift subsidiaries. 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

              99                    News Release issued April 4, 2000

Item 8.  Change in Fiscal Year
         Not applicable.

Item 9.  Sales of Equity Securities Pursuant to Regulation S
         Not applicable.


<PAGE>


                                   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: April 6, 2000                PEOPLES BANCORP INC.
                                   --------------------
                                   Registrant



                          By:  /s/ ROBERT E. EVANS
                                   Robert E. Evans
                                   President and Chief Executive Officer




                                INDEX TO EXHIBITS


Exhibit Number        Description                              Page
- ------------------    ---------------------------------     ---------
   99                 News Release issued April 4, 2000       4 - 5







                                   EXHIBIT 99

NEWS RELEASE


FOR IMMEDIATE RELEASE          Contact:  Robert E. Evans
April 4, 2000                            President and Chief Executive Officer
                                         (740) 373-3155


             PEOPLES BANCORP ENHANCES CUSTOMER SERVICE CAPABILITIES
     -----------------------------------------------------------------------

     PEBO completes consolidation of banking entities and insurance agencies

         Marietta, Ohio - Peoples Bancorp (Nasdaq: PEBO) today announced
successful completion of the consolidation of its banking and thrift
subsidiaries, as well as reorganization of the Company's insurance agencies.
These actions will enhance customer service, increase product offerings, and add
consistency to product delivery in all Peoples Bancorp financial service
centers.
         "Our focus is filling the financial needs of our clients. We determined
the best framework to provide our unmatched combination of product offerings and
personalized service is through a single national banking company with full
insurance capabilities," commented Robert E. Evans, Peoples Bancorp's President
and CEO. "Our clients now have access to all 38 Peoples Bank financial service
centers. From traditional banking products to insurance to investments, our goal
is to offer Peoples Bank clients and future clients the most convenient delivery
channels so they can choose how they want to manage their finances, using one of
our full-service banking offices, the internet through Peoples OnLine
Connection, or telephone banking via 1-800-374-6123."
         In the March 10, 2000, consolidation, Peoples Bancorp merged its
banking and thrift subsidiaries, The Peoples Banking and Trust Company and
Peoples Bank FSB, with its national banking subsidiary, The First National Bank
of Southeastern Ohio. The resulting single banking entity was renamed `Peoples
Bank, National Association', and operates under the trade name `Peoples Bank'.
While the consolidation is expected to provide some enhancement to future
shareholder return via added operating efficiencies, the primary focus is on
customer retention and market share growth by improving product and service
convenience and availability.
         "Recent regulations have modernized the financial services industry,"
stated Carol A. Schneeberger, Peoples Bancorp's Vice President of Operations.
"Thanks to the focused efforts of many Peoples Bancorp associates, the recent
transition period was virtually transparent to our customers. We think Peoples
Bancorp is now positioned to best anticipate and fill customer needs, as well as
optimize shareholder returns."
         Also, effective March 31, 2000, Peoples Bancorp combined its life
insurance agency and property and casualty agency into a single entity as an
operating subsidiary under Peoples Bank named `Peoples Insurance Agency, Inc.'.
The reorganization will provide enhanced opportunities for the Company's
investment and insurance associates to meet customer needs as well as increase
market awareness through the more recognizable `Peoples' brand name.
         Evans said, "One of our goals is to be a financial services
organization that offers banking products, insurance and investment
alternatives, and our clients' choice of delivery methods. These recent changes
only strengthen our commitment and increase our clients' choices in areas such
as electronic banking, as well as access to services and office locations."
         Peoples Bancorp Inc. is a diversified financial services company with
over $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 customer-tailored solutions for fiduciary needs,
investment alternatives, and asset management needs (securities are offered
exclusively through Raymond James Financial Services, member NASD/SIPC, an
independent broker/dealer located at Peoples Bank). Peoples Bank also provides a
full set of life, property and casualty insurance products and services, through
Peoples Insurance Agency, Inc. 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, Peoples Bank's internet
banking product, at www.peoplesbancorp.com.

                                 END OF RELEASE



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