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
Date of Report (Date of earliest event reported): February 29, 2000
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PEOPLES BANCORP
(Exact name of Registrant as Specified in its Charter)
Indiana 000-18991 35-1811284
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
212 West 7th Street, Auburn, Indiana 46706
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (219) 925-2500
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On February 29, 2000, the Registrant completed the merger of Three
Rivers Financial Corporation with and into Registrant. Information as to this
transaction was previously reported in the Registrant's Registration Statement
on Form S-4, Registration Number 333-92335, which is incorporated herein by
reference (the "Proxy/Prospectus"). For a discussion of the terms and conditions
of the transaction, reference is made to the Proxy/Prospectus.
Upon consummation of the merger, each outstanding share of common
stock, $0.01 par value per share, of Three Rivers Financial Corporation was
converted into the right to receive 1.08 shares of Peoples Bancorp common stock,
$1.00 par value per share, in an exchange intended to be tax free to the
shareholders, except to the extent of any cash received in exchange for
fractional shares. Cash will be paid for fractional shares in an amount
determined by multiplying the fractional interest by $13.75, the average of the
closing prices per share of the Registrants common stock for the five full
trading days immediately preceding February 29, 2000, the closing date. On the
closing date, Three Rivers' former wholly-owned subsidiary, First Savings Bank,
A Federal Savings Bank, became a wholly-owned subsidiary of the Registrant and
will be operated under its current name.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
1. The financial statements of Three Rivers Financial
Corporation are hereby incorporated by reference from the Registrant's
Registration Statement on Form S-4 (Registration Number 333-92335)
filed with the Commission on December 8, 1999.
(b) Pro Forma Financial Statements
(1) The Unaudited Pro Forma Combined Financial Information as
of September 30, 1999 is hereby incorporated by reference from the
Registrant's Registration Statement on Form S-4 (Registration Number
333-92335) filed with the Commission on December 8, 1999.
(2) The Unaudited Pro Forma Combined Financial Information as
of December 31, 1999 is not included in this filing and will be filed
by amendment to this Form 8-K within 60 days of March 15, 2000.
(c) Exhibits
2 Plan of Reorganization and Agreement and Plan of Merger
dated September 21, 1999 (incorporated by reference from the
Registrant's Registration Statement on Form S-4 (Registration Number
333-92335) filed with the Commission on December 8, 1999).
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20 Proxy Statement/Prospectus dated December 27, 1999
(incorporated by reference from the Registrant's Registration Statement
on Form S-4 (Registration Number 333-92335) filed with the Commission
on December 8, 1999).
99. Unaudited Pro Forma Combined Financial information as
of December 31, 1999 (to be filed by ammendment).
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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, thereunto duly authorized.
PEOPLES BANCORP
Date: March 13, 2000 By: Maurice F. Winkler, III
President and Chief Executive Officer
