PEOPLES BANCORP
10-Q, 2000-01-24
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



December 31, 1999                                                Commission
                                                           File Number 000-18991

                                 PEOPLES BANCORP
                             212 WEST SEVENTH STREET
                                AUBURN, IN 46706


 Indiana                                                         35-1811284
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                            Identification Number)


Registrant's telephone number, including area code:               (219) 925-2500
                                                                  --------------


Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:


Common stock, par value $1 per share                  3,099,862 shares
- ------------------------------------                  ----------------
            (Title of class)                   (Outstanding at January 21, 2000)



<PAGE>





                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                                                           Page
                                                                          Number

Part I   Financial Information:

  Item 1.  Consolidated Financial Statements

              Consolidated Statement of Financial Condition
              as of December 31, 1999 and September 30, 1999...................3
              Consolidated Statement of Income for the three
              months ended December 31, 1999 and 1998..........................4

              Consolidated Statement of Changes in Stockholders'
              Equity for the three months ended December 31, 1999..............5

              Consolidated Statement of Cash Flows for the
              three months ended December 31, 1999 and 1998....................6

              Notes to Consolidated Financial Statements.....................7-8

   Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations.........................9-17

Part II.     Other Information

   Item 6.   Exhibits and Reports on Form 8-K.................................18

Signatures....................................................................19

<PAGE>
                          PART I. FINANCIAL INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                         ASSETS
                                                   December 31,    September 30,
                                                      1999             1999
                                                  --------------  --------------
Cash                                               $  5,619,680    $  4,838,115
Short-term interest-bearing deposits                  3,322,712         834,134
                                                  --------------  --------------
    Total cash and cash equivalents                   8,942,392       5,672,249
Interest-bearing deposits                                     -               -
Securities available for sale                        16,183,670      16,932,913
Securities held to maturity
(approximate market value $615,927 and $618,448         613,460         609,852
Mortgage-backed securities                              234,466         257,707
Loans:
     Loans                                          303,849,237     297,875,039
     Less: Allowance for loan losses                  1,024,626       1,005,119
                                                  --------------  --------------
     Net loans                                      302,824,611     296,869,920
Premises and equipment                                2,418,305       2,285,889
Federal Home Loan Bank of Indianapolis
 stock, at cost                                       2,473,500       2,473,500
Other assets                                          2,274,960       2,460,521
                                                  --------------  --------------
    Total assets                                   $335,965,364    $327,562,551
                                                  ==============  ==============

                       LIABILITIES

NOW and savings deposits                           $ 97,838,304    $ 94,238,078
Certificates of deposit                             178,239,265     176,756,016
Reverse Repurchase Agreements                         3,567,447       5,239,739
Federal Home Loan Bank advances                      10,450,000       5,000,000
Other liabilities                                     1,109,205         872,499
                                                  --------------  --------------
    Total liabilities                               291,204,221     282,106,332
                                                  --------------  --------------

                  STOCKHOLDERS' EQUITY

Preferred stock, par value $1;
    Authorized and unissued -- 5,000,000 shares               -               -
Common stock, par value $1;
    Authorized--7,000,000 shares:
    Issued and outstanding--3,105,962 and
         3,183,717 shares                             3,105,962       3,183,717
Additional paid-in capital                               36,133       1,203,696
Retained earnings--substantially restricted          42,038,607      41,282,725
Accumulated other comprehensive income                 (419,559)       (213,919)
                                                  --------------  --------------
    Total stockholders' equity                       44,761,143      45,456,219
                                                  --------------  --------------
    Total liabilities and stockholders' equity     $335,965,364    $327,562,551
                                                  ==============  ==============

See notes to consolidated financial statements.

<PAGE>

                           PEOPLES BANCORP
                           AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF INCOME
                             (Unaudited)


                                      Three months ended
                                         December 31,
                                     --------------------------
                                          1999          1998
                                     ------------  ------------
Interest Income:
  Loans                               $5,814,674    $5,359,236
  Securities                             201,664       353,947
  Other interest and dividend income     190,131       132,499
                                     ------------  ------------
                                       6,206,469     5,845,682
                                     ------------  ------------
Interest Expense:
  Now and savings deposits               704,049      552,657
  Certificates of deposit              2,297,174     2,387,545
  Short-term borrowings                   41,952       40,892
  Federal Home Loan Bank Advances        136,273       63,206
                                     ------------  ------------
                                       3,179,448     3,044,300
                                     ------------  ------------
Net Interest Income                    3,027,021     2,801,382
                                     ------------  ------------
  Provision for losses on loans           28,789        30,942
                                     ------------  ------------
Net Interest Income After Provision
    for Losses on Loans                2,998,232     2,770,440
                                     ------------  ------------
Other Income:
  Trust income                            49,256         8,138
  Fees and service charges               140,240       142,381
  Other income                            16,828        39,093
                                     ------------  ------------
                                         206,324       189,612
                                     ------------  ------------
Other Expense:
  Salaries and employee benefits         706,512       595,402
  Net occupancy expenses                  85,973        78,925
  Equipment expenses                      87,789       105,345
  Data processing expense                128,462       101,583
  Deposit insurance expense               39,319        35,824
  Other expenses                         274,715       288,882
                                     ------------  ------------
                                       1,322,770     1,205,961
                                     ------------  ------------
Income Before Income Tax               1,881,786     1,754,091
  Income tax expense                     722,100       669,800
                                     ------------  ------------
Net Income                            $1,159,686    $1,084,291
                                     ============  ============
Basic Income Per Common Share               $0.37        $0.33
Diluted Income Per Common Share             $0.37        $0.33
Average Common Shares Outstanding       3,141,106    3,270,559

See notes to consolidated financial statements.

<PAGE>
                                                        PEOPLES BANCORP
                                                         AND SUBSIDIARY
<TABLE>

                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                          (Unaudited)




                                                                                                 Accumulated
                                      Common Stock                    Retained                      Other
                                  --------------------  Additional    Earnings                  Comprehensive
                                   Number                Paid-in   (Substantially Comprehensive     Income
                                 of Shares   Amount      Capital     Restricted)     Income       Net of Tax        Total
                                 --------- ----------- ----------- -------------- ------------- ---------------- -----------
<S>                              <C>        <C>         <C>         <C>            <C>            <C>            <C>
Balances, September 30,
1999                             3,183,717  $3,183,717  $1,203,696  $41,282,725    $       -      $(213,919)     $45,456,219

Unrealized gains (losses) on
  securities available for sale          -          -           -             -     (205,640)      (205,640)        (205,640)

Cash dividends
     ($.13 per share)                    -          -           -      (403,804)                          -         (403,804)

Repurchase of stock                (77,755)   (77,755)  (1,167,564)           -                           -       (1,245,319)

Net income for the
    three months ended
    December  31, 1999                   -          -           -     1,159,686    1,159,686              -        1,159,686
                                 --------- ----------- ----------- -------------- ------------- ---------------- -----------
Balances, December  31,
    1999                         3,105,962 $3,105,962   $  36,133   $42,038,607    $ 954,046      $(419,559)     $44,761,143
                                 ========= ==========  =========== ============== ============= ================ ===========
</TABLE>

See notes to consolidated financial statements.


<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                         Three Months Ended
                                                            December 31,
                                                   ----------------------------
                                                       1999           1998
                                                   -------------  -------------
Operating Activities:
 Net income                                         $1,159,686     $1,084,291
 Adjustments to reconcile net income to net
    cash provided by operating activities:
   Provision for loan losses                            28,789         30,942
   Depreciation and amortization                        90,408        105,322
   Amortization of premiums and discounts on
     investment securities                             (25,116)       (17,686)
   Amortization of deferred loan fees                 (101,919)      (116,556)
 Change in:
   Deferred income tax                                 191,174              -
   Interest receivable                                 194,494        183,136
   Interest payable                                     15,382         49,775
 Other adjustments:                                    488,359       (762,922)
                                                   -------------  -------------
        Net cash provided by operating activities    2,041,257        556,302
                                                   -------------  -------------
Investing Activities:
 Net change in  interest-bearing deposits                    -     (4,600,000)
 Purchases of investment securities-avilable for sale (312,501)      (187,322)
 Proceeds from maturities of investment
   securities-held to maturity                               -      4,027,498
  Proceeds from maturities of securities-available for sale  -      2,100,000
  Proceeds from sale of securities available for sale  693,700              -
 Net change in mutual funds                           (293,357)       (96,785)
 Net change in loans                                (5,881,561)    (6,509,027)
 Purchases of premises and equipment                  (222,824)       (62,500)
  Other investing activities                            29,541              -
                                                   -------------  -------------
        Net cash used by investing activities       (5,987,002)    (5,328,136)
                                                   -------------  -------------
Financing Activities:
 Net change in:
    NOW and savings accounts                         3,583,285      7,612,784
    Certificates of deposit                          1,513,110      5,624,708
    Short-term borrowings                              527,708       (539,619)
    FHLB advances                                    3,250,000     (1,000,000)
 Net change in advances by borrowers for
    taxes and insurance                                    987          1,007
 Cash dividends                                       (413,883)      (393,509)
 Repurchase of common stock                         (1,245,319)      (384,441)
                                                   -------------  -------------
        Net cash provided by financing activities    7,215,888     10,920,930
                                                   -------------  -------------
Net Change in Cash and Cash Equivalents              3,270,143      6,149,096
Cash and Cash Equivalents, Beginning of Perio        5,672,249      3,567,625
                                                   -------------  -------------
Cash and Cash Equivalents, End of Period            $8,942,392     $9,716,721
                                                   =============  =============

Additional Cash Flows and Supplementary Information:
   Interest paid                                    $4,161,260     $2,994,525
   Income tax paid                                     297,855        257,991

See notes to consolidated financial statements.


<PAGE>



                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  (Information with respect to the three months
                    ended December 31, 1999 and 1998, and at
                   December 31, 1999 and 1998, is unaudited.)


1.  BASIS OF PRESENTATION

The significant  accounting  policies  followed by Peoples Bancorp (the Company)
and its wholly owned subsidiary,  Peoples Federal Savings Bank of DeKalb County,
(the Bank), for interim  financial  reporting are consistent with the accounting
policies followed for annual financial reporting.  All adjustments which are, in
the opinion of management,  necessary for a fair presentation of the results for
the periods reported, consisting only of normal recurring adjustments, have been
included  in  the  accompanying   unaudited   consolidated  condensed  financial
statements.  The results of operations  for the three months ended  December 31,
1999, are not necessarily  indicative of those expected for the remainder of the
year.


2.  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

The  Consolidated  Statement of Financial  Condition at September 30, 1999,  has
been taken from the audited consolidated financial statements at that date.


3.  CASH DIVIDEND

A cash  dividend of $.13 per common  share was  declared on December  21,  1999,
payable on January 20, 2000, to stockholders of record as of January 4, 2000.


4.  EARNINGS PER COMMON SHARE

Basic  earnings per share have been computed  based on the average common shares
outstanding  during,  and the  earnings  for,  the  periods  presented.  Diluted
earnings per share were  calculated as if outstanding  stock options at December
31, 1999 and 1998 had been exercised,  and the exercise price used to repurchase
stock at the then current market price.  The resulting number of shares was used
to calculate the diluted earnings per share, which did not differ from the basic
earnings per share number.

<PAGE>



                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  (Information with respect to the three months
                    ended December 31, 1999 and 1998, and at
                   December 31, 1999 and 1998, is unaudited.)



5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:

                         December 31, 1999         September 30, 1999
                       -----------------------  ----------------------------
                          Amount        Rate       Amount         Rate
                       -------------  --------  -------------   --------

     Adjustable rate     $2,793,000               $2,429,700
     Fixed rate           1,454,275     7.61%      1,733,500      7.58%
                       -------------  ========  -------------   ========
                         $4,247,275               $4,163,200
                       =============            =============


6.  STOCK REPURCHASE PLAN

On June 10, 1999, the Company's board of directors  authorized the repurchase of
up to  300,000  of the  Company's  outstanding  shares  of  common  stock.  Such
purchases  will be made  subject  to  market  conditions  in the open  market or
privately  negotiated  transactions.  At  December  31,  1999,  the  Company has
repurchased 78,655 shares of its outstanding stock under this plan.

7.  RECLASSIFICATIONS

Certain  amounts  in  the  1999  consolidated  financial  statements  have  been
reclassified to conform to the 2000 presentation.

8.  AQUISITION

The  agreement  to merge  between  Peoples  Bancorp and Three  Rivers  Financial
Corporation  will be voted on by the  shareholders  of  Three  Rivers  Financial
Corporation at a special  meeting of  shareholders  on February 15, 2000, and by
the  shareholders  of Peoples  Bancorp at their  annual  meeting on February 16,
2000.

<PAGE>


                                 PEOPLES BANCORP
                                  AND SUBSDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

Total assets at December 31, 1999 were  $335,965,364,  an increase of $8,402,813
from September 30, 1999. The increase is attributable  primarily to loans, which
increased  $5,954,691  to  $302,824,611,  and cash and cash  equivalents,  which
increased  $3,270,143 to $8,942,392.  These  increases were partially  offset by
decreases in investment securities.

Total deposits were $276,077,569 at December 31, 1999, an increase of $5,083,475
since September 30, 1999.

LIQUIDITY

As calculated for regulatory purposes,  liquidity was 4.52% at December 31, 1999
as compared to 6.03% at September 30, 1999.  Liquidity and loan  repayments  may
need to be supplemented  with borrowings from the Federal Home Loan Bank to meet
loan fundings and other obligations and expenditures.

CAPITAL RESOURCES

The following table presents Peoples Federal Savings Bank's current estimates of
its regulatory capital position as a dollar amount and as a percentage of assets
as of December 31, 1999.


                                                 At Dec 31, 1999
                                 -----------------------------------------------
                                                 Required for      To Be Well
                                    Actual   Adequate Capital(1) Capitalized (1)
                                 -------------- --------------- ----------------
                                  Amount    %    Amount      %    Amount    %
                                 -------- ----- -------- ------ --------- ------

Total risk-based capital (1)
  (to risk-weighted assets)      $37,715  20.6%  $14,646  8.0%   $18,307   10.0%
Tier 1 Capital (1)
  (to adjusted tangible assets)  $36,711  11.1%  $13,230  4.0%   $19,845    6.0%
Tier 1 Capital (1)
  (to adjusted total assets)     $36,711  11.1%  $13,230  4.0%   $16,538    5.0%

(1) as defined by regulatory agencies

<PAGE>



                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

SUMMARY OF RESULTS OF OPERATIONS

Peoples  Bancorp and  subsidiary had net income of $1,159,686 or $0.37 per share
for the three months ended  December 31, 1999 as compared to $1,084,291 or $0.33
per share for the same period  ended 1998.  The increase  was  primarily  due to
higher net interest income, partially offset by higher non-interest expense.

NET INTEREST INCOME

Net interest  income was $3,027,021 for the three months ended December 31, 1999
as  compared to  $2,801,382  for the same period  ended  1998.  Interest  income
increased  $360,787 to $6,206,469  for the three months  primarily due to higher
volumes of loans.  Interest  expense  increased  $135,148 to $3,179,448 due to a
combination  of lower rates and higher volumes of deposit  accounts,  and higher
volumes of borrowings.  Provision for loan loss decreased  $2,153 to $28,789 for
the three months ended  December 31,  1999,  reflecting  management's  continued
review of the loan portfolio.

The following table presents  average  balances and associated  rates earned and
paid for all interest  earning assets and interest  bearing  liabilities for the
three months ended December 31, 1999 and 1998. (dollars in thousands)


                                  1999                        1998
                       --------------------------- ----------------------------
                        Average Interest Effective  Average  Interest Effective
                        Balance  Yield     Rate     Balance   Yield     Rate
                       -------- -------- --------- --------- -------- ---------
Loans                  $299,581  $5,815    7.76%    $274,406  $5,359    7.81%
Securities               13,093     201    6.14%      19,738     354    7.17%
Other                    12,896     190    5.89%       9,732     133    5.47%
                       -------- -------            ---------  -------
Combined                325,570   6,206    7.62%     303,876   5,846    7.70%
                       -------- -------            ---------  -------
NOW and savings
  deposits               98,872     704    2.85%      78,543     553    2.82%
Certificates of deposit 176,113   2,297    5.22%     173,976   2,388    5.49%
Borrowings               11,523     178    6.18%       8,314     104    5.00%
                       -------- -------            ---------  -------
Combined               $286,508   3,179    4.44%    $260,833   3,045    4.67%
                       -------- -------            ---------  -------
Net interest income/
   interest rate spread          $3,027    3.18%               $2,801    3.03%
                                =======  =========            ======== ========

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

The following table illustrates the change in net interest income due to changes
in rates and average volumes. (dollars in thousands)


                       Three months ended December 31, 1999 vs. 1998
                             Rate       Volume        Total
                           ---------   ----------   ----------
Loans                         $ (34)       $ 490        $ 456
Securities                      (46)        (107)        (153)
Other                            11           46           57
                           ---------   ----------   ----------
Total                           (69)         429          360
                           ---------   ----------   ----------
NOW and savings deposits          6          145          151
Certificates of deposit        (120)          29          (91)
Borrowings                       28           46           74
                           ---------   ----------   ----------
Total                           (86)         220  #       134
                           ---------   ----------   ----------
Net interest income            $ 17        $ 209  #     $ 226
                           =========   ==========   ==========



NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

Non-performing  assets  at  December  31,  1999 and  September  30,  1999 are as
follows: (dollars in thousands)


                                        December 31, 1999    September 30, 1999
Non-accruing loans                            $576                $474
Loans contractually past due 90 days
     or more other than nonaccruing            181                  64
Real estate owned                                -                   -
                                           ---------           ----------
                                              $757                $538
                                           =========           ==========

<PAGE>








                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The following table analyzes the allowance for loan and REO losses for the three
months ended December 31, 1999 and 1998. (dollars in thousands)

                                          Loans              REO
                                    ---------------   -----------------
                                      1999    1998     1999      1998
                                    -------- ------   -------   -------
Balance at 9/30                      $1,005   $947      $ -       $ -
Provision adjustment charged
     (credited) to expense               29     30        -         -
Chargeoffs                              (14)    (6)       -         -
Recoveries                                5      3        -         -
                                    -------- ------   ------   -------
Balance at 12/31                     $1,025   $974      $ -       $ -
                                    ======== ======   ======   =======

It  is  the  Bank's  policy  to  carry  REO  at  net  realizable  value.   After
repossession, appraised value is reduced for estimated repair and selling costs,
and the net  amount  is the  carrying  value of the  property.  Any  changes  in
estimated  realizable  value  after the initial  repossession,  are charged to a
specific  loss  reserve  account for REO. At present,  all REO is carried at the
Bank's estimated realizable value.

Management  continually  reviews  the mix and  delinquency  status  of its  loan
portfolio and classifies those loans, which it deems appropriate. As of December
31, 1999, asset balances and the corresponding  allocations of the provision for
loan losses were as follows: (dollars in thousands)

                                Asset     Allocation of
                               Balance       Reserve
                            -----------  -------------
       Loss                   $     21       $   21
       Doubtful                      -            -
       Substandard                 722          144
       Special mention             583           58
       Unclassified            335,222          860
                            -----------    ---------
                              $335,965       $1,025
                            ===========    =========

<PAGE>



                                 PEOPLES BANCORP
                                 AND SUBSIDIARY


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The allowances for loan and real estate owned losses represent amounts available
to absorb future losses.  Such allowances are based on  management's  continuing
review of the portfolios,  historical charge-offs,  current economic conditions,
and such other factors,  which in management's  judgment deserve  recognition in
estimating  possible losses. In addition,  various  regulatory  agencies,  as an
integral part of their examination  process,  periodically  review the allowance
for loan losses.  Such agencies may require additions to the allowances based on
their  judgment  about the  information  available  to them at the time of their
examination.  Provisions  for  losses  are  charged  to  earnings  to bring  the
allowances to levels considered  necessary by management.  Losses are charged to
the allowances when considered  probable,  or in the case of REO, at the time of
repossession.  Management  believes that the  allowances  are adequate to absorb
known and inherent losses in the portfolio.  No assurance can be given, however,
that economic  conditions which may adversely affect the Bank's markets or other
circumstances will not result in future losses in the portfolio.

The following  table  presents an  allocation  of the Bank's  allowance for loan
losses at the dates  indicated  and the  percentage of loans in each category to
total loans. (dollars in thousands)

Balance at end of period                               December 31,
                                     -----------------------------------------
     applicable to:                           1999                 1998
                                     ---------------------  ------------------
Residential Mortgage Loans            $   905       87.6%      $790     92.1%
Commercial Real Estate Loans               32        4.6%        20      2.2%
Commercial and Other Loans                 14        2.0%         -         -
Consumer Loans                             53        5.8%        65      5.7%
Unallocated                                35                    99
                                     ---------   ---------   ------- ---------
Total                                 $1,025      100.0%       $974    100.0%
                                     =========   =========   ======= =========


<PAGE>


                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-INTEREST INCOME

The Company's  non-interest income increased to $206,324 as compared to $189,612
for the same period one year ago. The increase was  attributable to higher trust
income  partially  offset by lower other income due to a loss on a security sale
this year.

NON-INTEREST EXPENSE

Total  non-interest  expense for the three  months  ended  December 31, 1999 was
$1,322,770 as compared to $1,205,961  for 1998.  Salaries and employee  benefits
increased $111,110 to $706,512 due to the addition of an eighth branch office in
August  1998 and the  addition  of extra loan  officers to deal with a very high
loan demand.  Data processing  expense increased $26,879 to $128,462 also due to
the addition of the new branch office.

INCOME TAXES

Income taxes for the three months ended  December 31, 1999 increased to $722,100
from $669,800 for the same period last year due to higher pretax income.

YEAR 2000

The Bank began working on its Year 2000 conversion  process in 1997 as part of a
project to update  our  information  systems  to a level that would  allow us to
compete in the 21st century. As a result, the Bank began a comprehensive  review
to identify all systems that would be affected,  estimate cost projections,  and
compile a schedule or plan of action.  At the time of this  report,  all systems
seem to be working as usual, and no year 2000 problems have been encountered.






<PAGE>

                           PART II. OTHER INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY


Item 6.  Reports on Form 8-K

No reports on Form 8-K were filed  during the three  months  ended  December 31,
1999.



<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                   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
                                                      (REGISTRANT)




Date: January 21, 2000                            Maurice F. Winkler III
                                           President and Chief Operating Officer



Date: January 21, 2000                             Deborah K. Stanger
                                      Vice President and Chief Financial Officer





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