-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bx9qK6HsZi8Owt/Xb2kRUnQQj7RhxWtmu1m1HsTTJLTe0Ue2zIUI0ZmGZgIy4Mxl XWVkFcA9oZBZya0wW8nGzw== 0000318300-99-000008.txt : 19990421 0000318300-99-000008.hdr.sgml : 19990421 ACCESSION NUMBER: 0000318300-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990420 ITEM INFORMATION: FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310987416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16772 FILM NUMBER: 99597718 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750 BUSINESS PHONE: 6143733155 8-K 1 FORM 8-K TRUST PREFERRED 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 ------------------------------------------------ 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 (I.R.S. Employer of incorporation) 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: (614) 373-3155 Not applicable ------------------------------------------------------------- (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 -------------- ----------- 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 ---------- 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. -------------------- 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 20, 1999 * *Filed herewith EX-99 2 EXHIBIT 99-NEWS RELEASE RELEASED APRIL 20, 1999 EXHIBIT 99 ---------- NEWS RELEASE - ------------ 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 _____________________________________________ 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 -----END PRIVACY-ENHANCED MESSAGE-----