-----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, LUwdvRbaBqe+hZSPTPG9MNFu5YUvn7gt8ETEb7uk3SH+cyC5BDUvxjJ57JG+2w8Z o4tjPAfYImycmVi1qBzVKQ== 0000318300-02-000003.txt : 20020413 0000318300-02-000003.hdr.sgml : 20020413 ACCESSION NUMBER: 0000318300-02-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020104 ITEM INFORMATION: Other events FILED AS OF DATE: 20020104 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: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 2502183 BUSINESS ADDRESS: STREET 1: 138 PUTNAM ST STREET 2: P O BOX 738 CITY: MARIETTA STATE: OH ZIP: 45750-0738 BUSINESS PHONE: 7403733155 8-K 1 firstcolony.txt FIRST COLONY ACQUISITION 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 January 4, 2002 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 office) (Zip Code) Registrant's telephone number, including area code: (740) 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 January 4, 2002, Peoples Bancorp Inc. announced it had signed a definitive agreement to acquire all of the outstanding common stock of First Colony Bancshares. 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 January 4, 2002 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: January 4, 2002 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 4 - 5 EX-99 2 firstcolonyex99.txt NEWS RELEASE DATED 01/04/2002 EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: John W. Conlon, Chief Financial Officer - --------------------------- (740) 373-3155 January 4, 2002 PEOPLES BANCORP TO ACQUIRE FIRST COLONY BANCSHARES ______________________________________________________________ Peoples to buy majority of loans,deposits, full-service offices of The Guernsey Bank MARIETTA, Ohio - Peoples Bancorp (Nasdaq: PEBO) announced today that it has signed a definitive agreement to acquire all of the outstanding common stock of First Colony Bancshares, the holding company of The Guernsey Bank based in Cambridge, Ohio. The Guernsey Bank, a federal savings bank, operates five full-service offices in Ohio's Guernsey and Belmont Counties, and one office in Worthington, Ohio. In the transaction, Peoples Bank will acquire the Guernsey and Belmont County operations. "We are excited about the opportunity to expand our franchise into these new markets," said Robert E. Evans, President and CEO of Peoples. "The Guernsey Bank and their associates have been successful in serving their customers and growing their business. We want to continue that success by offering our new customers an integrated, expanded line of financial services. For the past 100 years, Peoples has earned the reputation as a leader in community banking by providing our local communities with a personalized brand of banking, a broad choice of financial products and services, and state of the art technology." "The greater Cambridge area is a logical expansion of Peoples' community bank markets," Evans continued. "This is a unique transaction which allows us to expand our traditional banking business in markets that we find attractive, giving us a new base to which we can offer life, health, car, home, and business insurance, plus we make available investment accounts such as brokerage or trust relationships. We believe these nontraditional banking products and services will be well received by The Guernsey Bank's customers. Our focus is to be the leading provider of financial services in the markets we serve, with local decision-making and familiar faces to our customers." Robert Patrella, Chairman of First Colony and President of The Guernsey Bank, stated "We are very pleased that Peoples was selected as the acquiror of First Colony because of their long-standing community focus and commitment and the fact that they are a local institution from neighboring Marietta. I know that our Guernsey and Belmont County customers will be well served by Peoples and will appreciate the broad array of products and services Peoples will offer them." Under the terms of the agreement, Peoples has agreed to pay approximately $18 million total cash consideration to First Colony's shareholders, Robert and Diane Patrella, and assume $2 million of First Colony debt. Office locations to be transferred to Peoples include two full-service offices in downtown Cambridge, and full-service offices in Byesville, Quaker City, and Flushing, involving assets of approximately $110 million and deposits of approximately $100 million. The Guernsey Bank's full-service banking office and loan production office in Worthington will continue to service its customers, unaffected by the transaction, and will retain the "Guernsey Bank" name. According to Mr. Patrella, "The transaction will provide the capital needed to expand the Worthington operations throughout Franklin County. We are delighted that the Guernsey Bank will be able to continue to serve our Worthington customers and look forward to expanding our products and services, which will include internet banking, as well as providing additional locations to service our customers' needs." The transaction is expected to be immediately accretive to Peoples' earnings. Peoples anticipates being able to realize cost savings and corresponding improved efficiencies in executive management, as well as other general and administrative costs. "This is Peoples' first acquisition under the new accounting rules, which make the premium paid non-dilutive to earnings," stated John W. Conlon, Peoples' Chief Financial Officer. "We have utilized conservative assumptions in assessing this acquisition from both an earnings per share and return on investment perspective." The proposed transaction is subject to regulatory approval and is anticipated to be completed in the second quarter of 2002. At that time, the Guernsey and Belmont County locations and related loans and deposits will become offices of Peoples Bank. This news release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Such risks include, but are not limited to, the interest rate environment, the effect of federal and state banking and tax regulations, the effect of technological changes, the effect of economic conditions, the impact of competitive products and pricing, and other risks detailed in Peoples' Securities and Exchange Commission filings. Although Peoples' management believes that the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management's knowledge of Peoples' business and operations, it is possible that actual results may differ materially from these projections. Peoples Bancorp is a diversified financial services company with $1.2 billion in assets. The Company's lead subsidiary is Peoples Bank, which offers complete banking products and services through 40 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 Investment Services, 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 -----END PRIVACY-ENHANCED MESSAGE-----