-----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, MDK0aA+gp1ATF+CWO8NglyqHcm9zSIOT7GqgoChqLfdoGKeQtC8Zemh7r4vVAMSd 9/pq5OQ9KTL2S8GobfmsUw== 0000318300-03-000085.txt : 20030512 0000318300-03-000085.hdr.sgml : 20030512 20030512162524 ACCESSION NUMBER: 0000318300-03-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Other events FILED AS OF DATE: 20030512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES BANCORP INC CENTRAL INDEX KEY: 0000318300 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] 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: 03693042 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 form8kkbi.txt FORM 8K - KY 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 May 12, 2003 - -------------------------------------------------------------- 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) 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 and Regulation FD Disclosure Peoples Bancorp Inc. (Nasdaq: PEBO) announced its acquisition of Kentucky Bancshares Incorporated. The release is included herewith as Exhibit 99. Item 6. Resignations of Registrant's Directors Not applicable. Item 7. Financial Statements and Exhibits (a) None required (b) None required (c) Exhibits EXHIBIT NUMBER DESCRIPTION - -------------- -------------------------------- 99 News Release issued May 12, 2003 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: May 12, 2003 PEOPLES BANCORP INC. ------------------------------------- Registrant By: /s/ ROBERT E. EVANS ------------------------------------- Robert E. Evans President and Chief Executive Officer Exhibit Number Description - ---------------------------------- -------------------------------- 99 News Release issued May 12, 2003 EX-99 3 kbiexhibit99.txt COMPLETE KY ACQUISITION EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Robert E. Evans - --------------------- President and Chief Executive Officer May 12, 2003 (740) 373-3155 PEOPLES BANCORP COMPLETES ACQUISITION OF KENTUCKY BANCSHARES INCORPORATED ----------------------------------------------------------------- Kentucky Bank & Trust merges with Peoples Bank; 5 full-service offices added to PEBO Marietta, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) announced its acquisition of Kentucky Bancshares Incorporated ("Kentucky Bancshares") as of the close of business on Friday, May 9, for a total purchase price of approximately $29.1 million. Approximately half of the transaction value will be paid in cash and half in Peoples Bancorp common shares. First announced in December 2002, the completed acquisition included the merger of Kentucky Bancshares' subsidiary, Kentucky Bank & Trust, into Peoples Bank (a subsidiary of Peoples Bancorp). As a result of the merger, the five full-service banking centers of Kentucky Bank & Trust, located in the northeastern Kentucky communities of Ashland, Russell, Flatwoods, Greenup, and South Shore, will operate as financial service offices of Peoples Bank. The transaction included 3 ATMs, increasing Peoples Bank's total ATMs to 33. "After several months of hard work and preparation, we are ready to serve the financial needs of our new customers," said Robert Evans, Peoples Bancorp's President and CEO. "Kentucky Bank & Trust has a good customer base and a strong franchise, with capable leadership and associates dedicated to customer service. The transition teams deserve a lot of credit for preparing Peoples Bank to serve the financial needs of Boyd, Greenup, and Carter Counties." The transaction is expected to be immediately accretive to Peoples' earnings due to cost savings and improved efficiencies. Concurrent with the Kentucky Bancshares acquisition, Peoples Bank closed its Russell office at 404 Ferry Street (acquired in 1997) due to proximity of Kentucky Bank & Trust's Russell office. "Our focus is to be the leading provider of financial services in the markets we serve," continued Evans. "We encourage local decision-making when practical and present familiar faces to the customer. This acquisition is a logical expansion of our community bank markets, and the new trust relationships make this even more appealing." Evans concluded, "This growth allows us again to expand our traditional banking business in markets that we find attractive, giving us new customers and prospects to whom we can offer life, health, car, home, and business insurance, plus additional investment services and more online banking capabilities." At April 30, 2003, Kentucky Bancshares had total assets of approximately $130 million, total loans of approximately $75 million, total deposits of approximately $105 million, and total trust assets under management of approximately $190 million. In this transaction, RBC Capital Markets advised Peoples Bancorp and Alex Sheshunoff and Company advised Kentucky Bancshares. Peoples Bancorp Inc., a diversified financial products and services company with $1.8 billion in assets, makes available a complete line of banking, investment, insurance, and trust solutions through Peoples Bank's 50 sales offices and 33 ATMs in Ohio, West Virginia, and Kentucky. Peoples' common shares are traded on the NASDAQ national market under the symbol "PEBO." Peoples Bancorp is a member of the Russell 3000 index of US publicly traded companies. Learn more about Peoples or enroll in Peoples Bank's internet banking service at www.peoplesbancorp.com. END OF RELEASE -----END PRIVACY-ENHANCED MESSAGE-----