-----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, TfeG0iIUwtxKGnTrBj0ZBCopmw5CvY0VMo6DS6so6+24x+ike+TO3BdM6ZKDyLLW 2oYzK191J954zBTY1M9ryA== 0000318300-03-000193.txt : 20031215 0000318300-03-000193.hdr.sgml : 20031215 20031215125038 ACCESSION NUMBER: 0000318300-03-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031215 ITEM INFORMATION: Other events FILED AS OF DATE: 20031215 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: 031053707 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 fhlbrepay.txt FORM 8K FHLB REPAYMENT 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) December 15, 2003 ---------------------- PEOPLES BANCORP INC. -------------------------------------------------------------- (Exact name of Registrant as specified in its charter) 0-16772 ---------------------------------------- Commission File Number Ohio ------------------------------------------------ (State or other jurisdiction of incorporation) 31-0987416 ----------------------------------------- (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 and Regulation FD Disclosure Peoples Bancorp Inc. (Nasdaq: PEBO) committed to prepay $63 million of Federal Home Loan Bank (FHLB) convertible fixed rate borrowings. The release is included herwith 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 December 15, 2003 Item 8. Change in Fiscal Year Not applicable. Item 9. Regulation FD Disclosure Not applicable. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Not applicable. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefits Plan Not applicable. Item 12. Results of Operations and Financial Condition 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: December 15, 2003 PEOPLES BANCORP INC. ---------------------------------------- Registrant By: /s/ ROBERT E. EVANS ---------------------------------------- Robert E. Evans President and Chief Executive Officer INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------------------- --------------------------------------- 99 News Release issued December 15, 2003 EX-99 3 ex99fhlb.txt NEWS RELEASE EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: John W. Conlon - --------------------- Chief Financial Officer December 15, 2003 (740) 373-3155 PEOPLES BANCORP INC. PREPAYS SELECTED LONG-TERM DEBT ------------------------------------------------------------ MARIETTA, Ohio - Due to the low interest rate environment, Peoples Bancorp Inc. (Nasdaq: PEBO) committed to prepay $63 million of Federal Home Loan Bank (FHLB) convertible fixed rate borrowings. The early repayment of the long-term debt will result in a pre-tax charge of approximately $6.8 million for prepayment penalties, or $4.6 million after taxes ($0.44 cents per share). The $63 million of advances, which have a weighted average rate of 5.14%, are now in convertible option periods, which means the advances will remain at higher fixed rates until converted (at the sole discretion of the FHLB) to a variable LIBOR-based rate. The prepayments will settle on Tuesday, December 16, 2003. "This immediately reduces our funding costs and prepares us for future earnings growth," said Robert E. Evans, Peoples Bancorp's Chairman and CEO. "All FHLB borrowings that are being prepaid have interest rates of 5.00% and higher, and have been on our books since 1999 when interest rates were significantly higher. With rates at such low levels, it made sense to prepay and borrow at lower costs." Peoples Bancorp plans to replace the $63 million in convertible rate borrowings with a short term FHLB repurchase agreement ("repo") advance. The new advance currently has a significantly lower interest rate and yet has similar interest rate sensitivity characteristics (in a rising rate environment) as the borrowings that are being prepaid. Based upon the current interest rate environment, Peoples Bancorp estimates that this change in funding sources will lower annual interest expense by approximately $2.5 million, which would enhance future annual earnings by $1.7 million after taxes ($0.16 per share). "The prepayment of high-cost FHLB borrowings fits our strategy to have a long-term focus on growing shareholder value," Evans said. "Although 2003 has been a tough year to grow earnings, we believe Peoples Bancorp is in a solid position for future earnings enhancements, as our shareholders' equity and asset quality remain positions of strength as we look to continue the growth of the company." 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 49 sales offices and 32 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 at www.peoplesbancorp.com. Forward-looking statement: Except for the historical and present factual information contained in this press release, the matters discussed in this press release, and other statements identified by words such as "expects," "believes," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but 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 risk factors relating to the banking industry or Peoples Bancorp as detailed from time to time in Peoples Bancorp's reports filed with the SEC. Although management believes that the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management's knowledge of Peoples Bancorp's business and operations, it is possible that actual results may differ materially from these projections. Peoples Bancorp disclaims any responsibility to update these forward-looking statements, except as may be required by applicable laws. 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