-----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, Ox6jGVkbh91muFvNGcOh05fBDZ0nDBFSKAZwG8C0HGtokxtOrHKAyKiQ2mmU4ZhE 3Im9mu8pssooi4VqxBHA/Q== 0000318300-03-000194.txt : 20031217 0000318300-03-000194.hdr.sgml : 20031217 20031217155445 ACCESSION NUMBER: 0000318300-03-000194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031217 ITEM INFORMATION: Other events FILED AS OF DATE: 20031217 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: 031060109 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 repurchase.txt FORM 8K - STOCK REPURCHASE 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 17, 2003 ------------------- 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 and Regulation FD Disclosure The Board of Directors of Peoples Bancorp Inc. (Nasdaq: PEBO) adopted a resolution authorizing the repurchase in 2004 of up to 425,000. 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 December 17, 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 17, 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 17, 2003 EX-99 3 ex99repurch.txt NEWS RELEASE OF REPURCHASE EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Mark F. Bradley - --------------------- Chief Operating Officer December 17, 2003 (740) 373-3155 PEOPLES BANCORP INC. AUTHORIZES REPURCHASE OF COMMON STOCK ----------------------------------------------------------------------- 2003 earnings to be released January 20, 2004; Conference call scheduled for January 21 MARIETTA, Ohio - At its December meeting, (or approximately 4%) of Peoples' outstanding common shares from time to time in open market or privately negotiated transactions. The repurchases will be used for projected stock option exercises granted under Peoples' stock option plans, projected purchases of common shares for Peoples' deferred compensation plans, and other general corporate purposes. The timing of the purchases and the actual number of common shares purchased will depend on market conditions and limitations imposed by applicable federal securities laws. The stock repurchase plan expires December 31, 2004, and will not exceed an aggregate purchase price of $13 million. Also at the December meeting, Peoples' Board of Directors adopted a formal code of ethics applicable to all Peoples' directors, officers, and associates. Peoples' code of ethics was adopted by the Board of Directors to demonstrate to the public and Peoples' shareholders the importance that the Board and management place on ethical conduct, and to continue to set forth Peoples' expectations for the conduct of ethical business practices. Peoples' code of ethics will be filed with the Securities and Exchange Commission and will also be available to the public at www.peoplesbancorp.com. In other news, Peoples also announced it will release 2003 earnings after market hours on January 20, 2004. Peoples' executive management will hold a conference call/webcast to discuss 2003 earnings on January 21, 2004, at 4:00 pm eastern time. The conference call/webcast will be accessible via peoplesbancorp.com under the "Investor Relations" section. The phone number for call-in listeners will be published in Peoples' 2003 earnings statement to be released on January 20, 2004. 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. END OF RELEASE -----END PRIVACY-ENHANCED MESSAGE-----