-----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, RzZsSm+QjlXeJycspaCRHBDSUnoAUVu+Jj7TY+kiK/KQy7wu9CQfxvK5UdcteT2x VHmYLDXZo2pvlumlwkPmmA== 0000318300-03-000202.txt : 20031229 0000318300-03-000202.hdr.sgml : 20031225 20031229131536 ACCESSION NUMBER: 0000318300-03-000202 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031229 ITEM INFORMATION: Other events FILED AS OF DATE: 20031229 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 031074902 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/A 1 restructure122903.txt REVISED RESTRUCTURE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A 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 29, 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 Peoples Bancorp Inc. (NASDAQ: PEBO) announced today the recent sales of approximately $55 million of mortgage-backed securities. 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 29, 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 29, 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 29, 2003 EX-99 3 ex99_122903.txt REVISED NEWS RELEASE EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: John W. Conlon - --------------------- Chief Financial Officer December 29, 2003 (740) 373-3155 PEOPLES BANCORP INC. RESTRUCTURES PORTION OF INVESTMENT PORTFOLIO --------------------------------------------------------------------- MARIETTA, Ohio - (REVISED news release from December 26, 2003) Peoples Bancorp Inc. (NASDAQ: PEBO) announced today the recent sales of approximately $55 million of mortgage-backed securities due to high rate of prepayments on those securities and the corresponding downward pressure on yields from accelerated amortization of bond premiums. Peoples will reinvest the proceeds from these sales into other mortgage-backed securities that are anticipated to improve the yield on the approximately $53 million net reinvestment by about 100 basis points, resulting in an annualized increase in interest income of approximately $530,000 in 2004, or $0.03 per share after tax. As a result of the restructuring, Peoples will recognize a fourth quarter 2003 pre-tax charge to earnings of $1.9 million, or $0.12 per share after-tax. "This asset restructuring complements our recent prepayment of select long-term liabilities," said Robert E. Evans, Peoples' Chairman and CEO. "While these actions lower current year earnings, we believe it positions Peoples for long-term success." The estimated lives of the securities being purchased will be similar to the estimated lives of the securities that were sold. Approximately $27 million of the reinvestment will settle before year-end 2003, with the remaining reinvestment of approximately $26 million settling in late January 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. Forward-Looking Statements 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 as detailed from time to time in Peoples' 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' business and operations, it is possible that actual results may differ materially from these projections. Peoples disclaims any responsibility to update these forward-looking statements, except as may be required by applicable laws. END OF RELEASE -----END PRIVACY-ENHANCED MESSAGE-----