-----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, L5mK/7wcA4D3eZs7Te2Dpld7fqt7Py0hhMYUqBYfS5xmYKcXaU0sCR7ZKr+b3bQM NI4HwdroPDPImbvCm1CZRg== 0000318300-06-000080.txt : 20060420 0000318300-06-000080.hdr.sgml : 20060420 20060420111658 ACCESSION NUMBER: 0000318300-06-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060420 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 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: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16772 FILM NUMBER: 06769030 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 form8ksouthshore.txt SOUTH SHORE CLOSING UNITED STATES 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): April 20, 2006 -------------- PEOPLES BANCORP INC. ----------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio 0-16772 31-0987416 - ----------------------------- ------------------ ------------------------ (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 138 Putnam Street, PO Box 738 Marietta, Ohio 45750-0738 ------------------------------------------ ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 373-3155 --------------- Not applicable --------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Index to Exhibits on Page 3 Section 8 - Other Events Item 8.01 Other Events. On April 20, 2006 Peoples Bancorp Inc. issued a news release announcing the agreement to sell its South Shore, Kentucky banking office. A copy of the news release is attached as Exhibit 99 to this Current Report on Form 8-K. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits a) Financial statements of businesses acquired No response required. b) Pro forma financial information No response required. c) Exhibits Exhibit Number Description - ---------------------- ---------------------------------------------- 99 News Release issued by Peoples Bancorp Inc. on April 20, 2006 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. PEOPLES BANCORP INC. Date: April 20, 2006 By:/s/ MARK F. BRADLEY ------------------------------------- Mark F. Bradley President and Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description - ---------------------- ---------------------------------------------- 99 News Release issued by Peoples Bancorp Inc. on April 20, 2006 EX-99 2 exhibit99southshore.txt SOUTH SHORE NEWS RELEASE EXHIBIT 99 PEOPLES BANCORP INC. - P.O. BOX 738 - MARIETTA, OH 45750 www.peoplesbancorp.com NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Mark F. Bradley - --------------------- President and Chief Executive Officer April 20, 2006 (740) 373-3155 PEOPLES BANK TO SELL BANKING OFFICE IN SOUTH SHORE, KENTUCKY --------------------------------------------------------------------- MARIETTA, Ohio - Peoples Bank, National Association, a wholly-owned subsidiary of Peoples Bancorp Inc. (NASDAQ: PEBO), announced today that it has agreed to sell its South Shore, Kentucky banking office to American Savings Bank, fsb. American Savings Bank, fsb, is the principal subsidiary of ASB Financial Corp. headquartered in Portsmouth, Ohio. "This action is consistent with our strategic plan to optimize our branch network for better growth opportunities," said Mark F. Bradley, Peoples Bancorp's President and Chief Executive Officer. "We look forward to continuing to serve our customers in Boyd, Greenup and Carter counties through our other Kentucky offices." Peoples Bank also has full-service offices in Ashland, Russell, Greenup, Summit, and Grayson, Kentucky. Under terms of the purchase and assumption agreement, American Savings Bank, fsb has agreed to pay a 5% premium, or approximately $300,000 in cash, for South Shore's $6 million in deposits. In addition, American Savings Bank, fsb will acquire fixed assets at book value and $1 million of loans. The transaction, which is subject to regulatory approval, is expected to be completed on or before September 30, 2006. "The acquisition of the South Shore branch will only help to serve our current customers better and is a natural progression of expansion for American," said Robert M. Smith, President and CEO of American Savings Bank, fsb. "The South Shore market is very similar to the needs of the Portsmouth, Waverly and Wheelersburg markets. Our experiences in southern Ohio will help to make our progression into Northern Kentucky both seamless and successful." ASB Financial Corp. is traded under the symbol ASBN on www.pinksheets.com and more information can be found on American Savings Bank, fsb at www.asbportsmouth.com. Peoples Bancorp Inc. ("Peoples"), a diversified financial products and services company with $1.9 billion in assets, makes available a complete line of banking, investment, insurance, and trust solutions through 48 locations and 34 ATMs in Ohio, West Virginia and Kentucky. Peoples' financial service units include Peoples Bank, Peoples Financial Advisors (a division of Peoples Bank) and Peoples Insurance Agency, Inc. Peoples' common shares are traded on the NASDAQ national market under the symbol "PEBO", and Peoples is a member of the Russell 3000 index of US publicly traded companies. Learn more about Peoples at www.peoplesbancorp.com. END OF RELEASE Safe Harbor Statement: This press release may contain certain forward-looking statements with respect to Peoples' financial condition, results of operations, plans, objectives, future performance and business. 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," "will," "would," "should," "could" and similar expressions are forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment impact interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions adversely affect Peoples' business; (7) changes and trends in the securities markets; (8) a delayed or incomplete resolution of regulatory issues; (9) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity; (10) the outcome of regulatory and legal proceedings and (11) other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the Securities and Exchange Commission ("SEC"). Peoples undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Copies of documents filed with the SEC are available free of charge at the Commission's website at http://www.sec.gov and/or from Peoples' website. -----END PRIVACY-ENHANCED MESSAGE-----