Filed by: Peoples Bancorp Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Kentucky Bancshares Incorporated
(Registration Statement No. 333-103670)
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Jack Conlon
--------------------- Chief Financial Officer
March 13, 2003 (740) 373-3155
PEOPLES BANCORP INC. AUTHORIZES REPURCHASE OF COMMON STOCK
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Peoples also to hold conference call tomorrow to discuss 2003 earnings outlook
MARIETTA, Ohio - The Board of Directors of Peoples Bancorp Inc.
(Nasdaq: PEBO) today adopted a resolution authorizing the repurchase of up to
300,000 (or approximately 3% 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, a portion of the consideration to be paid in common shares of Peoples for
the Kentucky Bancshares Incorporated acquisition, 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 is effective immediately and
will expire December 31, 2003.
Peoples also announced it will hold a conference call to discuss its
recent release regarding first quarter and 2003 earnings. The conference call
will be held Friday, March 14, 2003, at 9:00 a.m. eastern standard time, with
members of Peoples' executive management participating. The conference call,
consisting of brief opening remarks followed by a question and answer period, is
open to the public; however, management asks that questions be limited to
investors, investment analysts, and interested members of the media. To
participate in the call, please dial (877) 735-0939 approximately five minutes
before the scheduled start of the conference call. A complete transcript of the
conference call will be placed on peoplesbancorp.com, in the "Investor
Relations" section under "Conference Call Transcripts."
PEOPLES BANCORP HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A
REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS REGARDING THE PROPOSED
BUSINESS COMBINATION TRANSACTION REFERENCED IN THIS NEWS RELEASE. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SECURITIES OF PEOPLES BANCORP. KENTUCKY BANCSHARES SHAREHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. A DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL BE
SENT TO STOCKHOLDERS OF KENTUCKY BANCSHARES SEEKING THEIR APPROVAL OF THE
PROPOSED TRANSACTION. SHAREHOLDERS OF KENTUCKY BANCSHARES MAY OBTAIN A FREE COPY
OF THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS (WHEN IT IS
AVAILABLE) AND OTHER DOCUMENTS FILED BY PEOPLES BANCORP WITH THE COMMISSION AT
THE COMMISSION'S WEB SITE AT WWW.SEC.GOV (THIS UNIFORM RESOURCE LOCATOR, OR URL,
IS AN INACTIVE TEXTUAL REFERENCE ONLY). THE PROXY STATEMENT/PROSPECTUS AND THESE
OTHER DOCUMENTS MAY ALSO BE OBTAINED WITHOUT CHARGE BY KENTUCKY BANCSHARES
SHAREHOLDERS BY DIRECTING A REQUEST TO PEOPLES BANCORP INC., 138 PUTNAM STREET,
P.O. BOX 738, MARIETTA, OHIO 45750, ATTN.: INVESTOR RELATIONS.
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Peoples Bancorp Inc., a diversified financial products and services
company with $1.6 billion in assets, makes available a complete line of banking,
investment, insurance, and trust solutions through Peoples Bank's 45 offices and
30 ATMs in Ohio, West Virginia, and Kentucky. 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
and its on online banking capabilities at www.peoplesbancorp.com.
END OF RELEASE