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): September 10, 2004
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PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
Ohio 0-16772
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(State or other jurisdiction (Commission File
of incorporation) Number)
31-0987416
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(I.R.S. Employer
Identification Number)
138 Putnam Street, PO Box 738
Marietta, Ohio 45750-0738
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 373-3155
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Not applicable
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(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 4
Section 2 - Financial Information
Item 2.05 Costs Associated with Exit or Disposal Activities
On September 10, 2004, Peoples Bancorp Inc. ("Peoples") issued a news
release announcing its intention to consolidate some of the full-service
banking offices of its subsidiary, Peoples Bank, National Association
("Peoples Bank"), in the Ashland, Kentucky area during the fourth quarter
of 2004 and concurrent with the completion of the proposed acquisition of
two full-service banking offices in the Ashland, Kentucky area from
Advantage Bank, a subsidiary of Camco Financial Corporation. Subject to
the satisfaction of applicable banking regulations, Peoples Bank intends
to close its offices at 1410 Eagle Drive outside Ashland, Kentucky, and
747 Bellefonte Road in Flatwoods, Kentucky, during the fourth quarter of
2004 due to their close proximity to existing and to-be-acquired offices,
as well as sales activity at the offices. In addition, Peoples Bank does
not plan to operate the to-be-acquired banking office of Advantage Bank at
1640 Carter Avenue in downtown Ashland. A copy of the news release is
attached as Exhibit 99 to this Current Report on Form 8-K.
The banking office closures are subject to not only the satisfaction of
applicable banking regulations but also the completion of the acquisition
of the two banking offices from Advantage Bank. Management expects Peoples
to incur costs in the fourth quarter of 2004 relating to the write down to
fair value of the bank premises of the two existing offices to be closed
and the recognition of any employee termination benefits to be paid in
cash. While it is likely these costs could be material to Peoples' results
of operations, management is unable to make a good faith estimate of the
amount of these costs.
Section 8 - Other Events
Item 8.01 Other Events
On September 10, 2004, Peoples issued a news release announcing the
signing of a definitive agreement by its subsidiary, Peoples Bank, to
acquire two full-service banking offices in the Ashland, Kentucky area
from Advantage Bank. The offices are located at 1640 Carter Avenue in
downtown Ashland (which Peoples Bank does not plan to operate following
completion of the acquisition) and 6601 US Route 60 just outside Ashland.
Under the terms of the agreement, Peoples Bank has agreed to pay $6.6
million in cash in acquiring approximately $65 million of deposits, the
fixed assets of the banking offices and approximately $45 million of loans
at book value. A copy of the news release is attached as Exhibit 99 to
this Current Report on Form 8-K.
Please also see the discussion in "Item 2.05 Costs Associated with Exit or
Disposal Activities" of this Current Report on Form 8-K related to
Peoples' intentions to consolidate some of the full-service banking
offices of Peoples Bank in the Ashland, Kentucky area following the
completion of the acquisition from Advantage Bank and subject to the
satisfaction of applicable banking regulations.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
a) Financial statements of businesses acquired
No response equired.
b) Pro forma financial information
No response required.
c) Exhibits
Exhibit Number Description
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99 News Release issued by Peoples Bancorp Inc.
on September 10, 2004
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: September 16, 2004 By: MARK F. BRADLEY
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Mark F. Bradley
President and Chief Operating Officer
INDEX TO EXHIBITS
Exhibit Number Description
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99 News Release issued by Peoples Bancorp Inc.
on September 10, 2004