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): November 24, 2008 (November
21, 2008)
 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
No.)
|
|
138
Putnam Street, PO Box 738
|
||
|
Marietta,
Ohio
|
45750
|
|
|
(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))
|
1
Item 8.01 – Other
Events
As disclosed in a Current Report on
Form 8-K dated November 13, 2008 and filed on November 14, 2008, the Board of
Directors of Peoples Bancorp Inc. (“Peoples”) determined that it is in the best
interests of Peoples and its shareholders to call a Special Meeting of
Shareholders (the “Special Meeting”) for the purpose of considering and voting
on the adoption of a proposed amendment to Peoples’ Amended Articles of
Incorporation to authorize Peoples to issue preferred shares (the “Proposed
Amendment”), which would permit Peoples to participate in the TARP Capital
Purchase Program established by the United States Department of the Treasury
under the Emergency Economic Stabilization Act of 2008.
On
November 13, 2008, Peoples filed with the Securities and Exchange Commission
(the “SEC”) preliminary copies of the Letter to Shareholders, Notice of Special
Meeting of Shareholders, Proxy Statement and form of proxy (collectively, the
“Proxy Materials”) to be furnished to the shareholders of Peoples in connection
with the solicitation of proxies by the Board of Directors to vote at the
Special Meeting. The definitive Proxy Materials were to be released
to Peoples’ shareholders at such time and in such manner as would satisfy
applicable laws, rules and regulations, including those of the SEC and The
NASDAQ Stock Market LLC (“NASDAQ”), the stock exchange on which the common
shares of Peoples are listed.
On
November 21, 2008, Peoples determined that copies of the version of the Proxy
Materials for the Special Meeting, which had been filed with the SEC as
preliminary Proxy Materials, had been inadvertently mailed to certain
shareholders of Peoples who hold their common shares in “street name” through a
broker, a financial institution or another
nominee. Shareholders who receive a copy of Proxy Materials
dated November 24, 2008 in respect of a Special Meeting to be held on December
22, 2008 are advised to disregard those Proxy Materials and dispose of them when
received.
At such
time as it is appropriate under applicable laws, rules and regulations,
including those of the SEC and NASDAQ, Peoples will release definitive Proxy
Materials to shareholders in respect of the Special Meeting at which the
Proposed Amendment will be considered and voted upon and file such definitive
Proxy Materials with the SEC in accordance with the requirements of SEC
Regulation 14A. These definitive Proxy Materials will be clearly
identified as such.
Peoples’
shareholders are urged to read the definitive Proxy Materials in respect of the
Special Meeting at which the Proposed Amendment will be considered and voted
upon when they become available because they will contain important information
about the business to be conducted at such
Special
Meeting.
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: November
24, 2008
|
By: /s/
|
EDWARD
G. SLOANE
|
| Edward G. Sloane | ||
| Chief Financial Officer and Treasurer |
2