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): December 3, 2004
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PEOPLES BANCORP INC.
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(Exact name of Registrant as specified in its charter)
Ohio 0-16772 31-0987416
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(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
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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
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In a Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 16, 2004 (the "September 16, 2004 Form 8-K"), Peoples
Bancorp Inc. ("Peoples") disclosed its intention to consolidate some of the
full-service banking offices of its subsidiary Peoples Bank, National
Association ("Peoples Bank") following the completion of the proposed
acquisition by Peoples Bank of two full-service banking offices in the Ashland,
Kentucky area (the "Advantage Offices") from Advantage Bank, a subsidiary of
Camco Financial Corporation.
On December 6, 2004, Peoples issued a news release (the "Release")
announcing that Peoples Bank had completed the acquisition from Advantage Bank,
as of the close of business on December 3, 2004. A copy of the Release is
attached as Exhibit 99 to this Current Report on Form 8-K.
Peoples also announced in the Release that concurrent with the
completion of the acquisition, Peoples Bank has consolidated some of its
Ashland-area offices. The Peoples Bank location at 747 Bellefonte Road in
Flatwoods, Kentucky and the newly-acquired Advantage Office at 1640 Carter
Avenue in downtown Ashland were consolidated into nearby Peoples Bank offices at
the close of business on December 3, 2004. The Peoples Bank office at 1410 Eagle
Drive in Cedar Knoll, Kentucky will no longer serve customers after the close of
business on December 27, 2004. Clients will be redirected to Peoples Bank's
newly-acquired office located at 6601 US Route 60 in Summit, Kentucky.
As previously disclosed in the September 16, 2004 Form 8-K, as amended,
management expects Peoples to incur costs of approximately $100,000 in the
fourth quarter of 2004 relating to the write down to fair value of the bank
premises of the Flatwoods and Cedar Knoll offices and the recognition of
employee termination benefits to be paid in cash.
Section 8 - Other Events
Item 8.01 Other Events
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On December 6, 2004, Peoples issued the Release, announcing that Peoples
Bank had completed the acquisition, as of the close of business on December 3,
2004, of two full-service banking offices in the Ashland, Kentucky area from
Advantage Bank. In the September 16, 2004 Form 8-K, Peoples had reported the
news release issued on September 10, 2004 announcing the signing by Peoples Bank
of a definitive agreement to purchase the two Advantage Offices located at 1640
Carter Avenue in downtown Ashland and 6601 US Route 60 in Summit, Kentucky.
In the acquisition, Peoples Bank acquired approximately $43 million of
loans at book value and approximately $63 million of deposits, as well as the
real property of the Advantage Offices at book value of $1.3 million. Peoples
Bank paid a premium of 10.21%, or $6.5 million in cash, in assuming the
deposits.
Concurrent with the completion of the acquisition, Peoples Bank has
consolidated some of its Ashland-area offices. The Peoples Bank location at 747
Bellefonte Road in Flatwoods, Kentucky and the newly-acquired Advantage Office
at 1640 Carter Avenue in downtown Ashland were consolidated into nearby Peoples
Bank offices at the close of business on December 3. The Peoples Bank office at
1410 Eagle Drive in Cedar Knoll will no longer serve customers after the close
of business on December 27, 2004. Clients will be redirected to Peoples Bank's
newly-acquired office located at 6601 US Route 60 in Summit, Kentucky.
A copy of the 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
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99 News Release issued by Peoples Bancorp Inc. on
December 6, 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: December 9, 2004 By:/s/ 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
December 6, 2004