UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 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
Explanatory Note
The purpose of this Form 8-K/A is to amend the Current Report on Form 8-K filed
by Peoples Bancorp Inc. ("Peoples") on September 16, 2004 (the "September 16,
2004 Form 8-K") to provide the estimates required to be reported under Item
2.05, which were omitted, as permitted by the rules, from Peoples' September 16,
2004 Form 8-K.
Section 2 - Financial Information
Item 2.05 Costs Associated with Exit or Disposal Activities
On September 10, 2004, 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.
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 of approximately $100,000 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 employee termination
benefits to be paid in cash.
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.
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
required.
b) Pro forma financial information No response required.
c) Exhibits
Exhibit
Number Description Exhibit Location
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99 News Release issued by Incorporated herein by reference
Peoples bancorp Inc. on to Exhibit 99 to Peoples' Current
September 10, 2004 Report on Form 8-K filed
September 16, 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
EXHIBIT INDEX
Exhibit
Number Description Exhibit Location
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99 News Release issued by Incorporated herein by reference
Peoples Bancorp Inc. on to Exhibit 99 to Peoples' Current
September 10, 2004 Report on Form 8-K filed
September 16, 2004