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): April 27, 2005
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
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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))
ITEM 8.01 OTHER EVENTS
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On April 27, 2005, management of Peoples Bank, National Association ("Peoples
Bank"), a wholly owned subsidiary of Peoples Bancorp Inc. ("Peoples"),
determined that an impairment charge of $500,000 to specific commercial loans
was required in its financial statements for the first quarter of 2005. The
charge, which will increase the provision for loan losses for the three months
ended March 31, 2005 from amounts reported on April 21, 2005, relates to an
aggregate principal balance of approximately $2.7 million on loans to two
commonly controlled commercial borrowers. The guarantors of the loans have
recently filed for personal bankruptcy, which was discovered subsequent to
Peoples' April 21, 2005 news release reporting its consolidated results of
operations and financial condition for the quarter ended March 31, 2005. The
after tax reduction to net income previously reported is expected to be
approximately $366,000, or approximately $0.04 per diluted share.
Management believes that there is a reasonable likelihood that the borrowers
will be unable to meet the repayment terms of the loans absent the guarantees.
The loans are secured by liens on commercial real estate, equipment, and
accounts receivable, but based on the limited data available at this time, the
collateral value is considered to be insufficient to cover the outstanding
principal and interest receivable balances on the loans. As of the date of this
filing, the borrowers are current in the payment of their obligations and in
compliance with the original terms of the loans. The loans are expected to be
placed on nonaccrual status during the second quarter of 2005.
The level of the provision made in connection with the loans reflects the amount
necessary to maintain the allowance for loan losses at an adequate level, based
upon Peoples Bank's current analysis of probable losses in its loan portfolio,
with respect to loans held at March 31, 2005. Since this impairment was recently
discovered, Peoples Bank management is continuing to evaluate the financial
condition of the borrowers and guarantors and the value of the collateral. The
impairment charge is based on management's estimate considering information
currently available. The actual impairment charge will depend on the value of
the collateral ultimately realized and may differ materially from management's
current estimate.
To date, Peoples Bank has not incurred any out-of-pocket expenditures (including
legal and accounting fees) in connection with the resolution of these loans. The
actual amount of such expenditures could vary, depending on the length of time,
and number of hours of professional assistance required to finally resolve the
loans, the nature of the proceedings in which the loans are resolved, and other
factors not susceptible to current estimation, but are currently not expected to
be material.
FORWARD-LOOKING STATEMENTS
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Certain statements in this Form 8-K which are not historical fact are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. Words such as
"expects," "believes", "plans", "will", "would", "should", "could" and similar
expressions are intended to identify these forward-looking statements but are
not the exclusive means of identifying such statements. Forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially. Factors that might cause such a difference include, but
are not limited to:
(1) competitive pressures among depository institutions increase
significantly;
(2) changes in the interest rate environment reduce
interest margins;
(3) prepayment speeds, loan originations and sale volumes, charge offs and
loan loss provisions are less favorable than expected;
(4) changes in information currently available, including, but not limited
to, market value risks;
(5) changes and trends in the securities
markets; and
(6) other risk factors relating to the banking industry or Peoples as
detailed from time to time in Peoples' reports filed with the
Securities and Exchange Commission ("SEC").
All forward-looking statements speak only as of the execution date of this Form
8-K and are expressly qualified in their entirety by the cautionary statements.
Although management believes the expectations in these forward-looking
statements are based on reasonable assumptions within the bounds of management's
knowledge of Peoples' business and operations, it is possible that actual
results may differ materially from these projections. Additionally, Peoples
undertakes no obligation to release revisions to these forward-looking
statements to reflect events or circumstances after the date of this Form 8-K.
Copies of documents filed with the SEC are available free of charge at the SEC
website at http://www.sec.gov and/or from Peoples' website.
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: May 3, 2005 By: /s/ MARK F. BRADLEY
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Mark F. Bradley
President and Chief Operating Officer