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
26, 2007
(April
23, 2007)
PEOPLES
BANCORP
INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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138
Putnam Street, P.O. Box 738, Marietta,
Ohio 45750-0738
(Address
of principal executive offices) (Zip Code)
(740)
373-3155
(Registrant's
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.02. Termination of a Material Definitive
Agreement.
In
2002,
Peoples Bancorp Inc. ("Peoples") formed PEBO Capital Trust II, a Delaware
statutory business trust ("PEBO Capital Trust II"), for the purpose of
participating in a pool of corporation-obligated mandatorily redeemable capital
securities (the "Capital Securities" or "Trust Preferred Securities") with
100%
of the common equity (the "Common Securities") in PEBO Capital Trust II owned
by
Peoples. The Capital Securities and the Common Securities were issued
by PEBO Capital Trust II under the terms of the Amended and Restated Declaration
of Trust of PEBO Capital Trust II, dated and effective as of April 10, 2002
(the "Declaration"), among Peoples, as the Sponsor; the Administrators named
in
the Declaration; Wilmington Trust Company, as Institutional Trustee and as
Delaware Trustee; and the holders from time to time of the Capital Securities
and the Common Securities. The proceeds from the Capital Securities
and the Common Securities were invested by PEBO Capital Trust II in Floating
Rate Junior Subordinated Debt Securities of Peoples due April 22, 2032 (the
"Debt Securities") under the terms of the Indenture, dated as of April 10,
2002 (the "Indenture"), between Peoples, as Issuer, and Wilmington Trust
Company, as Trustee.
The
Debt
Securities held by PEBO Capital Trust II were the sole assets of PEBO Capital
Trust II. Distributions on the Capital Securities were payable
semiannually at a rate per annum equal to the interest rate being earned
by PEBO
Capital Trust II on the Debt Securities, which was reset semi-annually and
equal
to LIBOR plus 3.70%.
The
Capital Securities issued by PEBO Capital Trust II were guaranteed by Peoples
with respect to distributions and payments upon liquidation, redemption and
otherwise, to the extent provided in the Guarantee Agreement, dated as of
April 10, 2002 (the "Guarantee"), executed and delivered by Peoples, as
Guarantor, and Wilmington Trust Company, as Guarantee Trustee.
The
Debt
Securities held by PEBO Capital Trust II were first redeemable, in whole
or in
part, on April 22, 2007. The Capital Securities were subject to
mandatory redemption, in whole or in part, upon redemption of the Debt
Securities.
As
permitted by the terms of the Indenture, on April 23, 2007 (the first
business day following April 22, 2007), Peoples redeemed all of the Debt
Securities then outstanding in an aggregate principal amount of
$7,217,000. The aggregate redemption price in respect of the Debt
Securities was $7,548,635, which represented 100% of the aggregate principal
amount of the Debt Securities being redeemed plus accrued and unpaid interest
on
such Debt Securities to the redemption date. The interest rate in
respect of the Debt Securities was 9.10% as of the redemption
date. The Indenture will be satisfied and discharged in accordance
with its terms as a result of the redemption of the Debt
Securities.
Following
the redemption of all of the Debt Securities by Peoples, the proceeds from
the
redemption payment were concurrently applied to redeem, on April 23, 2007,
all
of the outstanding Capital Securities in the aggregate liquidation amount
of
$7,000,000 and all of the outstanding Common Securities in the aggregate
liquidation amount of $217,000, which had been issued by PEBO Capital Trust
II. The aggregate redemption price in respect of the Common
Securities was $7,321,663, which represented 100% of the aggregate liquidation
amount of the Common Securities being redeemed plus accrued and unpaid interest
on such Common Securities to the redemption date. The aggregate
redemption price in respect of the Capital Securities was $226,972, which
represented 100% of the aggregate liquidation amount of the Capital Securities
being redeemed plus accrued and unpaid interest on such Capital Securities
to
the redemption date. PEBO Capital Trust II will be dissolved in
accordance with the terms of the Declaration as a result of the redemption
of
all of the Common Securities and all of the Capital Securities issued by
PEBO
Capital Trust II.
In
accordance with its terms, the Guarantee terminated upon full payment of
the
redemption price of all of the Capital Securities issued by PEBO Capital
Trust
II.
Wilmington
Trust Company is also a party to the following agreements related to the
Series
B 8.62% Capital Securities, due May 1, 2029, of PEBO Capital Trust I, a
Delaware statutory business trust formed by Peoples in 1999:
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·
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Indenture,
dated as of April 20, 1999 between Peoples, as Issuer, and Wilmington
Trust Company, as Debenture Trustee, relating to 8.62% Junior Subordinated
Deferrable Interest Debentures due May 1,
2029
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·
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Amended
and Restated Declaration of Trust of PEBO Capital Trust I, dated
and
effective as of April 20, 1999, among Peoples, as Sponsor and
Debenture Issuer, the Administrative Trustees named therein and
Wilmington
Trust Company, as Delaware Trustee and Property
Trustee
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·
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Series
B Capital Securities Guarantee Agreement, dated as of September 23,
1999, between Peoples, as Guarantor, and Wilmington Trust Company,
as
Capital Securities Guarantee
Trustee
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Item
2.02. Results of Operations and Financial
Condition.
On
April 26, 2007, Peoples issued a news release reporting unaudited
consolidated financial results for the first quarter ended March 31,
2007. A copy of the April 26, 2007 news release is included with
this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by this reference.
The
information contained in this Item 2.02 and Exhibit 99.1 included with
this Current Report on Form 8-K, is being furnished pursuant to
Item 2.02 and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except
as
otherwise stated in such filing.
Item
9.01. Financial Statements and Exhibits.
(a) - (c) Not
applicable.
(d) Exhibits:
Exhibit
No. Description
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99.1
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News
Release issued by Peoples Bancorp Inc. on April 26, 2007
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[Remainder
of page intentionally left blank;
signature
on following page.]
SIGNATURE
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.
Dated: April
26, 2007
By:
/s/ MARK F. BRADLEY
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Mark
F.
Bradley
President and Chief Executive Officer
Peoples
Bancorp Inc.
Current
Report on Form 8-K
Dated
April 26, 2007
INDEX
TO EXHIBITS
Exhibit
No. Description
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99.1
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News
Release issued by Peoples Bancorp Inc. on April 26, 2007
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