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 16, 2007 (April 12,
2007)
PEOPLES
BANCORP INC.
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(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, PO Box 738, Marietta, Ohio
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45750-0738
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(Address
of principal executive offices)
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(Zip
Code)
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(740)
373-3155
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
2.02.
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Results
of Operations and Financial Condition.
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and
Item
7.01.
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Regulation
FD Disclosure.
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On
April
12, 2007, Peoples Bancorp Inc. (“Peoples”) held its 2007 Annual Meeting of
Shareholders (the “2007 Annual Meeting”). During the 2007 Annual Meeting,
Peoples’ 2006 results of operations and financial performance were reviewed. A
copy of the PowerPoint slide presentation that Peoples used at the 2007 Annual
Meeting is included with this Current Report as Exhibit 99.1 and incorporated
herein by reference solely for purposes of this Item 2.02 and Item 7.01
disclosure. Peoples has posted the PowerPoint slide presentation on its website
at www.peoplesbancorp.com under the “Investor Relations” section.
The
information contained in this Item 2.02 and Item 7.01 disclosure and Exhibit
99.1 included with this Current Report, is being furnished pursuant to Item
2.02
and Item 7.01 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.
On
April
12, 2007, Peoples held its 2007 Annual Meeting. At the 2007 Annual Meeting,
David L. Mead, Robert W. Price, Paul T. Theisen and Thomas J. Wolf were
re-elected by the shareholders as directors of Peoples for three-year terms
expiring in 2010. On April 16, 2007, Peoples issued a news release announcing
the re-election of Messrs. Mead, Price, Theisen and Wolf at the 2007 Annual
Meeting. A copy of the April 16, 2007 news release is included with this
Current
Report as Exhibit 99.2 and incorporated herein by reference.
In
April
16, 2007 news release, Peoples also announced that it will release its first
quarter 2007 earnings before the market opens on April 26, 2007, and conduct
a
facilitated conference call to discuss first quarter results of operations
at
11:00 a.m., Eastern Daylight Time, on that same date.
Certain
statements in this Current Report, including Exhibits 99.1 and 99.2 included
with this Current Report, which are not historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act, Section
21E
of the Exchange Act, 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 financial
institutions or from non-financial institutions which may increase
significantly; (2) changes in the interest rate environment which may adversely
impact interest margins; (3) prepayment speeds, loan originations and sale
volumes, charge-offs and loan loss provisions which may be less favorable
than
expected; (4) general economic conditions which may be less favorable than
expected; (5) political developments, wars or other hostilities which may
disrupt or increase volatility in securities markets or other economic
conditions; (6) legislative or regulatory changes or actions may adversely
affect the business of Peoples or its subsidiaries; (7) changes in the
conditions and trends in the securities markets; (8) a delayed or incomplete
resolution of regulatory issues that could arise; (9) the impact of reputational
risk created by the developments discussed above on such matters as business
generation and retention, funding and liquidity; (10) the costs and effects
of
regulatory and legal developments, including the outcome of regulatory or
other
governmental inquiries and legal proceedings and results of regulatory
examinations; and (11) 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. All forward-looking statements speak
only as
of the execution date of this Current Report 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 update these
forward-looking statements to reflect events or circumstances after the date
of
this Current Report or to reflect the occurrence of unanticipated events
except
as may be required by applicable legal requirements.
Item
9.01.
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Financial
Statements and Exhibits.
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99.1
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PowerPoint
slide presentation used by Peoples Bancorp Inc. at the 2007 Annual
Meeting
of Shareholders held on April 12,
2007
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99.2
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News
Release issued by Peoples Bancorp Inc. on April 16,
2007
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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.
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PEOPLES
BANCORP INC.
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Date:
April 16, 2007
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/s/
By:
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CAROL
A. SCHNEEBERGER
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Carol
A. Schneeberger
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Executive
Vice President and Chief Financial Officer
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INDEX
TO EXHIBITS
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PowerPoint
slide presentation used by Peoples Bancorp Inc. at the 2007 Annual
Meeting
of Shareholders held on April 12,
2007
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News
Release issued by Peoples Bancorp Inc. on April 16,
2007
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5