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): November 13,
2008
 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
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
Number)
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138
Putnam Street, PO Box 738
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Marietta,
Ohio
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45750
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's telephone number, including area code:
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(740)
373-3155
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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 8.01 – Other
Events
On
November 13, 2008, Peoples Bancorp Inc. (“Peoples”) received notification that
the United States Department of the Treasury (the “U.S. Treasury”) granted
preliminary approval on November 12, 2008 for a capital investment of $39
million through the sale of senior preferred shares to the U.S. Treasury by
Peoples under the U.S. Treasury’s voluntary Capital Purchase Program (“CPP”),
which was created by the U.S. Treasury under the authority provided in the
Emergency Economic Stabilization Act of 2008. The Board of Directors
of Peoples previously approved participation in the voluntary CPP as part of the
Troubled Asset Relief Program (“TARP”) and authorized management to apply for
participation in the CPP up to $39 million, or 3% of Peoples’ total
risk-weighted assets, which is the maximum that Peoples is allowed to receive
under the CPP.
While
both Peoples and its banking subsidiary are currently well above
well-capitalized ratios under applicable regulatory guidelines, management
believes participation in the CPP will allow Peoples to raise additional capital
to support its existing operations and provide Peoples with additional strength
to lend and serve its customers during these uncertain economic
times. The stronger capital position also allows Peoples to better
grow its balance sheet through expansion opportunities that could be presented
in the future.
Peoples
is not currently authorized to issue preferred shares under its Amended Articles
of Incorporation, which is a prerequisite to participate in the
CPP. On October 31, 2008, the Board of Directors adopted a proposed
amendment to Peoples’ Amended Articles of Incorporation to authorize the
issuance of preferred shares, subject to shareholder approval. The
Board of Directors determined it is in the best interests of Peoples and its
shareholders to call a Special Meeting of Shareholders for the purpose of
considering and voting on the adoption of a proposed amendment to Peoples’
Amended Articles of Incorporation.
Peoples’
management believes accessing the TARP capital maintains the company’s
competitive edge from a capital perspective, with a Total Risk-Based Capital
ratio in excess of 16% after the U.S. Treasury’s capital investment, compared to
13.68% at September 30, 2008 and the minimum ratio of 10% required to be
considered a well-capitalized institution.
The Board
of Directors has set the date of the Special Meeting of Shareholders as December
22, 2008, with the close of business on November 10, 2008 as the record date for
determining shareholders entitled to vote at the Special Meeting of
Shareholders. The approval of the holders of at least a majority of
the outstanding common shares of Peoples will be necessary to adopt the proposed
amendment to Peoples’ Amended Articles of Incorporation.
The
voluntary CPP and TARP are designed to restore stability to the U.S. financial
system. The U.S Treasury’s term sheet describing the CPP as
well as forms of the documentation to be executed by publicly-traded financial
institutions, such as Peoples, participating in the CPP, are available on their
website at http://www.ustreas.gov.
Peoples
will file a proxy statement and the other materials with the SEC in connection
with the Special Meeting of Shareholders. Peoples’ shareholders
are urged to read the proxy statement and these other materials when they become
available because they will contain important information about the business to
be conducted at the Special Meeting of Shareholders.
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.
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PEOPLES BANCORP
INC.
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Date: November
13, 2008
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By:
/s/
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EDWARD G.
SLOANE
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| Edward G. Sloane | |||
| Chief Financial Officer and Treasurer |
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