PEOPLES BANCORP INC. (NASDAQ:PEBO) Files An 8-K Other Events
Item 8.01 Other Events

On October 29, 2018, Peoples Bancorp Inc. (“Peoples”) announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 29, 2018, by and between Peoples and First Prestonsburg Bancshares Inc. (“FPB”). The Merger Agreement calls for FPB to merge into Peoples and for FPB’s wholly owned subsidiary, The First Commonwealth Bank of Prestonsburg Inc., to merge into Peoples’ wholly owned subsidiary, Peoples Bank (the “Merger”).

A copy of the news release announcing the execution of the Merger Agreement is attached as Exhibit 99 to this Current Report on Form 8-K.

Important Additional Information About the Merger

In connection with the proposed transaction, Peoples will file a registration statement on Form S-4 that will include a proxy statement of FPB and a prospectus of Peoples, and Peoples will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will be sent to the shareholders of FPB in advance of the special meeting of shareholders that will be held to consider the proposed Merger. Before making any voting or investment decisions, FPB investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction, because they contain important information about Peoples, FPB and the proposed transaction. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important information about Peoples and FPB, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Peoples will be available free of charge on Peoples’ website at www.peoplesbancorp.com under the tab “Investor Relations” or by contacting Peoples’ Investor Relations Department at: Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The communication is not a substitute for the proxy statement/prospectus that Peoples will file with the SEC and FPB will mail to its shareholders.

Proxy Solicitation

Peoples and FPB and their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from the shareholders of FPB in connection with the Merger. Shareholders may obtain additional information regarding the interests of such participants and other persons who may be deemed participants by reading the proxy statement/prospectus when it becomes available.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. In addition to those risk factors listed in Peoples’ Annual Report on Form 10-K, the following factors could cause the actual results of Peoples’ operations to differ materially from Peoples’ expectations: (i) a failure to satisfy the conditions to closing for the Merger in a timely manner or at all; (ii) failure of the FPB shareholders to approve the Merger; (iii) failure to obtain the necessary regulatory approvals for the proposed Merger or adverse regulatory conditions in connection with such approvals; (iv) disruption to the parties’ businesses as a result of the announcement and pendency of the transaction; and (v) difficulties related to the integration of the businesses following the merger. Peoples does not assume any duty to update forward-looking statements.

Item 9.01Financial Statements and Exhibits

a) – c)

Not applicable.

d) Exhibits

See Index toExhibits below.

INDEX TO EXHIBITS

PEOPLES BANCORP INC Exhibit
EX-99 2 october2018exhibit99.htm EXHIBIT 99 Exhibit Filed by Peoples Bancorp Inc.Pursuant to Rule 425 under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12under the Securities Exchange Act of 1934Subject Company: First Prestonsburg Bancshares Inc.                                   Commission File No. 000-16772 P.O. BOX 738 – MARIETTA,…
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About PEOPLES BANCORP INC. (NASDAQ:PEBO)

Peoples Bancorp Inc. is a financial holding company. The Company is engaged in banking, investment, insurance and trust solutions. The Company operates principally through its subsidiary, Peoples Bank, National Association (Peoples Bank). The Company’s products and services include demand deposit accounts, savings accounts, money market accounts and certificates of deposit. It also offers commercial, consumer and real estate mortgage loans for both commercial and residential purposes, and lines of credit. The Company also offers corporate and personal trust services, safe deposit rental facilities, money orders and cashier’s checks. The Company also offers life, health, property, and casualty insurance, as well as fiduciary, employee benefit plans and asset management services. Peoples Bank’s operating subsidiaries include Peoples Insurance Agency, LLC and over two asset management companies, PBNA, L.L.C. and Peoples Tax Credit Equity, L.L.C.