AUBURN, Ind., March 26, 2008 (PRIME NEWSWIRE) -- Peoples Bancorp ("PFDC") (Nasdaq:PFDC), announced today that its previously announced 1-for-760 reverse split of Peoples Bancorp's common stock to be followed immediately by a 760-for-1 forward split has been completed (the "Split Transaction"). Shareholders holding shares of the Company's capital stock representing the required majority of votes approved the Split Transaction at the Company's annual meeting of shareholders held on March 26, 2008. The Company filed Articles of Amendment of its Articles of Incorporation with the Secretary of State of Indiana to effect the Split Transaction on March 26, 2008, and as a result of the effectiveness of the Split Transaction, registered shareholders holding less than one share of common stock immediately after the effectiveness of the reverse stock split on March 26, 2008, have the right to receive cash at a price of $16.75 per whole pre-split share of common stock held by them immediately prior to the effectiveness of the reverse split. Shareholders holding more than one share of common stock after the reverse split participated in the forward split and therefore continued to hold the same number of shares immediately after the Split Transaction as they did immediately before the Split Transaction.
The Split Transaction has reduced the number of shareholders of record of the Company to less than 300, enabling the Company to terminate its reporting obligations with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The Company expects to file a Form 15 with the Securities and Exchange Commission to cease reporting as a public company on March 26, 2008. As a result of such filing, Peoples will no longer file periodic reports with the SEC, including Forms 10K, 10-Q and 8-K, and the Corporation's shares will be voluntarily delisted from trading on the Nasdaq Global Market. Deregistration of Peoples' common stock with the SEC is expected to become effective within 90 days of filing.
Shareholders entitled to cash payments will be requested to exchange their certificates representing shares of common stock held prior to the reverse stock split for the cash they are entitled to receive. Shareholders will be furnished with necessary materials and instructions to effect such exchange as soon as practicable by the Company's transfer agent. Shareholders should not submit any certificates until requested to do so.
Peoples Bancorp is headquartered at 212 West Seventh Street, Auburn, Indiana. The Corporation offers a full array of banking, trust, and financial brokerage services to its customers through fifteen full service branches located in Indiana and Michigan.
Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist shareholders and potential investors in understanding current and anticipated financial operations of the Corporation and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Corporation's ability to predict future results involves a number of risks and uncertainties, some of which have been set forth in the Corporation's most recent annual report on Form 10-K, which disclosures are incorporated by reference herein. The Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.