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): May 6, 2003
PEOPLES BANKCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 0-25217 16-1560886
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
825 State Street, Ogdensburg, New York 13669
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 393-4340
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
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On May 6, 2003, Peoples Bankcorp, Inc. (the "Registrant") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Community Bank
System, Inc. ("CBSI") and PB Acquisition Corp., a wholly-owned subsidiary of
CBSI ("Merger Sub"), pursuant to which Merger Sub will merge with and into the
Registrant (the "Merger"). As a result of the Merger, each outstanding share of
the Registrant's common stock, par value $0.01 per share, will be converted into
the right to receive $30.00 per share in cash. The Merger is conditioned upon,
among other things, approval by the Registrant's shareholders and the receipt of
certain regulatory and governmental approvals. It is anticipated that the
transaction will be completed in the third quarter of 2003.
Pursuant to the Merger Agreement, the Registrant has agreed to pay CBSI a
termination fee of $160,000 in the event the Merger Agreement is terminated
under certain conditions, including the agreement between the Registrant and a
third party to engage in a merger or consolidation.
For more information, reference is made to the Merger Agreement attached as
Exhibit 2.1 hereto and incorporated herein by reference and a Press Release,
dated May 7, 2003, issued by the Registrant and CBSI relating to the Merger,
attached as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit Description
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2.1 Agreement and Plan of Merger dated as of May 6, 2003 by and among
Community Bank System, Inc., PB Acquisition Corp., and Peoples
Bankcorp, Inc. The following schedules and exhibits to the
Merger Agreement are omitted. The Registrant agrees to
supplementally furnish a copy of any omitted exhibits to the
Commission upon request.
Schedules
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3.1(b) Capital Structure of PBI
3.8 Absence of Undisclosed Liabilities
3.12(a) Employee Benefit Plans
3.12(j) Employee Benefit Plans
3.13 Material Contracts
3.14 Legal Proceedings
3.17 Brokers and Finders
5.7(b)(11) Actions Pending the Merger
5.8 Certain Policies
6.3(e) Conditions Precedent to Obligations of CBSI
and Merger Sub.
Exhibits
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A Form of Voting Agreement
99.1 Joint Press Release Dated May 7, 2003
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.
Peoples Bankcorp, Inc.
(Registrant)
Date: May 14, 2003 By:/s/ Robert E. Wilson
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Robert E. Wilson
President and Chief Executive Officer