SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
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[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[ ]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[X]Soliciting Material Under Rule 14a-12
PEOPLES BANKCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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[LOGO OF COMMUNITY BANK SYSTEM, INC.
PRESS RELEASE
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COMMUNITY BANK SYSTEM, INC.
5790 Widewaters Parkway, DeWitt, New York 13214
For further information please contact:
Sanford A. Belden, President and Chief Executive Officer
Tel: (315) 445-7304
FOR IMMEDIATE RELEASE
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COMMUNITY BANK SYSTEM, INC. AND PEOPLES BANKCORP, INC.
AGREE TO MERGE IN A $4.2 MILLION CASH PURCHASE
DeWitt, N.Y. and Ogdensburg, N.Y. - May 7, 2003 -- Community Bank System, Inc.
(NYSE: CBU) and Peoples Bankcorp, Inc. (PBI) jointly announce that they have
signed a definitive agreement for CBU to acquire all the stock of PBI and to
merge Peoples Bankcorp, Inc. into Community Bank System, Inc. PBI's single
branch in Ogdensburg, New York, will be operated as a branch of Community Bank,
N.A., CBU's principal subsidiary, as part of its network of branches in
Ogdensburg and Northern New York.
CBU is a registered bank holding company with $3.4 billion in assets, based in
the Syracuse suburb of DeWitt, New York, and PBI is a $29 million-asset savings
and loan holding company headquartered in Ogdensburg, New York, whose principal
banking subsidiary is Ogdensburg Federal Savings and Loan Association. Pursuant
to the definitive agreement, CBU will pay $30 in cash for each outstanding
common share of PBI for a total purchase price of approximately $4.2 million.
COMMUNITY BANK SYSTEM, INC. 2
PRESS RELEASE
MAY 7, 2003
PAGE 2 OF 3
Robert E. Wilson, President and Chief Executive Officer of Peoples Bankcorp,
Inc. stated "We are looking forward to merging with Community Bank System, Inc.
PBI subsidiary Ogdensburg Federal Savings and Loan was organized in May 1888 and
presently has a staff of seven, who will be retained with the exception of Mr.
Wilson who stated he will retire upon the completion of the merger after being
President/CEO of the Savings and Loan for over forty years."
Sanford A. Belden, President and Chief Executive Officer of CBU, stated, "We are
pleased to add Ogdensburg Federal Savings and Loan to our strong network of
branches in Ogdensburg and throughout Northern New York. They have operated in
that market for a very long time, and we anticipate continuing to serve their
customers, as well as existing CBNA customers, out of their facility. Ogdensburg
customers will benefit from CBNA's greater array of financial products and
services while continuing to be served by familiar staff in that branch."
Mr. Belden went on to say, "We expect the transaction to be immediately
accretive to operating earnings per share. It is expected to close in the third
quarter of 2003, pending approval by shareholders of both PBI and CBU and after
regulatory review."
Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company
based in DeWitt, N.Y. with $3.4 billion in assets. Its wholly-owned banking
subsidiary, Community Bank, N.A. (http://www.communitybankna.com), is the third
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largest community banking franchise headquartered in Upstate New York, having
116 customer facilities and 85 ATMs stretching diagonally from Northern New York
to the Southern Tier, west to Lake Erie, and in Northeastern Pennsylvania. Other
subsidiaries within the CBU family are Elias Asset Management, Inc., an
investment management firm based in Williamsville, N.Y.; Benefit Plans
Administrative Services, Inc. (BPA), a pension administration and consulting
firm located in Utica, N.Y., serving sponsors of defined benefit and defined
contribution plans; and Community Investment
COMMUNITY BANK SYSTEM, INC. 3
PRESS RELEASE
MAY 7, 2003
PAGE 3 OF 3
Services, Inc. (CISI), a broker-dealer delivering financial products, including
mutual funds, annuities, individual stocks and bonds, and long-term health care
and other selected insurance products, from various locations within Community
Bank's branch system and from offices in Jamestown and Lockport, N.Y.
Shareholders of PBI, and other investors are urged to read the proxy statement
that will be filed with the SEC in connection with the merger. It will contain
important information about CBU, PBI, the merger, the persons soliciting proxies
in the merger and their interests in the merger and related matters. After it is
filed with the SEC, the proxy statement will be available free of charge on the
SEC's web site (www.sec.gov). The proxy statement and such other documents may
also be obtained from PBI by directing such requests to Peoples Bankcorp, Inc.
Attention: Robert Wilson, 825 State Street, P.O. Box 326, Ogdensburg, New York
13669, tel: (315) 393-4340.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of l995 with respect to the anticipated
effects of the merger. The following factors, among others, could cause the
actual results of the merger to differ materially from the parties'
expectations: the satisfaction of contingencies for closing the merger,
including regulatory and shareholder approval; the successful integration of
operations of PBI and Ogdensburg Federal Savings and Loan into those of CBU and
Community Bank, N.A.; competition; changes in economic conditions, interest
rates and financial markets; and changes in legislation or regulatory
requirements. Neither CBU or PBI assumes any duty to update forward-looking
statements.
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