-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqTddQZAdobLto/sXEuPC/APBb3wr4cLl0ovzOEusED0ke6u24pVYOGE5/F1ffrs 5d+ZNRdHRtuWoko38txCDw== 0000887919-03-000014.txt : 20030224 0000887919-03-000014.hdr.sgml : 20030224 20030224170142 ACCESSION NUMBER: 0000887919-03-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030224 ITEM INFORMATION: Other events FILED AS OF DATE: 20030224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER FINANCIAL BANCORP INC CENTRAL INDEX KEY: 0000887919 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611206757 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20908 FILM NUMBER: 03577909 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 8-K 1 pfbi8k022403.txt 8-K DATED FEBRUARY 24, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) February 24, 2003 Premier Financial Bancorp, Inc. (Exact name of registrant as specified in its charter) -------------------------------------------------------- Kentucky 0-20908 61-1206757 --------------------- --------------------- ------------------------ (State or other juris- (Commission File No.) (IRS Employer Identi- diction of corporation) fication No.) 2883 Fifth Avenue Huntington, West Virginia 25702 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 525-1600 --------------------- Not Applicable ---------------------------------------------------------------------------- (Former name or former address, if changes since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events On February 24, 2003, Premier Financial Bancorp, Inc. (Premier) issued a news release announcing that it intends to redeem $3,000,000 (120,000 shares) of its PFBI Capital Trust 9.75% Preferred Securities ("Trust Preferred Securities") as of March 31, 2003. Premier also announced that the first quarter distribution on the remaining Trust Preferred Securities scheduled for March 31, 2003, as well as future distributions on the Trust Preferred Securities, will be deferred. The announcement by Premier follows the denial by the Federal Reserve Bank of Cleveland of a request by Premier to resume the distributions. Premier exercised its right to defer the payment of interest on its 9.75% Junior Subordinated Deferrable Interest Debentures related to the Trust Preferred Securities, for an indefinite period (which can be no longer than 20 consecutive quarterly periods) following the denial by the Federal Reserve Bank of Cleveland to pay the fourth quarter distribution scheduled for December 31, 2002. Item 7. Financial Statements and Exhibits (c) Exhibit 99.1 - Press Release dated February 24, 2003. 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. PREMIER FINANCIAL BANCORP, INC. ------------------------------- (Registrant) /s/ Brien M. Chase ----------------------------------- Date: February 24, 2003 Brien M. Chase, Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ------------------------------------- 99.1 Press Release dated February 24, 2003, captioned "Premier Financial Bancorp, Inc. to Redeem $3,000,000 of Trust Preferred Securities". EX-99 3 ex99022403pressrelease.txt FEB 24, 2003 PRESS RELEASE TEXT EXHIBIT 99.1 ------------ NEWS FOR IMMEDIATE RELEASE CONTACT: BRIEN M. CHASE, CFO FEBRUARY 24, 2002 304-525-1600 PREMIER FINANCIAL BANCORP, INC. TO REDEEM $3,000,000 OF TRUST PREFERRED SECURITIES PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/NMS-PFBI) a community bank holding company with seven individually managed bank subsidiaries today announced that it intends to redeem $3,000,000 (120,000 shares) of its 9.75% Trust Preferred Securities (NASDAQ/NMS-PFBIP) as of March 31, 2003. As part of a Debt Reduction and Profitability plan presented on January 6, 2003 to the Federal Reserve Bank of Cleveland ("Federal Reserve"), Premier requested and received approval from the Federal Reserve to redeem $3,000,000 of the $28,750,000 outstanding Trust Preferred Securities. The goal of the redemption is to use a portion of Premier's outstanding cash on hand to reduce its total interest cost and thus improve profitability. The redemption will reduce Premier's interest cost by approximately $292,000 per year. Future early redemptions, if any, will also require Federal Reserve approval, pursuant to a previously disclosed Written Agreement entered into with the Federal Reserve Bank of Cleveland on January 29, 2003, Under that same agreement, Premier is required to request approval for the payment of quarterly distributions and any accumulated deferrals due on the Trust Preferred Securities. In response to a separate letter, The Federal Reserve Bank of Cleveland denied Premier's request to make the first quarter 2003 distribution (including the accumulated deferral) on the remaining Trust Preferred Securities outstanding. Beginning with the December 31, 2002 distribution, Premier has exercised its right to defer the payment of interest on its 9.75% Junior Subordinated Deferrable Interest Debentures ("Subordinated Debentures") related to the Trust Preferred Securities for an indefinite period (which can be no longer than 20 consecutive quarterly periods). Any deferred distributions begin to accrue interest at an annual rate of 9.75% from their regularly scheduled payment date which will be paid when the deferred distributions are ultimately paid. Management of Premier does not expect to resume payments on the Subordinated Debentures or the Trust Preferred until the Federal Reserve Bank of Cleveland determines that Premier has achieved adequate and sustained levels of profitability to support such payments and approves such payments. The Trust Preferred Securities have a cumulative provision. Therefore, in accordance with generally accepted accounting principles, Premier intends to continue to accrue the monthly cost of the Trust Preferred Securities as it has since issuance. Premier's management also intends to continue to seek approval of the Federal Reserve Bank of Cleveland for payment of the regularly scheduled quarterly distributions on the Trust Preferred Securities and any accumulated deferrals. Certain Statements contained in this news release, including without limitation statements including the word "believes," "anticipates," "intends," "expects" or words of similar import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from any future results, performance or achievements of Premier expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans and other factors referenced in this press release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. Premier disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. -----END PRIVACY-ENHANCED MESSAGE-----