-----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, F8kYa8FMv+7/TaqbkPia6zgwKkBgZY0wHyijgu9xvgNCwas0ZW03YDoF7M8NJgHt Q7KTBu0Ojqu2IPf+y5+PKg== 0000887919-04-000014.txt : 20040310 0000887919-04-000014.hdr.sgml : 20040310 20040310140442 ACCESSION NUMBER: 0000887919-04-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040310 ITEM INFORMATION: Other events FILED AS OF DATE: 20040310 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: 04659719 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 8-K 1 pfbi8k031004.txt 8-K PRESS RELEASE MAR 2004 PFBIP DIV DEFERRAL 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) March 10, 2004 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 March 10, 2004, Premier Financial Bancorp, Inc. (Premier) issued a news release announcing that it was deferring the quarterly payment on its Trust Preferred Securities scheduled for March 31, 2004. The full text of that press release is furnished as Exhibit 99.1. 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. 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: March 10, 2004 Brien M. Chase, Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ------------------------------------- 99.1 Press Release dated March 10, 2004, captioned "Premier Financial Bancorp, Inc. Continues to Defer Distributions of Trust Preferred Securities". EX-99 3 ex99031004pressrelease.txt TEXT OF PRESS RELEASE MARCH 2004 PFBIP DIV EXHIBIT 99.1 ------------ NEWS FOR IMMEDIATE RELEASE CONTACT: BRIEN M. CHASE, CFO MARCH 10, 2004 304-525-1600 PREMIER FINANCIAL BANCORP, INC. CONTINUES TO DEFER DISTRIBUTIONS 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 is continuing to exercise its right to defer the regularly scheduled quarterly distribution on its 9.75% Trust Preferred Securities (NASDAQ/NMS-PFBIP) including the distribution scheduled for March 31, 2004. The decision to continue the deferral was based on management's desire to hold available funds as part of its recapitalization plan for its subsidiary, Farmers Deposit Bank (the "Bank"). As previously disclosed, Premier has increased the Bank's loan loss provisions as a result of an investigation into the conduct of the Bank's former President. As part of the investigation, Premier has developed a plan in conjunction with the FDIC to inject capital at the Bank as needed to maintain certain equity to asset ratios. 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. Under a previously disclosed Written Agreement entered into with the Federal Reserve Bank of Cleveland (FRB) on January 29, 2003, Premier is required to request approval for the payment of quarterly distributions and any accumulated deferrals due on the Trust Preferred Securities. 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 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 at a time when it feels Premier has met the profitability desired by the FRB. As part of its on-going strategy to meet the FRB written agreement objectives, on February 13, 2004, Premier announced the signing of a definitive agreement to sell its subsidiary Citizens Bank (Kentucky), Inc. in Georgetown, Kentucky in a cash transaction valued at $14,500,000. Robert Walker, President and CEO of Premier commenting on the sale said, "The decision to sell an affiliate was a strategic one for Premier. The transaction will more than restore the cash reserves used by Premier in 2003 to recapitalize one of our affiliate banks; will reduce the company's total assets while increasing its total capital thus strengthening Premier's balance sheet and will generate taxable income to be used as an offset to Premier's tax loss carryforward. 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-----