-----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, D+a9ew3AOTdBj9+Kd882I0gnVmwv3kpLD+s+6z/DuU0p7XG5pP4g3I7JdktX+jAL gumBo0fZJTJ/G9are/Au+g== 0000887919-05-000014.txt : 20050310 0000887919-05-000014.hdr.sgml : 20050310 20050310141206 ACCESSION NUMBER: 0000887919-05-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050310 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 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: 05671798 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 8-K 1 pfbi8k031005.txt PFBI NEWS RELEASE -DEFERRED DISTRIBUTIONS PAYMENT UNITED STATES 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, 2005 Premier Financial Bancorp, Inc. -------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Kentucky -------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20908 61-1206757 -------------------------------------------------------- (Commission File No.) (IRS Employer Identification No.) 2883 Fifth Avenue Huntington, West Virginia 25702 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (304) 525-1600 -------------------------------------------------------- Registrant's telephone number, including area code Not Applicable ---------------------------------------------------------------------------- (Former name or former address, if changes since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): |_| Written communication pursant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Item 7.01. Regulation FD Disclosure On March 10, 2005, Premier issued a press release announcing the Federal Federal Reserve Bank of Cleveland's (FRB) approval of Premier's request to pay all deferred distributions and the current quarterly distribution of the Company's 9.75% Trust Preferred Securities on March 31, 2005 payable to shareholders of record on March 15, 2005. Beginning with the December 31, 2002 distribution, Premier 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 pending approval by the FRB to pay the quarterly distributions. Any deferred distributions began to accrue interest at an annual rate of 9.75% from their regularly scheduled payment date which will also be remitted when the deferred distributions are paid on March 31, 2005. Under a previously disclosed Written Agreement entered into with the 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. Item 9.01. Financial Statements and Exhibits (c) Exhibit 99.1 - Press Release dated March 10, 2005. 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, 2005 Brien M. Chase, Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ------------------------------------- 99.1 Press Release dated March 10, 2005, captioned "Premier Financial Bancorp, Inc. Announces Approval of Payment of Deferred Distributions of Trust Preferred Securities". EX-99 2 ex99031005pressrelease.txt TEXT OF NEWS RELEASE ON MARCH 10, 2005 EXHIBIT 99.1 ------------ NEWS FOR IMMEDIATE RELEASE CONTACT: BRIEN M. CHASE, CFO MARCH 10, 2005 304-525-1600 PREMIER FINANCIAL BANCORP, INC. ANNOUNCES APPROVAL OF PAYMENT OF DEFERRED DISTRIBUTIONS OF TRUST PREFERRED SECURITIES PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/NMS-PFBI) a community bank holding company with five bank subsidiaries today announced that it received approval from the Federal Reserve Bank of Cleveland (FRB) to pay the deferred distributions on its 9.75% Trust Preferred Securities issued by PFBI Capital Trust (NASDAQ/NMS-PFBIP) including the current distribution scheduled for March 31, 2005. Shareholders of record on March 15, 2005 will receive $5.484375 per share of deferred dividends plus approximately $0.71375 per share interest on the deferral and $0.609375 per share for the regularly scheduled quarterly distribution due March 31, 2005. President and CEO Robert W. Walker commented, "We are certainly pleased with the opportunity to pay the cumulative distributions through March 31 and the relationship we have developed with the Federal Reserve Bank of Cleveland. The timing of this payment should permit the parent company to retain sufficient cash reserves of approximately $4.5 million at quarter-end." Beginning with the December 31, 2002 distribution, Premier 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 pending approval by the FRB to pay the quarterly distributions. Any deferred distributions began to accrue interest at an annual rate of 9.75% from their regularly scheduled payment date which will also be remitted when the deferred distributions are paid on March 31, 2005. Under a previously disclosed Written Agreement entered into with the 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. Although the FRB has given its approval to pay the deferred and current distributions through March 31 ,2005, Premier is still bound by the Written Agreement and will be required to request the FRB's approval to pay future distributions. Management intends to seek the FRB's approval for payment of future regularly scheduled quarterly distributions on the Trust Preferred Securities but no assurance can be given that the FRB will grant such approval. The Trust Preferred Securities have a cumulative provision. Therefore, in accordance with generally accepted accounting principles, Premier continued to accrue the monthly cost of the Trust Preferred Securities (including the interest due on the deferrals) throughout the deferral period as it has since issuance. Therefore, the March 31, 2005 payment will have no direct impact on the earnings or shareholders' equity of Premier. However, the payment of the deferred distributions will halt the accrual of interest on the deferral, which will reduce Premier's future interest expense by approximately $119,000 per quarter. 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-----