-----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, WHOcHrWwNUnfWgCyyxum7tiWz+lWPx8gyGRqpcwjJu+s4mLJX5ISeR8JEywT3U66 nsJ24CH+Tx0F7BD2qyj1Fw== 0000887919-06-000010.txt : 20060424 0000887919-06-000010.hdr.sgml : 20060424 20060424120801 ACCESSION NUMBER: 0000887919-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060424 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060424 DATE AS OF CHANGE: 20060424 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: 06774485 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 8-K 1 pfbiform8k042406.htm PFBI FORM 8K DATED APRIL 24, 2006 PFBI Form 8k Dated April 24, 2006



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) April 24, 2006


PREMIER FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)


Kentucky
 
61-1206757
(State or other jurisdiction of incorporation organization)
 
(I.R.S. Employer Identification No.)
     
2883 Fifth Avenue
Huntington, West Virginia
 
 
25702
(Address of principal executive offices)
 
(Zip Code)
     
Registrant’s telephone number (304) 525-1600

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):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))



PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT


Item 7.01 - Regulation FD Disclosure

On April 24, 2006, the Company (Premier) issued a press release announcing the termination by the Federal Reserve Bank of Cleveland (FRB) of its January 29, 2003 Written Agreement with the FRB.  In a notice posted on the FRB’s website on April 20, 2006, (www.federalreserve.gov), the Federal Reserve Bank noted that Premier has fully satisfied all of the provisions of the Written Agreement.   In addition to required steps designed to improve the financial strength of Premier, the agreement restricted Premier’s ability to pay common stock dividends, pay quarterly distributions on Premier’s Trust Preferred Securities, and to initiate early redemptions of the Trust Preferred Securities without written permission from the FRB. With the termination of the written agreement, these restrictions have been lifted.




Item 9.01. Financial Statements and Exhibits

(c) Exhibit 99.1 - Press Release dated April 24, 2006.



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.
                                                  &# 160;  (Registrant)


/s/ Brien M. Chase 
Date: April 24, 2006                         Brien M. Chase, Vice President
      and Chief Financial Officer








EXHIBIT INDEX


Exhibit Number
 
Description
99.1
 
Press Release dated April 24, 2006 captioned “Premier Financial Bancorp, Inc. Announces Termination of Written Agreement with Federal Reserve Bank of Cleveland.”
     



EX-99 2 pressreleasetext042406.htm TEXT OF PRESS RELEASE ISSUED APRIL 24, 2006 Text of Press Release issued April 24, 2006

EXHIBIT 99.1
 
 NEWS FOR IMMEDIATE RELEASE 
 CONTACT:
 BRIEN M. CHASE, CFO
 APRIL 24, 2006 
 
 304-525-1600
 
PREMIER FINANCIAL BANCORP, INC.
ANNOUNCES TERMINATION OF WRITTEN AGREEMENT
WITH FEDERAL RESERVE BANK OF CLEVELAND

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/NMS-PFBI), a $528 million community bank holding company with five bank subsidiaries, announced today that its January 29, 2003 Written Agreement with the Federal Reserve Bank of Cleveland (FRB) has been terminated by the FRB. In a notice posted on the FRB’s website on April 20, 2006, (www.federalreserve.gov), the Federal Reserve Bank noted that Premier has fully satisfied all of the provisions of the Written Agreement and, accordingly, the FRB had terminated the agreement effective April 18, 2006.

On January 29, 2003, Premier and the Federal Reserve Bank of Cleveland entered into a written agreement in recognition of their common goal to restore the financial soundness of Premier. The agreement required Premier to (i) retain an independent consultant to review its management, directorate and organizational structure, (ii) adopt a management plan responsive to such consultant's report, (iii) update its management succession plan in accordance with any recommendations in such consultant's report, (iv) monitor its subsidiary banks' compliance with bank policies and loan review programs, (v) conduct formal quarterly reviews of its subsidiary banks' allowances for loan losses, (vi) maintain sufficient capital, (vii) submit a plan to the FRB for improving consolidated earnings over a three-year period, and (viii) submit to the Federal Reserve Bank of Cleveland annual projections of planned sources and uses of the parent company's cash, including a plan to service its outstanding debt and trust preferred securities. In addition to these requirements, the agreement restricted Premier’s ability to pay common stock dividends, pay quarterly distributions on Premier’s Trust Preferred Securities, and to initiate early redemptions of the Trust Preferred Securities without written permission from the FRB. With the termination of the written agreement, these restrictions have been lifted.

President and CEO Robert W. Walker commented, “We are very pleased to get the last of our remaining regulatory issues behind us. I wish to congratulate all of our management, employees and directors for their part in achieving this release. We look forward to competitive challenges ahead and believe we are a much stronger organization to deal with those opportunities.”

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.


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