8-K

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) June 18, 2009

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)

þ           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 1.01.  Entry into a Material Definitive Agreement

On June 16, 2009, Premier Financial Bancorp, Inc. (Premier) and Abigail Adams National Bancorp, Inc. (Adams) mutually agreed to amend their December 30, 2009 definitive merger agreement.

Under terms of the amendment, both Premier and Adams mutually agreed to extend the required closing date of the merger from June 30, 2009 to September 30, 2009 The amendment also reduced the required minimum amount Premier Preferred Stock issued to the United States Treasury under the TARP Capital Purchase Program from $24,000,000 to $20,000,000.

Item 7.01.  Regulation FD Disclosure

On June 18, 2009, Premier issued a press release announcing that the preliminary S-4 to register its common stock for the Adams merger had been filed with the Securities and Exchange Commission and that the required closing date was extended through the third quarter of 2009.  The text of that press release is included as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibit 2.1 – First Amendment to Agreement of Merger between Premier Financial Bancorp, Inc. and Abigail Adams National Bancorp, Inc. dated June 16, 2009.

(c) Exhibit 99.1 – Text of press release dated June 18, 2009.

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: June 18, 2009                                                   Brien M. Chase, Senior Vice President

  and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	First Amendment to Agreement of Merger between Premier Financial Bancorp, Inc. and Abigail Adams National Bancorp, Inc. dated June 16, 2009.
99.1	Press Release dated June 18, 2009 captioned “Premier Financial Bancorp, Inc. and Abigail Adams National Bancorp Amend Merger Agreement”

EX-2.1

EXHIBIT 2.1

FIRST AMENDMENT TO

AGREEMENT OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT OF MERGER (hereinafter sometimes referred to as the “Amendatory Agreement”), dated as of the 16th day of June, 2009, by and among PREMIER FINANCIAL BANCORP, INC. (“Premier”), ABIGAIL ADAMS NATIONAL BANCORP, INC. (“Adams”) and AANB ACQUISITION CORP. (“Interim Company”);

W I T N E S S E T H:

WHEREAS, Premier and Adams have entered into an Agreement of Merger dated as of December 30, 2008 (the “Agreement”) which has been adopted by Interim Company by Adoption Agreement dated as of January 27, 2009 (the “Adoption Agreement’); and

WHEREAS, Section 8.1 of the Agreement, captioned “Grounds for Termination”,  provides that the Agreement and the transactions contemplated thereby may be terminated at any time prior to the Closing Date (as defined in the Agreement) upon occurrence of various events, including, as set forth in Subsection (j) of Section 8.1, by either Adams or Premier if the Closing does not occur on or before June 30, 2009 unless extended by mutual agreement in writing; and

WHEREAS, Adams, Premier and Interim Company wish to extend the date by which Closing must occur to September 30, 2009; and

WHEREAS, Section 6(d) of the Agreement, captioned “Conditions Precedent”, provides that consummation of the merger is conditioned upon certain conditions, including, as set forth in Subsection (d) of Section 6, that Premier shall have completed the issuance to the United States Treasury of $24,000,000 of Premier Preferred Stock and warrants related thereto pursuant to the CPP, and Section 8.1 of the Agreement, captioned “Grounds for Termination”, provides that the Agreement and the transactions contemplated thereby may be terminated at any time prior to the Closing Date upon the occurrence of various events, including, as set forth in Subsection (k) of Section 8.1, by Premier if the issuance of at least $24,000,000 of Premier Preferred Stock and attendant warrants to the U.S. Treasury has not occurred; and

Page 1

EXHIBIT 2.1 - Continued

WHEREAS, the $24,000,000 amount of Premier Preferred Stock was determined based upon the pro forma combined amount of Premier’s and Adams total risk-weighted assets, which amount has and may in the future decrease, and the parties hereto wish to amend the Agreement to provide for such decreases; and

WHEREAS, the Agreement provides in Section 9 that it may be amended or modified as therein provided.

NOW, THERFORE, in consideration of the foregoing premises, which are not mere recitals but are an integral part hereof, and in consideration of the mutual agreements hereinafter provided for, the parties hereto agree as follows:

1.           Subsection (j) of Section 8.1 of the Agreement is hereby amended to read as follows:

(j) By either Adams or Premier, if the Closing does not occur on or before September 30, 2009 unless extended by mutual agreement in writing; or

2.           Subsection (d) of Section 6 of the Agreement is hereby amended to read as follows:

(d) Issuance of Premier Preferred Stock Pursuant to CPP.  Premier shall have completed the issuance to the United States Treasury of (i) Premier Preferred Stock in an amount of at least $20,000,000 and (ii) warrants for the purchase of Premier Common Stock with an aggregate market price equal to 15% of such Premier Preferred Stock pursuant to the CPP upon terms and conditions set forth in the CPP purchase documents.

3.           Subsection (k) of Section 8.1 of the Agreement is hereby amended to read as follows:

(k) By Premier, if the issuance of (i) Premier Preferred Stock in an amount at least $20,000,000 and (ii) attendant warrants for Premier Common Stock to the U.S. Treasury has not occurred.

Page 2

EXHIBIT 2.1 - Continued

4.           Except as herein amended, the Agreement and the Adoption Agreement shall remain in full force and effect in accordance with their respective terms, which are hereby reaffirmed.

PREMIER FINANCIAL BANCORP, INC.

By _/s/ Brien M. Chase_____________________

Brien M. Chase, Senior Vice President

   and Chief Financial Officer

ATTEST

_/s/ Toney K. Adkins_____________

Its Assistant Secretary

ABIGAIL ADAMS NATIONAL BANCORP, INC.

By _/s/ Karen E. Troutman__________________

Karen E. Troutman, Senior Vice President

   and Chief Financial Officer

ATTEST

_/s/ Lorel D. Scott_______________

Its Secretary

AANB ACQUISITION CORP.

By _/s/ Brien M. Chase_____________________

Brien M. Chase, President

ATTEST

_/s/ Arlene Napier_______________

Its Secretary

Page 3

EX-99.1

EXHIBIT 99.1

NEWS FOR IMMEDIATE RELEASE	CONTACT:	BRIEN M. CHASE, CFO
JUNE 18, 2009		304-525-1600

PREMIER FINANCIAL BANCORP, INC.

AND ABIGAIL ADAMS NATIONAL BANCORP

AMEND MERGER AGREEMENT

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GMS-PFBI), a $734 million community bank holding company with six bank subsidiaries announced today that Premier and Abigail Adams National Bancorp, Inc. (NASDAQ/GMS-AANB) (Adams) have amended their merger agreement to extend the deadline for merger completion to September 30, 2009 and to reduce the minimum amount of U.S. Treasury Department’s Capital Purchase Program funds required to complete the merger to $20 million.

On December 31, 2008, Premier and Adams, a $396 million bank holding company headquartered in Washington, DC, reached an agreement to merge Adams into Premier whereby Adams stockholders would receive 0.4461 shares of Premier common stock for each share of Adams common stock they owned.  The original agreement stipulated that the agreement could be terminated if the closing of the merger does not occur on or before June 30, 2009.  Both companies have been working diligently to complete all of the applications required for regulatory and shareholder approval of the merger.  While applications to Federal and State banking regulatory authorities have been filed since early March 2009, the Securities and Exchange Commission Registration Statement (Form S-4) to register the common stock to be issued by Premier was filed on June 18, 2009 (today), delayed somewhat by the requirement to include March 31, 2009 financial information of both companies.  While it is still unclear how long it will be before the materials are available to distribute to shareholders of both companies in advance of their respective special meetings, both companies have indicated a strong desire to complete the merger as soon as possible after receiving all necessary regulatory and shareholder approvals.

Senior Vice President and Chief Financial Officer Brien M. Chase commented regarding the amendment, “It only makes sense to extend the merger deadline date to the end of September to give the shareholders of both companies time to meet and decide on the merger.”

A second provision of the merger agreement amendment was to reduce to minimum amount of Premier Preferred Stock required to be issued to the U.S. Treasury under the Troubled Asset Relief Program Capital Purchase Program (TARP – CPP) from $24 million to $20 million.   Under the Capital Purchase Program, which is part of the Emergency Economic Stabilization Act, the Treasury Department has agreed to buy preferred stock and related common warrants in qualifying U.S. controlled banks, savings associations, and certain bank and savings and loan holding companies engaged only in financial activities.  On April 22, 2009, Premier was notified by the U.S. Treasury that it has been preliminarily approved to receive $24.1 million of TARP – CPP funds, but the final amount would be subject to change based upon confirmation by the U.S. Treasury Department of Premier’s eligible risk-weighted assets as of the latest calendar quarter prior to closing.  Due to anticipated reductions in the amount of eligible risk-weighted assets, both companies agreed to reduce to the minimum required TARP – CPP participation level to $20,000,000.

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.