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) May 15, 2012

PREMIER FINANCIAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-20908

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 May 15, 2012, Premier Financial Bancorp, Inc. ("Premier") issued a press release announcing it had received all regulatory approvals to merge its $60 million Farmers Deposit Bank franchise and its $95 million Ohio River Bank franchise into its $213 million Citizens Deposit Bank and Trust.  The resulting bank will be a nearly $367 million Kentucky chartered bank with 13 locations in northern Kentucky and southern Ohio and will retain the name Citizens Deposit Bank and Trust.  Pro forma regulatory capital ratios would result in the bank remaining well capitalized with a Tier I Leverage Ratio of 8.88%, a Tier I Risk-based Capital Ratio of 14.61% and a Total Risk-based Capital Ratio of 15.86%; ratios which exceed Citizens Deposit Bank’s current capital ratios as of December 31, 2011.

Premier filed applications with the Federal Deposit Insurance Corporation and the Kentucky Department of Financial Institutions.  All required approvals have been received.  Premier will merge Farmers Deposit Bank, headquartered in Eminence, Kentucky and Ohio River Bank, headquartered in Ironton, Ohio, with and into Citizens Deposit Bank and Trust, headquartered in Vanceburg, Kentucky.  The legal merge date of the three banking institutions is anticipated to occur sometime in the next six months.

PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

Item 9.01.  Financial Statements and Exhibits

(c) Exhibit 99.1 - Press Release dated May 15, 2012.

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: May 16, 2012                                                   Brien M. Chase, Senior Vice President

  and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 15, 2012 captioned “Premier Financial Bancorp, Inc. Announces Regulatory Approval of Plan to Merge Three Subsidiary Banks.”

EX-99.1

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE	CONTACT:	BRIEN M. CHASE, CFO
MAY 15, 2012		304-525-1600

PREMIER FINANCIAL BANCORP, INC.

ANNOUNCES REGULATORY APPROVAL

OF PLAN TO MERGE THREE SUBSIDIARY BANKS

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GM-PFBI), a $1.1 billion bank holding company with four bank subsidiaries, announced that it has received the required approvals from all state and federal banking regulatory authorities to merge its $60 million Farmers Deposit Bank franchise and its $95 million Ohio River Bank franchise into its $213 million Citizens Deposit Bank and Trust.  The resulting bank will be a nearly $367 million Kentucky chartered bank with 13 locations in northern Kentucky and southern Ohio and will retain the name Citizens Deposit Bank and Trust.

President and CEO Robert W. Walker commented, “We are delighted to have regulatory approval to go ahead with our plans to merge these three subsidiaries together.  In the current economic and banking environment, size and resources matter.  By combining these three franchises into one, we believe we will be better positioned for the future.  We believe our customers will benefit from the greater network of locations, our talented employees will benefit as the larger single organization will provide opportunities for specialization which the three single organizations could not offer, and our shareholders will benefit as we rely less on expensive external consultants to help us with ongoing regulatory changes and use our existing employee talent base more effectively.”

Premier filed applications with the Federal Deposit Insurance Corporation (“FDIC”) and the Kentucky Department of Financial Institutions (“KDFI”).  All required approvals have been received.  Premier will merge Farmers Deposit Bank, headquartered in Eminence, Kentucky and Ohio River Bank, headquartered in Ironton, Ohio, with and into Citizens Deposit Bank and Trust, headquartered in Vanceburg, Kentucky.  The legal merge date of the three banking institutions is anticipated to occur sometime in the next six months.

The resulting bank will remain headquartered in Vanceburg, Kentucky and would have total assets of nearly $367,000,000, total deposits of $311,000,000, liquid assets of $64,000,000, and Tier I capital of $32,000,000.  Pro forma regulatory capital ratios would result in the bank remaining well capitalized with a Tier I Leverage Ratio of 8.88%, a Tier I Risk-based Capital Ratio of 14.61% and a Total Risk-based Capital Ratio of 15.86%; ratios which exceed Citizens Deposit Bank’s current capital ratios as of December 31, 2011.  These levels of capital and liquidity will provide the financial strength management needs to serve the local communities within the combined bank’s branch network.  The combined bank’s locations will run along both sides of the Ohio River from Proctorville, Ohio in the east through Ironton, Ohio; Vanceburg and Maysville, Kentucky to Eminence, Kentucky in the west, just outside of the Louisville, Kentucky suburbs.

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.