0000887919-12-000026.txt : 20120724 0000887919-12-000026.hdr.sgml : 20120724 20120724115943 ACCESSION NUMBER: 0000887919-12-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120724 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120724 DATE AS OF CHANGE: 20120724 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: 12976010 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 MAIL ADDRESS: STREET 1: 2883 FIFTH AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25702 8-K 1 pfbi8k07242012.htm PREMIER FINANCIAL BANCORP, INC. FORM 8-K, JULY 24, 2012 pfbi8k07242012.htm
 
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) July 24, 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 July 24, 2012, Premier Financial Bancorp, Inc. (“Premier”) issued a press release announcing that the July 29, 2010 Written Agreement with the Federal Reserve Bank of Richmond (“FRB”) had been terminated by the FRB.  In a notice posted on the Federal Reserve System Board of Governors’ website on July 24, 2012, (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 July 23, 2012.
 
While under the Written Agreement, Premier was subject to a provision requiring prior written approval of the FRB and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System for declaring or paying any dividends, and a provision requiring prior written approval of the FRB before incurring, increasing or guaranteeing any debt or purchasing or redeeming any shares of its stock.  Both of these provisions have now been terminated by the FRB.

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: July 24, 2012                                                   Brien M. Chase, Senior Vice President
  and Chief Financial Officer



 
 

 

EXHIBIT INDEX


Exhibit Number
 
Description
99.1
 
Press Release dated July 24, 2012 captioned “Premier Financial Bancorp, Inc. Announces Termination of Written Agreement with Federal Reserve Bank of Richmond.”
     


 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EX-99.1 2 pressreleasetext07242012.htm TEXT OF PRESS RELEASE DATED JULY 24, 2012 pressreleasetext07242012.htm
Exhibit 99.1
 
NEWS FOR IMMEDIATE RELEASE
CONTACT:
BRIEN M. CHASE, CFO
JULY 24, 2012
 
304-525-1600
 
PREMIER FINANCIAL BANCORP, INC.
ANNOUNCES TERMINATION OF WRITTEN AGREEMENT
WITH FEDERAL RESERVE BANK OF RICHMOND

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/NMS-PFBI), a $1.1 billion bank holding company with four bank subsidiaries, announced today that its July 29, 2010 Written Agreement with the Federal Reserve Bank of Richmond and (“FRB”) has been terminated by the FRB.  In a notice posted on the FRB’s website on July 24, 2012, (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 July 23, 2012.

President and CEO Robert W. Walker commented, “We are very pleased to get this regulatory issue behind us.  We believe Premier is a healthy and vibrant banking franchise and will continue to conservatively manage our capital and borrowing capabilities accordingly.  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.”

On July 29, 2010, Consolidated Bank and Trust Company (“CB&T” or “the Bank”), a wholly owned subsidiary of Premier, the Federal Reserve Bank of Richmond (“FRB”) and the State Corporation Commission Bureau of Financial Institutions (“Virginia Bureau”) entered into a written agreement (“Written Agreement”) requiring CB&T to perform certain actions primarily designed to improve the credit quality of the Bank.  Abigail Adams National Bancorp, Inc. (“AANBI”), as parent of CB&T, and Premier, as parent of AANBI, were also named as parties to the Written Agreement to ensure that the Bank complies with the Written Agreement.  On April 8, 2011, CB&T was merged into Premier Bank, Inc.  As such, the provisions of the Written Agreement that applied to the Bank are no longer in effect.  On May 16, 2011, AANBI was merged into Premier.  As such, the provisions of the Written Agreement that applied to AANBI are no longer in effect.

In addition to ensuring the Bank complied with provisions of the Written Agreement, Premier was also specifically subject to a provision requiring prior written approval of the FRB and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System for declaring or paying any dividends, and a provision requiring prior written approval of the FRB before incurring, increasing or guaranteeing any debt or purchasing or redeeming any shares of its stock.  Both of these provisions have now been terminated by the FRB.

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.