pfbi8k08202012.htm

0000887919-12-000034.txt : 20120820 0000887919-12-000034.hdr.sgml : 20120818 20120820163003 ACCESSION NUMBER: 0000887919-12-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120820 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120820 DATE AS OF CHANGE: 20120820 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: 121045543 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 pfbi8k08202012.htm PREMIER FINANCIAL BANCORP, INC. FORM 8-K DATED AUGUST 20, 2012 pfbi8k08202012.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) August 17, 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 August 20, 2012, Premier Financial Bancorp, Inc. (“Premier”) issued a press release announcing the completion of its plans to merge its $59 million Farmers Deposit Bank franchise and its $107 million Ohio River Bank franchise into its $217 million Citizens Deposit Bank and Trust, Inc. (“Citizens Deposit Bank”). Premier filed applications with state and federal banking regulatory authorities in February 2012 to merge two of its wholly owned banks with and into Citizens Deposit Bank, a Kentucky chartered bank. In the second quarter of 2012, Premier received the required approvals from all federal and state banking regulatory authorities to go ahead with its plans and effective as of the close of business on Friday, August 17, 2012, the three banks have been merged together.

Item 9.01. Financial Statements and Exhibits

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: August 20, 2012 Brien M. Chase, Senior Vice President

and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated August 20, 2012 captioned “Premier Financial Bancorp, Inc. Announces Completion of Citizens Deposit Bank Merger.”

EX-99.1 2 pressreleasetext082012.htm TEXT OF PRESS RELEASE DATED AUGUST 20, 2012 pressreleasetext082012.htm

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE	CONTACT:	BRIEN M. CHASE, CFO
AUGUST 20, 2012		304-525-1600

PREMIER FINANCIAL BANCORP, INC.

ANNOUNCES COMPLETION OF CITIZENS DEPOSIT BANK MERGER

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GM-PFBI), a $1.1 billion bank holding company, with banking locations in Kentucky, Ohio, West Virginia, Virginia, Washington, DC and Maryland announced the completion of its plans to merge its $59 million Farmers Deposit Bank franchise and its $107 million Ohio River Bank franchise into its $217 million Citizens Deposit Bank and Trust, Inc. (“Citizens Deposit Bank”). Premier filed applications with state and federal banking regulatory authorities in February 2012 to merge two of its wholly owned banks with and into Citizens Deposit Bank, a Kentucky chartered bank. In the second quarter of 2012, Premier received the required approvals from all federal and state banking regulatory authorities to go ahead with its plans and as of the close of business on Friday, August 17, 2012, the three banks have been merged together.

The combined bank will remain headquartered in Vanceburg, Kentucky and has total assets of $382,000,000, total deposits of $327,000,000, liquid assets of $81,000,000, and Tier I capital of nearly $33,000,000. Pro forma regulatory capital ratios result in the bank remaining well capitalized with a Tier I Leverage Ratio of 8.81%, a Tier I Risk-based Capital Ratio of 15.33% and a Total Risk-based Capital Ratio of 16.58%; ratios which exceed Citizens Deposit Bank’s current capital ratios as of June 30, 2012. 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.

Mike Mineer, President and CEO of Citizens Deposit Bank comments, “We are very proud of the effort the employees and managers of all three banks have put into preparing for this merger. From this point onward we look forward to serving our customers as Citizens Deposit Bank, a cornerstone of financial strength in our communities.”

In addition to Citizens Deposit Bank, Premier Financial Bancorp owns Premier Bank, Inc., a $751 million bank headquartered in Huntington, West Virginia with 22 offices in West Virginia, Washington, DC, Maryland and Virginia.

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.