0000887919-14-000034.txt : 20141016 0000887919-14-000034.hdr.sgml : 20141016 20141015164946 ACCESSION NUMBER: 0000887919-14-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141015 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141015 DATE AS OF CHANGE: 20141015 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: 141158010 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 pfbi8k101514.htm PREMIER FINANCIAL BANCORP, INC. FORM 8-K OCTOBER 15, 2014 pfbi8k101514.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) October 15, 2014


 
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 October 15, 2014, Premier issued a press release announcing a plan to redeem in full the final 5,000 shares of its Series A Preferred Stock ($1,000 per share liquidation preference) outstanding on November 14, 2014.  The Series A Preferred Stock was issued in October 2009 as part of the Troubled Asset Relief Program – Capital Purchase Program (TARP) of the U.S. Treasury.  In August 2012, Premier repurchased 10,252 of the 22,252 originally issued shares, leaving 12,000 shares outstanding.  Premier redeemed 7,000 of the outstanding shares on September 26, 2014, leaving 5,000 shares outstanding at the end of the quarter.  Premier applied for and received regulatory consent to redeem the final 5,000 shares.  The board of directors has set a redemption date of November 14, 2014, giving shareholders the required 30 day advance notice for the redemption.  On that date, Series A shareholders will be entitled to a pro rata portion of the $5,000,000 total redemption value plus accrued dividends from August 15, 2014 through November 14, 2014 at 5.00% per annum.  The November 14, 2014 redemption avoids the automatic increase in the dividend rate to 9.00% per annum beginning on November 15, 2014.  The full text of that press release is furnished as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits

(c) Exhibit 99.1 - Press Release dated October 15, 2014.

 
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: October 15, 2014                                            Brien M. Chase, Senior Vice President
  and Chief Financial Officer


 
 
 



EXHIBIT INDEX


Exhibit Number
  
Description
99.1
  
Press Release dated October 15, 2014 captioned “Premier Financial Bancorp, Inc. Announces Redemption of Final $5.0 Million of Series A Preferred Stock.”
     



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 EX-99.1 2 pressreleasetext101514.htm TEXT OF PRESS RELEASE DATED OCTOBER 15, 2014 pressreleasetext101514.htm

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE
CONTACT:
BRIEN M. CHASE, CFO
OCTOBER 15, 2014
  
304-525-1600
 
 
PREMIER FINANCIAL BANCORP, INC.
ANNOUNCES REDEMPTION OF FINAL $5.0 MILLION
OF SERIES A PREFERRED STOCK

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GMS-PFBI) a $1.3 billion community bank holding company with two bank subsidiaries announced today a plan to redeem the final 5,000 shares of its Series A Preferred Stock ($1,000 per share liquidation preference) outstanding on November 14, 2014.  The Series A Preferred Stock was issued in October 2009 as part of the Troubled Asset Relief Program – Capital Purchase Program (TARP) of the U.S. Treasury.  In August 2012, Premier repurchased 10,252 of the 22,252 originally issued shares, leaving 12,000 shares outstanding.  Premier redeemed 7,000 of the outstanding shares on September 26, 2014, leaving 5,000 shares outstanding at the end of the quarter.  Premier applied for and received regulatory consent to redeem the final 5,000 shares.  The board of directors has set a redemption date of November 14, 2014, giving shareholders the required 30 day advance notice for the redemption.  On that date, Series A shareholders will be entitled to a pro rata portion of the $5,000,000 total redemption value plus accrued dividends from August 15, 2014 through November 14, 2014 at 5.00% per annum.  The November 14, 2014 redemption avoids the automatic increase in the dividend rate to 9.00% per annum beginning on November 15, 2014.

President and CEO Robert W. Walker stated, “The full redemption of the 12,000 shares in 2014 will save Premier approximately $1,080,000 per year in preferred dividends assuming the 9.00% per annum dividend rate; the equivalent of approximately 13 cents per share in 2015.”

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.