pfbi8k050108-t.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) April 30, 2008
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PREMIER FINANCIAL
BANCORP, INC.
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(Exact
name of registrant as specified in its
charter)
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Kentucky
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61-1206757
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(State
or other jurisdiction of incorporation organization)
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(I.R.S.
Employer Identification No.)
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2883
Fifth Avenue
Huntington,
West Virginia
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25702
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number (304)
525-1600
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Not
Applicable
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Former
name or former address, if changes since last
report)
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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
2.01. Completion of Acquisition or Disposition of Assets
On May 1, 2008, Premier Financial
Bancorp, Inc. (“Premier”) issued a press release announcing the completion of
its acquisition of Traders Bankshares, Inc. (“Traders”), a $108 million bank
holding company (as of March 31, 2008) headquartered in Spencer, West
Virginia. The transaction was completed at the close of business on
April 30, 2008. Under terms of the definitive agreement of merger
dated November 27, 2007, each share of Traders common stock will be entitled to
merger consideration of $50.00 cash and 3.75 shares of Premier common
stock. Premier will issue approximately 675,000 shares of its common
stock and pay in total $9.0 million in cash to the shareholders of
Traders. The cash portion of the merger consideration was funded by
proceeds from a borrowing from First Guaranty Bank more fully described in Item
2.03 below. The value of the transaction is estimated at $18.1
million.
Item
2.03. Creation of a Direct Financial Obligation
On April 30, 2008, Premier Financial
Bancorp, Inc. (“Premier”) executed and delivered to First Guaranty Bank of
Hammond, Louisiana a Promissory Note and Business Loan Agreement dated April 30,
2008 for the principal amount of $11,550,000, bearing interest floating daily at
the “Wall Street Journal” prime rate minus 1.00% (initially 5.00%) and requiring
monthly principal payments of $50,000 until maturity on September 28,
2017. The note is secured by a pledge of Premier’s 100% interest in
Boone County Bank (a wholly owned subsidiary) under Collateral Agreement dated
January 31, 2006. The proceeds of this note were used to fund the
$9,000,000 of cash needed to purchase Traders Bankshares, Inc. described in item
2.01 above and to refinance the remaining $2,550,000 balance of Premier’s
current outstanding note with First Guaranty Bank.
Premier’s chairman owns approximately
27.6% of the voting stock of First Guaranty Bank. However, Premier’s
board of directors determined during its vote to authorize the company to enter
into the loan transaction that the terms of the financing, including the
interest rate and collateral, were no less favorable than those which could be
obtained from other financial institutions.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 – Loan Agreement between
Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana,
dated April 30, 2008.
Exhibit 10.2 – Promissory Note between
Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana,
dated April 30, 2008.
Exhibit 10.3 – Commercial Pledge
Agreement captioned as Collateral Agreement between Premier Financial Bancorp,
Inc. First Guaranty Bank, Hammond, Louisiana, dated January 31, 2006 filed as
Exhibit 10.8 to Form 10-K filed March 30, 2006 is incorporated herein by
reference.
Exhibit 99.1 - Press Release dated May
1, 2008.
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 1,
2008
Brien M. Chase, Senior Vice President
and Chief Financial
Officer
EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Loan Agreement between Premier
Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated
April 30, 2008.
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10.2
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Promissory Note between Premier
Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated
April 30, 2008.
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99.1
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Press Release dated May 1, 2008
captioned “Premier Financial Bancorp, Completes Acquisition of Traders
Bankshares, Inc.”
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