Premier Financial Bancorp, Form 8-K, November 10, 2006
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) November
10, 2006
PREMIER
FINANCIAL BANCORP, INC.
(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
2.03. Creation of a Direct Financial Obligation
On
November 10, 2006, Premier Financial Bancorp, Inc. (“Premier”) executed and
delivered to The Bankers’ Bank of Kentucky, Inc. of Frankfort, Kentucky
(“Bankers’ Bank”) a Term Note and Business Loan Agreement dated November 10,
2006 in the principal amount of $6,500,000, bearing interest floating daily
at
the “Wall Street Journal” prime rate minus 1.00% (initially 7.25%) and requiring
83 monthly principal and interest payments of $100,000 and
a
final payment of any balance due at maturity on November 9, 2013.
The
note is secured by a pledge of Premier’s 100% interest in Citizens Deposit Bank
and Trust, Inc. (a wholly owned subsidiary) and Premier’s 100% interest in
Farmers-Deposit Bank, Eminence, Kentucky (a wholly owned subsidiary) under
a
Stock Pledge and Security Agreement dated November 10, 2006. The proceeds of
this note were used in conjunction with $1,750,000 of the Company’s own cash to
redeem the final $8,250,000 (330,000 shares) of Premier’s 9.75% Trust Preferred
Securities on November 10, 2006.
In
addition to the $6,500,000 Term Note, Premier executed and delivered to the
Bankers’ Bank a Promissory Note whereby Premier may request and receive monies
from Bankers’ Bank from time to time, but the aggregate outstanding principal
balance under the Promissory Note at any time shall not exceed $3,500,000,
and
the right to request and receive monies from Bankers’ Bank hereunder shall cease
and terminate on November 9, 2007. The outstanding principal balance under
this
Promissory Note shall bear annual interest floating daily at the “Wall Street
Journal” prime rate minus 1.00% (initially 7.25%). Interest on this Promissory
Note shall be due and payable on the 5th day of each, January, April, July
and
October during the term of this Promissory Note, and at the maturity date
hereof. Any outstanding principal amount loaned to Premier under this Promissory
Note, and not previously repaid, shall be due on November 9, 2007. The
Promissory Note is secured by the same collateral as the $6,500,000 Term
Note.
Item
9.01. Financial
Statements and Exhibits
(c)
Exhibit 10.1 - Loan Agreement between Premier Financial Bancorp, Inc. and The
Kentucky Bankers’ Bank, Inc. dated November 10, 2006.
(c)
Exhibit 10.2 - Term Note between Premier Financial Bancorp, Inc. and The
Kentucky Bankers’ Bank, Inc. dated November 10, 2006.
(c)
Exhibit 10.3 - Promissory Note between Premier Financial Bancorp, Inc. and
The
Kentucky Bankers’ Bank, Inc. dated November 10, 2006.
(c)
Exhibit 10.4 - Stock Pledge and Security Agreement between Premier Financial
Bancorp, Inc. and The Kentucky Bankers’ Bank, Inc. dated November 10,
2006.
PREMIER
FINANCIAL BANCORP, INC,
SIGNATURE
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:
November 10, 2006 Brien
M. Chase, Vice President
and Chief Financial Officer
EXHIBIT
INDEX
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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 The Kentucky
Bankers’ Bank, Inc. dated November 10, 2006.
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10.2
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Term
Note between Premier Financial Bancorp, Inc. and The Kentucky Bankers’
Bank, In.c dated November 10, 2006.
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10.3
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Promissory
Note between Premier Financial Bancorp, Inc. and The Kentucky Bankers’
Bank, Inc. dated November 10, 2006.
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10.4
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Stock
Pledge and Security Agreement between Premier Financial Bancorp,
Inc. and
The Kentucky Bankers’ Bank, Inc. dated November 10,
2006.
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