-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OOfznl1uFbiXo+GWcrLXmV9F7SS5e8JPkDZxIMgFwzI4msYhvpIN3NITIZfDbfvl TlrNrHq2cRjA4rKk10rCLA== 0000887919-05-000036.txt : 20050901 0000887919-05-000036.hdr.sgml : 20050901 20050901084951 ACCESSION NUMBER: 0000887919-05-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050901 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050901 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: 051063195 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 8-K 1 pfbi8k090105.txt PRESS RELEASE 09-01-05 SEC SETTLEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) September 1, 2005 Premier Financial Bancorp, Inc. -------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Kentucky -------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20908 61-1206757 -------------------------------------------------------- (Commission File No.) (IRS Employer Identification No.) 2883 Fifth Avenue Huntington, West Virginia 25702 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (304) 525-1600 -------------------------------------------------------- Registrant's telephone number, including area code 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): |_| Written communication pursant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Item 8.01. Other Events On September 1, 2005, Premier issued a press release regarding the settlement it reached with the Securities and Exchange Commission ("SEC"). While neither admitting nor denying the SEC's findings in an administrative procedure, Premier has agreed to the entry of a cease-and-desist order. 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 September 1, 2005. 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: September 1, 2005 Brien M. Chase, Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ------------------------------------- 99.1 Press Release dated September 1, 2005, captioned "Premier Financial Bancorp, Inc. Reports Settlement of SEC Administrative Order". EX-99 2 ex99090105pressrelease.txt TEXT OF 09-01-05 PRESS RELEASE EXHIBIT 99.1 ------------ NEWS FOR IMMEDIATE RELEASE CONTACT: BRIEN M. CHASE, CFO SEPTEMBER 1, 2005 304-525-1600 PREMIER FINANCIAL BANCORP, INC. REPORTS SETTLEMENT OF SEC ADMINISTRATIVE ACTION PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/NMS-PFBI), a $537 million community bank holding company with five bank subsidiaries, announced today that it had reached a settlement with the Securities and Exchange Commission ("SEC"). While neither admitting nor denying the SEC's findings in an administrative proceeding, Premier has agreed to the entry of a cease-and-desist order. The SEC Order states that the concealment of loan losses by the former president of Farmers Deposit Bank ("Farmers") caused Farmers' financial and accounting records to be inaccurate and that, because Premier relied on these records to prepare its consolidated financial reports, Premier's quarterly public filings during 2001 through 2003 and annual public filings for the years ended 2001 and 2002 likewise contained materially inaccurate financial information. The SEC Order also states that "certain of Premier's internal accounting controls were inadequate during the relevant time period." According to the SEC Order, both the remedial acts promptly undertaken by Premier and Premier's cooperation with the SEC Staff were taken into consideration in reaching the settlement. President and CEO Robert W. Walker commented, "We are very pleased to get this matter behind us and believe the settlement represents a constructive conclusion. We believe that this resolution reflects our ongoing commitment to cooperation and compliance." 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. -----END PRIVACY-ENHANCED MESSAGE-----