FORM 10-Q
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1997.
------------------
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to__________
Commission File Number: to be assigned
--------------
PREMIER BANCORP, INC.
---------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2921058
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
379 North Main Street
Doylestown, Pennsylvania 18901
-------------------------------
(Address of principal executive offices)
(215) 345-5100
--------------
(Registrant's telephone number, including area code)
N/A
----------------------------
(Former Name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [X]
---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of Common Stock, as of the latest practicable
date.
Common Stock, $1.00 Par Value 3
- ----------------------------- ---
Class Outstanding Shares at
November 6, 1997
<PAGE>
PART I. FINANCIAL INFORMATION
Premier Bancorp, Inc. (the "Registrant") was incorporated
to serve as the stock holding company for Premier Bank, a
Pennsylvania chartered bank (the "Bank") in connection with the
Bank's reorganization into a one-bank holding company structure.
As of the date hereof, the Bank has not completed its
reorganization, and, accordingly, the Registrant has no assets or
liabilities, has not engaged in any operations or transactions
except pursuant to the reorganization and currently has $3.00 of
initial capitalization.
Item 1. Financial Statements
N/A
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
N/A
Item 3. Quantitative and Qualitative Disclosures about
Market Risk
N/A
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 2(a) Plan of Reorganization, dated
September 5, 1997, by and among
Registrant, Premier Interim Bank
and Premier Bank, incorporated by
reference to Exhibit A of the
Proxy Statement/ Prospectus
included in Registrant's
Registration Statement No. 333-
34243 on Form S-4, filed with the
Commission on August 22, 1997,
and amended September 9, 1997.
Exhibit 2(b) Plan of Merger, dated September
5, 1997, by and among Premier
Interim Bank and Premier Bank,
incorporated by reference to
Exhibit B of the Proxy Statement/
Prospectus included in
Registrant's Registration
Statement No. 333-34243 on Form
S-4, filed with the Commission on
August 22, 1997, and amended
September 9, 1997.
Exhibit 3(i) Articles of Incorporation of
Registrant, incorporated by
reference to Exhibit C of the
Proxy Statement/ Prospectus
included in Registrant's
Registration Statement No. 333-
34243 on Form S-4, filed with the
Commission on August 22, 1997,
and amended September 9, 1997.
Exhibit 3(ii) Bylaws of Registrant,
incorporated by reference to
Exhibit D of the Proxy Statement/
Prospectus included in
Registrant's Registration
Statement No. 333-34243 on Form
S-4, filed with the Commission on
August 22, 1997, and amended
September 9, 1997.
Exhibit 10 Premier Bank 1995 Incentive Stock
Option Plan, incorporated by
Reference to Exhibit F to
Registrant's Registration
Statement No. 333-34243 on Form
S-4, filed with the Commission on
August 22, 1997, and amended
September 9, 1997.
Exhibit 27 Financial Data Schedule
b. No reports on Form 8-K were filed for the quarter
ending September 30, 1997.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
PREMIER BANCORP, INC.
Date: November 12, 1997 /s/ John C. Soffronoff
------------------------------
John C. Soffronoff, President
(Chief Executive Officer)
Date: November 12, 1997 /s/ Bruce E. Sickel
-------------------------------
Bruce E. Sickel, Senior Vice
President, Treasurer, CFO
(Chief Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Sequential Page
Number in Manually
Exhibit Number Signed Original
- -------------- -------------------
Exhibit 2(a) Plan of Reorganization, dated
September 5, 1997, by and
among Registrant, Premier
Interim Bank and Premier Bank,
incorporated by reference to
Exhibit A of the Proxy Statement
/Prospectus included in
Registrant's Registration
Statement No. 333-34243
on Form S-4, filed with the
Commission on August 22, 1997,
and amended September 9, 1997.
Exhibit 2(b) Plan of Merger, dated September 5,
1997, by and among Premier Interim
Bank and Premier Bank, incorporated
by reference to Exhibit B of the
Proxy Statement/Prospectus included
in Registrant's Registration Statement
No. 333-34243 on Form S-4, filed with
the Commission on August 22, 1997,
and amended September 9, 1997.
Exhibit 3(i) Articles of Incorporation of Registrant,
incorporated by reference to Exhibit C
of the Proxy Statement/ Prospectus
included in Registrant's Registration
Statement No. 333-34243 on Form S-4,
filed with the Commission on August
22, 1997, and amended September 9, 1997.
Exhibit 3(ii) Bylaws of Registrant, incorporated by
reference to Exhibit D of the Proxy
Statement/Prospectus included in
Registrant's Registration Statement
No. 333-34243 on Form S-4, filed with
the Commission on August 22, 1997, and
amended September 9, 1997.
Exhibit 10 Premier Bank 1995 Incentive Stock Option
Plan, incorporated by Reference to
Exhibit F to Registrant's Registration
Statement No. 333-34243 on Form S-4,
filed with the Commission on August 22,
1997, and amended September 9, 1997.
Exhibit 27 Financial Data Schedule 5
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 3
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 0
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 3
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 0
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
