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 - November 17, 1997
PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania to be assigned 23-2921058
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
379 North Main Street
Doylestown, Pennsylvania 18901
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code:(215) 345-5100
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 7 Sequentially Numbered Pages
Index to Exhibits Found on Page 5
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Item 1. Changes in Control of Registrant.
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Not Applicable.
Item 2. Acquisition or Disposition of Assets.
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On November 17, 1997, Premier Bancorp, Inc. (the
"Registrant") became the holding company for Premier Bank.
Pursuant to the terms of the Plan of Reorganization, dated
September 5, 1997, among Registrant, Premier Bank and Premier
Interim Bank, a wholly-owned subsidiary of the Registrant,
Premier Interim Bank merged with, into and under the charter of
Premier Bank (the "Bank"). The shareholders of the Bank became
the shareholders of the Registrant, and the Bank became the
wholly-owned subsidiary of the Registrant.
A detailed description of the transaction is set forth in
Registrant's Prospectus, which is included in Registrant's
Registration Statement No.333-34243 on Form S-4, filed with the
Securities and Exchange Commission on August 22, 1997, and as
amended on September 5, 1997, and which Prospectus is
incorporated herein by reference.
Item 3. Bankruptcy or Receivership.
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable.
Item 5. Other Events.
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For further information, see the Registrant's Press Release,
included as Exhibit 99 to this Report.
Item 6. Resignations of Registrant's Directors.
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Not Applicable.
Item 7. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
<PAGE>
10.1 Plan of Reorganization, dated September 5, 1997,
among Registrant, Premier Bank and Premier
Interim Bank, incorporated herein by reference to
Exhibit A to Registrant's Registration Statement
No. 333-34243 on Form S-4, filed with the
Securities and Exchange Commission on August 22,
and as amended on September 9, 1997.
10.2 Plan of Merger, dated September 5, 1997, by
Premier Bank and Premier Interim Bank,
incorporated herein by reference to Exhibit B to
Registrant's Registration Statement No. 333-34243
on Form S-4, filed with the Securities and
Exchange Commission on August 22, and as amended
on September 9, 1997.
99 Press Release of Premier Bancorp, Inc.
Item 8. Change in Fiscal Year.
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Not Applicable.
<PAGE>
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 BANCORP, INC.
(Registrant)
Dated: November 21, 1997 /s/ John C. Soffronoff
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John C. Soffronoff, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Bruce E. Sickel
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Bruce E. Sickel, Treasurer
(Chief Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
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Page Number
in Manually
Exhibit Signed Original
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10.1 Plan of Reorganization, dated
September 5, 1997, among Registrant,
Premier Bank and Premier Interim Bank,
incorporated herein by reference to
Exhibit A to Registrant's Registration
Statement No. 333-34243 on Form S-4,
filed with the Securities and Exchange
Commission on August 22, and as
amended on September 9, 1997.
10.2 Plan of Merger, dated September 5, 1997,
by Premier Bank and Premier Interim Bank,
incorporated herein by reference to
Exhibit B to Registrant's Registration
Statement No. 333-34243 on Form S-4,
filed with the Securities and Exchange
Commission on August 22, and as amended
on September 9, 1997.
99 Press Release of Premier Bancorp, Inc. 6
EXHIBIT 99
PRESS RELEASE OF PREMIER BANCORP, INC.
<PAGE>
PRESS RELEASE
November 17, 1997
Contact Person: John C. Soffronoff, President and CEO
Doylestown, Pennsylvania
215-345-5100
Premier Bank is pleased to announce that, effective November
17, 1997, Premier Bank reorganized into a one bank holding
company, Premier Bancorp, Inc. As part of this transaction, each
outstanding share of Premier Bank common stock, par value $1.00
per share, was exchanged, by operation of law, for one share of
Premier Bancorp, Inc., common stock, par value $1.00 per share.
Shareholders do not need to take any action at this time.
However, share certificates bearing the name, "Premier Bank,"
will need to be surrendered and exchanged for certificates
bearing the name, "Premier Bancorp, Inc." Shareholders will
receive more information concerning the mechanics of the exchange
in the near future.
The Board of Directors believes that Premier Bancorp, Inc.,
will provide the best organizational vehicle by which the Bank
can continue and enhance its mission to provide cost effective,
quality financial services to the community and its environs well
into the future. The Board of Directors is committed to
preserving the community-oriented philosophy of the Bank. By
modernizing its organizational structure, the Bank is equipping
itself to compete in the challenging markets it will face in the
next century.
The Bank also announced that earnings for the nine months
ended September 30, 1997 had increased 14.5% to $946 thousand as
compared to the nine month period the prior year. Total assets
equal $184.5 million at September 30, 1997 while total loans for
the twelve month period grew 38% to set a new milestone of over
$100 million. Deposits at the end of the third quarter 1997 were
$141.7 million, up 29.3% from the same quarter in 1996.
Premier Bank is a Doylestown based institution with branches
in Easton and Southampton. Construction for a fourth office in
Lower Makefield Township is scheduled to begin soon. The Bank
also operates a loan office in Yardley, PA.
