<PAGE>
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)
July 1, 1996
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 Number) (I.R.S. Employee Identification No.)
120 N. HAMILTON STREET, GEORGETOWN, KENTUCKY 40324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(502) 863-7500
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Premier Financial Bancorp, Inc. (the "Company) completed a statutory share
exchange, effective July 1, 1996, pursuant to which it acquired all of the
outstanding shares of Farmers Deposit Bancorp, Eminence, Kentucky ("Farmers
Deposit"), the parent holding company for Farmers Deposit Bank, a state-
chartered commercial bank. In such share exchange transaction, Premier paid
$1,035 cash for each of the 12,125 outstanding shares of Farmers Deposit, for an
aggregate purchase price of $12,549,375.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Consolidated financial statements of Farmers Deposit Bancorp and
Subsidiary as of June 30, 1995 and 1994 and for each of the years in the three-
year period ended June 30, 1995, 1994 and 1993 are incorporated by reference
into this report as Exhibit 99.1.
(b) PRO FORMA FINANCIAL INFORMATION.
With respect to the Company's acquisition of Farmers Deposit, pro
forma condensed combined financial data required pursuant to Article 11 of
Regulation S-X are included in this report as Exhibit 99.2.
(c) EXHIBITS.
2. Agreement and Plan of Share Exchange dated March 4, 1996 between
Farmers Deposit Bancorp and the Company (incorporated by reference to the
Company's Current Report on Form 8-K, Exhibit (2), filed with the Commission on
March 7, 1996).
23. Consent of Strothman & Company PSC
99.1 Consolidated Financial Statements of Farmers Deposit Bancorp
(incorporated by reference to pages F-47 through F-71 of the Company's Amendment
No. 3 to Registration Statement on Form S-1 (Registration No. 333-1702), filed
with the Commission on May 3, 1996).
99.2 Pro Forma Condensed Combined Financial Data
2
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC.
By: /s/ J. Howell Kelly
----------------------------
J. Howell Kelly
President
Dated: July 10, 1996
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Document
- ------- ------------------------
2. Agreement and Plan of Share Exchange dated March
4, 1996 between Farmers Deposit Bancorp and the
Company (incorporated by reference to the
Company's Current Report on Form 8-K, Exhibit (2),
filed with the Commission on March 7, 1996).
23. Consent of Strothman & Company PSC
99.1 Consolidated Financial Statements of Farmers
Deposit Bancorp (incorporated by reference to
pages F-47 through F-71 of the Company's Amendment
No. 3 to Registration Statement on Form S-1
(Registration No. 333-1702), filed with the
Commission on May 3, 1996).
99.2 Pro Forma Condensed Combined Financial Data
4
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference on Form 8-K under the
Securities Exchange Act of 1934 of Premier Financial Bancorp, Inc. of our report
dated March 29, 1996 and contained in Amendment No. 3 to Registration Statement
No. 333-1702 of Premier Financial Bancorp, Inc. on Form S-1 under the Securities
Act of 1933 insofar as such report relates to the consolidated financial
statements of Farmers Deposit Bancorp and Subsidiary as of June 30, 1995 and
1994, and for each of the years in the three-year period ended June 30, 1995,
1994 and 1993.
Strothman & Company PSC
Louisville, Kentucky
July 10, 1996
<PAGE>
EXHIBIT 99.2
PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following tables set forth certain pro forma condensed combined
financial data for the Company as of and for the three months ended March 31,
1996 and year ended December 31, 1995, giving effect to the net proceeds from a
public offering involving the sale of 2,300,000 Common Shares completed in June
1996, at an offering price of $13.00 per share, the acquisition of Citizens
Bank, Sharpsburg, Kentucky (Sharpsburg) on October 31, 1995 and the acquisition
of Farmers Deposit Bancorp and Subsidiary, Eminence, Kentucky (Eminence)
effective July 1, 1996. The acquisition of Sharpsburg and Eminence are
accounted for under the purchase method of accounting as if they had occurred as
of January 1, 1995, after giving effect to the pro forma adjustments described
in the Notes to the Pro Forma Condensed Combined Financial Statements. This
information should be read in conjunction with the historical consolidated
financial statements of the Company and Eminence, including the respective notes
thereto. The pro forma financial data are not necessarily indicative of the
results that actually would have occurred had the acquisitions been consummated
on the dates indicated or that may be obtained in the future. The pro forma
information presented has been retroactively adjusted to reflect all prior stock
splits effected in the form of share dividends, including the 2-for-1 stock
split effected in the form of a share dividend on March 29, 1996.
<PAGE>
PROFORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
--------------------------
HISTORICAL OFFERING EMINENCE
-------------------------- PROFORMA PROFORMA PROFORMA
COMPANY(6) EMINENCE(4) ADJUSTMENTS ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 5,259 $ 1,633 $ 27,207(1) $ (12,549)(3) $ 14,500
(5,000)(2) (2,050)(4)
Federal funds sold 4,670 1,325 5,995
Investment securities:
Available for sale 19,957 5,656 25,613
Held to maturity 8,568 12,501 300(3) 21,369
Loans $ 115,860 $ 82,085 $ 197,945
Less: unearned income (833) (1,350) (2,183)
Less: allowance for loan losses (1,790) (809) (2,599)
----------- ----------- -----------
Net loans $ 113,237 $ 79,926 $ 193,163
Premises and equipment 2,114 917 200(3) 3,231
Goodwill 244 0 4,969(3) 5,213
Other assets 4,088 2,604 6,692
----------- ----------- -----------
TOTAL ASSETS $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776
LIABILITIES
Deposits:
Non-interest bearing $ 14,797 $ 5,943 $ $ $ 20,740
Interest bearing 124,067 79,876 203,943
----------- ----------- -----------
Total deposits $ 138,864 $ 85,819 $ $ $ 224,683
Repurchase agreements 644 5,000 5,644
Advances from FHLB 755 3,923 4,678
Other liabilities 1,509 520 170(3) 2,199
Debt 5,000 2,050 (5,000)(2) (2,050)(4) 0
----------- ----------- --------- --------- -----------
Total liabilities $ 146,772 $ 97,312 $ (5,000) $ (1,880) $ 237,204
STOCKHOLDERS' EQUITY
Common stock $ 955 $ 469 $ 23(1) $ (469)(3) $ 978
Surplus 5,897 2,000 27,184(1) (2,000)(3) 33,081
Retained earnings 4,753 4,717 (4,717)(3) 4,753
Net unrealized gain (loss) (240) 64 (64)(3) (240)
----------- ----------- --------- -----------
Total stockholders' equity $ 11,365 $ 7,250 $ 27,207 $ (7,250) $ 38,572
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776
</TABLE>
2
<PAGE>
Notes
- -----
(1) To record net proceeds received from the sale of $2,300,000 Common shares
at the offering price of $13.00 per share.
(2) To record the discharge of debt of the Company.
(3) To record the purchase of Eminence and related goodwill. The cost of this
transaction has been allocated to identifiable assets acquired and
liabilities assumed based upon their fair values as estimated during the
Company's acquisition review of Eminence. The excess of the purchase price
of $12,549,000 over the unadjusted net assets acquired of $7,250,000 has
been allocated as follows:
Purchase price $ 12,549,000
Less: unadjusted net assets acquired (7,250,000)
-------------
Excess $ 5,299,000
Less: Market value adjustment to investment securities (300,000)
Less: Market value adjustment to Bank premises (200,000)
Add: Deferred taxes on market value adjustments 170,000
-------------
Purchase price in excess of adjusted net assets acquired
(Goodwill) $ 4,969,000
(4) To record the discharge of debt of Eminence.
(5) Eminence's most recent audited financial statements are as of and for the
year ended June 30, 1995. Amounts for Eminence included above have been
updated to reflect the results of operations through March 31, 1996. The
balance sheet as of March 31, 1996 has not been audited by independent
public accountants; however, in the opinion of management such information
reflects all adjustments necessary for a fair presentation. All such
adjustments are of a normal and recurring nature.
(6) Amounts for the Company are derived from the Company's quarterly report on
Form 10-Q as of and for the three months ended March 31, 1996. The balance
sheet as of March 31, 1996 has not been audited by independent public
accountants; however, in the opinion of management such information
reflects all adjustments necessary for a fair presentation. All such
adjustments are of a normal and recurring nature.
3
<PAGE>
PROFORMA CONDENSED COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL
------------------------------------------ PROFORMA PROFORMA
COMPANY(1) EMINENCE(2) SHARPSBURG(3) ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 9,488 $ 6,944 $ 1,143 $ $ 17,575
Interest on investment securities -
Taxable 904 658 212 (9)(6) 1,765
Tax-exempt 397 373 19 (46)(6) 743
Interest on federal funds sold and
other interest income 314 180 15 509
-------- -------- -------- -------- ---------
Total interest income $ 11,103 $ 8,155 $ 1,389 $ (55) $ 20,592
INTEREST EXPENSE:
Interest on deposits $ 4,773 $ 4,000 $ 659 $ 9,432
Interest on other borrowings 307 668 6 (454)(8) 527
-------- -------- -------- -------- ---------
Total interest expense $ 5,080 $ 4,668 $ 665 $ (454) $ 9,959
Net interest income $ 6,023 $ 3,487 $ 724 $ 399 $ 10,633
Provision for loan losses 86 491 237 814
-------- -------- -------- -------- ---------
Net interest income after provision
for loan losses $ 5,937 $ 2,996 $ 487 $ 399 $ 9,819
NON-INTEREST INCOME:
Service charges and fees $ 530 $ 207 $ 82 $ $ 819
Insurance commissions 156 110 3 269
Other income 147 190 6 343
Security gains (losses) (8) 4 0 (4)
-------- -------- -------- -------- ---------
Total non-interest income $ 825 $ 511 $ 91 $ $ 1,427
NON-INTEREST EXPENSES:
Salaries and benefits $ 2,309 $ 1,171 $ 238 $ $ 3,718
Occupancy and equip. expenses 633 341 30 7 1,011
FDIC insurance 124 147 37 308
Acquisition expense 110 0 0 110
Other expenses 1,316 514 275 331(4) 2,450
14(5)
-------- -------- -------- -------- ---------
Total non-interest expenses $ 4,492 $ 2,173 $ 580 $ 352 $ 7,597
Income before income taxes $ 2,270 $ 1,334 $ (2) $ 47 $ 3,649
4
<PAGE>
Applicable income taxes 113 312 0 154(8) 559
(18)(6)
(2)(7)
-------- -------- -------- -------- ---------
NET INCOME $ 2,157 $ 1,022 $ (2) $ (87) $ 3,090
Earnings per common share:
Primary $ 1.13 $ 0.74(9)(10)
Fully diluted $ 1.13 $ 0.74(9)(10)
Weighted average number of shares
outstanding (in thousands):
Primary 1,903 4,203(9)
Fully diluted 1,903 4,203(9)
</TABLE>
5
<PAGE>
Notes
- -----
(1) Amounts for the Company are derived from the audited financial statements
for the Company as of and for the year ended December 31, 1995.
(2) Eminence's most recent audited financial statements are as of and for the
year ended June 30, 1995. Amounts for Eminence included above have been
updated to reflect the results of operations for the period January 1, 1995
through December 31, 1995. The balance sheet and statement of income as of
and for the six months ended December 31, 1995 have not been audited by
independent public accountants; however, in the opinion of management such
information reflects all adjustments necessary for a fair presentation of
the results for the interim period. All such adjustments are of a normal
and recurring nature.
(3) Amounts for the Sharpsburg Bank are derived from audited financial
statements as of and for the ten months ended October 31, 1995. Amounts
for the period November 1, 1995 through December 31, 1995 are included in
amounts shown for the Company.
(4) To record amortization of goodwill (including any core deposit intangible,
which has not been separately identified and valued) relating to the
purchase of Eminence over an accelerated period of 15 years.
(5) To record amortization of goodwill (including any core deposit intangible,
which has not been separately identified and valued) relating to the
purchase of the Sharpsburg Bank over an accelerated period of 15 years.
(6) To record amortization of premiums on investment securities and related tax
effect relating to the purchase of Eminence over a 7 year period using the
constant yield method.
(7) To record depreciation expense on a step-up of bank premises and related
tax effect relating to the purchase of Eminence over a 30 year period using
the straight line method.
(8) To eliminate actual interest expense and related tax benefit incurred on
average debt outstanding during 1995 of $4,950,000. Total debt outstanding
at December 31, 1995 of $7,050,000 will be discharged with the proceeds
from the sale of Common Shares.
(9) Reflects the effect of the sale of 2,300,000 Common Shares.
(10) Does not reflect the additional net income of approximately $0.09 per
common share from the investment of excess funds from the sale of common
stock of $7,608,000 and additional funds of $2,100,000 that would have been
available during 1995 due to the difference between the average debt
outstanding during 1995 of $4,950,000 and the amount of debt assumed
discharged at December 31, 1995 of $7,050,000 at an interest rate of 5.75%
(which is an interest rate less than the 6.8% rate actually achieved by the
Company on its investment portfolio in 1995).
6
<PAGE>
PROFORMA CONDENSED COMBINED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL
------------------------- PROFORMA PROFORMA
COMPANY(1) EMINENCE(2) ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 2,949 $ 1,822 $ 4,771
Interest on investment securities -
Taxable 313 159 (2)(4) 470
Tax-exempt 83 103 (12)(4) 174
Interest on federal funds sold and
other interest income 129 64 193
---------- ---------- -----------
Total interest income $ 3,474 $ 2,148 $ (14) $ 5,608
INTEREST EXPENSE:
Interest on deposits $ 1,528 $ 1,088 $ $ 2,616
Interest on other borrowings 125 159 (148)(6) 136
---------- ---------- ---------- -----------
Total interest expense $ 1,653 $ 1,247 $ (148) $ 2,752
Net interest income $ 1,821 $ 901 $ 134 $ 2,856
Provision for loan losses 73 169 242
---------- ---------- ----------- -----------
Net interest income after provision $ 1,748 $ 732 $ 134 $ 2,614
for loan losses
NON-INTEREST INCOME:
Service charges and fees $ 147 $ 54 $ $ 201
Insurance commissions 44 10 54
Other income 128 70 198
Security gains (losses) 0 2 2
---------- ---------- -----------
Total non-interest income $ 319 $ 136 $ $ 455
NON-INTEREST EXPENSES:
Salaries and benefits $ 817 $ 287 $ $ 1,104
Occupancy and equip. expenses 128 89 2(5) 219
FDIC insurance 13 1 14
Other expenses 439 162 83(3) 684
---------- ---------- ----------- -----------
Total non-interest expenses $ 1,397 $ 539 $ 85 $ 2,021
Income before income taxes $ 670 $ 329 $ 49 $ 1,048
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Applicable income taxes 172 66 50(6) 282
(5)(4)
(1)(5)
---
NET INCOME $ 498 $ 263 $ 5 $ 766
Earnings per common share:
Primary $ 0.26 $ 0.18(7)(8)
Fully diluted $ 0.26 $ 0.18(7)(8)
Weighted average number of shares
outstanding (in thousands):
Primary 1,909 4,209(7)
Fully diluted 1,909 4,209(7)
</TABLE>
8
<PAGE>
Notes
- -----
(1) Amounts for the Company are derived from the Company's quarterly report on
Form 10-Q as of and for the three months ended March 31, 1996. The income
statement for the three months ended March 31, 1996 has not been
audited by independent public accountants; however, in the opinion of
management such information reflects all adjustments necessary for a fair
presentation. All such adjustments are of a normal and recurring nature.
(2) Eminence's most recent audited financial statements are as of and for the
year ended June 30, 1995. Amounts for Eminence included above have been
updated to reflect the results of operations for the period January 1, 1996
through March 31, 1996. The balance sheet and statement of income as of
and for the three months ended March 31, 1995 have not been audited by
independent public accountants; however, in the opinion of management such
information reflects all adjustments necessary for a fair presentation of
the results for the interim period. All such adjustments are of a normal
and recurring nature.
(3) To record amortization of goodwill (including any core deposit intangible,
which has not been separately identified and valued) relating to the
purchase of Eminence over an accelerated period of 15 years.
(4) To record amortization of premiums on investment securities and related tax
effect relating to the purchase of Eminence over a 7 year period using the
constant yield method.
(5) To record depreciation expense on a step-up of bank premises and related
tax effect relating to the purchase of Eminence over a 30 year period using
the straight line method.
(6) To eliminate actual interest expense and related tax benefit incurred on
average debt outstanding during the three months ended March 31, 1996 of
$7,050,000. Total debt outstanding at March 31, 1996 of $7,050,000 will be
discharged with the proceeds from the sale of Common Shares.
(7) Reflects the effect of the sale of 2,300,000 Common Shares.
(10) Does not reflect the additional net income of approximately $0.02 per
common share from the investment of excess funds from the sale of common
stock of $7,608,000 that would have been available during the three months
ended March 31, 1996.
9
