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
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
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
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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