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 9, 2001
NB&T FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
OHIO 0-23134 31-1004998
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(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
48 N. South Street, Wilmington, Ohio 45177
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 382-1441
Item 5. Other Events.
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On July 9, 2001, The National Bank and Trust Company ("NB&T"), a
federally chartered bank and wholly-owned subsidiary of NB&T Financial Group,
Inc., both of which are headquartered in Wilmington, Ohio, Premier Financial
Bancorp, Inc., a Kentucky corporation ("Premier"), and Sabina Bank, a bank
chartered under the laws of the State of Ohio and a wholly-owned subsidiary of
Premier, entered into an Asset Purchase and Liability Assumption Agreement
(the "Agreement"), which sets forth the terms and conditions under which NB&T
will acquire the business of Sabina Bank (the "Acquisition"). Under the terms
of the Agreement, NB&T will acquire substantially all of the assets and assume
specified liabilities, including the deposits, of Sabina Bank. NB&T will pay
to Premier Financial Bancorp in cash an amount equal to the sum of (a) 2.25
times (b)(1) the regulatory Tier I capital of Sabina Bank, less (2) the sum of
(i) the intangible assets of Sabina Bank, (ii) the prepaid expenses of Sabina
Bank and (iii)(A) two percent of the gross loans of Sabina Bank less (B) the
amount of Sabina Bank's allowance for loan losses. Based on financial data as
of March 31, 2001, that amount would have been $11.5 million.
Consummation of the Acquisition is subject to the receipt of all required
regulatory approvals, as well as other customary conditions. The Acquisition
will not require the approval of the shareholders of either NB&T Financial
Group or Premier.
The Agreement and the press release issued by NB&T Financial Group on
July 9, 2001, regarding the Merger are attached as exhibits to this report and
are incorporated herein by reference. The foregoing summary of the Agreement
does not purport to be complete and is qualified in its entirety by reference
to such Agreement.
Item 7.(b) Exhibits
a. Exhibits
Exhibit
No. Exhibit Description
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2 Asset Purchase and Liability
Assumption Agreement
99 News Release - The National
Bank and Trust Company to
Acquire Business of Sabina
Bank
SIGNATURES
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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.
NB&T FINANCIAL GROUP, INC.
By: /s/Charles L. Dehner
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Charles L. Dehner
Executive Vice President,
Chief Financial Officer
Date: July 9, 2001