UNITED STATES 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) January 15, 2016

(Exact name of registrant as specified in its charter)

Commission file number 000-20908

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.01.  Completion of Acquisition or Disposition of Assets

On January 19, 2016, Premier Financial Bancorp, Inc. (“Premier”) issued a press release announcing the completion of its acquisition (the “Acquisition”) of First National Bankshares Corporation (“First National”), a $245 million single bank holding company (as of September 30, 2015) headquartered in Ronceverte, West Virginia.  The transaction was completed at the close of business on January 15, 2016.  Under terms of the definitive agreement of merger dated July 6, 2015, each share of First National common stock will be entitled to merger consideration of 1.69 shares of Premier common stock.  Premier will issue approximately 1.4 million shares of its common stock to the shareholders of First National.  In addition to the shares of Premier common stock, First National shareholders also received a regulatorily approved special dividend of $5.08 per share from the equity of First National as part of the acquisition transaction.  The value of the transaction, including the special dividend, is estimated at $26.5 million.

First National is parent company of First National Bank, a $245 million bank (as of September 30, 2015) headquartered in Ronceverte, West Virginia.  First National Bank is now a wholly owned subsidiary bank of Premier.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibit 99.1 - Press Release dated January 19, 2016.

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.

(Registrant)

  and Chief Financial Officer

EXHIBIT INDEX

 

 

 

---