Additional Proxy Soliciting Materials (definitive) (defa14a)
March 14 2013 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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PREMIERWEST BANCORP
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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PremierWest Bancorp issued the following press release on March 13, 2013.
PREMIERWEST BANCORP ANNOUNCES FURTHER ADJOURNMENT OF SPECIAL MEETING OF SHAREHOLDERS UNTIL MARCH 28,
2013
MEDFORD, OREGONMarch 13, 2013: PremierWest Bancorp (Nasdaq: PRWT) (PremierWest), the parent company of PremierWest
Bank, today announced a further adjournment of its Special Meeting of shareholders to continue to provide additional time to solicit proxies on the merger proposal and that the Special Meeting will reconvene at 9:00 a.m. Pacific Time, on
March 28, 2013 at the PremierWest Bank Headquarters located at 503 Airport Rd, Medford, Oregon.
We continue to believe that the
merger with Starbuck Bancshares is in the best interests of PremierWest shareholders and expect to use this further adjournment period to solicit proxies and to continue to gather additional votes, said President and CEO James Ford. Approval
of the merger proposal requires the affirmative vote of a majority of the outstanding shares entitled to vote at the meeting. As of March 13, 2013, approximately 49.2% of the outstanding shares and 60.0% of the total votes cast voted in favor
of the merger proposal. At this time, an additional 78,106 shares voted in favor of the merger proposal are required to approve the merger proposal, while approximately 1.8 million shares remain unvoted.
The Board of Directors of PremierWest continues to recommend that PremierWest shareholders vote FOR the merger proposal. Shareholders who
have previously submitted their proxy or otherwise voted, and who do not want to change their vote, need not take any action. Shareholders who have questions about the merger proposal, need assistance in submitting their proxy or voting their shares
(or changing a prior vote of their shares) should contact Georgeson, Inc., PremierWests proxy solicitor, toll-free at 1-877-278-9670. Submission of proxies in respect of the adjourned meeting via Internet and telephone will resume at 8:00 a.m.
Eastern Time on Thursday, March 14, 2013 and will be available until 11:59 p.m. Eastern Time on Wednesday, March 27, 2013.
PremierWest shareholders are urged to read the full definitive proxy statement filed by PremierWest with the U.S. Securities and Exchange Commission on
January 4, 2013 and previously sent to shareholders for additional information regarding the proposed merger.
IMPORTANT ADDITIONAL
INFORMATION
PremierWest filed a definitive proxy statement with the U.S. Securities and Exchange Commission on January 4, 2013, in
connection with the proposed merger of PremierWest and an affiliate of AmericanWest Bank. Shareholders of PremierWest are urged to read the proxy statement, because it contains important information. Shareholders can obtain a free copy of the proxy
statement, as well as other filings containing information about PremierWest and the merger, without charge, at the U.S. Securities and Exchange Commissions Internet site (www.sec.gov). In addition, copies of the proxy statement and other
filings containing information about PremierWest and the proposed merger can be obtained, without charge, by directing a request to PremierWests Internet site at www.premierwestbank.com under the heading About Us and then under the
heading Investor Relations. Shareholders and customers may also contact: James M. Ford, PremierWest President & CEO at (541) 618-6020 or Jim.Ford@PremierWestBank.com or Doug Biddle, Executive Vice President & Chief
Financial Officer at (541) 282-5391 or Doug.Biddle@PremierWestBank.com.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements within the meaning of the Safe-Harbor provisions of the Private
Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. We make forward-looking statements in this press release about the proposed merger with Pearl Merger Sub Corp., a wholly-owned subsidiary of Starbuck
Bancshares, Inc. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to certain risk factors, including those set forth from time to time in PremierWests filings with the SEC. Such
statements are subject to risks that we may be unable to procure the required shareholder approval. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements.
PROXY SOLICITATION
PremierWest and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from PremierWest shareholders in
respect of the proposed merger. You can find information about PremierWests executive officers and directors in PremierWests definitive annual proxy statement filed with the U.S. Securities and Exchange Commission on April 9, 2012.
You can obtain free copies of PremierWests annual proxy statement, and PremierWests proxy statement in connection with the merger by contacting PremierWests investor relations department.
ABOUT PREMIERWEST BANCORP
PremierWest Bancorp (NASDAQ: PRWT) is a bank holding company headquartered in Medford, Oregon, and operates primarily through its subsidiary,
PremierWest Bank. PremierWest Bank offers expanded banking-related services through its subsidiary, PremierWest Investment Services, Inc.
PremierWest Bank was created following the merger of the Bank of Southern Oregon and Douglas National Bank in May 2000. In April 2001, PremierWest
Bancorp acquired Timberline Bancshares, Inc. and its wholly-owned subsidiary, Timberline Community Bank, located in Siskiyou County in northern California. In January 2004, PremierWest acquired Mid Valley Bank located in the northern California
counties of Shasta, Tehama and Butte. In January 2008, PremierWest acquired Stockmans Financial Group, and its wholly-owned subsidiary, Stockmans Bank, located in the Sacramento, California area. During the last several years, PremierWest expanded
into Klamath Falls and the Central Oregon communities of Bend and Redmond, and into Nevada, Yolo and Butte counties in California.
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