Current Report Filing (8-k)
March 14 2013 - 6:03AM
Edgar (US Regulatory)
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): March 13, 2013
PremierWest Bancorp
(Exact Name of Registrant as specified in its charter)
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Oregon |
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000-50332 |
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93 1282171 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
503 Airport Road, Medford, Oregon 97504
Address of Principal Executive Office
Registrants telephone number including area code 541-618-6003
(Former name or former address, if changed since last report)
Not applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On March 13, 2013,
PremierWest Bancorp (PremierWest) issued a press release announcing a further adjournment of its special meeting of shareholders to continue to provide additional time to solicit proxies to approve the Agreement and Plan of Merger, dated
October 29, 2012, among PremierWest, Starbuck Bancshares, Inc. and Pearl Merger Sub Corp., pursuant to which PremierWest will merge with and into Pearl Merger Sub Corp., with Pearl Merger Sub Corp. as the surviving entity, 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 Road, Medford, Oregon. 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.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits |
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Exhibit Number |
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Description |
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99.1 |
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Press Release of PremierWest dated March 13, 2013 |
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.
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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-K 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. PremierWest makes forward-looking statements in this Form 8-K about the proposed merger with Pearl Merger Sub Corp., a wholly-owned subsidiary of Starbuck Bancshares, Inc., and as to when Internet and telephone voting will
resume. 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 PremierWest may be unable to procure the required shareholder approval. You should not
place undue reliance on forward-looking statements and PremierWest undertakes no obligation to update any such statements.
SIGNATURE
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.
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PREMIERWEST BANCORP (Registrant) |
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Date: March 13, 2013 |
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By: |
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/s/ Douglas N. Biddle |
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Douglas N. Biddle |
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Executive Vice President / Chief Financial Officer |
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