Current Report Filing (8-k)
February 06 2013 - 5:07PM
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): February 6, 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
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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))
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On February 6, 2013,
PremierWest Bancorp (the Company) issued a press release announcing that Institutional Shareholder Services, Inc. and Glass Lewis & Co. recommend that the Companys shareholders vote FOR the Companys proposed merger
with Pearl Merger Sub Corp., a wholly owned subsidiary of Starbuck Bancshares, Inc. On January 3, 2013, PremierWest Bancorp announced that it had established a record date of December 31, 2012, and a meeting date of February 19, 2013,
for a special meeting of its shareholders to, among other things, consider and vote on a proposal to approve the previously announced Agreement and Plan of Merger, dated October 29, 2012, among PremierWest, Starbuck Bancshares, Inc., and Pearl
Merger Sub Corp., pursuant to which PremierWest Bancorp will merge with and into Pearl Merger Sub Corp., with Pearl Merger Sub Corp. as the surviving entity.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
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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 Bancorp dated February 6, 2013
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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.
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
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(Registrant)
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By:
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/s/ Douglas N. Biddle
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Date: February 6, 2013
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Douglas N. Biddle
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Executive Vice President / Chief Financial Officer
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