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EX-99.1 - PREMIERWEST BANCORPf8kprwt010313vaex991.htm

 

 

 

 

 

 

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 3, 2013

 

 

PremierWest Bancorp

(Exact Name of Registrant as specified in its charter)

 

Oregon

(State or other jurisdiction of incorporation)

000-50332

(Commission File Number)

93 – 1282171

(IRS Employer

Identification No.)

 

 

503 Airport Road, Medford, Oregon 97504

Address of Principal Executive Office

 

 

Registrant's 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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] 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))

 

 

 

 

Item 8.01 Other Events

 

 

 

On January 3, 2013, PremierWest Bancorp issued a press release announcing that it has 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. (“Starbuck”), and Pearl Merger Sub Corp., a wholly owned subsidiary of Starbuck (“Pearl Merger Sub”), pursuant to which PremierWest Bancorp will merge with and into Pearl Merger Sub, with Pearl Merger Sub as the surviving entity.

 

The Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits
   
(d) Exhibits.
   
  Exhibit Number Description
  99.1 Press Release of PremierWest Bancorp dated January 3, 2013

 

 

IMPORTANT ADDITIONAL INFORMATION

 

PremierWest intends to file a proxy statement with the U.S. Securities and Exchange Commission in connection with the proposed merger of PremierWest and an affiliate of AmericanWest Bank. Shareholders of PremierWest are urged to read the proxy statement when it becomes available, because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about PremierWest and the merger, when available, without charge, at the U.S. Securities and Exchange Commission’s 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, when available, without charge, by directing a request to PremierWest’s 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 (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 PremierWest’s executive officers and directors in PremierWest’s definitive annual proxy statement filed with the U.S. Securities and Exchange Commission on April 9, 2012. You can obtain free copies of PremierWest’s annual proxy statement, and PremierWest’s proxy statement in connection with the merger, when it becomes available, by contacting PremierWest’s 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.

 

 

 

 

 

Date: January 3, 2013

PREMIERWEST BANCORP

(Registrant)

 

 

By: /s/ Douglas N. Biddle

Douglas N. Biddle

Executive Vice President / Chief Financial Officer