Current Report Filing (8-k)
March 18 2013 - 3:36PM
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 16, 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)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On October 29, 2012, PremierWest Bancorp,
an Oregon corporation (“PremierWest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), and Pearl Merger Sub Corp., an Oregon corporation
and a newly formed subsidiary of Starbuck (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject
to the conditions set forth therein, PremierWest will merge (the “Merger”) with and into Merger Sub, with Merger Sub
as the surviving corporation. On March 16, 2013, PremierWest, Starbuck and Merger Sub entered into the First Amendment to Agreement
and Plan of Merger (the “Amendment”). Pursuant to the terms of the Merger Agreement, as amended by the Amendment, at
the effective time of the Merger, each outstanding share of PremierWest common stock will be converted into the right to receive
$2.00 in cash, without interest, subject to deduction for any required withholding tax.
Consummation of the Merger is subject to approval
of PremierWest shareholders as well as other customary conditions including, among others, the absence of any injunction or other
legal prohibition to the consummation of the Merger. The foregoing description of the Merger Agreement and the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as
Exhibit
2.1 hereto and is incorporated by reference herein, and to the full text of the Merger Agreement, which was filed as Exhibit 2.1
to PremierWest’s Form 8-K filed October 30, 2012, and is incorporated by reference herein. On March 18, 2013, PremierWest
Bancorp issued a press release regarding execution of the Amendment. The press release is attached as
Exhibit 99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
IMPORTANT ADDITIONAL INFORMATION
PremierWest filed a definitive proxy statement on January
4, 2013, and a supplement to the definitive proxy statement on March 18, 2013, 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 and the supplement, 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 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, 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 Ford, PremierWest President & CEO, 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 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:
March 18, 2013 |
PREMIERWEST BANCORP
(Registrant)
By: /s/ Douglas N.
Biddle
Douglas N. Biddle
Executive Vice
President / Chief Financial Officer |
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