As filed with the Securities and Exchange Commission on February
15, 1994 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIBERTY NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of
incorporation or organization)
61-0955936
(I.R.S. Employer Identification No.)
416 West Jefferson Street
P.O. Box 32500
Louisville, Kentucky 40232-2500
(502) 566-2000
(Address of principal executive offices)
First Federal Savings Bank 1992 Stock Option Plan
(Full title of the plan(s))
Kathryn R. Arterberry
Liberty National Bancorp, Inc.
416 West Jefferson Street
P.O. Box 32500
Louisville, Kentucky 402032-2500
(502) 566-2700
(Name and address of agent for service)
Copy to: Alan K. MacDonald
Brown, Todd & Heyburn
3200 Capital Holding Center
Louisville, Kentucky 40202-3363
(502) 589-5400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of secur- Amount offering aggregate Amount of
ities to be to be price per offering Registration
registered registered share (1) price (1) fee (1)
<S> <C> <C> <C> <C>
Common Stock 25,275 $29.25 $739,293.75 $254.93
shares
<FN>
(1) Estimated and calculated pursuant to Rule 457(c) based
on the market price of Liberty common stock at the close of
business on February 11, 1994.
</TABLE>
<PAGE>
PROSPECTUS
LIBERTY NATIONAL BANCORP, INC.
25,275 Shares
Common Stock
FIRST FEDERAL SAVINGS BANK 1992 STOCK OPTION PLAN
_________________________________________________
This Prospectus relates to 25,275 shares (the "Shares") of
common stock of Liberty National Bancorp, Inc. ("Liberty"). Of
the Shares, 21,595 Shares may be offered for sale for the account
of certain directors and officers (the "Selling Shareholders") of
First Federal Savings Bank ("First Federal") who were granted
options to purchase shares of common stock of First Federal
("First Federal Stock") pursuant to the First Federal Savings
Bank 1992 Stock Option Plan (the "Stock Option Plan"). Shares of
First Federal Stock issued upon the exercise of options before
the merger (the "Merger") of a wholly owned subsidiary of Liberty
into First Federal on November 30, 1993 were converted in the
Merger into shares of Liberty common stock. See "Selling
Shareholders."
The remaining 3,680 Shares may be issued to, and later
offered for sale for the account of, certain directors of First
Federal (the "Optionholders") who hold options to purchase Shares
(the "Options") pursuant to the Stock Option Plan. Under the
terms of the Stock Option Plan, options to purchase First Federal
Stock originally issued to the Optionholders automatically
converted into the Options to purchase Shares in the Merger. See
"First Federal Stock Option Plan."
The Selling Shareholders have advised Liberty that sales of
the Shares may be made from time to time in the over-the-counter
market, through negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices. The Selling Shareholders (and
Optionholders who subsequently exercise their Options) may effect
such transactions by selling the Shares to or through broker-
dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling
Shareholders (as well as Optionholders who subsequently exercise
their Options) or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation to a particular broker-
dealer might be in excess of customary commissions). See
"Selling Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares will be
received by Liberty. Liberty will receive consideration in the
form of cash or shares of Liberty common stock for Shares to be
issued upon the exercise of Options. Liberty will pay all
expenses with respect to this offering, except for brokerage
fees, commissions and transfer taxes for the Selling
Shareholders, which will be borne by the Selling Shareholders.
See "Plan of Distribution."
Liberty's common stock is listed on the NASDAQ/National
Market System under the symbol LNBC. On February 11, 1994, the
closing price of Liberty common stock, as reported by the
NASDAQ/National Market System, was $29.25 per share.
_________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________________
The date of this Prospectus is February 15, 1994.
No person is authorized in connection with any offering
made hereby to give information or to make any representation
other than as contained or as incorporated by reference in this
Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized
by Liberty, the Selling Shareholders or the Optionholders. This
Prospectus is not an offer to sell, or a solicitation of any
order to buy, by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information . . . . . . . . . .. . . . . . . . . . . .3
Incorporation of Certain Documents by Reference . . . . . . . .3
Liberty National Bancorp, Inc. . . . . . . . . . . . . . . . . .4
Recent Developments . . . . . . . . . . . . . . . . . . . . . .5
Price Range of Shares . . . . . . . . . . . . . . . . . . . . .6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .7
First Federal Stock Option Plan. . . . . . . . . . . . . . . . .7
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 12
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . 12
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
/TABLE
<PAGE>
AVAILABLE INFORMATION
Liberty National Bancorp, Inc. is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549; at the Commission's New York Regional Office, 7 World
Trade Center, New York, New York 10048; and at the Commission's
Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
Liberty has filed with the Commission a Registration
Statement on Form S-8 (herein, together with all amendments and
exhibits thereto, referred to as the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities
Act") with respect to the shares of its Shares offered hereby.
This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the
Registration Statement. The statements contained in this
Prospectus concerning the contents of any contract or other
document referred to are not necessarily complete. Where such
contract or other document is an exhibit to the Registration
Statement, each statement is qualified in all respects by the
provisions of such exhibit, to which reference is hereby made for
a full statement of the provisions thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the
Commission by Liberty are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended
December 31, 1992;
(b) Definitive Proxy Statement dated March 15, 1993,
pages 1 through 15;
(c) Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1993;
(d) Current Reports on Form 8-K dated March 31, September
24, November 2, 1993, and February 11, 1994;
(e) Report on Form 10-C dated May 17, 1993;
(f) Registration Statement on Form 8-A dated April 27,
1981; and
(g) Registration Statement on Form 8-A dated August 19,
1992, as amended by Form 8-A/A dated November 3, 1993.
All documents filed by Liberty pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of
filing of such documents. Any statement contained in any
document incorporated or deemed to be incorporated by reference
herein shall be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Liberty will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any
such person, a copy of any or all of the documents which are
incorporated herein by reference, other than exhibits to such
information (unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed
to Carl E. Weigel, Treasurer, Liberty National Bancorp, Inc., P.
O. Box 32500, Louisville, Kentucky 40232-2500, telephone (502)
566-2510.
LIBERTY NATIONAL BANCORP, INC.
Liberty is a bank holding company registered with the Board
of Governors of the Federal Reserve System pursuant to Section
5(a) of Bank Holding Company Act of 1956, as amended. Liberty is
the largest independent bank holding company headquartered in
Kentucky and had assets of approximately $4.9 billion at
December 31, 1993.
Liberty conducts a complete range of commercial and
personal banking activities through its subsidiary banks: Liberty
National Bank and Trust Company of Kentucky (Louisville,
Kentucky); Liberty National Bank of Owensboro (Owensboro,
Kentucky); Liberty National Bank of Northern Kentucky (Erlanger,
Kentucky); Liberty National Bank of Madisonville (Madisonville,
Kentucky); Liberty National Bank and Trust Company of Indiana
(Charlestown, Indiana); Liberty National Bank of Shelbyville
(Shelbyville, Kentucky); Liberty National Bank and Trust Company
of Hardin County (Elizabethtown, Kentucky); Hardin County Bank
and Trust, Inc. (Radcliff, Kentucky); Farmers Deposit Bank of
Brandenburg (Brandenburg, Kentucky); and First Federal Savings
Bank (Hopkinsville, Kentucky). The other principal direct and
indirect subsidiaries of Liberty are Liberty National Leasing
Company, LNB Life Insurance Company, Liberty Investment Services,
Inc., Liberty Vehicle Leasing Company, and Liberty Financial
Services, Inc. Liberty's subsidiary banks maintain a total of
103 domestic branch offices and one foreign branch office located
in the Grand Cayman Islands.
Liberty's principal executive offices are located at 416
West Jefferson Street, Louisville, Kentucky. Correspondence
should be directed to P.O. Box 32500, Louisville, Kentucky
40232-2500. Liberty's telephone number is (502) 566-2000.
RECENT DEVELOPMENTS
On November 2, 1993, Liberty entered into a merger
agreement (the "Acquisition Agreement") between Liberty and Aaron
Acquisition Corporation (the "Acquisition Corporation"), and
joined in by BANC ONE Corporation ("BANC ONE"). The Acquisition
Corporation is a wholly owned subsidiary of BANC ONE. The
Acquisition Agreement provides, among other things, for the
merger (the "BANC ONE Merger") of the Acquisition Corporation
with and into Liberty upon the terms and conditions of the
Acquisition Agreement.
Terms of the agreement call for Liberty's shareholders to
receive $35.00 in value of BANC ONE common stock for each share
of Liberty's common stock if BANC ONE shares are trading between
$37.79 and $40.00 a share. If BANC ONE shares are trading at or
below $37.79 per share, Liberty's shareholders will receive .9262
shares of BANC ONE common stock for each share of Liberty's
common stock. If BANC ONE common stock is trading at or above
$40.00, Liberty's shareholders will receive .8750 shares of BANC
ONE common stock for each share of Liberty's common stock.
Liberty may terminate the agreement if BANC ONE shares are
trading at or below $34.55 per share and at or above $31.82 per
share unless BANC ONE agrees to issue additional BANC ONE shares
to Liberty shareholders so that the value of BANC ONE shares
received by Liberty shareholders is not less than $32.00 per
Liberty share. Liberty may terminate the Acquisition Agreement
if BANC ONE shares are trading at less than $31.82 per share.
BANC ONE common stock will be valued by averaging trading prices
during a 15-day trading period ending eight trading days before
closing.
The BANC ONE share prices and exchange ratios in the
preceding paragraph have been adjusted to reflect a 10% stock
dividend announced by BANC ONE on January 25, 1994. The stock
dividend is payable on March 4, 1994 to BANC ONE shareholders of
record as of February 16, 1994.
Consummation of the BANC ONE Merger is subject to certain
conditions, including approval of the shareholders of Liberty,
approval of the Federal Reserve Board and other required
regulatory approvals. The Acquisition Agreement is also subject
to termination by the parties by mutual consent or upon the
occurrence of certain specified events.
Concurrently with the execution and delivery of the
Acquisition Agreement, Liberty entered into an Option Agreement
dated as of November 2, 1993 (the "Stock Option Agreement"),
pursuant to which Liberty granted to BANC ONE an option to
purchase up to 5,064,663 shares of Liberty's common stock
(representing 19.9% of the then currently issued and outstanding
shares of Liberty's common stock), if certain events occur,
including if any person (other than BANC ONE) acquires
beneficial ownership of 50% or more of Liberty's outstanding
shares of common stock or Liberty enters into an agreement with
another person (other than BANC ONE) pursuant to which such
person is entitled to acquire 50% or more of the outstanding
shares of Liberty's common stock. The purchase price per share
is equal to the closing trade price of a share of Liberty's
common stock on November 2, 1993. The number of shares subject
to the option is subject to adjustment in the event of certain
changes in Liberty common stock, including the issuance of shares
of Liberty common stock to First Federal Shareholders in the
Merger. The Stock Option Agreement also contains certain
registration rights.
In connection with the Acquisition Agreement, Liberty
executed a First Amendment dated as of November 2, 1993 (the
"First Amendment"), to the Rights Agreement dated as of August
19, 1992, with Chemical Bank as Rights Agent (the "Rights
Agreement"). The First Amendment provides that BANC ONE will not
become an "Acquiring Person," and that no "Triggering Event,"
"Stock Acquisition Date," or "Distribution Date" (as such terms
are defined in the Rights Agreement) will occur as a result of
the approval, execution or delivery of the Acquisition Agreement,
the Stock Option Agreement, or the consummation of the
transactions contemplated thereby. In addition, the First
Amendment provides that the Rights (as defined in the Rights
Agreement) will expire upon consummation of the BANC ONE Merger.
PRICE RANGE OF SHARES
Liberty's common stock is listed on the NASDAQ National
Market System under the NASDAQ symbol LNBC. The following table
sets forth the high, low and last closing per share prices of
Liberty's common stock, as reported by NASDAQ, and the dividends
declared per share during the periods indicated. Per share
information has been adjusted to reflect a 3-for-2 stock split
distributed February 17, 1992 and a 4-for-3 stock split
distributed May 17, 1993.
<PAGE>
<TABLE>
<CAPTION>
Cash
Dividends
1992 High Low Last Declared
<S> <C> <C> <C> <C>
First Quarter 24.563 18.375 21.750 0.15000
Second Quarter 25.875 21.375 21.938 0 15000
Third Quarter 22.875 20.438 22.125 0.15000
Fourth Quarter 26.625 21.188 25.500 0.15000
1993
First Quarter 26.813 22.875 26.063 0.16875
Second Quarter 27.375 24.188 24.750 0.16875
Third Quarter 28.500 25.000 27.500 0.17000
Fourth Quarter 30.750 25.250 30.250 0.30000(1)
1994
First Quarter
(through February
11, 1994) 30.500 29.000 29.250
<FN>
(1) Includes a $0.13 per share special dividend declared
December 15, 1993 and paid January 1, 1994 to align Liberty's
current dividend schedule with the current BANC ONE dividend
schedule as provided in the Acquisition Agreement. See "Recent
Developments."
</TABLE>
On February 11, 1994, the last sale price of Liberty
Shares, as reported by NASDAQ, was $29.25 per share.
USE OF PROCEEDS
All of the Shares being sold pursuant to this Prospectus
are being sold by the Selling Shareholders (and, if applicable in
the future, the Optionholders). Accordingly, Liberty will not
receive any of the proceeds from the sale of such Shares.
Liberty will use the proceeds received upon the exercise of
Options, if any, for general corporate purposes.
FIRST FEDERAL STOCK OPTION PLAN
General
In connection with First Federal's conversion into a
federally chartered stock savings bank (the "Conversion") in
1991, the Board of Directors of First Federal adopted the Stock
Option Plan, which was approved by First Federal's stockholders
at its 1992 Annual Meeting. Pursuant to the Stock Option Plan,
17,190 shares, or 10% of the First Federal Stock issued in the
Conversion, were reserved for future issuance by First Federal
upon exercise of Options to be granted from time to time under
the Stock Option Plan. The stated purpose of the Stock Option
Plan was to attract and retain the best available personnel for
positions of substantial responsibility and to provide additional
incentive to key employees by facilitating their purchase of a
stock interest in First Federal. The Stock Option Plan, which
became effective upon the effectiveness of the Conversion on
April 9, 1992, provides for a term of ten years, after which no
awards may be made, unless earlier terminated by the Board of
Directors pursuant to the Stock Option Plan. The Stock Option
Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Plan Administration. The Stock Option Plan is administered
by a committee of at least three directors of First Federal
designated by its Board of Directors (the "Option Committee").
The Option Committee selects the employees to whom Options are to
be granted and the number of shares to be granted.
First Federal receives no monetary consideration for the
granting of Options under the Stock Option Plan. The sole
monetary consideration is the Option Price to be received by
Liberty for each share issued to Optionholders upon the exercise
of such Options.
Shares Subject to Options. The Stock Option Plan initially
reserved shares of First Federal Stock for issuance upon exercise
of options granted under the Stock Option Plan equal to 10% of
the number of shares of First Federal Stock issued in the
Conversion. Of these shares, the Plan provided that 80% were to
be available for issuance to employees selected by the Option
Committee and that the remaining 20% were to be subject to
options to be allocated equally among the nonemployee directors
of First Federal in office at the effective time of the
Conversion. A total of 17,190 shares of First Federal Stock were
reserved under the Stock Option Plan, and options for all 17,190
shares were issued to employees and nonemployee directors in
accordance with the terms of the Stock Option Plan.
Holders of options for 13,981 shares of First Federal Stock
exercised their options before the Merger. These shares were
converted into 20,555 whole Shares of Liberty common stock in the
Merger. Under the terms of the Stock Option Plan, the options
for the remaining 3,209 shares of First Federal Stock
automatically converted in the Merger into Options to purchase
4,720 Shares of Liberty common stock. One Option for 1,040
Shares has been exercised since the Merger.
The Stock Option Plan provides that in the event that each
of the outstanding shares of First Federal Stock is changed into
or exchanged into a different number or kind of shares of capital
stock of First Federal or of another corporation (whether by
reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there will be substituted for each
share of First Federal Stock then under option or available for
option the number and kind of shares of capital stock into which
each outstanding share of First Federal Stock may be changed or
for which each such share may be exchanged, together with an
appropriate adjustment of the exercise price. Liberty and BANC
ONE have agreed that unexercised Options outstanding at the
effective time of the BANC ONE Merger will be converted into
options to purchase BANC ONE common stock at the conversion rate
in the Acquisition Agreement. See "Recent Developments."
Eligibility and Exercise. Any employee of First Federal,
its parent corporation, or its subsidiary is eligible to receive,
at no cost to them, Options under the Stock Option Plan. The
Stock Option Plan authorizes the issuance of both incentive stock
options (options that afford favorable tax treatment to
recipients upon compliance with certain restrictions pursuant to
Section 422 of the Code and do not normally result in tax
deductions to First Federal) and options that do not so qualify.
The Options currently outstanding are nonqualified options.
Options outstanding under the Stock Option Plan were fully
exercisable upon grant and expire if not exercised before April
9, 2002. Option shares may be paid for in cash, shares of
Liberty common stock, or a combination of both.
Options may be exercised only while the Optionholder is a
director of First Federal, or within one year after termination
of the Optionholder's status as a director but not later than the
date in which the Options would otherwise expire, or in the event
of the Optionholder's death during the term as a director, by the
personal representatives of the Optionholder's estate or person
or persons to whom the Optionholder's rights under the Option
shall have passed by will or by laws of descent and distribution.
Options of a deceased Optionholder may be exercised within two
years from the date of death while in office, but not later than
the date on which the Option would otherwise expire.
Exercise Price. The initial grant of Options under the
Stock Option Plan took place following the Conversion. The
original Option exercise price was $10.00 per share of First
Federal Stock, which was the actual purchase price of the First
Federal Common Stock in the Conversion. In the Merger,
unexercised options to purchase First Federal Stock converted to
Options to purchase Shares of Liberty common stock at an exercise
price of $6.80 per Share.
Change in Control. The Stock Option Plan provides that, in
the event of a change in control in First Federal, or immediately
prior to a change in control of First Federal that would
extinguish an Optionholder's Options (control being defined as
the beneficial ownership of 25% or more of First Federal's
outstanding voting stock by any person or group), any Option that
provides for its exercise in installments will become
immediatelyexercisable, and the Optionholder will, at the
discretion of the Option Committee, be entitled to receive cash
in an amount equal to the excess of the fair market value of the
stock subject to the Option over the Option Price in exchange for
the surrender of the Option.
Amendment and Termination of the Stock Option Plan
The Board of Directors of First Federal may at any time
amend, modify or terminate the Stock Option Plan, but may not,
without the prior approval of Liberty, First Federal's sole
stockholder, make any amendment that materially increases the
maximum number of shares which may be subject to awards under the
Stock Option Plan. Additionally, without stockholder approval,
the First Federal Board of Directors may not amend the Stock
Option Plan to materially increase the benefits accruing to
participants or materially modify the requirements for
eligibility for participation. Unless previously terminated, the
Stock Option Plan will continue in effect for a term of ten
Tax Information
Under present federal income tax laws, awards under the
Stock Option Plan have the following consequences:
(1) The grant of an Option will not by itself result in
the recognition of taxable income to the participant nor entitle
Liberty to a deduction at the time of such grant.
(2) The exercise of an Option that is an incentive stock
option within the meaning of Section 422 of the Code generally
will not, by itself, result in the recognition of taxable income
to the participant nor entitle Liberty to a deduction at the time
of such exercise. However, the difference between the exercise
price and the fair market value of the Option shares on the date
of exercise is an item of tax preference which may, in certain
situations, trigger the alternative minimum tax under the Code.)
The participant will recognize capital gain or loss upon any
resale of the Shares received upon such exercise, provided that
he held such Shares for at least one year after transfer of the
shares to him or two years after the grant of the Option,
whichever is later. Generally, if the Shares are not held for
that period, the participant will recognize ordinary income upon
disposition in an amount equal to the lesser of (1) the
difference between the exercise price and the fair market value
on the date of exercise of the Shares, or (2) the gain realized
upon the sale.
(3) The exercise of a non-incentive option will result in
the recognition of ordinary income by the participant on the date
of exercise in an amount equal to the difference between the
exercise price and the fair market value on the date of exercise
of the Shares acquired pursuant to the Option.
(4) Liberty will recognize a tax deductible compensation
expense for federal income tax purposes at the same time and in
the same amount as an Optionholder recognizes taxable ordinary
income upon the earlier of the exercise of such Option or the
sale of the Shares received upon exercise of such Option.
SELLING SHAREHOLDERS
The following table sets forth certain information as of
February 11, 1994, with respect to the Selling Shareholders.
Each of the Selling Shareholders beneficially owned less than one
percent of the outstanding shares of Liberty common stock as of
that date and would own less than one percent as a result of the
sale of his or her Shares in the Offering.
<TABLE>
<CAPTION>
Number of
Name of Selling Shares Number of Number of Shares
Shareholder and Beneficially Shares Beneficially
Position with Owned Before Subject Owned After
First Federal Offering (1) to Sale Offering(1)
<S> <C> <C> <C>
W.J. Lawrence, Jr. 15,878 5,055 10,823
President and
Director
Bennie L. Hester 15,878 5,055 10,823
Senior Vice
President,
Secretary and
Director
Wallace H. Henderson 10,598 1,040 9,558
Director
Donald E. Campbell 2,186 1,311 875
Vice President
Allena Brunken 5,723 1,311 4,412
Vice President
Paulette Satterlee 1,458 1,311 147
Treasurer
J. Jack Haddock 3,482 320 3,162
Director Emeritus
Estate of Norris
J. Parrent 16 16 0
Mike Nosbusch 772 772 0
Assistant Vice
President
Glenn Rodgers 772 772 0
Assistant Vice
President
Alice Fowler 919 772 147
Assistant Vice
President
Pamela E. Holloway 772 772 0
Assistant Vice
President
Mary B. Grace 919 772 147
Assistant Secretary
Paula B. Morrow 919 772 147
Assistant Secretary
Jane G. Fleming 772 772 0
Assistant Secretary
Patricia F. Miller 772 772 0
Assistant Secretary
</TABLE>
________________________
[FN]
(1) Does not include Liberty shares held by the First
Federal Savings Bank Employee Stock Ownership Plan ("ESOP") that
have been allocated to the account of any Selling Shareholder.
As of December 30, 1993, 1,838 of the 18,381 shares of Liberty
common stock held by the ESOP had been allocated to the accounts
of individual participants in the ESOP.
PLAN OF DISTRIBUTION
Liberty has been advised that the Selling Shareholders, and
Optionholders after they have exercised their Options, may sell
Shares from time to time in transactions in the over-the-counter
market, through negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices.
Sales may be made pursuant to this Prospectus to or through
broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling
Shareholders (and, if applicable, the Optionholders) or the
purchasers of Shares for whom such broker-dealer may act as agent
or to whom they may sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of
customary commissions). The Selling Shareholders (and, if
applicable, Optionholders) and any broker-dealers or other
persons acting on their behalf in connection with the sale of
Shares may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by them and any
profit realized by them on the resale of the Shares as principals
may be deemed to be underwriting commissions under the Securities
Act.
RESTRICTIONS ON RESALE
The Shares covered by this Prospectus -- Shares received in
the Merger for First Federal stock issued upon the exercise of
options before the Merger or upon the exercise of Options after
the Merger, and Shares subject to outstanding, unexercised
Options -- have been registered and qualified for public sale
under applicable federal and state securities laws. Therefore,
Selling Shareholders and Optionholders generally will be able to
sell their Shares without restriction under these
securities laws.
Directors and executive officers of First Federal, who may
be deemed to have been "affiliates" of First Federal at the
effective time of the Merger and who entered into "affiliate
agreements" with Liberty, will continue to be subject to certain
restrictions under federal securities laws on their rights to
sell the shares of Liberty common stock they received in the
Merger. However, the restrictions do not apply to Shares covered
by this Prospectus. Questions regarding the applicability and
nature of resale restrictions to proposed transactions involving
shares of Liberty common stock should be addressed to the Legal
Department of Liberty National Bank and Trust Company of
Kentucky. The restrictions on resale of Shares do not apply to
any Selling Shareholders who did not enter into an affiliate
agreement.
LEGAL OPINION
The validity of the Shares offered hereby will be passed
upon for Liberty by Brown, Todd & Heyburn. As of June 15, 1993,
partners and associates of Brown, Todd & Heyburn beneficially
owned a total of 155,391 shares of Liberty Common Stock.
EXPERTS
The consolidated balance sheets of Liberty National
Bancorp, Inc., and Subsidiaries as of December 31, 1992 and 1991
and the consolidated statements of income, changes in
stockholders' equity and cash flows for the years then ended,
incorporated by reference into this Prospectus, have been
incorporated herein in reliance on the report, which includes an
explanatory paragraph regarding a change in the method of
accounting for income taxes in 1991, of Coopers & Lybrand,
independent certified public accountants, given on the authority
of that firm as experts in accounting and auditing.
The consolidated statements of income, changes in
stockholders' equity and cash flows of Liberty National Bancorp,
Inc., and Subsidiaries for the year ended December 31, 1990,
incorporated by reference in this Prospectus, have been
incorporated in this Prospectus in reliance upon the report of
KPMG Peat Marwick, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. <PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Liberty National Bancorp,
Inc. ("Liberty") with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the "Exchange Act"),
are hereby incorporated by reference into the Registration
Statement.
(a) Annual Report on Form 10-K for the year ended
December 31, 1992;
(b) Definitive Proxy Statement dated March 15, 1993,
pages 1 through 15;
(c) Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1993.
(d) Current Reports on Form 8-K dated March 31, September
24, November 2, 1993, and February 11, 1994.
(e) Report on Form 10-C dated May 17, 1993;
(f) Registration Statement on Form 8-A dated April 27,
1981; and
(g) Registration Statement on Form 8-A dated August 19,
1992, as amended by Form 8-A/A dated November 3, 1993.
All documents subsequently filed by Liberty pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered pursuant to this Registration Statement have
been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into the
Registration Statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this
Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement,
or in a document subsequently filed, modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
The class of securities offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Brown, Todd & Heyburn, Louisville, Kentucky, will pass upon
the legality of the shares of Liberty common stock offered
hereby. As of June 15, 1993, partners and associates of Brown,
Todd & Heyburn beneficially owned a total of 155,391 shares of
Liberty common stock.
Item 6. Indemnification of Directors and Officers.
Under Kentucky law, a corporation has broad powers of
indemnification. A person may be indemnified for judgments,
penalties, fines, settlements, and reasonable expenses incurred
by that person in proceedings in connection with the person's
official capacity in the corporation. Indemnification against
reasonable legal expenses incurred by a person in such a
proceeding is mandatory when the person is wholly successful in
the defense of the proceeding. However, under no circumstances
may a person be indemnified for any actions taken in bad faith.
Liberty's articles of incorporation and bylaws do not contain any
provisions relating to the indemnification of directors,
officers, employees, or agents of Liberty or its subsidiaries.
Item 7. Exemption from Registration Claimed.
The 21,595 Shares offered hereby by the Selling
Shareholders are restricted securities received in the Merger
upon the conversion of shares of First Federal common stock
originally issued upon the exercise of stock options granted
under the Stock Option Plan or Shares issued upon the exercise of
such options after the Merger which converted in the Merger into
options to purchase Shares. The exemption from registration
claimed for both transactions is the exemption provided by
Section 4(2) of the Securities Act of 1933, as amended.
Item 8. Exhibits.
3.1 Liberty's Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibit (3) to Liberty's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1993.
3.2 Liberty's Bylaws are incorporated by reference to Exhibit
(3)(b) to Liberty's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988.
4.1 Rights Agreement dated August 19, 1992, between Liberty
National Bancorp, Inc. and Chemical Bank is incorporated by
reference to Exhibits 4 and 10.1 to Liberty's Current Report on
Form 8-K dated August 19, 1992.
4.2 First Amendment dated November 2, 1993 to Rights Agreement
dated August 19, 1992, between Liberty National Bancorp, Inc. and
Chemical Bank is incorporated by reference to Exhibit 4.1 to
Liberty's Current Report on Form 8-K dated November 2, 1993.
4.3 Instruments defining the rights of holders of long-term
debt of Liberty and its subsidiaries are not filed as exhibits
because the amount of debt under each instrument is less than 10%
of the consolidated assets of Liberty. Liberty undertakes to
file these instruments with the Commission upon request.
5. Opinion of Brown, Todd & Heyburn as to the legality of the
securities registered.
10.1 First Federal Savings Bank 1992 Stock Option Plan is
incorporated by reference to Exhibit 10.3 to Form S-4
Registration Statement No. 33-66746.
10.2 Liberty National Bank and Trust Company Compensation
Deferral Plan is incorporated herein by reference to Exhibit
(10.1) to Liberty's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1993.
10.3 Liberty National Bank and Trust Company Excess Benefit Plan
is incorporated herein by reference to Exhibit (10.2) to
Liberty's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1993.
10.4 Liberty National Bancorp, Inc., Management Incentive
Compensation Plan, as amended and restated as of January 1992, is
incorporated herein by reference to Exhibit (10)(c) to Liberty's
Annual Report on Form 10-K for the fiscal year ended December 31,
1991.
10.5 Amendment No. 1 to Liberty National Bancorp, Inc.
Management Incentive Compensation Plan, as amended and restated
as of January 1992, as amended as of December 1993.
10.6 Form of Officer Compensation Continuation Agreement between
Liberty and certain officers of Liberty and its subsidiary banks,
as amended, is incorporated herein by reference to Exhibit
(10)(e) to Liberty's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989.
10.7 Credit Agreement dated as of June 18, 1992, among Liberty
National Bancorp, Inc. and The Chase Manhattan Bank (National
Association), as Initial Bank and Agent, is incorporated herein
by reference to Exhibit (10) to Liberty's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1992.
10.8 Liberty National Bancorp, Inc. 1986 Stock Option Plan as
Amended and Restated as of January 10, 1990, and as further
Amended February 16, 1993, is incorporated herein by reference to
Exhibit 10(f) to Liberty's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992
23.1 Consent of Brown, Todd & Heyburn is contained in its
opinion filed as Exhibit 5 hereto.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of KPMG Peat Marwick.
24. Power of Attorney is contained in the Signature Page to this
Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue. <PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Louisville, Commonwealth of Kentucky, on January 12,
1994.
LIBERTY NATIONAL BANCORP, INC.
By /s/ Malcolm B. Chancey, Jr.
Malcolm B. Chancey, Jr.
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Malcolm B.
Chancey, Jr. his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming that said attorney-in-
fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Malcolm B. Chancey, Jr. Chairman of the January 12, 1994
Malcolm B. Chancey, Jr. Board, President
and Chief
Executive Officer
/s/ R.K. Guillaume Executive Vice January 12, 1994
R.K. Guillaume President and
Director
/s/ Carl E. Weigel Treasurer January 12, 1994
Carl E. Weigel Principal Financial
and Accounting
Officer)
/s/ Stanley S. Dickson Director January 12, 1994
Stanley S. Dickson
/s/ C.H. Dishman III Director January 12, 1994
C.H. Dishman III
/s/ Wallace H. Dunbar Director January 12, 1994
Wallace H. Dunbar
/s/ Owsley Brown Frazier Director January 12, 1994
Owsley Brown Frazier
/s/ George E. Gans III Director January 12, 1994
George E. Gans III
/s/ George N. Gill Director January 12, 1994
George N. Gill
/s/ Frank B. Hower, Jr. Director January 12, 1994
Frank B. Hower, Jr.
Director January , 1994
Nancy Lampton
Director January , 1994
Leonard E. Lyles
/s/ Martin S. Margulis Director January 12, 1994
Martin S. Margulis
/s/ James W. McDowell, Jr. Director January 12, 1994
James W. McDowell, Jr.
/s/ John C. Nichols II Director January 12, 1994
John C. Nichols II
/s/ Gouverneur H. Nixon Director January 12, 1994
Gouverneur H. Nixon
/s/ Joseph W. Phelps Director January 12, 1994
Joseph W. Phelps
/s/ Cyrus S. Radford, Jr. Director January 12, 1994
Cyrus S. Radford, Jr.
/s/ Max L. Shapira Director January 12, 1994
Max L. Shapira
/s/ Dr. Robert L. Taylor Director January 12, 1994
Dr. Robert L. Taylor
/TABLE
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Paper (P) or
Exhibit Description Electronic (E)
<S> <C>
3.1 Liberty's Amended and Restated Articles of
Incorporation are incorporated by reference to
Exhibit (3) to Liberty's Quarterly Report on Form 10-
Q for the fiscal quarter ended March 31, 1993. (P)
3.2 Liberty's Bylaws are incorporated by reference to
Exhibit (3)(b) to Liberty's Annual Report on Form 10-
K for the fiscal year ended December 31, 1988. (P)
4.1 Rights Agreement dated August 19, 1992, between
Liberty National Bancorp, Inc. and Chemical Bank is
incorporated by reference to Exhibits 4 and 10.1 to
Liberty's Current Report on Form 8-K dated August 19,
1992. (P)
4.2 First Amendment dated November 2, 1993 to Rights
Agreement dated August 19, 1992, between Liberty
National Bancorp, Inc. and Chemical Bank is
incorporated by reference to Exhibit 4.1 to
Liberty's Current Report on Form 8-K dated November
2, 1993. (E)
4.3 Instruments defining the rights of holders of long-
term debt of Liberty and its subsidiaries are not
filed as exhibits because the amount of debt under
each instrument is less than 10% of the consolidated
assets of Liberty. Liberty undertakes to file these
instruments with the Commission upon request. NA
5. Opinion of Brown, Todd & Heyburn as to the legality
of the securities registered. (E)
10.1 First Federal Savings Bank 1992 Stock Option Plan is
incorporated by reference to Exhibit 10.3 to Form S-4
Registration Statement No. 33-66746. (P)
10.2 Liberty National Bank and Trust Company Compensation
Deferral Plan is incorporated herein by reference to
Exhibit (10.1) to Liberty's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1993. (P)
10.3 Liberty National Bank and Trust Company Excess
Benefit Plan is incorporated herein by reference to
Exhibit (10.2) to Liberty's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1993. (P)
10.4 Liberty National Bancorp, Inc., Management Incentive
Compensation Plan, as amended and restated as of
January 1992, is incorporated herein by reference to
Exhibit (10)(c) to Liberty's Annual Report on Form
10-K for the fiscal year ended December 31, 1991. (P)
10.5 Amendment No. 1 to Liberty National Bancorp, Inc.
Management Incentive Compensation Plan, as amended
and restated as of January 1992, as amended as of
December 1993. (E)
10.6 Form of Officer Compensation Continuation Agreement
between Liberty and certain officers of Liberty and
its subsidiary banks, as amended, is incorporated
herein by reference to Exhibit (10)(e) to Liberty's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1989. (P)
10.7 Credit Agreement dated as of June 18, 1992, among
Liberty National Bancorp, Inc. and The Chase
Manhattan Bank (National Association), as Initial
Bank and Agent, is incorporated herein by reference
to Exhibit (10) to Liberty's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1992. (P)
10.8 Liberty National Bancorp, Inc. 1986 Stock Option Plan
as Amended and Restated as of January 10, 1990, and
as further Amended February 16, 1993, is incorporated
herein by reference to Exhibit 10(f) to Liberty's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992. (P)
23.1 Consent of Brown, Todd & Heyburn is contained in its
opinion filed as Exhibit 5 hereto. NA
23.2 Consent of Coopers & Lybrand. (E)
23.3 Consent of KPMG Peat Marwick. (E)
24. Power of Attorney is contained in the Signature Page
to this Registration Statement. NA
</TABLE>
Brown, Todd & Heyburn
3200 Capital Holding Center
Louisville, Kentucky 40202-3363
February 14, 1994
Board of Directors
Liberty National Bancorp, Inc.
416 West Jefferson Street
P.O. Box 32500
Louisville, Kentucky 402032-2500
Gentlemen:
We have acted as counsel to Liberty National Bancorp, Inc.,
a Kentucky corporation (the "Company") in connection with the
preparation of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration
Statement"). The Registration Statement is expected to be filed
with the Securities and Exchange Commission on or about February
15, 1994, and covers an aggregate of 25,275 shares (the "Shares")
of common stock of the Company.
Of the Shares, 21,595 Shares may be offered for sale for
the account of certain directors and officers (the "Selling
Shareholders") of First Federal Savings Bank ("First Federal").
All but one of these officers and directors exercised options to
purchase 13,981 shares of common stock of First Federal ("First
Federal Stock") pursuant to the First Federal Savings Bank 1992
Stock Option Plan (the "Stock Option Plan") before the merger
(the "Merger") of a subsidiary of the Company into First Federal
on November 30, 1993. These shares of First Federal Stock were
converted into 20,595 Shares in the Merger. In addition, 1,040
Shares were issued to a director who exercised an option after
the Merger, which option had been converted in the Merger into an
option to purchase Liberty common stock. The remaining 3,680
Shares may be issued to, and later offered for sale for the
account of, certain directors of First Federal (the
"Optionholders") who hold options to purchase Shares (the
"Options") granted in 1992 pursuant to the Stock Option Plan.
Under the terms of the Stock Option Plan, options originally
issued to purchase First Federal Stock outstanding at the
effective time of the Merger automatically converted into the
Options to purchase Shares in the Merger.
We have examined and relied upon originals or copies,
certified to our satisfaction, of such corporate records,
documents, orders, certificates, statements of governmental
officials and corporate officers and representatives, and other
instruments as we have deemed relevant and necessary as the basis
for our opinion. We are rendering this opinion as of the time
the Registration Statement becomes effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended.
Based upon the foregoing, it is our opinion that the Shares
have been duly authorized and issued, and when sold in accordance
with the terms of the Registration Statement, will be validly
issued, fully paid and nonassessable. To the extent that laws
other than the laws of the Commonwealth of Kentucky and Federal
laws are applicable to any of the transactions, agreements or
instruments referred to herein, we express no opinion on such
laws.
We hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement.
BROWN, TODD & HEYBURN
By:/s/Alan K. MacDonald
Alan K. MacDonald, Partner
EXHIBIT 10.5
AMENDMENT NO. 1
TO THE
LIBERTY NATIONAL BANCORP, INC.
AMENDED AND RESTATED
MANAGEMENT INCENTIVE COMPENSATION PLAN
This is Amendment No. 1 to the Liberty National Bancorp,
Inc. Amended and Restated Management Incentive Compensation Plan
(the "Plan"), which Amendment shall be effective as of December
31, 1993.
Recital
Liberty National Bancorp, Inc. ("Liberty") wishes to phase
out the Plan in contemplation of a merger with BANC ONE
Corporation (BANC ONE).
Amendment
NOW, THEREFORE, the Plan is hereby amended as follows,
provided that this Amendment shall be null and void if Liberty
and BANC ONE do not merge in 1994:
1. Section 8.01 of the Plan is hereby amended by adding
the following sentence to the end thereof:
No Longer-Term Award Cycle shall begin in 1994 or in
any later year.
2. A new Section 6.04 is hereby added to the Plan to
read in its entirety as follows:
Notwithstanding any other provision of this Plan, no
Annual Awards shall be payable under this Plan for
any period that begins after December 31, 1994.
3. Section 2.01(e) of the Plan is hereby amended by
adding the following sentence to the end thereof:
For purposes of determining Earnings Per Share for
1994 and 1995, expenses and charge-offs, net of tax
benefits thereof, directly related to Liberty's
merger with BANC ONE shall be disregarded.
4. Section 8.04 of the Plan is hereby amended by adding
the following sentence to the end thereof:
For purposes of determining Return on Equity and
Return on Average Assets for 1994 and 1995, expenses
and charge-offs, net of tax benefits thereof,
directly related to Liberty's merger with BANC ONE
shall be disregarded.
5. The Plan shall terminate as of December 31,
1995, provided that awards already earned through that date shall
remain payable to the extent not already paid.
IN WITNESS WHEREOF, this Amendment No. 1 is hereby adopted
as of the date first stated above.
LIBERTY NATIONAL BANCORP, INC.
By /s/ Malcolm B. Chancey, Jr.
Title: Chairman
Date: December 31, 1993
COOPERS
& LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Liberty National Bancorp, Inc. on Form S-8 of our
report dated January 13, 1993 on our audit of the consolidated
financial statements of Liberty National Bancorp, Inc. and
Subsidiaries as of December 31, 1992 and 1991, and for the years
then ended, which report is included in Liberty National Bancorp,
Inc.'s Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts" in said
Registration Statement.
COOPERS & LYBRAND
/s/ Coopers & Lybrand
Louisville, Kentucky
February 14, 1994
CONSENT OF KPMG PEAT MARWICK - INDEPENDENT AUDITORS
The Board of Directors
Liberty National Bancorp, Inc.
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick
Louisville, Kentucky
February 14, 1994
