SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 31, 1995
PIKEVILLE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY
(State or other jurisdiction of incorporation)
0-11129 61-0979818
(Commission File No.) (IRS Employer Identification No.)
208 North Mayo Trail 41501
Pikeville, KY (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE
(606) 432-1414
N.A.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED
SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 31, 1995, Pikeville National Corporation (the
"Registrant") acquired all of the outstanding Common Stock
of Woodford Bancorp, Inc., Versailles, Kentucky
("Woodford"). This was accomplished via the Agreement and
Plan of Reorganization among Pikeville National Corporation,
Pikeville Acquisition Corp. and Woodford Bancorp, Inc. dated
September 27, 1994 and amended February 7, 1995 and March 2,
1995 (the "Exchange Agreement") filed as Exhibit "A" to the
Registrant's Form S-4 filed with the Securities and Exchange
Commission on March 20, 1995 and incorporated by reference
as Exhibit 2 to this report.
The Registrant issued 966,988 shares of its Common Stock
in exchange for 43,235 shares of Woodford Common Stock, or
22.3659 shares of the Registrant's Common Stock for each
share of Woodford Common Stock. The 43,235 shares of
Woodford Common Stock acquired represented 100% of the stock
outstanding.
The exchange rate of the Registrant's Common Stock per
share of Woodford Common Stock was determined by sections
1.5a, 1.5b and 1.5d of the Exchange Agreement based upon the
shareholders' equity of Woodford at April 30, 1995 and the
closing sales price per share of the Registrant's Common
Stock for the twenty business days ended May 16, 1995.
Woodford has total assets of approximately $100 million
and operates in the banking industry through its subsidiary,
Woodford Bank & Trust Co., a state nonmember bank, in the
Woodford County, Kentucky area.
The description contained herein of the acquisition is
qualified in its entirety by reference to the Exchange
Agreement, incorporated by reference as Exhibit 2, and the
Press Release, attached as Exhibit 99.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-
K, it is impracticable for the Registrant to provide the
financial statements required by this Item 7(a). In
accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after June 15, 1995.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-
K, it is impracticable for the Registrant to provide the pro
forma financial information required by this Item 7(b). In
accordance with Item 7(b)(2) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after June 15,1995.
(c) Exhibits
The Exhibits to this report are listed in the Exhibit
Index set forth elsewhere herein.
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SIGNATURES
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.
PIKEVILLE NATIONAL CORPORATION
By:
Richard M. Levy
Richard M. Levy
Senior Vice President and Chief
Financial Officer
Date: June 14, 1995
<PAGE>
PIKEVILLE NATIONAL CORPORATION
EXHIBITS
Page
2A. Agreement and Plan of Reorganization dated 6
September 27, 1994 between Pikeville National
Corporation and Woodford Bancorp, Inc. (incorporated
by reference to the Registrant's Registration
Statement No. 33-90448)
2B. Amendment No. 1 to Agreement and Plan of 7
Reorganization dated September 27, 1994 between
Pikeville National Corporation and Woodford Bancorp,
Inc., as amended February 7, 1995 (incorporated by
reference to the Registrant's Registration
Statement No. 33-90448)
2C. Amendment No. 2 to Agreement and Plan of 8
Reorganization dated September 27, 1994
between Pikeville National Corporation and
Woodford Bancorp,Inc., as amended March 2, 1995
(incorporated by reference to the Registrant's
Registration Statement No. 33-90448)
99. Press Release 9
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EXHIBIT 2A
The Registrant hereby incorporates by reference Agreement
and Plan of Reorganization dated September 27, 1994 between
Pikeville National Corporation and Woodford Bancorp, Inc.
filed as Exhibit A to the Registrant's Form S-4 dated March
20, 1995, Registration Statement No. 33-90448.
<PAGE>
EXHIBIT 2B
The Registrant hereby incorporates by reference Amendment
No. 1 to Agreement and Plan of Reorganization dated
September 27, 1994 between Pikeville National Corporation
and Woodford Bancorp, Inc., as amended February 7, 1995,
filed as Exhibit A to the Registrant's Form S-4 dated March
20, 1995, Registration Statement No. 33-90448.
<PAGE>
EXHIBIT 2C
The Registrant hereby incorporates by reference Amendment
No. 2 to Agreement and Plan of Reorganization dated
September 27, 1994 between Pikeville National Corporation
and Woodford Bancorp, Inc., as amended March 2, 1995, filed
as Exhibit A to the Registrant's Form S-4 dated March 20,
1995, Registration Statement No. 33-90448.
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
MAY 31, 1995
FOR FURTHER INFORMATION CONTACT TERRY N. COLEMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER, PIKEVILLE NATIONAL CORPORATION
AT 606-432-1414, EXT. 229.
Pikeville National Corporation today announced the
completion of its acquisition of Woodford Bancorp, Inc.,
Versailles, Kentucky (Woodford) for stock. 966,988 shares
of Pikeville National Corporation common stock were
exchanged for all 43,235 shares of outstanding Woodford
common stock in a business combination accounted for as a
pooling of interests.
The acquisition of Woodford and its $100 million in assets
brings the total consolidated assets of Pikeville National
Corporation to approximately $1.6 billion. Pikeville
National Corporation is also scheduled to acquire Commercial
Bank of Middlesboro, Middlesboro, Kentucky on June 30, 1995,
which has assets of approximately $95 million for cash.
Pikeville National Corporation now operates eight commercial
banks, one savings bank, and one trust company with banking
offices in Pike, Floyd, Knott, Fayette, Letcher, Morgan,
Montgomery, Whitley, Fleming, Boyd, Taylor, Adair, Green,
Pulaski, Russell, and now Woodford Counties in Kentucky
along with our scheduled acquisition in Bell County,
Kentucky.
