As filed with the Securities and Exchange Commission on June 11, 1996
Registration Statement No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIKEVILLE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 61-0979818
(state of other jurisdiction I.R.S. Employer
of incorporation or Identification Number
organization)
P.O. Box 2947
208 North Mayo Trail
Pikeville, Kentucky 41501
(Address of Principal Executive Offices)
PIKEVILLE NATIONAL CORPORATION 1989 STOCK OPTION PLAN
(Additional Shares)
(Full Title of the plan)
BURLIN COLEMAN COPY TO:
208 North Mayo Trail
Pikeville, Kentucky 41501 NICHOLAS R. GLANCY
(Name and address of agent Greenebaum Doll & McDonald
for service) PLLC
(606) 432-1414 1400 Vine Center Tower
(Telephone number, including Lexington, Kentucky 40507
area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities be maximum aggregate registration
to be registered offering offering fee
registered price per price*
share*
Common 350,000 $21 3/4 $7,612,500.00 $2,625.00
Stock, par shares
value $5.00
per share
*Estimated solely for the purpose of calculating the registration
fee. This estimate has been calculated in accordance with Rule
457(h) of the Securities Act of 1933, as amended, and is based on
the average of the high and low prices per share as reported on
the National Association of Securities Dealers Automated
Quotation/National Market System on June 5, 1996.
<PAGE>
AVAILABLE INFORMATION
Pikeville National Corporation (the "Company" or the
"Registrant") 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 filed by the Company with the Commission can be
inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at its
regional offices at Citicorp Center, 300 West Madison Street,
Chicago, Illinois 60661, and Seven World Trade Center, New York,
New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Common Stock is listed on the National
Association of Securities Dealers Automated Quotation/National
Market System ("NASDAQ"), 1735 K Street, N.W., Washington, D.C.
20006. In addition, certain of such materials are also available
through the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").
INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENT
The Registrant has earlier filed a registration statement on
Form S-8 (Registration No. 33-36165) relating to the Pikeville
National Corporation 1989 Stock Option Plan (the "Earlier
Registration Statement"). This Registration Statement registers
additional shares for offering pursuant to such Plan. Subject to
the final paragraph of Item 3 of Part IV of this Registration
Statement, the contents of the Earlier Registration Statement are
incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Pikeville National
Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 are incorporated into this Registration Statement by
reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (File No. 0-11129).
(b) All other reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995.
(c) The description of Registrant's shares of Common Stock,
par value $5.00 per share (the "Common Stock"), contained in the
Registration Statement on Form 10 (File No. 0-11129) filed by the
Registrant with the Commission, dated April 29, 1983, and all
other amendments and reports filed for the purpose of updating
such description prior to the termination of the offering of the
Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the filing
date of such documents.
Any statement contained in this Registration Statement or in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
the original Section 10(a) prospectus (as regards any statement
in any previously filed document incorporated by reference
herein), or a statement in any subsequently filed document that
is also incorporated by reference herein or a statement in any
subsequent Section 10(a) prospectus, modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except so as modified or superseded, to constitute
a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
A member of Greenebaum Doll & McDonald PLLC who participated
in the preparation of the Registration Statement beneficially
owned 2,812 shares of Registrant's Common Stock as of March 31,
1996. Greenebaum Doll & McDonald PLLC, Lexington, Kentucky, has
rendered the opinion as to the validity of the securities being
registered hereunder.
Item 8. Exhibits.
See Exhibit Index.
<PAGE>
Item 9. Undertakings.
(a) Rule 415 offerings.
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 (1)(i) and (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 Registrant pursuant to Section 13 or Section 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) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing,
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
<PAGE>
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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 Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all 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 Pikeville, Commonwealth of Kentucky, on June 11, 1996.
PIKEVILLE NATIONAL CORPORATION
By: Richard M. Levy
Richard M. Levy
Executive Vice President
Principal Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard M. Levy,
with full power to act without the other, 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 or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or 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 all that each such attorney-in-fact and
agent, or his or her 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 below by the
following persons in their capacities and on the date indicated.
Name and Signature Title Date
Burlin Coleman Director, Chairman of the Board June 11, 1996
Burlin Coleman
Terry N. Coleman Chief Executive Officer, June 11, 1996
Terry N. Coleman President and Director
Charles J. Baird Director June 11, 1996
Charles J. Baird
Jean R. Hale Secretary and Director June 11, 1996
Jean R. Hale
<PAGE>
Nick A. Cooley Director June 11, 1996
Nick A. Cooley
William A. Graham, Jr. Director June 11, 1996
William A. Graham, Jr.
Brandt Mullins Director June 11, 1996
Brandt Mullins
_______________________ Director , 1996
M. Lynn Parrish
Ernest M. Rogers Director June 11, 1996
Ernest M. Rogers
_______________________ Director , 1996
Porter Welch
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially Numbered Page
4.3 Pikeville National Corporation 1989 Stock Option Plan, 8
as amended April 23, 1996
5 Opinion of Greenebaum Doll & McDonald PLLC 17
23.1 Consent of Greenebaum Doll & McDonald PLLC ________
(included in Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP 18
24 Powers of Attorney (included on Signatures page ________
of this Registration Statement)
<PAGE>
EXHIBIT 4.3
THIRD RESTATED PIKEVILLE NATIONAL CORPORATION
1989 STOCK OPTION PLAN
1. Purpose of Plan. The purpose of the 1989 Stock Option
Plan is to promote the interests of Pikeville National
Corporation (the "Corporation") and its stockholders by
encouraging key employees to acquire a proprietary interest in
the Corporation, thereby increasing the personal interests and
special efforts of such persons to achieve sound growth and
profitability for the Corporation and to enhance the
Corporation's efforts to attract and retain competent key
employees. An option granted under the Plan to an Employee to
purchase shares of the Corporation's Common Stock may be an
Incentive Option or a Non-Qualified Option.
2. Definitions. The following terms when used herein
shall have the meanings set forth below, unless a different
meaning is plainly required by the context.
Board. The Board of Directors of Pikeville National
Corporation.
Code. The Internal Revenue Code of 1986 as it has
been and may be amended from time to time. Reference
to any section of the Code shall include any successor
provision thereto.
Common Stock. Shares of Pikeville National
Corporation $5.00 par value common stock and any other
shares of common stock from time to time authorized
pursuant to the Corporation's Articles of
Incorporation.
Compensation and Stock Option Committee or
Committee. The Committee provided for in Section 8
hereof.
Corporation. Pikeville National Corporation and,
where appropriate, all of the Corporation's
subsidiaries (as that term is defined in Section 424(f)
of the Code) or any successor corporation thereto that
has made provision for adoption of the Plan.
Discharge for Cause. A discharge as a result of
fraud, misappropriation of, or intentional material
damage to, the property or business of the Corporation,
or commission of a felony by the Employee.
Employees. Officers and other key management
personnel of the Corporation, as determined by the
Compensation and Stock Option Committee from time to
time.
<PAGE>
Fair Market Value. The closing price of Common
Stock on the date prior to the date the Option is
granted or, if there are no sales on such date, the
closing price on the last day prior thereto on which
sales were made.
Incentive Option. An incentive stock option as
defined in Section 422 of the Code, which meets the
requirements of Sections 6 and 7 hereof and which is
designated as an Incentive Option.
Non-Qualified Option. An option that is not an
Incentive Option.
Option. An Incentive Option or a Non-Qualified
Option granted to an Optionee pursuant to the Plan.
Option Agreement. A written agreement between the
Corporation and an Optionee evidencing the granting of
an Option and containing terms and conditions
concerning the exercise of the Option.
Option Price. The price to be paid for shares of
Common Stock being purchased pursuant to the exercise
of an Option.
Optionee. An Employee who has been granted an
Option or the personal representative, heir or legatee
of an Optionee who has the right to exercise an Option
upon the death of an Optionee.
Plan. The 1989 Stock Option Plan provided for
herein, as it may be amended from time to time.
Plan Years. The Plan will be effective from
January 1, 1989, through December 31, 1998, for the
granting of available Options.
3. Eligibility and Participation. Persons eligible to
receive Options under the Plan shall be Employees selected by the
Committee. In determining the person(s) to whom Options shall be
granted, the number of shares to be covered by each Option and
whether the Option shall be an Incentive Option or a Non-
Qualified Option, the Committee shall take into account the
duties of the respective persons, their present and potential
contribution to the success of the Corporation, their anticipated
number of years of active service remaining, and such other
factors as it deems relevant in connection with accomplishing the
purposes of the Plan. A person who has been granted an Option
may be granted an additional Option or Options as the Plan and
Committee shall determine.
4. Award of Options. Those Employees approved to
participate in the Plan will be granted Options based upon
criteria developed by the Committee. However, in no case will
the current value of the Common Stock covered by Options granted
each year that are intended to be Incentive Options exceed more
that 100% of the Optionee's present base compensation (i.e.,
annualized salary). Options will be granted each year for up to
10 years, commencing January 1, 1989, and ending on December 31,
1998.
<PAGE>
5. Shares Subject to the Plan. The stock to be offered
under the Plan shall be the Common Stock. Subject to the
adjustments provided for in Section 9 hereof, the aggregate
number of shares of Common Stock to be delivered upon exercise of
all Options granted under the Plan shall not exceed a total of
450,000 shares. Shares of Common Stock subject to, but not
delivered under, an Option terminating or expiring for any reason
prior to the exercise thereof in full, shall be deemed available
for Options thereafter granted during the term of the Plan.
6. Terms and Conditions of Options. All options granted
hereunder shall be issued subject to the following terms and
conditions:
a. Options shall be granted only to Employees and, in the
case of an Incentive Option, shall not be granted to any Employee
who immediately after the granting of an Option under the Plan
owns (within the meaning of Section 424(d) of the Code) more than
10 percent of the issued and outstanding Common Stock unless such
option is granted at 110 percent of the Fair Market Value of the
Common Stock at the time of the grant of the Option. For the
purpose of this Section 6.a and Section 7.c hereof, an Employee
is considered as owning all of the Common Stock owned by the
Employee's brothers, sisters, spouse, ancestors and lineal
descendants and the Optionee's pro-rata share of all Common Stock
owned by corporations, partnerships, estates and trusts in which
the Optionee has in interest.
b. The Option shall not be transferable by the Optionee
otherwise than by will or by the laws of descent and
distribution, and shall be exercisable during the Optionee's
lifetime only by the Optionee.
c. If the Optionee's employment with the Corporation shall
terminate for any reason other than (1) death or permanent and
total disability (as that term is defined in Section 22(e)(3) of
the Code, and is hereinafter referred to as "Disability"), (2)
Discharge for Cause, or (3) as described in Section 6.e, the
Option shall terminate three months after employment terminates
(unless the Optionee dies during such period), or on the Option's
expiration date, if earlier, and shall be exercisable during such
period after termination of employment only with respect to the
number of shares the Optionee was entitled to purchase on the day
preceding the termination of employment, except that the
Committee may, in specific cases and at its sole discretion,
permit the exercise by an Optionee of all or part of the Options
that were not exercisable on the date of termination of
employment within the three-month period after employment
terminates. If the Optionee's employment shall terminate because
of Discharge for Cause, the Option shall terminate at the time of
such Discharge for Cause.
d. In the event of the Optionee's death or Disability
while in the employ of the Corporation, or the Optionee's death
within three months after the termination of the Optionee's
employment, the Option shall terminate upon the earlier to occur
of (1) 12 months after the date of the Optionee's death or
Disability, (2) the Option's expiration date, or (3) such other
date as shall be specified in the Option Agreement. The Option
shall be exercisable during such period after the Optionee's
death or Disability with respect to the number of shares as to
<PAGE>
which the Option shall have been exercisable on the date
preceding the Optionee's death or Disability, as the case may be.
e. Except as provided below, in the event an Optionee who
has been granted an Option under this Plan in conjunction with a
special grant by the Board for management retention purposes, as
described in the underlying Option Agreement, incurs a
termination of employment subsequent to a Change in Control (as
described in Section 12 hereof), the Option so granted shall
terminate three months after employment terminates (unless the
Optionee dies during such period), or on the Option's expiration
date, if earlier, and shall be exercisable during such period
after termination of employment only with respect to the number
of shares the Optionee is entitled to purchase on the day
preceding the termination of employment; provided, that, if the
Optionee's termination of employment is involuntary (other than a
Discharge for Cause), or if the Optionee has a Change in Duties,
or in the event of an Optionee's voluntary termination of
employment following a Change in Duties, the Option shall
continue in accordance with its terms and the Plan until its
expiration date. Any Option that continues beyond the date that
is three months after the termination of employment shall be a
Non-Qualified Option. For purposes of this Section 6.e, a Change
in Duties shall mean any one or more of the following:
1. a significant change in the nature or scope of the
Employee's authorities or duties from those applicable to him
immediately prior to the date on which a Change in Control
occurs;
2. a reduction in the Employee's base annual salary
from that provided to him immediately prior to the date on which
a Change in Control occurs;
3. a diminution in the Employee's eligibility to
participate in bonus, stock option, incentive award and other
compensation plans which provide opportunities to receive
compensation, from the greater of:
* the opportunities provided by
the Corporation for executives with
comparable duties; or
* the opportunities under any
such plans under which the Optionee was
participating immediately prior to the date
on which a Change in Control occur;
4. a change in the location of the Employee's
principal place of employment by the Corporation by more than 25
miles from the location where the Optionee was principally
employed immediately prior to the date on which a Change in
Control occurs; or
5. a reasonable determination by the Board that, as a
result of a Change in Control and a change in circumstances
thereafter significantly affecting the Optionee's position, the
Optionee is unable to exercise the authorities, powers, function
<PAGE>
or duties attached to the Optionee's position immediately prior
to the date on which a Change in Control occurs.
f. If the Option is an Incentive Option, the aggregate
Fair Market Value (determined at the time the Incentive Option is
granted) of the Common Stock that is the subject of the Option,
with respect to which Options are exercisable for the first time
by an Optionee during any calendar year under the Plan or any
other plan of the Corporation, may not exceed $100,000. Should
an Option granted under the Plan which is intended to be an
Incentive Option exceed such limitation, it shall be treated as
an Incentive Option to the extent of the foregoing limitation and
as a Non-Qualified Option to the extent of the excess.
g. The terms and conditions of each Incentive Option
granted under the Plan to an Employee shall be interpreted in a
manner consistent with Section 422 of the Code and with all
regulations issued thereunder.
h. The Committee may, in its sole discretion, cause the
Corporation to convert an Incentive Option to a Non-Qualified
Option upon such terms and conditions and in such manner as the
Committee deems equitable.
7. Other Terms and Conditions of Option Agreements.
The Committee shall have the power, subject to the limitations
contained in the Plan, to prescribe additional terms and
conditions in respect of the granting or exercise of any Option
under the Plan and in particular shall prescribe the following
terms and conditions, which shall be contained in the Option
Agreement for such Option:
a. Whether the Option is an Incentive Option or a Non-
Qualified Option.
b. The number of shares of Common Stock to which the
Option pertains.
c. The exercise price of the Option, which shall not be
less than 100 percent of the Fair Market Value of the Common
Stock at the time of the grant of the Option, except as provided
in Section 6.a hereof.
d. The term of the Option, which shall not exceed 10 years
from the date on which the Option is granted, unless the Optionee
owns more than 10 percent of the issued and outstanding Common
Stock, in which case the term of an Incentive Option shall not
exceed five (5) years.
e. The method by which or time when the Option may be
exercised in whole or in part.
f. Whether the Option Price may be paid in whole or in
part in shares of Common Stock then owned by the Optionee.
g. For a Non-Qualified Option, the provisions for the
withholding of Federal, state and local income or other taxes
that are due in connection with the exercise of the Non-Qualified
Option.
<PAGE>
8. Administration of Plan. The Plan shall be administered
by the Compensation and Stock Option Committee consisting of at
least three members of the Board and consisting of no persons who
are not members of the Board, none of whom has, during the one
year prior to service on the Committee, been granted or awarded
Options or any other equity securities of the Corporation
pursuant to any other plan except as allowed under Rule 16b-
3(c)(2)(i) of the Securities Exchange Act of 1934, as amended,
and none of whom shall be eligible to receive Options while a
member of the Committee. Members of the Committee shall be
subject to any additional restrictions necessary to satisfy the
requirements for disinterested administration of the Plan as set
forth in Rule 16b-3 as it may be amended from time to time. All
decisions, determinations and selections made by the Committee
pursuant to the provisions of the plan and applicable existing
orders or resolutions of the Board shall be final. Each Option
granted shall be evidenced by an Option Agreement containing such
terms and conditions as may be approved by the Committee and
which shall not be inconsistent with the Plan and the orders and
resolutions of the Board with respect thereto.
9. Adjustments Upon Changes in Capitalization.
Notwithstanding the limitation set forth in Section 5 hereof, in
the event of a merger, consolidation, reorganization, stock
dividend, stock split or other change in corporate structure or
capitalization affecting the Common Stock, the Committee shall
make an appropriate adjustment in the maximum number of shares
available under the Plan or to any one individual and in the
number, kind, option price, etc., of shares of Common Stock
subject to Options granted under the Plan. In the case of an
Incentive Option, any such adjustment shall be made so as not to
constitute a modification, extension or renewal of the Option
within the meaning of Section 424(h) of the Code.
10. Time of Granting Options. Nothing contained in the
Plan or in any resolution adopted or to be adopted by the Board
or by the stockholders of the Corporation, and no action taken by
the Committee (other than granting of a specific Option), shall
constitute the granting of an Option hereunder. The granting of
an Option pursuant to the Plan shall take place on the date such
Option is approved by the Committee.
11. Amendment and Discontinuance. The Board may
discontinue, amend, alter and suspend the Plan, but may not,
without the approval of the holders of a majority of all the
issued and outstanding Common Stock present either in person or
by proxy at a meeting duly held for that purpose, make any
alteration or amendment thereof which operates (a) to withdraw
supervision of the administration of the Plan from the Committee,
(b) to increase the total number of shares of Common Stock for
which Options may be granted under the Plan, except as resulting
from the operation of Section 9 hereof, (c) to extend the
maximum Option period provided in Section 7.d hereof, (d) to
decrease the minimum Option Price provided in Section 7.c hereof,
or (e) to change the definition of "Employees" so as to alter
the class of employees eligible to receive Options. Any Option
that is outstanding under the Plan at the time of its amendment
shall remain in effect in accordance with its terms and
conditions and those of the Plan as in effect when the Option was
granted.
12. Acceleration of Exercisability. A "Change in
Control" shall be deemed to occur upon (i) a merger or
consolidation of the Corporation with another Corporation in
which the Corporation is not the surviving corporation or in
which the shareholders of the Corporation do not receive at least
50 percent of the outstanding voting securities of the surviving
corporation, (ii) an exchange or sale of 50 percent or more of
the Corporation's assets, or (iii) 50 percent or more of the
<PAGE>
outstanding voting securities of the Corporation being acquired.
Upon a Change in Control, the unexercisable portion of an Option
shall become exercisable by an Optionee, subject to the following
conditions:
a. If a Change in Control will result in a transfer of
between 50 percent and 75 percent of the Corporation's voting
securities or assets, the Compensation and Stock Option
Committee, in its sole discretion, shall determine if the
unexercisable portion of the Option shall become exercisable and
the terms and conditions pursuant to which said Option may be
exercised, including, but not by way of limitation, the time
prior to the effective date of the Change in Control when the
Options shall become exercisable.
b. If a Change in Control will result in a transfer of
more than 75 percent of the Corporation's voting securities or
assets, then and in such an event, the unexercisable portion of
an Option shall automatically become immediately exercisable.
c. An Option awarded under the Plan in conjunction with a
special grant by the Board for management retention purposes, as
described in the underlying Option Agreement, shall continue to
be exercisable only in accordance with the provisions of said
Option Agreement, notwithstanding the occurrence of a Change in
Control.
13. Effectiveness and Termination of the Plan.
a. The Plan shall become effective upon adoption by the
Board of Directors. The Plan shall be rescinded and all Options
granted hereunder shall be null and void unless within 12 months
from adoption of the Plan it shall have been approved by a vote
of the holders of a majority of the issued and outstanding Common
Stock present either in person or by proxy at a meeting duly held
for such purpose.
b. The Plan shall terminate on the earliest to occur of:
1. the date when all the Common Stock available under
the Plan shall have been acquired through the exercise of Options
granted under the Plan;
2. December 31, 1998; or
3. such other date as the Board may determine.
14. Governing Law. The provision of the Plan shall be
construed, administered and enforced according to the laws of the
Commonwealth of Kentucky, without regard to its conflict of law
rules, and shall be construed in such a fashion that all
Incentive Options shall qualify as "Incentive Stock Options"
within the meaning of Section 422 of the Code.
<PAGE>
15. Captions and Headings. The captions and headings used
herein are for convenience only, shall not be deemed part of the
Plan, and shall not in any way restrict or modify the context and
substance of any section or paragraph hereof.
<PAGE>
June 5, 1996
Pikeville National Corporation
208 North Mayo Trail
P.O. Box 2947
Pikeville, Kentucky 40501
RE: Third Restated Pikeville National Corporation 1989
Stock Option Plan Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as legal counsel to Pikeville National
Corporation, a Kentucky corporation (the "Company"), in
connection with the registration by the Company under the
Securities Act of 1933 on the Form S-8 Registration Statement to
which this opinion is Exhibit 5 (the "Registration Statement") of
additional shares of the Company's common capital stock, par
value $5.00 per share (the "Common Stock"), issuable by the
Company pursuant to the Third Restated Pikeville National
Corporation 1989 Stock Option Plan, as amended to date (the
"Plan").
We have examined and are familiar with the Articles of
Incorporation, as amended, and By-Laws of the Company, and the
various corporate records and proceedings relating to the
organization of the Company and the proposed issuance of the
Common Stock. We have also examined such other documents and
proceedings as we have considered necessary for the purpose of
this opinion.
Based upon the foregoing, it is our opinion that each
additional share of the Common Stock registered by means of the
Registration Statement, when issued pursuant to the Plan, will be
legally issued and, provided that the consideration received by
the Company for each such share of the Common Stock equals or
exceeds its par value, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Sincerely,
GREENEBAUM DOLL & McDONALD PLLC
By: Nick Glancy
CCS/ddm
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 for Pikeville National
Corporation of our report, dated January 13, 1996, on the
consolidated financial statements of Pikeville National
Corporation which appears in Pikeville National Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995.
Crowe, Chizek and Company, LLP
Crowe, Chizek and Company, LLP
South Bend, Indiana
June 3, 1996
