PIKEVILLE NATIONAL CORPORATION
208 North Mayo Trail
Pikeville, Kentucky 41501
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 1996
A Special Meeting of Shareholders of Pikeville National
Corporation will be held at the principal offices of Pikeville National
Corporation, 208 North Mayo Trail, Fourth Floor, Pikeville, Kentucky at
10:00 a.m. (EST) on August 15, 1996, for the following purpose:
1. Approving an amendment to Pikeville National Corporation's Articles of
Incorporation to change its name from "Pikeville National Corporation"
to "Community Trust Bancorp, Inc."
Only those holders of the Corporation's common stock of
record at the close of business on July 8, 1996, are entitled to notice of
and to vote at the Special Meeting and any adjournment thereof.
The Proxy Statement describing matters to be considered
at the Special Meeting is attached to this notice.
We hope you will attend the meeting and vote your shares in person.
By Order of the Board of Directors
Burlin Coleman Terry N. Coleman
Chairman of the Board President
Pikeville, Kentucky
July 15, 1996
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES. IN THE EVENT
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES
IN PERSON.
<PAGE>
Pikeville National Corporation
208 North Mayo Trail
Pikeville, Kentucky 41501
PROXY STATEMENT
Special Meeting of Shareholders
to be held August 15, 1996
INTRODUCTION
This Proxy Statement and accompanying proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Pikeville National Corporation (the "Company") for use at the Special
Meeting of Shareholders (the "Special Meeting") to be held on August 15,
1996, at 10:00 a.m. (EST), at the principal offices of the Company, 208
North Mayo Trail, Fourth Floor, Pikeville, Kentucky, and any adjournments
thereof.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited in person, by
telephone and other means of communication by directors, officers, and
other employees of the Company, none of whom will receive additional
compensation for such services. The Company will also request brokerage
houses, custodians and nominees to forward soliciting materials to the
beneficial owners of stock held of record by them, and will pay the
reasonable expenses of such persons for forwarding such materials. This
Proxy Statement and the accompanying proxy are first being mailed or given
to shareholders of the Company on or about July 15, 1996.
RECORD DATE AND VOTING SECURITIES
The Common Stock of Pikeville National Corporation ("Common Stock") is
the only class of outstanding voting securities of the Corporation. Only
holders of Common Stock of record at the close of business on July 8, 1996
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting. At the Record Date, there were ___________ shares of Common Stock
outstanding. Shareholders will be entitled to one vote for each share of
Common Stock held of record on the Record Date with regard to Proposal No.
1 at the Special Meeting or any adjournment thereof.
Each proxy, unless the shareholder otherwise specifies, will be voted
in favor of Proposal No. 1 to amend the Company's Articles of Incorporation
to change the Company's name to "Community Trust Bancorp, Inc." Where a
shareholder has appropriately specified how the proxy is to be voted, it
will be voted accordingly. A shareholder may revoke his or her proxy at
any time prior to its exercise. Revocation may be effected by written
notice to the Company, by a subsequently dated proxy received by the
Company, or by oral revocation in person at the Special Meeting or any
adjournment thereof, or by voting in person at the Special Meeting or any
adjournment thereof.
A majority of the outstanding shares present in person or by proxy is
required to constitute a quorum to transact business at the Special
Meeting. Abstentions will be treated as present for purposes of
determining a quorum, but as unvoted shares for purposes of determining the
approval of any matter submitted to the shareholders for a vote. If a
broker indicates that it does not have discretionary authority as to
certain shares to vote on a particular matter, such shares will not be
considered as present and entitled to vote with respect to such matter.
<PAGE>
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
Pursuant to Section 271B.10-030 of the Kentucky Business Corporation
Act, the Company may amend its Articles of Incorporation to change the name
of the Company from "Pikeville National Corporation" to "Community Trust
Bancorp, Inc." (the "Amendment") only upon the approval of a majority of
the votes of the shares of Common Stock of the Company entitled to vote at
the Special Meeting. The Board of Directors has approved the Amendment and
recommends that the shareholders approve the Amendment at the Special
Meeting.
The Board of Directors recommends the Amendment as part of an overall
plan of reorganization for the Company and its subsidiaries (the
"Reorganization"). The Reorganization was first publicly announced on June
28, 1996, and provides for the merger of all of the Company's state
chartered and nationally chartered banking affiliates (the "Affiliates")
with and into Pikeville National Bank & Trust Company ("PNB"), the
Company's lead banking affiliate. Trust Company of Kentucky and Community
Trust Bank, FSB will remain independent subsidiaries of the Company under
the Reorganization. On July 1, 1996, PNB and the Affiliates jointly filed
an application to merge with the Office of the Comptroller of the Currency
(the "OCC"). The application requests that the Reorganization be effective
January 1, 1997.
Also as part of the Reorganization, PNB will change its chartered name
from "Pikeville National Bank & Trust Company" to "Community Trust Bank,
National Association." Changing the name of the Company to "Community
Trust Bancorp, Inc." is consistent with the Reorganization and will
identify the Company with PNB and its banking and financial services. If
the Amendment is approved by the shareholders the Company will operate
under its current name until January 1, 1997, the effective date of the
Reorganization, at which time the Company will file Articles of Amendment
with the Secretary of State of the Commonwealth of Kentucky to change the
Company's name to "Community Trust Bancorp, Inc." and will file a
Certificate of Assumed Name in the name "Pikeville National Corporation."
Subsequent to the effective date of the Reorganization, all of the
Affiliates will be branch offices of PNB. The Company, with input from
each Affiliate, will determine whether each Affiliate, as a branch of PNB
subsequent to the Reorganization, will operate under the name "Pikeville
National Bank & Trust Company," "Community Trust Bank, National
Association," or the name previously used by such branch when it was an
affiliate banking association (i.e., The Woodford Bank and Trust Company,
Farmers National Bank, etc.).
The Board of Directors believes that the Amendment will enhance the
ability of the Company to market the various financial services offered
through its subsidiaries by maintaining consistency between the Company's
name and PNB's name. If the Amendment is approved, the Company's NASDAQ
ticker symbol will change from "PKVL" to "CTBI".
PRINCIPAL SHAREHOLDERS
The following table sets forth information as to each shareholder known by
the Company to beneficially own more than five percent of the Common Stock
as of June 28, 1996.
Beneficial Owners Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
Trust Company of Kentucky, * *
as Fiduciary
P.O. Box 2560
Ashland, Kentucky 41105
(1) The shares indicated are held by Trust Company of Kentucky, a
subsidiary of the Company, in fiduciary capacities as trustee, executor,
agent or otherwise. Of the shares indicated, Trust Company has sole voting
rights with respect to _________ shares, shared voting rights with respect
to ________ shares and no voting rights with respect to ____________
shares. Trust Company has shared investment power with respect to ________
shares and sole investment power with respect to ___________ shares. Trust
Company intends to vote those shares over which it has voting control in
favor of Proposal No. 1.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
The persons named below either currently serve as directors of the
Company and were elected to such positions at the Company's 1996 Annual
Meeting of Shareholders held on April 23, 1996, or serve as an executive
officer of the Company. The following table sets forth certain information
as of June 28, 1996 respecting the persons serving as directors and executive
officers of the Company:
<TABLE>
<CAPTION>
Amount and
Positions Nature of
and Director Principal Beneficial Percent
Name and Age Offices * Since Occupation Ownership (1) of Class
<S> <C> <C> <C> <C> <C>
Charles J. Baird Director 1988 Baird, Baird, (3)
Baird & Jones,
P.S.C., Attorneys
Burlin Coleman Chairman of 1980 Chairman of Board (4)
Board of of Directors -
Directors Pikeville National
Corporation
Terry N. Coleman President, 1993 President & CEO - (5)
Chief Executive Pikeville National
Officer, Chief Corporation
Operating Officer
& Director
Nick A. Cooley Director 1980 President - Unit
Coal Corporation
William A. Graham, Jr. Director 1990 Chairman - (6)
Farmers-Deposit Bank
Jean R. Hale Executive 1993 President & CEO - (7)
Vice President, Pikeville National
Secretary & Bank and Trust
Director Company
Brandt Mullins Vice Chairman 1980 Retired President - (8)
& Director Pikeville National
Bank and Trust Company
M. Lynn Parrish Director 1993 Chairman - Knott Floyd (9)
Land Co., Inc.
Ernest M. Rogers Director 1980 President and General (10)
Manager - Rogers
Petroleum Services, Inc.
Porter Welch Director 1995 Chairman - The Woodford (11)
Bank and Trust Company
John H. Mays Chairman N/A Chairman of the Board - (13)
of the Board First American Bank
- First
American Bank
<PAGE>
Richard M. Levy Executive Vice N/A Executive Vice President
President, and Chief Financial Officer
Chief Financial
Officer, and Treasurer
Walter T. Freeman (14) Senior Vice N/A Senior Vice
President and President and
Senior Operations Senior Operations
Officer Officer
Ralph H. Weickel Executive Vice N/A Executive Vice
President, Chief President, Chief
Investment Officer Investment Officer
and Manager of and Manager of
Retail Sales Retail Sales
William C. Vermillion Executive Vice N/A Executive Vice
President and President and
Manager of Affiliate Manager of Affiliate
Operations Operations
Ronald M. Holt President and N/A President and
CEO of Trust Company CEO of Trust Company
of Kentucky of Kentucky
Directors and
Executive Officers
as a Group
All directors and executive officers as a group
(16 in number, including the above named individuals)
<FN>
<fn1>
* Burlin Coleman is also a director of Pikeville
National Bank and Trust Company, Farmers National Bank, First American Bank,
Community Trust Bank, FSB and Trust Company of Kentucky. Terry N. Coleman
is also a director of Pikeville National Bank and Trust Company,
Commercial Bank, Middlesboro, The Woodford Bank and Trust Company and Trust
Company of Kentucky. Jean R. Hale is also a director of Pikeville
National Bank and Trust Company and Trust Company of Kentucky. William A.
Graham, Jr. is also a director of Farmers-Deposit Bank. Brandt Mullins is
also a director of First Security Bank & Trust Co., Commercial Bank, West
Liberty, Exchange Bank of Kentucky and Farmers-Deposit Bank. Porter Welch is
also a director of The Woodford Bank and Trust Company.
<fn2>
(1) Under the rules of the Securities and Exchange Commission, a
person is deemed to beneficially own a security if the person has
or shares the power to vote or direct the voting of such
security, or the power to dispose or to direct the disposition of
such security. A person is also deemed to beneficially own any
shares which that person has the right to acquire beneficial
ownership within sixty days. Shares of Common Stock subject to
options exercisable within sixty days are deemed outstanding for
computing the percentage of class of the person holding such
options but are not deemed outstanding for computing the
percentage of class for any other person. Unless otherwise
indicated, the named persons have sole voting and investment
power with respect to shares held by them.
<fn3>
(2) Less than 1 percent.
<fn4>
(3) Includes ______ shares in trust for W.J. Baird's
grandchildren over which Mr. Baird is trustee with the power to
vote and invest such shares.
<fn5>
(4) Includes the following shares beneficially owned by Burlin
Coleman: _______ shares held in trust over which Mr. Coleman has
sole voting and investment power; ______ shares in which Mr.
Coleman shares voting power pursuant to a power of attorney; and
___ shares held directly by Mr. Coleman. Excludes _____ shares
held by Mr. Coleman's wife, over which Mr. Coleman has no voting
or investment power.
<fn6>
(5) Includes _____ shares held in trust, _____ shares which
Terry N. Coleman may acquire pursuant to options exercisable within
sixty days of the Record Date and _____ shares held in the
Company's Employee Stock Ownership Plan ("ESOP"), which Mr.
Coleman has the power to vote. Excludes _____ shares held by Mr.
Coleman's wife, over which Mr. Coleman has no voting or
investment power.
<fn7>
(6) Includes _____ shares that Mr. Graham may acquire pursuant
to options exercisable within sixty days of the Record Date and
___ shares held in the ESOP, which Mr. Graham has the power to
vote.
<fn8>
(7) Includes _____ shares which Mrs. Hale may acquire pursuant
to options exercisable within sixty days of the Record Date and
_____ shares held in the ESOP, which Mrs. Hale has the power to
vote. Excludes _____ shares held by Mrs. Hale's husband, over
which Mrs. Hale has no voting or investment power.
<PAGE>
<fn9>
(8) Includes ______ shares held in trust, which Mr. Mullins has
the power to vote. Excludes ______ shares held by Mr. Mullins'
wife, over which Mr. Mullins has no voting or investment power.
<fn10>
(9) Excludes ___ shares held by Mr. Parrish's wife as custodian
for their minor child, over which Mr. Parrish has no voting or
investment power.
<fn11>
(10) Excludes ______ shares held by Mr. Rogers' wife, over which
Mr. Rogers has no voting or investment power.
<fn12>
(11) Includes __ shares held in ESOP which Mr. Welch has the
power to vote.
<fn13>
(12) Includes ______ shares which may be acquired by all
directors and executive officers as a group pursuant to options
exercisable within sixty days of the Record Date.
<fn14>
(13) Includes _____ shares which Mr. Mays may acquire pursuant to
options exercisable within sixty days of the Record Date, _____
shares held in the ESOP, which Mr. Mays has the power to vote and
_____ shares held in trust which Mr. Mays has the power to vote.
<fn15>
(14) As of February 2, 1996, Mr. Freeman is no longer an employee of
Pikeville National Corporation; however, he currently is retained
on a consulting basis.
</FN>
</TABLE>
SHAREHOLDER PROPOSALS
It is currently contemplated that the Company's 1997 Annual Meeting of
Shareholders will be held on or about April 22, 1997. In the event that a
shareholder desires to have a proposal considered for presentation at the
Company's 1997 Annual Meeting of Shareholders and inclusion in the Proxy
Statement for such meeting, the proposal must be forwarded in writing to
the Secretary of the Company so that it is received no later than November
22, 1996. Any such proposal must comply with the requirements of Rule
14(a)-8 promulgated under the Securities Exchange Act of 1934.
MISCELLANEOUS
The Board of Directors urges each Shareholder who does not intend to
be present and to vote at the Special Meeting to complete, sign, and return
the enclosed proxy as promptly as possible.
By Order of the Board of Directors
Burlin Coleman Terry N. Coleman
Chairman of the Board President
Pikeville, Kentucky
July 15, 1996
