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
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 9,124,314
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.
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 present at the Special Meeting in person or by proxy
and entitled to vote at the Special Meeting. The Board of
Directors has adopted the Amendment and recommends that the
shareholders approve the Amendment at the Special Meeting.
<PAGE>
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" on January
1, 1997.
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 the Record Date.
Beneficial Owners Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
Trust Company of Kentucky, 798,861 (1) 8.76%
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 160,494 shares, shared voting rights with respect
to 29,825 shares and no voting rights with respect to
607,842 shares. Trust Company has sole investment power
with respect to all 798,861 shares. Trust Company of
Kentucky intends to vote those shares over which it has
voting control in favor of Proposal No. 1.
<PAGE>
<TABLE>
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:
<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, Baird 71,322 (3) (2)
& Jones, P.S.C.,
Attorneys
Burlin Coleman Chairman of 1980 Chairman of Board 313,660 (4) 3.44%
Board of of Directors -
Directors Pikeville National
Corporation
Terry N. Coleman President, 1993 President & CEO - 19,450 (5) (2)
Chief Executive Pikeville National
Officer, Chief Corporation
Operating Officer
& Director
Nick A. Cooley Director 1980 President - Unit 31,645 (2)
Coal Corporation
William A. Graham, Jr. Director 1990 Chairman of the Board - 101,759 (6) 1.11%
Farmers-Deposit Bank
Jean R. Hale Executive VP, 1993 President & CEO - 35,891 (7) (2)
Secretary & Pikeville National
Director Bank and Trust Company
Brandt Mullins Vice Chairman 1980 Retired President - 79,876 (8) (2)
& Director Pikeville National
Bank and Trust Company
M. Lynn Parrish Director 1993 Chairman of the Board - 55,091 (9) (2)
Knott Floyd Land Co., Inc.
Ernest M. Rogers Director 1980 President and General 53,199 (10) (2)
Manager - Rogers
Petroleum Services, Inc.
<PAGE>
Porter Welch Director 1995 Chairman of the Board - 80,635 (2)
The Woodford
Bank and Trust Company
John H. Mays Chairman N/A Chairman 59,555 (11) (2)
of the Board - of the Board -
First American First American Bank
Bank
Richard M. Levy Executive Vice N/A Executive Vice President, 800 (2)
President, Chief Financial Officer
Chief Financial and Treasurer
Officer and Treasurer
Walter T. Freeman (12) Senior Vice N/A Senior Vice - (2)
President and President and
Senior Operations Senior Operations
Officer Officer
Ralph H. Weickel Executive Vice N/A Executive Vice 2,770 (13) (2)
President and Chief President and Chief
Investment Officer Investment Officer
William C. Vermillion Executive Vice N/A Executive Vice 500 (2)
President and President and
Manager of Affiliate Manager of Affiliate
Operations Operations
Ronald M. Holt President and N/A President and 200 (2)
CEO of Trust Company CEO of Trust Company
of Kentucky of Kentucky
906,353 (14) 9.90%
Directors and
Executive Officers
as a Group
All directors and executive officers as a group
(16 in number, including the above named individuals)
<PAGE>
<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 34,822 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: 253,637 shares held in trust over
which Mr. Coleman has sole voting and investment
power; 59,033 shares in which Mr. Coleman shares
voting power pursuant to a power of attorney; and
990 shares held directly by Mr. Coleman. Excludes
8,770 shares held by Mr. Coleman's wife, over which
Mr. Coleman has no voting or investment power.
<fn6>
(5) Includes 1,150 shares held in trust, 8,995 shares
which Terry N. Coleman may acquire pursuant to
options exercisable within sixty days of the Record
Date and 6,207 shares held in the Company's KSOP,
which Mr. Coleman has the power to vote. Excludes
1,641 shares held by Mr. Coleman's wife, over which
Mr. Coleman has no voting or investment power.
<fn7>
(6) Includes 5,709 shares that Mr. Graham may acquire
pursuant to options exercisable within sixty days of
the Record Date and 1,657 shares held in the KSOP,
which Mr. Graham has the power to vote.
<fn8>
(7) Includes 8,995 shares which Mrs. Hale may acquire
pursuant to options exercisable within sixty days of
the Record Date and 12,176 shares held in the KSOP,
which Mrs. Hale has the power to vote. Excludes
3,567 shares held by Mrs. Hale's husband, over which
Mrs. Hale has no voting or investment power.
<fn9>
(8) Includes 75,751 shares held in trust, which Mr.
Mullins has the power to vote. Excludes 22,875
shares held by Mr. Mullins' wife, over which Mr.
Mullins has no voting or investment power.
<fn10>
(9) Excludes 600 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 15,674 shares held by Mr. Rogers' wife,
over which Mr. Rogers has no voting or investment
power.
<fn12>
(11) Includes 5,625 shares which Mr. Mays may acquire
pursuant to options exercisable within sixty days of
the Record Date, 2,019 shares held in the KSOP,
which Mr. Mays has the power to vote and 337 shares
held in trust which Mr. Mays has the power to vote.
<fn13>
(12) As of February 2, 1996, Mr. Freeman was no longer
an employee of Pikeville National Corporation;
however, he currently is retained on a consulting
basis.
<fn14>
(13) Includes 250 shares which Mr. Weickel may acquire
pursuant to options exercisable within sixty days of
the Record Date and 558 shares held in the KSOP.
<fn15>
(14) Includes 29,574 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.
</FN>
</TABLE>
<PAGE>
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
Burlin Coleman Terry N. Coleman
Chairman of the Board President
Pikeville, Kentucky
July 15, 1996
