Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
Pikeville Federated Money
Stock ARM Equity Market Trust Plan
Fund Fund Fund Fund Fund Totals
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments, at
fair value
Pikeville
National
Corporation
Common Stock $6,344,716 $ - $ - $ - $4,371,829 $10,716,545
U.S. Government
Obligations
and Mortgage
Backed
Securities - 1,560,546 - - - 1,560,546
Mutual Funds - - 887,676 - - 887,676
Pikeville
National Equity
Common Fund - - 2,245,417 - - 2,245,417
Cash Equivalents 163,430 75,587 31,517 3,373,798 129,989 3,774,321
6,508,146 1,636,133 3,164,610 3,373,798 4,501,818 19,184,505
Accrued interest
and dividends
receivable 51,802 16,641 18,142 - 35,702 122,287
Participant
withholding and
employer
contributions
receivable 35 76 97 - (4) 204
Net Assets
available for
benefits $6,559,983 $1,652,850 $3,182,849 $3,373,798 $4,537,516 $19,306,996
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits with Fund
Information
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
Pikeville Federated Money
Stock ARM Equity Market Trust Plan
Fund Fund Fund Fund Fund Totals
<S> <C> <C> <C> <C> <C> <C>
Additions to net
assets
attributed to:
Investment
income:
Net appreciation
(depreciation)
in fair value of
investments
(Notes 2 and 3) $1,216,109 $ (42,536) $ 476,456 $ - $ 808,943 $ 2,458,972
Interest 12,429 92,209 (4,060) 173,945 7,258 281,781
Dividends 180,499 7,743 100,610 - 123,969 412,821
1,409,037 57,416 573,006 173,945 940,170 3,153,574
Contributions -
participants 438,223 158,888 342,281 278,932 - 1,218,324
Contributions -
employer 189,718 67,599 145,542 122,296 718,294 1,243,449
Other - (824) - - 1,687 863
Total additions
net 2,036,978 283,079 1,060,829 575,173 1,660,151 5,616,210
Interfund
transfers, net 95,759 (6,851) 104,013 (192,921) - -
Deductions from
net assets
attributed to:
Distributions
paid to
participants and
beneficiaries
(Note 2) (226,270) (188,471) (386,664) (386,134) (219,235) (1,406,774)
Other 22,397 (5,134) 15,331 (11,997) (18,731) 1,866
Net increases
(decreases) 1,928,864 82,623 793,509 (15,879) 1,422,185 4,211,302
Net assets
available for
benefits at
beginning of
year 4,631,119 1,570,227 2,389,340 3,389,677 3,115,331 15,095,694
Net assets
available for
benefits at end
of year $6,559,983 $1,652,850 $3,182,849 $3,373,798 $4,537,516 $19,306,996
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
Pikeville Federated Money
Stock ARM Equity Market Trust Plan
Fund Fund Fund Fund Fund Totals
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments, at
fair value
Pikeville
National
Corporations
Common Stock $4,260,545 $ - $ - $ - $2,982,480 $ 7,243,025
Mutual Funds - 1,518,849 1,465,316 - - 2,984,165
Pikeville
National Equity
Common Fund - - 683,659 - - 683,659
Cash Equivalents 310,186 39,422 227,022 3,345,477 81,274 4,003,381
4,570,731 1,558,271 2,375,997 3,345,477 3,063,754 14,914,230
Accrued interest
and dividends
receivable 39,952 3,743 428 28,981 27,465 100,569
Participant
withholding and
employer
contributions
receivable 20,436 8,213 12,915 15,219 24,112 80,895
Net Assets
available for
benefits $4,631,119 $1,570,227 $2,389,340 $3,389,677 $3,115,331 $15,095,694
The accompanying notes are an integral part of the financial statements.
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits with Fund
Information
December 31, 1995
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
Pikeville Federated Money
Stock ARM Equity Market Trust Plan
Fund Fund Fund Fund Fund Totals
<S> <C> <C> <C> <C> <C> <C>
Additions to net
assets
attributed to:
Investment
income:
Net appreciation
(depreciation)
in fair value of
investments
(Notes 2 and 3) $(1,487,527) $ 119,954 $ 462,340 $ - $(1,080,978) $(1,985,989)
Interest 12,661 2,343 4,700 176,059 6,154 201,917
Dividends 172,576 74,622 65,447 - 99,286 411,931
(1,302,290) 196,919 532,709 176,059 (975,538) (1,372,141)
Contributions -
participants 439,007 147,417 241,384 276,303 - 1,104,111
Contributions -
employer 192,182 67,495 96,330 133,505 615,237 1,104,749
Other - 28,569 1,539 - - 30,108
Total additions,
net (671,101) 440,400 871,962 585,867 (360,301) 866,827
Interfund
transfers, net (336,803) (49,690) (8,073) 393,086 1,480 -
Deductions from
net assets
attributed to:
Distributions
paid to
participants
and
beneficiaries
(Note 2) 2,542,771 259,162 162,484 556,009 330,407 3,850,833
Other 4,797 - - - - 4,797
Net Increases
(decreases) (3,555,472) 131,548 701,405 422,944 (689,228) (2,988,803)
Net Assets
available for
benefits at
beginning of
year 8,186,591 1,438,679 1,687,935 2,966,733 3,804,559 18,084,497
Net Assets
available for
benefits at end
of year $4,631,119 $1,570,227 $2,389,340 $3,389,677 $3,115,331 $15,095,694
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements
1.Description of Plan:
The following brief description of the Pikeville National Corporation
Savings and Employee Stock Ownership Plan (the Plan) is provided for
general information purposes only. Participants should refer to the
Plan document for more complete information.
General: The Plan is a defined contribution plan covering
substantially all employees of Pikeville National Corporation (the
Company), and all participating subsidiaries, which include Pikeville
National Bank & Trust Company, First Security Bank & Trust Company,
Commercial Bank (West Liberty), Commercial Bank (Middlesboro), The
Woodford Bank and Trust Company, Farmers National Bank, The Exchange
Bank of Kentucky, First American Bank, Farmers-Deposit Bank, Community
Trust Bank, FSB, and Trust Company of Kentucky. The Plan was
established, effective January 1, 1995, by the merger of the Pikeville
National Corporation Restated Savings and Retirement Plan and the
Pikeville National Corporation Employee Stock Ownership Plan. The
Plan is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Eligibility: An employee becomes eligible to participate in the Plan
on the entry date following the attainment of age twenty-one and
completion of twelve months of employment (of at least 1,000 hours
service).
Contributions: A participant may elect to make voluntary
contributions, through payroll deductions, to the Plan as deferred
compensation contributions. The maximum amount of voluntary
contributions shall be the lesser of $9,500 (as adjusted for
inflation) for 1996 or 12% of the participant's compensation for the
plan year. The Company makes matching contributions equal to 50% of
the first 8% of each participant's deferred compensation contributions
for the plan year, up to a total of 4% of such participant's
compensation. Each participating company may, at the discretion of
each Board of Directors, contribute an additional percentage of
covered employees' gross wages.
In addition, each year the Company will contribute to the Plan an
amount no less than 3% of the compensation of each participant. These
contributions are non-participant directed and are made directly to
the Trust Fund (see Note 3). During 1996 and 1995, the contribution
percentage was 4%.
With the permission of the Retirement Committee of the Plan, a
participant may contribute rollover contributions received by such
participant or to which a participant is entitled from another trust
qualified under Section 401(a) and 501(a) of the Internal Revenue Code
of 1986. Such rollover contributions are deposited in the
participant's rollover account.
<PAGE>
Notes to Financial Statements, continued
1.Description of Plan, continued:
Participants' Accounts: Each participant's account is credited with
employer discretionary contributions, employee deferred compensation
contributions and the related employer matching contribution.
Earnings or losses on the investments are allocated in proportion to
the participant's interest therein.
Each participant is entitled to exercise voting rights attributable to
the shares of Pikeville National Corporation common stock allocated to
his or her account and is notified by the Retirement and Employee
Benefits Committee prior to the time that such rights are to be
exercised. The Retirement and Employee Benefits Committee is not
permitted to vote any share for a participant. The trustee votes
shares for which no instructions have been given by a participant.
Vesting: Vesting of an employee's interest is 100% in cases of normal
retirement at age sixty-five, death or total disability. If a
participant's employment ceases for any other reason, the full value
of his account is payable to him if he has completed five or more
years of service. A participant who has completed less than five
years of service is entitled to the full value of his account less the
value of the employer contributions.
Payment of Benefits: Generally, participants' account balances will
be distributed to the participant or his beneficiary in a single lump-
sum.
Concentration of Credit Risk: Plan assets are invested in various
financial instruments that contain some degree of credit risk. The
Plan does not maintain collateral or other security to support these
investments.
At December 31, 1996, approximately 20% of Plan assets are invested in
money market securities of companies with strong credit ratings, 4% of
Plan assets are invested in mutual funds, 12% in equity common fund
which is administered by the Company, 8% in US Government obligations
and mortgage backed securities, and 56% are invested in common stock
of Pikeville National Corporation.
At December 31, 1995, approximately 27% of Plan assets are invested in
money market securities of companies with strong credit ratings.
Approximately 20% of Plan assets are invested in mutual funds, 4% in
an equity common fund which is administered by Pikeville National and
approximately 49% are invested in common stock of the Pikeville
National Corporation.
<PAGE>
2.Summary of Significant Accounting Policies:
Basis of Accounting: The accounting records of the Plan are
maintained on the accrual basis. Dividend income is recorded on the
ex-dividend date. Purchases and sales of securities are recognized on
the trade date basis.
Valuation of Investments: Investments in securities traded on a
national exchange are valued at the last reported sales price on the
last business day of the period. Investments in mutual equity and
bond funds and common trust funds are valued at the most recent
selling price. which is based on the current market value of the
securities in the fund.
Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Other: The Plan presents in the statement of changes in net assets
available for benefits the net appreciation (depreciation) in the fair
value of its investments which consists of realized gains or losses
and unrealized appreciation or depreciation on those investments.
<PAGE>
Notes to Financial Statements, continued
3.Investments:
All amounts contributed to the Plan at December 31, 1996 are held by
the trustee, Trust Company of Kentucky, and are invested in five
separate investment funds as described below. At December 31, 1995,
Plan assets were held by PNC Bank, Kentucky, Inc.
Participant Directed Funds:
Stock Fund: The Fund consists primarily of Pikeville National
Corporation common stock.
Federated ARM Fund: The Fund is primarily invested in adjustable
rate mortgages, government securities and fixed income investments.
Equity Fund: The Fund is primarily invested in three Mutual Funds
and the Pikeville National Equity Common Fund with the primary
investment objective to achieve increasing income and long-term
appreciation of capital through the purchases of common stock and
other equity investments.
Money Market Fund: The Fund is primarily invested in short-term
interest bearing money market accounts. The average maturity of
the portfolio will usually be less than one year.
Each participant must allocate the contributions made on their
behalf and the balances in their account among the foregoing funds
in increments of 10%. In the absence of an allocation, all of a
participant's contributions will be invested in the Money Market
Fund.
Non-Participant Directed Fund:
Trust Fund: The Fund consists primarily of Pikeville National
Corporation common stock.
<PAGE>
Notes to Financial Statements, continued
3.Investments, continued:
The following table presents the fair value of the Plan's investments.
Investments that represent five percent or more of the Plan's net
assets are separately identified:
Investments consisted of the following at December 31, 1996:
Investments at Fair Value as Number of Shares Fair
Determined by Quoted Market Price of Principal Amount Value
Common Stock:
Pikeville National Corporation (1) 437,410 $10,716,545 *
Mutual Funds:
Conventry Group Inc. Shelby FD 17,581 230,766
Rowe T Price Intl FDS Inc. Intl 27,189 380,300
Vanguard Index TR 500 Portfolio 3,946 276,610
887,676
US Government Obligations and Mortgage
Backed Securities:
US Treasury Notes 1,100,000 1,079,420 *
GNMA 489,191 481,126
1,560,548
Pikeville National Equity Common Fund (1) 37,079 2,245,417 *
Cash Equivalents:
Financial Square Government Fund 3,774,321 3,774,321 *
Total Investments $19,184,505
* Denotes investments that represent 5% or more of the Plan's net
assets.
(1) Party-in-interest to the Plan
<PAGE>
Notes to Financial Statements, continued
3.Investments, continued:
Investments consisted of the following at December 31, 1995:
Investments at Fair Value as Number of Shares Fair
Determined by Quoted Market Price or Principal Amount Value
Common Stock:
Pikeville National Corporation (1) 376,261 $ 7,243,025 *
Mutual Funds:
Warburg Pincus Growth and Income Fund 48,409 745,044
Mutual Beacon Fund 20,041 720,272
Fidelity Government Securities Fund 76,438 777,374 *
Dreyfus Short Interest Government Fund 66,800 741,475
2,984,165
Pikeville National Equity Common Fund (1) 47,019 683,659
Cash Equivalents:
Certificates of Deposit 1,515,300 1,515,300 *
PNC Money Market Fund (1) 1,514,448 1,514,448 *
Federal Home Loan Bank Discount Notes 746,611 746,611
Compass Capital Money Market Fund 227,022 227,022
4,003,381
Total Investments $14,914,230
(1) Party-in-interest to the Plan
* Denotes investments that represents 5% or more of the Plan's net
assets.
<PAGE>
Notes to Financial Statements, continued
4.Income Tax Status
The Company has received a determination letter from the Internal
Revenue Service dated April 14, 1996, substantiating that the Plan
qualifies under Section 401 (a) of the Internal Revenue Code; as such
the Plan is exempt from Federal income tax under Section 501 (a), and
amounts contributed by the Company are not taxed to the employee until
a distribution from the Plan is received. The plan administrator is
not aware of any course of action or series of events that may have
occurred that might adversely affect the plan's qualified status.
5.Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the
event of termination, participants will become fully vested in their
accounts.
6.Party-In-Interest Transactions:
Parties-in-interest are defined under Department of Labor regulations
as any fiduciary of the Plan, any party rendering service to the Plan,
the employer, and certain others. Professional fees for the
administration and audit of the Plan, investment of assets and trustee
services are paid by the Company.
The Plan held the following part-in-interest investments (at fair
value) at December 31:
1995
Pikeville National Corporation Common Stock $ 7,243,025
Pikeville National Equity Common Fund 683,659
PNC Bank, Kentucky, Inc. Employee Benefit
Short-Term Investment Fund 1,514,448
During 1995, the Plan had following purchase, redemption and sale
transactions with parties-in-interest.
Identity of Description Purchase Selling Cost Net
Party of Asset Price Price Gain
or
(Loss)
Pikeville
National Common Stock $870,777 $2,477,260 $1,684,854 $792,406
PNC Bank, Employee
Kentucky, Benefit S/T
Inc. Investment
Fund 2,797,465 3,865,549
Pikeville
National Pikeville 50,681 1,114,679 1,037,127 77,552
Bank and National Equity
Trust Common Fund
Company
<PAGE>
7.Terminated Participants:
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Amounts allocated to
these participants were $385,552 and $243,369 at December 31, 1996 and
1995, respectively.
<PAGE>
Report of Independent Auditors
Pikeville National Corporation
Retirement and Employee Benefits Committee
We have audited the accompanying statement of net assets available for
benefits of the Pikeville National Corporation Savings and Employee
Stock Ownership Plan as December 31, 1996 and the related statement of
changes in net assets available for benefits for the year then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Pikeville National Corporation Savings and Employee Stock
Ownership Plan at December 31, 1996 and the changes in net assets
available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Fund Information in
the statement of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes
of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each
fund. The Fund Information has been subjected to the auditing procedures
applied in our audit of the 1996 basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
1996 basic financial statements taken as a whole.
Ernst & Young LLP
s/ Ernst & Young LLP
Columbus, Ohio
June 27, 1997
<PAGE>
Report of Independent Accountants
Retirement and Employee Benefits Committee
Pikeville National Corporation
Pikeville, Kentucky
We have audited the statement of net assets available for benefits of
the Pikeville National Corporation Savings and Employee Stock Ownership
Plan as of December 31, 1995 and the related statement of changes in net
assets available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Pikeville National Corporation Savings and Employee Stock
Ownership Plan as of December 31, 1995 and the changes in net assets
available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as whole. The fund information in the
statement of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes
of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each
fund. The fund information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Lexington, Kentucky
June 20, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Pikeville National Corporation. of our report
dated June 27, 1997 with respect to the financial statements of the
Pikeville National Corporation Savings and Employee Stock Ownership Plan
included in this Annual Report on Form 11-K for the year ended December
31, 1996.
Ernst & Young LLP
s/ Ernst & Young LLP
Columbus, Ohio
June 27, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by references in the
Registration Statement on Form S-8 of Pikeville National
Corporation of our report dated June 20, 1996 on our audit of
the net assets available for benefits of the Pikeville
National Corporation Savings and Employee Stock Ownership Plan
as of December 31, 1995 and the related statement of changes
in net assets available for benefits for the year ended, which
report is included in this Form 11-K for the year ended
December 31, 1996.
Coopers & Lybrand L.L.P.
Lexington, Kentucky
June 30, 1997
