PIKEVILLE NATIONAL CORPORATION
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Plan #006 EIN # 61-1279994
Report on Audit of Financial Statements
and Supplemental Schedules
for the year ended December 31, 1996
<PAGE>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
<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>
Assets
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
Common Stock - - 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>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits with Fund
Information
December 31, 1996
<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
transfer, 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>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1995
<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>
Assets
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
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits with Fund
Information
December 31, 1995
<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 $ 462,562 $ - $(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
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 fair value of individual investments that represent 5 percent or
more of the Plan's net assets are as follows as of December 31, 1996:
Fair Value
Pikeville National Corporation
Common Stock, 437,410 shares $ 10,716,545
Financial Square Governmental
Fund $ 3,774,321
The following table presents the fair value of the Plan's investments
as of December 31, 1995. Investments that represent 5 percent or more
of the plan's net assets are separately identified.
Investments consisted of the following at December 31, 1995:
Investments at Fair Value Number of Fair
as Shares Value
Determined by Quoted or Principal
Market Price Amount
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 party-in-interest investments (at fair
value) at December 31:
1996 1995
Pikeville National Corporation $10,716,545 $ 7,243,025
Pikeville National Equity Common Fund - 683,659
PNC Money Market 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 Gain
Party of Asset Price Price or (Loss)
Pikeville
National
Corporation 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 3,865,549
Pikeville Pikeville
National National
Bank and Equity
Trust Common Fund
Company 50,681 1,114,679 1,037,127 77,552
<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 $1,811,557 and $243,369 at December 31, 1996
and 1995, respectively.
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27a - Schedule of Assets Held for Investment Purposes
Description of
Identity of Issuer, Investment, Current
Borrower, Lessor or Including Maturity Cost Value
Similar Party Date, Rate of Interest,
Par or Maturity Value
United States
Government Obligations
and Mortgage Backed
Securities:
US Treasury Notes $200, 000 principal
amount, 6% due October
15, 1999 $ 200,875 $ 200,000
US Treasury Notes $150,000 principal
amount, 5.125% due 150, 070 148,454
April 30, 1998
US Treasury Notes $200,000 principal
amount, 5.75% due 202,250 194,000
August 15, 2003
US Treasury Notes $200,000 principal
amount, 5.875% due 203,750 192,938
November 15, 2005
US Treasury Notes $200,000 principal
amount, 5.625% due 202,250 196,376
November 30, 2000
US Treasury Bonds $150,000 principal
amount,, 6% due 136,281 136,454
February 15, 2026
GNMA Pool #372327 $90,216.86 principal
amount, 6.5% due March 90,471 89,040
15, 2011
GNMA Pool #393835 $196,891.94 principal
amount 6.5% due 199,138 194,323
February 15, 2011
GNMA Pool # 399856 $202,081.71 principal
amount, 6.5% due 201,071 208,961
January 15, 2026
1,586,156 1,560,546
Mutual Funds:
Coventry Group Inc. Equity Mutual Fund 214,289 230,766
Shelby FD 17,581 units
T. Rowe Price Equity Mutual Fund 342,824 380,300
27,189 units
Vanguard Index TR. 500 Equity Mutual Fund 275,000 276,610
Portfolio 3,946 units
832,113 887,676
Cash Equivalents:
Financial Square Money Market Fund 3,774,321 3,774,321
Government Fund
3,774,321 3,774,321
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27a - Schedule of Assets Held for Investment Purposes (continued)
Description of
Identity of Issuer, Investment, Current
Borrower, Lessor or Including Maturity Cost Value
Similar Party Date, Rate of Interest,
Par or Maturity Value
Common Stocks:
Pikeville National Common Stock, 437,410 7,904,339 10,716,545
Corporation * shares
AT&T Corporation Common Stock, 1,325 49,329 57,472
shares
Abbott Labs Common Stock, 400 15,640 20,300
shares
Allstate Corporation Common Stock, 1,275 58,752 73,791
shares
American Intl. Group Common Stock, 525 51,634 56,831
Inc. shares
Ameritech Corporation Common Stock, 1,100 64,372 66,688
shares
AMP Inc. Common Stock, 125 4,606 4,797
shares
Banc One Corporation Common Stock, 1,650 59,945 70,950
shares
Boeing Corporation Common Stock, 150 13,703 15,975
shares
CPC Intl, Inc. Common Stock, 75 shares 5,304 5,813
Carolina Power & Light Common Stock, 1,700 63,461 62,050
Corporation shares
Coca Cola Corporation Common Stock, 1,300 63,804 68,413
shares
Compaq Compter Common Stock, 925 52,568 68,797
Corporation shares
Dayton Hudson Common Stock, 350 11,541 13,738
Corporation shares
Disney Walt Corporation Common Stock, 750 43,950 52,313
shares
Dow Chemical Common Stock, 350 29,053 29,391
Corporation shares
Dupont ei De Nemours & Common Stock, 725 59,704 68,241
Company shares
Entergy Corporation Common Stock, 125 3,231 3,453
shares
Exxon Corporation Common Stock, 1,350 110,104 132,300
shares
Federal National MTG. Common Stock, 1,225 41,289 46,090
Association shares
First Chicage NBD Common Stock, 425 17,202 22,844
Corporation shares
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27a - Schedule of Assets Held for Investment Purposes (continued)
Description of
Identity of Issuer, Investment, Current
Borrower, Lessor or Including Maturity Cost Value
Similar Party Date, Rate of Interest,
Par or Maturity Value
Ford Motor Corporation Common Stock, 1,125 37,637 36,281
shares
Gannett Inc. Common Stock, 875 59,259 65,516
shares
General Electric Common Stock, 700 51,333 69,213
Corporation shares
Gillette Corporation Common Stock, 200 12,620 15,550
shares
Hewlette Packard Common Stock, 575 22,526 28,894
Corporation shares
Home Depot Inc. Common Stock, 200 8,745 10,025
shares
Illinois Tool Works Common Stock, 75 shares 5,108 5,991
Inc.
Intel Corporation Common Stock, 425 21,686 55,648
shares
International Paper Common Stock, 1,525 60,153 61,763
Corporation shares
Johnson & Johnson Common Stock, 1,175 60,166 58,456
shares
Kimberly Clark Common Stock, 375 29,100 35,719
Corporation shares
Lucent Technologies Common Stock, 429 23,628 19,841
shares
MCI Communications Common Stock, 2,200 60,563 71,911
Corporation shares
McDonalds Corporation Common Stock, 350 16,791 15,881
shares
Medtronic Inc. Common Stock, 100 5,310 6,800
shares
Merck & Company Inc. Common Stock, 650 43,371 51,756
shares
Microsoft Corporation Common Stock, 600 37,305 49,575
shares
Minnesota MNG & MFG. Common Stock, 875 57,619 72,625
Corporation shares
Mobil Corporation Common Stock, 725 80,107 88,631
shares
Motorola Incorporation Common Stock, 1, 075 61,630 65,844
shares
Norfolk Southern Common Stock, 200 16,395 17,600
Corporation shares
Nucor Corporation Common Stock, 1,200 60,096 61,200
shares
Proctor & Gamble Common Stock, 350 31,754 37,668
shares
SBC Communications Inc. Common Stock, 450 22,601 23,343
shares
Schering Plough Common Stock, 1,000 52,475 64,750
Corporation shares
<PAGE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27a - Schedule of Assets Held for Investment Purposes (continued)
Description of
Identity of Issuer, Investment, Current
Borrower, Lessor or Including Maturity Cost Value
Similar Party Date, Rate of Interest,
Par or Maturity Value
Sears Roebuck & Company Common Stock, 1,375 60,438 63,250
shares
3COM Corporation Common Stock, 1,275 55,564 93,552
shares
Xerox Corporation Common Stock, 1,100 59,212 57,887
shares
9,836,723 12,961,962
Total assets held for
investment purposes: $ 16,029,313 $19,184,50
* Indicates a party in interest to the Plan.
<PAGE>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
<CAPTION>
Current
Expense Value of
Identity Description Incurred Cost of Asset on Net Gain
of Party of Purchase Selling with Asset Transaction (Loss)
Involved Assets Price Price Transaction Date
<S> <C> <C> <C> <C> <C> <C> <C>
Goldman Financial $ - $865,000 $ - $865,000 $865,000 $ -
Sachs Square
Government
Fund
Goldman Financial
Sachs Square - 955,485 - 955,485 955,485 -
Government
Fund
Goldman Financial
Sachs Square - 1,010,905 - 1,010,905 1,010,905 -
Government
Fund
</TABLE>
<PAGE>
<TABLE>
Pikeville National Corporation Savings and Employee Stock Ownership Plan
Plan #006 EIN #61-1279994
Form 5500
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
<CAPTION>
Current
Expenses Value of
Identity Description Incurred Cost of Asset on
of Party of Purchase Selling with Asset Transaction Net Gain
Involved Assets Price Price Transaction Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Goldman Financial
Sachs Square
Government
Fund $ - $10,823,029 $ - $10,823,029 $10,823,029 $ -
Goldman Financial
Sachs Square
Government
Fund 7,908,235 - - 7,908,235 7,908,235 -
Vanguard Mutual
Index Fund - 545,559 - 515,287 545,559 30,272
Vanguard Mutual
Index Fund 790,287 - - 790,287 790,287 -
Pikeville Common
National Stock
Corporation 1,328,994 - - 1,328,994 1,328,994 -
US
Treasury
Notes 935,046 - - 935,046 935,046 -
US
Treasury
Notes - 241,913 - 244,092 244,092 2,179
There were no category 2 or 4
transactions during 1996.
</TABLE>
<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 supplemental schedules
of assets held for investment purposes as of December 31, 1996 and
reportable transactions for the year ended December 31, 1996 are
presented for purposes of complying with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the basic financial statements. 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
supplemental schedules and Fund Information have 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.
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.
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, as amended, included in this form 11-K/A.
s/ Ernst & Young LLP
Columbus, Ohio
September 5, 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/A for the year ended
December 31, 1996.
Coopers & Lybrand L.L.P.
Lexington, Kentucky
September 5, 1997
