SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Farmers Capital Bank Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Total fee paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Farmers Capital Bank Corporation
One Farmers Bank Plaza
Frankfort, Kentucky 40601
Notice of Annual Meeting of Shareholders
to be Held May 14, 1996
The Annual Meeting of Shareholders of Farmers Capital Bank Corporation (the
"Corporation") will be held at the main office of Farmers Bank & Capital Trust
Co., One Farmers Bank Plaza, Frankfort, Kentucky, on Tuesday, May 14, 1996 at
11:00 a.m. for the following purposes:
1. The election of nine directors in the following manner: two directors
for one-year terms ending in 1997; three directors for two-year terms
ending in 1998; and four directors for three-year terms ending in 1999;
2. Ratification of the appointment of Coopers & Lybrand, L.L.P. as
independent accountants for the Corporation and its subsidiaries for the
calendar year 1996; and
3. The transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on April 1, 1996 are
entitled to notice of and to vote at this meeting, or any adjournment thereof.
The stock transfer books will not be closed.
It is desirable that as many shareholders as possible be represented at the
meeting. Consequently, whether or not you now expect to be present, please
execute and return the enclosed proxy. You may revoke the proxy at any time
before the authority therein is exercised. Simply complete, date, sign and
return the proxy in the enclosed prepaid envelope.
By order of the Board of Directors,
James H. Childers
James H. Childers
Secretary
Frankfort, Kentucky
April 3, 1996
Your Vote Is Important
Please date, sign and promptly return the enclosed proxy in the accompanying
postage-paid envelope.
Farmers Capital Bank Corporation
One Farmers Bank Plaza
Frankfort, Kentucky 40601
502/227-1600
Proxy Statement
Annual Shareholders Meeting-May 14, 1996
General
The Board of Directors of Farmers Capital Bank Corporation (the
"Corporation") hereby solicits your proxy for use at the Annual Shareholder's
Meeting (the "Meeting"). The Meeting will be held at the main office of
Farmers Bank & Capital Trust Co. ("Farmers Bank"), One Farmers Bank Plaza,
Frankfort, Kentucky, on Tuesday, May 14, 1996 at 11:00 a.m., or at any
adjournment thereof. The persons named as proxies in the form of proxy,
Charles S. Boyd and Dr. John P. Stewart, have been designated as proxies by
the Board of Directors.
When the enclosed proxy is executed and returned before the Meeting, the
shares represented thereby will be voted at the Meeting as specified thereon.
Any person executing the enclosed proxy may revoke it prior to the voting at
the Meeting by giving written notice of revocation to the Secretary of the
Corporation, by filing a proxy bearing a later date with the Secretary or by
attending the Meeting and voting his or her shares in person.
This Proxy Statement and the accompanying form of proxy are first being sent
to share holders on or about April 3, 1996.
Matters to be Considered
The matters which the Board of Directors proposes to bring before the
shareholders at the Meeting are as follows:
1. The election of nine directors in the following manner: two directors
for one-year terms ending in 1997; three directors for two-year terms
ending in 1998; and four directors for three-year terms ending in 1999;
2. Ratification of the appointment of Coopers & Lybrand, L.L.P. as
independent accountants for the Corporation and its subsidiaries for the
calendar year 1996.
The nine nominees for director receiving the highest number of votes shall be
elected directors, to hold the office for one-, two-, and three-year terms
ending in 1997, 1998 and 1999 or until their successors are elected and
qualified.
Under Kentucky law, the presence in person or by proxy of at least a majority
of the shares of outstanding common stock entitled to vote is necessary to
constitute a quorum.
Voting
Voting rights are vested exclusively in the holders of shares of
Corporation Common Stock. A shareholder is entitled to one vote per share of
Corporation Common Stock owned on each matter coming before the Meeting except
that voting rights are cumulative in connection with the election of
directors. In the election of directors, each shareholder is entitled to as
many votes as are equal to the number of such shareholder's shares of
Corporation Common Stock multiplied by the number of directors to be elected,
and the shareholder may cast all such votes for a single nominee or distribute
such votes among two or more nominees as the shareholder sees fit. For
example, if you own 100 shares of Corporation Common Stock you can give each
of the nine nominees 100 votes, one of the nominees all 900 votes or any other
division of your 900 votes among the nominees as you see fit. Any vote for
the election of directors of the Board of Directors proxy form as described
herein will constitute discretionary authority to the named proxies to
cumulate the votes to which such proxy forms relate as they shall determine.
Only shareholders of record at the close of business on April 1, 1996 will
be entitled to receive notice of and to vote at the Meeting. On March 15,
1996 there were 3,866,382 shares of Corporation Common Stock issued and
outstanding.
Shareholders being present in person or by proxy representing a majority of
the outstanding shares of the Corporation shall constitute a quorum. If a
quorum is present, a majority of the votes cast in person or by proxy shall
constitute a plurality meaning that the individuals who receive the largest
number of votes are elected as directors. Accordingly, any shares not voted
(whether by withholding authority, broker's non-vote or otherwise) have no
impact on the election of directors except to the extent that the failure to
vote for an individual results in another individual receiving a larger number
of votes.
The following table gives the indicated information as to all persons or
entities known to the Corporation to be beneficial owners of more than five
(5%) per cent of the shares of Corporation Common Stock. Unless otherwise
indicated, beneficial ownership includes both voting power and investment
power.
Amount and Nature
of Beneficial
Ownership of
Corporation
Name and Address of Common Stock as of Percent
Beneficial Owner March 15, 1996 of Class 1
Farmers Bank & Capital 499,218.7947 2 12.91
Trust Co., as Fiduciary
One Farmers Bank Plaza
Frankfort, KY 40601
1 Based on 3,866,382 shares of Corporation Common Stock outstanding as of
March 15, 1996.
2 The shares indicated are held by the Trust Department of Farmers Bank, a
subsidiary of the Corporation, in fiduciary capacities as trustee, executor,
agent or otherwise. Of the shares indicated, Farmers Bank has the sole right
to vote 453,014.7947 shares, or approximately 11.7% of the outstanding
shares. All such shares will be voted at the Meeting. Farmers Bank holds no
voting power with respect to 46,204 shares of Corporation Common Stock which
it holds in a fiduciary capacity.
In addition, of the shares indicated, Farmers Bank has sole investment
power with respect to 227,172 shares (5.89% of outstanding shares), shared
investment power with respect to 171,240 shares (4.93% of the outstanding
shares) and no investment power with respect to 100,806.7947 shares (2.61% of
the outstanding shares).<PAGE>
Election of Directors
As previously announced, the Corporation's Board of Directors recently has
been restructured. Previously, the Board of Directors of the Corporation was
comprised of the same individuals who served as the directors of the
Corporation's lead bank subsidiary, Farmers Bank. However, in recent years,
as the Corporation has expanded the scope of its financial services by
acquiring and developing banking and other financial service affiliates with
operations in many other communities across Kentucky, the Corporation's other
subsidiaries have come to account for over 50% of the Corporation's business.
The restructuring is intended to accomplish several objectives, including:
(1) separation of the management of the Corporation from the management of
Farmers Bank, to enable the Board of Directors of Farmers Bank to focus on
management of the bank and to permit the Corporation's Board of Directors to
focus more on the overall business and affairs of the Corporation; (2)
creation of opportunities for new directors to serve on the Board of Directors
of Farmers Bank; and (3) representation on the Corporation's Board of
Directors of individuals from other communities served by the Corporation's
affiliate banks.
At a meeting of the Corporation's Board of Directors on March 26, 1996, the
following actions were taken: The By-Laws of the Corporation were amended to
increase the size of the Board of Directors from 10 to 12 members. In
addition, recognizing the importance of this restructuring to the continued
growth and success of the Corporation, the following directors of the
Corporation voluntarily submitted their resignations in order to facilitate
the restructuring: Warner U. Hines, John J. Hopkins, Michael M. Sullivan,
William R. Sykes and Joseph C. Yagel. The Board of Directors filled the
resulting seven vacancies by appointing J. Barry Banker, James E. Bondurant,
James H. Childers, W. Benjamin Crain, Lloyd C. Hillard, Jr., Harold G. Mays
and Frank W. Sower, Jr. as directors to serve until the next Annual Meeting of
Shareholders. The Board of Directors also nominated each of these new
directors for election at the Annual Meeting to the term of office indicated
below.
The dedicated service of Messrs. Hines, Hopkins, Sullivan, Sykes and Yagel
as directors of the Corporation is sincerely appreciated. The Corporation
will continue to benefit from their valuable participation in management, as
they will remain members of the Farmers Bank Board of Directors, with Mr.
Hopkins serving as an Advisory Director. Mr. Sykes also will continue to
serve as President and Chief Executive Officer of Farmers Bank, and Mr.
Sullivan will continue as Senior Vice President of the Corporation's computer
services subsidiary, FCB Services, Inc.
Due to the restructuring of the Board of Directors described above and
pursuant to the Corporation's Article of Incorporation, as amended, at the
1996 Annual Meeting of Shareholders there shall be elected a total of nine
directors who shall hold office for the terms indicated below, or until their
successors are elected and qualified: two directors for one-year terms ending
in 1997, three directors for two-year terms ending in 1998, and four directors
for three-year terms ending in 1999.
The persons named in the enclosed proxy will vote such proxy for the
election of the nominees listed below for the office of director. If any of
the nominees listed has become unavailable for any reason at the time of the
Meeting, the persons named in the proxy will vote for such substitute nominee
as they, after consultation with the Corporation's Board of Directors, shall
determine. The Board of Directors currently knows of no reason why any of the
nominees listed below is likely to become unavailable. If considered
desirable, cumulative voting will be exercised by the persons named in the
proxy to elect as many of such nominees as possible.
Principal
Has Served Position and Occupation
Nominee As Director Offices with During the
and age Since 1 Corporation Past Five Years 2
Nominees for One-year Terms Ending in 1997
Frank W. Sower, Jr. 1996 Director Appeals Officer,
(56) Internal Revenue Service
J. Barry Banker 3 1996 Director President of Stewart
(44) Home School
Nominees for Two-year Terms Ending in 1998
W. Benjamin Crain 1996 Director; President, Fourth Street
(56) Chairman of Tobacco Warehouses
the Board of
Directors, United
Bank & Trust Co.
("United Bank")
Lloyd C. Hillard 1996 Director; President President and CEO, First
(49) CEO and Director, Citizens Bank from 1992;
First Citizens Senior Vice President
Bank, Hardin and Chief Financial
Co., Inc., Officer, General Rubber
("First Citizens and Plastics Corp. from
Bank") January 1991
Harold G. Mays 1996 Director President, H. G. Mays
(61) Corp. (asphalt paving
contractor)
Nominees for Three-year Terms Ending in 1999
G. Anthony Busseni President, CEO President and CEO, First
(48) and Director, Citizens Bank, prior to
Farmers Bank September 1992, and
and Trust President and CEO,
Company, Farmers Georgetown,
Georgetown, since September 1992
("Farmers
Georgetown")
James. E. Bondurant 1996 Director; District Judge, Larue
(66) Chairman County, Kentucky,
of the Board District Court
of Directors,
First Citizens
Bank
James H. Childers 1996 Director; Executive Vice
(53) Executive Vice President, Secretary and
President, General Counsel of the
Secretary and Corporation since
General Counsel January 1995; Senior
of the Vice President,
Corporation Secretary and General
Counsel prior to
January 1995
E. Bruce Dungan* 1982 Director Retired; President and
(67) CEO of Corporation from
May 1988 to December
1991
Continuing Directors Whose Terms Expire in 1997
Charles S. Boyd** 1992 Director; Senior Vice President
(54) President and and Chief Financial
CEO of the Officer of the
Corporation Corporation and Farmers
Bank, prior to January
1992; President and CEO
of the Corporation,
since January 1992
Dr. John D. Sutterlin 1982 Director; Dentist, Sutterlin &
(55) Director of Bradshaw, P.S.C.
Farmers Bank
Continuing Director Whose Term Expires in 1998
Dr. John P. Stewart 3 1982 Chairman of the Radiologist (retired)
(68) Boards of
Directors
of the
Corporation and
Farmers Bank
*Also a director of First Citizens Bank, Horse Cave State Bank ("Horse Cave
Bank"), FCB Services, Inc., and Money One Credit of Kentucky, Inc. ("Money
One").
**Also a director of United Bank, Lawrenceburg National Bank ("Lawrenceburg
Bank"), Farmers Georgetown, First Citizens Bank, Horse Cave Bank, and FCB
Services, Inc., all of which are subsidiaries of the Corporation as well as
Money One, a subsidiary of Farmers Bank.
1 Refers to the year in which the nominee or the continuing director became a
director of the Corporation.
2 None of the corporations or organizations listed in this column, apart from
First Citizens Bank, Farmers Georgetown and Farmers Bank, are parents,
subsidiaries or affiliates of the Corporation.
3 J. Barry Baker is the son-in-law of Dr. John P. Stewart. Apart from that
relationship, no director, executive officer or person nominated or chosen to
become a director or executive is related by blood, marriage or adoption in
relationship less remote than second cousin to any other director, executive
officer or nominee.
None of the nominees or continuing directors is a director of any company with
a class of securities registered with the Securities and Exchange Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of that Act, or any company registered as an
investment company under the Investment Company Act of 1940.
In addition to the nominees and continuing directors listed in the table
above, Mr. Charles T. Mitchell serves as an Advisory Director to the
Corporation. The retirement policy for directors of the Corporation states
that a director shall retire effective as of the Annual Meeting of
Shareholders next following the date on which the director attains age 70.
Thereafter, any such director may, at the discretion of the Board of
Directors, become an Advisory Director.
During 1995, the Board of Directors of the Corporation had a total of twelve
meetings. With the exception of Mr. Bush, each of the Corporation's directors
attended at least seventy-five percent (75%) of the aggregate number of
meetings of the Board of Directors and the committees on which each such
director served.
Committees of the Board of Directors
There are three standing committees of the Board of Directors of the
Corporation; the Retirement Committee, the Audit Committee and Compensation
Committee. The Retirement Committee consists of William R. Sykes, Charles S.
Boyd, G. Anthony Busseni, Brenda Rogers - Secretary of Farmers Bank, James E.
Staples - Vice President, Farmers Capital Bank Corporation, Paul H. Vaughn -
Executive Vice President of Lawrenceburg National Bank, Charles T. Mitchell,
and Harold G. Mays. During 1995, John J. Hopkins served as a member of the
committee. During 1995, the Retirement Committee met four times.
The Audit Committee consists of Charles T. Mitchell, Dr. John P. Stewart,
Frank W. Sower, Jr. and J. Barry Banker. During 1995, Warner U. Hines and
Joseph C. Yagel, Jr. served on the committee. During 1995, the Audit
Committee met four times.
The Compensation Committee for 1996 consists of Dr. John P. Stewart,
Charles T. Mitchell and Dr. John D. Sutterlin. The Compensation Committee met
once during 1995.
Stock Ownership of Management
The table below gives the indicated information as to the shares of
Corporation Common Stock beneficially owned by all directors and nominees,
advisory directors and executive officers. Unless otherwise indicated,
beneficial ownership includes both voting power and investment power.
Amount and Nature of
Beneficial Ownership of Percent
Corporation Common of
Name Stock as of March 15, 1996 1 Class 2
J. Barry Banker 1,950.000 3 .05
James E. Bondurant 55.000 .00
Charles S. Boyd 9,527.528 4 .25
G. Anthony Busseni 323.508 5 .01
James H. Childers 7,886.163 6 .20
W. Benjamin Crain 728.935 .02
E. Bruce Dungan 40,245.881 7 1.04
Lloyd C. Hillard 78.323 8 .00
Harold G. Mays 1,088.874 9 .02
Charles T. Mitchell 16,500.000 10 .43
Frank W. Sower, Jr. 21,908.000 11 .56
John P. Stewart 37,750.000 12 .98
John D. Sutterlin 29,731.666 13 .72
William R. Sykes 6,721.697 14 .17
Gordon M. Taylor 17,816.468 15 .46
All directors and nominees, 192,613.900 4.98
advisory directors and officers
as a group
1 All entries are based on information provided to the Corporation by its
directors and officers. The persons listed, unless otherwise indicated, are
the sole owners of the reported securities and accordingly exercise both sole
voting and sole investment power over the securities. However, as indicated
in the following footnotes, this column includes, in some instances, shares of
Corporation Common Stock in which members of the immediate family of the
person listed have a specified interest, as well as shares in which entities
owned or controlled by the person listed has a specified interest. These
shares are reported because of the definition of "beneficial ownership" for
purposes of federal securities laws. In each such case, the director
disclaims beneficial ownership of any such shares and declares that the filing
of this statement shall not be construed as an admission that the director is,
for the purposes of sections 13(d) or 14(d) of the Securities Exchange Act of
1934, the beneficial owner of such securities.
<PAGE>
2 Based on 3,866,382 shares of Corporation Common Stock outstanding as of
March 15, 1996.
3 Includes 1,700 shares held by Farmers Bank in trust for Mr. Banker's wife.
4 Includes 6,743.929 shares held jointly with Mr. Boyd's wife, Lee Boyd; and
385.464 shares held for him in the Employee's Stock Ownership Plan (the ESOP).
5 Includes 218.195 shares held for him in the ESOP and 50.869 shares held by
his wife as custodian for his daughter, Kristen E. Busseni.
6 Includes 353.892 shares held in a Keogh Plan Account; 675 shares held in
trust for his children with his wife serving as trustee; and 357.271 shares
held by the ESOP.
7 Includes 2,625 shares owned by Mr. Dungan's son, Bruce G. Dungan, a Vice
President of Farmers Bank; 1,000 shares held by Mr. Dungan's son, Patrick M.
Dungan; 21,000 shares owned by Mr. Dungan's wife, Peggy D. Dungan; and 620.881
shares held for him in the ESOP.
8 Includes 23.879 shares held for him by the ESOP.
9 Includes 1,088.874 shares held by H. G. Mays Corp. of which he is the
president and principal shareholder.
10 Includes 3,600 shares owned by Mr. Mitchell's wife, Jean G. Mitchell; 3,400
held in an Individual Retirement Account established by Mr. Mitchell with
Farmers Bank serving as trustee.
11 Includes 2,008 shares held by his sister, Lynn S. Bufkin, his brother, John
R. Sower and himself as trustees for the grandchildren of his parents;
includes 650 shares held by John R. Sower and himself as trustees for Scott A.
Sower; includes 9,200 shares held by John R. Sower and himself as trustees for
eight grandchildren of his parents.
12 Includes 30,750 shares held by Dr. Stewart as trustee for his own benefit;
and 5,000 shares held in trust by Farmers Bank for the benefit of three of his
children.
13 Includes 7,950 shares held in a private pension plan established by Dr.
Sutterlin with Farmers Bank serving as trustee; and 81.666 shares held by Dr.
Sutterlin's three children.
14 Includes 592.874 shares held for him in the ESOP and 684.451 held by his
wife, Sue A. Sykes.
15 Includes 400 shares owned by his wife, Joan H. Taylor; and 421.468 held for
him in the ESOP.
Further Information As To Management
Compensation
During 1995, Mr. Boyd received compensation from the Corporation as President
and Mr. Childers received compensation from the Corporation as Executive Vice
President. Messrs. Sykes and Taylor received their compensation through
Farmers Bank. The following table shows the cash compensation paid in 1995 by
either the Corporation or Farmers Bank to the Corporation's four most highly
compensated executive officers.
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal Salary sation Awards Options/ Payouts sation 2
Position Year ($)1 Bonus($) ($) ($) SARs(#) ($) ($)
Charles S.
Boyd 1993 160,499.99 11,404.14
President 1994 174,922.75 7,103.69 14,746.13
& CEO 1995 213,576.65 14,543.07
William R.
Sykes
President
& CEO 1993 170,535.98 15,980.08 12,643.38
Farmers 1994 170,535.98 6,902.66 14,526.79
Bank 1995 173,034.98 12,921.40
Gordon M.
Taylor
Treasurer &
EVP 1993 103,352.88 7,054.87 7,976.35
Farmers 1994 106,315.38 4,165.02 9,253.78
Bank 1995 109,356.38 8,472.48
James H.
Childers
EVP, 1993 92,749.97 7,143.97
Secr., 1994 95,749.99 3,770.55 8,374.47
Gen. 1995 99,299.00 7,671.92
Counsel
1 The compensation indicated in this column includes cash compensation to such
persons in all capacities indicated as well as compensation in the form of
director's fees for service as a director of one or more of the Corporation's
subsidiaries.
2 The amounts reflected in this column include the amounts contributed by the
Corporation to the accounts of the named individuals in the Corporation
Pension Plan and the Corporation Salary Savings Plan, both of which are
described below.
Compensation of Directors
Directors of the Corporation, other than the Chief Executive Officer,
whether active or advisory, receive a quarterly fee of $1,500.00. Dr. John P.
Stewart receives $2,000.00 per quarter for serving as Chairman of the Board.
In addition, active and advisory directors receive $250.00 per meeting for
serving on committees of the Board. All active and advisory directors receive
a year end bonus of $4,000.00.
Compliance with Section 16(a) of the Exchange Act:
According to information provided to the Corporation by its directors and
officers, all are in compliance with Section 16(a) of the Act.
Report of Compensation Committee
The Compensation Committee, in 1994, was composed of Dr. John P. Stewart,
M. D., Chairman of the Board of Directors, Mr. Charles T. Mitchell, CPA, a
former Director and now an advisory director, and Mr. Charles O. Bush, a
director. The Compensation Committee met in 1994 in order to set Mr. Boyd's
salary for 1995 as indicated on the foregoing table. Mr. Boyd's compensation
was set at a level consistent with chief executive officers of financial
institutions of comparable size according to information available to the
committee. His salary for 1995 was well within the third quartile of regional
chief executive officers.
In setting Mr. Boyd's salary for 1995, the Committee's considerations were
once again tempered by the fact that in both 1993 and 1994 the operating
results of the Corporation were effected by nonrecurring items related to its
fraud losses in 1990. While net income apparently decreased from $10.8
million in 1993 to $10.25 million in 1994, net income from normal operations
(after eliminating the nonrecurring items) actually rose from $6.9 million in
1993 to $9.7 million in 1994, a 40.6% increase. Likewise, after eliminating
the nonrecurring items, the return on average assets rose from .85% in 1993 to
1.16% in 1994, and the return on average equity rose from 7.6% in 1993 to
9.99% in 1994.
The Compensation Committee believes that the Corporation will continue to
rebound from its fraud loss in 1990 and its nonperforming asset problem which
existed in 1991. Through the end of 1994, when compared to the year end 1991,
nonperforming assets declined approximately $14 million or 61%.
The chief executive officer is responsible for setting the salaries of the
other named executive officers. The setting of those salaries is based on the
Corporation's general compensation policy which considers both quantitative
and qualitative variables. Those variables consist of, but are not limited
to, the performance of the Corporation, performance of the individual
subsidiaries, the individual's contribution to performance, industry
standards, number of individuals supervised, experience and education in key
areas, corporate needs, and current economic conditions.
The Compensation Committee is also responsible for administering the
Corporation's incentive plan. The plan is designed to award incentive
payments to all full-time employees of the Corporation and its subsidiaries
when certain threshold levels of performance are met. The Committee
establishes the incentive threshold at the earnings level recommended by the
management of the Corporation. As the earnings of the Corporation exceed that
threshold, certain incentive percentages are triggered. For example, if
earnings exceed the budgeted threshold by an amount equal to 1% of the
full-time employee salaries, then the employees get a 1/2 of 1% incentive
payment. Likewise, if the earnings exceed the threshold by 2% of full-time
employee salaries, the employees get a 1% incentive payment. In 1994,
earnings exceeded the threshold by such an amount that each employee received
an additional 4.1% of his salary. For 1995, the threshold was not met and no
incentive was paid. For 1996, the threshold has been set at 10% above actual
earnings for 1995.
All amounts of compensation indicated are deductible for income tax
purposes.
Dr. John P. Stewart, M.D.
Charles T. Mitchell, C.P.A.
Charles O. Bush
<TABLE>
Comparison of Cumulative Total Return among Farmers Capital Bank Corporation,
NASDAQ Market Index and MG Bank Industry Peer Group Index
<CAPTION>
Measurement Period Farmers Capital NASDAQ MG
(Fiscal Year Covered) Bank Corporation Market Index Group Index
<S> <C> <C> <C>
Measurement Pt - 12/29/90 $100
FYE 12/31/91 $91.28 $128.38 $163.59
FYE 12/31/92 $128.64 $129.64 $169.68
FYE 12/31/93 $166.93 $155.50 $179.35
FYE 12/31/94 $192.82 $163.26 $189.09
FYE 12/31/95 $217.10 $211.77 $241.99
</TABLE>
Corporation Pension Plan
The Corporation and its subsidiaries maintain a Pension Plan for their
respective employees, which Pension Plan functions both as an employee stock
ownership plan and as a money purchase pension plan. Employees who have
attained the age of twenty-one and who have completed one year of service are
eligible to participate in the Pension Plan. For purposes of the Plan, a year
of service is a twelve month period in which an employee works at least 1000
hours. The money purchase portion of the Pension Plan provides that the
Corporation shall contribute to the Plan for a Plan Year on behalf of each
participant an amount equal to 4% of such participant's compensation for the
Plan Year.
In addition to the money purchase component of the Pension Plan, the
Pension Plan also includes an employee stock ownership component. The Pension
Plan provides that the Corporation, in addition to its 4% contribution, may at
its discretion contribute additional amounts (up to the maximum imposed by
federal law) which will be allocated to all participants in the ratio that
each participant's compensation bears to all participants' compensation. Such
discretionary contributions will be utilized to purchase shares of Corporation
Common Stock to be held in the participants' accounts. Such shares of
Corporation Common Stock may be acquired from the Corporation, its
shareholders or the open market and may be acquired at any price provided that
the price does not exceed the market price at the time of the purchase. A 1%
discretionary contribution was made to the Pension Plan in 1994.
Amounts voluntarily contributed by a participant to a tax-deferred account
under the Corporation Salary Savings Plan described below are considered as
part of the participant's compensation for purposes of computing contributions
to the Pens ion Plan. The benefits which a participant can ultimately expect
to receive from the Pension Plan are based upon the amount of the annual
contributions made by the Corporation to his or her account together with the
accumulated value of all earnings on these contributions.
A participant who has completed seven years of service with the Corporation
or its subsidiaries will be 100% vested in the balance of his or her account,
with the Pension Plan's complete vesting schedule as follows: three years of
service, 20% vested; four years of service, 40% vested; five years of service,
60% vested; six years of service, 80% vested; and seven years of service, 100%
vested.
The Corporation officers listed above in the compensation table participate
in the Pension Plan and the amounts shown in the compensation table under the
caption " All other compensation" include the amounts contributed in 1995 for
the benefit of Corporation officers listed above in the compensation table as
follows: Mr. Boyd $8,543.07; Mr. Childers, $3,835.96; Mr. Sykes $6,921.40;
Mr. Taylor $4,236.26; and the executive officers as a group $23,536.69.
Corporation Salary Savings Plan
The Corporation and its subsidiaries maintain a Salary Savings Plan for
their employees who have attained the age of 21 and who have completed one
year of service with the Corporation or its subsidiaries. A year of service
is a twelve-month period in which an employee works at least 1,000 hours. The
Savings Plan provides for four types of contributions, as follows:
1. Voluntary tax deferred contributions made by the participant.
2. Matching contributions made by the Corporation.
3. Discretionary Corporation contributions.
A participant is permitted to make tax-deferred voluntary contributions
under a salary reduction agreement. This deferral of compensation is subject
to certain limitations, one of which is the limit imposed by the Internal
Revenue Code of 1986, as amended, upon the dollar amount of the deferral. In
1995, such limit was $9,240.00.
All tax deferred contributions made by a participant up to an amount equal
to 4% of such participant's compensation are matched on a dollar-for-dollar
basis by a Corporation contribution to the Savings Plan, subject to certain
limitations. No matching contributions are made with regard to a participant
deferral contribution in excess of 4% of compensation. The Corporation may,
in its sole discretion, make additional contributions to the Savings Plan on
behalf of participants. The Corporation made no discretionary contribution to
the Savings Plan in 1995. Discretionary contributions are allocated among
participants in the ratio that each participant's compensation bears to all
participant's compensation.
Amounts voluntarily contributed by a participant to the participant's
tax-deferred account under the Savings Plan are considered as part of the
participant's compensation for purposes of computing the Corporation's
contribution to the Savings Plan.
The Salary Plan participants are immediately vested in 100% of their
tax-deferred voluntary contributions. As to all other amounts contributed by
the Corporation to the Savings Plan, the vesting schedule mirrors that of the
Corporation Pension Plan enumerated above.
The amounts shown in the compensation table above under the caption "All
Other Compensation" include the matching contribution amounts accrued in 1995
for the benefit of the Corporation officers participating in the Savings Plan,
as follows: Mr. Boyd, $6,000.00; Mr. Childers, $3,835.98; Mr. Sykes,
$6,000.00; Mr. Taylor, $4,236.22, and the executive officers as a group,
$20,072.20.
Transactions with Management
Farmers Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, Farmers
Georgetown Bank and Horse Cave Bank have had banking transactions in the
ordinary course of business with directors and executive officers of the
Corporation and their associates, and expect to have such transactions in the
future. All loans to such persons or their associates have been on the same
terms, including interest rates and collateral on loans, as those prevailing
at the same time for comparable transactions with others, and have not
involved more than normal risk of collectability or other unfavorable
features, except as follows:
Farmers Bank has, for a number of years, engaged in banking transactions
with Travel Professionals of Frankfort, Inc. and Travel Professionals of Scott
County, Inc. (the "TPI Companies"). It is the Corporation's understanding and
belief that the following members of the immediate family of a director of the
Corporation, Charles O. Bush, Sr., own significant equity interests in, and/or
are executive officers of, the TPI Companies: Mr. Bush's children, Charles O.
Bush, Jr. and Karen Wilhelm, and their respective spouses, Sandra Bush and
David Wilhelm (collectively, the "Bush Family Members"). Such banking
transactions have included loans and other extensions of credit by Farmers
Bank to the TPI Companies, as well as a factoring arrangement, known as a
"business manager agreement". The loans by Farmers Bank to the TPI Companies
have been personally guaranteed by the Bush Family Members and two other
individuals, Ray Godbey and Virginia Godbey. In addition, some of the loans
have been guaranteed by Charles O. Bush, Sr. The loans also have been secured
by the accounts receivable of the TPI Companies. Since January 1, 1995, the
largest aggregate amount of the TPI Companies' outstanding indebtedness to
Farmers Bank has been the principal amount of approximately $2,194,932 plus
accrued interest. The principal amount outstanding as of February 7, 1996,
was approximately $1,697,388 plus accrued interest. (The amounts in the
immediately preceding two sentences do not include contingent liabilities
totalling $190,000 on outstanding letters of credit issued by Farmers Bank on
behalf of the TPI Companies.) The rates of interest paid or charged on the
TPI Companies' indebtedness to Farmers Bank during the period since January 1,
1995 have ranged from 9.75% to 15.5%, depending on the type of loan and on
fluctuations in the prime interest rate. During 1995, the TPI Companies
defaulted on their obligations to Farmers Bank. Subsequent detailed analysis
of the transactions between Farmers Bank and the TPI Companies in recent years
has revealed information about possible credit problems of the TPI Companies
which existed in years prior to 1995 and which, if then known, would have
caused management to have serious doubts as to the ability of the TPI
Companies to comply with the debt repayment terms.
On November 27, 1995, Farmers Bank filed suit in the Circuit Court for
Franklin County, Kentucky, against the TPI Companies, Charles O. Bush, Sr.,
the Bush Family Members, Ray Godbey and Virginia Godbey (collectively, the
"Defendants") to collect five loans totalling approximately $1,158,572, plus
interest, costs and attorney fees. Each of the Defendants has filed an answer
and counterclaim denying liability to Farmers Bank and asserting various
claims for damages against Farmers Bank. The Corporation believes that the
defenses and claims asserted by the Defendants are without merit, and Farmers
Bank has denied any liability to the Defendants. The litigation presently is
in the discovery phase and is being vigorously contested. It is anticipated
that Farmers Bank will amend its Complaint to assert additional claims against
the Defendants in this case.
In addition to the transactions involving the TPI Companies described
above, Farmers Bank has made other loans to Charles O. Bush, Sr., his
associates and members of his immediate family. Since January 1, 1995, the
largest aggregate amount of such other indebtedness has been the principal
amount of approximately $1,636,477 plus accrued interest. The principal
amount outstanding as of February 7, 1996, was approximately $1,335,274 plus
accrued interest. All such other loans referred to in this paragraph have
been on the same terms, including interest rates and collateral on loans, as
those prevailing at the same time for comparable transactions with others, and
have not involved more than normal risk of collectability or other unfavorable
features.
Farmers Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, Farmers
Georgetown Bank and Horse Cave Bank have engaged and expect to engage in the
future in transactions in the ordinary course of business with directors and
executive officers of the Corporation and their associates involving services
as a depository of funds, trustee or similar services. All such transactions
have been on the same terms as those prevailing at the time for comparable
transactions with other persons.
The Corporation and Farmers Bank purchase certain insurance coverage
through the Pat Sullivan Insurance Agency, Inc., paying an annual premium
which was $520,028.56 for the Corporation in 1995. Mr. Michael M. Sullivan, a
former director and current officer of FCB Services, Inc., is the president, a
director, and significant shareholder of the Pat Sullivan Insurance Agency,
Inc.
Farmers Bank pays $13,850 annually to a real estate partnership, Frankfort
Plaza Company, for a land lease to the property on which its West Frankfort
Branch is located. Mr. Warner U. Hines is a former director of the
Corporation and a current director of Farmers Bank, and Dr. John P. Stewart
who is a director of both the Corporation and the Bank, are partners in
Frankfort Plaza Company.
Farmers Bank leases the second floor of a building located at 201 West Main
Street, Frankfort, Kentucky, to the Charles T. Mitchell Company for $22,000
per year. Mr. Charles T. Mitchell is an advisory director of the Corporation
and is a former partner (now retired) in the Charles T. Mitchell Company.
Ratification Of Independent Accountants
(The Corporation's Board of Directors recommends voting FOR this proposal,
which is designated in the Proxy as Item 2. Adoption of this proposal
requires the affirmative vote of a majority of the shares of Corporation
Common Stock that are voted at the Meeting.)
The Board of Directors of the Corporation has appointed (subject to
shareholder ratification) Coopers & Lybrand, L.L.P. as auditors of the
Corporation and its subsidiaries for the year 1996. Coopers & Lybrand, L.L.P.
is a nationally known firm. It is one of the six largest accounting firms in
the country with offices in several major cities.
Although it is not legally required, the Board of Directors desires, as a
matter of corporate policy, to submit the selection of Coopers & Lybrand,
L.L.P. for ratification at the Meeting.
The following resolution concerning the appointment of independent
accountants will be offered at the meeting:
"RESOLVED, that the appointment by the Board of Directors of Coopers &
Lybrand, L.L.P. as auditors of the Corporation and its subsidiaries for
the year 1996 is hereby ratified."
Representatives of Coopers & Lybrand, L.L.P. will be present at the Meeting
with the opportunity to make a statement and respond to appropriate questions.
<PAGE>
General
1997 Annual Meeting. It is presently contemplated that the 1997 Annual
Meeting of the Shareholders will be held on or about May 13, 1997. In order
for any shareholder proposal to be included in the proxy material of the
Corporation for the 1997 Annual Meeting of Shareholders, it must be received
by the Secretary of the Corporation no later than December 10, 1996. It is
urged that any such proposals be sent by certified mail, return receipt
requested.
Expenses. The expense of this solicitation of proxies will be borne by the
Corporation. Solicitations will be made by the use of mails, except that
proxies may be solicited personally or by telephone by directors and officers
of the Corporation. The Corporation does not expect to pay any other
compensation for the solicitation of proxies, but will reimburse brokers and
other persons holding stock in their names, or in the name of nominees, for
their expenses in sending proxy materials to their principals.
Other Business
The Board of Directors does not presently know of any matters which will be
presented for action at the Meeting other than the election of directors, and
the ratification of the appointment of Coopers & Lybrand, L.L.P. as the
Corporation's independent accountants for 1996. However, if any other matters
properly come before the Meeting, the holders of proxies solicited by the
Board of Directors of the Corporation will have the authority to vote the
shares represented by all effective proxies on such matters in accordance with
their best judgement.
Annual Report
Shareholders have concurrently with this Proxy Statement been sent a copy
of the Corporation's Annual Report for the year ended December 31, 1995. The
sections of said Annual report entitled "Selected Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," as well as all financial statements found therein (and reports
and notes thereto), are expressly incorporated by reference into this Proxy
Statement. The Corporation has filed with the Securities and Exchange
Commission an annual report on Form 10-K for the year ended December 31, 1995
under the Securities and Exchange Act of 1934. Upon written request, the
Corporation will furnish any person who is a shareholder of the Corporation as
of April 1, 1996, a copy of such Form 10-K without charge. Send requests to
James H. Childers, Secretary, Farmers Capital Bank Corporation, One Farmers
Bank Plaza, Frankfort, Kentucky 40601. The Form 10-K report is not part of
this material for the solicitation of proxies.
By Order of the Board of Directors,
James H. Childers
James H. Childers
Secretary
Frankfort, Kentucky
April 1, 1996
Farmers Capital
Bank Corporation
Notice of Annual Meeting
and Proxy Statement
Annual Meeting Of
Shareholders
May 14, 1996
Proxy card - Appendix
Farmers Capital Bank Corporation
Proxy
Solicited by the Board of Directors in accordance with the notice of Annual
Meeting of Shareholders and Proxy Statement dated April 3, 1996 for the Annual
Meeting of Shareholders to be held May 14, 1996
The undersigned shareholder hereby appoints Charles S. Boyd and Dr. John P.
Stewart, or any of them with full power of substitution, to act as proxy for and
to vote the stock of the undersigned at the Annual Meeting of Shareholders of
Farmers Capital Bank Corporation to be held at Farmers Bank & Capital Trust
Co., One Farmers Bank Plaza, Frankfort, Kentucky on Tuesday, May 14, 1996, at
11:00 a.m., local time, notice of which meeting and accompanying Proxy Statement
being hereby acknowledged as having been received by the undersigned, and at
any adjournment or adjournments thereof, as fully as the undersigned would be
entitled to vote if then and there personally present. Without limiting the
general authorization and power hereby given, the above proxies are directed to
vote as follows:
1. The election of directors of the Corporation as set forth in the Board of
Director's Proxy Statement, including discretionary authority of
selective cumulation.
FOR all nominees listed BELOW (except as marked to the contrary below) Frank
W. Sower, Jr., J. Barry Banker, W. Benjamin Crain, Lloyd C. Hillard, Harold
G. Mays, G. Anthony Busseni, James E. Bondurant, James H. Childers and E.
Bruce Dungan (or any substitute nominee should any of the above become
unavailable for any reason)
WITHHOLD AUTHORITY to vote for all nominees.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. A proposal to ratify the appointment of Coopers & Lybrand as the
Corporation's independent accountants for the calendar year 1996: and
FOR AGAINST ABSTAIN
3. In their discretion, upon such other matters as may properly come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE NOMINEES REFERRED TO IN ITEM 1 (INCLUDING ANY SUBSTITUTE NOMINEE IN THE
CASE OF UNAVAILABILITY), AND FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS
& LYBRAND AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS FOR THE CALENDAR YEAR
1996 AS REFERRED TO IN ITEM 2.
PLEASE DATE AND SIGN BELOW, AND RETURN IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS STATED
HEREIN.
Signature of Shareholder(s)
Please sign your name above exactly as it appears on your stock certificate(s).
Joint owners must each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title.
Date , 1996
