[FEE-PAID] 125.00
[METHOD] FEDWIRE
[PAYOR]
[CIK] 0000713095
[CCC] tea2day*
[/PAYOR]
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.
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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):
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[ ] 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:
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4) Date Filed:
Farmers Capital Bank Corporation
One Farmers Bank Plaza
Frankfort, Kentucky 40601
Notice of Annual Meeting of Shareholders
to be Held May 9, 1995
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 9,
1995 at 11:00 a.m. for the following purposes:
1. The election of four directors for three-year terms ending in 1998 or
until their successors have been elected and qualified;
2. Ratification of the appointment of Coopers & Lybrand as independent
accountants for the Corporation and its subsidiaries for the calendar
year 1995; 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, 1995 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, 1995
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 9, 1995
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,
Frank fort, Kentucky, on Tuesday, May 9, 1995 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 shareholders on or about April 3, 1995.
Matters to be Considered
The matters which the Board of Directors proposes to bring before the
shareholders at the Meeting are as follows:
1. Election of four directors for three-year terms ending in 1998, or until
their successors have been elected and qualified;
2. Ratification of the appointment of Coopers & Lybrand as independent
accountants for the Corporation and its subsidiaries for the calendar
year 1995.
The four nominees for director receiving the highest number of votes shall be
elected directors, to hold the office for three year terms ending in 1998 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 four nominees 100 votes, one of the nominees all 400 votes or any other
division of your 400 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, 1995 will
be entitled to receive notice of and to vote at the Meeting. On April 1, 1995
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%) percent of the shares of Corporation Common Stock. Unless otherwise
indicated, beneficial ownership includes both voting power and investment
power.
Amount an Nature
of Beneficial
Ownership of
Corporation
Name and Address of Common Stock as of Percent
Beneficial Owner April 1, 1995 of Class1
Farmers Bank & Capital 478,083.868 2 12.4
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
April 1, 1995.
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 432,087.868 shares, or approximately 11.2% of the outstanding
shares. All such shares will be voted at the Meeting. Farmers Bank holds
no voting power with respect to 45,996 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 200,739 shares (5.2% of outstanding shares), shared investment
power with respect to 171,240 shares (4.4% of the outstanding shares) and no
investment power with respect to 106,104.868 shares (2.7% of the outstanding
shares).
Election of Directors
Pursuant to the Corporation's Articles of Incorporation, as amended, at the
1995 Annual Meeting of Shareholders there shall be elected four directors who
shall hold office for three-year terms ending in 1998, or until their
successors are elected and qualified.
The persons named in the enclosed proxy will vote such proxy for the
election of the nominees listed in the table below, under the caption
"Nominees for three-year terms ending in 1998," 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 Other
and age Since 1 Corporation 2 Past Five Years 3 Directorships 4
Nominees for Three Year Terms Ending in 1998
Warner U. Hines 1982 Director Realtor, Kentucky
(67) Hines & Investors, Inc.
McDonald
John J. Hopkins 1982 Director Attorney GTE South,
(69) Inc.
Dr. John P. Stewart 1982 Chairman of Radiologist
(67) the Boards (retired)
of Directors of
the Corporation
and Farmers Bank
William R. Sykes 1989 Director and President and Chief
(58) Vice President; Executive Officer of
Director, FCB Farmers Bank
Services, Inc.
and Leasing One
Corp.
Principal
Has Served Position and Occupation
Nominee As Director Offices with During the Other
and age Since 1 Corporation 2 Past Five Years 3 Directorships 4
Continuing Directors Whose Terms Expire in 1996
Charles O. Bush 1982 Director; Director
(62) Director, Money
One Credit Corp.
E. Bruce Dungan 1982 Director President and Chief
(66)** Executive Officer of
Corporation, May 1988
to December 1991;
Michael M. Sullivan 5 1982 Director and Vice President-Cashier
(57) Vice President of Farmers Bank
of Corporation;
Senior Vice
President, FCB
Services, Inc.
Continuing Directors Whose Terms Expire in 1997
Charles S. Boyd 1992 Director; President Senior Vice President
(53)* and Chief Executive and Chief Financial
Officer of the Officer of Corporation
Corporation and Farmers Bank
Dr. John D. Sutterlin 1982 Director; Dentist,
(54) Director Leasing Sutterlin &
One Corp. Bradshaw, P. S. C.
Joseph C. Yagel, Jr. 1982 Director President, J. C. Yagel
(67) Hardware, Inc.
*Also a director of United Bank & Trust Co. ("United Bank"), Lawrenceburg
National Bank ("Lawrenceburg Bank"), Farmers Bank and Trust Co. in Georgetown,
Kentucky ("Farmers Georgetown Bank"), First Citizens Bank, Hardin County, Inc.,
Horse Cave State Bank ("Horse Cave Bank"), and FCB Services, Inc.,
all of which are subsidiaries of the Corporation as well as Money One Credit of
Kentucky, Inc. ("Money One"), a subsidiary of Farmers Bank.
**Also a director of "First Citizens Bank", "Horse Cave Bank", FCB Services,
Inc., and Money One.
1 Refers to the year in which the nominee or the continuing director became a
director of the Corporation.
2 All directors are also directors of Farmers Bank & Capital Trust Co.
3 None of the corporations or organizations listed in this column, apart from
Farmers Bank, are parents, subsidiaries or affiliates of the Corporation.
4 Listed are directorships held by each nominee or continuing director in any
corporation 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 corporation registered as an investment company under the Investment Company
Act of 1940.
5 Michael M. Sullivan and Joseph C. Yagel, Jr. are first cousins. Apart from
that relationship, none of the directors are related by blood, marriage or
adoption in relationship less remote than second cousin to any other director.
In addition to the nominees and continuing directors listed in the table
above, Mr. Frank Sower and Mr. Charles T. Mitchell serve as Advisory Directors
to the Corporation. The retirement policy for directors of the Corporation
states that directors shall retire upon reaching age 70 and may at that time,
at the discretion of the Board of Directors, become Advisory Directors.
During 1994, the Board of Directors of the Corporation had a total of ten
meetings. With the exception of Mr. Hopkins, each of the Corporation's
directors attended at least seventy percent (70%) 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 - President, Farmers Georgetown Bank, 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 John J. Hopkins. During
1994, the Retirement Committee met two times.
The Audit Committee consists of Charles T. Mitchell, Warner U. Hines, Dr.
John P. Stewart and Joseph C. Yagel, Jr. During 1994, the Audit Committee met
four times.
The Compensation Committee met once during 1994.
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 April 1, 1995 1 Class 2
Charles S. Boyd 8,407.406 3 .22
Charles O. Bush 7,000.000 4 .18
E. Bruce Dungan 39,917.686 5 1.04
Warner U. Hines 15,907.158 6 .42
John J. Hopkins 75,700.000 7 1.96
Charles T. Mitchell 16,500.000 8 .43
Frank W. Sower 160,067.000 9 4.14
John P. Stewart 37,750.000 10 .98
Michael M. Sullivan 112,292.494 11 2.90
John D. Sutterlin 29,738.765 12 .77
William R. Sykes 7,263.785 13 .19
Joseph C. Yagel, Jr. 50,050.000 14 1.30
James H. Childers 7,358.262 15 .19
Gordon M. Taylor 17,798.893 16 .46
All directors and nominees, 585,834.985 15.18
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 direct 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.
2 Based on 3,866,382 shares of Corporation Common Stock outstanding as of
April 1, 1995.
3 Includes 5,719.433 shares held jointly with Mr. Boyd's wife, Lee Boyd; and
365.369 shares held for him in the Employees Stock Ownership Plan (the ESOP).
4 Includes 5,925 shares held in trust for the benefit of Mr. Bush's wife and
children, with Mr. Bush's wife serving as trustee and over which Mr. Bush
has sole investment and voting power.
5 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, and 21,000 shares owned by Mr. Dungan's wife, Peggy D. Dungan; and
605.975 shares held for him in the ESOP.
6 Includes 1,850 shares owned by Mr. Hines' wife, Suzanne W. Hines; and 910.422
shares owned by three of Mr. Hines' children.
7 Includes 4,000 shares held by Mr. Hopkins' wife, Patricia M. Hopkins; 2,750
shares held by Mr. Hopkins' son, John J. Hopkins III; 2,650 shares held
by Mr. Hopkins daughter, Mary Hopkins Thacker; 100 shares jointly held by
Mr. Hopkins' daughter and her husband, B. Thomas Thacker; 100 shares
owned by Mr. Hopkins' son-in-law, B. Thomas Thacker; and 100 shares owned
jointly by Mr. Hopkins' wife and her mother, Mrs. Elsie B. Moore.
8 Includes 3,600 shares owned by Mr. Mitchell's wife, Jean G. Mitchell; 3,700
shares held in Individual Retirement Account established by Mr. Mitchell
with Farmers Bank serving as trustee.
9 Includes 17,400 shares owned by Mr. Sower's wife, Minnie Lynn Sower; 9,650
shares owned by Mr. Sower's son, Frank W. Sower, Jr.; 18,120 shares owned
by Mr. Sower's son, John R. Sower; 3,897 shares held by Mr. Sower's daughter,
Lynn Sower Bufkin.
10 Includes 30,750 shares held by Dr. Stewart as trustee for his own benefit;
5,000 shares held in trust by Farmers Bank for the benefit of three of
Dr. Stewart's children.
11 Includes 17,040 shares held by Pat Sullivan Insurance Agency, Inc., of which
Mr. Sullivan is President; 1,125 shares owned by Mr. Sullivan's three children;
280 owned by Mr. Sullivan's wife Lynn Sullivan; and 262.494 shares held for him
in the ESOP.
12 Includes 7,960 shares held in a private pension plan established by
Dr. Sutterlin with Farmers Bank serving as trustee; and 78.765 shares held
by Dr. Sutterlin's three children.
13 Includes 567.798 shares held for him in the ESOP, and 1,444.964 held by his
wife, Sue A. Sykes.
14 Includes 4,515 shares held by Mr. Yagel's wife Sallie E. Yagel; 18,460 shares
held by her as trustee for her benefit; 21,090 held by Mr. Yagel as
trustee for his benefit; and 1,000 shares held in Mr. Yagel's IRA.
15 Includes 341.316 shares held in a Keogh Plan Account; 675 shares held in
trust for his children with his wife serving as a trustee; and 341.946
held by the ESOP.
16 Includes 400 shares owned by his wife, Joan H. Taylor; and 403.893 held for
him in the ESOP.
Further Information As To Management
Compensation
During 1994, 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 1994 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 1992 135,275.67 23,695.04 10,255.41
President 1993 160,499.99 11,404.14
& CEO 1994 174,922.75 7,103.69 14,746.13
William R.
Sykes
President
& CEO 1992 170,463.14 19,174.05 12,486.40
Farmers 1993 170,535.98 15,980.08 12,643.38
Bank 1994 170,535.98 6,902.66 14,526.79
Gordon M.
Taylor
Treasurer &
EVP 1992 101,320.75 6,835.50 7,819.98
Farmers 1993 103,352.88 7,054.87 7,976.35
Bank 1994 106,315.38 4,165.02 9,253.78
James H.
Childers
EVP, 1992 90,804.82 11,342.50 6,987.98
Secr., 1993 92,749.97 7,143.97
Gen. 1994 95,749.99 3,770.55 8,374.47
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 who are not employed as officers of either the
Corporation or any subsidiary receive an annual fee of $2,000.00. Directors
of the Corporation who are not employed by the Corporation or any subsidiary,
but who are also directors of Farmers Bank receive an annual fee from the Bank
of $10,000 plus $50 per meeting attended for membership on Farmers Bank
committees such as the Trust Committee, the Audit Committee and the Loan
Committee. Dr. John P. Stewart receives $6,000.00 in addition to his normal
director's fee for his services as Chairman of the Board.
Compliance with Section 16 (2) of the Exchange Act:
According to information provided to the Corporation by its directors and
officers, all are in compliance with Section 16 (2) of the Act.
Report of Compensation Committee
The Compensation Committee is 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 set Mr. Boyd's salary, as indicated on the
foregoing table, at a level consistent with Chief Executive Officers of
financial corporations of comparable size according to information available
to the committee. Mr. Boyd's salary for 1994 was well within the third
quartile of regional chief executive officers.
The factors normally considered by the Compensation Committee were tempered
in 1993 by the fact that the Corporation received the proceeds from a bond
claim relating to its fraud loss in 1990 and also benefited from the adoption
of SFAS 109. Net income increased to $10.8 million in 1993 compared to $6.3
million in 1992. After eliminating the above-mentioned factors, net income
rose to $6.9 million or 9.6% increase. Return on average assets and average
equity rose to 1.33% and 11.86%, respectively, compared to .78% and 7.16% in
1992. After eliminating the nonrecurring factors, the return on average
assets was .85% and the return on average equity was 7.60%. Moreover, in
1993, the nonperforming assets of the Corporation continued to decline by
approximately 55%.
The Compensation Committee believes that the Corporation will continue to
rebound from its fraud loss in 1990 and its nonperforming loan problem which
existed in 1991.
The Compensation Committee is also responsible for setting the salaries of
other named executive officers. The setting of those salaries is based upon
the Corporation's general compensation policy which considers both
quantitative and qualitative variables. Those variables consist of, but are
not limited to 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
established the incentive threshold at the earnings level budgeted by the
Corporation. As the earnings of the Corporation exceed that threshold,
certain incentive percentages are triggered. For example, if earning 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 exceed the budgeted
threshold by such an amount that each employee received an additional 4.1% of
his salary. For 1995, a threshold some 17% higher than the threshold for 1994
and 10% higher than reported 1994 earnings, has been established.
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 - 12/29/89 $100 $100 $100
FYE 12/31/90 $82.68 $81.12 $88.18
FYE 12/31/91 $75.47 $104.14 $144.25
FYE 12/31/92 $106.36 $105.16 $149.62
FYE 12/31/93 $138.02 $126.14 $158.14
FYE 12/31/94 $159.42 $132.44 $158.80
</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 Pension 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 1994 for
the benefit of Corporation officers listed above in the compensation table as
follows: Mr. Boyd $8,746.13; Mr. Childers, $4,652.49; Mr. Sykes $8,526.79;
Mr. Taylor $5,140.76; and the executive officers as a group $27,066.17.
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. Non-discretionary Corporation contributions of a percentage of a
participant's compensation.
4. 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
1994, 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 1994. 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 1994
for the benefit of the Corporation officers participating in the Savings Plan,
as follows: Mr. Boyd, $8,000.00; Mr. Childers, $3,721.98; Mr. Sykes,
$6,000.00; Mr. Taylor, $4,113.02, and the executive officers as a group,
$19,835.00.
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.
Farmers Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, Farmers
Georgetown Bank and Horse Cave Bank have also 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 $468,630.51 for the Corporation in 1994. Mr. Michael M. Sullivan, a
director and 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 and Dr. John P. Stewart, both of whom
are members of the Corporation's and Farmers Bank's Board of Directors, 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 Farmers Bank and is a former partner (now retired) in the Charles T.
Mitchell Company.
Farmers Bank paid a $3,000 retainer fee to Attorney John J. Hopkins, a
member of the Corporation's and Farmers Bank's Board of Directors.
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 as auditors of the Corporation and
its subsidiaries for the year 1995. Coopers & Lybrand 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 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 as auditors of the Corporation and its subsidiaries for the year
1995 is hereby ratified."
Representatives of Coopers & Lybrand will be present at the Meeting with
the opportunity to make a statement and respond to appropriate questions.
General
1996 Annual Meeting. It is presently contemplated that the 1996 Annual
Meeting of the Shareholders will be held on or about May 8, 1996. In order
for any shareholder proposal to be included in the proxy material of the
Corporation for the 1996 Annual Meeting of Shareholders, it must be received
by the Secretary of the Corporation no later than December 10, 1995. 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 as the Corporation's
independent accountants for 1995. 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, 1994. 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, 1994
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, 1995, a copy of such Form 10-K without charge. Send requests to
James H. Childers, Secretary, Farmers Capital Bank Corporation, One Farmers
Bank Plaza, Frank fort, 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 3, 1995
Proxy card - Appendix
Farmers Capital Bank Corporation
Proxy
Solicited by the Board of Directors in accordance with the notice of Annual
Meeting of Share holders and Proxy Statement dated April 3, 1995 for the Annual
Meeting of Shareholders to be held May 9, 1995
The undersigned shareholder hereby appoints Charles S. Boyd and Dr. John P.
Stewart, or any of them with full power of substituion, 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 9, 1995, 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)
Warner U. Hines, John J. Hopkins, Dr. John P. Stewart, and William R. Sykes
(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 1995: 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 1995 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 1995
