<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1994.
Registration No. 33-54535
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY 6712 61-1023747
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorpora- Industrial Classi- Identification
tion or organization) fication Code Number) Number)
100 South Fourth Street,
P.O. Box 2200,
Paducah, Kentucky 42002-2200
(502) 441-1200
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
___________________________________
A. Howard Arant, Secretary
PEOPLES FIRST CORPORATION
100 South Fourth Street
P.O. Box 2200
Paducah, Kentucky 42002-2200
(502) 441-1200
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
___________________________________
Copies of Communications to:
R. James Straus Ralston W. Steenrod
Alan K. MacDonald Cynthia L. Coffee
Brown, Todd & Heyburn Stites & Harbison
3200 Providian Center 400 W. Market Street, Suite 1800
Louisville, KY 40202-3363 Louisville, KY 40202
(502) 589-5400 (502) 587-3400
<PAGE>
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this Registration
Statement becomes effective.
If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
_________________________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum
class of secur- Amount to offering aggregate Amount of
ities to be be regis- price per offering registration
registered tered unit (1) price (1) fee(1)
- ---------- --------- -------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock 1,078,000 $12.80 $13,803,052 $4,759.67
shares
- --------------------------------------------------------------------------------
<FN>
(1) Estimated and calculated pursuant to Rule 457(f)(2), solely for
the purpose of computing the registration fee, based upon the
book value of Libsab Bancorp, Inc. Common Stock at March 31,
1994.
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a) MAY DETERMINE.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statements Schedules.
EXHIBIT DESCRIPTION
2.1 Affiliation Agreement as amended and restated as
of April 15, 1994, among Peoples First
Corporation, PFC Acquisition Corporation II,
Libsab Bancorp, Inc. and Liberty Bank & Trust
Company is included as Appendix A to the
Prospectus-Proxy Statement.
2.2 Form of Plan of Merger, as amended, between PFC
Acquisition Corporation II and Libsab Bancorp,
Inc. is included as Appendix B to the Prospectus-
Proxy Statement.
3.1 Peoples First's Restated Articles of Incorporation
and Amendments are incorporated herein by
reference to Exhibit 3.1 to Peoples First's 10-Q
for the fiscal quarter ended March 31, 1994.
3.2 Peoples First's Bylaws and Amendments are
incorporated herein by reference to Exhibit 3(b)
to Peoples First's 10-K for the year ended
December 31, 1992.
*5 Opinion of Brown, Todd & Heyburn as to the
legality of the securities registered.
*8 Opinion of Brown, Todd & Heyburn as to tax matters
and consequences to stockholders.
10.1 Peoples First's 1986 Stock Option Plan is
incorporated herein by reference to Exhibit 10.1
to Form 10-Q/A filed July 22, 1994, amending
Peoples First's 10-Q for the fiscal quarter ended
March 31, 1994.
10.2 Consulting Agreement between Bank of Murray and
Joe Dick is incorporated by reference to Exhibit
10.1 to Registration No. 33-44235.
10.3 Employment Agreement between Salem Bank, Inc. and
Neal H. Ramage is incorporated herein by reference
to Exhibit 10.1 to Registration Statement No. 33-
29006
10.4 Employment Agreement between First Kentucky
Bancorp, Inc. and Dennis W. Kirtley is
incorporated by reference to Exhibit 10.1 to
Registration No. 33-51741.
*21 Subsidiaries of Peoples First.
*23.1 Consent of Brown, Todd & Heyburn is contained
in their opinions filed as Exhibits 5 and 8
hereto.
*23.2 Consent of Cornman, Bryan & Watts, Certified
Public Accountants.
II-3
<PAGE>
*23.3 Consent of Professional Bank Services, Inc.
*23.4 Consent of KPMG Peat Marwick, Certified
Public Accountants.
*23.5 Consent of C. Steve Story to serve as a
director of Peoples First.
*23.6 Consent of James C. Holloway to serve as a
director of Peoples First.
*24 Power of Attorney.
*99.1 Form of Employment Agreement between Libsab
and C. Steve Story.
*99.2 Option Agreement dated February 24, 1994
between Peoples First Corporation and Libsab
Bancorp, Inc.
*99.3 Form of Affiliate Agreement between Peoples
First Corporation and each of the Directors
of Libsab.
*99.4 Proxy Form.
99.5 Opinion of Professional Bank Services, Inc.
- ------------------------
*Previously filed.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Paducah, Commonwealth of Kentucky, on July 27, 1994.
PEOPLES FIRST CORPORATION
By: /s/ Aubrey W. Lippert
-------------------------------
Aubrey W. Lippert
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Aubrey W. Lippert Chairman of the Board, July 27, 1994
- ---------------------------------
Aubrey W. Lippert President, Chief Executive
Officer, and Director
* Vice Chairman of the July 27, 1994
- ---------------------------------
Joe Dick Board and Director
/s/ Allan B. Kleet Chief Financial Officer July 27, 1994
- ---------------------------------
Allan B. Kleet Treasurer and Director
(Principal financial and
accounting officer)
* Director July 27, 1994
- ---------------------------------
Walter L. Apperson
* Director July 27, 1994
- ---------------------------------
Gathiel D. Baker
* Director July 27, 1994
- ---------------------------------
William R. Dibert
* Director July 27, 1994
- ---------------------------------
Richard E. Fairhurst, Jr.
* Director July 27, 1994
- ---------------------------------
William Rowland Hancock
<PAGE>
Signature Title Date
* Director July 27, 1994
- ---------------------------------
Dennis W. Kirtley
* Director July 27, 1994
- ---------------------------------
Robert P. Meriwether, M.D.
* Director July 27, 1994
- ---------------------------------
Joe Harry Metzger
* Director July 27, 1994
- ---------------------------------
Jerry L. Page
* Director July 27, 1994
- ---------------------------------
Rufus E. Pugh
* Director July 27, 1994
- ---------------------------------
Neal H. Ramage
* Director July 27, 1994
- ---------------------------------
Allan Rhodes, Jr.
* Director July 27, 1994
- ---------------------------------
Mary Warren Sanders
* Director July 27, 1994
- ---------------------------------
Victor F. Speck, Jr.
- ---------------------------------
* By /s/ Aubrey W. Lippert
- ---------------------------------
Aubrey W. Lippert,
Attorney-in-fact pursuant to
powers of attorney previously
filed as part of this
registration statement
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
2.1 Affiliation Agreement as amended and restated as
of April 15, 1994, among Peoples First
Corporation, PFC Acquisition Corporation II,
Libsab Bancorp, Inc. and Liberty Bank & Trust
Company is included as Appendix A to the
Prospectus-Proxy Statement.
2.2 Form of Plan of Merger, as amended, between PFC
Acquisition Corporation II and Libsab Bancorp,
Inc. is included as Appendix B to the Prospectus-
Proxy Statement.
3.1 Peoples First's Restated Articles of Incorporation
and Amendments are incorporated herein by
reference to Exhibit 3.1 to Peoples First's 10-Q
for the fiscal quarter ended March 31, 1994.
3.2 Peoples First's Bylaws and Amendments are
incorporated herein by reference to Exhibit 3(b)
to Peoples First's 10-K for the year ended
December 31, 1992.
*5 Opinion of Brown, Todd & Heyburn as to the
legality of the securities registered.
*8 Opinion of Brown, Todd & Heyburn as to tax matters
and consequences to stockholders.
10.1 Peoples First's 1986 Stock Option Plan is
incorporated herein by reference to Exhibit 10.1
to Form 10-Q/A filed July 22, 1994, amending
Peoples First's 10-Q for the fiscal quarter ended
March 31, 1994.
10.2 Consulting Agreement between Bank of Murray and
Joe Dick is incorporated by reference to Exhibit
10.1 to Registration No. 33-44235.
10.3 Employment Agreement between Salem Bank, Inc. and
Neal H. Ramage is incorporated herein by reference
to Exhibit 10.1 to Registration Statement No.
33-29006
10.4 Employment Agreement between First Kentucky
Bancorp, Inc. and Dennis W. Kirtley is
incorporated by reference to Exhibit 10.1 to
Registration No. 33-51741.
*21 Subsidiaries of Peoples First.
*23.1 Consent of Brown, Todd & Heyburn is contained
in their opinions filed as Exhibits 5 and 8
hereto.
*23.2 Consent of Cornman, Bryan & Watts, Certified
Public Accountants.
*23.3 Consent of Professional Bank Services, Inc.
<PAGE>
*23.4 Consent of KPMG Peat Marwick, Certified
Public Accountants.
*23.5 Consent of C. Steve Story to serve as a
director of Peoples First.
*23.6 Consent of James C. Holloway to serve as a
director of Peoples First.
*24 Power of Attorney.
*99.1 Form of Employment Agreement between Libsab
and C. Steve Story.
*99.2 Option Agreement dated February 24, 1994
between Peoples First Corporation and Libsab
Bancorp, Inc.
*99.3 Form of Affiliate Agreement between Peoples
First Corporation and each of the Directors
of Libsab.
*99.4 Proxy Form.
99.5 Opinion of Professional Bank Services, Inc.
- -------------------------
*Previously filed.
<PAGE>
Exhibit 99.5
OPINION OF PROFESSIONAL BANK SERVICES, INC.
August 1, 1994
Board of Directors
Libsab Bancorp, Inc.
Highway 121 South
Mayfield, Kentucky 42066-9620
Dear Member of the Board:
You have requested our opinion as investment bankers as to the fairness,
from a financial perspective, to the common shareholders of Libsab Bancorp,
Inc. ("Libsab") of the proposed merger of Libsab with a wholly owned
subsidiary of Peoples First Corporation ("PFC"). In the proposed merger,
Libsab shareholders will receive 12.632 PFC common shares per Libsab common
share. The terms of the merger are more fully set forth in the agreement
dated February 24, 1994 and the amendment to the agreement dated April 15,
1994 ("Agreement").
Professional Bank Services ("PBS") is a bank consulting firm and as part
of its investment banking business is continually engaged in reviewing the
fairness, from a financial perspective, of bank acquisition transactions and
in the valuation of banks and other businesses and their securities in
connection with mergers, acquisitions, estate settlements and other purposes.
We are independent with respect to the parties of the proposed transaction.
For purposes of this opinion, we have reviewed and analyzed the
historical performance of Libsab contained in (i) Audited Financial Statements
dated December 31, 1990, 1991, 1992 and 1993; (ii) unaudited financial
statements of Libsab dated March 31, 1994; (iii) December 31, 1993
Consolidated Reports of Condition and Income filed with the Federal Deposit
Insurance Corporation by Liberty Bank and Trust Company, Mayfield, Kentucky
("LBTC"); (iv) December 31, 1992 and September 30, 1993 Uniform Bank
Performance Report of LBTC; (v) historical common stock trading activity of
Libsab; and (vi) the premises and other fixed assets. We have reviewed and
tabulated statistical data regarding the loan portfolio, securities portfolio
and other performance ratios and statistics. Financial projections were
prepared and analyzed as well as other financial studies, analyses and
investigations as deemed relevant for the purposes of this opinion. In review
of the aforementioned information, we have taken into account our assessment
of general market and financial conditions, our experience in other
transactions, and our knowledge of the banking industry generally.
In conjunction with our opinion, we have evaluated the historical
performance and current financial condition of PFC contained in: (i) audited
financial statements for the years ending December 31, 1991, 1992 and 1993
included in PFC's 1993 Annual Report to Shareholders; (ii) unaudited financial
statements as of March 31, 1994; (iii) September 30, 1993 and December 31,
1992 Uniform Bank Performance Report of PFC; (iv) historical common stock
trading and dividend activity to date; (v) the Agreement; and (vi) the
financial terms of certain other comparable transactions. We have prepared
and analyzed the pro forma consolidated financial condition of Libsab and PFC.
We have reviewed and tabulated consolidated statistical data regarding growth,
growth prospects for service markets, liquidity, asset composition and
quality, profitability, leverage and capital adequacy.
<PAGE>
We have not compiled, reviewed or audited financial statements of Libsab
or PFC, nor have we independently verified any of the information reviewed; we
have relied upon such information as being complete and accurate in all
material respects. We have not made an independent evaluation of the assets
of Libsab or PFC.
Based on the foregoing and all other factors deemed relevant, it is our
opinion as investment bankers, that, as of the date hereof, the consideration
proposed to be received by the shareholders is, from a financial perspective,
fair and equitable to the common shareholders of Libsab.
Very truly yours,
PROFESSIONAL BANK SERVICES, INC.
/s/ Christopher L. Hargrove
Christopher L. Hargrove
Vice President
179\PPL\2572\S4AMEND.1
CAB0726941341
