<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1994
Registration No. 33-28301
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1023747
(State or other juris- (I.R.S. Employer
diction of incorpora- Identification No.)
tion or organization)
100 SOUTH FOURTH STREET
P.O. Box 2200
PADUCAH, KENTUCKY 42002-2200
(Address of principal (Zip Code)
executive offices)
PEOPLES FIRST CORPORATION SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
(Full title of the Plan)
A. HOWARD ARANT, SECRETARY
PEOPLES FIRST CORPORATION
P.O. BOX 2200
100 SOUTH FOURTH STREET
PADUCAH, KENTUCKY 42002-2200
(502) 441-1200
(Name, address, telephone number, including area code
of agent for service of process)
COPY OF COMMUNICATIONS TO:
R. James Straus
Alan K. MacDonald
BROWN, TODD & HEYBURN
3200 Capital Holding Center
Louisville, Kentucky 40202
(502) 589-5400
Approximate date of commencement of proposed sale of the securities to the
public: As promptly as practicable after the effective date of this Registration
Statement.
<PAGE>
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
---
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount
to be Amount to be Aggregate Price Aggregate Registration
Registered Registered (2) Per Unit (1)(2) Offering Price (1) Fee
- ------------- -------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 1,040,000 $7.50 $7,800,000 $1,560
no par value shares
<FN>
- --------------------------------------------------------------------------------
(1) Estimated and calculated pursuant to Rule 457(c) solely for the purpose of
computing the registration fee on the basis of the average of the bid and
asked prices for the Common Stock as of April 20, 1989.
(2) As adjusted for 2-for-1 stock splits effected in the form of 100% stock
dividends on December 29, 1989 and January 4, 1994.
</TABLE>
<PAGE>
PEOPLES FIRST CORPORATION
Cross Reference Sheet
PURSUANT TO ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM OF FORM S-3 CAPTION IN PROSPECTUS
<S> <C> <C>
1. Forepart of the Registration Outside Front Cover
Statement and Outside Front Page
Cover Page of Prospectus
2. Inside Front and Outside Back AVAILABLE INFORMATION;
Cover Pages of Prospectus DOCUMENTS INCORPORATED
BY REFERENCE; TABLE OF
CONTENTS
3. Summary Information, Risk Factors SHARE OWNER DIVIDEND
and Ratio of Earnings to Fixed REINVESTMENT AND STOCK
Charges PURCHASE PLAN
4. Use of Proceeds USE OF PROCEEDS
5. Determination of Offering Price SHARE OWNER DIVIDEND
REINVESTMENT AND STOCK
PURCHASE PLAN
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution SHARE OWNER DIVIDEND
REINVESTMENT AND STOCK
PURCHASE PLAN
9. Description of Securities DOCUMENTS INCORPORATED BY
to be Registered REFERENCE
10. Interests of Named Experts LEGAL MATTERS; EXPERTS
Experts and Counsel
11. Material Changes *
12. Incorporation of Certain DOCUMENTS INCORPORATED
Information BY REFERENCE
13. Disclosure of Commission INDEMNIFICATION
Position on Indemnification for
Securities Act Application
<FN>
_________________________
* Not applicable.
</TABLE>
<PAGE>
PROSPECTUS DATED MARCH 1, 1994
PEOPLES FIRST CORPORATION
SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
814,089 SHARES OF COMMON STOCK
WITHOUT PAR VALUE
Peoples First Corporation (the "Corporation") offers 814,089 shares of
common stock without par value (the "Common Stock") to be issued to shareholders
of the corporation in accordance with the terms and conditions of the Peoples
First Corporation Share Owner Dividend Reinvestment and Stock Purchase Plan, as
amended and restated (the "Plan").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The price per share with respect to each share of Common Stock purchased
under the Plan will be the "market price" for the Common Stock, which will be
the average of the bid and asked prices for the Common Stock as reported on the
NASDAQ National Market System, at the close of business on the last five trading
days of the month preceding the dividend payment month, unless the Corporation's
Board of Directors determines in good faith that the price so determined does
not represent the fair value of the Common Stock and sets a different market
price. The last sales price reported for the Common Stock as of the close of
business on January 31, 1994, was $26.875 per share. See Section VI of the Plan,
the full text of which is attached as Appendix A to this Prospectus.
The date of this Prospectus is March 1, 1994.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance with the Exchange Act files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; at
the Commission's New York Regional Office, 7 World Trade Center, New York, New
York 10048; and at the Commission's Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington. D.C. 20549, at prescribed rates. Because the Common
Stock is quoted on the NASDAQ National Market System, the Corporation also files
reports, proxy statements, and other material with the National Association of
Securities Dealers, Inc., c/o NASDAQ Report Section--3rd Floor, 1735 K Street,
N.W., Washington, D.C. 20006, where such material may be inspected.
The Corporation has filed with the Commission in Washington, D.C. a
registration statement (herein together with all amendments thereto called the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities covered by this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. For further information, please refer to the Registration Statement
including the exhibits filed or incorporated as a part thereof. Copies of the
Registration Statement can be inspected and copied at the offices of the
Commission as set forth above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed by the Corporation with the Commission under
the Exchange Act, are incorporated in this Prospectus by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992;
(b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30, and September 30, 1993;
(c) The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 8-A, filed with the Commission
on April 29, 1988, and any amendments or report filed thereafter for the
purpose of updating such description;
2
<PAGE>
(d)_Current Report of Peoples First on Form 8-K dated October 18, 1993,
filed pursuant to Section 13 of the Exchange Act; and
(e)_Form 10-C of Peoples First filed with the Commissioner on January
18, 1994.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed
to be incorporated by reference into and made a part of this Prospectus from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Prospectus
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus, or in a document
subsequently filed, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
IN OR DELIVERED WITH THIS PROSPECTUS. THESE DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON ORAL OR WRITTEN REQUEST FROM
A. HOWARD ARANT, SECRETARY, PEOPLES FIRST CORPORATION, 100 SOUTH FOURTH STREET,
P.O. BOX 2200, PADUCAH, KENTUCKY 42002-2200, (502) 441-1200.
3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
AVAILABLE INFORMATION.......................................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE............................................................ 2
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN...................................... 5
General...................................................................................... 5
Purpose...................................................................................... 5
Investment Options........................................................................... 5
Optional Payments............................................................................ 6
Costs........................................................................................ 6
Purchases.................................................................................... 6
Report to Participants....................................................................... 7
Dividends.................................................................................... 7
Issuance of Certificates..................................................................... 7
Withdrawal of Certificates................................................................... 7
Deposit of Certificates...................................................................... 7
Termination; Amendment....................................................................... 7
Disposition of Shares........................................................................ 8
Rights Offering.............................................................................. 8
Stock Dividends and Splits................................................................... 8
Voting....................................................................................... 8
Communications............................................................................... 8
USE OF PROCEEDS................................................................................ 9
INDEMNIFICATION................................................................................ 9
LEGAL MATTERS.................................................................................. 9
EXPERTS........................................................................................ 9
APPENDIX A -- Peoples First Corporation Share Owner Dividend Reinvestment and Stock Purchase
Plan.......................................................................................... A-1
</TABLE>
4
<PAGE>
PEOPLES FIRST CORPORATION
100 SOUTH FOURTH STREET
PADUCAH, KENTUCKY 42002-2200
(502) 441-1260
------------------------------------------
SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
------------------------------------------
GENERAL. On May 13, 1987, the Board of Directors adopted the Peoples First
Corporation Share Owner Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan became effective with the 1987 third quarter dividend and is
administered by the Board of Directors. The Board of Directors originally
reserved 260,000 shares of Common Stock for issuance of the Plan, which number,
net of shares issued from time to time under the Plan, has been adjusted to
814,089 shares to reflect 2-for-1 stock splits effected by the Corporation in
the form of 100% stock dividends on December 29, 1989 and January 4, 1994.
All shareholders of the Corporation are entitled to participate in the Plan
at any time by signing an Authorization Form and returning it to the Dividend
Reinvestment Agent.
The full text of the Plan, as amended and restated, is set forth in Appendix
A to this Prospectus. The following discussion of the Plan is qualified in its
entirety by reference to the text of the Plan.
PURPOSE. The purpose of the Plan is to provide shareholders of the
Corporation with a simple and convenient method to invest cash dividends and
optional payments in additional shares of Common Stock without payment of any
brokerage commission or service charge.
INVESTMENT OPTIONS. The Plan provides three types of investment options,
and a participant may change the type of option at any time. The first
investment option is Full Dividend Reinvestment whereby the participant
reinvests dividends on all shares of Common Stock held by him. The second
investment option is Partial Dividend Reinvestment whereby a participant
reinvests dividends on less than all of the shares of Common Stock held by him
and continues to receive cash dividends on the other shares. Under the Full
Dividend Reinvestment option and the Partial Dividend Reinvestment option,
optional payments may also be invested. The minimum number of shares required
for participation in these two investment options is 100. The third investment
option is Optional Payments Only, whereby a participant may invest by making
optional payments at any time in any amount up to an aggregate of $3,000 but not
less than $100 per dividend payment cycle. No minimum number of shares is
required for participation pursuant to this investment option.
5
<PAGE>
Cash dividends on shares of Common Stock held in a participant's account
under the Plan are automatically reinvested to purchase additional shares
regardless of which investment option is selected.
OPTIONAL PAYMENTS. A participant may make an optional payment at any time
by enclosing a check or money order with an Authorization Form. Optional
payments may not exceed a total of $3,000 per dividend payment cycle. Optional
payments will be invested on one of the four investment dates per year,
depending on which dividend payment cycle the optional payment is received.
COSTS. Participants will incur no expenses in connection with purchases
under the Plan. The Corporation reserves the right, however, to prospectively
establish a service charge if excessive issuances of stock certificates are
requested by a participant. All shares of Common Stock purchased pursuant to the
Plan will be newly issued shares, purchased directly from the Corporation. There
will be no brokerage fees (except a nominal fee to liquidate any fractional
shares when a participant terminates participation). All costs of administration
of the Plan are paid by the Corporation.
PURCHASES. The price of shares of Common Stock purchased pursuant to the
Plan under any of the investment options will be the "Market Price." The Market
Price will be the average of the closing bid and asked prices for the Common
Stock, as reported on the NASDAQ National Market System, on the last five
trading days of the month preceding the dividend payment month, unless the
Corporation's Board of Directors determines in good faith that the price so
determined does not represent the fair value of the Common Stock and sets a
different Market Price. In no event will the Market Price be less than the
stockholders' equity per share of Common Stock computed in accordance with
generally accepted accounting principles consistently applied in the
Corporation's financial statements for the most recently completed fiscal
quarter.
The number of shares of Common Stock to be purchased by a participant will
be that number of shares, including fractions computed to three decimal places,
equal to the amounts invested divided by the applicable purchase price.
The purchases of Common Stock pursuant to the Plan will be made so that on
the dividend payment date any optional payment which has been received from the
participant prior to the last business day of the preceding month will be
applied by the Corporation to the purchase of additional shares. Cash dividends
on Common Stock will also be applied by the Corporation to the purchase of
additional shares on dividend payment dates.
Purchases of shares of Common Stock pursuant to the Plan will only be made
to the extent dividends allocated to purchases by participants are actually
declared. While the Corporation currently intends to continue to consider the
payment of dividends quarterly, such dividends, if any, will depend upon the
Corporation's earnings, financial condition, and prospects.
6
<PAGE>
REPORT TO PARTICIPANTS. Each participant in the Plan will receive a
Statement of Account each quarter showing the amounts invested, purchase prices,
the number of shares purchased and other information for the year to date.
DIVIDENDS. A participant's account will be credited on the dividend payment
date with dividends on whole shares of Common Stock and on fractions of shares
held in the participant's account to the extent of three decimal places.
ISSUANCE OF CERTIFICATES. Shares of Common Stock purchased under the Plan
will be registered in the Corporation's name, as agent for the participant.
Certificates for shares will be issued to participants only upon request, so as
to protect against loss, theft or destruction of the certificates. Certificates
for a fractional share will not be issued under any circumstances.
WITHDRAWAL OF CERTIFICATES. A participant may withdraw certificates for
some or all of the shares of Common Stock held under the Plan and continue to
participate with respect to those shares. The Corporation reserves the right to
establish (for prospective application after reasonable notice to participants)
a service charge for participant accounts as to which excessive issuances of
certificates are requested.
DEPOSIT OF CERTIFICATES.__A participant may also deposit stock certificates
for other Shares of Common Stock registered in the participant's name with the
Dividend Reinvestment Agent for safekeeping, free of charge. Shares represented
by such certificates will be credited as held in the participant's account under
the Plan, and dividends will be reinvested on such shares. Shares deposited with
the Dividend Reinvestment Agent may be withdrawn at any time by notifying the
Dividend Reinvestment Agent in writing, but such withdrawal will not affect the
reinvestment of dividends on such Shares.
TERMINATION; AMENDMENT. To terminate participation in the Plan, a
participant must send a written request for termination to the Corporation's
Dividend Reinvestment Agent. When participation in the Plan is terminated,
certificates for whole shares of Common Stock held in the participant's account
under the Plan will be issued, a cash payment based on the amount of the then
current Market Price will be made for any fraction of a share, and the account
will be closed. A participant may stop all investment on any day of purchase if
written notification to stop such investment is received by the Dividend
Reinvestment Agent by the last business day of the month preceding the dividend
payment month.
The Board may, in its sole discretion, terminate the Plan at any time for
any reason, or it may amend the Plan in any respect provided that participants
have 30 days' notice prior to the effectiveness of any amendment which would
have an adverse effect on participants in order that they may elect to cease
their participation. If the Plan is so terminated, the participants' accounts
will be closed in the manner described above as if the participants had
themselves terminated their respective accounts.
7
<PAGE>
The Corporation will automatically terminate a participant's account and
refund the dividends if the minimum share requirements do not continue to be
satisfied.
DISPOSITION OF SHARES. If a participant who is reinvesting cash dividends
on all of the shares of Common Stock registered in the participant's name
disposes of a portion of such shares, the Corporation will continue to reinvest
the dividends on the remainder of the shares as long as the number of the
remaining shares is not less than 100.
If a participant who is reinvesting cash dividends on part of the shares
registered in the participant's name disposes of a portion of such shares, the
Corporation will continue to reinvest dividends on the remainder of the shares
up to the number of shares originally authorized as long as the number of the
remaining shares is not less than 100.
If a participant disposes of all shares registered in the participant's
name, the Corporation will not continue to reinvest the dividends on the shares
held in the participant's account.
RIGHTS OFFERING. A participant's entitlement in a rights offering, if any,
will be based upon the participant's total holdings on the same basis as the
participant's dividend is computed each dividend payment cycle. Rights
certificates, if any, will be issued for the number of whole shares only,
however, and rights based on a fraction of a share held in a participant's
account will be sold for the participant's account and the net proceeds will be
treated as an optional payment.
STOCK DIVIDENDS AND SPLITS. Any shares of Common Stock distributed as a
result of a stock dividend by the Corporation on the shares held in the account
of a participant under the Plan will be added to the participant's account.
Stock dividends distributed on account of shares registered in the name of the
participant will be mailed directly to the shareholder in the same manner as to
shareholders who are not participating in the Plan. The Corporation's Board of
Directors must adjust the number of shares of Common Stock reserved for issuance
under the Plan in the event of a stock split, stock dividend, reclassification,
reverse stock split or other similar change in the Common Stock.
VOTING.__A participant will be sent a proxy card for voting all of the
shares for which the participant holds certificates and for all uncertificated
whole shares of Common Stock held in the participant's Plan account. Fractional
shares will not be voted.
If the proxy card is returned and no voting instructions are given with
respect to any item thereon, all of the participant's shares will be voted in
accordance with the recommendations of the Board. If the proxy card is not
returned, or if it is returned unsigned by the registered owner(s), none of the
participant's shares will be voted.
COMMUNICATIONS.__Participants should address all communications to the
Corporation relating to the Plan to the Corporation's Dividend Reinvestment
Agent, Boatmen's Trust Company, Dividend Reinvestment Agent, 510 Locust Street,
P.O. Box 14768, St. Louis, Missouri 63178, telephone: (800) 456-9852.
8
<PAGE>
USE OF PROCEEDS
The Corporation intends to use the proceeds from the shares of Common Stock
issued in connection with the Plan for general corporate purposes.
INDEMNIFICATION
The Corporation's Articles of Incorporation require the Corporation to
indemnify its directors, officers, employees, and agents to the fullest extent
permitted by Kentucky law. Under Kentucky law, a director, officer, employee, or
agent may be indemnified for judgments, penalties, fines, settlements, and
reasonable expenses incurred by that person in connection with that person's
official capacity in the Corporation. Indemnification against reasonable legal
expenses in such a proceeding is mandatory when the person is wholly successful
in the defense of the proceeding. However, under no circumstances may a person
be indemnified for any actions taken in bad faith.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. This statement is
being included in accordance with the requirements of the Commission, which are
generally applicable to all securities being registered under the Securities Act
and not pursuant to any requirements being imposed specifically upon the
Corporation.
LEGAL MATTERS
Brown, Todd & Heyburn, 3200 Capital Holding Center, Louisville, Kentucky
40202, has passed upon the legality of the shares of Common Stock offered
hereby.
EXPERTS
The consolidated financial statements of Peoples First Corporation and
subsidiaries as of December 31, 1992 and 1991 and for each of the years in the
three-year period ended December 31, 1992 incorporated by reference in the
Registration Statement have been incorporated in the Registration Statement in
reliance upon the report of KPMG Peat Marwick, Independent Certified Public
Accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
9
<PAGE>
APPENDIX A
PEOPLES FIRST CORPORATION
SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
AS AMENDED AND RESTATED AS OF FEBRUARY 16, 1994
I. PURPOSE
The purpose of this Peoples First Corporation (the "Corporation") Share
Owner Dividend Reinvestment and Stock Purchase Plan (the "Plan") is to provide
shareholders of the Corporation ("Shareholders") a simple and convenient method
to invest cash dividends and optional payments in additional shares of the
Corporation's common stock, no par value ("Common Shares"), without payment of
any brokerage commission or service charge.
II. ADMINISTRATION
The Plan will be administered by the Board of Directors of the Corporation
(the "Board"). The Board shall have full authority to establish regulations for
the administration of the Plan and to make any other determination it deems
necessary to administer the Plan.
III. PARTICIPATION
All Shareholders are entitled to join the Plan at any time by signing an
"Authorization Form" and returning it to the Corporation's Dividend Reinvestment
Agent. An Authorization Form and postage-paid envelope may be obtained at any
time by contacting the Dividend Reinvestment Agent.
An optional payment may be made when joining the Plan and from time to time
thereafter by enclosing a check or money order (payable to the Dividend
Reinvestment Agent in United States dollars) with an Authorization Form. The
Authorization Form and/ or the check or money order must be received by the
Dividend Reinvestment Agent no later than the last business day of the month
preceding the month in which the dividend is paid in order to reinvest that
dividend, in accordance with the schedule in the following table. A new
Authorization Form need not be submitted for subsequent quarters unless a change
in investment option is desired. The investment date will be the Corporation's
dividend payment date (typically the fifteenth day of the month in which a
dividend is to be paid). The following table illustrates the date on which
Authorization Forms must be received by
A-1
<PAGE>
the Dividend Reinvestment Agent in order to participate in the Plan on the next
investment date. (Months indicated are based on the Corporation's present
dividend payment cycle and are subject to changes in the Corporation's dividend
payment cycle as determined by the Board):
<TABLE>
<CAPTION>
AUTHORIZATION FORM MUST BE RECEIVED TO HAVE DIVIDEND REINVESTED ON
ON OR BEFORE LAST BUSINESS DAY OF: DIVIDEND PAYMENT DATE IN:
- ---------------------------------------- --------------------------------------
<S> <C>
January February
April May
July August
October November
</TABLE>
The Authorization Form provides for the purchase of additional Common Shares
through the following investment options under the Plan:
FULL DIVIDEND REINVESTMENT. A participant may reinvest dividends on all
Common Shares held by a participant at the price determined pursuant to Article
VI(a) of this Plan (the "Market Price"). Optional payments may also be invested
at the Market Price up to an aggregate of $3,000 but not less than $100 per
dividend payment cycle. The minimum number of Common Shares required for
participation in the dividend reinvestment portion of the Plan pursuant to this
paragraph is 100 Common Shares. The minimum 100 Common Shares can be obtained by
combining nonparticipant Common Shares with Common Shares obtained through cash
payments.
PARTIAL DIVIDEND REINVESTMENT. A participant may reinvest dividends on less
than all of the Common Shares held by a participant at the Market Price and
continue to receive cash dividends on the other Common Shares. Optional payments
may also be invested at the Market Price up to an aggregate of $3,000 but not
less than $100 per dividend payment cycle. The minimum number of Common Shares
required for participation in the dividend reinvestment portion of the Plan
pursuant to this paragraph is 100 Common Shares. The minimum 100 Common Shares
can be obtained by combining nonparticipant Common Shares with Common Shares
obtained through cash payments.
OPTIONAL PAYMENTS ONLY. A participant may invest by making optional
payments at any time in any amount up to an aggregate of $3,000 but not less
than $100 per dividend payment cycle at the Market Price. No minimum number of
Common Shares is required for participation in the optional payment portion of
the Plan pursuant to this paragraph.
Cash dividends on Common Shares held in a participant's account under the
Plan are automatically reinvested to purchase additional Common Shares
regardless of which investment option is selected.
A-2
<PAGE>
A participant may change the investment option at any time by signing a new
Authorization Form and returning it to the Dividend Reinvestment Agent. Any
change in the investment option with respect to reinvestment of dividends must
be received by the Dividend Reinvestment Agent by the same dates indicated in
the above table.
IV. OPTIONAL PAYMENTS
Optional payments may be made directly to the Dividend Reinvestment Agent at
any time. Interest will not be paid on any optional payments held pending
investment as described below. An optional payment can initially be made by
enclosing a check or money order (payable to the Dividend Reinvestment Agent in
United States dollars) with an Authorization Form. Generally, there will be four
investment dates per year, which will correspond to the Corporation's dividend
payment dates. Optional payments received by the Dividend Reinvestment Agent by
the last business day of a dividend payment cycle will be deposited and invested
on the next dividend payment date. An account statement will be forwarded on
each investment date serving as the receipt for optional payments. An optional
payment form will be attached to each statement.
Optional payments may not exceed a total of $3,000 per dividend payment
cycle based on when such optional payments are received by the Dividend
Reinvestment Agent and not when they are used to purchase Common Shares.
Optional payments in excess of the limit for the dividend payment cycle will be
returned to the extent of the excess.
The following table illustrates the investment date for optional payments
received by the Dividend Reinvestment Agent based on the Corporation's present
dividend payment cycle and subject to change by the Board:
<TABLE>
<CAPTION>
OPTIONAL PAYMENTS RECEIVED BY THE LAST
BUSINESS DAY PURCHASE SHARES ON DIVIDEND PAYMENT
IN THE FOLLOWING DIVIDEND PAYMENT CYCLES DATE (NORMALLY 15TH)
- ---------------------------------------- -----------------
<S> <C>
First Dividend Payment Cycle
November -- January.................... February
Second Dividend Payment Cycle
February -- April...................... May
Third Dividend Payment Cycle
May -- July............................ August
Fourth Dividend Payment Cycle
August -- October...................... November
</TABLE>
A-3
<PAGE>
V. COSTS
Participants shall incur no expenses in connection with purchases under the
Plan, unless the Board invokes the provision in the last paragraph of Article X
of this Plan as to any account. There are no brokerage fees because Shares are
purchased directly from the Corporation. All costs of administration of the Plan
are paid by the Corporation. A participant who terminates participation in the
Plan may be assessed a nominal fee to cover any commission charged to liquidate
any fractional share remaining after distribution of whole Common Shares held in
the participant's account.
VI. PURCHASES
(a) PRICE. The price of Common Shares purchased with reinvested Common
Share dividends will be the Market Price. The price of Common Shares purchased
with optional payments will be the Market Price.
The Market Price shall be the average of the closing bid and asked prices
for the Common Shares, as reported on the National Association of Securities
Dealers, Inc. Automated Quotation/National Market System, on the last five
trading days of the month preceding the dividend payment month, unless the Board
determines in good faith that the price so determined does not represent the
fair value of Common Shares and, therefore, determines a different Market Price.
In determining whether the Market Price represents the fair value of the Common
Shares, the Board may base its decision on its sole good faith judgment or, in
whole or in part, on the advice rendered to it by investment banking and other
financial advisors, including investment banking firms that may make a market in
Common Shares. The Board reserves the right to suspend a quarterly investment
should it determine in its sole discretion that a trade would not represent a
fair and equitable transaction. In no event will the Market Price be less than
the stockholders' equity per Common Share computed in accordance with the
generally accepted accounting principles consistently applied in the
Corporation's financial statements for the most recently completed fiscal
quarter or year for which a report on Form 10-Q or Form 10-K has been filed with
the United States Securities and Exchange Commission.
(b) NUMBER.__The number of Common Shares to be purchased for participants
will be as follows. Each participant's account will be credited with that number
of Common Shares, including fractions computed to three decimal places, equal to
the amounts to be invested divided by the applicable purchase price.
(c) WHEN. The purchases of Common Shares under the Plan will be made so
that on the dividend payment date any optional payment which has been received
from the participant no later than the last business day of the preceding month
will be applied by the Corporation to the purchase of additional Common Shares.
Cash dividends on Common Shares will be applied by the Corporation to the
purchase of additional Common Shares on dividend payment dates.
A-4
<PAGE>
VII. REPORTS TO PARTICIPANTS
Each participant in the Plan will receive a Statement of Account each
quarter showing the amounts invested, purchase prices, Common Shares purchased
and other information for the year to date. In addition, each participant will
be sent the same communications sent to every other shareholder.
VIII. DIVIDENDS
A participant's account will be credited on the dividend payment date with
dividends on whole Common Shares held in a participant's account and on
fractions of Common Shares held in a participant's account to the extent of
three decimal places immediately prior to such dividend payment date. The
initial dividends for Common Shares purchased under the Plan on an investment
date will be paid on the next dividend payment date following such investment
date.
IX. ISSUANCE OF CERTIFICATES
Common Shares purchased under the Plan will be registered in the name of the
Corporation, as agent for participants in the Plan, and, so as to protect
against loss, theft or destruction of stock certificates, certificates for such
Shares will not be issued to participants unless requested. The number of Common
Shares held in an account under the Plan will be shown on the participant's
quarterly Statement of Account.
Certificates for any number of whole Common Shares held in an account under
the Plan will be issued within two weeks after receipt of a written request,
which should be signed by the participant (or participants if a joint
registration) who wishes to remain in the Plan. This request must be mailed to
the Dividend Reinvestment Agent. Any remaining full Common Shares and fractions
of a Common Share will continue to be held by the Corporation, as agent, in the
participant's account. Certificates for a fractional Common Share will not be
issued under any circumstances.
Common Shares held in the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such Common Shares must request that
certificates for such Common Shares be issued in the participant's name.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for Common Shares purchased under the Plan. This request must be
mailed to the Dividend Reinvestment Agent.
Accounts under the Plan are maintained in the names in which certificates of
the participants were registered at the time they entered the Plan. Certificates
for whole Common Shares will be similarly registered when issued.
A-5
<PAGE>
X. WITHDRAWAL OF CERTIFICATES
A participant can withdraw certificates for some or all of the Common Shares
held under the Plan and continue to participate with respect to those Common
Shares. Certificates for any number of whole Common Shares held in the
participant's account under the Plan will be issued within two weeks after
receipt of a written request which must be signed by the participant (or
participants if a joint registration) who wishes to continue to participate with
respect to those Shares. This request must be mailed to the Dividend
Reinvestment Agent. Any remaining full Common Shares and a fraction of a Common
Share will continue to be held by the Corporation, as agent for the
participant's account.
Certificates for a fractional Common Share will not be issued under any
circumstances.
The Corporation reserves the right, to be exercised by the Board, to
establish for prospective application after reasonable notice to participants a
service charge for participant accounts as to which excessive issuances of
certificates are requested.
XI.__DEPOSIT OF CERTIFICATES
A participant may also deposit stock certificates for other Common Shares
registered in the participant's name with the Dividend Reinvestment Agent for
safekeeping, free of charge. Common Shares represented by such certificates will
be credited as accrued Common Shares held in the participant's account under the
Plan, and dividends will be reinvested on such Common Shares. Common Shares
deposited with the Dividend Reinvestment Agent may be withdrawn at any time by
notifying the Dividend Reinvestment Agent in writing, but such withdrawal will
not affect the reinvestment of dividends on such Common Shares.
XII. TERMINATION; AMENDMENT
To terminate participation in the Plan, a participant (or participants if a
joint registration) must send a written request for termination to the Dividend
Reinvestment Agent. When participation in the Plan is terminated, certificates
for whole Common Shares held in the participant's account under the Plan will be
issued, a cash payment based on Market Price as of the date of termination will
be made for any fraction of a Common Share, and the account will be closed. The
participant will be assessed a nominal fee to cover the commission charged for
liquidating any fractional shares.
The Corporation will automatically terminate a participant's account and
refund the dividend if the minimum share requirements of Article III are not
satisfied.
Participation in the Plan may be terminated at any time. A participant may
stop all investment on any date of purchase (the dividend payment date) if
written notification to stop such investment is received by the Dividend
Reinvestment Agent by the last business day of the month preceding the dividend
payment month.
A-6
<PAGE>
The Board may, in its sole discretion, terminate the Plan at any time and
for any reason, or for no reason at all, or it may amend the Plan in any
respect; provided, however, that no amendment which has an adverse effect on
participants shall become effective until after participants have been given 30
days' notice of the amendment and, following such notice, have not elected to
cease their participation. If the Plan is terminated, the accounts of
participants will be closed in the manner described above as if the participants
had themselves terminated their respective accounts.
XIII. DISPOSITION OF COMMON SHARES
If a participant who is reinvesting cash dividends on all of the Common
Shares registered in the participant's name disposes of a portion of such Common
Shares, the Corporation will continue to reinvest the dividends on the remainder
of the Common Shares as long as the number of remaining Common Shares is not
less than 100.
If a participant who is reinvesting cash dividends on part of the Common
Shares registered in the participant's name disposes of a portion of such Common
Shares, the Corporation will continue to reinvest dividends on the remainder of
the Common Shares up to the number of Common Shares originally authorized as
long as the number of remaining Common Shares is not less than 100.
If a participant disposes of all Common Shares registered in the
participant's name, the Corporation will not continue to reinvest the dividends
on the Common Shares held in the participant's account.
XIV. RIGHTS OFFERINGS
A participant's entitlement in a rights offering, if any, will be based upon
the participant's total holdings just as the participant's dividend is computed
each dividend payment cycle. Rights certificates, if any, will be issued for the
number of whole Common Shares only, however, and rights based on a fraction of a
Common Share held in a participant's account will be sold for the participant's
account and the net proceeds will be treated as an optional payment.
XV. STOCK DIVIDENDS AND SPLITS
Any Common Shares distributed as a result of a stock dividend by the
Corporation on the Common Shares held in the account of a participant under the
Plan will be added to the participant's account. The Common Shares distributed
as a stock dividend on Common Shares registered in the name of the participant
will be mailed directly to the shareholder in the same manner as to shareholders
who are not participating in the Plan. The Corporation's Board of Directors
shall adjust the number of shares of Common Stock reserved for issuance under
the Plan in the event of a stock split, stock dividend, reclassification,
reverse stock split or other similar change in the Common Stock.
A-7
<PAGE>
XVI.__PROXIES
A participant will be sent a proxy form for voting all Common Shares for
which the participant holds certificates and for all uncertificated whole Common
Shares held by the Corporation in the participant's Plan account. The Common
Shares represented by such proxy form will be voted as indicated by the
participant on the proxy form. Fractional Common Shares will not be voted.
If the proxy form is returned, and no voting instructions are given with
respect to any item thereon, all of the participant's Common Shares (including
whole Plan Common Shares) will be voted in accordance with the recommendations
of the Board. This is the same procedure that is followed for all shareholders
who return proxy forms and do not provide instructions. If the proxy form is not
returned, or if it is returned unsigned by the registered owner(s), none of the
participant's Common Shares will be voted.
XVII. NOTICES
Any notice to be given to the Corporation under the Plan will be deemed
given when received by the Corporation's Dividend Reinvestment Agent at the
address shown below. Any notice to be given to a participant by the Corporation
under the Plan shall be deemed given when sent by the Corporation or the
Dividend Reinvestment Agent by U.S. Mail, postage prepaid, to the participant's
address as shown on the stock transfer records of the Corporation.
The address of the Corporation's Dividend Reinvestment Agent is:
Boatmen's Trust Company
Dividend Reinvestment Agent
510 Locust Street
P. O. Box 14768
St. Louis, Missouri 63178
(800) 456-9852
* * * * *
A-8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of estimated expenses incurred in connection with
the issuance and distribution of shares of Common Stock pursuant to the Plan:
<TABLE>
<S> <C>
SEC Registration Fees . . . . . . $ 1,560
Costs of Printing . . . . . . . . 500
Legal Fees and Expenses . . . . . 2,000
Accounting Fees and Expenses. . . 2,500
Total . . . . . . . . . . . . . $6,560
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 12 of the Corporation's Articles of Incorporation provides as
follows:
(a) As used in this section:
(i) "Director" means any person who is or was a director of the
Corporation and any person who, while a director of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan.
(ii) "Corporation" includes any domestic or foreign predecessor
entity of the Corporation in a merger, consolidation or other transaction in
which the predecessor's existence ceased upon consummation of such transaction.
(iii) "Expenses" include attorneys' fees.
(iv) "Official capacity" means:
(1) When used with respect to a director, the office of director in the
Corporation, and
(2) When used with respect to a person other than a director, as
contemplated in section (i) of this section, the elective or appointive office
in the Corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent in behalf of the Corporation, but in each
case does not include service for any other foreign or domestic corporation or
any partnership, joint venture, trust, other enterprise, or employee benefit
plan.
II-1
<PAGE>
(v) "Party" includes a person who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(vi) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.
(b) The Corporation shall indemnify any person made a party to any
proceeding by reason of the fact that he is or was a director if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed:
(1) In the case of conduct in his official capacity with the Corporation
that his conduct was in its best interests; and
(2) In all other cases, that his conduct was at least not opposed to its
best interests; and
(3) In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.
* * *
Indemnification may be made against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the person in connection with the
proceeding, except that if the proceeding was by or in the right of the
Corporation, indemnification may be made only against such reasonable expenses
and shall not be made only against such reasonable expenses and shall not be
made in respect of any proceeding in which the person shall have been adjudged
to be liable to the Corporation. The termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, be determinative that the person did not meet
the requisite standard of conduct set forth in this subsection.
(c) A director shall not be indemnified under section (b) of this
Article in respect of any proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he shall have
been adjudged to be liable on the basis that personal benefit was improperly
received by him.
(d)(i) A director who has been wholly successful, on the merits
or otherwise, in the defense of any proceeding referred to in section (b) of
this Article, shall be indemnified against reasonable expenses incurred by him
in connection with the proceeding.
(ii) A court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, shall have authority to
order indemnification in the following circumstances:
II-2
<PAGE>
(1) If it determines a director is entitled to reimbursement under
subsection (4)(i) of this Article, the court shall order indemnification. in
which case the director shall also be entitled to recover the expenses of
securing such reimbursement; or
(2) If it determines that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not he
has met the standard of conduct set forth in section (b) of this Article or has
been adjudged liable in the circumstances described in section (c) of this
Article, the court may order such indemnification as the court shall deem
proper, except that indemnification with respect to any proceeding by or in the
right of the Corporation or in which liability shall have been adjudged in the
circumstances described in section (c) of this Article shall be limited to
expenses. A court of appropriate jurisdiction may be the same court in which
the proceeding involving the director's liability took place.
(e) No indemnification under section (b) of this Article shall be
made by the Corporation unless authorized in the specific case after a
determination has been made that indemnification of the director is permissible
or required in the circumstances because he has met the standard of conduct set
forth in section (b) of this Article. Such determination shall be made as
expeditiously as possible following any request that the Corporation make
indemnification:
(i) By the board of directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding; or
(ii) If such a quorum cannot be obtained, then by a majority
vote of a committee of the board, duly designated to act in the matter by a
majority vote of the full board (in which designation directors who are parties
may participate), consisting solely of two or more directors not at the time
parties to the proceeding; or
(iii) By special legal counsel selected by the board of
directors or a committee thereof by vote as set forth in subsection (e)(i) or
(ii) of this Article, or, if the requisite quorum of the full board cannot be
obtained therefor and such committee cannot be established, by a majority vote
of the full board (in which selection directors who are parties may partici-
pate); or
(iv) By the shareholders.
Authorization of indemnification and determination as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible or required, except that if the determination
that indemnification is permissible or required is made by special legal
counsel, authorization of indemnification and determination as to reasonableness
of expenses shall be made in a manner specified in subsection (e)(iii) of this
Article in the preceding sentence for the selection of such counsel. Shares
held by directors who are parties to the proceeding shall not be voted on the
subject matter under this section.
(f) Reasonable expenses incurred by a director who is a party to a
proceeding shall be paid or reimbursed by the Corporation in advance of the
final disposition of such proceeding upon receipt by the corporation of:
II-3
<PAGE>
(i) A written affirmation by the director of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the corporation as required or authorized in this Article and
(ii) A written undertaking by or on behalf of the director to
repay such amount if it shall ultimately be determined that he has not met such
standard of conduct, and after a determination that the facts then known to
those making the determination would not preclude indemnification under this
Article. The undertaking required by subsection (f)(ii) of this Article shall
be an unlimited general obligation of the director but need not be secured and
may be accepted without reference to financial ability to make repayment.
Determinations and authorizations of payments under this section shall be made
in the manner specified in subsection (e) of this Article.
(g) The Corporation, in addition, may indemnify and advance expenses to a
director to such further extent, consistent with law, as may be provided by its
bylaws, general or specific action of its board of directors or contract.
Nothing contained in this Article shall limit the Corporation's power to pay or
reimburse expenses incurred by a director in connection with his appearance as
a witness in a proceeding at a time when he has not been made a named defendant
or respondent in the proceeding.
(h) For purposes of this Article, the Corporation shall be deemed to have
requested a director to serve an employee benefit plan, whenever the performance
by him of his duties to the Corporation also imposes duties on, or otherwise
involves services by, him to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines"; and action taken or
omitted by a director with respect to an employee benefit plan in the
performance of his duties for a purpose reasonably believed by him to be in the
best interest of the participants and beneficiaries of the plan shall be deemed
to be for a purpose which is not opposed to the best interests of the
Corporation.
(i) An officer of the Corporation shall be indemnified as and to
the same extent provided in section (d) of this Article for a director and shall
be entitled to the same extent as a director to seek indemnification pursuant to
the provisions of section (d) of this Article; (ii) the Corporation shall indem-
nify and advance expenses to an officer, employee or agent of the corporation to
the same extent that it may indemnify and advance expenses to directors pursuant
to this Article; and (iii) the Corporation, in addition, shall indemnify and to
advance expenses to an officer, employee or agent who is not a director to such
further extent, consistent with law, as may be provided by its bylaws, general
or specific action of its board of directors, or contract.
(j) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who, while a director, officer, employee or agent of the Corporation, is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
II-4
<PAGE>
would have the power to indemnify him against such liability under the
provisions of this Article.
(k) Any indemnification of, or advance of expenses to a director in
accordance with this Article, if arising out of a proceeding by or in the right
of the Corporation, shall be reported in writing to the shareholders with or
before the notice of the next shareholders' meeting.
(l) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
* * * * *
The registrant has also purchased directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties, including liabilities arising
under the federal securities laws.
Item 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
5* Opinion of Brown, Todd & Heyburn as to the legality of the
securities registered
23.1 Consent of Brown, Todd & Heyburn is contained in its opinion
included herein as Exhibit 5
23.2 Consent of KPMG Peat Marwick
24 Power of Attorney (included on signature page)
99 Peoples First Corporation Share Owner Dividend Reinvestment and
Stock Purchase Plan, as amended and restated is Appendix A to the
Prospectus included herein.
<FN>
____________________
* Previously Filed.
</TABLE>
Item 17. UNDERTAKINGS
(a) The undersigned issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
II-5
<PAGE>
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (b)(l)(i) and (b)(l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
the initial bona fide offering thereof
(4) To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 February
16, 1994.
PEOPLES FIRST CORPORATION
By /s/ Aubrey W. Lippert
-------------------------------------
Aubrey W. Lippert
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aubrey W. Lippert, Allan B. Kleet and A. Howard
Arant and each of them his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to 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 President and Chair- February 16, 1994.
- ------------------------------ man of the Board
Aubrey W. Lippert (Principal Executive
Officer)
/s/ Joe Dick Vice Chairman of the February 16, 1994
- ------------------------------ Board and Director
Joe Dick
/s/ Allan B. Kleet Chief Financial Officer February 16, 1994
- ------------------------------ and Director (Principal
Allan B. Kleet Financial and Accounting
Officer)
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Walter L. Apperson Director February 16, 1994
- ------------------------------
Walter L. Apperson
/s/ William R. Dibert Director February 16, 1994
- ------------------------------
William R. Dibert
/s/ Richard E. Fairhurst, Jr. Director February 16, 1994
- ------------------------------
Richard E. Fairhurst, Jr.
/s/ William Rowland Hancock Director February 16, 1994
- ------------------------------
William Rowland Hancock
Director February , 1994
- ------------------------------
Robert P. Meriwether, M.D.
Director February , 1994
- ------------------------------
Joe Harry Metzger
/s/ Jerry L. Page Director February 16, 1994
- ------------------------------
Jerry L. Page
/s/ Rufus E. Pugh Director February 16, 1994
- ------------------------------
Rufus E. Pugh
/s/ Neal H. Ramage Director February 16, 1994
- ------------------------------
Neal H. Ramage
/s/ Allan Rhodes, Jr. Director February 16, 1994
- ------------------------------
Allan Rhodes, Jr.
Director February , 1994
- ------------------------------
Mary Warren Sanders
/s/ Victor F. Speck Director February 16, 1994
- ------------------------------
Victor F. Speck
</TABLE>
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C>
5* Opinion of Brown, Todd & Heyburn as to the legality of the
securities registered
23.1* Consent of Brown, Todd & Heyburn is contained in its opinion
included herein as Exhibit 5.
23.2 Consent of KPMG Peat Marwick
24 Power of Attorney (included on signature page of this Amendment)
99 Peoples First Corporation Share Owner Dividend Reinvestment and
Stock Purchase Plan is Appendix A to the Prospectus included
herein.
<FN>
____________________
* Previously Filed.
</TABLE>
II-9
<PAGE>
EXHIBIT 23.2
The Board of Directors
Peoples First Corporation
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK
St. Louis, Missouri
February 28, 1994
