SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 1995
PEOPLES FIRST CORPORATION
(Exact Name of Registrant as specified in Charter)
Kentucky 0-16839 61-1023747
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 South Fourth Street, Paducah, Kentucky 42002-2200
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (502) 441-1200
N/A
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6, and 8 are not applicable and are omitted form
this Report.
Item 5. Other Events
On January 18, 1995, the Board of Directors of Peoples First
Corporation (the "Company") declared a dividend of one Junior
Participating Preferred Stock Purchase Right on each outstanding
share of the Company's common stock, as set forth in the Rights
Agreement dated as of January 18, 1995, between the Company and
Boatmen's Trust Company. The dividend distribution will be made on
January 31, 1995, payable to shareholders of record on that date.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
The following exhibits are filed with this Report on Form 8-K:
REGULATION S-K
EXHIBIT NUMBERS EXHIBIT
4 and 10.1 Rights Agreement dated
January 18, 1995 between
Peoples First Corporation
and Boatmen's Trust
Company is incorporated
by reference to Exhibit
B to Registration
Statement on Form 8-A
dated January 18, 1995.
99 Press Release dated
January 18, 1995
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
PEOPLES FIRST CORPORATION
Date: January 18, 1995 By /s/ Aubrey W. Lippert
Chairman of the Board, President,
and Chief Executive Officer
EXHIBIT 99
FOR IMMEDIATE RELEASE
Release Date: January 18, 1995
For Further Information Contact: Aubrey W. Lippert
Peoples First Corporation
(502) 441-1200
PEOPLES FIRST CORPORATION ADOPTS RIGHTS PLAN
PADUCAH, KY -- The Board of Directors of Peoples First
Corporation (NASDAQ/NMS: PFKY) today adopted a shareholder rights
plan and declared a dividend of one right on each outstanding share
of Peoples First common stock.
The shareholder rights plan is similar to shareholder
protection plans that have been adopted by more than 1,000
corporations, including over 100 financial institutions.
The rights dividend is payable on January 31, 1995, to
shareholders of record on that date. In addition to the rights
dividend on currently outstanding shares, the plan provides for the
automatic issuance of one right with respect to each share of
common stock issued after January 31, 1995.
"The rights plan was adopted to protect the interests of
Peoples First shareholders and to help ensure that they receive
fair treatment in the event of a takeover attempt," said Aubrey W.
Lippert, Chairman of the Board, President and Chief Executive
Officer of Peoples First. "The rights plan is not intended to
prevent an acquisition of the Company for a full and fair price in
a transaction that is in the best interest of the Company, its
shareholders and other constituencies the board may consider. The
rights are not being distributed in response to any effort to
acquire control of the Company and the Board is not aware of any
such effort."
Under the plan, the rights would be distributed on the 20th
business day following:
* A public announcement that a person or group had acquired
20% or more (defined in the plan to be an "Acquiring
Person") of Peoples First's outstanding common shares, or
* The beginning of a tender offer or exchange offer that
would result in a person or group owning 30% or more of
the outstanding common shares.
Until separate rights certificates are issued following one of
these triggering events, the rights will be evidenced by People
First common stock certificates, will automatically trade with the
common stock, and will not be exercisable.
When distributed, each right would entitle the holder to
purchase 1/100th of a share of newly issued Junior Participating
Preferred Stock of Peoples First for a purchase price of $60.00.
However, any rights held by an Acquiring Person cannot be
exercised.
Following the distribution of the rights, if (i) an Acquiring
Person engages in a self-dealing transaction as defined in the
rights plan, (ii) a person actually acquires 30% or more of Peoples
First's common stock, or (iii) an event occurs that results in an
Acquiring Person's ownership interest being increased by more than
1% (e.g., a reverse stock split), each right (other than rights
held by an Acquiring Person) will entitle its holder to purchase,
for the $60.00 exercise price, a number of shares Peoples First
common stock having a market value of twice the exercise price. At
any time after the rights become exercisable for Peoples First
common stock, the Board of Directors may exchange the rights (other
than rights owned by an Acquiring Person), in whole or in part, at
an exchange ratio of one common share per right.
In addition, if, when or after a person becomes an Acquiring
Person: (1) Peoples First is acquired in a merger or other
transaction in which Peoples First is not the surviving corporation
- -- other than a merger that the independent directors determine to
be in the best interests of Peoples First and its shareholders --or
(2) if 50% or more of Peoples First's assets or earning power is
sold or transferred, each rights holder will be entitled to receive
common stock of the acquiring company worth two times the exercise
price of the right.
Peoples First may redeem rights for $0.01 per right at any
time before the 20th business day following the date when a person
acquired 20% of the outstanding common shares.
"The plan provides our Board of Directors flexibility in
dealing with any takeover action that might occur," said Lippert.
"It would not impede any transaction that the Board feels is in the
best interests of Peoples First and its shareholders. On the other
hand, the dilutive consequences of triggering the rights should be
a deterrent to actions that are not in the best interests of
Peoples First and its shareholders. It is currently the view of
our Board of Directors that it would be in the best interests of
Peoples First and its shareholders for our Company to remain an
independent institution committed to providing a full range of
financial services to the western Kentucky communities it currently
serves."
The issuance of rights has no financial effect on Peoples
First, is not dilutive to shareholders, is not taxable to the
Company or its shareholders, and will not change the way in which
Peoples First common shares are traded. Rights are not exercisable
until the distribution date and will expire at the close of
business on January 31, 2005, unless earlier redeemed by Peoples
First.
Peoples First Corporation is one of the largest multi-bank
holding companies headquartered in Kentucky, with assets of
approximately $1.2 billion as of December 31, 1994. Peoples First
provides a complete range of commercial and personal banking
services through its 25 western Kentucky banking offices in
Paducah, Calvert City, Benton, LaCenter, Salem, Smithland, Murray,
Central City, Greenville, Beaver Dam, Hartford, Livermore,
Morgantown and Mayfield.
#####
