<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PEOPLES FIRST CORPORATION
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(Name of Registrant as Specified in Its Charter)
PEOPLES FIRST CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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/ / 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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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
March 20, 1995
Dear Shareholder:
We are enclosing Peoples First Corporation's 1994 Annual Report, Notice of
the 1995 Annual Meeting of Shareholders, proxy statement, and proxy form. For
shareholders participating in the Corporation's Share Owner Dividend
Reinvestment and Stock Purchase Plan, the enclosed proxy form will also
represent shares held in the dividend reinvestment plan.
PLEASE NOTE THAT THE CORPORATION'S 1995 ANNUAL MEETING WILL BE HELD AT 4:00
P.M., ON THURSDAY, APRIL 27, 1995, AT THE CURRIS CENTER, MURRAY STATE
UNIVERSITY, CHESTNUT STREET, MURRAY, KENTUCKY, IN BANQUET ROOM 2 ON THE THIRD
FLOOR.
Even if you are planning to attend the Annual Meeting in person, we would
appreciate your signing the enclosed proxy form and returning it in the enclosed
self-addressed envelope to our proxy tabulating agent Boatmen's Trust Company.
You may revoke the proxy form at the meeting should you desire to vote your
shares in person.
Very truly yours,
Aubrey W. Lippert
Chairman of the Board and President
<PAGE>
PEOPLES FIRST CORPORATION
100 South 4th Street
Post Office Box 2200
Paducah, Kentucky 42002-2200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1995
The Annual Meeting of Shareholders of Peoples First Corporation (the "Cor-
poration") will be held at 4:00 p.m. on Thursday, April 27, 1995 at the Curris
Center, Murray State University, Chestnut Street, Murray, Kentucky. The Annual
Meeting will be held for the following purposes:
1. ELECTION OF DIRECTORS. To elect eight directors.
2. RATIFICATION OF APPOINTMENTS TO AUDIT COMMITTEE. To act upon a
proposal to ratify the appointment of directors to the Audit Committee
of the Corporation's Board of Directors.
3. OTHER BUSINESS. To act upon such other matters as may properly be
brought before the Annual Meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the Annual Meeting is
contained in the Proxy Statement accompanying this Notice.
Only those holders of record of the Corporation's common stock at the close
of business on March 17, 1995, are entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
A. Howard Arant
Secretary
Paducah, Kentucky
March 20, 1995
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YOUR VOTE IS IMPORTANT
PLEASE DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
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<PAGE>
PEOPLES FIRST CORPORATION
100 South 4th Street
Post Office Box 2200
Paducah, Kentucky 42002-2200
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 27, 1995
The Board of Directors of Peoples First Corporation (the
"Corporation") is soliciting the accompanying proxy form for use at
the 1995 Annual Meeting of Shareholders to be held at 4:00 p.m. (local
time), on Thursday, April 27, 1995, at the Curris Center, Murray State
University, Murray, Kentucky, in Banquet Room 2 on the Third Floor.
Only holders of record of the Corporation's common stock (the
"Common Stock") at the close of business on March 17, 1995 (the
"Record Date"), are entitled to notice of and to vote at the Annual
Meeting. On March 17, 1995, there were 8,247,160 shares of Common
Stock issued, outstanding, and entitled to vote at the Annual Meeting.
Each holder of Common Stock has one vote per share in all matters
coming before the Annual Meeting, except for the election of
directors. In the election of directors, each shareholder is entitled
to vote the number of shares held on the Record Date multiplied by the
number of directors to be elected, and may cast all of those votes for
a single nominee or may distribute the votes among as many nominees as
desired. The Board of Directors is soliciting authority for the
proxies to vote shares in this fashion at their discretion. Proxy
forms may be revoked at any time before the taking of the vote at the
1995 Annual Meeting by delivering written notice of revocation to the
Corporation's Secretary.
This Proxy Statement and the accompanying proxy form are first
being sent or given to shareholders on or about March 20, 1995.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 17, 1995, certain
information with respect to each person known to the Corporation to
beneficially own five percent or more of the outstanding Common Stock,
as well as the aggregate number of shares of Common Stock beneficially
owned by all of the directors and officers of the Corporation and
executive officers of the Corporation's subsidiary banks (the "Banks")
as a group.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
and Nature of Percentage
Name and Address Beneficial Ownership of Class
- ---------------- -------------------- ----------
<S> <C> <C>
Peoples First National 956,399(1) 11.6%
Bank and Trust Company ("PFNB")
100 S. 4th Street
P. O. Box 1920
Paducah, Kentucky 42001
All Directors and Officers
of the Corporation and Executive
Officers of the Banks as a
Group (25 persons) 1,117,800(2) 13.1%(3)
________________________________
<FN>
(1) Includes 757,818 shares PFNB holds in a fiduciary capacity,
as trustee, executor or otherwise, including 626,446 shares
held with sole voting and dispositive power, and 131,372
shares held with shared voting and dispositive power. In
addition, PFNB holds 198,581 shares as Trustee for the
Corporation's Employee Stock Ownership Plan (the "ESOP"),
with respect to which PFNB has sole dispositive power. PFNB
must vote 198,581 shares as specifically directed by each
ESOP member with respect to the shares allocated to that
member's account.
(2) The number of shares owned by individual directors of the
Corporation and the nature of their beneficial ownership are
set forth in the table under "ELECTION OF DIRECTORS." Other
officers of the Corporation and executive officers of the
Banks beneficially own 166,267 shares.
(3) Shares of Common Stock subject to options that are or will
become exercisable within 60 days have been deemed
outstanding for computing the percentage of class of the
group, whose members hold the options, but are not deemed
outstanding for computing the percentage of class of any
other person.
</TABLE>
ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of 19 members in
three classes. Directors are elected to three-year terms, and
ordinarily one class of directors is elected at each annual meeting of
shareholders.
The Corporation will elect eight directors at the 1995 Annual
Meeting. Gathiel D. Baker, Joe Dick, William Rowland Hancock, Robert
P. Meriwether, Joe Harry Metzger, Jerry L. Page and C. Steve Story
have been nominated for election as directors for terms expiring at
the 1998 Annual Meeting. James T. Holloway has been nominated for
election as a director for a term expiring at the 1996 Annual Meeting.
All of the nominees currently serve on the Board of Directors. In
accordance with the terms of the merger agreement relating to the
affiliation of Libsab Bancorp, Inc. with the Corporation, and as
permitted by the Corporation's Articles of Incorporation, the Board of
Directors increased the number of directors from 17 to 19 and elected
C. Steve Story and James T. Holloway to the two new directorships.
The Corporation's Articles of Incorporation provide that the
number of its directors will be fixed from time to time by the Board
of Directors. Between meetings of shareholders held for the election
of
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<PAGE>
directors, the Board of Directors may increase or decrease the number
of directors last approved by the shareholders by thirty percent (30%)
or less. Any vacant directorship, whether resulting from an increase
in the number of directors or otherwise, may be filled by the
affirmative vote of the majority of the Directors then in office,
whether or not a quorum of the Board of Directors exists at the time
of the vote, for a term of office continuing only until the next
election of directors by the shareholders. A decrease in the number
of directors, however, will not have the effect of shortening the term
of any incumbent director.
If any named nominee should refuse or be unable to serve, the
Board of Directors believes the persons designated as proxies will
vote the shares represented by the enclosed proxy form for the
substitute nominee, if any, proposed by the Board of Directors. No
circumstances are now known, however, that would prevent any of the
nominees from serving. In the election of directors, the designated
proxies may cumulatively cast the votes authorized by each proxy form
received if such action is deemed by them to be appropriate. Proxy
forms cannot be voted for a greater number of persons than the number
of nominees named.
The eight nominees receiving the most votes cast in their favor
at the Annual Meeting will be elected as directors. Shares
represented by proxy forms withholding authority to vote for a named
nominee will not be voted for that nominee, and broker nonvotes will
not be counted. The Board of Directors is soliciting discretionary
authority to vote shares represented by signed proxy forms on which no
vote is indicated for each of the named nominees, or their
substitutes, if any.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE BOARD'S NOMINEES.
The following information is furnished as of March 17, 1995, with
respect to each person nominated for election as a director at the
1995 Annual Meeting, each director whose term will continue after the
1995 Annual Meeting, and each nondirector executive officer of the
Corporation included in the summary compensation table on page 11.
Unless otherwise indicated, each person has been engaged in the listed
occupation for the past five years.
<TABLE>
<CAPTION>
Shares of
Director Common Stock
Name, Age, Principal Occupation or Position, or Executive Beneficially Percentage of
Other Directorships Officer Since Owned (1) Class (2)
- ------------------------------------------- ------------- ------------ -------------
<S> <C> <C> <C>
NOMINEE FOR A TERM ENDING IN 1996
JAMES T. HOLLOWAY, 64. . . . . . . . . . . . 1994 47,073(3) *
Consultant, Peoples Security Finance Co.
Director, Southern Finance Co.
NOMINEES FOR A TERM ENDING IN 1998
GATHIEL D. BAKER, 69 . . . . . . . . . . . . 1994 35,782(4) *
Retired/President of Tri-City Auto Parts
JOE DICK, 67 . . . . . . . . . . . . . . . . 1992 27,552(5) *
Vice Chairman of the Corporation
Formerly Chairman and Chief Executive
Officer of Bank of Murray
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Director Common Stock
Name, Age, Principal Pccupation or Position, or Executive Beneficially Percentage of
Other Directorships Officer Since Owned (1) Class (2)
- ------------------------------------------------------- ------------- ------------ -------------
<S> <C> <C> <C>
WILLIAM ROWLAND HANCOCK, 47. . . . . . . . . 1989 27,806(6) *
President of Hancock Fabrics, Inc., a
fabrics retailer
ROBERT P. MERIWETHER, 48 . . . . . . . . . . 1987 125,968(7) 1.5%
Neurosurgeon
JOE HARRY METZGER, 65. . . . . . . . . . . . 1983 22,638(8) *
Vice President of R & M Grocery Co. since 1991
Former President of Metzger Packing Co., Inc.,
a meat packing company
JERRY L. PAGE, 61. . . . . . . . . . . . . . 1983 113,345(9) 1.4%
Business Consultant
C. STEVE STORY, 48 . . . . . . . . . . . . . 1994 1,957(10) *
President and Chief Executive Officer of
Peoples First of Calloway County
Formerly President and Chief Executive Officer of
Liberty Bank and Trust Co., Mayfield, Kentucky
TO CONTINUE IN OFFICE UNTIL 1996
ALLAN B. KLEET, 46 . . . . . . . . . . . . . 1986 54,580(11) *
Chief Financial Officer and Treasurer
of the Corporation
RUFUS E. PUGH, 60. . . . . . . . . . . . . . 1987 6,833(12) *
President of Golden Eagle Distributing, Inc.,
a wholesale beer distributor
MARY WARREN SANDERS, 46. . . . . . . . . . . 1992 77,284(13) *
Certified Public Accountant with Michael D.
Pierce, CPA since 1992
Formerly with Richardson, Howe, and
Wilson, CPAs
VICTOR F. SPECK, JR., 59 . . . . . . . . . . 1987 34,150(14) *
President of Welders Supply Company, Inc.,
a supplier of welding products and
equipment
NEAL H. RAMAGE, 56 . . . . . . . . . . . . . 1989 36,898(15) *
President and Chief Executive Officer
Peoples First of Livingston County
TO CONTINUE IN OFFICE UNTIL 1997
WALTER L. APPERSON, 62 . . . . . . . . . . . 1992 1,484 *
President and Chief Executive Officer,
Murray Ledger and Times, a daily newspaper
WILLIAM R. DIBERT, 57. . . . . . . . . . . . 1989 9,045 *
President and Chief Executive Officer of Crounse
Corporation, a river transportation company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Director Common Stock
Name, Age, Principal Occupation or Position, Or Executive Beneficially Percentage of
Other Directorships Officer Since Owned (1) Class (2)
- ----------------------------------------------------- ------------- ------------ --------------
<S> <C> <C> <C>
R. E. FAIRHURST, JR., 48 . . . . . . . . . . 1987 109,550(16) 1.3%
Owner of Fairhurst Realty, real estate brokers
DENNIS W. KIRTLEY, 51. . . . . . . . . . . . 1994 78,606(17) *
President and Chief Executive Officer
of First Kentucky Federal Savings Bank
AUBREY W. LIPPERT, 54. . . . . . . . . . . . 1983 173,976(18) 2.1%
Chairman of the Board, President, and Chief
Executive Officer of the Corporation;
Chairman of the Board and Chief Executive
Officer of PFNB
ALLAN RHODES, JR. 44 . . . . . . . . . . . . 1991 16,036(19) *
President of Bluegrass Honda-BMW, Inc., an
automobile dealership
CERTAIN EXECUTIVE OFFICERS
STEPHEN B. KIGHT, 43 . . . . . . . . . . . . 1983 97,568(20) 1.2%
Executive Vice President of the
Corporation since 1993
Former President and Chief Operating
Officer of PFNB
GEORGE B. SHAW, 49 . . . . . . . . . . . . . 1993 2,200(21) *
President and Chief Operating
Officer of PFNB since 1993
Former President and Chief
Executive Officer of Bowling
Green Bank & Trust Co.
________________________________
<FN>
* Represents 1% or less of the outstanding Common Stock.
(1) In the table above, the named person has sole voting and dispositive
power with respect to the reported shares unless otherwise indicated.
When joint ownership is noted, the joint owners share voting and
dispositive power with respect to the shares. When holdings of a
family member are included but are noted as being held "individually,"
the family member has sole voting and investment powers with respect
to the indicated shares.
(2) Shares of Common Stock subject to currently exercisable options are
deemed outstanding for computing the percentage of class of the person
holding such options but are not deemed outstanding for computing the
percentage of class of any other person.
(3) Includes 46,442 shares owned jointly by Mr. Holloway and his wife.
(4) Includes 11,468 shares held by Mr. Baker's wife.
(5) Includes 500 shares held jointly by Mr. Dick and his wife.
(6) Includes 3,014 shares held jointly by Mr. Hancock and his wife and 648
shares owned by Mr. Hancock's minor children.
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<PAGE>
(7) Includes 80,406 shares held by Dr. Meriwether as trustee for the
Meriwether PSC Pension Plan, for which he holds sole voting and
investment power.
(8) Includes 20,638 shares held individually by Mr. Metzger's wife.
(9) Includes 50,000 shares held individually by Mr. Page's wife.
(10) Includes 1,831 shares owned jointly by Mr. Story and his wife.
(11) Includes 49,800 shares subject to currently exercisable stock options,
637 shares held individually by Mr. Kleet's wife, and 2776 shares held
in Mr. Kleet's ESOP account for which he has voting but no investment
power. Mr. Kleet disclaims beneficial ownership of the shares held by
his wife.
(12) Includes 1,802 shares held jointly by Mr. Pugh and his wife.
(13) Includes 8,560 shares held individually by Ms. Sanders' husband and
32,286 held in trust of which Ms. Sanders is beneficial owner with
voting and dispositive rights. Also includes 35,608 shares in another
trust for which Ms. Sanders is beneficial owner without voting and
investment rights.
(14) Includes 4,834 shares held individually by Mr. Speck's wife.
(15) Includes 14,800 shares subject to currently exercisable stock options,
548 shares held in Mr. Ramage's ESOP account for which he has voting
but no investment power, and 21,386 shares held jointly by Mr. Ramage
and his wife.
(16) Of the listed shares, Mr. Fairhurst's wife holds 4,800 shares
individually, and Mr. Fairhurst's sons hold 1,920 shares. In
addition, Mr. Fairhurst holds 64,000 shares as trustee for two trusts
created by his father's estate, with respect to which he has sole
voting and investment power.
(17) Includes 62,360 shares held jointly by Mr. Kirtley and his wife, 1,135
shares held individually by Mr. Kirtley's wife and 2,124 shares held
in Mr. Kirtley's First Kentucky Federal ESOP account for which he has
voting but no investment power.
(18) Includes 98,300 shares subject to currently exercisable stock options
and 20,054 shares held in Mr. Lippert's ESOP account for which he has
voting but no investment power.
(19) Includes 15,508 shares held jointly by Mr. Rhodes and his wife.
(20) Includes 15,248 shares held jointly by Mr. Kight and his wife, 76,280
shares subject to currently exercisable stock options, and 6,040
shares held in Mr. Kight's ESOP account for which he has voting but no
investment power.
(21) Includes 2,000 shares subject to currently exercisable stock options.
________________________________
</TABLE>
The Corporation's subsidiary Banks have had, and expect to have in the
future, banking transactions in the ordinary course of business with various
directors and officers of the Corporation and the Banks and with many of their
associates on substantially the same terms (including interest rates and
collateral) as those prevailing at the time for comparable transactions with
others. In the opinion of management, such loans did not involve more than
normal risk of collectability or present other unfavorable features. The
aggregate balance of outstanding loans to directors and officers of the
Corporation and the Banks and certain corporations and individuals related to
such persons totaled $11,825,399 or 10.7% of the Corporation's stockholders'
equity as of December 31, 1994.
COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Executive Committee is authorized to act for the Board of
Directors between regular quarterly Board meetings except with respect to
actions specified by the Corporation's Bylaws.
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<PAGE>
The Executive Committee also reviews and recommends to the Board of Directors
the compensation of the principal officers of the Corporation and the Banks.
The Executive Committee met four times during 1994. The present members of the
Executive Committee are Messrs. Apperson, Dick, Hancock, Meriwether, Page, Pugh,
and Speck.
The Corporation's Audit Committee, which is composed entirely of
non-management directors, reviews the audit plans and the results of audits of
the Corporation and the Banks performed by the Corporation's internal audit
department and independent certified public accountants. Messrs. Dibert,
Fairhurst, Hancock, Rhodes, and Ms. Sanders were approved as members of the
Audit Committee at the 1994 Annual Meeting. The Audit Committee met four times
during the year.
The Corporation's Loan Review Committee monitors the quality and compo-
sition of the Corporation's loan portfolio and reviews reports of the
Corporation's loan review officers. The Loan Review Committee met four times
during 1994. The present members of the Loan Committee are Messrs. Apperson,
Dick, Fairhurst, Page, Pugh, and Rhodes. The Loan Review Committee will be
consolidated with the Audit Committee immediately following the 1995 Annual
Meeting.
The Corporation's Nominating Committee recommends persons to fill vacancies
existing on the Board of Directors from time to time. The Nominating Committee
did not meet during 1994. The present members of the Nominating Committee are
Messrs. Apperson, Dick, Fairhurst, Metzger, and Page. The Nominating Committee
will be discontinued after the 1995 Annual Meeting, and its duties will be
assumed by the Executive Committee.
The following is the provision of the Corporation's Bylaws regarding the
nomination of directors by shareholders.
SECTION 2.13 NOMINATION OF DIRECTORS.
(a) Nominations for election to the Board of Directors may be
made by the Board of Directors or by any shareholder. Any shareholder who
intends to nominate or to cause to have nominated any candidate for
election to the Board of Directors (other than a candidate nominated by the
Board of Directors) shall deliver or mail written notification of the
nomination to the President not less than fourteen days nor more than
fifty days before any meeting of shareholders called for the election of
directors; provided, however, that if less than twenty-one days' notice of
the meeting is given to shareholders, such notification shall be delivered
or mailed to the President not later than the close of business on the
seventh day following the notice of meeting was mailed. Any such
notification shall contain the following information to the extent known to
the notifying shareholder or shareholders:
(1) The name and address of each proposed nominee;
(2) The principal occupation of each proposed nominee;
(3) The total number of shares that, to the knowledge of the
notifying shareholder or shareholders, will be voted for
each proposed nominee;
(4) The name and residence address of each notifying
shareholder; and
(5) The number of shares owned by each notifying shareholder.
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<PAGE>
(b) The chairman of any meeting of shareholders held for
the election of directors may disregard any nomination for director
not made in accordance with the provisions of this Section, and upon
the instruction of the chairman, the inspectors of election shall
disregard all votes cast for any nominee whose nomination was not made
in accordance with the provisions of this Section.
DIRECTOR COMPENSATION
The Board of Directors held a total of ten regularly scheduled and special
meetings during 1994. Directors who are not employees of the Corporation
generally receive an annual fee of $4,000 for their services. Directors who are
employees of the Corporation generally do not receive a fee for their services,
with the exception of Messrs. Kirtley, Ramage and Story. In 1994 all Directors
attended at least 75 percent of the total number of meetings of the Board of
Directors and committees on which they served as members.
Joe Dick, Vice Chairman and a director of the Corporation and the former
President, Chief Executive Officer and Chairman of Bank of Murray (now Peoples
First of Calloway County), has served as a consultant to Peoples First of
Calloway County since his retirement as of January 1, 1993. Under the terms of
a consulting and non-competition agreement between Mr. Dick and the Corporation,
Mr. Dick provides consulting services to Peoples First of Calloway County,
including advisory services with respect to marketing, business development and
operations, for a term through December 31, 1997. For his consulting services,
Mr. Dick is paid $100,000 per year.
Dennis W. Kirtley, a director of the Corporation and President of First
Kentucky Federal Savings Bank, entered into an employment agreement with First
Kentucky as of March 10, 1994. The employment agreement provides for Mr.
Kirtley's continued employment as President and Chief Executive Officer of First
Kentucky for three years from that date at a base salary of $105,000 per year.
Mr. Kirtley has the right to compensation or other benefits after termination of
employment only when such termination is without "just cause" (as defined). If
employment is terminated without just cause, Mr. Kirtley is entitled to receive
his salary up to the date of termination of his employment agreement plus an
additional twelve-month period, but in no event more than three years' salary,
and the cost of his obtaining all health, life and disability benefits for a
period of one year from the date of termination, unless he obtains comparable
benefits elsewhere through other employment prior to the end of the twelve-month
period.
C. Steve Story, a director of the Corporation and President of Peoples
First of Calloway County, and formerly President and Chief Executive Officer of
Liberty Bank and Trust Co., entered into an employment agreement with Liberty
Bank and Peoples First dated as of October 7, 1994. The employment agreement
provides for Mr. Story's employment as President and Chief Executive Officer of
Liberty Bank, or in such other executive capacity as the Board of Directors
shall designate, for a three-year term expiring October 7, 1997, at an annual
base salary of $105,000. In addition, Mr. Story can earn an annual $35,000
bonus for satisfactory performance during each calendar year and an additional
annual $35,000 bonus based on the performance of Peoples First of Calloway
County, the Corporation, and Mr. Story during each calendar year in accordance
with mutually agreed upon annual bonus programs. In accordance with the
employment agreement, Mr. Story was awarded a one-time grant of options to
purchase 15,000 shares at an exercise price of $19.50. Upon termination of his
employment, Mr. Story is entitled to receive salary and benefits payable during
the term of his employment agreement unless he voluntarily terminates his
employment or his employment is terminated for "cause" (as defined).
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<PAGE>
REPORT OF THE EXECUTIVE COMMITTEE
ON EXECUTIVE COMPENSATION
The Corporation's Executive Committee is comprised entirely of independent,
nonemployee directors. The Executive Committee assumed responsibility for
reviewing and recommending to the Board of Directors the compensation paid to
the executive officers of the Corporation following the 1994 Annual Meeting.
Prior to that time, executive compensation issues were reviewed by the Executive
Compensation Committee, also comprised entirely of independent, nonemployee
directors. The Executive Compensation Committee was discontinued in 1994.
The Corporation's executive compensation program is structured to help the
Corporation achieve its business objectives by:
- Setting levels of compensation designed to attract talented
executives in a highly competitive banking environment;
- Providing annual cash incentive compensation based on the
Corporation's attainment of a targeted return on equity; and
- Providing long-term incentive compensation in the form of stock
options designed to align executives' interests with the interests
of the Corporation's shareholders.
BASE SALARIES
The Executive Committee recommends salary levels for the Corporation's
executive officers that are intended to be consistent with industry practice and
level of responsibility, with salary increases reflecting competitive trends,
the overall financial performance of the Corporation, and the performance of the
individual executive. The Corporation engages independent consultants from time
to time to assist with compensation policy issues. The recommendations for 1994
base salaries for executive officers were intended to approximate the median
base salaries paid to executives having similar responsibilities with banks or
bank holding companies of comparable asset size to Peoples First National Bank
or the Corporation, based on data compiled by the Corporation's consultant.
Annual increases in base salary are based on the Committee's assessment of each
executive's performance and a comparison of the executive's salary to the median
for executives with similar responsibilities at comparable institutions.
ANNUAL BONUS
To insure that a significant portion of compensation is based on
performance, the annual bonus payable to each executive officer of the
Corporation is based upon the attainment of a targeted performance ratio by the
Corporation or the subsidiary Bank that employs the executive officer. At the
beginning of each fiscal year, the Committee establishes the range of
performance objectives that will qualify for a bonus and budgets a certain
amount for the bonus based on a percentage of salary for participants at various
levels of responsibility. For 1994, the Corporation's three senior corporate
executives were eligible to earn a bonus based upon attainment of a specified
earnings per share target. Each President of a subsidiary Bank was eligible to
earn a bonus based upon the Bank's attainment of a specified net income target.
The percentage of salary payable as a bonus ranges from 4.88% of salary for
attainment of the minimum performance target to a maximum of 25.12% for
attaining or exceeding the highest performance target. In 1994, the Corporation
did not attain the minimum earnings per share target at which the senior
corporate officers would have earned a bonus.
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<PAGE>
STOCK OPTION GRANTS
To link a portion of incentive compensation to the market performance of
the Common Stock, the Corporation has periodically granted key employees stock
options under its 1986 Stock Option Plan (the "Option Plan"). The Option Plan,
as amended at the 1994 Annual Meeting, makes available for grants of options and
other stock-based incentive awards a number of shares equal to 10% of the total
number of shares of Common Stock issued and outstanding. In addition to
providing key employees an incentive to put forth maximum effort for the
Corporation's success, the Committee believes option grants appropriately give
key employees a common interest with its shareholders in the Corporation's long-
term share performance. In setting the number of shares subject to options and
other terms and conditions of an individual grant, the Committee considers the
individual's responsibilities and contribution to the success of the Corporation
and the individual Bank. The aggregate exercise price of the options granted to
an executive officer generally approximate the officer's annual salary, with
adjustments based upon the Committee's assessment of the officer's contribution
to the Corporation's performance. Consistent with the long-term incentive
purpose of option grants, each grant generally provides that options become
exercisable with respect to 10% of the underlying shares each year. In June
1994, the Committee recommended awards for options for 27,000 shares to the
named executive officers.
CHIEF EXECUTIVE OFFICER'S COMPENSATION IN 1994
Mr. Lippert's base salary for 1994 was increased by 12.5% over the 1993
level based on consideration of Mr. Lippert's contribution to the 11.8%
increase in the Corporation's earnings per share in 1993 and other factors,
including the 56.9% increase in the market price of the Common Stock in 1993.
Mr. Lippert was also awarded options for 12,000 shares of Common Stock having an
aggregate exercise price equal to 1.33 times his annual salary for 1994, based
on similar considerations. The Corporation did not attain the earnings per
share target that would have qualified Mr. Lippert for an annual bonus in 1994.
Earnings per share for 1994 increased by 2.6% to $1.56 from $1.52 in 1993,
after giving effect to the acquisitions of First Kentucky Federal and Liberty
Bank in 1994, which were accounted for as poolings-of-interest. Costs
associated with the acquisitions were approximately $0.07 per share. Return on
equity for 1994 and 1993 was 12.15% and 12.99% respectively. The market price
per share of Common Stock at the end of 1994 was $19.50, compared to $25.50 and
$16.25 at the end of 1993 and 1992, respectively.
EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS
Walter L. Apperson William Rowland Hancock Rufus E. Pugh
Joe Dick Robert P. Meriwether Victor F. Speck, Jr.
Jerry L. Page
-10-
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the
compensation of the Corporation's Chief Executive Officer and its most highly
compensated executive officers whose total annual salary and bonus for 1994
exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------
Other Long-Term All
Name and Principal Annual Compensation Other Com-
Position Year Salary Bonus Compensation(1) Options (#) pensation(2)
- -------------- ---- ------ ----- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
AUBREY W. LIPPERT 1994 $225,000 $ 0 $0 12,000 $ 8,657
Chairman of the Board, 1993 200,000 22,280 0 0 11,608
President and Chief 1992 181,000 20,515 0 13,000 10,730
Executive Officer
of the Corporation,
Chairman of the Board
and Chief Executive
Officer of PFNB
STEPHEN B. KIGHT 1994 129,200 0 0 5,000 7,389
Executive Vice President of 1993 123,000 13,702 0 0 7,187
the Corporation 1992 115,000 13,035 0 8,000 6,824
ALLAN B. KLEET 1994 129,200 0 0 5,000 7,389
Chief Financial Officer 1993 110,000 12,254 0 0 6,427
and Treasurer 1992 103,000 11,674 0 8,000 6,112
of the Corporation
GEORGE B. SHAW 1994 126,000 10,282 0 5,000 3,799
President and Chief 1993 69,231 58,000 0 10,000 218
Operating Officer of
PFNB(3)
___________________
<FN>
(1) Does not include perquisites, the value of which in all cases did not
exceed 10% of the total of the named individual's salary and bonus.
(2) The following amounts are included in the above table. Contributions made
under the Employee Stock Ownership Plan in 1994 were Mr. Lippert $3,611;
Mr. Kight $3,110; Mr. Kleet $3,110; Mr. Shaw $1,516. Contributions made
under the 401(k) Plan in 1994 were: Mr. Lippert $4,500; Mr. Kight $3,876;
Mr. Kleet $3,876; Mr. Shaw $1,890. Life insurance premiums paid in 1994
were Mr. Lippert $546; Mr. Kight $403; Mr. Kleet $403; Mr. Shaw $393.
(3) Mr. Shaw joined the Corporation as President and Chief Operating Officer
of PFNB on May 7, 1993.
</TABLE>
-11-
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option/SAR Term(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Exercise
Number of Securities % of Total Options/ or Base
Underlying Options/ SARs Granted to Price Expiration
Name SARs Granted Employees in 1994 ($/sh) Date 5% 10%
- ---- -------------------- ------------------ ------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Aubrey W. Lippert 12,000 14.3% 25.00 6/1/2004 $188,668 $478,123
Stephen B. Kight 5,000 6.0% " " 78,612 199,218
Allan B. Kleet 5,000 6.0% " " 78,612 199,218
George B. Shaw 5,000 6.0% " " 78,612 199,218
____________________
<FN>
(1) If the market price of the Common Stock increased by 5% per year and 10%
per year for the ten years after the date of grant, the total increase in
shareholder value would be $129,646,000 and $328,548,000, respectively.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options at Year End(#) Options at Year End($)
Shares Acquired Value ------------------------------- -------------------------------
Name on Exercise (#) Realized($) Exercisable(1) Unexercisable Exercisable(1) Unexercisable
- ---- --------------- ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aubrey W. 0 $0 98,300 29,200 $1,064,197 $36,478
Lippert
Stephen B. Kight 0 0 76,280 15,920 886,294 38,034
Allan B. Kleet 0 0 49,800 17,000 515,322 46,564
George B. Shaw 0 0 2,000 13,000 5,240 --
__________________________________________
<FN>
(1) Includes options that became exercisable on or before January 6, 1995.
</TABLE>
-12-
<PAGE>
COMMON STOCK PERFORMANCE VERSUS NASDAQ STOCK MARKET (U.S.)
AND NASDAQ BANK STOCKS INDICES
The graph above assumes $100 invested on December 31, 1989 in the
Corporation's Common Stock, the NASDAQ Stock Market (U.S.) Index, and the NASDAQ
Bank Stocks Index, and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Corporation. . . . . . $100.00 $124.35 $162.39 $227.56 $365.05 $284.60
NASDAQ Stock Market. . . . 100.00 84.92 136.28 158.58 180.93 176.92
(U.S.)
NASDAQ Bank Stocks . . . . 100.00 73.23 120.17 174.87 199.33 198.69
</TABLE>
-13-
<PAGE>
RATIFICATION OF APPOINTMENTS TO AUDIT COMMITTEE
The Board of Directors has appointed Messrs. Fairhurst, Hancock, Rhodes and
Speck and Ms. Sanders to serve on the Audit Committee, subject to ratification
by the Corporation's shareholders at the Annual Meeting. The ratification of
the appointments to the Audit Committee by the shareholders is not required by
law or by the Corporation's Bylaws. The Board of Directors is submitting this
matter to the shareholders in the belief that it is a good practice to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS RATIFY THE APPOINTMENTS
OF THE MEMBERS OF THE AUDIT COMMITTEE.
In the absence of instruction to the contrary, shares represented by proxy
forms will be voted in favor of the ratification of the members of the Audit
Committee. If the number of the votes cast in favor of the ratification of the
appointments, does not exceed the number of votes cast against ratification,
the appointees will decline to serve, and the Board of Directors will appoint
other non-management directors to serve on the Audit Committee, whose
appointment will be subject to ratification by the shareholders at the 1996
Annual Meeting. Abstentions and broker nonvotes will not be counted as either
in favor or against this proposal.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The firm of KPMG Peat Marwick LLP, Certified Public Accountants, has served
as independent auditors for the Corporation since its commencement of operations
in 1983. Representatives of KPMG Peat Marwick LLP will be present at the 1995
Annual Meeting and will have the opportunity to make a statement, if they desire
to do so, and to respond to appropriate questions.
GENERAL
All expenses of preparing, printing, mailing and delivering the Proxy
Statement and all materials used in the solicitation of proxy forms will be
borne by the Corporation. In addition to the use of the mails, proxy forms may
be solicited by personal interview, telephone, and telegraph by directors,
officers, and other employees of the Corporation, none of whom will receive
additional compensation for such services. The Corporation will also request
brokerage houses, custodians, and nominees to forward soliciting materials to
the beneficial owners of the Common Stock held of record by them and will pay
reasonable expenses of such persons for forwarding these materials.
SHAREHOLDER PROPOSALS
Any proposals by shareholders to be presented at the 1996 Annual Meeting
must be received by the Secretary of the Corporation prior to November 21, 1995,
to be included in the Proxy Statement for the 1996 Annual Meeting.
-14-
<PAGE>
SECTION 16(A) REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors and officers of the Corporation and persons who beneficially own ten
percent or more of the Common Stock to file reports with the Securities and
Exchange Commission and the Corporation with respect to their beneficial owner-
ship of the Corporation's equity securities. Based on its review of the reports
furnished to the Corporation during and with respect to 1994, the Corporation
believes that its directors, officers, and beneficial owners have filed all
required reports in a timely manner, except for Rowland Hancock, a director, who
filed one report with respect to two transactions after the report was due.
OTHER MATTERS
The directors and officers of the Corporation do not know of any matters to
be presented for shareholder approval at the meeting other than those described
in the Proxy Statement. If any other matters should come before the meeting,
the Board of Directors intends that the persons designated on the enclosed proxy
form, or their substitutes, will vote the shares represented by the proxy form
in accordance with their best judgment on such matters.
A copy of the Corporation's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission is available without charge by calling or
writing Allan B. Kleet, Chief Financial Officer, Peoples First Corporation, P.O.
Box 2200, Paducah, Kentucky 42002.
By Order of the Board of Directors.
A. Howard Arant
Secretary
PEOPLES FIRST CORPORATION
Paducah, Kentucky
March 20, 1995
<PAGE>
ESOP PARTICIPANT DIRECTION
(PLEASE DATE, MARK, SIGN AND RETURN IMMEDIATELY)
PEOPLES FIRST CORPORATION
Paducah, Kentucky
The undersigned hereby directs Peoples First National Bank, as Trustee
under the People First Employee Stock Ownership Plan (the "Plan") to appoint
Henry O. Whitlow and Gary D. Houston, or either one of them (with full power to
act alone), my proxy, each with the power to appoint his substitute, to
represent me to vote all of the Corporation's Common Stock held by the Plan for
my account at the close of business on March 17, 1995, which I am entitled to
vote, at the 1995 Annual Meeting of Shareholders to be held on April 27, 1995,
at 4:00 p.m., and at any adjournments thereof, with all powers the undersigned
would possess if personally present, as follows:
1. ELECTION OF DIRECTORS.
___ FOR all nominees listed below (except as otherwise indicated
below)
___ AGAINST all nominees listed below
James T. Holloway, Gathiel D. Baker, Joe Dick, William Rowland Hancock,
Robert P. Meriwether, Joe Harry Metzger, Jerry L. Page, C. Steve Story
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the line below.)
________________________________________________________
2. RATIFICATION OF APPOINTMENTS TO AUDIT COMMITTEE.
___ FOR ___ AGAINST ___ ABSTAIN
3. OTHER BUSINESS. In their discretion, the Proxies are authorized to
act upon such other matters as may properly be brought before the
Annual Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED
IN ITEM 1 AND "FOR" ITEM 2.
Date _______________, 1995 __________________________________________
Signature
<PAGE>
[Peoples First Corporation Logo]
March 20, 1995
Your Vote is Important.
Please review the enclosed proxy materials, complete the attached proxy form
below, and return it promptly in the envelope provided.
The Annual Meeting of Shareholders of Peoples First Corporation will be held at
the Curris Center, Murray State University, Murray, Kentucky, Banquet Room 2,
Third Floor at 4:00 P.M. on Thursday, April 27, 1995. The Curris Center is
located on Chestnut Street in Murray, Kentucky.
Boatmen's Trust Company is serving as our Proxy Tabulating Agent.
(Detach Proxy Form Here)
- --------------------------------------------------------------------------------
This Proxy Form is Solicited by the Board of Directors
(PLEASE DATE, MARK, SIGN AND RETURN IMMEDIATELY)
PEOPLES FIRST CORPORATION
PADUCAH, KENTUCKY
The undersigned hereby appoints Henry O. Whitlow and Gary B. Houston, or
either one of them (with full power to act alone), my proxy, each with the power
to appoint his substitute, to represent me to vote all of the Corporation's
Common Stock which I held of record or am otherwise entitled to vote, at the
close of business on March 17, 1995, at the 1995 Annual Meeting of Shareholders
to be held on April 27, 1995, at 4:00 P.M., and at any adjournments thereof,
with all powers the undersigned would possess if personally present, as follows:
1. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed below [ ] AGAINST all nominees listed below
(except as otherwise
indicated below)
Gathiel Baker, Joe Dick, Rowland Hancock, James T. Holloway,
Dr. Robert P. Meriwether, Joe Harry Metzger,
Jerry L. Page, C. Steve Story
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the line.)
- --------------------------------------------------------------------------------
2. RATIFICATION OF APPOINTMENTS TO AUDIT COMMITTEE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS. In their discretion, the Proxies are authorized to act upon
such other matters as may properly be brought before the Annual Meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED IN
ITEM 1 AND "FOR" ITEM 2.
(PLEASE SIGN AND DATE ON BACK)
<PAGE>
"IMPORTANT INFORMATION ON REVERSE SIDE"
(Detach Proxy Form Here)
- --------------------------------------------------------------------------------
This proxy form relates to ALL shares owned by the undersigned, including
any shares of Common Stock held in the undersigned's account under the
Corporation's Share Owner Dividend Reinvestment and Stock Purchase Plan.
This proxy form is solicited by the Board of Directors and will be voted as
specified and in accordance with the accompanying proxy statement. If no
instruction is indicated, this proxy form will be voted "FOR" all of the
nominees listed in Item 1 and "FOR" Item 2.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign partnership name by authorized person.
Date____________________ 1995 Please check one of the following:
[ ] I will attend the Annual Meeting.
[ ] I will not attend the Annual Meeting.
_________________________________
Signature
_________________________________
Signature if held jointly
