<PAGE>
PROSPECTUS DATED MAY 1, 1995
PEOPLES FIRST CORPORATION
SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
765,233 SHARES OF COMMON STOCK
WITHOUT PAR VALUE
Peoples First Corporation (the "Corporation") offers 765,233 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 April 27, 1995, was $17.25 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 May 1, 1995.
<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, Suite 1300, 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, 1994;
(b) The Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995;
(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;
(d) Current Report of Peoples First on Form 8-K dated April 27, 1995;
and
2
<PAGE>
(e) Form 10-C of Peoples First filed with the Commission on April 28,
1995.
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) 441-1260.
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............................................................................... 9
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
765,233 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, and a
5% stock dividend payable on June 13, 1995 to shareholders of record on May 16,
1995.
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
5
<PAGE>
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.
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
6
<PAGE>
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.
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
7
<PAGE>
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.
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.
8
<PAGE>
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.
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 PLLC, 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, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994 incorporated by reference in the
Registration Statement have been incorporated in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, 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
