As filed with the Securities and Exchange Commission on October
Registration No. 333-04151
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY 6712 61-1023747
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorpora- Industrial Classi- Identification
tion or organization) fication Code Number) Number)
100 South Fourth Street,
P.O. Box 2200,
Paducah, Kentucky 42002-2200
(502) 441-1200
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
___________________________________
A. Howard Arant, Secretary
PEOPLES FIRST CORPORATION
100 South Fourth Street
P.O. Box 2200
Paducah, Kentucky 42002-2200
(502) 441-1200
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
___________________________________
Copies of Communications to:
R. James Straus Bob F. Thompson
Alan K. MacDonald Bass, Berry & Sims
Brown, Todd & Heyburn First American Center
3200 Providian Center Nashville, Tennessee 37238
Louisville, KY 40202-3363 (615)742-6200
(502) 589-5400
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. [ ]
_________________________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of each maximum maximum
class of secur- Amount to offering aggregate Amount of
ities to be be regis- price per offering registration
registered tered unit (1) price (1) fee(1)
Common Stock 350,000 $9.10 $3,184,867 $1,098.23
shares
_________________________________________________________________
(1) Estimated and calculated pursuant to Rule 457(f)(2), solely
for the purpose of computing the registration fee, based upon
the book value of the common stock of Guaranty Federal Savings
Bank at March 31, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a) MAY DETERMINE.
On August 30, 1996, Peoples First Corporation ("PFC")issued a
total of 299,917 shares of its common stock ("Common Stock") to
former shareholders of Guaranty Federal Savings Bank ("Guaranty
Federal") upon the effectiveness of the merger (the "Merger") of
Guaranty Federal with a wholly owned subsidiary of PFC. This post-
effective amendment has been filed for the purpose of removing from
registration the 50,083 shares of Common Stock that were registered
but not issued in connection with the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Paducah, Commonwealth of Kentucky, on October 30, 1996.
PEOPLES FIRST CORPORATION
By:/s/ Allan B. Kleet
Allan B. Kleet
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following per-
sons in the capacities and on the date indicated.
Signature Title Date
*______________________ Chairman of the Board, October 30, 1996
Aubrey W. Lippert President, Chief
Executive Officer,
and Director
*______________________ Vice Chairman of the October 30, 1996
Joe Dick Board and Director
/s/Allan B. Kleet Principal Accounting October 30, 1996
Allan B. Kleet Officer and Director
(Principal accounting
officer)
*______________________ Director October 30, 1996
Walter L. Apperson
*______________________ Director October 30, 1996
Glen Berryman
*______________________ Director October 30, 1996
William R. Dibert
*______________________ Director October 30, 1996
Richard E. Fairhurst, Jr.
*______________________ Director October 30, 1996
William Rowland Hancock
*______________________ Director October 30, 1996
James T. Holloway
*______________________ Director October 30, 1996
Dennis W. Kirtley
*______________________ Director October 30, 1996
Robert P. Meriwether, M.D.
*______________________ Director October 30, 1996
Joe Harry Metzger
*______________________ Director October 30, 1996
Jerry L. Page
*______________________ Director October 30, 1996
Rufus E. Pugh
*______________________ Director October 30, 1996
Neal H. Ramage
*______________________ Director October 30, 1996
Allan Rhodes, Jr.
*______________________ Director October 30, 1996
Mary Warren Sanders
*______________________ Director October 30, 1996
Victor F. Speck, Jr.
*______________________ Director October 30, 1996
C. Steve Story
*By /s/ Allan B. Kleet
Allan B. Kleet, Attorney-in-fact
pursuant to powers of attorney
previously filed as part of this
registration statement.
