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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) February 20, 1996
Commission File Number Number 0-16839
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 61-1023747
(State or other jurisdiction of (I R S Employer
incorporation or organization) Identification No.)
100 South Fourth Street
Paducah, Kentucky 42002-2200
(Address of principal exective offices) (Zip Code)
Registrant's telephone number, including area code: (502) 441-1200
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Item 5. Other Event - Information of importance to security holders:
Press Release February 20, 1996
For Further Information Contact:
Aubrey W. Lippert R. Keith Bennett
Peoples First Corporation Guaranty Federal Savings Bank
502/441-1200 615/648-2202
Aubrey W. Lippert, Chairman of the Board and President of Peoples First
Corporation (Nasdaq: PFKY), Paducah, Kentucky, and John C. Sites, Chairman of
the Board of Guaranty Federal Saving Bank, Clarksville, Tennessee, announced
today that Peoples First Corporation and Guaranty Federal Savings Bank have
entered into a definitive merger agreement.
Under the terms of the merger agreement, Peoples First Corporation will acquire
all of the outstanding shares of Guaranty Federal Savings Bank and Guaranty
Federal Savings Bank stockholders would receive between 2.3769 shares and 2.9051
shares of Peoples First Corporation common stock for each of the 114,000
outstanding shares of Guaranty Federal Savings Bank. The exact exchange ratio
will be determined based on Peoples First Corporation's average common stock
price during a period prior to the date of the merger closing. The most recent
reported price for Peoples First Corporation common stock was $23.50 per share.
The transaction is currently valued at $6.6 million. Guaranty Federal Savings
Bank has two offices in Clarksville, Tennessee with total assets of
approximately $54.6 million as of December 31, 1995.
To facilitate the merger, Guaranty Federal Savings Bank has granted to Peoples
First Corporation an option to purchase about 20 percent of Guaranty Federal
Savings Bank's outstanding shares in certain circumstances. Consummation of the
merger, expected to occur in the third quarter of 1996, is subject to a number
of conditions including approval of Guaranty Federal Savings Bank stockholders
and various regulatory agencies, as well as the range of Peoples First
Corporation's stock price.
Mr. Lippert stated, "We are very pleased that this growing organization will be
a part of our expanding efforts to serve the financial services needs of our
region. We look forward to working with their management team to meet the
residential and consumer borrowing needs of customers in both Western Kentucky
and Northwestern Tennessee.
Mr. R. Keith Bennett, Chief Executive Officer of Guaranty Federal Savings Bank
stated, "Our affiliation with Peoples First Corporation will enable us to
continue to expand our array of financial services to customers in our growing
market. We plan to continue to deliver friendly, professional and efficient
customer service with our current staff, management and board of directors. We
look forward to our affiliation with Peoples First Corporation and believe the
transaction will benefit both organizations and the communities we serve."
Peoples First Corporation conducts a complete range of commercial and personal
banking activities. The Company's common stock trades on the Nasdaq Stock
Market under the symbol "PFKY".
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 21, 1996.
PEOPLES FIRST CORPORATION
By: /s/ Allan B. Kleet
Allan B. Kleet
Principal Accounting Officer
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