As filed with the Securities and Exchange Commission on September 30, 1997
Registration No. 33-28301
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1023747
(State or other juris- I.R.S. Employer
diction of incorpora- Identification No.)
tion or organization)
100 SOUTH FOURTH STREET
P.O. Box 2200
PADUCAH, KENTUCKY 42002-2200
(Address of principal (Zip Code)
executive offices)
PEOPLES FIRST CORPORATION SHARE OWNER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
(Full title of the Plan)
EILEEN M. DUOBINIS-GRAY, SECRETARY
PEOPLES FIRST CORPORATION
P.O. BOX 2200
100 SOUTH FOURTH STREET
PADUCAH, KENTUCKY 42002-2200
(502) 441-1200
(Name, address, telephone number, including area code
of agent for service of process)
COPY OF COMMUNICATIONS TO:
R. James Straus
Alan K. MacDonald
BROWN, TODD & HEYBURN PLLC
3200 Providian Center
Louisville, Kentucky 40202
(502) 589-5400
Approximate date of commencement of proposed sale of the
securities to the public: As promptly as practicable after the
effective date of this Registration Statement.
If the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. /X/
---
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount
to be Amount to be Aggregate Price Aggregate Registration
Registered Registered (2) Per Unit (1)(2) Offering Price (1) Fee
- ----------- -------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 1,203,930 $6.48 $7,800,000 $1,560
no par value shares
<FN>
- ---------------------------------------------------------------------------
(1) Estimated and calculated pursuant to Rule 457(c) solely for
the purpose of computing the registration fee on the basis
of the average of the bid and asked prices for the Common
Stock as of April 20, 1989.
(2) As adjusted for 2-for-1 stock splits effected in the form of
100% stock dividends on December 29, 1989 and January 4,
1994 and 5% stock dividends on May 16, 1995, February 19,
1996, and February 21, 1997.
</TABLE>
PROSPECTUS DATED SEPTEMBER 30, 1997
PEOPLES FIRST CORPORATION
SHARE OWNER DIVIDEND REINVESTMENT PLAN
As Amended and Restated as of September 30, 1997
706,550 Shares of Common Stock
Without Par Value
Peoples First Corporation (the "Corporation") offers 706,550
shares of its common stock without par value (the "Common
Shares") to be issued to shareholders of the Corporation in
accordance with the terms and conditions of the Peoples First
Corporation Share Owner Dividend Reinvestment Plan, as amended
and restated as of September 30, 1997 (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 for Common Shares purchased under the
Plan is the "market price" for the Common Shares, which will be
the average of the bid and asked prices for the Common Shares as
reported on the Nasdaq National Market, 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 Shares and sets a
different market price. The last sales price reported for the
Common Shares as of the close of business on September 19, 1997,
was $29.50 per share. See Section V of the Plan, the full text of
which is attached as Appendix A to this Prospectus.
The date of this Prospectus is September 30, 1997.
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, Citicorp Center, 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. Copies may also be obtained
through the Internet from the Commission's site on the World Wide
Web at the following address: http://www.sec.gov.
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, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31 and June 30, 1997;
(c) The description of the Corporation's Common Shares
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; and
(d) The description of the Rights Agreement between
Peoples First and Boatmen's Trust Company, Rights Agent
dated January 18, 1995 contained in the Registration
Statement of Peoples First on Form 8-A, filed with the
Commission on January 18, 1995, and any amendments or
reports filed thereafter for the purpose of updating such
description.
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 EILEEN M.
DUOBINIS-GRAY, SECRETARY, PEOPLES FIRST CORPORATION, 100 SOUTH
FOURTH STREET, P.O. BOX 2200, PADUCAH, KENTUCKY 42002-2200,
(502) 441-1314.
TABLE OF CONTENTS
Page No.
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . .2
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . .2
SHARE OWNER DIVIDEND REINVESTMENT PLAN . . . . . . . . . . . . .5
General.. . . . . . . . . . . . . . . . . . . . . . . . . .5
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .5
Investment Options. . . . . . . . . . . . . . . . . . . . .5
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Purchases . . . . . . . . . . . . . . . . . . . . . . . . .6
Report to Participants. . . . . . . . . . . . . . . . . . .6
Dividends . . . . . . . . . . . . . . . . . . . . . . . . .6
Issuance of Certificates. . . . . . . . . . . . . . . . . .6
Withdrawal of Certificates. . . . . . . . . . . . . . . . .7
Deposit of Certificates . . . . . . . . . . . . . . . . . .7
Termination; Amendment. . . . . . . . . . . . . . . . . . .7
Disposition of Shares . . . . . . . . . . . . . . . . . . .7
Rights Offering . . . . . . . . . . . . . . . . . . . . . .8
Stock Dividends and Splits. . . . . . . . . . . . . . . . .8
Voting. . . . . . . . . . . . . . . . . . . . . . . . . . .8
Communications. . . . . . . . . . . . . . . . . . . . . . .8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . .8
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . .8
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . .9
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
APPENDIX A -- Peoples First Corporation Share Owner Dividend
Reinvestment Plan . . . . . . . . . . . . . . . . . . . . .A-1
PEOPLES FIRST CORPORATION
100 South Fourth Street
Paducah, Kentucky 42002-2200
(502) 441-1314
__________________
SHARE OWNER DIVIDEND REINVESTMENT PLAN
__________________
General. On May 13, 1987, the Board of Directors adopted
the Peoples First Corporation Share Owner Dividend Reinvestment
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 Common Shares
for issuance of the Plan, which number, net of shares issued from
time to time under the Plan, has been adjusted to 706,550 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 5% stock dividends on May 16, 1995, February
19, 1996, and February 21, 1997.
In September 1997, the Board of Directors amended the Plan
to terminate the option to purchase Common Shares with optional
payments.
All shareholders of the Corporation who hold a minimum of
100 Common Shares 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 in additional Common Shares without payment of any
brokerage commission or service charge.
Investment Options. The Plan provides two 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
Common Shares held by him. A participant must hold at least 100
Common Shares to elect the full reinvestment option. The second
investment option is Partial Dividend Reinvestment whereby a
participant reinvests dividends on less than all of the Common
Shares held by him and continues to receive cash dividends on the
other shares. A participant must elect to reinvest dividends on
a minimum of 100 Common Shares.
Cash dividends on Common Shares held in a participant's
account under the Plan are automatically reinvested to purchase
additional shares regardless of which investment option is
selected.
Costs. Participants will incur no expenses in connection
with purchases under the Plan. The Corporation reserves the
right, however, to establish a service charge prospectively if
excessive issuances of stock certificates are requested by a
participant. All Common Shares 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 Common Shares 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 Shares, as reported on the Nasdaq
National Market, 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 Shares
and sets a different Market Price. In no event will the Market
Price be less than the stockholders' equity per Common Share
computed in accordance with generally accepted accounting
principles consistently applied in the Corporation's consolidated
financial statements as of the end of the most recently completed
fiscal quarter.
Cash dividends on Common Shares will also be applied by the
Corporation to the purchase of additional shares on dividend
payment dates. The number of Common Shares to be purchased by a
participant will be that number of shares, including fractions
computed to four decimal places, equal to the amounts invested
divided by the applicable purchase price.
Purchases of Common Shares pursuant to the Plan will only be
made to the extent dividends allocated to purchases by
participants are actually declared. While the 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
Shares and on fractions of shares held in the participant's
account to the extent of four decimal places.
Issuance of Certificates. Common Shares 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. See
"Termination; Amendment."
Withdrawal of Certificates. A participant may withdraw
certificates for some or all of the Common Shares 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 Common Shares 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
Common Shares 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 Corporation will automatically terminate a
participant's account at any time the account holds less than one
whole Common Share.
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 to the
effectiveness of any amendment that 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.
Disposition of Shares. If a participant who is reinvesting
cash dividends on all of Common Shares 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.
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.
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 only for the number of whole shares. Rights
based on a fraction of a share held in a participant's account
may be sold for the participant's account, and in which case a
check for the amount of the net proceeds would be sent to the
participant.
Stock Dividends and Splits. Any Common Shares 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 Common
Shares 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 Shares.
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 Common Shares 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.
Communications. Participants should address all
communications to the Corporation relating to the Plan to the
Corporation's Dividend Reinvestment Agent, Registrar and Transfer
Company, 10 Commerce Drive, Cranford, NJ 07016-3572, telephone
(800) 368-5948.
USE OF PROCEEDS
The Corporation intends to use the proceeds from the shares
of Common Shares 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
Common Shares offered hereby.
EXPERTS
The consolidated financial statements of Peoples First
Corporation and subsidiaries as of December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31,
1996 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.
APPENDIX A
PEOPLES FIRST CORPORATION
SHARE OWNER DIVIDEND REINVESTMENT PLAN
As Amended And Restated as of September 30, 1997
I. PURPOSE
The purpose of this Peoples First Corporation (the
"Corporation") Share Owner Dividend Reinvestment Plan (the
"Plan") is to provide shareholders of the Corporation
("Shareholders") a simple and convenient method to invest cash
dividends 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 who hold a minimum of 100 Common Shares 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.
The Authorization Form 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 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):
Authorization Form Must Be
Received on or Before Last To Have Dividend Reinvested on
Business Day of: Dividend Payment Date in:
January February
April May
July August
October November
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
"Market Price," as determined pursuant to Article V(a) of this
Plan. A participant must hold at least 100 Common Shares to
elect the full dividend reinvestment option.
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. A participant must elect
to reinvest dividends on a minimum of 100 Common Shares.
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 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
table above.
IV. 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 IX 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.
V. PURCHASES
(a) Price. The price of Common Shares purchased with
reinvested Common Share dividends 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 Nasdaq
National Market, 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 of dividends 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 consolidated
financial statements as of the end of 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. Each participant's account will be credited
with that number of Common Shares, including fractions computed
to four decimal places, equal to the amounts to be invested
divided by the applicable purchase price.
(c) When. Cash dividends on Common Shares will be applied
by the Corporation to the purchase of additional Common Shares on
dividend payment dates.
VI. 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.
VII. 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 four 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.
VIII. 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.
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.
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.
IX. 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.
X. 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.
XI. 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 may be
assessed a nominal fee to cover the commission charged for
liquidating any fractional shares.
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. The Corporation will automatically terminate a
participant's account at any time the account holds less than one
whole Common Share.
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.
XII. 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.
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.
XIII. 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 only for the number
of whole Common Shares. Rights based on a fraction of a Common
Share held in a participant's account may be sold for the
participant's account, in which case a check for the amount of
the net proceeds will be sent to the participant.
XIV. 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.
XV. 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.
XVI. 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:
Registrar and Transfer Company
Dividend Reinvestment Agent
10 Commerce Drive
Cranford, NJ 07016-3572
(800) 368-5948
* * * * *
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of estimated expenses incurred in
connection with the issuance and distribution of shares of Common
Stock pursuant to the Plan:
<TABLE>
<S> <C>
SEC Registration Fees . . . . . . $ 1,560
Costs of Printing . . . . . . . . 500
Legal Fees and Expenses . . . . . 2,000
Accounting Fees and Expenses. . . 2,500
Total . . . . . . . . . . . . . $6,560
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 12 of the Corporation's Articles of Incorporation
provides as follows:
(a) As used in this section:
(i) "Director" means any person who is or was a
director of the Corporation and any person who, while a director
of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan.
(ii) "Corporation" includes any domestic or
foreign predecessor entity of the Corporation in a merger,
consolidation or other transaction in which the predecessor's
existence ceased upon consummation of such transaction.
(iii) "Expenses" include attorneys' fees.
(iv) "Official capacity" means:
(1) When used with respect to a director, the office of
director in the Corporation, and
(2) When used with respect to a person other than a
director, as contemplated in section (i) of this section, the
elective or appointive office in the Corporation held by the
officer or the employment or agency relationship undertaken by
the employee or agent in behalf of the Corporation, but in each
case does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(v) "Party" includes a person who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(vi) "Proceeding" means any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
(b) The Corporation shall indemnify any person made a
party to any proceeding by reason of the fact that he is or was a
director if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed:
(1) In the case of conduct in his official capacity with
the Corporation that his conduct was in its best interests; and
(2) In all other cases, that his conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
* * *
Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the
person in connection with the proceeding, except that if the
proceeding was by or in the right of the Corporation,
indemnification may be made only against such reasonable expenses
and shall not be made only against such reasonable expenses and
shall not be made in respect of any proceeding in which the
person shall have been adjudged to be liable to the Corporation.
The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, be determinative that the person did not
meet the requisite standard of conduct set forth in this
subsection.
(c) A director shall not be indemnified under section
(b) of this Article in respect of any proceeding charging
improper personal benefit to him, whether or not involving action
in his official capacity, in which he shall have been adjudged to
be liable on the basis that personal benefit was improperly
received by him.
(d)(i) A director who has been wholly successful,
on the merits or otherwise, in the defense of any proceeding
referred to in section (b) of this Article, shall be indemnified
against reasonable expenses incurred by him in connection with
the proceeding.
(ii) A court of appropriate jurisdiction, upon
application of a director and such notice as the court shall
require, shall have authority to order indemnification in the
following circumstances:
(1) If it determines a director is entitled to
reimbursement under subsection (4)(i) of this Article, the court
shall order indemnification, in which case the director shall
also be entitled to recover the expenses of securing such
reimbursement; or
(2) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he has met the standard of
conduct set forth in section (b) of this Article or has been
adjudged liable in the circumstances described in section (c) of
this Article, the court may order such indemnification as the
court shall deem proper, except that indemnification with respect
to any proceeding by or in the right of the Corporation or in
which liability shall have been adjudged in the circumstances
described in section (c) of this Article shall be limited to
expenses. A court of appropriate jurisdiction may be the same
court in which
the proceeding involving the director's liability took place.
(e) No indemnification under section (b) of this
Article shall be made by the Corporation unless authorized in the
specific case after a determination has been made that
indemnification of the director is permissible or required in the
circumstances because he has met the standard of conduct set
forth in section (b) of this Article. Such determination shall
be made as expeditiously as possible following any request that
the Corporation make indemnification:
(i) By the board of directors by a majority vote
of a quorum consisting of directors not at the time parties to
the proceeding; or
(ii) If such a quorum cannot be obtained, then by
a majority vote of a committee of the board, duly designated to
act in the matter by a majority vote of the full board (in which
designation directors who are parties may participate),
consisting solely of two or more directors not at the time
parties to the proceeding; or
(iii) By special legal counsel selected by the
board of directors or a committee thereof by vote as set forth in
subsection (e)(i) or (ii) of this Article, or, if the requisite
quorum of the full board cannot be obtained therefor and such
committee cannot be established, by a majority vote of the full
board (in which selection directors who are parties may
participate); or
(iv) By the shareholders.
Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible or
required, except that if the determination that indemnification
is permissible or required is made by special legal counsel,
authorization of indemnification and determination as to
reasonableness of expenses shall be made in a manner specified in
subsection (e)(iii) of this Article in the preceding sentence for
the selection of such counsel. Shares held by directors who are
parties to the proceeding shall not be voted on the subject
matter under this section.
(f) Reasonable expenses incurred by a director who is a
party to a proceeding shall be paid or reimbursed by the
Corporation in advance of the final disposition of such
proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of his
good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation as required or
authorized in this Article and
(ii) A written undertaking by or on behalf of the
director to repay such amount if it shall ultimately be
determined that he has not met such standard of conduct, and
after a determination that the facts then known to those making
the determination would not preclude indemnification under this
Article. The undertaking required by subsection (f)(ii) of this
Article shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment. Determinations and
authorizations of payments under this section shall be made in
the manner specified in subsection (e) of this Article.
(g) The Corporation, in addition, may indemnify and advance
expenses to a director to such further extent, consistent with
law, as may be provided by its bylaws, general or specific action
of its board of directors or contract. Nothing contained in this
Article shall limit the Corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance
as a witness in a proceeding at a time when he has not been made
a named defendant or respondent in the proceeding.
(h) For purposes of this Article, the Corporation shall be
deemed to have requested a director to serve an employee benefit
plan, whenever the performance by him of his duties to the
Corporation also imposes duties on, or otherwise involves
services by, him to the plan or participants or beneficiaries of
the plan; excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be deemed
"fines"; and action taken or omitted by a director with respect
to an employee benefit plan in the performance of his duties for
a purpose reasonably believed by him to be in the best interest
of the participants and beneficiaries of the plan shall be deemed
to be for a purpose which is not opposed to the best interests of
the Corporation.
(i) An officer of the Corporation shall be
indemnified as and to the same extent provided in section (d) of
this Article for a director and shall be entitled to the same
extent as a director to seek indemnification pursuant to the
provisions of section (d) of this Article; (ii) the Corporation
shall indemnify and advance expenses to an officer, employee or
agent of the corporation to the same extent that it may indemnify
and advance expenses to directors pursuant to this Article; and
(iii) the Corporation, in addition, shall indemnify and to
advance expenses to an officer, employee or agent who is not a
director to such further extent, consistent with law, as may be
provided by its bylaws, general or specific action of its board
of directors, or contract.
(j) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan, against any liability asserted against
him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.
(k) Any indemnification of, or advance of expenses to a
director in accordance with this Article, if arising out of a
proceeding by or in the right of the Corporation, shall be
reported in writing to the shareholders with or before the notice
of the next shareholders' meeting.
(l) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
* * * * *
The registrant has also purchased directors' and officers'
liability insurance covering certain liabilities incurred by its
officers and directors in connection with the performance of
their duties, including liabilities arising under the federal
securities laws.
Item 16. EXHIBITS
EXHIBIT DESCRIPTION
5* Opinion of Brown, Todd & Heyburn as to the
legality of the securities registered
23.1 Consent of Brown, Todd & Heyburn is contained in
its opinion included herein as Exhibit 5
23.2 Consent of KPMG Peat Marwick LLP
24* Power of Attorney
99.1 Peoples First Corporation Share Owner Dividend
Reinvestment Plan, as amended and restated is
Appendix A to the Prospectus included herein.
99.2 Letter to participants
[FN]
____________________
* Previously Filed.
Item 17. UNDERTAKINGS
(a) The undersigned issuer hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (b)(l)(i) and (b)(l)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Paducah, Commonwealth
of Kentucky, on September 30, 1997.
PEOPLES FIRST CORPORATION
By /s/ Aubrey W. Lippert
------------------------------
Aubrey W. Lippert
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
/s/ Aubrey W. Lippert President and Chairman September 30, 1997
- ----------------------------- of the Board
Aubrey W. Lippert (Principal Executive
Officer)
* Vice Chairman of the September 30, 1997
- ----------------------------- Board and Director
Joe Dick
* Principal Accounting September 30, 1997
- ----------------------------- Officer and Director
Allan B. Kleet (Principal Financial
and Accounting Officer)
* Director September 30, 1997
- -----------------------------
Walter L. Apperson
Director September 30, 1997
- -----------------------------
Glen Berryman
* Director September 30, 1997
- -----------------------------
William R. Dibert
* Director September 30, 1997
- -----------------------------
Richard E. Fairhurst, Jr.
* Director September 30, 1997
- -----------------------------
William Rowland Hancock
Director September 30, 1997
- -----------------------------
James T. Holloway
Director September 30, 1997
- -----------------------------
Dennis W. Kirtley
Director September 30, 1997
- -----------------------------
Joe Harry Metzger
* Director September 30, 1997
- -----------------------------
Jerry L. Page
* Director September 30, 1997
- -----------------------------
Rufus E. Pugh
* Director September 30, 1997
- -----------------------------
Neal H. Ramage
* Director September 30, 1997
- -----------------------------
Allan Rhodes, Jr.
Director September 30, 1997
- -----------------------------
Mary Warren Sanders
* Director September 30, 1997
- -----------------------------
Victor F. Speck
_____________
*By /s/ Aubrey W. Lippert, as attorney-in-fact for the named person
pursuant to a power of attorney previously filed with this registration
statement.
Independent Auditors' Consent
The Board of Directors
Peoples First Corporation
Paducah, Kentucky:
We consent to incorporation by reference in the registration statement
on Form S-3 of Peoples First Corporation of our report dated January 27,
1997, relating to the consolidated balance sheets of Peoples First
Corporation and subsidiaries as of December 31, 1996 and 1995 and the
related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended December
31, 1996, which report appears in the 1996 annual report on Form 10-K
of Peoples First Corporation.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
September 30, 1997
PEOPLES FIRST CORPORATION
September 30, 1997
Dear Shareholder:
Peoples First Corporation amended its Dividend Reinvestment and
Stock Purchase Plan. Enclosed is a prospectus relating to the
amended Plan. Please read it carefully. Changes made will take
effect with the next dividend which is payable in November 1997.
Plan participants may continue to reinvest the dividends payable
on all or a portion of their common shares to purchase additional
shares. The recent amendment discontinues option cash payments.
Peoples First's capital is at record levels and at this time,
additional capital is not required to efficient operate our
banking businesses. Any optional cash payments deposited with
the Dividend Reinvestment Agent for the next dividend cycle will
be returned to the participant.
As always, if you wish to obtain a new authorization form to
change your investment option, or if you have any questions with
respect to your participation in the Plan, the Dividend
Reinvestment Agent for the Plan will be pleased to help you.
Contact Registrar and Transfer Company, 10 Commerce Drive,
Cranford, NJ 07016-3572, telephone (800) 368-5948.
The Dividend Reinvestment Plan is a good opportunity for you to
accumulate additional shares. You might consider periodic
purchases through your stockbroker with any money you may have
previously use for optional payments. We appreciate your
interest in Peoples First.
Sincerely,
Aubrey W. Lippert
Chairman of the Board, President
and Chief Executive Officer
