<PAGE>
<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
CKF BANCORP, INC.
----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction
applies:
------------------------------------------------------
2. Aggregate number of securities to which transaction
applies:
------------------------------------------------------
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
------------------------------------------------------
5. Total fee paid:
------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
1. Amount previously paid:
--------------------------------------------
2. Form, Schedule or Registration Statement no.:
---------------------------------------------
3 Filing Party:
---------------------------------------------
4. Date Filed:
---------------------------------------------
<PAGE>
<PAGE>
[CKF BANCORP, INC.LETTERHEAD]
March 17, 2000
Dear Stockholder:
We invite you to attend the 2000 Annual Meeting of
Stockholders of CKF Bancorp, Inc. to be held at Central Kentucky
Federal Savings Bank, 340 West Main Street, Danville, Kentucky
on Tuesday, April 18, 2000 at 4:00 p.m., local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the Annual Meeting. Also
enclosed is an Annual Report to Stockholders for the 1999 fiscal
year. Directors and officers of the Company as well as
representatives of Miller, Mayer, Sullivan & Stevens LLP, the
Company's independent auditors, will be present to respond to
any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ John H.Stigall
John H. Stigall
President and Chief
Executive Officer
<PAGE>
<PAGE>
________________________________________________________________
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
(606) 236-4181
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of CKF Bancorp, Inc. (the
"Company") will be held at Central Kentucky Federal Savings
Bank, 340 West Main Street, Danville, Kentucky at 4:00 p.m.,
local time, on Tuesday, April 18, 2000.
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on March 9, 2000, are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The Proxy Card will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William H. Johnson
William H. Johnson
Secretary
Danville, Kentucky
March 17, 2000
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of CKF
Bancorp, Inc. (the "Company"), the holding company of Central
Kentucky Federal Savings Bank ("Central Kentucky Federal" or the
"Bank"), to be used at the 2000 Annual Meeting of Stockholders
of the Company (the "Annual Meeting") which will be held at
Central Kentucky Federal Savings Bank, 340 West Main Street,
Danville, Kentucky on Tuesday, April 18, 2000, at 4:00 p.m.,
local time. The accompanying Notice of Annual Meeting and form
of proxy and this Proxy Statement are being first mailed to
stockholders on or about March 17, 2000.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and with respect to matters incident to the conduct of the
Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting
and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or
the filing of a later dated proxy prior to a vote being taken on
a particular proposal at the Annual Meeting. A proxy will not
be voted if a stockholder attends the Annual Meeting and votes
in person. The presence of a stockholder at the Annual Meeting
in itself will not revoke such stockholder's proxy.
________________________________________________________________
VOTING SECURITIES
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the common stock, $.01 par value per share, of the
Company (the "Common Stock"). Stockholders of record as of the
close of business on March 9, 2000 (the "Record Date"), are
entitled to one vote for each share then held. As of March 3,
2000, there were 800,560 shares of the Common Stock issued and
outstanding.
<PAGE>
<PAGE>
________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
________________________________________________________________
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect
to such ownership pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The following table sets
forth, as of March 3, 2000, certain information as to the Common
Stock beneficially owned by any person or group of persons who
is known to the Company to be the beneficial owner of more than
5% of the Company's Common Stock. Other than as disclosed
below, management knows of no person who beneficially owned more
than 5% of the Common Stock at March 3, 2000.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF SHARES OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) COMMON STOCK OUTSTANDING
-------------------- ------------------------ ------------------------
<S> <C> <C>
CKF Bancorp, Inc. 75,766 (2) 9.46%
Employee Stock Ownership Plan and Trust
340 West Main Street
Danville, Kentucky 40422
CKF Bancorp, Inc. 59,600 (3) 7.44
Incentive Plan Trust
340 West Main Street
Danville, Kentucky 40422
John H. Stigall
Central Kentucky Federal Savings Bank 52,978 (4) 6.54
340 West Main Street
Danville, Kentucky 40422
Thomas R. Poland 41,886 (5) 5.23
514 Maple Avenue
Danville, Kentucky 40422
W. Irvine Fox 40,900 (6) 5.09
One Charleston Greene
Danville, Kentucky 40422
<FN>
_________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of the
Common Stock if he or she has or shares voting or investment power with
respect to such security, or has a right to acquire beneficial ownership at
any time within 60 days from March 3, 2000. As used herein, "voting power"
is the power to vote or direct the voting of shares and "investment power" is
the power to dispose or direct the disposition of shares. Except as otherwise
noted, ownership is direct and the named individuals and group exercise sole
voting and investment power over the shares of the Common Stock.
(2) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is repaid.
The Employee Stock Ownership Plan ("ESOP") trustees, currently Directors Fox
and Bosley and Director Emeritus J.T. Goggans, vote all allocated shares in
accordance with instructions of the participants. Unallocated shares and
shares for which no instructions have been received are voted by the ESOP
trustees in the same ratio as participants direct the voting of allocated
shares or, in the absence of such direction, in the ESOP trustees' best
judgment. As of March 9, 2000, approximately 27,535 shares had been
allocated. The ESOP trustees share dispositive power over all shares held by
the ESOP trust.
(3) Directors Fox and Bosley and Director Emeritus Goggans share dispositive power
over the shares held in the Incentive Plan Trust. Such shares are voted as
directed by the Company's Board of Directors.
(4) Includes 8,000 shares that Mr. Stigall has the right to acquire upon the
exercise of options exercisable within 60 days of March 3, 2000.
(5) Mr. Poland has sole voting and dispositive power with respect to 10,675 shares
and shares voting and dispositve power with his wife, Bettie T. Poland, with
respect to 31,211 shares.
(6) Includes 2,700 shares that Mr. Fox has the right to acquire upon the exercise
of options exercisable within 60 days of March 3, 2000. Does not include
75,766 shares held by the ESOP trust or 59,600 shares held by the Incentive
Plan Trust, over which shares Mr. Fox shares voting and dispositive power.
</FN>
</TABLE>
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<PAGE>
<PAGE>
The following table sets forth information regarding the
shares of Common Stock beneficially owned as of March 3, 2000 by
each director of the Company and by all directors and executive
officers as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED PERCENT
NAME AND POSITION AT MARCH 3, 1999 (1) OF CLASS
----------------- ----------------------- --------
<S> <C> <C>
W. Irvine Fox, Chairman of the Board 40,900 5.09%
John H. Stigall, President, Chief
Executive Officer and Director 52,978 6.54
Jack L. Bosley, Jr., Director 15,700 1.95
W. Banks Hudson, III, Director 23,200 2.89
William H. Johnson, Senior Vice President,
Secretary and Director 3,980 .50
Yvonne Y. Morley, Director 1,800 .22
Warren O. Nash, Director 5,768 .72
All directors and executive officers of
the Company, as a group (8 persons) 165,752 20.05
<FN>
__________
(1) For the definition of "beneficial ownership," see footnote 1 to the table
above. Includes certain shares of Common Stock owned by businesses in which
the executive officer or director is an executive officer or major
stockholder, or by spouses, by immediate family members or as a custodian or
trustee, or by spouses as a custodian or trustee, over which shares such
executive officer or director effectively exercises sole or shared voting
and/or investment power. Does not include 48,231 unallocated shares held by
the ESOP trust, the voting of which is directed by the ESOP trustees in the
same proportion as ESOP participants vote allocated stock or, in the absence
of such direction, as directed by the Board of Directors. Does not include
59,600 shares held by the Incentive Plan Trust, over which shares Directors
Fox and Bosley and Director Emeritus Goggans share dispositive power and over
which shares all directors share voting power. The amounts shown include
2,700, 8,000, 3,200, 3,200, 400, 800, 1,600 and 26,300 shares of Common Stock
as to which stock options have been granted to Directors Fox, Stigall, Bosley,
Hudson, Johnson, Morley and Nash and all executive officers and directors as
a group, respectively, which options are exercisable within 60 days of March
3, 2000.
</FN>
</TABLE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is currently composed of
seven members. The Company's Certificate of Incorporation
requires that directors be divided into three classes, as nearly
equal in number as possible, the members of each class to serve
for a term of three years and until their successors are elected
and qualified, with approximately one-third of the directors
elected each year. The Board of Directors has nominated for
election as directors W. Banks Hudson, III and William H.
Johnson both of whom are currently members of the Board, to each
serve for three years and until their successors are elected and
qualified. Under Delaware law, directors are elected by a
plurality of the votes present in person or by proxy and
entitled to vote on the election of directors.
It is intended that the persons named in the proxies solicited
by the Board of Directors will be voted for the election of the
named nominees. If any nominee is unable to serve, the shares
represented by all properly executed proxies which have not been
revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board of
Directors may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS
DIRECTORS OF ALL OF THE NOMINEES LISTED BELOW.
The following table sets forth, for each nominee and each
continuing director, his or her name, age as of the Record Date,
the year he or she first became a director of the Company's
principal subsidiary, Central Kentucky Federal,
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<PAGE>
<PAGE>
and the expiration of his or her current term as a director of
the Company. All such persons, other than Ms. Morley and Mr.
Johnson, were initially appointed as directors of the Company in
August 1994 in connection with the incorporation and
organization of the Company. Each director of the Company is
also a member of the Board of Directors of the Bank. There are
no arrangements or understandings between the Company and any
director or nominee pursuant to which such person has been
selected as a director or nominee for director of the Company,
and no director or nominee is related to any other director,
nominee or executive officer by blood, marriage or adoption.
<TABLE>
<CAPTION>
YEAR FIRST
AGE ELECTED CURRENT
AS OF THE DIRECTOR TERM
NAME RECORD DATE OF THE BANK TO EXPIRE
---- ----------- ----------- ---------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
W. Banks Hudson, III 52 1981 2000
William H. Johnson 49 1999 2000
DIRECTORS CONTINUING IN OFFICE
W. Irvine Fox, Jr. 64 1970 2001
Warren O. Nash 65 1986 2001
John H. Stigall 56 1979 2001
Jack L. Bosley, Jr. 49 1984 2002
Yvonne Y. Morley 43 1998 2002
</TABLE>
The principal occupation of each director of the Company for
the last five years is set forth below.
W. BANKS HUDSON III is an attorney at law with a general
civil legal practice in Danville, Kentucky. Mr. Hudson serves
or has served on the Board of Directors of the Boyle County
Industrial Foundation, the Danville-Boyle County Chamber of
Commerce, Junior Achievement, Bluegrass Regional Mental Health
Board, Heart of Danville, Inc. (Main Street Program), of which
he was Vice President, and the executive committee of the
Community Development Council (CDC). He is also a member of the
Danville Rotary Club, has previously served as a director, and
is currently chairman of its Classification/Membership
Committee. He has been a Deacon, Elder and Chairman of a Pastor
Search Committee of the Presbyterian Church of Danville.
WILLIAM H. JOHNSON joined the Bank as Senior Vice President
in September 1998 and was named Secretary in April 1999. Prior
to that he served for 16 years as Vice President and Regional
Manager of Great Financial Bank, F.S.B., and Managing Officer of
Commonwealth First Federal Savings and Loan Association,
Danville, Kentucky, for seven years. He is a member of the
Rotary Club, past member of the Board of Directors of the
Danville County Club and a member of the Lexington Avenue
Baptist Church.
W. IRVINE FOX, JR., Chairman of the Board since 1995, is a
developer and a certified residential real property appraiser.
He is also a retired Colonel with service in the United States
Army and Kentucky Army National Guard. Mr. Fox is an Elder of
the Presbyterian Church of Danville. He has served as past
chairman of the Danville-Boyle County Chamber of Commerce and
the Ephraim McDowell Regional Medical Center Board of Trustees.
He has also served as past president of the Kiwanis Club of
Danville and the Salvation Army Advisory Board.
<PAGE>
WARREN O. NASH is a self-employed doctor of veterinary
medicine in Danville, Kentucky.
JOHN H. STIGALL has been employed by the Bank since 1971,
first serving as Assistant Secretary. From 1972 until 1979 he
served in the position of Secretary. From 1979 until 1994 he
served as Executive Vice President and Chief Executive Officer.
He was elected to serve as President and Chief Executive Officer
on July 12, 1994. He has served
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<PAGE>
<PAGE>
on the board as Chairman and Treasurer of the Kentucky League of
Savings Institutions. He is currently a member of the Board of
Directors of the Kentucky Bankers Association and of Intrieve,
Inc., Director and Chairman of the Board of the Danville-Boyle
County Industrial Foundation, Director of the McClure-Barbee
House Foundation, Member of the Board of Directors and Treasurer
of A Children's Place, a past Member of the Advisory Board of
the Salvation Army, past President and Director of the Heart of
Kentucky United Way, past President of the Chamber of Commerce,
and past Finance Chairman of the Wilderness Trail District Boy
Scouts of America. He received the Outstanding Citizen Award
from the Chamber of Commerce in January 1993. He is a member of
the Presbyterian Church of Danville where he now serves as
Chairman of the Investment Committee. He has, in the past,
served as Deacon, Trustee and Treasurer of this Church.
JACK L. BOSLEY, JR. is a farmer and a certified residential
real property appraiser.
YVONNE Y. MORLEY is the Executive Assistant to the President
and Assistant Secretary of the Board of Trustees of Centre
College, Danville, Kentucky. From October 1993 to October 1997,
she was Assistant to the President for External Affairs at
Centre College. Before joining Centre College, she was the
Executive Director of the Heart of Danville Main Street Program
in Danville, Kentucky, for five years. Ms. Morley serves on the
Board of Directors of the Danville-Boyle County Chapter of the
University of Kentucky Alumni Association, the Heart of Danville
Main Street Program, the Danville-Boyle County Community
Development Council, the McClure-Barbee House Foundation and is
also a 1991 graduate of the Danville-Boyle County Chamber of
Commerce Leadership Program. She is a member of the SS Peter
and Paul Catholic Church.
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
Set forth below is information concerning the executive
officer of the Company who is not a director.
ANN L. HOOKS, 55, is Vice President and Treasurer of the
Bank. She first worked for the Bank from 1967 through 1972,
rejoined the Bank in 1974, and has served in her present
capacity since 1986. Ms. Hooks is a member of the Gethsemane
Baptist Church.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board. The members of the Company's
Board of Directors are also members of the Bank's Board of
Directors. The Board of Directors of the Company meets
quarterly and may have additional special meetings. The
Company's Board of Directors met eight times during the year
ended December 31, 1999. No director attended fewer than 75% of
the total number of Board meetings held during the year ended
December 31, 1999 and the total number of meetings held by
committees on which such director served during such fiscal
year. The Company's Board of Directors has standing Executive,
Nominating, Audit and Compensation and Benefits Committees.
The Company's Nominating Committee consists of three
directors appointed annually by the Chairman of the Board to
nominate persons for election as directors at the Company's
Annual Meeting. Directors Hudson, Bosley and Stigall served on
such committee for purposes of nominations for the Annual
Meeting. The Nominating Committee met two times during the
fiscal year ended December 31, 1999. While the Board of
Directors will consider nominees recommended by stockholders, it
has not actively solicited recommendations from the Company's
stockholders for nominees nor, subject to the procedural
requirements set forth in the Company's Certificate of
Incorporation and Bylaws, established any procedures for this
purpose. The Company's Certificate of Incorporation sets
forth procedures that must be followed by stockholders seeking
to make nominations for directors. In order for a stockholder
of the Company to make any nominations, he or she must give
written notice thereof to the Secretary of the Company not less
than thirty days nor more than sixty days prior to the date of
any such meeting; provided, however, that if less than forty
days'
-5-
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<PAGE>
notice of the meeting is given to stockholders, such written
notice shall be delivered or mailed, as prescribed, to the
Secretary of the Company not later than the close of business on
the tenth day following the day on which notice of the meeting
was mailed to stockholders. Each such notice given by a
stockholder with respect to nominations for the election of
directors must set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each
such nominee; and (iii) the number of shares of stock of the
Company which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination must promptly
provide any other information reasonably requested by the
Company.
The Company's non-employee Directors also act as the
Company's Audit Committee. The members of the Audit Committee
are Directors Fox, Bosley, Hudson, Nash and Morley. In its
capacity as such, the Board meets once a year to examine and
approve the audit report prepared by the independent auditors of
the Company, to review the independent auditors to be engaged by
the Company, to review the internal audit function and internal
accounting controls, and to review and approve conflict of
interest and ethics policies. The Board also meets as needed in
such capacity with the Company's independent auditors to review
the Company's accounting and financial reporting policies and
practices. The Committee met once during the year ended
December 31, 1999.
The Bank Compensation and Benefits Committee, consisting of
Directors Fox, Nash and Stigall, meets periodically to evaluate
the compensation and benefits of the directors, officers and
employees and recommend changes and to evaluate employee morale.
Directors Fox and Bosley, along with Director Emeritus Goggans,
also serve as the Stock Option Committee for the Company's 1995
Stock Option and Incentive Plan and as trustees for the ESOP and
the Incentive Plan Trust. The Compensation and Benefits
Committee of the Bank met two times during the year ended
December 31, 1999.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
The members of the Board of Directors of the Company
generally do not receive a fee in their capacity as such.
However, they receive compensation in their separate capacities
as members of the Board of Directors of the Bank. Nonemployee
Directors of the Bank receive fees of $800 per month and do not
receive any fees for service on committees of the Board of
Directors. The Chairman of the Board receives an additional
$450 per month. Directors who are officers do not receive fees
for service as directors. During fiscal year 1999, directors'
fees totaled $53,200. Directors are eligible to participate in
the Central Kentucky Federal Savings Bank Deferred Compensation
Plan (the "Deferred Compensation Plan"), the Director Retirement
Plan and the Company's 1995 Stock Option and Incentive Plan,
each of which is further described below.
DEFERRED COMPENSATION PLAN. The Bank's Board of Directors
has established a deferred compensation plan (the "Deferred
Compensation Plan") for the exclusive benefit of members of the
Bank's Board of Directors and the President of the Bank.
Pursuant to the terms of the Deferred Compensation Plan,
directors may elect to defer the receipt of all or part of their
future fees, and the Bank's President may elect to defer receipt
of up to 25% of his or her future compensation. Deferred
amounts will be credited quarterly to a bookkeeping account in
the participant's name, which will also be credited with the
investment return which would have resulted if such deferred
amounts had been invested at the Bank's highest annual rate of
interest on certificates of deposit, regardless of their term.
Participants may cease future deferrals any time. Changes in
participant elections generally become effective only as of the
following January 1st, except that elections designating a
beneficiary or ceasing future contributions will be given
immediate effect.
A participant may elect to have the amounts deferred and any
related accumulated earnings thereon distributed beginning
during the first 15 days of January of either the calendar year
immediately following termination of employment, a specific date
following employment not later than the year in which the
participant will attain 72 years of age, or the year in which
the participant attains 70 years of age. At the election of the
participants, distributions will either be in a lump sum or
monthly over a period of not more than 10 years. Participants
may change elections as to
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<PAGE>
the timing or form of distributions only with respect to
subsequently deferred compensation. The Bank will pay any
benefits due under the Deferred Compensation Plan from the
general assets of the Bank.
DIRECTOR RETIREMENT PLAN. The Bank adopted, and the
stockholders of the Company subsequently approved, a retirement
plan (the "Director Retirement Plan") which became effective as
of January 1, 1994. Each of the non-employee Directors of the
Company is also a Director of the Bank and is therefore a
participant in the Director Retirement Plan. Under the Director
Retirement Plan, a participant who terminates service with the
Bank's Board of Directors for any reason other than death will
receive a lump sum payment equal to the product of (i) his or
her "Benefit Percentage," (ii) his or her "Vested Percentage,"
and (iii) 75% of the amount of the monthly fee he or she
received for service on the Board during the calendar year
preceding his or her retirement. A participant's "Benefit
Percentage" is based on his or her overall years of service as a
non-employee director of the Bank, and increases in increments
of 25% from 0% for less than five years of service, to 25% for
five to ten years of service, to 50% for eleven to fifteen years
of service, to 75% for sixteen to nineteen years of service, to
100% for twenty or more years of service; provided that a
participant's Benefit Percentage accelerates to 100% upon
his or her retirement at age 70 with 15 or more years of
service. A participant's "Vested Percentage" equals 20% if the
participant was serving on the Board on the date of the
Conversion and increases by 20% at the end of each year
following the Bank's conversion to stock form (the
"Conversion"). Benefit payments will be made from the Bank's
general assets, although the Bank may establish a grantor trust
in order to provide itself with a source from which benefits may
be paid.
In the event that a participant in the Director Retirement
Plan dies before collecting any retirement benefits, the Bank
will pay to the participant's estate a lump sum payment in an
amount equal to 50% of the benefit that the participant would
have received had the participant terminated service on the
Board of Directors on the date of his death. In the event a
participant terminates service on the Bank's Board of Director
due to a "disability" or following a "change in control" (as
each such term is defined in the Director Retirement Plan) of
either the Company or the Bank, the participant's Vested
Percentage shall become 100% and the participant shall be
entitled to a lump sum payment of his or her retirement
benefits. Although the "change of control" provision is
included in the Director Retirement Plan primarily for the
protection of participants in the event of such a "change in
control," it may also be regarded as having an anti-takeover
effect, which may reduce the vulnerability of the Company and
the Bank to hostile takeover attempts and certain other
transactions not negotiated with and approved by the Board of
Directors. During the year ended December 31, 1999, the Bank
accrued $25,838 for the benefit of Director J.T. Goggans, who
retired during the year. No other amounts were accrued under
this plan during the year ended December 31, 1999.
1995 STOCK OPTION AND INCENTIVE PLAN. The Company adopted,
and the stockholders subsequently approved, the Company's 1995
Stock Option and Incentive Plan (the "Option Plan"). During
the year ended December 31, 1999, no options were issued under
this plan to directors.
-7-
<PAGE>
<PAGE>
________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
________________________________________________________________
SUMMARY COMPENSATION TABLE. The following table sets forth
the cash and noncash compensation years awarded to or earned by
the Chief Executive Officer for the fiscal years ended December
31, 1999, 1998 and 1997. No executive officer received a total
salary and bonus in excess of $100,000 during fiscal year 1999,
1998 or 1997.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
NAME AND ----------------------------------- SECURITIES
PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION
-------- ------ --------- ------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John H. Stigall 1999 $85,020 $ -- $1,200 -- $ 691 (2)
President and Chief 1998 82,200 -- 1,200 -- 1,233
Executive Officer 1997 80,040 -- 1,200 -- 600
<FN>
_______________
(1) Executive officers of the Bank receive indirect compensation in the form of certain perquisites and
other personal benefits. The amount of such benefits received by the named executive officer in
fiscal years 1999, 1998 and 1997 did not exceed 10% of the executive officer's salary during such
year.
(2) Consists of matching contributions under the Bank's 401(k) plan.
</FN>
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES. The following table sets forth for the named
executive officer the fiscal year-end value of unexercised
"in-the-money" options. No options were granted to the named
executive officer during the year ended December 31, 1999, and
the named executive officer did not exercise any options during
the year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
John H. Stigall 8,000/4,000 $11,040/$5,520
<FN>
_____________
(1) Based on the aggregate fair market value of the shares of Common Stock
underlying the options at December 31, 1999 less the aggregate exercise
price. For purposes of this calculation, the fair market value per share
of the Common Stock at fiscal year end is assumed to be equal to the closing
sale price on December 31, 1999 or, if not on such date, then the
immediately preceding date on which such price was available ($14.50 per
share). Unexercised options are considered "in-the-money" if the exercise
price is less than fair market value of the underlying Common Stock.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS. The Company and the Bank have
entered into separate employment agreements (the "Employment
Agreements") with Mr. John H. Stigall (the "Executive"), who
serves as President and Chief Executive Officer of the Bank and
of the Company. In such capacities, the Executive is
responsible for overseeing all operations of the Bank and the
Company, and for implementing the policies adopted by the Boards
of Directors. Such Boards believe that the Employment
Agreements assure fair treatment of the Executive in relation to
his career with the Company and the Bank by assuring him of some
financial security.
The Employment Agreements has a term expiring on December
29, 2001 with an annual base salary payable by the Bank and with
the Company guaranteeing the Bank's obligations but not agreeing
to pay the Employee any other
-8-
<PAGE>
<PAGE>
compensation. Each Employment Agreement provides the Executive
with a salary review by the Board of Directors not less often
than annually, as well as with inclusion in any discretionary
bonus plans, retirement and medical plans, customary fringe
benefits and vacation and sick leave. The Employment Agreement
will terminate upon the Executive's death and is terminable by
the Bank in the event of the Executive's death or for "just
cause" as defined in the Employment Agreements. In the
event of termination for just cause, no severance benefits are
available. If the Company or the Bank terminates the Executive
without just cause, the Executive will be entitled to a
continuation of his salary and benefits from the date of
termination through the remaining term of the Employment
Agreement plus an additional 12-month period (but not in excess
of his five years' average compensation). If his employment is
terminated due to "disability" (as defined in the Employment
Agreement), the Executive's right to compensation ceases on the
day of termination. In the event of the Executive's death
during the term of the Employment Agreement, his estate will be
entitled to receive his salary through the end of the month of
the Executive's death. Severance benefits payable to the
Executive or to his estate will be paid in a lump sum or in
installments, as he (or his estate) elects. The Executive is
able to voluntarily terminate his Employment Agreement by
providing 60 days' written notice to the Boards of Directors of
the Bank and the Company, in which case the Executive is
entitled to receive only his compensation, vested rights and
benefits up to the date of termination.
The Employment Agreements contain provisions stating that
in the event of the Executive's involuntary termination of
employment in connection with, or within one year after, any
change in control of the Bank or the Company, other than for
"just cause," the Executive will be paid within 10 days of such
termination an amount equal to the difference between (i) 2.99
times his "base amount," as defined in Section 280G(b)(3) of the
Code, and (ii) the sum of any other parachute payments, as
defined under Section 280G(b)(2) of the Code, that the Executive
receives on account of the change in control. "Control"
generally is defined, by reference to the Director Retirement
Plan, as the acquisition, by any person or entity, of the
ownership or power to vote more than 25% of the Bank's or
Company's voting stock, the control of the election of a
majority of the Bank's or the Company's directors, or the
exercise of a controlling influence over the management or
policies of the Bank or the Company. In addition, under the
Employment Agreement, a change in control occurs when, during
any consecutive two-year period, directors of the Company or the
Bank at the beginning of such period cease to constitute
two-thirds of the Board of Directors of the Company or the Bank,
unless the election of replacement directors was approved by a
two-thirds vote of the initial directors then in office. The
Employment Agreement with the Bank provides that within 5
business days of a change in control, the Bank shall fund, or
cause to be funded, a trust in the amount of 2.99 times the
Executive's base amount, that will be used to pay the Executive
amounts owned to him upon termination other than for just cause
within one year of the change in control. The amount to be paid
to the Executive from this trust upon his termination is
determined according to the procedures outlined in the
Employment Agreement with the Bank, and any money not paid to
the Executive is returned to the Bank. The Employment
Agreements also provide for a similar lump sum payment to be
made in the event of the Executive's voluntary termination of
employment within one year following a change in control, upon
the occurrence, or within 90 days thereafter, of certain
specified events following the change in control, which have not
been consented to in writing by the Executive, including (i) the
requirement that the Executive move his personal residence or
perform his principal executive functions more than 35 miles
from the Bank's current primary office, (ii) a material
reduction in the Executive's base compensation as then in
effect, (iii) the failure of the Company or the Bank to maintain
existing or substantially similar employee benefit plans,
including material vacation, fringe benefits, stock option and
retirement plans, (iv) the assignment to the Executive
of duties and responsibilities which are materially different
from other than those normally associated with his position with
the Bank, (v) a material reduction in the Executive's authority
and responsibility, and (vi) the failure to re-elect the
Executive to the Company's or the Bank's Board of Directors.
The aggregate payments that would be made to Mr. Stigall
assuming his termination of employment under the foregoing
circumstances at December 31, 1999 would have been approximately
$226,309. These provisions may have an anti-takeover effect by
making it more expensive for a potential acquiror to obtain
control of the Company. In the event that the Executive
prevails over the Company and the Bank in a legal dispute as to
the Employment Agreement, he will be reimbursed for his legal
and other expenses.
-9-
<PAGE>
<PAGE>
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
The Bank offers loans to its directors and executive
officers. These loans were made in the ordinary course of
business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve
more than the normal risk of collectibility or present other
unfavorable features. Under current law, the Bank's loans to
directors and executive officers are required to be made on
substantially the same terms, including interest rates, as those
prevailing for comparable transactions with other persons and
must not involve more than the normal risk of repayment or
present other unfavorable features. Furthermore, all loans to
such persons must be approved in advance by a disinterested
majority of the Bank's Board of Directors. At December 31,
1999, loans to directors and executive officers and their
affiliates totaled $500,000, or 4.0% of the Company's
stockholders' equity, at that date.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this Proxy Statement and matters incident to the
conduct of the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of
the Board of Directors.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Miller, Mayer, Sullivan & Stevens, LLP, which was the
Bank's independent auditors for the 1999 fiscal year, has been
retained by the Board of Directors to be the Company's
independent auditors for the 2000 fiscal year. A representative
of Miller, Mayer, Sullivan & Stevens, LLP is expected to be
present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if
he so desires.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who
beneficially own more than ten percent of the Common Stock
("Reporting Persons") are required to file reports detailing
their ownership and changes of ownership in the Common Stock and
to furnish the Company with copies of all such ownership reports
that are filed. Based solely on the Company's review of the
copies of such ownership reports which is has received in the
past fiscal year or with respect to the past fiscal year, or
written representations from the Reporting Person that no annual
report of changes in beneficial ownership were required, the
Company believes that during fiscal year 1999 all Reporting
Persons have complied with these reporting requirements.
<PAGE>
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's 1999 Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy
-10-
<PAGE>
<PAGE>
of such Annual Report may obtain a copy by writing to the
Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as
having been incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
Under the Company's Certificate of Incorporation,
stockholder proposals must be submitted in writing to the
Secretary of the Company at the address stated later in this
paragraph no less than 30 days nor more than 60 days prior to
the date of such meeting; provided, however, that if less than
forty days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, to
the Secretary of the Company not later than the close of
business on the tenth day following the day on which notice of
the meeting was mailed to stockholders. For consideration at
the Annual Meeting, a stockholder proposal must be delivered or
mailed to the Company's Secretary no later than March 27, 2000.
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's executive office at 340 West
Main Street, Danville, Kentucky 40422 no later than November 17,
2000. Any such proposals shall be subject to the requirements
of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William H. Johnson
William H. Johnson
Secretary
Danville, Kentucky
March 17, 2000
-11-
<PAGE>
<PAGE>
REVOCABLE PROXY
CKF BANCORP, INC.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
________________________________________________________________
The undersigned hereby appoints Jack L. Bosley, Jr., Warren
O. Nash and Yvonne Y. Morley with full powers of substitution,
to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of CKF Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held at Central
Kentucky Federal Savings Bank, 340 West Main Street, Danville,
Kentucky on Tuesday, April 18, 2000 at 4:00 p.m., local time,
and at any and all adjournments thereof, as indicated below and
in accordance with the determination of a majority of the Board
of Directors with respect to other matters which come before the
Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
W. Banks Hudson, III
William H. Johnson
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S NAME ON
THE LINE PROVIDED BELOW.
_______________________________
The Board of Directors recommends a vote "FOR" each of the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS.
AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Annual
Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect. The undersigned
hereby revokes any and all proxies heretofore given with respect
to the shares of Common Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior to
the execution of this proxy of a Notice of Annual Meeting, the
Company's Proxy Statement for the Annual Meeting and an Annual
Report for the 1999 fiscal year.
Dated:__________________________, 2000
___________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
___________________________ ___________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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