<PAGE>
<PAGE>
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 Subsection 240.14a-11(c) or
Subsection 240.14a-12
KENTUCKY FIRST BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
KENTUCKY FIRST BANCORP, INC.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] 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>
October 2, 1996
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Kentucky First Bancorp, Inc. to be held at the
main office of First Federal Savings Bank, 306 North Main Street,
Cynthiana, Kentucky on Wednesday, November 6, 1996 at 4:30 p.m.,
local time. Your Board of Directors and Management look forward
to personally greeting those stockholders able to attend.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company as well as
representatives of Grant Thornton, LLP, the Company's independent
auditors, will be present to respond to any questions the
stockholders may have.
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. Your vote is important, regardless of the number
of shares you own. 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. On behalf of your Board of
Directors, thank you for your interest and support.
Sincerely,
/s/ Betty J. Long
Betty J. Long
President<PAGE>
<PAGE>
_________________________________________________________________
KENTUCKY FIRST BANCORP, INC.
306 NORTH MAIN STREET
CYNTHIANA, KENTUCKY 41031-1210
(606) 234-1440
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 6, 1996
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of Kentucky First Bancorp, Inc. (the
"Company"), will be held at the main office of First Federal
Savings Bank, 306 North Main Street, Cynthiana, Kentucky at 4:30
p.m. on Wednesday, November 6, 1996.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The 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 Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 18, 1996, are the stockholders entitled to
notice of and to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin R. Tolle
KEVIN R. TOLLE
SECRETARY
Cynthiana, Kentucky
October 2, 1996
_________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. PLEASE ACT PROMPTLY.
_________________________________________________________________
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
KENTUCKY FIRST BANCORP, INC.
306 NORTH MAIN STREET
CYNTHIANA, KENTUCKY 41031-1210
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 1996
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Kentucky
First Bancorp, Inc. (the "Company") to be used at the Annual
Meeting of Stockholders of the Company (the "Meeting") which will
be held at the main office of First Federal Savings Bank, 306
North Main Street, Cynthiana, Kentucky on Wednesday, November 6,
1996, at 4:30 p.m., local time. The accompanying notice of
meeting and this Proxy Statement are being first mailed to
stockholders on or about October 2, 1996.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to the Secre-
tary of the Company, at the address shown above, by filing of a
later dated proxy prior to a vote being taken on a particular
proposal at the Meeting or by attending the Meeting and voting in
person. 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 DIRECTOR SET FORTH BELOW AND IN FAVOR
OF EACH OF THE OTHER PROPOSALS SET FORTH IN THIS PROXY STATEMENT
TO BE CONSIDERED AT THE MEETING. 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 matters
incident to the conduct of the Meeting. Proxies marked as
abstentions, and shares held in street name which have been
designated by brokers on proxies as not voted, will not be
counted as votes cast. Proxies marked as abstentions or as
broker non-votes will, however, be treated as shares present for
purposes of determining whether a quorum is present.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
The securities entitled to notice of and to vote at the
Meeting consist of the Company's common stock, par value $.01 per
share (the "Common Stock"). Stockholders of record as of the
close of business on September 18, 1996 (the "Record Date"), are
entitled to one vote for each share of Common Stock then held.
As of the Record Date, there were 1,388,625 shares of Common
Stock issued and outstanding. The presence, in person or by
proxy, of at least one-third of the total number of shares of
Common Stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934 with
the Company and the Securities and Exchange Commission ("SEC").
Based on such reports (and certain other written information
received by the Company), management knows of no persons other
than those set forth below who owned more than 5% of the
outstanding shares of Common Stock as of the Record Date. The
following table sets forth, as of the Record Date, certain
information as to those persons who were the beneficial owners of
more than five percent (5%) of<PAGE>
<PAGE>
the Company's outstanding shares of Common Stock, the shares
beneficially owned by the Company's Chief Executive Officer and
the shares of Common Stock beneficially owned by all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF SHARES OF
OF CERTAIN BENEFICIAL COMMON STOCK
BENEFICIAL OWNERS OWNERSHIP(1) OUTSTANDING
- ------------------ --------- ------------
<S> <C> <C>
Kentucky First Bancorp, Inc. 111,090 (2) 8.0%
Employee Stock Ownership Plan
306 North Main Street
Cynthiana, Kentucky 41031-1210
Betty J. Long 11,012 (3) 0.79%
All Executive Officers and Directors 123,189 8.87%
as a Group (11 persons)
<FN>
___________
(1) Includes all shares held directly as well as by spouses or
as custodian or trustee for minor children, and shares held
by a group acting in concert, over which shares the named
individuals effectively exercise sole voting and investment
power, or for a group acting in concert, share voting and
investment power.
(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 ESOP trustees,
currently Directors Wilson, Midden and Rees, vote all
allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no
instructions have been received generally 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, as directed by the Company's Board of Directors.
(3) Includes 8,300 shares held for the benefit of Ms. Long by
the First Federal Savings Bank Thrift 401(k) Profit Sharing
Plan (the "401(k) Plan").
</FN>
</TABLE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors is composed of eight
members. The Company's Certificate of Incorporation requires
that directors be divided into three classes, as nearly equal in
number as possible, each class to serve for a three year period,
with approximately one-third of the directors elected each year.
The Board of Directors has nominated William D. Morris and G.
Bernard Midden, Jr., each of whom are currently members of the
Board, to serve as directors for a three-year period.
If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of
the Board may be reduced to eliminate the vacancy. At this time,
the Board knows of no reason why any nominee might be unavailable
to serve.
Under the Company's Bylaws, directors shall be elected by a
plurality of the votes of the shares present in person or by
proxy at the Meeting. Votes which are not cast at the Meeting,
either because of abstentions or broker non-votes, are not
considered in determining the number of votes which have been
cast for or against the election of a nominee.
Unless otherwise specified on the proxy, it is intended that
the persons named in the proxies solicited by the Board will vote
for the election of the named nominees.
2<PAGE>
<PAGE>
The following table sets forth the names of the Board's
nominees for election as directors of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he or she first became a director of the
Company's wholly owned subsidiary, First Federal Savings Bank
(the "Bank" or "First Federal"), the expiration of his or her
term as a director, and the number and percentage of shares of
the Common Stock beneficially owned. All of the individuals were
initially appointed as director of the Company in 1995 in
connection with the Company's incorporation.
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Elected as Current Beneficially
Age at Director of Term Owned at the Percent
Name Record Date the Bank to Expire Record Date(1) of Class
- ------------------------------------------------------------------------------------
BOARD NOMINEE FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C> <C> <C>
William D. Morris 72 1963 1996 16,200 (2) 1.17%
G. Bernard Midden, Jr. 71 1978 1996 10,000 0.72%
DIRECTORS CONTINUING IN OFFICE
Luther O. Beckett 72 1968 1997 10,000 0.72%
Diane Ritchie 47 1987 1997 23,850 1.72%
John Swinford 64 1968 1997 11,000 0.79%
Betty J. Long 49 1995 1998 11,012 (3) 0.79%
Milton G. Rees 65 1968 1998 15,025 (4) 1.08%
Wilbur H. Wilson 58 1980 1998 19,413 (5) 1.40%
<FN>
______________
(1) Includes stock held in joint tenancy; stock owned as
tenants in common; stock owned or held by a spouse or other
member of the individual's household; stock allocated
through certain employee benefit plans of the Company; and
stock in which the individual either has or shares voting
and/or investment power. Each person or relative of such
person whose shares are included herein exercises sole or
shared voting and dispositive power as to the shares
reported. Does not include shares with respect to which
Directors Wilson, Midden, and Rees have "voting power" by
virtue of their positions as trustees of the trust holding
111,090 shares under the Company's ESOP. The ESOP trustees
must vote all allocated shares held in the ESOP in
accordance with the instructions of the participants.
Unallocated shares and allocated shares for which no timely
direction is received are voted by the ESOP trustees in
proportion to the participant-directed voting of allocated
shares.
(2) Includes 1,000 shares held by spouse.
(3) Includes 8,300 shares held for the benefit of Ms. Long by
the 401(k) Plan.
(4) Includes 25 shares held by spouse.
(5) Includes 15,000 shares held by spouse.
</FN>
</TABLE>
3<PAGE>
<PAGE>
The principal occupation of each director of the Company for
the last five years is set forth below.
WILLIAM D. MORRIS has been retired since 1988 from his
position as a certified public accountant and a partner in the
firm of Morris, Ingram & Brunker in Cynthiana Kentucky. Mr.
Morris served as President of the Bank from January 1, 1987 until
December 31, 1993 and has served as Chairman of the Board since
that date. Mr. Morris also serves on the Board of Directors of
the Industrial Foundation and the Cynthiana Library Board. He is
a former Board member of the Cynthiana-Harrison County Community
Service Center and the Society for Retarded Citizens.
G. BERNARD MIDDEN, JR. has been retired since 1986. He is a
board member and president of Harrison County Water Association,
Past President of the Council for Burley Tobacco and past
Chairman of the Board of Harrison Memorial Hospital.
LUTHER O. BECKETT retired from his position as Executive
Vice President and Secretary of the Bank in June 1992, a position
he had held since 1967. Mr. Beckett currently serves as Vice
Chairman of the Board of Directors. Mr. Beckett resides at Route
1, Berry, Kentucky.
DIANE E. RITCHIE serves as Vice President, Branch Manager
and Marketing Officer of the Bank. Prior to becoming an officer
of the Bank in March 1996, she was a buyer for Grede Foundries, a
foundry based in Cynthiana, Kentucky for 24 years.
JOHN SWINFORD is an attorney with the law firm of Swinford &
Sims, P.S.C., based in Cynthiana, Kentucky. He serves on the
Board of Trustees of the Cynthiana/Harrison County Library.
Until May 1994, Mr. Swinford served on the board of directors of
The National Bank of Cynthiana.
BETTY J. LONG has served as President and Chief Executive
Officer of the Bank since May 1994 and has been a member of the
Board of Directors of the Bank since January 1995. Prior to
assuming her current position, Ms. Long served as Vice President
of the Bank from 1986 to 1994. She joined the Bank in 1965. Ms.
Long also serves as President of the Central Kentucky Savings and
Loan League.
MILTON G. REES retired in 1993. Prior to his retirement,
Mr. Rees was the owner and manager of Harrison Motor Co. in
Cynthiana, Kentucky.
WILBUR H. WILSON is a self-employed physician in Cynthiana,
Kentucky. Dr. Wilson is Past Chairman of the Board of the
Harrison County Health Department and Past Chairman of the Board
of the Wedco District Health Department.
_________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
_________________________________________________________________
The Board of Directors of the Company meets monthly and may
have additional special meetings. During the year ended June 30,
1996, the Board held 12 regular meetings. No director attended
fewer than 75% of the total number of Board meetings held during
the year ended June 30, 1996 and the total number of meetings
held by committees on which such director served during such
fiscal year.
The Company's Nominating Committee consists of three
directors appointed annually by the Board of Directors to
consider potential nominees to the Board of Directors.
The Company's Audit Committee consists of three directors
appointed annually by the Board of Directors. Prior to March
1996, Directors Morris, Ritchie and Swinford comprised the
Company's Audit Committee. In March 1996, Director Ritchie
became an officer of the Bank and was replaced on the Audit
Committee by Director Midden. The Audit Committee meets
periodically during the year to examine and approve the audit
report prepared by the
4<PAGE>
<PAGE>
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. The Committee
also meets as needed with the Company's independent auditors to
review the Company's accounting and financial reporting policies
and practices. The Audit Committee met six times during the year
ended June 30, 1996.
The Company's Salary Committee consisted of Directors
Beckett, Midden and Rees. In April 1996, the Board switched
committee assignments and Directors Morris, Swinford and Wilson
now serve on this committee. The Company's Salary Committee
meets on an as needed basis to review and designate compensation
levels for officers of the Company and the Bank. This Committee
met twice during fiscal year 1996.
_________________________________________________________________
EXECUTIVE COMPENSATION
_________________________________________________________________
Summary Compensation Table. The following table sets forth
cash and noncash compensation for each of the last three fiscal
years awarded to or earned by the Chief Executive Officer of the
Company and the Bank. No executive officer received salary and
bonus in excess of $100,000 during the fiscal year ended June 30,
1996.
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------
Awards
Annual Compensation -----------------------
Name and ------------------------------- Restricted Securities All
Principal Fiscal Other Annual Stock Underlying Other
Position Year Salary Bonus Compensation(1) Award(s)(2) Options Compensation
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ms. Betty J. Long 1996 $ 44,500 $1,750 $ 158 $169,236 (3) 34,715 $14,343 (4)
President and Chief 1995 38,400 6,400 5,144 -- -- --
Executive Officer (2) 1994 33,150 3,000 2,892 -- -- --
<FN>
____________
(1) "Other Annual Compensation" consists of contributions made
to the Bank's 401(k) Plan on behalf of Ms. Long to match
pre-tax deferral contributions (included under the "Salary"
column) made by Ms. Long to such plan.
(2) Calculated as the number of shares of restricted stock
awarded (13,886 shares) multiplied by the closing market
price of the Common Stock ($12.1875) on the date of grant.
(3) As of June 30, 1996, Ms. Long held 13,886 shares of
restricted Common Stock awarded under the Kentucky First
Bancorp, Inc. Management Recognition Plan ("MRP"). Such
shares had an aggregate value of $190,933 based on the
closing price of the Common Stock on June 30, 1996 ($13.75
per share). Such shares vest at the rate of 20% per year
from the date of award, subject to accelerated vesting upon
death or disability. Dividends are paid on such shares to
the extent paid on the Common Stock generally.
(4) Consists of contributions by the Company to Ms. Long's
account in the ESOP.
<FN>
</TABLE>
Option Year-end Value Table. The following table sets forth
information concerning the value of options held by the Chief
Executive Officer at June 30, 1996.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End (1)
---------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ms. Betty J. Long -- 34,715 $ -- $ 54,242
<FN>
______________
(1) Represents the difference between the fair market value of
the underlying shares of Common Stock at fiscal year-end
($13.75 per share) and the exercise price ($12.1875 per
share).
</FN>
</TABLE>
5<PAGE>
<PAGE>
Option Grants in Last Fiscal Year. The following table
contains information concerning the grants of stock options under
the Option Plan to the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (1) Fiscal Year Price Date
- ---- --------------- ------------- --------- -----------
<S> <C> <C> <C> <C>
Ms. Betty J. Long 34,715 35.71% $12.1875 4/2/06
<FN>
__________
(1) All options vest at the rate of 20% per year from the
effective date of grant, April 3, 1996.
</FN>
</TABLE>
Supplemental Executive Retirement Agreement. In order to
provide Ms. Betty J. Long with competitive retirement benefits,
and thereby to encourage her continuing service as the President
and Chief Executive Officer of the Bank, the Bank has entered
into a supplemental executive retirement agreement (the "SERA")
with Ms. Long effective January 1, 1995. Pursuant to the terms
of the SERA, upon Ms. Long's termination of employment with the
Bank, for any reasons other than "just cause" (as determined
under Ms. Long's employment agreement), she will be entitled to
receive annual payments from the Bank in an amount equal to the
product of (i) her "Vested Percentage" and 60% of her "Average
Annual Compensation," less (ii) her "Annual Offset Amount."
Under the SERA, "Vested Percentage" means 6.67% per calendar year
of Ms. Long's service with the Bank beginning January 1, 1995 (up
to a maximum Vested Percentage of 100%), "Average Annual
Compensation" means the average of Ms. Long's highest annual
compensation for three of the five calendar years preceding her
termination of employment, and "Annual Offset Amount" means the
annual amount that would be payable to Ms. Long if her accounts
under the Bank's tax-qualified retirement plans were paid to her
in substantially equal payments over the number of years for
which benefits are payable under the SERA, with such payments
deemed to commence upon termination of Ms. Long's employment.
Such annual payments shall be made for her life, with a 50%
benefit payable to her surviving spouse, if any.
In the event Ms. Long terminates employment due to
disability as determined under her employment agreement, Ms. Long
would receive annual payments for life in an amount per year
equal to 60% of her Average Annual Compensation, less her Annual
Offset Amount. In the event Ms. Long's spouse survives her, he
shall be entitled to receive 50% of the amount Ms. Long would
have received: (i) in the event benefit payments had commenced
prior to her death, had she survived to collect the full benefits
payable for her retirement or disability, or (ii) otherwise had
she retired on the date of her death, with a Vested Percentage
equal to 100%. Termination for just cause would result in her
forfeiture of all retirement benefits under the SERA. In the
event the Bank terminates Ms. Long's employment for other than
"just cause" or in the event of termination of employment in
connection with a change in control (as defined in the Option
Plan), then Ms. Long's Vested Percentage shall be deemed to be
100% (unless she had terminated employment before the change in
control), and the present value of the benefits payable to Ms.
Long would be paid in one lump sum within 10 days of termination
of employment or within 10 days following a change in control, if
earlier.
Employment Agreements. The Company and the Bank have each
entered into a separate employment agreement (the "Employment
Agreements"), with Ms. Betty J. Long, President and Chief
Executive Officer of the Bank and of the Company. In such
capacity, Ms. Long is responsible for overseeing all operations
of the Bank and the Company, and for implementing the policies
adopted by the Board of Directors. The Board of Directors
believe that the Employment Agreements assure fair treatment of
Ms. Long in relation to her career with the Company and the Bank.
6<PAGE>
<PAGE>
The Employment Agreements became effective on the date of
completion of the Conversion and provide for a term of three
years, with an annual base salary equal to her existing base
salary rate in effect on the date of Conversion. On each
anniversary date from the date of commencement of the Employment
Agreements, the term of her employment under the Employment
Agreements may be extended for an additional one-year period
beyond the then effective expiration date, upon an affirmative
determination by the Board of Directors that the performance of
Ms. Long has met the required performance standards and that such
Employment Agreements should be extended. The Employment
Agreements provide for 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 Ms. Long's death or
disability, and is terminable by the Bank for "just cause" as
defined in the Employment Agreements. In the event of
termination for just cause, Ms. Long will have no right to
receive compensation or benefits. If the Company or the Bank
terminates her without just cause, she will be entitled to a
continuation of her 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 applicable OTS limitations). If the Employment Agreements are
terminated due to Ms. Long's "disability" (as defined in the
Employment Agreements), she will be entitled to a continuation of
her salary and benefits through the date of such termination,
including any period prior to establishment of disability. In
the event of Ms. Long's death during the term of the Employment
Agreement, her estate will be entitled to receive his or her
salary through the end of the month of her death. Ms. Long may
voluntarily terminate her Employment Agreement by providing at
least 90 days' written notice to the Boards of Directors of the
Bank and the Company, in which case she would be entitled to
receive only her compensation, vested rights and benefits up to
the date of termination.
The Employment Agreements contain provisions stating that in
the event of Ms. Long's involuntary termination of employment in
connection with, or within 12 months after, any change in control
of the Bank or the Company, other than for "just cause," Ms. Long
will be paid within 10 days of such termination an amount equal
to the difference between (i) the product of 2.99 times his or
her "base amount," as defined in Section 280G(b)(3) of the
Internal Revenue Code, and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Internal
Revenue Code, that she receives on account of the change in
control. The Employment Agreements also provide for a similar
lump sum payment to be made in the event of Ms. Long'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 her, including (i) the
requirement that she perform her principal executive functions
more than 30 miles from the Bank's current primary office, (ii) a
reduction in her 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 of duties and responsibilities which are
other than those normally associated with her position with the
Bank, (v) a material reduction in the Employee's authority and
responsibility, (vi) the failure to elect or re-elect Ms. Long to
the Company's or the Bank's Board of Directors; and (vii) a
material reduction in her secretarial or other administrative
support. "Control" generally refers to 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 Agreements, 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 (the "Continuing Directors")
cease to constitute at least a majority of the Board of Directors
of the Company or the Bank, unless the election of replacement
directors was approved by at least a majority vote of the
Continuing Directors then in office. The Employment Agreements
with the Bank provide that within five business days before or
after a change in control which was not approved in advance by a
resolution of a majority of the Continuing Directors, the Bank
shall fund, or cause to be funded, a trust in the amount of 2.99
times Ms. Long's base amount, that will be used to pay amounts
owed her upon termination, other than for just cause, within 12
months of the change in control. The amount to be paid to Ms.
Long from this trust upon her termination is determined according
to the procedures outlined in her Employment Agreement with the
Bank, and any money not paid to her is returned to the Bank. The
aggregate payments that would be made to Ms. Long assuming her
termination of employment under the foregoing circumstances at
June 30, 1996 would have been approximately $108,000. These
provisions may have an anti-takeover effect by making it more
expensive for
7<PAGE>
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a potential acquiror to obtain control of the Company. In the
event that Ms. Long prevails over the Company and the Bank in a
legal dispute as to the Employment Agreement, she will be
reimbursed for her legal and other expenses.
_________________________________________________________________
DIRECTORS' COMPENSATION
_________________________________________________________________
The Company's directors receive fees of $200 per month. The
Bank's directors receive fees of $600 per monthly board meeting,
$50 per special meeting and committee meeting attended (with the
exception of the Chief Executive Officer and Vice President and
Director Ritchie who are not compensated for committee meetings).
William D. Morris, Chairman of the Board, is also paid a
consulting fee of $50 per hour for professional services to the
Bank.
Pursuant to the Kentucky First Bancorp, Inc. Stock Option
and Incentive Plan (the "Option Plan"), non-employee directors of
the Company received automatic grants of stock options in fiscal
year 1996. Each director who was not an employee on the
effective date of the Option Plan (Directors Beckett, Midden,
Morris, Rees, Swinford and Wilson) received options to purchase
6,943 shares of Common Stock at an exercise price equal to the
fair market value of the Common Stock on the date of grant
($12.1875 per share). All such options will expire on April 2,
2006. In addition, pursuant to the MRP, non-employee directors
each received a plan share award of 2,777 shares of restricted
Common Stock. Such shares vest at the rate of 20% per year from
the effective date of the award (April 3, 1996).
Director Retirement Plan. The Bank's Board of Directors has
adopted a retirement plan for its non-employee directors (the
"Directors' Plan"), effective January 1, 1995. A participant in
the Directors' Plan will receive a one-time payment following
termination of service on the Board in an amount equal to the
product of his or her "Benefit Percentage," his or her "Vested
Percentage," and $14,400. A participant's "Benefit Percentage"
is based on his or her overall years of service on the Board of
Directors of the Bank, and increases in increments of 33-1/3%
from 0% for less than five years of service, to 33-1/3% for six
to 12 years of service, to 66-2/3% for 13 to 19 years of service,
and to 100% for 20 or more years of service. A participant's
"Vested Percentage" equals 33-1/3% if the participant is serving
on the Board on the date of the Conversion, increases to 66-2/3%
if the participant completes one year of service following the
Conversion, and becomes 100% if the participant completes a
second year of service following the Conversion. However, in the
event a participant terminates service on the Board due to
"disability" or death, or in the event of a "change in control"
(as such terms are defined in the Directors' Plan) while serving
as a director, the participant's Vested Percentage becomes 100%
regardless of his or her years of service. This provision may
have the effect of deferring a hostile change in control by
increasing the costs of acquiring control. If a participant
dies, his or her surviving spouse, or if none, the participant's
estate, will receive an amount equal to 50% of the benefit that
would have been paid to the participant if the participant (i)
had retired on the date of his or her death, and (ii) had a
Vested Percentage equal to 100%. The Bank will pay all benefits
under the Directors' Plan from its general assets.
Deferred Compensation Program. The Bank has entered into
separate deferred compensation agreements (the "Deferred
Compensation Program") with Directors Rees, Ritchie, Swinford,
and Wilson, pursuant to which they will receive certain benefits
in lieu of cash compensation they otherwise would have received.
Effective April 1, 1995, the Deferred Compensation Program was
amended to provide that the participants will receive an amount
equal to the fees deferred plus interest accrued on this deferral
at a rate of 9% per year through March 31, 1995, compounded
monthly funds were used to purchase Common Stock in the
Conversion.
In addition, as part of the Incentive Compensation Plan
("Incentive Compensation Plan"), directors may elect to defer the
receipt of all or part of their compensation. Under the deferred
compensation program, deferred amounts are credited to a
bookkeeping account ("Deferral Account") in the participant's
name, which is credited quarterly and according to the terms of
the participant's deferred compensation agreement. The Deferral
Account is adjusted
8<PAGE>
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at the end of each calendar year to credit the participant's
Deferral Account with the appreciation or depreciation that would
have occurred if the deferred amounts had been invested based
upon the participant's choice between (i) 3% times the
Multiplier, (as defined under the First Federal Savings Bank
Incentive Compensation Plan), (ii) Common Stock, and (iii) the
Bank's highest annual rate of interest on certificates of deposit
having a one-year term. Deferred compensation agreements are
prospective only and irrevocable with respect to amounts deferred
pursuant thereto, except that a participant may at any time, and
from time to time, (i) change the beneficiary designated therein,
(ii) prospectively change the investment selection applicable to
his deferral account, and/or (iii) file a deferred compensation
agreement which supersedes a prior deferred compensation
agreement as to amount deferred on or after the January 1st which
coincides with or next follows execution of the superseding
agreement. In addition, participants may cease future accruals
at any time. The Bank will pay all benefits under the Deferred
Compensation Program from its general assets.
For financial reporting purposes, the fees and compensation
which are deferred will be expensed as though paid in cash when
earned. For tax purposes, participants who entered into deferred
compensation agreements will defer ordinary income taxation on
amounts otherwise payable in cash. Tax recognition will occur as
deferred amounts, and any earnings attributable thereto, are paid
from the trust to participants, and the Bank will then be
entitled to a corresponding deduction.
_________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
_________________________________________________________________
Mr. Swinford, an attorney in Cynthiana, Kentucky, serves as
local counsel for the Bank. Swinford & Sims, P.S.C., a firm in
which Mr. Swinford is a partner performs title and document work
in connection with mortgage loans. In fiscal year 1996, fees for
such services totaled $14,160. Mr. Swinford is paid a monthly
retainer fee of $200.
The Bank offers loans to its directors, officers, and
employees. These loans currently are made in the ordinary course
of business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and to 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 and must not involve more than the normal risk of
repayment or present other unfavorable features. Furthermore,
loans above the greater of $25,000 or 5% of the Bank's capital
and surplus (i.e., up to $500,000) to such persons must be
approved in advance by a disinterested majority of the Board of
Directors. At June 30, 1996, the Bank's loans to directors and
executive officers totalled $289,000, or 3.6% of the Bank's
stockholders equity at that date.
_________________________________________________________________
RELATIONSHIP WITH INDEPENDENT AUDITORS
_________________________________________________________________
England & Hensley was the Company's independent certified
public accountant for the 1995 fiscal year. On May 9, 1996, the
Company, with the approval of the Board of Directors, decided to
dismiss England & Hensley, and to engage Grant Thornton LLP.
England & Hensley served as the Company's independent public
auditors from 1986 through the fiscal period ended June 30, 1995.
The Board of Directors' decision to engage Grant Thornton LLP is
based on the resources of that firm's community-based financial
institution practice. England & Hensley's reports on the
financial statements of the Company for the past two fiscal years
did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or
accounting principles. There have not been any disagreements
between the Company and England & Hensley on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved
to the satisfaction of England and Hensley, would have caused it
to make reference to the subject matter of such disagreement in
connection with its report.
9<PAGE>
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The Board of Directors presently intends to renew the
Company's arrangement with Grant Thornton LLP to be its
independent certified public accountant for the fiscal year
ending June 30, 1997. A representative of Grant Thornton LLP is
expected to be present at the Meeting to respond to appropriate
questions and to make a statement, if so desired.
_________________________________________________________________
BENEFICIAL OWNERSHIP REPORTS
_________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
ten percent of the outstanding Common Stock are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Company with copies of all
such reports. Based on the Company's review of such reports
which the Company received during the last fiscal year, or
written representations from such persons that no annual report
of change in beneficial ownership was required, the Company
believes that, during the last fiscal year, all persons subject
to such reporting requirements have complied with the reporting
requirements.
_________________________________________________________________
OTHER MATTERS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should pro-
perly come before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of the Board of Directors.
_________________________________________________________________
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 Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the Record Date. Any stockholder who has not
received a copy 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
_________________________________________________________________
In order to be eligible to be considered for inclusion in
the Company's proxy materials for the next Annual Meeting of
Stockholders, any stockholder proposal to take action at such
meeting must be received at the Company's executive office at 306
N. Main Street, Cynthiana, Kentucky 41031-1210, no later than
June 4, 1997. Any such proposal shall be subject to the require-
ments of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin R. Tolle
KEVIN R. TOLLE
SECRETARY
Cynthiana, Kentucky
October 2, 1996
10<PAGE>
<PAGE>
_________________________________________________________________
FORM 10-KSB
_________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, KENTUCKY
FIRST BANCORP, INC., 306 NORTH MAIN STREET, CYNTHIANA, KENTUCKY
41031-1210.
_________________________________________________________________
11<PAGE>
<PAGE>
REVOCABLE PROXY
KENTUCKY FIRST BANCORP, INC.
CYNTHIANA, KENTUCKY
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 1996
_________________________________________________________________
The undersigned hereby appoints Luther O. Beckett, Milton G.
Rees and Wilbur H. Wilson, with full powers of substitution, to
act as proxies for the undersigned, to vote all shares of common
stock of Kentucky First Bancorp, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held at the main office of
First Federal Savings Bank, 306 North Main Street, Cynthiana,
Kentucky, on Wednesday, November 6, 1996 at 4:30 p.m., local
time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
I. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
William D. Morris
G. Bernard Midden, Jr.
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, INSERT THAT
NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
________________________________________
The Board of Directors recommends a vote "FOR" the listed
proposition.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE 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 MEETING.
_________________________________________________________________
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the 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 acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting of
Stockholders, a proxy statement dated October 2, 1996 and an
annual report.
Dated: _______________________, 1996
__________________________ __________________________
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, admin-
istrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
_________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
_________________________________________________________________
