<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(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 Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
KENTUCKY FIRST BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
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>
[LETTERHEAD OF KENTUCKY FIRST BANCORP, INC.]
September 22, 1999
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, October 27, 1999 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 OCTOBER 27, 1999
_________________________________________________________________
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, October 27, 1999.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
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
proposals 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
business on September 7, 1999, 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
September 22, 1999
_________________________________________________________________
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
OCTOBER 27, 1999
_________________________________________________________________
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, October 27,
1999, 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 September 22, 1999.
_________________________________________________________________
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
Secretary 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 IN THIS PROXY STATEMENT. 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 7, 1999 (the "Record Date"), are
entitled to one vote for each share of Common Stock then held.
As of the Record Date, there were 1,167,367 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 the Company's outstanding shares
of Common Stock and the shares of Common Stock beneficially owned
by all executive officers and directors of the Company as a
group.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING(2)
- -------------------- ------------ -------------
<S> <C> <C>
John Hancock Advisers, Inc. 60,000 5.14%
101 Huntington Avenue
Boston, Massachusetts 02199
Paul Lynch 60,189 5.16%
11 Victoria Drive
New Castle, Pennsylvania 16105
Kentucky First Bancorp, Inc. 105,270 (3) 9.02%
Employee Stock Ownership Plan
306 North Main Street
Cynthiana, Kentucky 41031-1210
All Executive Officers and Directors 193,582 (4) 16.58%
as a Group (10 persons)
<FN>
___________
(1) For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a right to
acquire beneficial ownership at any time within 60 days from the Record
Date. 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 persons exercise sole voting and investment power
over the shares of the Common Stock.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding is deemed to include any shares
of the Common Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(3) 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 trustees of the Kentucky First Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP"), currently Directors Wilson, Morris 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. As of the Record Date, 39,335 shares had been allocated.
(4) Includes 16,280 shares which have been allocated to the accounts of
executive officers in the ESOP and 63,339 shares which may be purchased
pursuant to options exercisable within 60 days of the Record Date. Does
not include 65,935 unallocated shares held by the ESOP.
</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 Russell M.
Brooks, each of whom is currently a member of the Board, to serve
as a director 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.
2
<PAGE>
<PAGE>
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.
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. With the exception of Russell M. Brooks,
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(2)
---- ----------- ---------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
William D. Morris 75 1963 1999 21,235 (3) 1.82%
Russell M. Brooks 48 1999 1999 3,700 (4) 0.32%
DIRECTORS CONTINUING IN OFFICE
Luther O. Beckett 75 1968 2000 15,370 (5) 1.32%
Diane Ritchie 50 1987 2000 6,316 (6) 0.54%
John Swinford 67 1968 2000 18,870 (7) 1.62%
Betty J. Long 52 1995 2001 47,126 (8) 4.04%
Milton G. Rees 68 1968 2001 20,160 (9) 1.73%
Wilbur H. Wilson 60 1980 2001 26,283 (10) 2.25%
<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;
stock in which the individual either has or shares voting
and/or investment power and shares which the individual has
the right to acquire at any time within 60 days of the
Record Date. 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,
Morris and Rees have "voting power" by virtue of their
positions as trustees of the trust holding 105,270 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) In calculating the percentage ownership of each named
individual, the number of shares outstanding is deemed to
include any shares of the Common Stock which the individual
has the right to acquire within 60 days of the Record Date.
(3) Includes 1,000 shares held by spouse and 3,470 shares which
may be acquired pursuant to options exercisable within 60
days of the Record Date. Includes 3,700 shares held in an
IRA account. Includes 1,205 shares which may be acquired
pursuant to options exercisable within 60 days of the
Record Date.
(6) Includes 5,211 shares which may be acquired pursuant to
options exercisable within 60 days of the Record Date.
(7) Includes 1,735 shares which may be acquired pursuant to
options exercisable within 60 days of the Record Date.
3
<PAGE>
<PAGE>
(8) Includes 8,300 shares held for the benefit of Ms. Long by
the 401(k) Plan, 1,669 shares held in an IRA account,
7,569 shares allocated to her ESOP account and 26,034
shares which she has the right to acquire pursuant to
options exercisable within 60 days of the Record Date.
(9) Includes 580 shares held by spouse and 1,735 shares which
may be acquired pursuant to options exercisable within 60
days of the Record Date.
(10) Includes 15,000 shares held by spouse and 5,205 shares
which may be acquired pursuant to options exercisable
within 60 days of the Record Date.
</FN>
</TABLE>
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.
RUSSELL M. BROOKS is Executive Vice President of the
Company and the Bank. Mr. Brooks assumed the positions in June,
1998. Prior to joining the Company, he served as Vice President
of Kentucky Bank, Paris, Kentucky from 1996 to 1998 and served
as Chief Executive Officer of Jessamine First Federal Savings
and Loan, Nicholasville, Kentucky from 1989 until its
acquisition by Kentucky Bank in 1996. From 1984 to 1989, Mr.
Brooks served as Chief Executive Officer of Harlan Federal
Savings and Loan.
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 is purchasing manager for Paris Machining
in Paris, Kentucky. She served as Vice President, Branch
Manager and Marketing Officer of the Bank from March 1996 to
June 1998. Prior to becoming an officer of the Bank, 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.
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.
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 retired 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.
4
<PAGE>
<PAGE>
________________________________________________________________
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, 1999, 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, 1999 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 the Board of
Directors. The Board of Directors met 2 times in that capacity
during fiscal year 1999.
The Company's Audit Committee consists of three directors
appointed annually by the Board of Directors. Directors Morris,
Rees and Wilson comprise the Company's Audit Committee. The
Audit Committee meets periodically during the 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. 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 4 times during the year
ended June 30, 1999.
The Company's Salary Committee consisted of Directors
Wilson, Morris and Rees. 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 1999.
________________________________________________________________
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, 1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ------------------- ------ ------ ----- ------------
<S> <C> <C> <C> <C>
Ms. Betty J. Long 1999 $61,600 $ 2,600 $21,129 (2)
President and Chief 1998 51,600 10,160 15,409
Executive Officer (1) 1997 48,000 4,000 16,651
<FN>
_____________
(1) As of June 30, 1999, Ms. Long held 5,555 shares of restricted Common Stock
awarded under the Kentucky First Bancorp, Inc. Management Recognition Plan
("MRP"). Such shares had an aggregate value of $84,019.38 based on the
closing price of the Common Stock on June 30, 1999 ($12.125 per share)
plus a $3.00 per share return of capital distribution which is held by the
MRP Trust for the benefit of the participants under the MRP. 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.
(2) Consists of contributions by the Company to Ms. Long's account in the
ESOP.
</FN>
</TABLE>
5
<PAGE>
<PAGE>
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, 1999. The number of shares
underlying options and the exercise price were adjusted in
fiscal year 1999 to reflect the Company's November 1996 return
of capital distribution.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
---------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ms. Betty J. Long 26,034 17,359 $62,156 $41,445
<FN>
_____________
(1) Based on the aggregate fair market value of the shares of
Common Stock underlying the options at June 30, 1999, less
the aggregate exercise price. For purposes of this
calculation, the fair market value of the Common Stock is
based upon the closing price of the Common Stock on June
30, 1999 of $12.125 per share. All options granted to Ms.
Long were granted at an adjusted exercise price of $9.7375
per share.
</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, 1999 would have been approximately $203,000. 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 Ms. Long prevails over the
7
<PAGE>
<PAGE>
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 $800 per monthly board
meeting. The directors also receive $50 per special meeting and
committee meeting attended (with the exception of the Chief
Executive Officer and the Executive Vice President). The
Chairman receives a fee of $300 per month for his service on the
Company Board and receives a fee of $1,000 per monthly board
meeting for his service as a director of 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 received options to purchase
8,679 shares (adjusted for the November 1996 return of capital
distribution) of Common Stock at an exercise price equal to the
fair market value of the Common Stock on the date of grant
($9.7375 per share, adjusted for the November 1996 return of
capital). 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 100% 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.
8
<PAGE>
<PAGE>
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 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 1999, fees
for such services totaled $9,880.77. Mr. Swinford is paid a
monthly retainer fee of $300.00.
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 do 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, 1999, the Bank's loans
to directors and executive officers totaled $170,000 , or 1.4%
of the Bank's stockholders equity at that date.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT AUDITORS
________________________________________________________________
Grant Thornton LLP was the Company's independent certified
public accountants for the 1999 fiscal year. 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, 2000. 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.
________________________________________________________________
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
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
9
<PAGE>
<PAGE>
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 with
the exception that Director Swinford failed to timely file a
Form 4 with respect to the exercise of 3,470 stock options on
December 10, 1998.
________________________________________________________________
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
properly 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 May 30, 2000. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
In order for a stockholder of the Company to make any
director nominations and/or proposals other than pursuant to the
Exchange Act, he or she must give notice thereof in writing 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' notice of the meeting is
given to stockholders, such written notice must be delivered or
mailed, 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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin R. Tolle
KEVIN R. TOLLE
SECRETARY
Cynthiana, Kentucky
September 22, 1999
10
<PAGE>
<PAGE>
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 1999 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., P.O. BOX 368, CYNTHIANA, KENTUCKY
41031-1210.
________________________________________________________________
11
<PAGE>
<PAGE>
REVOCABLE PROXY
KENTUCKY FIRST BANCORP, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1999
The undersigned hereby appoints Wilbur H. Wilson, Milton G.
Rees and Diane E. Ritchie, 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, October 27, 1999 at 4:30 p.m., local
time, and at any and all adjournments thereof, as follows:
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHELD EXCEPT
--- -------- -------
<S> <C> <C> <C>
I. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ] [ ]
William D. Morris
Russell M. Brooks
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, MARK "FOR ALL
EXCEPT" AND WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED BELOW.
_____________________
</TABLE>
The Board of Directors recommends a vote "FOR" the
above-listed nominees.
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.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Please be sure to sign and date Date: ________________
this proxy in the box below
___________________________________________________________
- --Stockholder sign above------Co-holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid
envelope provided.
KENTUCKY FIRST BANCORP, INC.
CYNTHIANA, KENTUCKY
________________________________________________________________
Should the above signed 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 above signed acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Annual
Meeting of Stockholders, a proxy statement dated September 22,
1999 and an annual report.
Please sign exactly as your name appears hereon. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held
jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
________________________________________________________________
