Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqCvaipjAn3ejHzVyxn4tjY7C32j/bcYigqN6CPJYLr09auXqQE5SewdaOKAmMSZ 5Ki4pkjeCSTwaYbMooH/Ag== 0001193125-09-208682.txt : 20091016 0001193125-09-208682.hdr.sgml : 20091016 20091015211944 ACCESSION NUMBER: 0001193125-09-208682 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091016 DATE AS OF CHANGE: 20091015 GROUP MEMBERS: J. CHESTER PORTER GROUP MEMBERS: MARIA L. BOUVETTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST CORP CENTRAL INDEX KEY: 0001073475 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 610912615 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82605 FILM NUMBER: 091122308 BUSINESS ADDRESS: STREET 1: 1805 CAMPBELL LANE CITY: BOWLING GREEN STATE: KY ZIP: 42104 BUSINESS PHONE: 2703930700 MAIL ADDRESS: STREET 1: 1805 CAMPBELL LANE CITY: BOWLING GREEN STATE: KY ZIP: 42104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Porter Bancorp, Inc. CENTRAL INDEX KEY: 0001358356 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611142247 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 502-499-4800 MAIL ADDRESS: STREET 1: 2500 EASTPOINT PARKWAY CITY: LOUISVILLE STATE: KY ZIP: 40223 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

CUSIP No. 17462Q107

13D

page 1 of 11

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

CITIZENS FIRST CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

17462Q107

(CUSIP Number)

C. Bradford Harris

Executive Vice President and

Corporate General Counsel

Porter Bancorp, Inc.

2500 Eastpoint Parkway

Louisville, Kentucky 40223

(502) 499-4800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

R. James Straus

Frost Brown Todd LLC

400 West Market Street

32nd Floor

Louisville, Kentucky 40202

Telephone (502) 589-5400

October 14, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Porter Bancorp, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 81,058
		8	SHARED VOTING POWER 311,603
		9	SOLE DISPOSITIVE POWER 81,059
		10	SHARED DISPOSITIVE POWER 311,608
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,661
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON CO

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. Maria L. Bouvette
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 5,000
		8	SHARED VOTING POWER 392,661
		9	SOLE DISPOSITIVE POWER 5,000
		10	SHARED DISPOSITIVE POWER 392,661
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 397,661
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7%
14	TYPE OF REPORTING PERSON IN

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13D

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. J. Chester Porter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 392,661
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 392,661
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,661
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 17462Q107

13D

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ITEM 1.

SECURITY AND ISSUER.

This Statement relates to the shares of common stock, no par value (“Common Stock”) of Citizens First Corporation, a Kentucky corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1065 Ashley Street, Bowling Green, Kentucky 42103.

ITEM 2.

IDENTITY AND BACKGROUND.

(a) Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D Statement is hereby filed jointly by Porter Bancorp, Inc., a Kentucky corporation (“PBIB”), J. Chester Porter (“Porter”) and Maria L. Bouvette (“Bouvette”) (collectively the “Reporting Persons”).

Exhibit 1 to this Statement is a written agreement between the Reporting Persons that authorizes the filing of this Statement on behalf of each of them.

(b) PBIB’s and Bouvette’s business address is 2500 Eastpoint Parkway, Louisville, Kentucky 40223. Porter’s business address is 162 South Buckman Street, Shepherdsville, Kentucky 40165.

(c) Porter is the Chairman of the Board and General Counsel of PBIB. Porter is also a partner in the law firm Porter and Associates. Bouvette is the President and Chief Executive Officer of PBIB. PBIB’s principal office is 2500 Eastpoint Parkway, Louisville, Kentucky 40223. The principal office of Porter and Associates is 162 South Buckman Street, Shepherdsville, Kentucky 40165.

(d-e) None of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws during the past five years.

(f) The Reporting Persons are United States citizens.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

As of October 15, 2009, PBIB has entered into option agreements with shareholders of Issuer giving PBIB the right to purchase the 392,661 shares of Common Stock owned by those shareholders, representing 15.8% of the outstanding Common Stock, for $9.00 per share upon the satisfaction of certain conditions to closing. The following discussion is a summary of the material terms of the option agreement, the form of which is attached as Exhibit 2 to this Schedule.

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13D

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Purchase Price. PBIB has agreed to purchase all of each Seller’s Shares at a price of $9.00 per Share (the “Purchase Price”), reduced by any cash dividends declared and paid or payable to the Seller after the date of the option agreement (not including quarterly dividends up the amount of the last such dividend).

The Purchase Price will be adjusted if the Issuer declares a stock dividend or in the event of any other reorganization or recapitalization of the Issuer’s Shares after the date of the option agreement.

If during the term of the option agreement, PBIB offers to purchase Common Stock from other shareholders or enters into a definitive agreement to acquire the Issuer, and pursuant to such offer or agreement, PBIB has agreed to pay a higher price for the Common Stock than the Purchase Price or gives the other selling shareholders the choice of PBIB’s common stock, cash or some combination thereof as consideration, then the Sellers will receive the higher offered price for their Shares and PBIB will give the Sellers the same choice of consideration for their Shares.

If PBIB assigns its option to purchase a Seller’s Shares to a third party or, within 90 days of purchasing a Seller’s Shares, sells the Shares to a third party, PBIB has agreed to pay the Seller the difference, if any, between the Purchase Price and the consideration received by PBIB pursuant to such assignment or sale.

Conditions to Closing. The option agreement sets forth the conditions to PBIB’s obligation to purchase Shares from the Seller, which are as follows:

•

The agreement by PBIB (or PBIB affiliates), on terms and conditions substantially similar to those in the option agreement, giving PBIB and/or its affiliates the right to purchase no less than 51% of the Common Stock of the Issuer;

•

The truth of all representations and warranties of the Seller in all material respects, compliance by Seller with all agreements, covenants and conditions required by the option agreement, and Seller’s delivery of a certificate to PBIB to that effect at the closing;

•

PBIB must have been granted access to the books and records of the Issuer to perform all necessary due diligence, and PBIB must be satisfied with the results of its due diligence investigation;

•

PBIB must have obtained all required regulatory approvals and all other waivers, consents and approvals necessary to the purchase of the Shares. PBIB’s acquisition of the more than 5% of the outstanding Common Stock through the exercise of the options requires approval by the Federal Reserve and the Kentucky Department of Financial Institutions;

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•

The absence of a material adverse change in the financial circumstances of the Issuer;

•

The absence of pending or threatened litigation or government proceedings that might delay the transactions contemplated in the option agreement

Termination. An option agreement can be terminated at any time on the following terms:

•

The written consent of both PBIB and the Seller;

•

By either PBIB or the Seller if closing has not occurred on or before March 31, 2010, except that, if any of the conditions of Closing have not been satisfied by March 31, 2010, PBIB can extend the March 31, 2010 deadline for up to two consecutive periods of 60 days each upon written notice to the Seller;

•

By PBIB if PBIB is not satisfied with the results of its due diligence investigation;

•

By PBIB if any event occurs that would make it impossible to achieve any of the conditions to closing;

•

Automatically if, prior to the closing, PBIB enters into a definitive agreement with the Issuer to acquire (through acquisition, merger, share exchange or a similar transaction) all of the outstanding capital stock of the Issuer.

No Transfer of the Shares. The option agreement prohibits any Seller from (i) transferring any or all of the Seller’s Shares (or any interest in the Shares), (ii) entering into any agreement or other arrangement for the transfer of Shares, (iii) granting any proxy, power-of-attorney or other authorization or consent with respect to Shares, (iv) depositing any Shares into a voting trust or making any Share subject to any other voting agreement or arrangement, or (v) acting in any manner that would interfere with PBIB’s purchase of Shares under the option agreement.

Grant of Irrevocable Proxy and Appointment of Proxy. Under the option agreement, the Seller has agreed to irrevocably appoint PBIB as the Seller’s proxy and attorney-in-fact with respect to the Seller’s Shares, with full power to vote the Shares or give a consent or approval in respect of the Shares (at a meeting of the Issuer’s shareholders or by written action of the Issuer’s shareholders) (i) in favor of any transaction by which PBIB would acquire the Issuer and by which the Issuer’s shareholders would receive consideration per common share equal to or greater than the Purchase Price and (ii) against any action or agreement that would impede or otherwise interfere with or prevent any effort by PBIB to acquire the Issuer. In addition, Seller has agreed to revoke all proxies predating the option agreement, if any, attached to the Shares and represents that such proxies are revocable.

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ITEM 4.

PURPOSE OF TRANSACTION.

PBIB has entered into the option agreements for the purpose of influencing the board of directors of the Issuer. On various occasions during 2008 and 2009, shareholders of the Issuer have approached PBIB and its principals to inquire about PBIB’s interest in purchasing shares of the Issuer or in pursuing a business combination transaction with the Issuer.

In September 2009, Bouvette requested a meeting with the Issuer’s directors and executives regarding PBIB’s interest in a possible transaction with the Issuer. A meeting was scheduled but then canceled by the Issuer. On September 25, 2009, PBIB sent a letter to the board of directors stating that PBIB was interested in acquiring 100% of the outstanding capital stock of Issuer and engaging in discussions with Issuer for this purpose. In a letter to PBIB dated October 6, 2009, the Issuer’s Chairman of the Board and Chief Executive Officer responded that Issuer’s board of directors was not interested in pursuing discussions with PBIB. On October 14, 2009, PBIB entered into option agreements with shareholders of the Issuer who had earlier expressed their interest in selling their shares to PBIB.

As of the date of this filing, PBIB renewed its invitation to the Issuer’s board of directors to engage in discussions regarding a business combination transaction between PBIB and Issuer . PBIB has also engaged J.J.B. Hilliard, W.L. Lyons, LLC as its financial advisor in connection with transactions relating to the Issuer.

Pending a response from the Issuer’s board of directors, PBIB is evaluating various options with respect to its interest in the Issuer, including, but not limited to, the acquisition of additional securities of the Issuer; an extraordinary corporate transaction involving the Issuer, such as a merger or an exchange or tender offer, and similar actions. The options under consideration could involve or result in any of the following:

(a)

a change in the present board of directors or management of the Issuer;

(b)

a material change in the present capitalization or dividend policy of the Issuer;

(c)

a material change in the Issuer’s business or corporate structure;

(d)

causing Issuer’s common stock to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(e)

Issuer’s common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(f)

the sale or disposition of assets of the Issuer or its banking subsidiary, Citizens First Bank.

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13D

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ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a-b) As of October 15, 2009, the Reporting Persons may be deemed to beneficially own 397,661 shares representing 19.7% of the Issuer’s outstanding Common Stock.

PBIB has held 31,000 shares of Issuer’s common stock and 22 shares of Issuer’s Cumulative Convertible Preferred Stock (‘Preferred Stock”) for more than the last 60 days. The Preferred Stock held by PBIB is currently convertible into 50,058 shares of Issuer’s common stock.

As of October 15, 2009, PBIB had entered into option agreements giving PBIB the right to purchase 311,603 shares, or 15.8% of the outstanding Common Stock, for $9.00 per share. PBIB may be deemed to share voting and investment power with respect to the shares subject to the option agreements, such power being subject to regulatory approval of the purchase.

As of the date of this filing, Porter owned 34.8% of the common stock of PBIB, its sole class of voting shares, and Bouvette owned 31.1% of the common stock of PBIB. By virtue of aggregate ownership of 65.8% of the common stock of PBIB, Porter and Bouvette have shared voting control of PBIB and may be deemed to share voting and investment power with respect to the Common Stock of the Issuer beneficially owned by PBIB.

Bouvette has also owned 5,000 shares of Common Stock individually for more than the last 60 days, with sole voting and investment power.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information set forth, or incorporated by reference, in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6.

Porter and Bouvette have also each made testamentary arrangements which provide that if either of them dies, the other will retain voting control of the PBIB shares of the deceased person.

Except as described in the preceding paragraphs, and the remainder of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, and between the Reporting Persons and any other person, with respect to any securities of the Issuer, including but not limited to transfer of voting of any of the shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies.

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ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


Exhibit No.		Exhibit

1.		Joint Filing Agreement dated October 15, 2009 between PBIB, Porter and Bouvette.

2.		Form of Option Agreement between PBIB and certain shareholders of Issuer.

3.		PBIB Press Release dated October 15, 2009.

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13D

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

Date: October 15, 2009


PORTER BANCORP, INC.

By		/S/ J. CHESTER PORTER
Name:		J. Chester Porter, Chairman of the Board and General Counsel

By		/S/ J. CHESTER PORTER
Name:		J. Chester Porter

By		/S/ MARIA L. BOUVETTE
Name:		Maria L. Bouvette

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

Dated as of October 15, 2009

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of J. Chester Porter and Maria L. Bouvette on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, no par value, of Porter Bancorp, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 15th day of October 2009.


PORTER BANCORP, INC.

By		/s/ J. Chester Porter
Name:		J. Chester Porter, Chairman of the Board and General Counsel

By		/s/ J. Chester Porter
Name:		J. Chester Porter

By		/s/ Maria L. Bouvette
Name:		Maria L. Bouvette

EX-99.2 3 dex992.htm FORM OF OPTION AGREEMENT Form of Option Agreement

Exhibit 2

OPTION AGREEMENT

This is an OPTION AGREEMENT (“Agreement”) between Porter Bancorp, Inc., a Kentucky corporation (“Purchaser”) and the undersigned (“Seller”), a shareholder of Citizens First Corporation.

WHEREAS, Seller owns and desires to sell that number of shares set forth on the signature page of this Agreement (the “Shares”), of the issued and outstanding common stock of Citizens First Corporation, a Kentucky corporation (the “Company”), and Purchaser desires to purchase the Shares on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of $0.01 cash per Share paid to Seller, and in further consideration of the mutual promises and covenants set forth herein, the existence and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to convey to Purchaser, all of the Shares at the Closing. Purchaser may, at any time before the Closing, change the method of effecting the acquisition of the Shares (such as for example through a merger with the Company); provided, however, that no such change shall decrease the value of the Purchase Price to be paid for the Shares.

2. Purchase Price.

(a) The purchase price (“Purchase Price”) for the Shares shall be $9.00 per Share payable in immediately available funds at the Closing. The Purchase Price shall be reduced by the amount of any cash dividends declared on or after the date of this Agreement which are paid or payable to Seller, excluding customary quarterly dividends in an amount no more than the amount of the last such prior dividend.

(b) If the Company declares any stock dividend after the date hereof or effects a stock split or other reorganization or recapitalization, the Purchase Price shall be equitably adjusted to reflect the effect of such stock dividend, stock split or other reorganization or recapitalization.

(c) If during the term of this Agreement, Purchaser offers to purchase Company common stock from other shareholders or enters into a definitive agreement to acquire the Company, and Purchaser agrees to a higher price per share of Company common stock than the Purchase Price and/or gives the selling shareholders the choice to receive the Purchase Price in the form of either Purchaser’s common stock, cash, or a combination of Purchaser’s common stock and cash, then Purchaser agrees to pay the higher price per share for Seller’s Shares and to give Seller the same choice with respect to the Purchase Price for the Shares, as applicable.

(d) Should Purchaser assign this option to a third party or sell the shares acquired pursuant to this option to a third party within ninety days after its purchase of Seller’s Shares, Purchaser shall pay the Seller the amount, if any, by which the consideration received by Purchaser for such an assignment or sale exceeds the Purchase Price received by Seller.

3. The Closing. The closing of the purchase of the Shares (the “Closing”) shall take place as soon as practicable after the satisfaction or waiver of the last of the conditions set forth in Paragraph 6 of this Agreement or at such other date and time as may be mutually agreed upon by the parties. To complete the Closing, (i) Seller will deliver to Purchaser certificates representing the Shares, duly endorsed in blank or accompanied by appropriate stock powers, transferring and conveying the Shares to Purchaser free and clear of any and all liens and encumbrances, and (ii) Purchaser will deliver to Seller the Purchase Price in immediately available funds.

4. Representations and Warranties of Seller.

(a) Seller hereby represents and warrants to Purchaser that (i) Seller has full power and authority to execute and deliver this Agreement and to perform Seller’s obligations under this Agreement and this Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and (ii) Seller owns, or will at the Closing own, the Shares free and clear of any and all liens and encumbrances. Seller is not a party to any agreement or understanding respect to the voting of the Shares or which would prohibit or restrict the transfer of the Shares.

(b) Seller acknowledges that Purchaser’s common stock is registered under the Securities Exchange Act of 1934, as amended, and that information concerning Purchaser, including financial information, is readily available to Seller, in particular, at Purchaser’s corporate website www.pbibank.com and at the website of the United States Securities Exchange Commission www.sec.gov. Seller has had an opportunity to fully and completely obtain and review such information concerning Purchaser as Seller deems appropriate in connection with the transactions contemplated hereby.

(c) Seller has had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of Purchaser concerning the common stock of Purchaser, and all such questions have been answered and all such information has been provided to the full satisfaction of Seller;

(d) Seller (i) has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of an investment in Purchaser’s common stock, and (ii) understands that the Purchaser’s common stock being acquired in exchange for the Shares will be acquired solely by and for the account of Seller, for investment, and is not being acquired for resale or distribution, and Seller has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else all or any part of the Purchaser’s common stock that Seller will receive, and Seller has no present plan or intention to enter into any such contract, undertaking or arrangement.

(e) Seller acknowledges and understands that if this Agreement is terminated pursuant to Paragraph 7(e) below because Purchaser has entered into a written definitive agreement with the Company to acquire all of the Company issued and outstanding capital stock, the definitive agreement is expected to allow each shareholder (including Seller) to choose to receive for his or her Company common stock either Purchaser’s common stock, cash, or a combination of Purchaser’s common stock and cash (provided that the transaction qualifies as a tax-free reorganization for those shareholders who receive Purchaser’s common stock).

5. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that it has the necessary power and authority to execute and deliver this Agreement and to perform Purchaser’s obligations under this Agreement. This Agreement constitutes the valid and legally binding obligation of Purchaser.

6. Conditions to Closing. The obligations of Purchaser to proceed with the Closing shall be subject to the satisfaction of each of the following conditions unless the satisfaction of such condition is waived by Purchaser in writing:

(a) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and as of the date hereof, and at and as of the Closing, as if made at and as of such time, and Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing, and Seller shall have delivered a certificate to that effect at the Closing;

(b) Purchaser shall have been provided with full and complete access to the books and records of the Company and its subsidiaries for purposes of conducting a due diligence investigation, and Purchaser shall have completed such due diligence investigation and been satisfied, in its sole discretion, with the results of such due diligence investigation;

(c) Purchaser shall have given any notices or made any and all filings with the Kentucky Department of Financial. Institutions, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any and all other federal or state regulatory authorities as may be necessary to obtain any and all consents or approvals, orders, letters or statements of non-objection, as may be necessary for the consummation of the transactions contemplated herein (the “Regulatory Approvals”), and all such Regulatory Approvals shall have been obtained on terms satisfactory to Purchaser in its sole discretion;

(d) All waivers, consents and approvals of every person necessary or appropriate for the consummation of the transactions contemplated herein shall have been obtained;

(e) There shall not have been a material adverse change in the financial condition, assets, liabilities, obligations, properties, business or prospects of the Company or any of its subsidiaries; and

(f) There shall not be in effect any federal or state law, rule or regulation or any order or decision of a court of competent jurisdiction, or, any proceeding commenced by or before any court or governmental agency or authority in the United States, or threatened by any governmental agency or authority in the United States, that prevents or materially delays the consummation of the transactions contemplated herein or which challenges or seeks to prevent or delay the consummation of the transactions contemplated herein or which could impose material limitations on the ability of Purchaser to exercise full rights of ownership of the Shares following the Closing.

(g) Purchaser and/or any affiliates of Purchaser shall have entered into agreements with other shareholders of the Company on terms and conditions which are the same or substantially similar to the terms and conditions of this Agreement, pursuant to which Purchaser and/or any affiliates of Purchaser will have the right to purchase not less than 51% of the issued and outstanding common stock of the Company.

7. Termination. This Agreement may be terminated at any time prior to the Closing;

(a) by mutual written consent of Purchaser and Seller;

(b) by Purchaser or Seller, if the Closing has not occurred on or before March 31, 2010 (the “Closing Deadline”); provided, however, that Purchaser shall have the option to extend the Closing Deadline for up to two (2) consecutive periods of sixty (60) days each if any of the conditions to the Closing set forth in this Agreement shall not have been satisfied, by giving Seller written notice of the exercise of such option to extend on or before the then effective Closing Deadline,

(c) by Purchaser, if Purchaser is not satisfied, in its sole discretion, with the results of its due diligence investigation of the Company and its subsidiaries;

(d) by Purchaser, if any event occurs which would preclude satisfaction of any of the conditions to the Closing set forth in Paragraph 6 of this Agreement; or

(e) automatically, without further action by either party, if prior to the Closing, Purchaser has entered into a written definitive agreement with the Company providing that Purchaser would acquire, through an acquisition, merger, share exchange or other similar acquisition transaction, all of the issued and outstanding capital stock of the Company.

8. No Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Seller shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of Seller’s obligations hereunder or the transactions contemplated hereby.

9. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Seller hereby irrevocably grants to, and appoints, Purchaser and any designee thereof, Seller’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Seller, to vote the Shares, or to grant a consent or approval in respect of the Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of any transaction pursuant to which Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders of the Company would receive

consideration per share of common stock of the Company equal to or greater than the Purchase Price, and/or (ii) against any action or agreement which would impede, interfere with or prevent the acquisition of the Company by Purchaser, including, but not limited to, any other extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company.

(b) Seller represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes any such proxies.

(c) Seller hereby affirms that the irrevocable proxy set forth in this Section 9 is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in Section 7 hereof, is intended to be irrevocable in accordance with the provisions of KRS 271B.7-220(4). If for any reason the proxy granted herein is not irrevocable, then Seller agrees to vote the Shares as instructed by Purchaser in writing.

10. Miscellaneous. The representations and warranties of the parties contained in this Agreement shall survive the Closing and each party shall indemnify the other for any breaches of any representation and warranty or covenant made by such party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto; provided, however, that Purchaser may assign its right to purchase all or any portion of the Shares to any of its affiliates, officers, directors or other third parties.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the dates below.


PURCHASER

PORTER BANCORP, INC.

By



Name:



Title:



Date:



SELLER


(sign here)



Name:
		(please print)



Address:



Date:



No. Shares:

EX-99.3 4 dex993.htm PRESS RELEASE Press Release

Exhibit 3

LOGO


FOR IMMEDIATE RELEASE	CONTACT:	Maria L. Bouvette
		President and CEO
		Porter Bancorp, Inc.
		(502) 499-4800

PORTER BANCORP ACQUIRES OPTIONS TO PURCHASE 15.8% OF THE

COMMON SHARES OF CITIZENS FIRST CORPORATION

Engages J.J.B. Hilliard, W.L. Lyons, LLC as Financial Advisor

LOUISVILLE, Ky. (October 15, 2009) – Porter Bancorp, Inc. (NASDAQ: PBIB) announced today that it has entered into option agreements for the right to purchase approximately 15.8% of the outstanding common shares of Citizens First Corporation (NASDAQ: CZFC) for $9.00 per share. With the options, Porter Bancorp and its affiliates would beneficially own approximately 19.7% of the outstanding common shares of Citizens First.

The exercise of the options is conditioned upon Porter Bancorp obtaining regulatory approval for the purchases and acquiring the right to purchase at least 51% of the Common Stock on terms and conditions substantially similar to those in the option agreement. Porter Bancorp plans to file applications shortly with Federal Reserve and the Kentucky Department of Financial Institutions.

Porter Bancorp has also engaged J.J.B. Hilliard, W.L. Lyons, LLC to serve as financial advisor in connection with possible transactions involving Citizens First.

Citizens First Corporation is the bank holding company for Citizens First Bank, which operates eleven branch locations in Bowling Green, Franklin, Glasgow, Horse Cave and Munfordville, Kentucky. As of June 30, 2009, Citizens First reported assets of $339 million and total deposits of $264 million.

“Shareholders of Citizens First have approached Porter Bancorp’s principals on several occasions to inquire about Porter Bancorp’s interest in purchasing shares or in pursuing a business combination transaction with Citizens First,” stated Maria Bouvette, Porter Bancorp’s President and CEO. “We believe that a combination between Porter Bancorp and Citizens First could increase value for the shareholders of both companies. We have made our interest and willingness to discuss a possible transaction clear to Citizens First’s directors and executives.”

Porter Bancorp is filing a Schedule 13D with the Securities and Exchange Commission in connection with the option agreements.

About Porter Bancorp, Inc.

Porter Bancorp, Inc., a bank holding company headquartered in Louisville, Kentucky, had $1.7 billion in assets as of September 30, 2009. Through Porter’s subsidiary PBI Bank, it operates 18 full service banking offices in 11 counties in Kentucky. Porter Bancorp’s common stock is traded on the Nasdaq Global Market under the symbol “PBIB.”

-MORE-

PBIB Acquires Options to Purchase 15.8% of the Common Shares of Citizens First Corporation

Page 2

October 15, 2009

Additional Information

This communication is not an offer to sell, or a solicitation of an offer to buy, shares of Porter Bancorp common stock, or the solicitation of any proxies from Citizens First shareholders. This press release relates to a business combination transaction with Citizens First Corporation proposed by Porter Bancorp, Inc., which may become the subject of a registration statement filed with the Securities and Exchange Commission (the “SEC”). This material is not a substitute for the prospectus/proxy statement Porter Bancorp would file with the SEC regarding the proposed transaction if such a negotiated transaction with Citizens First is reached or for any other document which Porter Bancorp may file with the SEC and send to Porter Bancorp or Citizens First shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PORTER BANCORP AND CITIZENS FIRST ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. After it is filed with the SEC, the proxy statement/prospectus will be available for free, both on the SEC Web site (www.sec.gov) and from Porter Bancorp by contacting C. Bradford Harris, Executive Vice President and Corporate General Counsel, Porter Bancorp, Inc., 2500 Eastpoint Parkway, Louisville, Kentucky 40223. Telephone: (502) 499-4800.

The directors and executive officers of Porter Bancorp and other persons may be deemed to be participants in the solicitation of proxies from Citizens First shareholders with respect to the proposed transaction. Information regarding Porter Bancorp’s directors and executive officers is available in its proxy statement filed with the SEC on April 22, 2009.

In addition to the proposed registration statement and proxy statement/prospectus, Porter Bancorp files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Porter Bancorp at the SEC’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC’s other public reference rooms in New York and Chicago. Please call the SEC at 1 800 SEC 0330 for more information on the public reference rooms. Porter Bancorp SEC filings also are available to the public from commercial document retrieval services and at www.sec.gov.

All information in this communication concerning Citizens First was obtained from public sources. While Porter Bancorp has no knowledge that any such information is inaccurate or incomplete, Porter Bancorp has not had the opportunity to verify any of that information.

Forward-Looking Statements

Statements in this press release relating to Porter Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those currently expected due to various risks and uncertainties, including those discussed in the “Risk Factors” section of the Company’s Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission.

###

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