-----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, MNaXrmW5N80T8hDTFatWcAolLWFAtwEciL1YJ375UQF88iHUMPlwuU5yyUsg3n4Z /XnN95LVIm7rQyQo9czJEA== 0000350852-96-000010.txt : 19960703 0000350852-96-000010.hdr.sgml : 19960703 ACCESSION NUMBER: 0000350852-96-000010 CONFORMED SUBMISSION TYPE: PRES14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960708 FILED AS OF DATE: 19960702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIKEVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000350852 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 610979818 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRES14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11129 FILM NUMBER: 96590165 BUSINESS ADDRESS: STREET 1: 208 NORTH MAYO TRAIL STREET 2: P O BOX 2947 CITY: PIKEVILLE STATE: KY ZIP: 41502-2947 BUSINESS PHONE: 6064321414 MAIL ADDRESS: STREET 1: 208 NORTH MAYO TRAIL STREET 2: PO BOX 2947 CITY: PIKEVILLE STATE: KY ZIP: 41501 PRES14A 1 PIKEVILLE NATIONAL CORPORATION 208 North Mayo Trail Pikeville, Kentucky 41501 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 15, 1996 A Special Meeting of Shareholders of Pikeville National Corporation will be held at the principal offices of Pikeville National Corporation, 208 North Mayo Trail, Fourth Floor, Pikeville, Kentucky at 10:00 a.m. (EST) on August 15, 1996, for the following purpose: 1. Approving an amendment to Pikeville National Corporation's Articles of Incorporation to change its name from "Pikeville National Corporation" to "Community Trust Bancorp, Inc." Only those holders of the Corporation's common stock of record at the close of business on July 8, 1996, are entitled to notice of and to vote at the Special Meeting and any adjournment thereof. The Proxy Statement describing matters to be considered at the Special Meeting is attached to this notice. We hope you will attend the meeting and vote your shares in person. By Order of the Board of Directors Burlin Coleman Terry N. Coleman Chairman of the Board President Pikeville, Kentucky July 15, 1996 IMPORTANT WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES. IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. Pikeville National Corporation 208 North Mayo Trail Pikeville, Kentucky 41501 PROXY STATEMENT Special Meeting of Shareholders to be held August 15, 1996 INTRODUCTION This Proxy Statement and accompanying proxy are furnished in connection with the solicitation of proxies by the Board of Directors of Pikeville National Corporation (the "Company") for use at the Special Meeting of Shareholders (the "Special Meeting") to be held on August 15, 1996, at 10:00 a.m. (EST), at the principal offices of the Company, 208 North Mayo Trail, Fourth Floor, Pikeville, Kentucky, and any adjournments thereof. The cost of solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited in person, by telephone and other means of communication by directors, officers, and other employees of the Company, none of whom will receive additional compensation for such services. The Company will also request brokerage houses, custodians and nominees to forward soliciting materials to the beneficial owners of stock held of record by them, and will pay the reasonable expenses of such persons for forwarding such materials. This Proxy Statement and the accompanying proxy are first being mailed or given to shareholders of the Company on or about July 15, 1996. RECORD DATE AND VOTING SECURITIES The Common Stock of Pikeville National Corporation ("Common Stock") is the only class of outstanding voting securities of the Corporation. Only holders of Common Stock of record at the close of business on July 8, 1996 (the "Record Date") are entitled to notice of and to vote at the Special Meeting. At the Record Date, there were ___________ shares of Common Stock outstanding. Shareholders will be entitled to one vote for each share of Common Stock held of record on the Record Date with regard to Proposal No. 1 at the Special Meeting or any adjournment thereof. Each proxy, unless the shareholder otherwise specifies, will be voted in favor of Proposal No. 1 to amend the Company's Articles of Incorporation to change the Company's name to "Community Trust Bancorp, Inc." Where a shareholder has appropriately specified how the proxy is to be voted, it will be voted accordingly. A shareholder may revoke his or her proxy at any time prior to its exercise. Revocation may be effected by written notice to the Company, by a subsequently dated proxy received by the Company, or by oral revocation in person at the Special Meeting or any adjournment thereof, or by voting in person at the Special Meeting or any adjournment thereof. A majority of the outstanding shares present in person or by proxy is required to constitute a quorum to transact business at the Special Meeting. Abstentions will be treated as present for purposes of determining a quorum, but as unvoted shares for purposes of determining the approval of any matter submitted to the shareholders for a vote. If a broker indicates that it does not have discretionary authority as to certain shares to vote on a particular matter, such shares will not be considered as present and entitled to vote with respect to such matter. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION Pursuant to Section 271B.10-030 of the Kentucky Business Corporation Act, the Company may amend its Articles of Incorporation to change the name of the Company from "Pikeville National Corporation" to "Community Trust Bancorp, Inc." (the "Amendment") only upon the approval of a majority of the votes of the shares of Common Stock of the Company entitled to vote at the Special Meeting. The Board of Directors has approved the Amendment and recommends that the shareholders approve the Amendment at the Special Meeting. The Board of Directors recommends the Amendment as part of an overall plan of reorganization for the Company and its subsidiaries (the "Reorganization"). The Reorganization was first publicly announced on June 28, 1996, and provides for the merger of all of the Company's state chartered and nationally chartered banking affiliates (the "Affiliates") with and into Pikeville National Bank & Trust Company ("PNB"), the Company's lead banking affiliate. Trust Company of Kentucky and Community Trust Bank, FSB will remain independent subsidiaries of the Company under the Reorganization. On July 1, 1996, PNB and the Affiliates jointly filed an application to merge with the Office of the Comptroller of the Currency (the "OCC"). The application requests that the Reorganization be effective January 1, 1997. Also as part of the Reorganization, PNB will change its chartered name from "Pikeville National Bank & Trust Company" to "Community Trust Bank, National Association." Changing the name of the Company to "Community Trust Bancorp, Inc." is consistent with the Reorganization and will identify the Company with PNB and its banking and financial services. If the Amendment is approved by the shareholders the Company will operate under its current name until January 1, 1997, the effective date of the Reorganization, at which time the Company will file Articles of Amendment with the Secretary of State of the Commonwealth of Kentucky to change the Company's name to "Community Trust Bancorp, Inc." and will file a Certificate of Assumed Name in the name "Pikeville National Corporation." Subsequent to the effective date of the Reorganization, all of the Affiliates will be branch offices of PNB. The Company, with input from each Affiliate, will determine whether each Affiliate, as a branch of PNB subsequent to the Reorganization, will operate under the name "Pikeville National Bank & Trust Company," "Community Trust Bank, National Association," or the name previously used by such branch when it was an affiliate banking association (i.e., The Woodford Bank and Trust Company, Farmers National Bank, etc.). The Board of Directors believes that the Amendment will enhance the ability of the Company to market the various financial services offered through its subsidiaries by maintaining consistency between the Company's name and PNB's name. If the Amendment is approved, the Company's NASDAQ ticker symbol will change from "PKVL" to "CTBI". PRINCIPAL SHAREHOLDERS The following table sets forth information as to each shareholder known by the Company to beneficially own more than five percent of the Common Stock as of June 28, 1996. Beneficial Owners Amount and Nature Percent Name and Address of Beneficial Ownership of Class Trust Company of Kentucky, * * as Fiduciary P.O. Box 2560 Ashland, Kentucky 41105 (1) The shares indicated are held by Trust Company of Kentucky, a subsidiary of the Company, in fiduciary capacities as trustee, executor, agent or otherwise. Of the shares indicated, Trust Company has sole voting rights with respect to _________ shares, shared voting rights with respect to ________ shares and no voting rights with respect to ____________ shares. Trust Company has shared investment power with respect to ________ shares and sole investment power with respect to ___________ shares. Trust Company intends to vote those shares over which it has voting control in favor of Proposal No. 1. SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS The persons named below either currently serve as directors of the Company and were elected to such positions at the Company's 1996 Annual Meeting of Shareholders held on April 23, 1996, or serve as an executive officer of the Company. The following table sets forth certain information as of June 28, 1996 respecting the persons serving as directors and executive officers of the Company:
Amount and Positions Nature of and Director Principal Beneficial Percent Name and Age Offices * Since Occupation Ownership (1) of Class Charles J. Baird Director 1988 Baird, Baird, (3) Baird & Jones, P.S.C., Attorneys Burlin Coleman Chairman of 1980 Chairman of Board (4) Board of of Directors - Directors Pikeville National Corporation Terry N. Coleman President, 1993 President & CEO - (5) Chief Executive Pikeville National Officer, Chief Corporation Operating Officer & Director Nick A. Cooley Director 1980 President - Unit Coal Corporation William A. Graham, Jr. Director 1990 Chairman - (6) Farmers-Deposit Bank Jean R. Hale Executive 1993 President & CEO - (7) Vice President, Pikeville National Secretary & Bank and Trust Director Company Brandt Mullins Vice Chairman 1980 Retired President - (8) & Director Pikeville National Bank and Trust Company M. Lynn Parrish Director 1993 Chairman - Knott Floyd (9) Land Co., Inc. Ernest M. Rogers Director 1980 President and General (10) Manager - Rogers Petroleum Services, Inc. Porter Welch Director 1995 Chairman - The Woodford (11) Bank and Trust Company John H. Mays Chairman N/A Chairman of the Board - (13) of the Board First American Bank - First American Bank Richard M. Levy Executive Vice N/A Executive Vice President President, and Chief Financial Officer Chief Financial Officer, and Treasurer Walter T. Freeman (14) Senior Vice N/A Senior Vice President and President and Senior Operations Senior Operations Officer Officer Ralph H. Weickel Executive Vice N/A Executive Vice President, Chief President, Chief Investment Officer Investment Officer and Manager of and Manager of Retail Sales Retail Sales William C. Vermillion Executive Vice N/A Executive Vice President and President and Manager of Affiliate Manager of Affiliate Operations Operations Ronald M. Holt President and N/A President and CEO of Trust Company CEO of Trust Company of Kentucky of Kentucky Directors and Executive Officers as a Group All directors and executive officers as a group (16 in number, including the above named individuals) * Burlin Coleman is also a director of Pikeville National Bank and Trust Company, Farmers National Bank, First American Bank, Community Trust Bank, FSB and Trust Company of Kentucky. Terry N. Coleman is also a director of Pikeville National Bank and Trust Company, Commercial Bank, Middlesboro, The Woodford Bank and Trust Company and Trust Company of Kentucky. Jean R. Hale is also a director of Pikeville National Bank and Trust Company and Trust Company of Kentucky. William A. Graham, Jr. is also a director of Farmers-Deposit Bank. Brandt Mullins is also a director of First Security Bank & Trust Co., Commercial Bank, West Liberty, Exchange Bank of Kentucky and Farmers-Deposit Bank. Porter Welch is also a director of The Woodford Bank and Trust Company. (1) Under the rules of the Securities and Exchange Commission, a person is deemed to beneficially own a security if the person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to beneficially own any shares which that person has the right to acquire beneficial ownership within sixty days. Shares of Common Stock subject to options exercisable within sixty days are deemed outstanding for computing the percentage of class of the person holding such options but are not deemed outstanding for computing the percentage of class for any other person. Unless otherwise indicated, the named persons have sole voting and investment power with respect to shares held by them. (2) Less than 1 percent. (3) Includes ______ shares in trust for W.J. Baird's grandchildren over which Mr. Baird is trustee with the power to vote and invest such shares. (4) Includes the following shares beneficially owned by Burlin Coleman: _______ shares held in trust over which Mr. Coleman has sole voting and investment power; ______ shares in which Mr. Coleman shares voting power pursuant to a power of attorney; and ___ shares held directly by Mr. Coleman. Excludes _____ shares held by Mr. Coleman's wife, over which Mr. Coleman has no voting or investment power. (5) Includes _____ shares held in trust, _____ shares which Terry N. Coleman may acquire pursuant to options exercisable within sixty days of the Record Date and _____ shares held in the Company's Employee Stock Ownership Plan ("ESOP"), which Mr. Coleman has the power to vote. Excludes _____ shares held by Mr. Coleman's wife, over which Mr. Coleman has no voting or investment power. (6) Includes _____ shares that Mr. Graham may acquire pursuant to options exercisable within sixty days of the Record Date and ___ shares held in the ESOP, which Mr. Graham has the power to vote. (7) Includes _____ shares which Mrs. Hale may acquire pursuant to options exercisable within sixty days of the Record Date and _____ shares held in the ESOP, which Mrs. Hale has the power to vote. Excludes _____ shares held by Mrs. Hale's husband, over which Mrs. Hale has no voting or investment power. (8) Includes ______ shares held in trust, which Mr. Mullins has the power to vote. Excludes ______ shares held by Mr. Mullins' wife, over which Mr. Mullins has no voting or investment power. (9) Excludes ___ shares held by Mr. Parrish's wife as custodian for their minor child, over which Mr. Parrish has no voting or investment power. (10) Excludes ______ shares held by Mr. Rogers' wife, over which Mr. Rogers has no voting or investment power. (11) Includes __ shares held in ESOP which Mr. Welch has the power to vote. (12) Includes ______ shares which may be acquired by all directors and executive officers as a group pursuant to options exercisable within sixty days of the Record Date. (13) Includes _____ shares which Mr. Mays may acquire pursuant to options exercisable within sixty days of the Record Date, _____ shares held in the ESOP, which Mr. Mays has the power to vote and _____ shares held in trust which Mr. Mays has the power to vote. (14) As of February 2, 1996, Mr. Freeman is no longer an employee of Pikeville National Corporation; however, he currently is retained on a consulting basis.
SHAREHOLDER PROPOSALS It is currently contemplated that the Company's 1997 Annual Meeting of Shareholders will be held on or about April 22, 1997. In the event that a shareholder desires to have a proposal considered for presentation at the Company's 1997 Annual Meeting of Shareholders and inclusion in the Proxy Statement for such meeting, the proposal must be forwarded in writing to the Secretary of the Company so that it is received no later than November 22, 1996. Any such proposal must comply with the requirements of Rule 14(a)-8 promulgated under the Securities Exchange Act of 1934. MISCELLANEOUS The Board of Directors urges each Shareholder who does not intend to be present and to vote at the Special Meeting to complete, sign, and return the enclosed proxy as promptly as possible. By Order of the Board of Directors Burlin Coleman Terry N. Coleman Chairman of the Board President Pikeville, Kentucky July 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----