-----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, SHE+DOcLZb25WnjFmYktj6MnkD3iVTJ4a0NOBP41SxdHOmYptetxf0wi+TMK/hZ/ y0agIlrSTtvEl1fqHV0UTQ== 0000713095-96-000004.txt : 19960314 0000713095-96-000004.hdr.sgml : 19960314 ACCESSION NUMBER: 0000713095-96-000004 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19960313 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS CAPITAL BANK CORP CENTRAL INDEX KEY: 0000713095 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611017851 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14412 FILM NUMBER: 96534284 BUSINESS ADDRESS: STREET 1: W MAIN ST PO BOX 309 STREET 2: ONE FARMERS BANK PLZ CITY: FRANKFORT STATE: KY ZIP: 40602 BUSINESS PHONE: 5021171600 MAIL ADDRESS: STREET 1: P O BOX 309 STREET 2: WEST MAIN STREET CITY: FRANKFORT STATE: KY ZIP: 40602 DEF 14A 1 [FEE-PAID] 125.00 [METHOD] FEDWIRE [PAYOR] [CIK] 0000713095 [CCC] tea2day* [/PAYOR] SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Farmers Capital Bank Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Aggregate number of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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: Farmers Capital Bank Corporation One Farmers Bank Plaza Frankfort, Kentucky 40601 Notice of Annual Meeting of Shareholders to be Held May 9, 1995 The Annual Meeting of Shareholders of Farmers Capital Bank Corporation (the "Corporation") will be held at the main office of Farmers Bank & Capital Trust Co., One Farmers Bank Plaza, Frankfort, Kentucky, on Tuesday, May 9, 1995 at 11:00 a.m. for the following purposes: 1. The election of four directors for three-year terms ending in 1998 or until their successors have been elected and qualified; 2. Ratification of the appointment of Coopers & Lybrand as independent accountants for the Corporation and its subsidiaries for the calendar year 1995; and 3. The transaction of such other business as may properly come before the meeting or any adjournment or adjournments thereof. Only shareholders of record at the close of business on April 1, 1995 are entitled to notice of and to vote at this meeting, or any adjournment thereof. The stock transfer books will not be closed. It is desirable that as many shareholders as possible be represented at the meeting. Consequently, whether or not you now expect to be present, please execute and return the enclosed proxy. You may revoke the proxy at any time before the authority therein is exercised. Simply complete, date, sign and return the proxy in the enclosed prepaid envelope. By order of the Board of Directors, James H. Childers James H. Childers Secretary Frankfort, Kentucky April 3, 1995 Your Vote Is Important Please date, sign and promptly return the enclosed proxy in the accompanying postage-paid envelope. Farmers Capital Bank Corporation One Farmers Bank Plaza Frankfort, Kentucky 40601 502/227-1600 Proxy Statement Annual Shareholders Meeting-May 9, 1995 General The Board of Directors of Farmers Capital Bank Corporation (the "Corporation") hereby solicits your proxy for use at the Annual Shareholder's Meeting (the "Meeting"). The Meeting will be held at the main office of Farmers Bank & Capital Trust Co. ("Farmers Bank"), One Farmers Bank Plaza, Frank fort, Kentucky, on Tuesday, May 9, 1995 at 11:00 a.m., or at any adjournment thereof. The persons named as proxies in the form of proxy, Charles S. Boyd and Dr. John P. Stewart, have been designated as proxies by the Board of Directors. When the enclosed proxy is executed and returned before the Meeting, the shares represented thereby will be voted at the Meeting as specified thereon. Any person executing the enclosed proxy may revoke it prior to the voting at the Meeting by giving written notice of revocation to the Secretary of the Corporation, by filing a proxy bearing a later date with the Secretary or by attending the Meeting and voting his or her shares in person. This Proxy Statement and the accompanying form of proxy are first being sent to shareholders on or about April 3, 1995. Matters to be Considered The matters which the Board of Directors proposes to bring before the shareholders at the Meeting are as follows: 1. Election of four directors for three-year terms ending in 1998, or until their successors have been elected and qualified; 2. Ratification of the appointment of Coopers & Lybrand as independent accountants for the Corporation and its subsidiaries for the calendar year 1995. The four nominees for director receiving the highest number of votes shall be elected directors, to hold the office for three year terms ending in 1998 or until their successors are elected and qualified. Under Kentucky law, the presence in person or by proxy of at least a majority of the shares of outstanding common stock entitled to vote is necessary to constitute a quorum. Voting Voting rights are vested exclusively in the holders of shares of Corporation Common Stock. A shareholder is entitled to one vote per share of Corporation Common Stock owned on each matter coming before the Meeting except that voting rights are cumulative in connection with the election of directors. In the election of directors, each shareholder is entitled to as many votes as are equal to the number of such shareholder's shares of Corporation Common Stock multiplied by the number of directors to be elected, and the shareholder may cast all such votes for a single nominee or distribute such votes among two or more nominees as the shareholder sees fit. For example, if you own 100 shares of Corporation Common Stock you can give each of the four nominees 100 votes, one of the nominees all 400 votes or any other division of your 400 votes among the nominees as you see fit. Any vote for the election of directors of the Board of Directors proxy form as described herein will constitute discretionary authority to the named proxies to cumulate the votes to which such proxy forms relate as they shall determine. Only shareholders of record at the close of business on April 1, 1995 will be entitled to receive notice of and to vote at the Meeting. On April 1, 1995 there were 3,866,382 shares of Corporation Common Stock issued and outstanding. Shareholders being present in person or by proxy representing a majority of the outstanding shares of the Corporation shall constitute a quorum. If a quorum is present, a majority of the votes cast in person or by proxy shall constitute a plurality meaning that the individuals who receive the largest number of votes are elected as directors. Accordingly, any shares not voted (whether by withholding authority, broker's non-vote or otherwise) have no impact on the election of directors except to the extent that the failure to vote for an individual results in another individual receiving a larger number of votes. The following table gives the indicated information as to all persons or entities known to the Corporation to be beneficial owners of more than five (5%) percent of the shares of Corporation Common Stock. Unless otherwise indicated, beneficial ownership includes both voting power and investment power. Amount an Nature of Beneficial Ownership of Corporation Name and Address of Common Stock as of Percent Beneficial Owner April 1, 1995 of Class1 Farmers Bank & Capital 478,083.868 2 12.4 Trust Co., as Fiduciary One Farmers Bank Plaza Frankfort, KY 40601 1 Based on 3,866,382 shares of Corporation Common Stock outstanding as of April 1, 1995. 2 The shares indicated are held by the Trust Department of Farmers Bank, a subsidiary of the Corporation, in fiduciary capacities as trustee, executor, agent or otherwise. Of the shares indicated, Farmers Bank has the sole right to vote 432,087.868 shares, or approximately 11.2% of the outstanding shares. All such shares will be voted at the Meeting. Farmers Bank holds no voting power with respect to 45,996 shares of Corporation Common Stock which it holds in a fiduciary capacity. In addition, of the shares indicated, Farmers Bank has sole investment power with respect to 200,739 shares (5.2% of outstanding shares), shared investment power with respect to 171,240 shares (4.4% of the outstanding shares) and no investment power with respect to 106,104.868 shares (2.7% of the outstanding shares). Election of Directors Pursuant to the Corporation's Articles of Incorporation, as amended, at the 1995 Annual Meeting of Shareholders there shall be elected four directors who shall hold office for three-year terms ending in 1998, or until their successors are elected and qualified. The persons named in the enclosed proxy will vote such proxy for the election of the nominees listed in the table below, under the caption "Nominees for three-year terms ending in 1998," for the office of director. If any of the nominees listed has become unavailable for any reason at the time of the Meeting, the persons named in the proxy will vote for such substitute nominee as they, after consultation with the Corporation's Board of Directors, shall determine. The Board of Directors currently knows of no reason why any of the nominees listed below is likely to become unavailable. If considered desirable, cumulative voting will be exercised by the persons named in the proxy to elect as many of such nominees as possible. Principal Has Served Position and Occupation Nominee As Director Offices with During the Other and age Since 1 Corporation 2 Past Five Years 3 Directorships 4 Nominees for Three Year Terms Ending in 1998 Warner U. Hines 1982 Director Realtor, Kentucky (67) Hines & Investors, Inc. McDonald John J. Hopkins 1982 Director Attorney GTE South, (69) Inc. Dr. John P. Stewart 1982 Chairman of Radiologist (67) the Boards (retired) of Directors of the Corporation and Farmers Bank William R. Sykes 1989 Director and President and Chief (58) Vice President; Executive Officer of Director, FCB Farmers Bank Services, Inc. and Leasing One Corp. Principal Has Served Position and Occupation Nominee As Director Offices with During the Other and age Since 1 Corporation 2 Past Five Years 3 Directorships 4 Continuing Directors Whose Terms Expire in 1996 Charles O. Bush 1982 Director; Director (62) Director, Money One Credit Corp. E. Bruce Dungan 1982 Director President and Chief (66)** Executive Officer of Corporation, May 1988 to December 1991; Michael M. Sullivan 5 1982 Director and Vice President-Cashier (57) Vice President of Farmers Bank of Corporation; Senior Vice President, FCB Services, Inc. Continuing Directors Whose Terms Expire in 1997 Charles S. Boyd 1992 Director; President Senior Vice President (53)* and Chief Executive and Chief Financial Officer of the Officer of Corporation Corporation and Farmers Bank Dr. John D. Sutterlin 1982 Director; Dentist, (54) Director Leasing Sutterlin & One Corp. Bradshaw, P. S. C. Joseph C. Yagel, Jr. 1982 Director President, J. C. Yagel (67) Hardware, Inc. *Also a director of United Bank & Trust Co. ("United Bank"), Lawrenceburg National Bank ("Lawrenceburg Bank"), Farmers Bank and Trust Co. in Georgetown, Kentucky ("Farmers Georgetown Bank"), First Citizens Bank, Hardin County, Inc., Horse Cave State Bank ("Horse Cave Bank"), and FCB Services, Inc., all of which are subsidiaries of the Corporation as well as Money One Credit of Kentucky, Inc. ("Money One"), a subsidiary of Farmers Bank. **Also a director of "First Citizens Bank", "Horse Cave Bank", FCB Services, Inc., and Money One. 1 Refers to the year in which the nominee or the continuing director became a director of the Corporation. 2 All directors are also directors of Farmers Bank & Capital Trust Co. 3 None of the corporations or organizations listed in this column, apart from Farmers Bank, are parents, subsidiaries or affiliates of the Corporation. 4 Listed are directorships held by each nominee or continuing director in any corporation with a class of securities registered with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act, or any corporation registered as an investment company under the Investment Company Act of 1940. 5 Michael M. Sullivan and Joseph C. Yagel, Jr. are first cousins. Apart from that relationship, none of the directors are related by blood, marriage or adoption in relationship less remote than second cousin to any other director. In addition to the nominees and continuing directors listed in the table above, Mr. Frank Sower and Mr. Charles T. Mitchell serve as Advisory Directors to the Corporation. The retirement policy for directors of the Corporation states that directors shall retire upon reaching age 70 and may at that time, at the discretion of the Board of Directors, become Advisory Directors. During 1994, the Board of Directors of the Corporation had a total of ten meetings. With the exception of Mr. Hopkins, each of the Corporation's directors attended at least seventy percent (70%) of the aggregate number of meetings of the Board of Directors and the committees on which each such director served. Committees of the Board of Directors There are three standing committees of the Board of Directors of the Corporation; the Retirement Committee, the Audit Committee, and Compensation Committee. The Retirement Committee consists of William R. Sykes, Charles S. Boyd, G. Anthony Busseni - President, Farmers Georgetown Bank, Brenda Rogers - - Secretary of Farmers Bank, James E. Staples - Vice President, Farmers Capital Bank Corporation, Paul H. Vaughn - Executive Vice President of Lawrenceburg National Bank, Charles T. Mitchell and John J. Hopkins. During 1994, the Retirement Committee met two times. The Audit Committee consists of Charles T. Mitchell, Warner U. Hines, Dr. John P. Stewart and Joseph C. Yagel, Jr. During 1994, the Audit Committee met four times. The Compensation Committee met once during 1994. Stock Ownership of Management The table below gives the indicated information as to the shares of Corporation Common Stock beneficially owned by all directors and nominees, advisory directors and executive officers. Unless otherwise indicated, beneficial ownership includes both voting power and investment power. Amount and Nature of Beneficial Ownership of Percent Corporation Common of Name Stock as of April 1, 1995 1 Class 2 Charles S. Boyd 8,407.406 3 .22 Charles O. Bush 7,000.000 4 .18 E. Bruce Dungan 39,917.686 5 1.04 Warner U. Hines 15,907.158 6 .42 John J. Hopkins 75,700.000 7 1.96 Charles T. Mitchell 16,500.000 8 .43 Frank W. Sower 160,067.000 9 4.14 John P. Stewart 37,750.000 10 .98 Michael M. Sullivan 112,292.494 11 2.90 John D. Sutterlin 29,738.765 12 .77 William R. Sykes 7,263.785 13 .19 Joseph C. Yagel, Jr. 50,050.000 14 1.30 James H. Childers 7,358.262 15 .19 Gordon M. Taylor 17,798.893 16 .46 All directors and nominees, 585,834.985 15.18 advisory directors and officers as a group 1 All entries are based on information provided to the Corporation by its directors and officers. The persons listed, unless otherwise indicated, are the sole owners of the reported securities and accordingly exercise both sole voting and sole investment power over the securities. However, as indicated in the following footnotes, this column includes, in some instances, shares of Corporation Common Stock in which members of the immediate family of the person listed have a specified interest, as well as shares in which entities owned or controlled by the person listed has a specified interest. These shares are reported because of the definition of "beneficial ownership" for purposes of federal securities laws. In each such case, the direct beneficial ownership of any such shares and declares that the filing of this statement shall not be construed as an admission that the director is, for the purposes of sections 13(d) or 14(d) of the Securities Exchange Act of 1934, the beneficial owner of such securities. 2 Based on 3,866,382 shares of Corporation Common Stock outstanding as of April 1, 1995. 3 Includes 5,719.433 shares held jointly with Mr. Boyd's wife, Lee Boyd; and 365.369 shares held for him in the Employees Stock Ownership Plan (the ESOP). 4 Includes 5,925 shares held in trust for the benefit of Mr. Bush's wife and children, with Mr. Bush's wife serving as trustee and over which Mr. Bush has sole investment and voting power. 5 Includes 2,625 shares owned by Mr. Dungan's son, Bruce G. Dungan, a Vice President of Farmers Bank, 1,000 shares held by Mr. Dungan's son, Patrick M. Dungan, and 21,000 shares owned by Mr. Dungan's wife, Peggy D. Dungan; and 605.975 shares held for him in the ESOP. 6 Includes 1,850 shares owned by Mr. Hines' wife, Suzanne W. Hines; and 910.422 shares owned by three of Mr. Hines' children. 7 Includes 4,000 shares held by Mr. Hopkins' wife, Patricia M. Hopkins; 2,750 shares held by Mr. Hopkins' son, John J. Hopkins III; 2,650 shares held by Mr. Hopkins daughter, Mary Hopkins Thacker; 100 shares jointly held by Mr. Hopkins' daughter and her husband, B. Thomas Thacker; 100 shares owned by Mr. Hopkins' son-in-law, B. Thomas Thacker; and 100 shares owned jointly by Mr. Hopkins' wife and her mother, Mrs. Elsie B. Moore. 8 Includes 3,600 shares owned by Mr. Mitchell's wife, Jean G. Mitchell; 3,700 shares held in Individual Retirement Account established by Mr. Mitchell with Farmers Bank serving as trustee. 9 Includes 17,400 shares owned by Mr. Sower's wife, Minnie Lynn Sower; 9,650 shares owned by Mr. Sower's son, Frank W. Sower, Jr.; 18,120 shares owned by Mr. Sower's son, John R. Sower; 3,897 shares held by Mr. Sower's daughter, Lynn Sower Bufkin. 10 Includes 30,750 shares held by Dr. Stewart as trustee for his own benefit; 5,000 shares held in trust by Farmers Bank for the benefit of three of Dr. Stewart's children. 11 Includes 17,040 shares held by Pat Sullivan Insurance Agency, Inc., of which Mr. Sullivan is President; 1,125 shares owned by Mr. Sullivan's three children; 280 owned by Mr. Sullivan's wife Lynn Sullivan; and 262.494 shares held for him in the ESOP. 12 Includes 7,960 shares held in a private pension plan established by Dr. Sutterlin with Farmers Bank serving as trustee; and 78.765 shares held by Dr. Sutterlin's three children. 13 Includes 567.798 shares held for him in the ESOP, and 1,444.964 held by his wife, Sue A. Sykes. 14 Includes 4,515 shares held by Mr. Yagel's wife Sallie E. Yagel; 18,460 shares held by her as trustee for her benefit; 21,090 held by Mr. Yagel as trustee for his benefit; and 1,000 shares held in Mr. Yagel's IRA. 15 Includes 341.316 shares held in a Keogh Plan Account; 675 shares held in trust for his children with his wife serving as a trustee; and 341.946 held by the ESOP. 16 Includes 400 shares owned by his wife, Joan H. Taylor; and 403.893 held for him in the ESOP. Further Information As To Management Compensation During 1994, Mr. Boyd received compensation from the Corporation as President and Mr. Childers received compensation from the Corporation as Executive Vice President. Messrs. Sykes and Taylor received their compensation through Farmers Bank. The following table shows the cash compensation paid in 1994 by either the Corporation or Farmers Bank to the Corporation's four most highly compensated executive officers. Long Term Compensation Annual Compensation Awards Payouts (a) (b) (c) (d) (e) (f) (g) (h) (i) Other Name Annual Restricted All Other and Compen- Stock LTIP Compen- Principal Salary sation Awards Options/Payouts sation 2 Position Year ($)1 Bonus($) ($) ($) SARs(#) ($) ($) Charles S. Boyd 1992 135,275.67 23,695.04 10,255.41 President 1993 160,499.99 11,404.14 & CEO 1994 174,922.75 7,103.69 14,746.13 William R. Sykes President & CEO 1992 170,463.14 19,174.05 12,486.40 Farmers 1993 170,535.98 15,980.08 12,643.38 Bank 1994 170,535.98 6,902.66 14,526.79 Gordon M. Taylor Treasurer & EVP 1992 101,320.75 6,835.50 7,819.98 Farmers 1993 103,352.88 7,054.87 7,976.35 Bank 1994 106,315.38 4,165.02 9,253.78 James H. Childers EVP, 1992 90,804.82 11,342.50 6,987.98 Secr., 1993 92,749.97 7,143.97 Gen. 1994 95,749.99 3,770.55 8,374.47 Counsel 1 The compensation indicated in this column includes cash compensation to such persons in all capacities indicated as well as compensation in the form of director's fees for service as a director of one or more of the Corporation's subsidiaries. 2 The amounts reflected in this column include the amounts contributed by the Corporation to the accounts of the named individuals in the Corporation Pension Plan and the Corporation Salary Savings Plan, both of which are described below. Compensation of Directors Directors of the Corporation who are not employed as officers of either the Corporation or any subsidiary receive an annual fee of $2,000.00. Directors of the Corporation who are not employed by the Corporation or any subsidiary, but who are also directors of Farmers Bank receive an annual fee from the Bank of $10,000 plus $50 per meeting attended for membership on Farmers Bank committees such as the Trust Committee, the Audit Committee and the Loan Committee. Dr. John P. Stewart receives $6,000.00 in addition to his normal director's fee for his services as Chairman of the Board. Compliance with Section 16 (2) of the Exchange Act: According to information provided to the Corporation by its directors and officers, all are in compliance with Section 16 (2) of the Act. Report of Compensation Committee The Compensation Committee is composed of Dr. John P. Stewart, M. D., Chairman of the Board of Directors, Mr. Charles T. Mitchell, CPA, a former Director and now an advisory director, and Mr. Charles O. Bush, a director. The Compensation Committee set Mr. Boyd's salary, as indicated on the foregoing table, at a level consistent with Chief Executive Officers of financial corporations of comparable size according to information available to the committee. Mr. Boyd's salary for 1994 was well within the third quartile of regional chief executive officers. The factors normally considered by the Compensation Committee were tempered in 1993 by the fact that the Corporation received the proceeds from a bond claim relating to its fraud loss in 1990 and also benefited from the adoption of SFAS 109. Net income increased to $10.8 million in 1993 compared to $6.3 million in 1992. After eliminating the above-mentioned factors, net income rose to $6.9 million or 9.6% increase. Return on average assets and average equity rose to 1.33% and 11.86%, respectively, compared to .78% and 7.16% in 1992. After eliminating the nonrecurring factors, the return on average assets was .85% and the return on average equity was 7.60%. Moreover, in 1993, the nonperforming assets of the Corporation continued to decline by approximately 55%. The Compensation Committee believes that the Corporation will continue to rebound from its fraud loss in 1990 and its nonperforming loan problem which existed in 1991. The Compensation Committee is also responsible for setting the salaries of other named executive officers. The setting of those salaries is based upon the Corporation's general compensation policy which considers both quantitative and qualitative variables. Those variables consist of, but are not limited to performance of the Corporation, performance of the individual subsidiaries, the individual's contribution to performance, industry standards, number of individuals supervised, experience and education in key areas, corporate needs and current economic conditions. The Compensation Committee is also responsible for administering the Corporation's incentive plan. The plan is designed to award incentive payments to all full-time employees of the Corporation and its subsidiaries when certain threshold levels of performance are met. The Committee established the incentive threshold at the earnings level budgeted by the Corporation. As the earnings of the Corporation exceed that threshold, certain incentive percentages are triggered. For example, if earning exceed the budgeted threshold by an amount equal to 1% of the full-time employee salaries, then the employees get a 1/2 of 1% incentive payment. Likewise, if the earnings exceed the threshold by 2% of full-time employee salaries, the employees get a 1% incentive payment. In 1994, earnings exceed the budgeted threshold by such an amount that each employee received an additional 4.1% of his salary. For 1995, a threshold some 17% higher than the threshold for 1994 and 10% higher than reported 1994 earnings, has been established. All amounts of compensation indicated are deductible for income tax purposes. Dr. John P. Stewart, M.D. Charles T. Mitchell, C.P.A. Charles O. Bush Comparison of Cumulative Total Return among Farmers Capital Bank Corporation, NASDAQ Market Index and MG Bank Industry Peer Group Index
Measurement Period Farmers Capital NASDAQ MG (Fiscal Year Covered) Bank Corporation Market Index Group Index Measurement Pt - 12/29/89 $100 $100 $100 FYE 12/31/90 $82.68 $81.12 $88.18 FYE 12/31/91 $75.47 $104.14 $144.25 FYE 12/31/92 $106.36 $105.16 $149.62 FYE 12/31/93 $138.02 $126.14 $158.14 FYE 12/31/94 $159.42 $132.44 $158.80
Corporation Pension Plan The Corporation and its subsidiaries maintain a Pension Plan for their respective employees, which Pension Plan functions both as an employee stock ownership plan and as a money purchase pension plan. Employees who have attained the age of twenty-one and who have completed one year of service are eligible to participate in the Pension Plan. For purposes of the Plan, a year of service is a twelve month period in which an employee works at least 1000 hours. The money purchase portion of the Pension Plan provides that the Corporation shall contribute to the Plan for a Plan Year on behalf of each participant an amount equal to 4% of such participant's compensation for the Plan Year. In addition to the money purchase component of the Pension Plan, the Pension Plan also includes an employee stock ownership component. The Pension Plan provides that the Corporation, in addition to its 4% contribution, may at its discretion contribute additional amounts (up to the maximum imposed by federal law) which will be allocated to all participants in the ratio that each participant's compensation bears to all participants' compensation. Such discretionary contributions will be utilized to purchase shares of Corporation Common Stock to be held in the participants' accounts. Such shares of Corporation Common Stock may be acquired from the Corporation, its shareholders or the open market and may be acquired at any price provided that the price does not exceed the market price at the time of the purchase. A 1% discretionary contribution was made to the Pension Plan in 1994. Amounts voluntarily contributed by a participant to a tax-deferred account under the Corporation Salary Savings Plan described below are considered as part of the participant's compensation for purposes of computing contributions to the Pension Plan. The benefits which a participant can ultimately expect to receive from the Pension Plan are based upon the amount of the annual contributions made by the Corporation to his or her account together with the accumulated value of all earnings on these contributions. A participant who has completed seven years of service with the Corporation or its subsidiaries will be 100% vested in the balance of his or her account, with the Pension Plan's complete vesting schedule as follows: three years of service, 20% vested; four years of service, 40% vested; five years of service, 60% vested; six years of service, 80% vested; and seven years of service, 100% vested. The Corporation officers listed above in the compensation table participate in the Pension Plan and the amounts shown in the compensation table under the caption " All other compensation" include the amounts contributed in 1994 for the benefit of Corporation officers listed above in the compensation table as follows: Mr. Boyd $8,746.13; Mr. Childers, $4,652.49; Mr. Sykes $8,526.79; Mr. Taylor $5,140.76; and the executive officers as a group $27,066.17. Corporation Salary Savings Plan The Corporation and its subsidiaries maintain a Salary Savings Plan for their employees who have attained the age of 21 and who have completed one year of service with the Corporation or its subsidiaries. A year of service is a twelve-month period in which an employee works at least 1,000 hours. The Savings Plan provides for four types of contributions, as follows: 1. Voluntary tax deferred contributions made by the participant. 2. Matching contributions made by the Corporation. 3. Non-discretionary Corporation contributions of a percentage of a participant's compensation. 4. Discretionary Corporation contributions. A participant is permitted to make tax-deferred voluntary contributions under a salary reduction agreement. This deferral of compensation is subject to certain limitations, one of which is the limit imposed by the Internal Revenue Code of 1986, as amended, upon the dollar amount of the deferral. In 1994, such limit was $9,240.00. All tax deferred contributions made by a participant up to an amount equal to 4% of such participant's compensation are matched on a dollar-for-dollar basis by a Corporation contribution to the Savings Plan, subject to certain limitations. No matching contributions are made with regard to a participant deferral contribution in excess of 4% of compensation. The Corporation may, in its sole discretion, make additional contributions to the Savings Plan on behalf of participants. The Corporation made no discretionary contribution to the Savings Plan in 1994. Discretionary contributions are allocated among participants in the ratio that each participant's compensation bears to all participant's compensation. Amounts voluntarily contributed by a participant to the participant's tax-deferred account under the Savings Plan are considered as part of the participant's compensation for purposes of computing the Corporation's contribution to the Savings Plan. The Salary Plan participants are immediately vested in 100% of their tax-deferred voluntary contributions. As to all other amounts contributed by the Corporation to the Savings Plan, the vesting schedule mirrors that of the Corporation Pension Plan enumerated above. The amounts shown in the compensation table above under the caption "All Other Compensation" include the matching contribution amounts accrued in 1994 for the benefit of the Corporation officers participating in the Savings Plan, as follows: Mr. Boyd, $8,000.00; Mr. Childers, $3,721.98; Mr. Sykes, $6,000.00; Mr. Taylor, $4,113.02, and the executive officers as a group, $19,835.00. Transactions with Management Farmers Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, Farmers Georgetown Bank and Horse Cave Bank have had banking transactions in the ordinary course of business with directors and executive officers of the Corporation and their associates, and expect to have such transactions in the future. All loans to such persons or their associates have been on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others, and have not involved more than normal risk of collectability or other unfavorable features. Farmers Bank, United Bank, Lawrenceburg Bank, First Citizens Bank, Farmers Georgetown Bank and Horse Cave Bank have also engaged and expect to engage in the future in transactions in the ordinary course of business with directors and executive officers of the Corporation and their associates involving services as a depository of funds, trustee or similar services. All such transactions have been on the same terms as those prevailing at the time for comparable transactions with other persons. The Corporation and Farmers Bank purchase certain insurance coverage through the Pat Sullivan Insurance Agency, Inc., paying an annual premium which was $468,630.51 for the Corporation in 1994. Mr. Michael M. Sullivan, a director and officer of FCB Services, Inc., is the president, a director, and significant shareholder of the Pat Sullivan Insurance Agency, Inc. Farmers Bank pays $13,850 annually to a real estate partnership, Frankfort Plaza Company, for a land lease to the property on which its West Frankfort Branch is located. Mr. Warner U. Hines and Dr. John P. Stewart, both of whom are members of the Corporation's and Farmers Bank's Board of Directors, are partners in Frankfort Plaza Company. Farmers Bank leases the second floor of a building located at 201 West Main Street, Frankfort, Kentucky, to the Charles T. Mitchell Company for $22,000 per year. Mr. Charles T. Mitchell is an advisory director of the Corporation and Farmers Bank and is a former partner (now retired) in the Charles T. Mitchell Company. Farmers Bank paid a $3,000 retainer fee to Attorney John J. Hopkins, a member of the Corporation's and Farmers Bank's Board of Directors. Ratification Of Independent Accountants. (The Corporation's Board of Directors recommends voting FOR this proposal, which is designated in the Proxy as Item 2. Adoption of this proposal requires the affirmative vote of a majority of the shares of Corporation Common Stock that are voted at the Meeting.) The Board of Directors of the Corporation has appointed (subject to shareholder ratification) Coopers & Lybrand as auditors of the Corporation and its subsidiaries for the year 1995. Coopers & Lybrand is a nationally known firm. It is one of the six largest accounting firms in the country with offices in several major cities. Although it is not legally required, the Board of Directors desires, as a matter of corporate policy, to submit the selection of Coopers & Lybrand for ratification at the Meeting. The following resolution concerning the appointment of independent accountants will be offered at the meeting: "RESOLVED, that the appointment by the Board of Directors of Coopers & Lybrand as auditors of the Corporation and its subsidiaries for the year 1995 is hereby ratified." Representatives of Coopers & Lybrand will be present at the Meeting with the opportunity to make a statement and respond to appropriate questions. General 1996 Annual Meeting. It is presently contemplated that the 1996 Annual Meeting of the Shareholders will be held on or about May 8, 1996. In order for any shareholder proposal to be included in the proxy material of the Corporation for the 1996 Annual Meeting of Shareholders, it must be received by the Secretary of the Corporation no later than December 10, 1995. It is urged that any such proposals be sent by certified mail, return receipt requested. Expenses. The expense of this solicitation of proxies will be borne by the Corporation. Solicitations will be made by the use of mails, except that proxies may be solicited personally or by telephone by directors and officers of the Corporation. The Corporation does not expect to pay any other compensation for the solicitation of proxies, but will reimburse brokers and other persons holding stock in their names, or in the name of nominees, for their expenses in sending proxy materials to their principals. Other Business The Board of Directors does not presently know of any matters which will be presented for action at the Meeting other than the election of directors, and the ratification of the appointment of Coopers & Lybrand as the Corporation's independent accountants for 1995. However, if any other matters properly come before the Meeting, the holders of proxies solicited by the Board of Directors of the Corporation will have the authority to vote the shares represented by all effective proxies on such matters in accordance with their best judgement. Annual Report Shareholders have concurrently with this Proxy Statement been sent a copy of the Corporation's Annual Report for the year ended December 31, 1994. The sections of said Annual report entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as all financial statements found therein (and reports and notes thereto), are expressly incorporated by reference into this Proxy Statement. The Corporation has filed with the Securities and Exchange Commission an annual report on Form 10-K for the year ended December 31, 1994 under the Securities and Exchange Act of 1934. Upon written request, the Corporation will furnish any person who is a shareholder of the Corporation as of April 1, 1995, a copy of such Form 10-K without charge. Send requests to James H. Childers, Secretary, Farmers Capital Bank Corporation, One Farmers Bank Plaza, Frank fort, Kentucky 40601. The Form 10-K report is not part of this material for the solicitation of proxies. By Order of the Board of Directors, James H. Childers James H. Childers Secretary Frankfort, Kentucky April 3, 1995 Proxy card - Appendix Farmers Capital Bank Corporation Proxy Solicited by the Board of Directors in accordance with the notice of Annual Meeting of Share holders and Proxy Statement dated April 3, 1995 for the Annual Meeting of Shareholders to be held May 9, 1995 The undersigned shareholder hereby appoints Charles S. Boyd and Dr. John P. Stewart, or any of them with full power of substituion, to act as proxy for and to vote the stock of the undersigned at the Annual Meeting of Shareholders of Farmers Capital Bank Corporation to be held at Farmers Bank & Capital Trust Co., One Farmers Bank Plaza, Frankfort, Kentucky on Tuesday, May 9, 1995, at 11:00 a.m., local time, notice of which meeting and accompanying Proxy Statement being hereby acknowledged as having been received by the undersigned, and at any adjournment or adjournments thereof, as fully as the undersigned would be entitled to vote if then and there personally present. Without limiting the general authorization and power hereby given, the above proxies are directed to vote as follows: 1. The election of directors of the Corporation as set forth in the Board of Director's Proxy Statement, including discretionary authority of selective cumulation. FOR all nominees listed BELOW (except as marked to the contrary below) Warner U. Hines, John J. Hopkins, Dr. John P. Stewart, and William R. Sykes (or any substitute nominee should any of the above become unavailable for any reason) WITHHOLD AUTHORITY to vote for all nominees. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) 2. A proposal to ratify the appointment of Coopers & Lybrand as the Corporation's independent accountants for the calendar year 1995: and FOR AGAINST ABSTAIN 3. In their discretion, upon such other matters as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES REFERRED TO IN ITEM 1 (INCLUDING ANY SUBSTITUTE NOMINEE IN THE CASE OF UNAVAILABILITY), AND FOR THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS FOR THE CALENDAR YEAR 1995 AS REFERRED TO IN ITEM 2. PLEASE DATE AND SIGN BELOW, AND RETURN IN THE ENCLOSED ENVELOPE. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS STATED HEREIN. Signature of Shareholder(s) Please sign your name above exactly as it appears on your stock certificate(s). Joint owners must each sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Date 1995 -----END PRIVACY-ENHANCED MESSAGE-----