SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
CKF BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
5. Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
[LETTERHEAD]
March 18, 1997
Dear Stockholder:
We invite you to attend the 1997 Annual Meeting of
Stockholders of CKF Bancorp, Inc. to be held at Central Kentucky
Federal Savings Bank, 340 West Main Street, Danville, Kentucky on
Tuesday, April 15, 1997 at 5:00 p.m., local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the Annual Meeting. Also
enclosed is an Annual Report to Stockholders for the 1996 fiscal
year. Directors and officers of the Company as well as
representatives of Miller, Mayer, Sullivan & Stevens, RLLP, the
Company's independent auditors, will be present to respond to any
questions the stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ John H. Stigall
John H. Stigall
President and Chief
Executive Officer
________________________________________________________________
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
(606) 236-4181
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1997
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of CKF Bancorp, Inc. (the
"Company"), will be held at Central Kentucky Federal Savings
Bank, 340 West Main Street, Danville, Kentucky at 5:00 p.m.,
local time, on Tuesday, April 15, 1997.
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on March 10, 1997, are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The Proxy Card will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas R. Poland
Thomas R. Poland
Secretary
Danville, Kentucky
March 18, 1997
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
________________________________________________________________
PROXY STATEMENT
OF
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1997
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of CKF Bancorp,
Inc. (the "Company"), the holding company of Central Kentucky
Federal Savings Bank ("Central Kentucky Federal" or the "Bank"),
to be used at the 1997 Annual Meeting of Stockholders of the
Company (the "Annual Meeting") which will be held at Central
Kentucky Federal Savings Bank, 340 West Main Street, Danville,
Kentucky on Tuesday, April 15, 1997, at 5:00 p.m., local time.
The accompanying Notice of Annual Meeting and form of proxy and
this Proxy Statement are being first mailed to stockholders on or
about March 18, 1997.
The Company was organized in August 1994 and became the
holding company for the Bank upon consummation of the Bank's
conversion from mutual to stock form and concurrent holding
company formation (the "Conversion") on December 29, 1994.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
Where no instructions are indicated, proxies will be voted for
the nominees for directors set forth below and in favor of each
of the other proposals set forth in this Proxy Statement for con-
sideration at the Annual Meeting. The proxy confers
discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and
with respect to matters incident to the conduct of the Annual
Meeting. If any other business is presented at the Annual
Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting and
all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or
the filing of a later dated proxy prior to a vote being taken on
a particular proposal at the Annual Meeting. A proxy will not be
voted if a stockholder attends the Annual Meeting and votes in
person. The presence of a stockholder at the Annual Meeting in
itself will not revoke such stockholder's proxy.
________________________________________________________________
VOTING SECURITIES
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the common stock, $.01 par value per share, of the
Company (the "Common Stock"). Stockholders of record as of the
close of business on March 10, 1997 (the "Record Date"), are
entitled to one vote for each share then held. As of the Record
Date, there were 950,000 shares of the Common Stock issued and
outstanding.
________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
________________________________________________________________
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect to
such ownership pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The following table sets forth,
as of the Record Date, certain information as to the Common Stock
beneficially owned by any person or group of persons who is known
to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock. Other than as disclosed below,
management knows of no person who beneficially owned more than 5%
of the Common Stock at the Record Date.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- ------------------ ------------ ------------
CKF Bancorp, Inc.
Employee Stock Ownership Plan
and Trust
340 West Main Street
Danville, Kentucky 40422 80,000 (2) 8.4%
<FN>
_______________
(1) In accordance with Rule 13d-3 under the Exchange Act, a
person is deemed to be the beneficial owner, for purposes
of this table, of any shares of the Common Stock if he or
she has or shares voting or investment power with respect
to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date.
As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares.
Except as otherwise noted, ownership is direct and the
named individuals and group exercise sole voting and
investment power over the shares of the Common Stock.
(2) These shares are held in a suspense account for future
allocation among participating employees as the loan used
to purchase the shares is repaid. The ESOP trustees,
currently Directors Fox, Goggans and Bosley, vote all
allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no
instructions have been received are voted by the ESOP
trustees in the same ratio as participants direct the
voting of allocated shares or, in the absence of such
direction, in the ESOP trustees' best judgment. At the
Record Date, approximately 10,692 shares had been
allocated.
</FN>
The following table sets forth information regarding the
shares of Common Stock beneficially owned as of the Record Date
by each director of the Company and by all directors and
executive officers as a group.
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT THE PERCENT
NAME AND POSITION RECORD DATE (1) OF CLASS
- ------------------ --------------- --------
W. Irvine Fox, Chairman of the Board 35,800 3.8%
John H. Stigall, President, Chief Executive
Officer and Director 43,070 4.5
Jack L. Bosley, Jr., Director 25,800 2.7
J. T. Goggans, Director 35,850 3.8
W. Banks Hudson, III, Director 24,300 2.6
Warren O. Nash, Director 7,937 .8
Thomas R. Poland, Vice President, Secretary
and Director 32,490 3.4
All directors and executive officers of the
Company, as a group (8 persons) 217,870 22.7
(Footnotes on following page)
-2-
_______________
(1) For the definition of "beneficial ownership," see footnote
1 to the table above. Includes certain shares of Common
Stock owned by businesses in which the executive officer or
director is an executive officer or major stockholder, or by
spouses, by immediate family members or as a custodian or
trustee, or by spouses as a custodian or trustee, over which
shares such executive officer or director effectively
exercises sole or shared voting and/or investment power.
Does not include unallocated shares held by the trust for
the Company's Employee Stock Ownership Plan and Trust
("ESOP"), the voting of which is directed by the ESOP
trustees in the same proportion as ESOP participants vote
allocated stock or, in the absence of such direction, as
directed by the Board of Directors. The amounts shown
include 800, 4,000, 800, 800, 800, 800, 3,200 and 11,200
shares of Common Stock as to which stock options have been
granted to Directors Fox, Stigall, Bosley, Goggans, Hudson,
Nash and Poland and all executive officers and directors as
a group, respectively, which options are exercisable within
60 days of the Record Date.
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is currently composed of
seven members. The Company's Certificate of Incorporation
requires that directors be divided into three classes, as nearly
equal in number as possible, the members of each class to serve
for a term of three years and until their successors are elected
and qualified, with approximately one-third of the directors
elected each year. The Board of Directors has nominated for
election as directors W. Banks Hudson, III and Thomas R. Poland,
each of whom are currently members of the Board, to each serve
for three years and until their successors are elected and
qualified. Under Delaware law, directors are elected by a
plurality of the votes present in person or by proxy and entitled
to vote on the election of directors.
It is intended that the persons named in the proxies
solicited by the Board of Directors will be voted for the
election of the named nominees. If any nominee is unable to
serve, the shares represented by all properly executed proxies
which have not been revoked will be voted for the election of
such substitute as the Board of Directors may recommend or the
size of the Board of Directors may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS
DIRECTORS OF ALL OF THE NOMINEES LISTED BELOW.
The following table sets forth, for each nominee and each
continuing director, his name, age as of the Record Date, the
year he first became a director of the Company's principal
subsidiary, Central Kentucky Federal, and the expiration of his
current term as a director of the Company. All such persons,
other than Mr. Poland, were initially appointed as directors of
the Company in August 1994 in connection with the incorporation
and organization of the Company and remained as such following
the Conversion. Each director of the Company is also a member of
the Board of Directors of the Bank. There are no arrangements or
understandings between the Company and any director or nominee
pursuant to which such person has been selected as a director or
nominee for director of the Company, and no director or nominee
is related to any other director, nominee or executive officer by
blood, marriage or adoption.
-3-
AGE YEAR FIRST CURRENT
AS OF THE ELECTED DIRECTOR TERM
NAME RECORD DATE OF THE BANK TO EXPIRE
- ---- ----------- ----------------- -----------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
W. Banks Hudson, III 49 1981 1997
Thomas R. Poland 43 1995 1997
DIRECTORS CONTINUING IN OFFICE
W. Irvine Fox, Jr. 61 1970 1998
Warren O. Nash 62 1986 1998
John H. Stigall 53 1979 1998
Jack L. Bosley, Jr. 46 1984 1999
J. T. Goggans 67 1985 1999
The principal occupation of each director of the Company for
the last five years is set forth below.
W. BANKS HUDSON III is an attorney at law with a general
civil legal practice in Danville, Kentucky. Mr. Hudson serves or
has served on the Board of Directors of the Boyle County
Industrial Foundation, the Danville-Boyle County Chamber of
Commerce, Junior Achievement, Bluegrass Regional Mental Health
Board, and Heart of Danville, Inc. (Main Street Program), of
which he was Vice President. He is also a member of the Danville
Rotary Club, has previously served as a director, and is
currently chairman of its Classification/Membership Committee.
He has been a Deacon, Elder and Chairman of a Pastor Search
Committee and is currently a member of the Finance Committee of
the Presbyterian Church of Danville.
THOMAS R. POLAND is Vice President of the Bank, a position
he has held since joining the Bank in 1986, and is also Secretary
of the Bank, a position he has held since September 1992. Mr.
Poland has served on the boards of directors of the Danville-
Boyle County Chamber of Commerce and the Danville Rotary Club,
for which he is also past President. Mr. Poland is a past member
of the Alumni Board of Centre College and a past vestry member
and chairman of the Stewardship of the Trinity Episcopal Church
in Danville. Mr. Poland serves as Vice Chairperson and parent
representative of the School Council of Danville High School.
W. IRVINE FOX, JR., Chairman of the Board since February
1995, is a developer and partner in Charleston Greene Townhouses
and a certified residential real property appraiser. He is also
a retired Colonel with service in the United States Army and
Kentucky Army National Guard. Mr. Fox is an Elder of the
Presbyterian Church of Danville, where he recently served as Co-
Chair of the Building Committee for the addition and renovation.
He has served as past chairman of the Danville-Boyle County
Chamber of Commerce and the Ephraim McDowell Regional Medical
Center Board of Trustees. He has also served as past president
of the Kiwanis Club of Danville and the Salvation Army Advisory
Board.
WARREN O. NASH is a self-employed doctor of veterinary
medicine in Danville, Kentucky.
-4-
JOHN H. STIGALL has been employed by the Bank since 1971,
first serving as Assistant Secretary. From 1972 until 1979 he
served in the position of Secretary. From 1979 until 1994 he
served as Executive Vice President and Chief Executive Officer.
He was elected to serve as President and Chief Executive Officer
on July 12, 1994. He has served on the board as Chairman and
Treasurer of the Kentucky League of Savings Institutions. He is
currently Director of the Southeastern Conference of the Savings
and Community Bankers of America. Mr. Stigall is a past Director
and past Treasurer of the Ephraim McDowell Regional Medical
Center Board, Director and Chairman of the Board of the Danville-
Boyle County Industrial Foundation, Director of the McClure-
Barbee House Foundation, a past Member of the Advisory Board of
the Salvation Army, President and Director of the Heart of
Kentucky United Way, past President of the Chamber of Commerce,
and past Finance Chairman of the Wilderness Trail District Boy
Scouts of America. He received the Outstanding Citizen Award
from the Chamber of Commerce in January 1993. He is a member of
the Presbyterian Church of Danville where he now serves as
Chairman of the Investment Committee. He has, in the past,
served as Deacon, Trustee and Treasurer of this Church.
JACK L. BOSLEY, JR. is a partner in Viewpoint Farm, a beef
cattle and tobacco operation, and is also a self-employed
certified residential real property appraiser. He is also a
member of the Danville-Boyle County Chamber of Commerce, the
Kentucky Cattlemen's Association and the Presbyterian Church of
Danville.
J.T. GOGGANS is a self-employed general contractor. He
serves on the boards of directors of the Danville-Boyle County
Humane Society and is a member of the Danville Rotary Club. Mr.
Goggans is also a past Deacon of the Lexington Avenue Baptist
Church.
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
Set forth below is information concerning the executive
officer of the Company who is not a director.
ANN L. HOOKS, 52, is Vice President and Treasurer of the
Bank. She first worked for the Bank from 1967 through 1972,
rejoined the Bank in 1974, and has served in her present capacity
since 1986. Ms. Hooks is a member of the Gethsemane Baptist
Church.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board. The members of the Company's
Board of Directors are also members of the Bank's Board of
Directors. The Board of Directors of the Company meets quarterly
and may have additional special meetings. The Company's Board of
Directors met eight times during the year ended December 31,
1996. No director attended fewer than 75% of the total number of
Board meetings held during the year ended December 31, 1996 and
the total number of meetings held by committees on which such
director served during such fiscal year. The Company's Board of
Directors has standing executive, nominating, audit, income, loan
and compensation committees.
The Company's Nominating Committee consists of three
directors appointed annually by the Chairman of the Board to
nominate persons for election as directors at the Company's
Annual Meeting. Directors Hudson, Bosley and Stigall served on
such committee for purposes of nominations for the Annual
Meeting. While the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited
recommendations from the Company's stockholders for nominees nor,
subject to the procedural requirements set forth in the Company's
certificate of incorporation and bylaws, established any
procedures for this purpose. The Nominating Committee met once
during the fiscal year ended December 31, 1996.
The Company's non-employee Directors also act as the
Company's Audit Committee. The members of the Audit Committee
are Directors Fox, Bosley, Goggans, Hudson and Nash. In its
capacity as such, the Board meets once a year to examine and
approve the audit report prepared by the independent auditors of
the Company, to review the independent auditors to be engaged by
the Company, to review the internal audit function and internal
accounting
-5-
controls, and to review and approve conflict of interest and
ethics policies. The Board also meets as needed in such capacity
with the Company's independent auditors to review the Company's
accounting and financial reporting policies and practices. The
Committee met once during the year ended December 31, 1996.
The Bank's Compensation Committee, consisting of Directors
Fox, Goggans, Nash and Stigall, performs the functions of the
compensation committee. The Compensation and Benefits Committee
meets periodically to evaluate the compensation and benefits of
the directors, officers and employees and recommend changes and
to evaluate employee morale. Directors Fox, Goggans and Bosley
also serve as the Stock Option Committee for the Company's 1995
Stock Option and Incentive Plan and as trustees for the ESOP.
The Compensation and Benefits Committee of the Bank met three
times during the year ended December 31, 1996.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
The members of the Board of Directors of the Company
generally do not receive a fee in their capacity as such.
However, they receive compensation in their separate capacities
as members of the Board of Directors of the Bank. Directors of
the Bank receive fees of $800 per month and do not receive any
fees for service on committees of the Board of Directors. The
Chairman of the Board receives an additional $450 per month.
Directors who are officers do not receive fees for service as
directors. During fiscal year 1996, directors' fees totaled
$61,400. Directors are eligible to participate in the Central
Kentucky Federal Savings Bank Deferred Compensation Plan (the
"Deferred Compensation Plan"), the Director Retirement Plan and
the Company's 1995 Stock Option and Incentive Plan, each of which
is further described below.
DEFERRED COMPENSATION PLAN. The Bank's Board of Directors
has established a deferred compensation plan (the "Deferred
Compensation Plan") for the exclusive benefit of members of the
Bank's Board of Directors and the President of the Bank.
Pursuant to the terms of the Deferred Compensation Plan,
directors may elect to defer the receipt of all or part of their
future fees, and the Bank's President may elect to defer receipt
of up to 25% of his future compensation. Deferred amounts will
be credited quarterly to a bookkeeping account in the
participant's name, which will also be credited with the
investment return which would have resulted if such deferred
amounts had been invested at the Bank's highest annual rate of
interest on certificates of deposit, regardless of their term.
Participants may cease future deferrals any time. Changes in
participant elections generally become effective only as of the
following January 1st, except that elections designating a
beneficiary or ceasing future contributions will be given
immediate effect.
A participant may elect to have the amounts deferred and any
related accumulated earnings thereon distributed beginning during
the first 15 days of January of either the calendar year
immediately following termination of employment, a specific date
following employment not later than the year in which the
participant will attain 72 years of age, or the year in which the
participant attains 70 years of age. At the election of the
participants, distributions will either be in a lump sum or
monthly over a period of not more than 10 years. Participants
may change elections as to the timing or form of distributions
only with respect to subsequently deferred compensation. The
Bank will pay any benefits due under the Deferred Compensation
Plan from the general assets of the Bank.
DIRECTOR RETIREMENT PLAN. The Bank adopted, and the
stockholders of the Company subsequently approved, a retirement
plan (the "Director Retirement Plan") which became effective as
of January 1, 1994. Each of the non-employee Directors of the
Company is also a Director of the Bank and is therefore a
participant in the Director Retirement Plan. Under the Director
Retirement Plan, a participant who terminates service with the
Bank's Board of Directors for any reason other than death will
receive a lump sum payment equal to the product of (i) his or her
"Benefit Percentage," (ii) his or her "Vested Percentage," and
(iii) 75% of the amount of the monthly fee he or she received for
service on the Board during the calendar year preceding his or
her retirement. A participant's "Benefit Percentage" is based on
his or her overall years of service as a non-employee director of
the Bank, and increases in increments of 25% from 0% for less
than five years of service, to 25% for five to ten years of
service,
-6-
to 50% for eleven to fifteen years of service, to 75% for sixteen
to nineteen years of service, to 100% for twenty or more years of
service; provided that a participant's Benefit Percentage
accelerates to 100% upon his or her retirement at age 70 with 15
or more years of service. A participant's "Vested Percentage"
equals 20% if the participant was serving on the Board on the
date of the Conversion and increases by 20% at the end of each
year following the Conversion. Benefit payments will be made
from the Bank's general assets, although the Bank may establish a
grantor trust in order to provide itself with a source from which
benefits may be paid.
In the event that a participant in the Director Retirement
Plan dies before collecting any retirement benefits, the Bank
will pay to the participant's estate a lump sum payment in an
amount equal to 50% of the benefit that the participant would
have received had the participant terminated service on the Board
of Directors on the date of his death. In the event a
participant terminates service on the Bank's Board of Director
due to a "disability" or following a "change in control" (as each
such term is defined in the Director Retirement Plan) of either
the Company or the Bank, the participant's Vested Percentage
shall become 100% and the participant shall be entitled to a lump
sum payment of his or her retirement benefits. Although the
"change of control" provision is included in the Director
Retirement Plan primarily for the protection of participants in
the event of such a "change in control," it may also be regarded
as having an anti-takeover effect, which may reduce the
vulnerability of the Company and the Bank to hostile takeover
attempts and certain other transactions not negotiated with and
approved by the Board of Directors.
1995 STOCK OPTION AND INCENTIVE PLAN. The Company adopted,
and the stockholders subsequently approved, the Company's 1995
Stock Option and Incentive Plan (the "Option Plan"). Each
director of the Company as of July 5, 1995 (i.e., the date that
the Option Plan was approved by a majority of the Company's
stockholders) who was not also an employee at that time received
a one-time grant of stock options in the form of non-incentive
stock options ("Non-ISOs") to purchase 4,000 shares of Common
Stock at an exercise price of $13.13 per share. The effective
date of the grant was July 5, 1995 and the exercise price of the
options so granted (i.e., $13.13) was the fair market value of
the Common Stock on such date. In addition, each non-employee
director who joins the Board of Directors of the Company or an
affiliate (including the Bank) after July 5, 1995 will receive,
on the date of joining the Board, Non-ISOs to purchase 2,000
shares of Common Stock at an exercise price per share equal to
the fair market value of a share of the Common Stock on the date
of grant. Non-ISOs generally vest over a five-year period
following the date of grant at the rate of 20% per year, which is
based upon an optionee's completion of each year of service
following the effective date of the grant of the option. These
options have a term of ten years, and they expire one year after
a director's death or disability and three months after a
director's termination of service on the Board for any reason.
________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
________________________________________________________________
The Company did not become the holding company of the Bank
until December 29, 1994, the date of the Conversion.
Accordingly, the following information as of and for the year
ended December 31, 1994 primarily reflects the operations of the
Bank prior to the Conversion and the Company thereafter.
-7-
The following table sets forth the cash and noncash
compensation years awarded to or earned by the Chief Executive
Officer for the fiscal years ended December 31, 1996, 1995 and
1994. No executive officer received a total salary and bonus in
excess of $100,000 during fiscal year 1996, 1995 or 1994.
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
NAME AND --------------------------------- SECURITIES
PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#)(2) COMPENSATION(3)
- -----------------------------------------------------------------------------------------------------
John H. Stigall 1996 $78,120 $ -- $1,200 -- $ --
President and Chief 1995 74,400 -- 1,200 20,000 --
Executive Officer 1994 61,900 8,217 1,200 -- 8,400
<FN>
__________________
(1) Executive officers of the Bank receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits received by the named executive officer in fiscal years 1996,
1995 and 1994 did not exceed 10% of the executive officer's salary
during such year.
(2) The stock options were awarded effective July 5, 1995 and vest ratably
over a period of five years from the effective date. Accordingly, Mr.
Stigall will be vested in such options, which are all incentive stock
options (i.e., ISOs) at the rate of 20% per year through July 5, 2000
assuming continued employment with the Company. Upon a Change in
Control (as that term is defined in the Option Plan) of the Company or
the Bank, Mr. Stigall will be immediately 100% vested in all stock
options granted to him under the Option Plan.
(3) Reflects directors' fees.
</FN>
EMPLOYEE RECOGNITION PLAN. The Company and the Bank
adopted, and the Company's stockholders subsequently approved on
July 5, 1995, the Company's Employee Recognition Plan (the
"ERP"). The purpose of the ERP is to reward and retain personnel
of experience and ability by providing employees of the Company
and the Bank with a proprietary interest in the Company through
stock-based compensation. Directors who are not employees are
ineligible to receive any awards under the ERP. No awards of
shares under the ERP have been granted or are currently
contemplated at this time. The Board of Directors expects to use
the ERP in the future as a vehicle for the payment of merit
bonuses to employees as well as to attract and retain employees.
FISCAL YEAR-END OPTION VALUES
The following table sets forth for the named executive
officer the fiscal year-end value of unexercised "in-the-money"
options. No options were granted to or exercised by the named
executive officer during the year ended December 31, 1996.
NUMBER OF SECURITIES VALUE OF SECURITIES
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
-------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- --------------
John H. Stigall 4,000 16,000 $28,500 $114,000
<FN>
____________________
(1) Based on the aggregate fair market value of the shares of Common Stock
underlying the options at December 31, 1996 less the aggregate exercise
price. For purposes of this calculation, the fair market value per share
of the Common Stock at fiscal year end is assumed to be equal to the
closing sale price on December 31, 1996 or, if not on such date, then the
immediately preceding date on which such price was available ($20.25 per
share). Unexercised options are considered "in-the-money" if the
exercise price is less than fair market value of the underlying Common
Stock. All options granted to the named executive officer are currently
"in the money."
</FN>
-8-
EMPLOYMENT AGREEMENTS. The Company and the Bank have
entered into separate employment agreements (the "Employment
Agreements") with Mr. John H. Stigall (the "Executive"), who
serves as President and Chief Executive Officer of the Bank and
of the Company. In such capacities, the Executive is responsible
for overseeing all operations of the Bank and the Company, and
for implementing the policies adopted by the Boards of Directors.
Such Boards believe that the Employment Agreements assure fair
treatment of the Executive in relation to his career with the
Company and the Bank by assuring him of some financial security.
The Employment Agreements became effective on December 29,
1994, the date of completion of the Conversion, and provide for a
term of three years, with an annual base salary payable by the
Bank in an amount equal to the Executive's existing base salary
rate in effect on the date of Conversion and with the Company
guaranteeing the Bank's obligations but not agreeing to pay the
Employee any other compensation. On each anniversary date from
the date of commencement of the Employment Agreement, the term of
each Employment Agreement will be extended for an additional one-
year period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Executive has met the required performance standards and that
such Employment Agreement should be extended. Each Employment
Agreement provides the Executive with a salary review by the
Board of Directors not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits and vacation and sick
leave. The Employment Agreement will terminate upon the
Executive's death and is terminable by the Bank in the event of
the Executive's death or for "just cause" as defined in the
Employment Agreements. In the event of termination for just
cause, no severance benefits are available. If the Company or
the Bank terminates the Executive without just cause, the
Executive will be entitled to a continuation of his salary and
benefits from the date of termination through the remaining term
of the Employment Agreement plus an additional 12-month period
(but not in excess of his five years' average compensation). If
his employment is terminated due to "disability" (as defined in
the Employment Agreement), the Executive's right to compensation
ceases on the day of termination. In the event of the
Executive's death during the term of the Employment Agreement,
his estate will be entitled to receive his salary through the end
of the month of the Executive's death. Severance benefits
payable to the Executive or to his estate will be paid in a lump
sum or in installments, as he (or his estate) elects. The
Executive is able to voluntarily terminate his Employment
Agreement by providing 60 days' written notice to the Boards of
Directors of the Bank and the Company, in which case the
Executive is entitled to receive only his compensation, vested
rights and benefits up to the date of termination.
The Employment Agreements contain provisions stating that in
the event of the Executive's involuntary termination of
employment in connection with, or within one year after, any
change in control of the Bank or the Company, other than for
"just cause," the Executive will be paid within 10 days of such
termination an amount equal to the difference between (i) 2.99
times his "base amount," as defined in Section 280G(b)(3) of the
Code, and (ii) the sum of any other parachute payments, as
defined under Section 280G(b)(2) of the Code, that the Executive
receives on account of the change in control. "Control"
generally is defined, by reference to the Director Retirement
Plan, as the acquisition, by any person or entity, of the
ownership or power to vote more than 25% of the Bank's or
Company's voting stock, the control of the election of a majority
of the Bank's or the Company's directors, or the exercise of a
controlling influence over the management or policies of the Bank
or the Company. In addition, under the Employment Agreement, a
change in control occurs when, during any consecutive two-year
period, directors of the Company or the Bank at the beginning of
such period cease to constitute two-thirds of the Board of
Directors of the Company or the Bank, unless the election of
replacement directors was approved by a two-thirds vote of the
initial directors then in office. The Employment Agreement with
the Bank provides that within 5 business days of a change in
control, the Bank shall fund, or cause to be funded, a trust in
the amount of 2.99 times the Executive's base amount, that will
be used to pay the Executive amounts owned to him upon
termination other than for just cause within one year of the
change in control. The amount to be paid to the Executive from
this trust upon his termination is determined according to the
procedures outlined in the Employment Agreement with the Bank,
and any money not paid to the Executive is returned to the Bank.
The Employment Agreements also provide for a similar lump sum
payment to be made in the event of the Executive's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by the Executive, including
(i)
-9-
the requirement that the Executive move his personal residence or
perform his principal executive functions more than 35 miles from
the Bank's current primary office, (ii) a material reduction in
the Executive's base compensation as then in effect, (iii) the
failure of the Company or the Bank to maintain existing or
substantially similar employee benefit plans, including material
vacation, fringe benefits, stock option and retirement plans,
(iv) the assignment to the Executive of duties and
responsibilities which are materially different from other than
those normally associated with his position with the Bank, (v) a
material reduction in the Executive's authority and
responsibility, and (vi) the failure to re-elect the Executive to
the Company's or the Bank's Board of Directors. The aggregate
payments that would be made to Mr. Stigall assuming his
termination of employment under the foregoing circumstances at
December 31, 1996 would have been approximately $197,232. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company. In the event that the Executive prevails over the
Company and the Bank in a legal dispute as to the Employment
Agreement, he will be reimbursed for his legal and other
expenses.
CHANGE OF CONTROL SEVERANCE AGREEMENTS. The Company and the
Bank have entered into separate severance agreements (the
"Severance Agreements") with officers Thomas R. Poland and Ann L.
Hooks, (collectively, the "Employees"). The Severance Agreements
became effective as of December 29, 1994, the date of completion
of the Conversion, and terminate on the earlier of (a) three
years after the date of completion of the Conversion, and (b) the
date on which one of these individuals terminates employment with
the Company and the Bank, provided that the Employee's rights
under the Severance Agreement will continue following termination
of employment if the Severance Agreement was in effect at the
date of the change in control. On each annual anniversary date
from the date of commencement of the Severance Agreements, the
term of the Severance Agreements may be extended for additional
one year periods beyond the then effective expiration date, upon
a determination by the Board of Directors that the performance of
these individuals has met the required performance standards and
that such Severance Agreements should be extended. Each
Severance Agreement contains provisions mirroring those
provisions of the Employment Agreements that provide severance
benefits under certain circumstance following a change in control
(as defined therein). The aggregate payments that would be made
to Mr. Poland and Ms. Hooks assuming their termination of
employment under the foregoing circumstances at December 31, 1996
would have been approximately $133,150 and $104,590,
respectively. These provisions may have an anti-takeover effect
by making it more expensive for a potential acquiror to obtain
control of the Company. In the event that one of these
individuals prevails over the Company and the Bank in a legal
dispute as to the Severance Agreement, he or she will be
reimbursed for his or her legal and other expenses.
-10-
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
In accordance with current law, the Bank has a policy of
offering loans to officers and directors in the ordinary course
of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and, except as set
forth below, all loans outstanding at December 31, 1996 to
directors and executive officers satisfied such conditions.
Further, these loans do not involve more than the normal risk of
collectibility or present other unfavorable features. All such
loans were performing according to their terms at December 31,
1996. Prior to enactment of current law, the Bank had a policy
of granting residential mortgage loans to all its directors and
employees, including executive officers, with a 1% discount from
the then-prevailing market rate. Such policy has since been
discontinued, but loans originated under the policy have been
maintained with the discount. The following table sets forth at
December 31, 1996, a discounted rate loan made to a director of
the Bank under the former policy whose aggregate balance exceeded
$60,000 since January 1, 1994:
HIGHEST
BALANCE
SINCE BALANCE AT
NAME AND TYPE OF DATE ORIGINAL JANUARY 1, DECEMBER 31, INTEREST
RELATION TO BANK LOAN ORIGINATED AMOUNT 1996 1996 RATE
- ---------------- ------- ---------- -------- ---------- ------------ --------
W. Banks Hudson III Residential 12/03/86 $160,000 $128,227 $123,486 5.75%
Director Mortgage
For non-executive employees, the Bank will grant a 1%
interest discount from the regular market rate for an adjustable-
rate first mortgage loan on a single-family owner-occupied home.
All other loans to non-executive employees are made at market
rates. At December 31, 1996, the total amount of loans
outstanding to directors and executive officers was approximately
$228,489, or 1.5%, of retained earnings.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this Proxy Statement and matters incident to the conduct
of the Annual Meeting. However, if any other matters should pro-
perly come before the Annual Meeting, it is intended that proxies
in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of
Directors.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Miller, Mayer, Sullivan & Stevens, RLLP, which was the
Bank's independent auditors for the 1996 fiscal year, has been
retained by the Board of Directors to be the Company's
independent auditors for the 1997 fiscal year. A representative
of Miller, Mayer, Sullivan & Stevens, RLLP is expected to be
present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he
so desires.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who
beneficially own more than ten percent of the Common Stock
("Reporting Persons") are required to file reports detailing
their ownership and changes of ownership in the Common Stock and
to furnish the Company with
-11-
copies of all such ownership reports that are filed. Based
solely on the Company's review of the copies of such ownership
reports which is has received in the past fiscal year or with
respect to the past fiscal year, or written representations from
the Reporting Person that no annual report of changes in
beneficial ownership were required, the Company believes that
during fiscal year 1996 and prior fiscal years all Reporting
Persons have complied with these reporting requirements.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
The Company's 1996 Annual Report to Stockholders, including
financial statements, has been mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may
obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's executive office at 340 West Main
Street, Danville, Kentucky 40422 no later than November 18, 1997.
Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas R. Poland
Thomas R. Poland
Secretary
Danville, Kentucky
March 18, 1997
-12-
REVOCABLE PROXY
CKF BANCORP, INC.
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1997
________________________________________________________________
The undersigned hereby appoints Jack L. Bosley, Warren O.
Nash and J.T. Goggans, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares
of Common Stock of CKF Bancorp, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting"), to be held at Central Kentucky Federal Savings
Bank, 340 West Main Street, Danville, Kentucky on Tuesday, April
15, 1997 at 5:00 p.m., local time, and at any and all
adjournments thereof, as indicated below and in accordance with
the determination of a majority of the Board of Directors with
respect to other matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
W. Banks Hudson, III
Thomas R. Poland
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S NAME ON THE
LINE PROVIDED BELOW.
______________________________
The Board of Directors recommends a vote "FOR" each of the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned hereby revokes any and
all proxies heretofore given with respect to the shares of Common
Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting, the
Company's Proxy Statement for the Annual Meeting and an Annual
Report for the 1996 fiscal year.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which
this card was mailed. When signing as attorney, executor, admin-
istrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________