SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
KENTUCKY FIRST BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, Schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
[LETTERHEAD OF KENTUCKY FIRST BANCORP, INC.]
October 7, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Kentucky First Bancorp, Inc. to be held at the
main office of First Federal Savings Bank, 306 North Main Street,
Cynthiana, Kentucky on Wednesday, November 11, 1998 at 4:30 p.m.,
local time. Your Board of Directors and Management look forward
to personally greeting those stockholders able to attend.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company as well as
representatives of Grant Thornton, LLP, the Company's independent
auditors, will be present to respond to any questions the
stockholders may have.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
ANNUAL MEETING. Your vote is important, regardless of the number
of shares you own. This will not prevent you from voting in
person but will assure that your vote is counted if you are
unable to attend the meeting. On behalf of your Board of
Directors, thank you for your interest and support.
Sincerely,
/s/ Betty J. Long
Betty J. Long
President
________________________________________________________________
KENTUCKY FIRST BANCORP, INC.
306 NORTH MAIN STREET
CYNTHIANA, KENTUCKY 41031-1210
(606) 234-1440
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 11, 1998
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of Kentucky First Bancorp, Inc.
(the "Company"), will be held at the main office of First
Federal Savings Bank, 306 North Main Street, Cynthiana, Kentucky
at 4:30 p.m. on Wednesday, November 11, 1998.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the
Company; and
2. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 25, 1998, are the stockholders entitled to
notice of and to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin R. Tolle
KEVIN R. TOLLE
SECRETARY
Cynthiana, Kentucky
October 7, 1998
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. PLEASE ACT PROMPTLY.
________________________________________________________________
________________________________________________________________
PROXY STATEMENT
OF
KENTUCKY FIRST BANCORP, INC.
306 NORTH MAIN STREET
CYNTHIANA, KENTUCKY 41031-1210
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 11, 1998
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Kentucky
First Bancorp, Inc. (the "Company") to be used at the Annual
Meeting of Stockholders of the Company (the "Meeting") which
will be held at the main office of First Federal Savings Bank,
306 North Main Street, Cynthiana, Kentucky on Wednesday,
November 11, 1998, at 4:30 p.m., local time. The accompanying
notice of meeting and this Proxy Statement are being first
mailed to stockholders on or about October 7, 1998.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to the Secretary of the Company, at the address shown above, by
filing of a later dated proxy prior to a vote being taken on a
particular proposal at the Meeting or by attending the Meeting
and voting in person. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED,
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR SET FORTH
BELOW AND IN FAVOR OF EACH OF THE OTHER PROPOSALS SET FORTH IN
THIS PROXY STATEMENT TO BE CONSIDERED AT THE 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 matters incident to the conduct of the Meeting.
Proxies marked as abstentions, and shares held in street name
which have been designated by brokers on proxies as not voted,
will not be counted as votes cast. Proxies marked as
abstentions or as broker non-votes will, however, be treated as
shares present for purposes of determining whether a quorum is
present.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities entitled to notice of and to vote at the
Meeting consist of the Company's common stock, par value $.01
per share (the "Common Stock"). Stockholders of record as of
the close of business on September 25, 1998 (the "Record Date"),
are entitled to one vote for each share of Common Stock then
held. As of the Record Date, there were 1,198,944 shares of
Common Stock issued and outstanding. The presence, in person or
by proxy, of at least one-third of the total number of shares of
Common Stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934 with
the Company and the Securities and Exchange Commission ("SEC").
Based on such reports (and certain other written information
received by the Company), management knows of no persons other
than those set forth below who owned more than 5% of the
outstanding shares of Common Stock as of the Record Date. The
following table sets forth, as of the Record Date, certain
information as to those persons who were the beneficial owners
of more than five percent (5%) of the Company's outstanding
shares of Common Stock and the shares of Common Stock
beneficially owned by all executive officers and directors of
the Company as a group.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING(2)
- -------------------- ------------ -------------
Kentucky First Bancorp, Inc. 109,624 (3) 9.14%
Employee Stock Ownership Plan
306 North Main Street
Cynthiana, Kentucky 41031-1210
All Executive Officers and Directors 151,256 (4) 12.17%
as a Group (10 persons)
<FN>
(1) For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a right to
acquire beneficial ownership at any time within 60 days from the Record
Date. As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or direct
the disposition of shares. Except as otherwise noted, ownership is
direct, and the named persons exercise sole voting and investment power
over the shares of the Common Stock.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding is deemed to include any shares
of the Common Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(3) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is
repaid. The trustees of the Kentucky First Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP"), currently Directors Wilson, Morris and Rees,
vote all allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no instructions
have been received generally are voted by the ESOP trustees in the same
ratio as participants direct the voting of allocated shares or, in the
absence of such direction, as directed by the Company's Board of
Directors. As of the Record Date, 27,774 shares had been allocated.
(4) Includes 9,333 shares which have been allocated to the accounts of
executive officers in the ESOP and 44,206 shares which may be purchased
pursuant to options exercisable within 60 days of the Record Date. Does
not include 83,316 unallocated shares held by the ESOP.
</FN>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is 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, each class to serve for a three year period,
with approximately one-third of the directors elected each year.
The Board of Directors has nominated Betty J. Long, Milton G.
Rees and Wilbur H. Wilson, all of whom are currently members of
the Board, to serve as directors for a three-year period.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
Under the Company's Bylaws, directors shall be elected by
a plurality of the votes of the shares present in person or by
proxy at the Meeting. Votes which are not cast at the Meeting,
either because of abstentions or broker non-votes, are not
considered in determining the number of votes which have been
cast for or against the election of a nominee.
Unless otherwise specified on the proxy, it is intended
that the persons named in the proxies solicited by the Board
will vote for the election of the named nominees.
2
The following table sets forth the names of the Board's
nominees for election as directors of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to each
person's age, the year he or she first became a director of the
Company's wholly owned subsidiary, First Federal Savings Bank
(the "Bank" or "First Federal"), the expiration of his or her
term as a director, and the number and percentage of shares of
the Common Stock beneficially owned. All of the individuals
were initially appointed as director of the Company in 1995 in
connection with the Company's incorporation.
SHARES OF
YEAR FIRST COMMON STOCK
ELECTED AS CURRENT BENEFICIALLY
AGE AT DIRECTOR OF TERM OWNED AT THE PERCENT
NAME RECORD DATE THE BANK TO EXPIRE RECORD DATE(1) OF CLASS(2)
- -------------------------------------------------------------------------------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
Betty J. Long 51 1995 1998 32,034 (3) 2.63%
Milton G. Rees 67 1968 1998 17,870 (4) 1.49%
Wilbur H. Wilson 59 1980 1998 23,993 (5) 2.00%
DIRECTORS CONTINUING IN OFFICE
William D. Morris 74 1963 1999 18,945 (6) 1.58%
Luther O. Beckett 74 1968 2000 13,080 (7) 1.09%
Diane Ritchie 49 1987 2000 4,024 (8) 0.33%
John Swinford 66 1968 2000 16,580 (9) 1.38%
<FN>
__________
(1) Includes stock held in joint tenancy; stock owned as tenants in common;
stock owned or held by a spouse or other member of the individual's
household; stock allocated through certain employee benefit plans of the
Company; stock in which the individual either has or shares voting and/or
investment power and shares which the individual has the right to acquire
at any time within 60 days of the Record Date. Each person or relative
of such person whose shares are included herein exercises sole or shared
voting and dispositive power as to the shares reported. Does not include
shares with respect to which Directors Wilson, Morris and Rees have
"voting power" by virtue of their positions as trustees of the trust
holding 109,624 shares under the Company's ESOP. The ESOP trustees must
vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. Unallocated shares and allocated
shares for which no timely direction is received are voted by the ESOP
trustees in proportion to the participant-directed voting of allocated
shares.
(2) In calculating the percentage ownership of each named individual, the
number of shares outstanding is deemed to include any shares of the
Common Stock which the individual has the right to acquire within 60 days
of the Record Date.
(3) Includes 8,300 shares held for the benefit of Ms. Long by the 401(k)
Plan, 1,669 shares held in an IRA account, 3,932 shares allocated to her
ESOP account and 17,356 shares which she has the right to acquire
pursuant to options exercisable within 60 days of the Record Date.
(4) Includes 25 shares held by spouse and 1,735 shares which may be acquired
pursuant to options exercisable within 60 days of the Record Date.
(5) Includes 15,000 shares held by spouse and 3,470 shares which may be
acquired pursuant to options exercisable within 60 days of the Record Date.
(6) Includes 1,000 shares held by spouse and 1,735 shares which may be
acquired pursuant to options exercisable within 60 days of the Record
Date.
(7) Includes 470 shares which may be acquired pursuant to options exercisable
within 60 days of the Record Date.
(8) Includes 3,474 shares which may be acquired pursuant to options
exercisable within 60 days of the Record Date.
(9) Includes 3,470 shares which may be acquired pursuant to options
exercisable within 60 days of the Record Date.
</FN>
3
The principal occupation of each director of the Company
for the last five years is set forth below.
BETTY J. LONG has served as President and Chief Executive
Officer of the Bank since May 1994 and has been a member of the
Board of Directors of the Bank since January 1995. Prior to
assuming her current position, Ms. Long served as Vice President
of the Bank from 1986 to 1994. She joined the Bank in 1965.
MILTON G. REES retired in 1993. Prior to his retirement,
Mr. Rees was the owner and manager of Harrison Motor Co. in
Cynthiana, Kentucky.
WILBUR H. WILSON is a retired physician in Cynthiana,
Kentucky. Dr. Wilson is Past Chairman of the Board of the
Harrison County Health Department and Past Chairman of the Board
of the Wedco District Health Department.
WILLIAM D. MORRIS has been retired since 1988 from his
position as a certified public accountant and a partner in the
firm of Morris, Ingram & Brunker in Cynthiana Kentucky. Mr.
Morris served as President of the Bank from January 1, 1987
until December 31, 1993 and has served as Chairman of the Board
since that date. Mr. Morris also serves on the Board of
Directors of the Industrial Foundation and the Cynthiana Library
Board. He is a former Board member of the Cynthiana-Harrison
County Community Service Center and the Society for Retarded
Citizens.
LUTHER O. BECKETT retired from his position as Executive
Vice President and Secretary of the Bank in June 1992, a
position he had held since 1967. Mr. Beckett currently serves
as Vice Chairman of the Board of Directors. Mr. Beckett resides
at Route 1, Berry, Kentucky.
DIANE E. RITCHIE is currently pursuing a marketing career.
She served as Vice President, Branch Manager and Marketing
Officer of the Bank from March 1996 to June 1998. Prior to
becoming an officer of the Bank, she was a buyer for Grede
Foundries, a foundry based in Cynthiana, Kentucky for 24 years.
JOHN SWINFORD is an attorney with the law firm of Swinford
& Sims, P.S.C., based in Cynthiana, Kentucky. He serves on the
Board of Trustees of the Cynthiana/Harrison County Library.
Until May 1994, Mr. Swinford served on the board of directors of
The National Bank of Cynthiana.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors of the Company meets monthly and
may have additional special meetings. During the year ended
June 30, 1998, the Board held 12 regular meetings. No director
attended fewer than 75% of the total number of Board meetings
held during the year ended June 30, 1998 and the total number of
meetings held by committees on which such director served during
such fiscal year.
The Company's Nominating Committee consists of the Board
of Directors. The Board of Directors met once in that capacity
during fiscal year 1998.
The Company's Audit Committee consists of three directors
appointed annually by the Board of Directors. Directors Morris,
Rees and Wilson comprise the Company's Audit Committee. The
Audit Committee meets periodically during the year to examine
and approve the audit report prepared by the independent
auditors of the Company, to review the independent auditors to
be engaged by the Company, to review the internal audit function
and internal accounting controls. The Committee also meets as
needed with the Company's independent auditors to review the
Company's accounting and financial reporting policies and
practices. The Audit Committee met three times during the year
ended June 30, 1998.
The Company's Salary Committee consisted of Directors
Wilson, Morris and Rees. The Company's Salary Committee meets
on an as needed basis to review and designate compensation
levels for officers of the Company and the Bank. This Committee
met twice during fiscal year 1998.
4
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
Summary Compensation Table. The following table sets
forth cash and noncash compensation for each of the last three
fiscal years awarded to or earned by the Chief Executive Officer
of the Company and the Bank. No executive officer received
salary and bonus in excess of $100,000 during the fiscal year
ended June 30, 1998.
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION -----------------------
NAME AND ------------------------------- RESTRICTED SECURITIES
PRINCIPAL FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD(S)(2) OPTIONS COMPENSATION
- ------------------------------------------------------------------------------------------------------------
Ms. Betty J. Long 1998 $51,600 $10,160 $ -- $ -- -- $15,409 (3)
President and Chief 1997 48,000 4,000 -- -- -- 16,651
Executive Officer (2) 1996 44,500 1,750 158 169,236 34,715 14,343
<FN>
(1) "Other Annual Compensation" consists of contributions made to the Bank's 401(k) Plan on
behalf of Ms. Long to match pre-tax deferral contributions (included under the "Salary"
column) made by Ms. Long to such plan.
(2) As of June 30, 1998, Ms. Long held 8,332 shares of restricted Common Stock awarded under
the Kentucky First Bancorp, Inc. Management Recognition Plan ("MRP"). Such shares had an
aggregate value of $148,934 based on the closing price of the Common Stock on June 30,
1998 ($14.875 per share) plus a $3.00 per share return of capital distribution which is
held by the MRP Trust for the benefit of the participants under the MRP. Such shares vest
at the rate of 20% per year from the date of award, subject to accelerated vesting upon
death or disability. Dividends are paid on such shares to the extent paid on the Common
Stock generally.
(3) Consists of contributions by the Company to Ms. Long's account in the ESOP.
</FN>
Option Year-end Value Table. The following table sets forth
information concerning the value of options held by the Chief
Executive Officer at June 30, 1998. The number of shares
underlying options and the exercise price were adjusted in
fiscal year 1998 to reflect the Company's November 1996 return
of capital distribution.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
---------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Ms. Betty J. Long 17,356 26,037 $89,166 $133,765
<FN>
(1) Based on the aggregate fair market value of the shares of Common Stock underlying
the options at June 30, 1998, less the aggregate exercise price. For purposes of
this calculation, the fair market value of the Common Stock is based upon the
closing price of the Common Stock on June 30, 1998 of $14.875 per share. All
options granted to Ms. Long were granted at an adjusted exercise price of $9.7375
per share.
</FN>
Supplemental Executive Retirement Agreement. In order to
provide Ms. Betty J. Long with competitive retirement benefits,
and thereby to encourage her continuing service as the President
and Chief Executive Officer of the Bank, the Bank has entered
into a supplemental executive retirement agreement (the "SERA")
with Ms. Long effective January 1, 1995. Pursuant to the terms
of the SERA, upon Ms. Long's termination of employment with the
Bank, for any reasons other than "just cause" (as determined
under Ms. Longs employment agreement), she will be entitled to
receive annual payments from the Bank in an amount equal to the
product of (i) her "Vested Percentage" and 60% of her
"Average Annual Compensation," less (ii) her "Annual Offset
Amount." Under the SERA, "Vested Percentage"
5
means 6.67% per calendar year of Ms. Long's service with the
Bank beginning January 1, 1995 (up to a maximum Vested
Percentage of 100%), "Average Annual Compensation" means the
average of Ms. Long's highest annual compensation for three of
the five calendar years preceding her termination of employment,
and "Annual Offset Amount" means the annual amount that would be
payable to Ms. Long if her accounts under the Bank's
tax-qualified retirement plans were paid to her in substantially
equal payments over the number of years for which benefits are
payable under the SERA, with such payments deemed to commence
upon termination of Ms. Long's employment. Such annual payments
shall be made for her life, with a 50% benefit payable to her
surviving spouse, if any.
In the event Ms. Long terminates employment due to
disability as determined under her employment agreement, Ms.
Long would receive annual payments for life in an amount per
year equal to 60% of her Average Annual Compensation, less her
Annual Offset Amount. In the event Ms. Long's spouse
survives her, he shall be entitled to receive 50% of the amount
Ms. Long would have received: (i) in the event benefit payments
had commenced prior to her death, had she survived to collect
the full benefits payable for her retirement or disability, or
(ii) otherwise had she retired on the date of her death, with a
Vested Percentage equal to 100%. Termination for just cause
would result in her forfeiture of all retirement benefits under
the SERA. In the event the Bank terminates Ms. Long's
employment for other than "just cause" or in the event of
termination of employment in connection with a change in control
(as defined in the Option Plan), then Ms. Long's Vested
Percentage shall be deemed to be 100% (unless she had terminated
employment before the change in control), and the present value
of the benefits payable to Ms. Long would be paid in one lump
sum within 10 days of termination of employment or within 10
days following a change in control, if earlier.
Employment Agreements. The Company and the Bank have each
entered into a separate employment agreement (the "Employment
Agreements"), with Ms. Betty J. Long, President and Chief
Executive Officer of the Bank and of the Company. In such
capacity, Ms. Long is responsible for overseeing all operations
of the Bank and the Company, and for implementing the policies
adopted by the Board of Directors. The Board of Directors
believe that the Employment Agreements assure fair treatment of
Ms. Long in relation to her career with the Company and the
Bank.
The Employment Agreements became effective on the date of
completion of the Conversion and provide for a term of three
years, with an annual base salary equal to her existing base
salary rate in effect on the date of Conversion. On each
anniversary date from the date of commencement of the Employment
Agreements, the term of her employment under the Employment
Agreements may be extended for an additional one-year period
beyond the then effective expiration date, upon an affirmative
determination by the Board of Directors that the performance of
Ms. Long has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide for a salary review by the Board of Directors
not less often than annually, as well as with inclusion in any
discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
Employment Agreement will terminate upon Ms. Long's death or
disability, and is terminable by the Bank for "just cause" as
defined in the Employment Agreements. In the event of
termination for just cause, Ms. Long will have no right to
receive compensation or benefits. If the Company or the Bank
terminates her without just cause, she will be entitled to a
continuation of her salary and benefits from the date of
termination through the remaining term of the Employment
Agreement plus an additional 12-month period (but not in excess
of applicable OTS limitations). If the Employment Agreements
are terminated due to Ms. Long's "disability" (as defined in the
Employment Agreements), she will be entitled to a continuation
of her salary and benefits through the date of such termination,
including any period prior to establishment of disability. In
the event of Ms. Long's death during the term of the Employment
Agreement, her estate will be entitled to receive his or her
salary through the end of the month of her death. Ms.
Long may voluntarily terminate her Employment Agreement by
providing at least 90 days' written notice to the Boards of
Directors of the Bank and the Company, in which case she would
be entitled to receive only her compensation, vested rights and
benefits up to the date of termination.
The Employment Agreements contain provisions stating that in
the event of Ms. Long's involuntary termination of employment in
connection with, or within 12 months after, any change in
control of the Bank or the Company, other than for "just cause,"
Ms. Long will be paid within 10 days of such termination an
amount equal to the difference between (i) the product of 2.99
times his or her "base amount," as defined in Section 280G(b)(3)
of the Internal Revenue Code, and (ii) the sum of any other
parachute payments, as defined under Section 280G(b)(2) of the
Internal Revenue
6
Code, that she receives on account of the change in control.
The Employment Agreements also provide for a similar lump sum
payment to be made in the event of Ms. Long's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by her, including (i) the
requirement that she perform her principal executive functions
more than 30 miles from the Bank's current primary office, (ii)
a reduction in her base compensation as then in effect, (iii)
the failure of the Company or the Bank to maintain existing or
substantially similar employee benefit plans, including material
vacation, fringe benefits, stock option and retirement plans,
(iv) the assignment of duties and responsibilities which are
other than those normally associated with her position with the
Bank, (v) a material reduction in the Employee's authority and
responsibility, (vi) the failure to elect or re-elect Ms. Long
to the Company's or the Bank's Board of Directors; and (vii) a
material reduction in her secretarial or other administrative
support. "Control" generally refers to the acquisition, by any
person or entity, of the ownership or power to vote more than
25% of the Bank's or Company's voting stock, the control of the
election of a majority of the Bank's or the Company's directors,
or the exercise of a controlling influence over the management
or policies of the Bank or the Company. In addition, under the
Employment Agreements, a change in Control occurs when, during
any consecutive two-year period, directors of the Company or the
Bank at the beginning of such period (the "Continuing
Directors") cease to constitute at least a majority of the
Board of Directors of the Company or the Bank, unless the
election of replacement directors was approved by at least a
majority vote of the Continuing Directors then in office. The
Employment Agreements with the Bank provide that within five
business days before or after a change in control which was not
approved in advance by a resolution of a majority of the
Continuing Directors, the Bank shall fund, or cause to be
funded, a trust in the amount of 2.99 times Ms. Long's base
amount, that will be used to pay amounts owed her upon
termination, other than for just cause, within 12 months
of the change in control. The amount to be paid to Ms. Long
from this trust upon her termination is determined according to
the procedures outlined in her Employment Agreement with the
Bank, and any money not paid to her is returned to the Bank.
The aggregate payments that would be made to Ms. Long assuming
her termination of employment under the foregoing circumstances
at June 30, 1998 would have been approximately $129,000. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company. In the event that Ms. Long prevails over the
Company and the Bank in a legal dispute as to the Employment
Agreement, she will be reimbursed for her legal and other
expenses.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
The Company's directors receive fees of $200 per month. The
Bank's directors receive fees of $800 per monthly board meeting
and $50 per special meeting and committee meeting attended (with
the exception of the Chief Executive Officer). The Chairman
receives a fee of $300 per month for his service on the Company
Board and receives a fee of $1,000 per monthly board meeting for
his service as a director of the Bank.
Pursuant to the Kentucky First Bancorp, Inc. Stock Option
and Incentive Plan (the "Option Plan"), non-employee directors
of the Company received automatic grants of stock options in
fiscal year 1996. Each director who was not an employee on the
effective date of the Option Plan received options to
purchase 8,679 shares (adjusted for the November 1996 return of
capital distribution) of Common Stock at an exercise price equal
to the fair market value of the Common Stock on the date of
grant ($9.7375 per share, adjusted for the November 1996 return
of capital). All such options will expire on April 2, 2006. In
addition, pursuant to the MRP, non-employee directors each
received a plan share award of 2,777 shares of restricted Common
Stock. Such shares vest at the rate of 20% per year from the
effective date of the award (April 3, 1996).
Director Retirement Plan. The Bank's Board of Directors has
adopted a retirement plan for its non-employee directors (the
"Directors' Plan"), effective January 1, 1995. A participant in
the Directors' Plan will receive a one-time payment following
termination of service on the Board in an amount equal to the
product of his or her "Benefit
7
Percentage," his or her "Vested Percentage," and $14,400. A
participant's "Benefit Percentage" is based on his or her
overall years of service on the Board of Directors of the Bank,
and increases in increments of 33-1/3% from 0% for less than
five years of service, to 33-1/3% for six to 12 years of
service, to 66-2/3% for 13 to 19 years of service, and to 100%
for 20 or more years of service. A participant's "Vested
Percentage" equals 33-1/3% if the participant is serving on the
Board on the date of the Conversion, increases to 66-2/3% if the
participant completes one year of service following the
Conversion, and becomes 100% if the participant completes a
second year of service following the Conversion. However, in
the event a participant terminates service on the Board due to
"disability" or death, or in the event of a "change in control"
(as such terms are defined in the Directors' Plan) while serving
as a director, the participant's Vested Percentage becomes 100%
regardless of his or her years of service. This provision may
have the effect of deferring a hostile change in control by
increasing the costs of acquiring control. If a participant
dies, his or her surviving spouse, or if none, the participant's
estate, will receive an amount equal to 100% of the benefit that
would have been paid to the participant if the participant (i)
had retired on the date of his or her death, and (ii) had a
Vested Percentage equal to 100%. The Bank will pay all benefits
under the Directors' Plan from its general assets.
Deferred Compensation Program. The Bank has entered into
separate deferred compensation agreements (the "Deferred
Compensation Program") with Directors Rees, Ritchie, Swinford,
and Wilson, pursuant to which they will receive certain benefits
in lieu of cash compensation they otherwise would have received.
In addition, as part of the Incentive Compensation Plan
("Incentive Compensation Plan"), directors may elect to defer
the receipt of all or part of their compensation. Under the
deferred compensation program, deferred amounts are credited to
a bookkeeping account ("Deferral Account") in the participant's
name, which is credited quarterly and according to the terms of
the participant's deferred compensation agreement. The Deferral
Account is adjusted at the end of each calendar year to credit
the participant's Deferral Account with the appreciation or
depreciation that would have occurred if the deferred amounts
had been invested based upon the participant's choice between
(i) 3% times the Multiplier, (as defined under the First Federal
Savings Bank Incentive Compensation Plan), (ii) Common Stock,
and (iii) the Bank's highest annual rate of interest on
certificates of deposit having a one-year term. Deferred
compensation agreements are prospective only and irrevocable
with respect to amounts deferred pursuant thereto, except that a
participant may at any time, and from time to time, (i) change
the beneficiary designated therein, (ii) prospectively change
the investment selection applicable to his deferral account,
and/or (iii) file a deferred compensation agreement which
supersedes a prior deferred compensation agreement as to amount
deferred on or after the January 1st which coincides with or
next follows execution of the superseding agreement. In
addition, participants may cease future accruals at
any time. The Bank will pay all benefits under the Deferred
Compensation Program from its general assets.
For financial reporting purposes, the fees and compensation
which are deferred will be expensed as though paid in cash when
earned. For tax purposes, participants who entered into
deferred compensation agreements will defer ordinary income
taxation on amounts otherwise payable in cash. Tax recognition
will occur as deferred amounts, and any earnings attributable
thereto, are paid from the trust to participants, and the Bank
will then be entitled to a corresponding deduction.
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
Mr. Swinford, an attorney in Cynthiana, Kentucky, serves as
local counsel for the Bank. Swinford & Sims, P.S.C., a firm in
which Mr. Swinford is a partner performs title and document work
in connection with mortgage loans. In fiscal year 1998, fees
for such services totaled $8,181.50. Mr. Swinford is paid a
monthly retainer fee of $200.
The Bank offers loans to its directors, officers, and
employees. These loans currently are made in the ordinary
course of business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, the Bank's loans to directors and executive
officers are required to be made on substantially the same
8
terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the
normal risk of repayment or present other unfavorable features.
Furthermore, loans above the greater of $25,000 or 5% of the
Bank's capital and surplus (i.e., up to $500,000) to such
persons must be approved in advance by a disinterested majority
of the Board of Directors. At June 30, 1998, the Bank's loans
to directors and executive officers totaled $199,000, or 1.6% of
the Bank's stockholders equity at that date.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT AUDITORS
________________________________________________________________
Grant Thornton LLP was the Company's independent certified
public accountants for the 1998 fiscal year. The Board of
Directors presently intends to renew the Company's arrangement
with Grant Thornton LLP to be its independent certified public
accountant for the fiscal year ending June 30, 1999. A
representative of Grant Thornton LLP is expected to be present
at the Meeting to respond to appropriate questions and to make a
statement, if so desired.
________________________________________________________________
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
ten percent of the outstanding Common Stock are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Company with copies of all
such reports. Based on the Company's review of such reports
which the Company received during the last fiscal year, or
written representations from such persons that no annual report
of change in beneficial ownership was required, the Company
believes that, during the last fiscal year, all persons subject
to such reporting requirements have complied with the reporting
requirements with the exception of Mr. Russell Brooks who
did not file his Initial Statement of Beneficial Ownership
within 10 days of becoming an executive officer but did file it
within 13 days of such date.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in
accordance with the determination of the Board of Directors.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of
Common Stock. In addition to solicitations by mail, directors,
officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without
additional compensation.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by
writing to the Secretary of the Company. Such Annual Report
is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
9
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible to be considered for inclusion in
the Company's proxy materials for the next Annual Meeting of
Stockholders, any stockholder proposal to take action at such
meeting must be received at the Company's executive office at
306 N. Main Street, Cynthiana, Kentucky 41031-1210, no
later than June 10, 1999. Any such proposal shall be subject to
the requirements of the proxy rules adopted under the Exchange
Act.
In order for a stockholder of the Company to make any
director nominations and/or proposals other than pursuant to the
Exchange Act, he or she must give notice thereof in writing to
the Secretary of the Company not less than thirty days nor more
than sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice must be delivered or
mailed, to the Secretary of the Company not later than the close
of business on the tenth day following the day on which notice
of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kevin R. Tolle
KEVIN R. TOLLE
SECRETARY
Cynthiana, Kentucky
October 7, 1998
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,
KENTUCKY FIRST BANCORP, INC., P.O. BOX 368, CYNTHIANA, KENTUCKY
41031-1210.
________________________________________________________________
10
REVOCABLE PROXY
KENTUCKY FIRST BANCORP, INC.
CYNTHIANA, KENTUCKY
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 11, 1998
________________________________________________________________
The undersigned hereby appoints Luther O. Beckett, Diane
Ritchie and John Swinford, with full powers of substitution, to
act as proxies for the undersigned, to vote all shares of common
stock of Kentucky First Bancorp, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held at the main office of
First Federal Savings Bank, 306 North Main Street, Cynthiana,
Kentucky, on Wednesday, November 11, 1998 at 4:30 p.m., local
time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
I. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Betty J. Long
Milton G. Rees
Wilbur H. Wilson
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, INSERT THAT
NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
_____________________
The Board of Directors recommends a vote "FOR" the
above-listed nominees.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the stockholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting of
Stockholders, a proxy statement dated October 7, 1998 and an
annual report.
Dated: _______________________, 1998
__________________________ __________________________
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,
administrator, 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.
________________________________________________________________