SCHEDULE 14A
(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 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.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than
the 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:
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2. Aggregate number of securities to which transaction
applies:
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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:
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[ ] 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:
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2. Form, Schedule or Registration Statement no.:
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3 Filing Party:
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4. Date Filed:
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[LETTERHEAD]
March 19, 1999
Dear Stockholder:
We invite you to attend the 1999 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 20, 1999 at 4:00 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 1998 fiscal
year. Directors and officers of the Company as well as
representatives of Miller, Mayer, Sullivan & Stevens LLP, 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 20, 1999
- -----------------------------------------------------------
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 4:00 p.m.,
local time, on Tuesday, April 20, 1999.
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 three 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
proposals 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 11, 1999, 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/ Ann L. Hooks
Ann L. Hooks
Secretary
Danville, Kentucky
March 19, 1999
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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.
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- ---------------------------------------------------------------
PROXY STATEMENT
OF
CKF BANCORP, INC.
340 WEST MAIN STREET
DANVILLE, KENTUCKY 40422
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
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GENERAL
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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 1999 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 20, 1999, at 4:00 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 19, 1999.
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VOTING AND REVOCABILITY OF PROXIES
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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. 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.
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VOTING SECURITIES
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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 11, 1999 (the "Record Date"), are
entitled to one vote for each share then held. As of
March 2,1999, there were 901,632 shares of the Common Stock
issued and outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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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 March 2, 1999, 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 March 2, 1999.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- ---------------- ------------ ------------
CKF Bancorp, Inc. 80,000 (2) 8.8%
Employee Stock Ownership
Plan and Trust
340 West Main Street
Danville, Kentucky 40422
John H. Stigall 46,205 (3) 5.1%
Central Kentucky Federal Savings Bank
340 West Main Street
Danville, Kentucky 40422
<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 March 2, 1999.
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. As of
March 2, 1999, approximately 22,350 shares had been
allocated.
(3) Includes 4,000 shares that Mr. Stigall has the right to
acquire upon the exercise of options exercisable within 60
days of March 2, 1999.
</FN>
The following table sets forth information regarding the
shares of Common Stock beneficially owned as of March 2, 1999 by
each director of the Company and by all directors and executive
officers as a group.
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT PERCENT
NAME AND POSITION MARCH 2, 1999 (1) OF CLASS
- ------------------ ------------------ --------
W. Irvine Fox, Chairman of the Board 38,100 4.2%
John H. Stigall, President, Chief
Executive Officer and Director 46,205 5.1
Jack L. Bosley, Jr., Director 7,400 .8
J. T. Goggans, Director 32,750 3.6
W. Banks Hudson, III, Director 25,900 2.8
Yvonne Y. Morley, Director 1,400 .2
Warren O. Nash, Director 4,168 .5
All directors and executive officers of
the Company, as a group (8 persons) 173,342 19.0
__________
(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
-2-
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 1,900,
4,000, 2,400, 2,400, 2,400, 400, 0 and 16,700 shares of
Common Stock as to which stock options have been granted to
Directors Fox, Stigall, Bosley, Goggans, Hudson, Morley and
Nash and all executive officers and directors as a group,
respectively, which options are exercisable within 60 days
of March 2, 1999.
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PROPOSAL I -- ELECTION OF DIRECTORS
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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 Jack L. Bosley, Jr. and Yvonne Y. Morley,
both of whom are currently members of the Board, to each serve
for three years and until their successors are elected and
qualified and J. T. Goggans, who also is currently a member of
the Board, to serve for a term of one year and until his
successor is 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 Ms. Morley, were initially appointed as directors of
the Company in August 1994 in connection with the incorporation
and organization of the Company. 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.
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 2002
Jack L. Bosley, Jr. 48 1984 1999
Yvonne Y. Morley 42 1998 1999
BOARD NOMINEE FOR TERM TO EXPIRE IN 2000
J. T. Goggans 69 1985 1999
DIRECTORS CONTINUING IN OFFICE
W. Banks Hudson, III 51 1981 2000
W. Irvine Fox, Jr. 63 1970 2001
Warren O. Nash 64 1986 2001
John H. Stigall 55 1979 2001
-3-
The principal occupation of each director of the Company for
the last five years is set forth below.
JACK L. BOSLEY, Jr. is a partner in Viewpoint Farm, a beef
cattle and tobacco operation, and is a certified residential
real property appraiser. He is also a member of the
Danville-Boyle County Chamber of Commerce.
YVONNE Y. MORLEY is the Executive Assistant to the President
and Assistant Secretary of the Board of Trustees of Centre
College, Danville, Kentucky. From October 1993 to October 1997,
she was Assistant to the President for External Affairs at
Centre College. Before joining Centre College, she was the
Executive Director of the Heart of Danville Main Street Program
in Danville, Kentucky, for five years. Ms. Morley serves on the
Board of Directors of the Danville-Boyle County Chapter of the
University of Kentucky Alumni Association, the Heart of Danville
Main Street Program, the Danville-Boyle County Community
Development Council, the McClure-Barbee House Foundation and is
also a 1991 graduate of the Danville-Boyle County Chamber of
Commerce Leadership Program. She is a member of the SS Peter
and Paul Catholic Church.
J.T. GOGGINS 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.
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, Heart of Danville, Inc. (Main Street Program), of which
he was Vice President, and the executive committee of the
Community Development Council (CDC). 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 of the Presbyterian Church of Danville.
W. IRVINE FOX, Jr., Chairman of the Board since 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. 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.
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 a member of the Board of Directors of the Kentucky
Bankers Association. 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, Member of the Board of Directors and Treasurer of A
Children's Place, a past Member of the Advisory Board of the
Salvation Army, past 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.
-4-
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information concerning the executive
officer of the Company who is not a director.
ANN L. HOOKS, 54, is Vice President, Secretary 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.
WILLIAM H. JOHNSON, 47, joined the Bank as Senior Vice
President in September 1998. Prior to that he served for 16
years as Vice President and Regional Manager of Great Financial
Bank, F.S.B.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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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 17 times during the year ended
December 31, 1998. No director attended fewer than 75% of the
total number of Board meetings held during the year ended
December 31, 1998 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. The Nominating Committee met once during the fiscal
year ended December 31, 1998. 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 Company's certificate of incorporation sets
forth procedures that must be followed by stockholders seeking
to make nominations for directors. In order for a stockholder
of the Company to make any nominations, he or she must give
written notice thereof 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 shall be delivered or mailed, as prescribed, 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. Each such notice given
by a stockholder with respect to nominations for the election of
directors must set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each
such nominee; and (iii) the number of shares of stock of the
Company which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination must promptly
provide any other information reasonably requested by the
Company.
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, Nash and Morley. 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 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 one time during the year ended
December 31, 1998.
The Bank Compensation Committee, consisting of Directors
Fox, Goggans, Nash and Stigall, meets periodically to evaluate
the compensation and benefits of the directors, officers and
employees and recommend changes
-5-
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 Committee of the Bank met three
times during the year ended December 31, 1998.
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DIRECTORS' COMPENSATION
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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 1998, directors' fees totaled
$46,400. 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, 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 Bank's
conversion to stock form (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.
-6-
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. No amounts were accrued under this plan during the
year ended December 31, 1998.
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"). During
the year ended December 31, 1998, the Company issued options to
Director Morley to acquire 2,000 shares of Common Stock at an
exercise price of $19.75. Such options become exercisable at
the rate of 20% per year, with the first 20% becoming
exercisable on March 10, 1999. The exercise price on the
options subsequently was lowered to $17.19.
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EXECUTIVE COMPENSATION AND OTHER BENEFITS
- ----------------------------------------------------------------
SUMMARY COMPENSATION TABLE. 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, 1998, 1997 and 1996. No executive officer received a total
salary and bonus in excess of $100,000 during fiscal year 1998,
1997 or 1996.
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
NAME AND ----------------------------------- SECURITIES
PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS(#) COMPENSATION
- -------- ------ --------- ------- --------------- ------------- ---------------
John H. Stigall 1998 $ 82,200 $ -- $ 1,200 -- $ --
President and Chief 1997 80,040 -- 1,200 -- --
Executive Officer 1996 78,120 -- 1,200 -- --
<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 1998, 1997 and
1996 did not exceed 10% of the executive officer's salary
during such year.
</FN>
-7-
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES. The following table sets forth for the named
executive officer option exercises during the fiscal year and
the fiscal year-end value of unexercised "in-the-money" options.
No options were granted to the named executive officer during
the year ended December 31, 1998.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- -------- ----------- -------------------------- --------------------------
John H. Stigall 8,000 $53,000 4,000/8,000 $16,000/$32,000
<FN>
_____________
(1) Calculated based on the product of: (a) the number of
shares acquired upon the exercise of options and (b) the
difference between the fair market value of the Common
Stock on the exercise date, determined based on the mean of
the bid and asked price of the Common Stock prior to such
date as quoted on the Nasdaq Small-Cap Market, and the
exercise price of the options.
(2) Based on the aggregate fair market value of the shares of
Common Stock underlying the options at December 31, 1998
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, 1998 or, if not on such
date, then the immediately preceding date on which such
price was available ($17.125 per share). Unexercised
options are considered "in-the-money" if the exercise
price is less than fair market value of the underlying
Common Stock.
</FN>
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 responsi-
ble 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 provide for a term of three years
expiring on December 29, 2001 with an annual base salary payable
by the Bank 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.
-8-
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) 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, 1998 would have been approximately $214,632.
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.
- ----------------------------------------------------------------
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, 1998 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,
1998. 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.
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, 1998, the total
amount of loans outstanding to directors and executive officers
was approximately $464,748, or 3.4%, of the Company's
stockholders' equity.
-9-
- ----------------------------------------------------------------
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 properly 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, LLP, which was the Bank's
independent auditors for the 1998 fiscal year, has been retained
by the Board of Directors to be the Company's independent
auditors for the 1999 fiscal year. A representative of Miller,
Mayer, Sullivan & Stevens, LLP 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 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 1998 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 1998 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
- ----------------------------------------------------------------
Under the Company's Certificate of Incorporation,
stockholder proposals must be submitted in writing to the
Secretary of the Company at the address stated later in this
paragraph no less than 30 days nor more than 60 days prior to
the date of such meeting; provided, however, that if less than
forty days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, 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. For consideration at
the Annual Meeting, a stockholder proposal must be delivered or
mailed to the Company's
-10-
Secretary no later than March 29, 1999. 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 22,
1999. 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/ Ann L. Hooks
Ann L. Hooks
Secretary
Danville, Kentucky
March 19, 1999
-11-
REVOCABLE PROXY
CKF BANCORP, INC.
- ----------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
- ----------------------------------------------------------------
The undersigned hereby appoints W. Banks Hudson, Warren O.
Nash and W. Irvine Fox 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 20, 1999 at 4:00 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). [ ] [ ]
For a term expiring in 2002
---------------------------
Jack L. Bosley, Jr.
Yvonne Y. Morley
For a term expiring in 2000
---------------------------
J. T. Goggans
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
notification 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 1998 fiscal year.
Dated:__________________________, 1999
___________________________ ___________________________
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.
- ----------------------------------------------------------------