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
[ ] Confidential, for Use of the Commission Only
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Citizens First Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
OF CITIZENS FIRST CORPORATION
TO BE HELD ON TUESDAY, APRIL 16, 2002
The 2002 annual meeting of shareholders of Citizens First Corporation
will be held at the Carroll Knicely Institute for Economic Development and
Public Service-South Campus, 2355 Nashville Road, Bowling Green, Kentucky, on
Tuesday, April 16, 2002 at 5:00 p.m., local time, for the following purposes:
(1) To elect three directors for three year terms ending in 2005
and until their successors are elected and qualify;
(2) To consider and act upon a proposal to ratify the appointment of
BKD,LLP as the Company's independent accountants and auditors for 2002; and
(3) To transact such other business as may properly come before the
meeting.
Please consult the accompanying proxy statement for further information
concerning the annual meeting, the election of directors and other matters.
March 1, 2002 is the record date for the determination of shareholders
entitled to notice of, and to vote at, the annual meeting. Accordingly, only
shareholders of record at the close of business on that date are entitled to
vote at the meeting or any adjournments thereof.
You are cordially invited to attend the annual meeting in person. If
you cannot, please sign and date the accompanying form of proxy and return it
promptly in the return envelope enclosed for your use. No postage is required if
the envelope is mailed in the United States.
By Order of the Board of Directors
/S/ James H. Lucas
JAMES H. LUCAS, Secretary
March 13, 2002
CITIZENS FIRST CORPORATION
1805 Campbell Lane
Bowling Green, Kentucky 42104
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies by the board of directors of Citizens First Corporation to be voted
at the 2002 annual meeting of shareholders of Citizens First Corporation to be
held on Tuesday, April 16, 2002, at 5:00 p.m., local time, and at any
adjournments of the meeting.
This proxy statement and the accompanying form of proxy are being first
released to shareholders on or about March 13, 2002.
IMPORTANT
Shareholders can help the Company avoid the necessity and expense of sending
follow-up letters to ensure a quorum by promptly returning the enclosed proxy.
Please mark, date, sign and return the enclosed proxy in order that the
necessary quorum may be represented at the meeting. The enclosed envelope
requires no postage if mailed in the United States.
VOTING
Only shareholders of record of the Company's Common Stock at the close
of business on March 1, 2002 are entitled to notice of, and to vote in person or
by duly authorized proxy at, the annual meeting. On the record date, there were
643,053 shares of Common Stock outstanding and entitled to vote.
Each share is entitled to one vote on all matters that may come before
the annual meeting other than the election of directors. In the election of
directors, a shareholder is entitled by Kentucky law to exercise "cumulative"
voting rights; that is, the shareholder is entitled to cast as many votes as
equals the number of shares owned by the shareholder multiplied by the number of
directors to be elected and may cast all such votes for a single director
nominee or distribute them among the nominees in any manner the shareholder may
see fit. Proxies received may be voted cumulatively. See "Election of
Directors," below.
If the accompanying form of proxy is properly signed and returned prior
to the annual meeting, the shares it represents will be voted at the annual
meeting in accordance with the directions, if any, noted thereon. If no contrary
directions are given, they will be voted:
o in the election of directors as described in this proxy statement,
o for the proposal to ratify the appointment of the Company's independent
public accountants for 2002, and on any other matters that may come
before the annual meeting.
Any shareholder giving a proxy may revoke it at any time before the
shares it represents are voted by giving written notice of such revocation to
the secretary of the Company at the address shown above or by delivering a later
dated proxy or by voting in person at the annual meeting.
The accompanying form of proxy may not be used:
o to authorize shares to be voted by anyone other than the persons
named therein or substitutes appointed by the board of
directors or
o to vote in the election of directors with respect to nominees
other than those named herein or substitutes appointed by the
board of directors.
The presence in person or by proxy of the holders of a majority of the
Common Stock will constitute a quorum for the transaction of business at the
annual meeting. Under Kentucky law, abstentions and broker non-votes on any
matter are not counted in determining the number of votes required for election
of a director or passage of any other matter submitted to shareholders.
Abstentions and broker non-votes are counted for purposes of determining the
existence of a quorum.
SHARE OWNERSHIP
The following table reflects certain information regarding the
beneficial ownership of the outstanding shares of Common Stock of Citizens First
held as of the record date for the annual meeting for
(1) each director and executive officer of the Company, and
(2) by the directors and the executive officers of the Company as a group.
Unless indicated otherwise, the Company believes that each person named
below has sole voting and investment power with respect to the Common Stock
beneficially owned by such person.
Number of Percent of
Name Shares Class
Jerry E. Baker ............................. 16,000 2.49%
Billy J. Bell .............................. 18,388 2.86
Barry D. Bray .............................. 9,400(1) 1.46
Mary D. Cohron ............................. 15,000 2.33
Tommy W. Cole .............................. 5,000 0.78
Floyd H. Ellis ............................. 17,512 2.72
James H. Lucas ............................. 10,430 1.62
Joe B. Natcher, Jr ......................... 6,700(2) 1.04
John T. Perkins ............................ 10,000(3) 1.56
Bill D.Wright .............................. 500 0.08
M. Todd Kanipe ............................. 250 0.04
Directors and executive officers as a
group (11 persons) 16.98%
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(1) Includes 1,400 shares held by Mr. Bray's wife.
(2) Shares are jointly owned with Mr. Natcher's wife.
(3) Includes 3,333 shares held in an individual retirement account for the
benefit of Mr. Perkins' wife.
ELECTION OF DIRECTORS
The board of directors of Citizens First Corporation is divided into
three classes, each consisting as nearly as possible of one third of the total
number of directors. Presently, the board has nine members, each class
consisting of three directors. At the annual meeting, three directors will be
elected to serve for three-year terms ending in 2005 and until their respective
successors are elected and qualify.
Unless a proxy is marked to give a different direction, the shares it
represents will be voted to elect the three persons named in the following
table. All of the nominees were elected at the 2000 annual meeting of
shareholders. All of the nominees have agreed to serve if elected. If there are
more nominees at the meeting than there are directorships, the nominees
receiving the highest number of votes will be elected to the available
directorships.
The board of directors has no reason to believe that any of the
nominees will be unavailable to serve as a director. If any nominee should
become unavailable for election, the persons named in the accompanying form of
proxy, or their substitutes, reserve the right to vote for a substitute nominee
selected by the board of directors. In addition, if any shareholder or
shareholders shall vote shares cumulatively or otherwise for the election of a
director or directors other than the nominees named above, or substitute
nominees, or for less than all of them, the persons named in the accompanying
form of proxy, or their substitutes, reserve the right to vote cumulatively for
some number less than all of the nominees named above or any substitute
nominees, and for such of the persons nominated as they may choose.
The following table gives the indicated information for each nominee
and incumbent director and other executive officers who are not nominees or
incumbent directors.
Name, Age, and Present Director Principal Occupation or Employment
Position(s) Since During Past Five or More Years
Nominees for election at the annual
meeting:
Barry D. Bray (55) 1999 Vice President and Chief Credit Officer of Citizens First and
Director; Vice President and Chief Citizens First Bank (the "Bank") since January 1999 and February
Credit Officer 1999, respectively; previously, Executive Vice President and
Chief Credit Officer of Trans Financial Bank from 1982 through 1998.
Tommy W. Cole (46) 1999 Vice President of Strategic Development, Houchens Industries;
Director previously, Manager for Private Banking, Trans Financial Bank,
from 1995 to November 1999.
John T. Perkins (59) 1998 Vice President and Chief Operating Officer of Citizens First and
Director the Bank since August 1998 and February 1999, respectively; until
January 2002; previously, bank consultant from April
1995 to July 1998 and Chief Operating Officer,Trans Financial Bank,
from July 1973 to April 1995.
Other Directors:
Billy J. Bell (68) 1998 Co-owner and Secretary/Treasurer of Mid-South Feeds, Inc., a feed
Director manufacturer.
James H. Lucas (69) 1998 Of Counsel, English, Lucas, Priest & Owsley, a law firm.
Director; Secretary to the Board of
Directors
Joe B. Natcher, Jr. (44) 1998 President and Chief Executive Officer of Southern Foods, Inc., a
Director food service distributor.
Jerry D. Baker (70) 1998 Chairman of the Board of Directors, Airgas Mid-America, Inc., an
Director industrial gas and welding equipment supplier.
Mary D. Cohron (54) 1998 President and Chief Executive Officer of Citizens First and the
Director, President and Chief Bank since August 1998 and February 1999, respectively;
Executive Officer previously, Board Team Development Services Provider for Kentucky
School Boards Association and Strategic Planning and Business
Consultant.
Floyd H. Ellis (75) 1998 Retired President and Chief Executive Officer, Warren Rural
Chairman of the Board of Directors Electric Cooperative Corporation
Non-director executive officers:
Bill D. Wright (42)
2000 Vice President, Chief Financial Officer and Treasurer of Citizens
First and the Bank since 2000, previously served as Assistant Controller/
Assistant Treasurer of Trans Financial, Inc.
M. Todd Kanipe (33) 2001 Vice President and Trust Relationship Manager of the Bank since
1999, previously served as a Commercial Lender at Trans
Financial, Inc.
Citizens First's board of directors has two standing committees:
the Audit Committee and the Compensation Committee. The Company has not
established a standing nominating committee or a committee performing similar
functions.
The Audit Committee held two meetings during 2001. The members of the
Audit Committee for 2001 were Messrs. Baker, Bell, Ellis, Lucas and Natcher. All
members of our Audit Committee are independent directors (as independence is
defined in Rule 4200(a)(14) of the National Association of Securities Dealers'
listing standards).
The Audit Committee's prescribed functions are [i] to recommend to the
board of directors the accounting firm to be selected as the independent
auditors for the Company and its subsidiary and [ii] to act on behalf of the
board of directors in meeting with the independent auditors and the appropriate
corporate officers to review matters relating to corporate financial reporting
and accounting procedures and policies, the adequacy of financial, accounting
and operating controls, and the scope of the respective audits of the
independent auditors and any internal auditor of the Company. In addition, the
Audit Committee is responsible for reviewing and reporting the results of each
audit and making recommendations it may have to the board with respect to
financial reporting and accounting practices, policies, controls and safeguards.
The Audit Committee has adopted a written charter, a copy of which is attached
to this proxy statement.
The Compensation Committee establishes the compensation arrangements
for executive officers of the Company. The Compensation Committee held one
meeting during 2001. The members of the Compensation Committee during 2001 were
Messrs. Baker, Bell, Lucas and Ellis.
Four meetings of the board of directors were held during 2001. With the
exception of Mr. Baker, all directors attended 75% or more of the combined total
of the meetings of the board of directors and of all committees on which they
served.
EXECUTIVE COMPENSATION
The following table provides certain information concerning the
compensation received by the Company's President and Chief Executive Officer for
the fiscal years ended December 31, 2001, 2000 and 1999. Disclosure for the
remaining executive officers is not required because none had annual salary and
bonus that exceeded $100,000.
Summary Compensation Table
Name and Principal Position Year Salary All Other
Compensation(1)
Mary D. Cohron, President and Chief 2001 $108,000 $6,519
Executive Officer 2000 $96,437 $5,593
1999 $96,895 $3,491
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(1) Other compensation includes: (a) the Company's match of up to 3% of the
officer's salary under the Savings Incentive Match Plan for Employees
($3,240); (b) the cost of life insurance premiums paid on behalf of the
officer for coverage equal to annual salary ($348); and (c) the portion of
the cost of health insurance coverage for such officer that is paid by
Citizens First ($2,931). All full-time employees receive similar benefits.
Citizens First and Mary Cohron are parties to an employment agreement
dated September 14, 1998, as amended (the "Employment Agreement") which provided
for the payment to Ms. Cohron of an initial annual salary of $95,000, subject to
adjustment by the board of directors. Such salary is exclusive of any bonus
which may be paid in the determination of the board of directors based on the
performance of the Bank. The employment agreement was automatically renewed for
a new three year term on August 1, 2001. The employment agreement may be
terminated by us upon 60 days notice for cause (as defined therein) and without
cause. In the event the agreement is terminated without cause, we will be
obligated to pay Ms. Cohron the value of accrued fringe benefits through the
date of termination and compensation equal to a full years' salary. Ms. Cohron
may voluntarily terminate her employment upon 60 days notice. In the event of
termination of employment prior to the natural expiration of the agreement, Ms.
Cohron will be prohibited for one year from performing in Warren County and any
contiguous county thereto duties for a banking organization comparable to the
duties performed for Citizens First or the Bank
Our directors do not receive compensation for attending board or board
committee meetings, but we do reimburse board members for the expenses they
incur to attend the meetings.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS
AND EXECUTIVE OFFICERS
Through the Bank, Citizens First has had and expects in the future to
have banking transactions in the ordinary course of business with directors and
executive officers of Citizens First and their associates. All loans to such
persons or their associates have been on the same terms, including interest
rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and have not involved more than normal risk
of collectibility or other unfavorable features.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed Citizens First's audited
financial statements for the year ended December 31, 2001 with management. The
Committee has also reviewed and discussed with BKD, LLP, the Company's
independent auditors, the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), as modified and
supplemented, relating to the conduct, scope and results of the audit, has
received the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees), as
modified and supplemented, and has discussed with the independent accountants
the independent accountant's independence.
Based upon such review and discussions, the Audit Committee recommended
to the board of directors, and the board has approved, that the audited
financial statements be included in Citizens First's Annual Report on Form
10-KSB for the year ended December 31, 2001. The board and the Audit Committee
have also recommended, subject to shareholder approval, the selection of our
independent accountants.
Members of the Audit Committee:
Jerry D. Baker
Billy J. Ball
Floyd H. Ellis
James H. Lucas
Joe B. Natcher, Jr.
Ratification of Appointment of
Independent Public Accountants
The board of directors, upon recommendation of its Audit Committee, has
appointed BKD, LLP as independent accountants of the Company with respect to its
operations for the year 2002, subject to ratification by the shareholders. In
taking this action, the members of the board of directors and the Audit
Committee considered carefully BKD, LLP's performance in that capacity since its
original retention in 2000, its independence with respect to the services to be
performed and its general reputation for adherence to professional auditing
standards.
Although our bylaws do not require shareholders to approve our
independent accountants, there will be presented at the annual meeting a
proposal for the ratification of this appointment, which the board of directors
believes is advisable and in the best interests of the shareholders. If the
appointment of BKD, LLP is not ratified, the matter of the appointment of
independent accountants will be reconsidered by the board of directors.
To ratify the selection of BKD, LLP, the holders of a majority of the
votes cast at the annual meeting must vote in favor of the proposal.
Representatives of BKD, LLP will be present at the annual meeting to
make a statement if they desire to do so and to answer appropriate questions
that may be asked by shareholders.
Audit Fees
The aggregate fees incurred for professional services for the audit of
our annual financial statements for the year ended December 31, 2001 and for the
reviews of our interim financial statements included in the Company's Forms 10-Q
for that year were $36,632.
Financial Information Systems Design and Implementation Fees
There were no fees billed for professional services rendered in
connection with the design and/or implementation of our financial information
systems by BKD, LLP for the year ended December 31, 2001.
All Other Fees
There were no fees billed for services rendered by BKD, LLP other than
the services covered under the caption "Audit Fees", above, for the year ended
December 31, 2001.
The Audit Committee of the board of directors has considered whether
the provision of the services covered under the captions "Financial Information
Systems Design and Implementation Fees" and "All Other Fees", above, is
compatible with maintaining the principal accountant's independence.
Other Matters
The board of directors does not know of any other matters requiring a
vote of shareholders to be brought before the annual meeting. If, however, any
such other matters are presented, the persons named in the accompanying form of
proxy or their substitutes will vote such proxy according to their best judgment
on such matters.
Shareholder Proposals
Any proposal that a shareholder may desire to be included in the board
of directors' proxy statement for presentation at the 2003 Annual Meeting of
Shareholders must be received not later than November 13, 2002 in order to be
considered for inclusion. All such proposals should be sent to: the Secretary of
Citizens First at 1805 Campbell Lane, Bowling Green, Kentucky 42104. Shareholder
proposals submitted after January 27, 2003 will be considered untimely, and the
proxy solicited by Citizens First for next year's annual meeting may confer
discretionary authority to vote on any such matters without a description of
them in the proxy statement for that meeting.
Solicitation of Proxies
This solicitation of proxies by the board of directors is being
conducted primarily by mail. Citizens First will bear the costs of the
solicitation, which may include reimbursement paid to brokerage firms and others
for their reasonable expenses in forwarding solicitation material for the
meeting to beneficial owners. Certain officers, directors, and regular employees
may also solicit proxies on behalf of the board of directors by means of
telephone calls, personal interviews, and mail at no additional expense to
Citizens First.
By order of the Board of Directors
/s/ James H. Lucas
James H. Lucas, Secretary
Bowling Green, Kentucky
March 13, 2002
All shareholders who do not expect to attend the annual meeting are
urged to complete, date, sign, and return the accompanying form of proxy in the
return envelope enclosed for that purpose.
APPENDIX TO PROXY STATEMENT
FORM OF PROXY CARD
(Front)
PROXY
CITIZENS FIRST CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SHAREHOLDERS MEETING ON APRIL 16, 2002
The undersigned hereby appoints Charles Hardcastle and Kim Harmon, and
each or either of them, as true and lawful agents and proxies, with full power
of substitution in each, to represent the undersigned in all matters coming
before the 2002 Annual Meeting of Shareholders of Citizens Financial Corporation
to be held at the Carroll Knicely Institute for Economic Development and Public
Service-South Campus, 2355 Nashville Road, Bowling Green, Kentucky on Tuesday,
April 16, 2002 at 5:00 p.m. local time, and any adjournments thereof, and to
vote all shares owned of record by the undersigned as follows:
1. ELECTION OF DIRECTORS
Nominees: Barry D. Bray, Tommy W. Cole, John T. Perkins
[ ] VOTE FOR all nominees listed above, except vote withheld
from the following nominees (if any):
-------------------------------------------------------------
OR
[ ] VOTE WITHHELD from all nominees listed above.
2. RATIFICATION OF APPOINTMENT OF BKD, LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER MATTERS
In their discretion, to vote with respect to any other matters that may
come before the annual meeting or any adjournments thereof, including matters
incident to its conduct.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE
NOT GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1 WITH THE
DISCRETIONARY AUTHORITY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT AND FOR
THE APPOINTMENT OF BKD, LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
PLEASE DATE AND SIGN ON THE REVERSE SIDE
(Back)
Dated:_______________, 2002
PLEASE SIGN EXACTLY AS APPEARS BELOW ______________________Signature
______________________Signature
(JOINT OWNERS SHOULD EACH SIGN.
ATTORNEYS-IN-FACT, EXECUTORS,
ADMINISTRATORS, CUSTODIANS,
PARTNERS, OR CORPORATION OFFICERS
SHOULD GIVE FULL TITLE).
PLEASE DATE, SIGN, AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.
COVER LETTER
VIA EDGAR
March 13, 2002
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20509
Re: Citizens First Corporation (Commission File Number 333-67435)
Gentlemen:
Transmitted herewith for filing pursuant to Rule 14a-6(b) of Regulation 14A are
the proxy solicitation materials relating to the solicitation of
proxies in connection with the Annual Meeting of Shareholders of Citizens First
Corporation to be held April 16, 2002. The proxy solicitation is being conducted
on behalf of the Board of Directors of the registrant. There is no fee payable
in connection with this filing. The date the proxy solicitation materials are
first being sent or distributed to shareholders is on or about March 13, 2002.
In accordance with Regulations 14A and S-T, the accompanying electronic filing
includes Schedule 14A, the definitive Notice of the Annual Meeting of
Shareholders and Proxy Statement, and the text of the proxy being solicited by
the Board of Directors of the registrant in connection with the Annual Meeting.
Please contact the undersigned if you have questions or would like additional
information.
Sincerely yours,
/s/ Caryn F. Price
Telephone Number: (502)562-7231