UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.)
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Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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First
Financial Service Corporation
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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)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount Previously
Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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October
20, 2010
Dear
Shareholder:
You are
cordially invited to attend a Special Meeting of Shareholders of First Financial
Service Corporation to be held at our corporate headquarters, 2323 Ring Road,
Elizabethtown, Kentucky on Wednesday, November 17, 2010, at 5 p.m. local
time.
At the
Special Meeting, shareholders will consider a proposal to increase the
authorized number of common shares of the Corporation. Management believes that
approval of this proposal is critical to the Corporation’s ability to raise
capital to support our banking business and take advantage of opportunities for
growth in the future.
Enclosed
are a notice of matters to be voted on at the Special Meeting, our proxy
statement and a proxy card.
To ensure
that your shares are represented at the meeting, please mark, sign and date the
proxy card and return it in the enclosed postage−paid envelope as promptly as
possible. Your early attention will be greatly appreciated because it will
reduce the cost we incur in obtaining your voting instructions. If you attend
the meeting, you may vote in person even if you have previously mailed a proxy
card.
You may
revoke your proxy at any time before it is exercised as explained in the proxy
statement. If you plan to attend and your shares are held in the name of a
broker or other nominee, please bring with you a letter (and a legal proxy if
you wish to vote your shares in person at the meeting) from the broker or
nominee confirming your ownership as of the record date.
We look
forward to seeing you at the meeting.
Sincerely,
B. Keith
Johnson
Chief
Executive Officer
FIRST
FINANCIAL SERVICE CORPORATION
2323
Ring Road
Elizabethtown,
Kentucky 42702-5006
(270)
765-2131
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
A Special
Meeting of Shareholders of First Financial Service Corporation will be held at
our corporate headquarters, 2323 Ring Road, Elizabethtown, Kentucky, on
Wednesday, November 17, 2010 at 5 p.m. local time.
A proxy
card and a proxy statement for the meeting are enclosed.
The
purpose of the meeting is to act on the following proposals:
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·
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Item
1: A proposal to approve an amendment to our Articles of
Incorporation to increase the number of authorized shares of common stock
from 10 million to 35 million; and
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·
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Item
2: A proposal to approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies, if
there are not sufficient votes at the time of the Special Meeting to
approve the proposal set forth in Item
1.
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The Board of Directors recommends a
vote FOR each of these Items
.
Shareholders
of record at the close of business on October 11, 2010 are entitled to vote at
the meeting and any adjournments thereof.
Your
vote is important.
Please
complete and sign the enclosed proxy card, which is solicited by the Board of
Directors, and mail it promptly in the enclosed envelope. If you attend the
meeting, you can choose to revoke your proxy and elect to vote in
person.
The
prompt return of proxy cards will save us the expense of further requests for
proxy cards in order to insure a quorum and sufficient votes to approve the
proposal in Item 1.
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BY
ORDER OF THE BOARD OF DIRECTORS:
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Janelle
Poppe
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Corporate
Secretary
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Elizabethtown,
Kentucky
October
20, 2010
Important
Notice Regarding the Availability of Proxy Materials for the
Special
Meeting of Shareholders to be Held on November 17, 2010:
This
Proxy Statement is available at
www.ffsbky.com
FIRST
FINANCIAL SERVICE CORPORATION
2323 Ring
Road
Elizabethtown,
Kentucky 42702-5006
(270)
765-2131
PROXY
STATEMENT
About
the Special Meeting
Why
have I received these materials?
We are
providing these proxy materials in connection with the solicitation of proxies
by the Board of Directors of First Financial Service Corporation for a Special
Meeting of Shareholders (the “Special Meeting”) to be held on November 17, 2010.
In this proxy statement, we refer to First Financial Service Corporation as
“we,” “us,” “our,” “First Financial Service Corporation” or the “Corporation.”
This proxy statement and form of proxy are being mailed starting on or about
October 20, 2010.
What
am I voting on?
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·
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Item
1: A proposal to approve an amendment to our Articles of
Incorporation to increase the number of authorized shares of common stock
from 10 million to 35 million; and
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·
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Item
2: A proposal to approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies, if
there are not sufficient votes at the time of the Special Meeting to
approve the proposal set forth in Item
1.
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Who
is entitled to vote at the Special Meeting?
Only
holders of record of our common stock as of the close of business on October 11,
2010 will be entitled to notice of and to vote at the Special
Meeting.
As of the
record date of October 11, 2010, there were
4,726,168
shares of
common stock outstanding and entitled to vote at the Special Meeting. Each share
is entitled to one vote.
How
do I vote?
You may
vote in person at the Special Meeting or by proxy. Whether or not you plan to
attend the Special Meeting, you may submit a proxy to vote your shares via the
mail as more fully described below.
If you
are a shareholder of record (that is, if you hold your shares in your own name
on the stock records maintained by our transfer agent, Registrar and Transfer
Company), you may complete and sign the enclosed proxy card and return it in the
postage paid envelope provided, or deliver it in person. The shares represented
by your proxy card will then be voted as you instruct.
If you
hold your shares in “street” name (that is, you hold your shares through a
broker, bank or other nominee), you will receive instructions on how to vote
from the broker, bank or other nominee that holds your shares. Street name
shareholders who wish to vote in person at the Special Meeting will need to
obtain a “legal proxy” from the institution that holds their shares and follow
the voting instructions on that form.
All
shares represented by valid proxies that we receive through this solicitation,
and that are not revoked, will be voted in accordance with your instructions on
the proxy card. If you return a signed proxy without marking your voting
instructions, the shares represented by your proxy will be voted FOR Item 1 and
FOR Item 2.
If you
are a participant in the First Financial Service Corporation 401(k)/Employee
Stock Ownership Plan (KSOP), you will receive a proxy card for the shares that
you own through that plan. That proxy card will serve as a voting instruction
card for the trustees of the plan. If you own shares through the plan and do not
vote, the plan trustees will vote the plan shares in the same proportion as
shares for which instructions were received under each plan.
Can
I revoke my proxy?
Yes. You
may revoke your proxy at any time before it is exercised at the Special Meeting
by:
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·
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wr
itten notice of revocation to the
Corporate Secretary;
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·
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a
properly executed proxy bearing a later date;
or
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voting
in person at the Special Meeting.
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In each
case, the last submitted vote will be recorded and the earlier vote revoked.
Your attendance at the Special Meeting alone will not revoke your
proxy.
What
constitutes a quorum for purposes of the Special Meeting?
In order
to hold the Special Meeting, a quorum consisting of the holders of a
majority of the outstanding shares of common stock entitled to vote at the
Special Meeting must be present in person or represented by proxy at the Special
Meeting. For purposes of determining the presence or absence of a quorum, we
intend to count as present shares present in person but not voting and shares
for which we have received proxies but for which holders thereof have abstained.
Furthermore, if either Item 1 or Item 2 is considered a routine matter by the
New York Stock Exchange, a broker non-vote will be counted as present for
purposes of determining whether a quorum is present; however, if both Item 1 and
Item 2 are considered non-routine matters by the NYSE, a broker non-vote will
not be counted as present for purposes of determining whether a quorum is
present.
What
is a broker non-vote?
The New
York Stock Exchange will determine whether the proposals presented at the
Special Meeting are routine or not routine. If a proposal is routine, a broker
or other entity holding shares for an owner in “street” name may vote in its
discretion on the proposal without receiving voting instructions from the owner.
If a proposal is not routine, the broker or other entity may vote on the
proposal only if the owner has provided voting instructions. A “broker non-vote”
occurs when the broker or other entity is unable to vote on a proposal because
the proposal is not routine and the “street” name owner does not provide any
voting instructions.
What
vote is required to approve each item?
The
affirmative vote of a majority of the outstanding shares of common stock
entitled to vote at the Special Meeting is required to approve Item 1.
Because approval is based on the
affirmative vote of a majority of votes represented by shares outstanding, the
failure to vote, a broker non-vote or an abstention will have the same effect as
a vote against Item 1.
If there
is a quorum, approval of Item 2 (any necessary or appropriate adjournment of the
Special Meeting) requires the votes cast in favor of such proposal to exceed the
votes cast against such proposal at the Special Meeting. Abstentions from
voting, as well as broker non-votes, if any, are not treated as votes cast and,
therefore, will have no effect on the vote required for Item 2 in this case. In
the absence of a quorum, the Special Meeting may be adjourned by the approval of
the majority of the voting power of the outstanding shares present and entitled
to vote at the Special Meeting.
With
respect to approval of both Item 1 and Item 2, each share of common
stock is entitled to one vote.
How
does the Board recommend that I vote my shares?
The Board
of Directors recommends that you vote FOR Item 1 and FOR Item 2.
At the date this proxy
statement went to press,
no matters other than the matters described in
this proxy statement are anticipated to be presented for action at the Special
Meeting or at any adjournment or postponement of the Special
Meeting
Who
counts the votes?
Inspectors
of election, appointed for the meeting, tabulate votes cast in person or by
proxy at the meeting. These inspectors also certify the results of the voting.
The inspectors will also determine whether or not a quorum is present at the
meeting.
Who
will bear the expense of soliciting proxy cards?
We will
pay the cost of soliciting proxies. In addition to the solicitation by mail,
proxies may be solicited personally or by telephone, facsimile or electronic
mail by our employees and/or transfer agent, who will not be specially
compensated. We will reimburse brokers holding common stock in their names or in
the names of their nominees for their expenses in sending proxy materials to the
beneficial owners of such common stock.
FORWARD-LOOKING
STATEMENTS
This
proxy statement or the documents incorporated by reference into this proxy
statement may contain “forward-looking statements.” Words such as “expects,”
“anticipates,” “believes,” “estimates” and other similar expressions or future
or conditional verbs such as “will,” “should,” “would” and “could” are intended
to identify such forward-looking statements. These statements are not guarantees
of future results or performance and involve certain risks, uncertainties and
assumptions that are difficult to predict and often are beyond the Corporation’s
control. Actual outcomes and results may differ materially from those expressed
in, or implied by, our forward-looking statements. Factors that could cause
actual results to differ materially from those expressed in our forward-looking
statements include the failure to obtain the shareholder adoption of the
Amendment described in this proxy statement as well as factors described in our
Annual Report on Form 10-K for the year ended December 31,
2009, under the captions “Item 1A. Risk Factors,” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and in our subsequent filings with the Securities and Exchange
Commission (the “SEC”). Forward-looking statements speak only as of the dates
they are made, and except to the extent required by applicable law or
regulation, we undertake no obligation to update any forward-looking statement
to reflect the impact of circumstances or events that arise after the date of
this proxy statement.
ITEM
1:
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AMENDMENT
TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF
AUTHORIZED COMMON STOCK FROM 10 MILLION TO 35
MILLION
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Our Board
of Directors has adopted and recommended that shareholders approve an amendment
(the “Amendment”) to our Amended and Restated Articles of Incorporation to
increase the number of shares of common stock authorized for issuance from 10
million to 35 million. The increase in shares of common stock to be authorized
by the Amendment will be available for general corporate
purposes.
If the
shareholders approve the Amendment, the Amendment will become effective
upon the filing of Articles of Amendment with the Kentucky Secretary of State,
which filing will take place as soon as practicable following the Special
Meeting.
The
Board recommends a vote “FOR” Item 1 for the reasons discussed
below.
Reasons
for the Amendment
The Board
believes it would be advantageous to increase the number of shares of common
stock authorized for issuance. Having additional shares available would
increase our Corporation’s flexibility to issue common stock for a number of
corporate purposes, including as stock dividends
,
in connection with
possible acquisitions,
and raising capital. The Board believes that in the current economic
environment, raising capital through the sale of common stock would be in the
best interest of our Corporation, First Federal Savings Bank and our
shareholders.
The onset
of the downturn in the economy and the real estate markets over two years ago
has adversely affected our Corporation. Declining economic conditions have had a
serious impact on many of our customers, resulting in an increase in our
adversely classified assets. Federal and state banking regulators have strongly
encouraged us to increase our capital levels in light of the higher level of
adversely classified assets. While we have absorbed many of the losses related
to the deteriorated credit quality to date, loan loss challenges remain. Raising
additional equity will provide a cushion to absorb future credit
losses.
While we
have been able to generate earnings for 2009 and for the first six months of
2010, our level of earnings the past two years has been lower than in previous
years. Before the economic downturn, our level of earnings allowed us to grow
our franchise, pay cash dividends on our common stock, and retain earnings to
build capital. The lower level of earnings over the past two years has limited
our ability to use capital for these purposes.
During
this period, management actively has sought to enhance capital and liquidity
levels. In January 2009 we raised $20.0 million of capital through the issuance
of Series A Preferred Stock to the United States Treasury. Management has also
undertaken initiatives to reduce expenses and our risk-weighted assets. In
particular, we have reduced our exposure to residential land and construction
loans and non-owner occupied term commercial real estate loans, as well as
lending primarily to existing qualified borrowers. In an effort to preserve
capital, we ceased paying cash dividends in 2009.
After
considering alternatives for increasing capital levels, the Board has determined
to explore raising additional capital through the sale of common stock in a
public offering or private placement.
The Board
believes that raising capital would have compelling benefits for our Corporation
and its shareholders in the current economic environment. Additional capital
would strengthen our Corporation’s balance sheet and give us more flexibility to
take advantage of opportunities to grow our business and increase earnings. With
additional capital, we will be in a better position to take advantage of the
dislocation in the market from other banks that have curtailed lending.
Executing on these opportunities will enable us to continue to strengthen our
retail banking services and commercial business, enhancing the franchise value
of our Corporation. Stronger earnings would allow us to reinstate a common stock
cash dividend sooner and help offset the potential dilution to earnings per
share and book value per shares resulting from any sale of common
stock.
Raising
capital could also begin to position us for the eventual redemption of our
Series A Preferred Stock issued to the U. S. Treasury under the Capital
Purchase Program. On January 9, 2014 the dividends payable on the Preferred
Stock will increase from 5% per annum to 9% per annum.
Although
the Board believes the sale of common stock is the Corporation’s best
alternative for raising capital, the amount of capital we currently could raise
is effectively limited by having fewer than 4.5 million shares of common stock
available to issue in a stock offering at a time when the trading price of our
stock has declined. The closing price of our stock reported on the NASDAQ Global
Market was $5.05 on October 15, 2010.
As of
September 30, 2010, we had 10 million shares of common stock authorized of which
4,726,075 shares were issued and outstanding. As of that date we also had
103,141 shares subject to outstanding options granted under our 2006 Stock
Incentive Plan, an additional 494,750 shares reserved and available for future
grants under the 2006 Plan, and 215,983 shares subject to a stock purchase
warrant issued to the U.S. Treasury Department.
The sale
of additional shares of common stock would have a dilutive effect on our
earnings per share of common stock and on the book value per share of our common
stock if the sale price is less than book value per share. In addition, our
existing shareholders will incur substantial dilution to their voting interests
and will own a smaller percentage of our outstanding capital stock. Our articles
of incorporation do not provide for preemptive rights.
ITEM
2:
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APPROVAL
OF THE ADJOURNMENT OF THE SPECIAL
MEETING
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Our Board
is requesting that the shareholders approve the adjournment of the Special
Meeting, if necessary or appropriate, in order to allow for the solicitation of
additional proxies, if there are not sufficient votes at the time of the Special
Meeting to adopt the Amendment.
If our
shareholders approve the adjournment proposal, the Special Meeting could be
adjourned and management could use the additional time to solicit proxies in
favor of the adoption of the Amendment, including the solicitation of proxies
from shareholders that have previously voted against the Amendment. Among other
things, approval of this Item 2 could mean that, even if proxies representing a
sufficient number of votes against the Amendment have been received, we could
adjourn the Special Meeting without a vote on the Amendment and seek to convince
the shareholders entitled to vote thereon to change their votes to votes in
favor of the adoption of the Amendment.
The
Board recommends a vote “FOR” Item 2.
SHAREHOLDER
PROPOSALS FOR THE 2011 ANNUAL MEETING
Any
shareholder who intends to present a proposal at the 2011 Annual Meeting of
shareholders must deliver the proposal to the Corporate Secretary not later
than
December
17,
2010 to be
included in the proxy
statement for the 2011
Annual Meeting. Any such proposals and any nominations of candidates for
election of directors must comply with the Corporation’s Articles of
Incorporation and the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934. We expect to exercise discretionary voting
authority granted under any proxy form which is properly executed and returned
to the Corporation on any matter not described in the proxy statement that may
properly come before the
2011 Annual Meeting
unless written notice of the matter is delivered to the Corporation at its
corporate offices, addressed to the Corporate Secretary of the Corporation, no
later than
30 days
prior to the date of the 2011 Annual Meeting, currently scheduled for May 18,
2011.
STOCK
OWNERSHIP INFORMATION
The
following table sets forth the beneficial ownership of our common stock as of
September 30, 2010 by: (i) each director; (ii) each executive officer named in
the Summary Compensation Table in our 2010 Annual Meeting Proxy Statement as
well as each current executive officer; and (iii) all directors and current
executive officers as a group. There were no persons, other than Gail L. Schomp,
known to us to beneficially own more than 5% of our common stock.
Name
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Amount
and Nature
of Beneficial
Ownership
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Percent
of Class
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Gail
L. Schomp
(1)
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244,735
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5.2
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J.
Alton Rider
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117,426
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2.5
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Walter
D. Huddleston
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108,386
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2.3
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B.
Keith Johnson
(2)
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94,665
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2.0
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J.
Stephen Mouser
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71,801
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1.5
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Gregory
Schreacke
(3)
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52,867
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1.1
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John
L. Newcomb, Jr.
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49,877
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1.1
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Robert
M. Brown
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33,286
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*
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Larry
Hawkins
(4)
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23,662
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*
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Anne
Moran
(5)
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17,299
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*
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Charles
Chaney
(6)
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5,962
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*
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Michael
L. Thomas
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2,922
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*
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Donald
Scheer
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2,662
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*
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Steven
M. Zagar
(7)
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1,458
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*
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Diane
E. Logsdon
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750
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*
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Directors
and Executive Officers as a group (15 persons)
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827,758
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17.5
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*Represents
less than 1%.
(1)
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Ms.
Schomp is a director. Her address is P.O. Box 11863, Lexington,
KY 40511.
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(2)
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Includes
21,213 shares held by the Bank’s KSOP and 2,003 shares under the Employee
Stock Purchase Program (“ESPP”) over which Mr. Johnson has voting power,
and 32,120 shares that may be acquired upon exercise of outstanding
options that are or will become exercisable within 60
days.
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(3)
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Includes
10,324 shares held by the Bank’s KSOP and 4,194 shares under the ESPP over
which Mr. Schreacke has voting power, and 19,972 shares that may be
acquired upon exercise of outstanding options that are or will become
exercisable within 60 days.
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(4)
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Includes
634 shares held by the Bank’s KSOP and 3,440 shares under the ESPP over
which Mr. Hawkins has voting power, and 17,581 shares that may be acquired
upon exercise of outstanding options that are or will become exercisable
within 60 days.
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(5)
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Includes
817 shares held by the Bank’s KSOP and 673 shares under the ESPP over
which Ms. Moran has voting power, and 13,310 shares that may be acquired
upon exercise of outstanding options that are or will become exercisable
within 60 days.
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(6)
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Includes
5,962 shares that may be acquired upon exercise of outstanding options
that are or will become exercisable within 60
days.
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(7)
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Includes
458 shares under the ESPP over which Mr. Zagar has voting
power.
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* * * *
*
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BY
ORDER OF THE BOARD OF DIRECTORS
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Janelle
Poppe
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Corporate
Secretary
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Elizabethtown,
Kentucky
October
20, 2010
x
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PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
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REVOCABLE
PROXY
FIRST
FINANCIAL SERVICE CORPORATION
SPECIAL
MEETING OF STOCKHOLDERS
NOVEMBER
17, 2010
THIS
PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder in First
Financial Service Corporation (the “Corporation”) hereby appoints the Board of
Directors of the Corporation, his true and lawful attorneys and proxies, with
full power of substitution in and for each of them, to vote all shares of the
Corporation that the undersigned is entitled to vote at the Special Meeting
of Shareholders to be held at the Corporation’s home office, 2323 Ring Road,
Elizabethtown, Kentucky on Wednesday, November 17, 2010, at 5:00 p.m. local
time, or at any adjournment thereof, with all the powers the undersigned would
possess, including full power to vote the shares cumulatively in the election of
directors, if the undersigned was present personally at the Special Meeting or
any adjournment thereof, as follows:
1. Proposal
to amend the Articles of Incorporation to increase the number of authorized
shares of common stock from 10 million to 35 million.
For
o
Against
o
Abstain
o
2. Proposal
to approve the adjournment of the Special Meeting, if necessary or appropriate,
to solicit additional proxies, if there are not sufficient votes at the time of
the Special Meeting to approve the proposal set forth in Item 1.
For
o
Against
o
Abstain
o
The Board of Directors recommends a
vote “FOR” each of Item 1 and Item 2.
The proxies are hereby authorized to
vote in their discretion on any other matter that may properly come before the
Special Meeting or any adjournment thereof.
Please
check here if you plan to attend our
o
Annual
Meeting of Shareholders.
In order that there may be a proper
representation at the meeting we urge you to sign, date and mail the below proxy
card even though you now plan to attend. If you are present you may,
if you wish, vote personally on all matters brought before the
meeting.
Please
be sure to date and sign
|
Date
|
this
proxy card in the box below.
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|
Detach
above card, sign, date and mail in postage paid envelope provided.
FIRST
FINANCIAL SERVICE CORPORATION
PLEASE
COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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This
Proxy is solicited by the Board of Directors and the shares represented
hereby will be noted as directed and in accordance with the accompanying
proxy statement. If no instructions are provided, the shares
represented hereby will be voted “For” the proposal to increase the number
of authorized shares of common stock in Item 1 and “For” the proposal to
approve the adjournment of the Special Meeting, if necessary or
appropriate, in Item 2 and in the discretion of the proxy holders upon
such matters as may properly come before the Meeting.
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If
you are present and elect to vote at the Special Meeting or any
adjournment thereof and after you notify the Secretary of the Corporation
at the Meeting of the your decision to terminate this proxy, then the
power of the proxyholders named above will be terminated and of no further
force and effect.
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The
above signed shareholder acknowledges receipt from the Corporation prior
to the execution of this proxy card of a Notice of the Meeting and Proxy
Statement dated October 20, 2010.
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Please
sign exactly as your name appears above. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder may sign
but only one signature is required.
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IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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