SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ------------------------------ (X)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 10-K |
------------------------------ |
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE |
ACT OF 1934 |
For the fiscal year ended December 31, 2001 |
OR |
( ) TRANSITION REPORT PURSUANT TO SECTION 13 |
EXCHANGE ACT OF 1934 |
For the transition period from __________to _________ |
------------------------------ |
Commission File Number 2-27985 |
1st FRANKLIN FINANCIAL CORPORATION |
(Exact name of registrant as specified in its charter) |
Georgia | 58-0521233 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
213 East Tugalo Street | |
Post Office Box 880 | |
Toccoa, Georgia | 30577 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (706) 886-7571 |
Securities registered pursuant to Section 12(b) of the Act: |
None |
Securities registered pursuant to Section 12(g) of the Act: |
None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section | ||
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter | ||
period that the Registrant was required to file such reports) and (2) has been subject to such filing | ||
requirements for the past 90 days. | Yes X No ___ |
State the aggregate market value of the voting and non voting common equity held by non-affiliates | ||
of the Registrant: | Not Applicable. | |
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to _________
------------------------------
Commission File Number 2-27985
1st FRANKLIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 58-0521233
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
213 East Tugalo Street
Post Office Box 880
Toccoa, Georgia 30577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(706) 886-7571
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant: Not
Applicable.
(CoverCover page 1 of 2 pages)
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:
Class Outstanding at February 28, 2001
- ------------------------------ --------------------------------
Common Stock, $100 Par Value 1,700 Shares
Non-Voting Common Stock, 168,300 shares
No Par Value
DOCUMENTS INCORPORATED BY REFERENCE:
# -
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the | |
latest practicable date: | |
Class | Outstanding at February 28, 2002 |
Common Stock, $100 Par Value | 1,700 Shares |
Non-Voting Common Stock, No Par Value | 168,300 Shares |
DOCUMENTS INCORPORATED BY REFERENCE: |
Portions of the Registrant's Annual Report to security holders for the fiscal year ended December 31, 20002001 are incorporated by reference into Parts I, II and IV of this Form 10-
K.
10-K.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X)
(Cover(X)
(Cover page 2 of 2 pages)
- # -
PART I
Item 1.
BUSINESS:
- -------------------
The Company, Page 1; Business, Pages 5 - 12;5-12; and Financial Statements, Pages 19 - 3521-37 of Registrant's Annual Report to security holders for the fiscal year ended December 31, 2000,2001, the ("(“Annual Report"Report”), are incorporated herein by reference.
Item 2. PROPERTIES:
- ---------------------
PROPERTIES:
Map on inside frontback cover page; paragraph 1 of The Company, Page 1; and Footnote 7 (Commitments)(Commitments and Contingencies) of the Notes to Consolidated Financial Statements, Page 3134 of Registrant's Annual Report are incorporated herein by reference.
Item 3.
LEGAL PROCEEDINGS:
- ----------------------------
Management previously reported (in the Company'sCompany’s Form 10-K dated December 31, 1999) a legal proceeding pending against the Company in the state of Alabama. The suit allegesalleged that the Company'sCompany’s practice of inserting dispute resolution provisions into its consumer lending documents and requiring consumers to abide by such provisions violates the Equal Credit Opportunity Act. Plaintiffs are
seekingsought declaratory relief that they cannotcould not be compelled to forfeit their statutorily granted rights under the Truth-in-Lending Act and other consumer protection laws. Management believes thatEffective July 18, 2001, the Company's operations are in
compliance with applicable laws and regulations and thatCourt dismissed the action is without merit. The Company is diligently
contesting and defending against this proceeding. Based
on current information available, Management is unable to
predictlegal proceeding favoring the potential outcome of this matter or its impact
on the Company's financial condition or business
operations.
Company.
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
- --------------------------------------------------------------
No matters were submitted to a vote of security holders during the quarter ended December 31, 2000.
2001.
PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS:
- ------------------------------------------------------------
Source of Funds, Page 12 of the Company'sCompany’s Annual Report is incorporated herein by reference.
-2-
Item 6.
SELECTED FINANCIAL DATA:
- ----------------------------------
Selected Consolidated Financial Information, Page 4 of Company'sCompany’s Annual Report is incorporated herein by reference.
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
- -----------------------------------------------------------------
Management's Discussion of Operations, Pages 13 - 1813-20 of Company'sCompany’s Annual Report is incorporated herein by reference.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
- -----------------------------------------------------------------
Management's
Management’s Discussion of Operations, Market Risk sub-
heading,sub-heading, Page 16-1718 of Company'sCompany’s Annual Report is incorporated herein by reference.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
- ------------------------------------------------------
Pages 19 - 3521-37 of Company'sCompany’s Annual Report are incorporated herein by reference.
Item 9.
DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
- ---------------------------------------------------------------
The Company has neither had any disagreements on accounting or financial disclosures with its accountants nor changed such accountants.
__________________________
Forward Looking Statements:
Statements:
Certain statements contained or incorporated by reference herein under the captions "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” and "Market“Market for Registrant'sRegistrant’s Common Stock and Related Stockholder Matters"Matters” and elsewhere in this Annual Report on Form 10-K may constitute "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the ability tot o manage cash flow and working capital, adverse economic conditions including the interest rate environment, federal and state regulatory changes and other factors referenced elsewhere herein.
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PART III
- # -
PART III |
Item 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
- -------------------------------------------------------------
DIRECTORS
Director Since
and
Date on Which Position
Name of Director Age Term Will Expire With Company
---------------- --- ---------------- ------------
Ben F. Cheek, III (3)(4)(5) 64 Since 1967; Chairman of
When successor Board
elected and
qualified
Lorene M. Cheek (2)(4)(6) 91 Since 1946; None
When successor
elected and
qualified
DIRECTORS |
Director Since | |||
And | |||
Date on Which | Position | ||
Name of Director | Age | Term Will Expire | With Company |
Ben F. Cheek, III (3)(4)(5) | 65 | Since 1967; When successor Elected and qualified | Chairman of Board |
Ben F. Cheek, IV (3)(4)(7) | 40 | Since 2001; When successor Elected and qualified | Vice Chairman |
Lorene M. Cheek (2)(4)(6) | 92 | Since 1946; When successor Elected and qualified | None |
Jack D. Stovall (1)(2) | 66 | Since 1983; When successor Elected and qualified | None |
Robert E. Thompson (1)(2) | 70 | Since 1970; When successor Elected and qualified | None |
(1)(2) 65 Since 1983; None
When successor
elected and
qualified
Robert E. Thompson (1)(2) 69 Since 1970; None
When successor
elected and
qualified
_________________________________________________________________
(1)
Member of Audit Committee.
(2)
Mrs. Cheek is an honorary member of the Board of Trustees of Tallulah Falls School; Dr. Thompson is a physician at Toccoa Clinic; and Mr. Stovall is President of Stovall Building Supplies, Inc. These positions have been held by each respective Director for more than five years.
(3)
Reference is made to "Executive Officers"“Executive Officers” for a discussion of Ben F. Cheek, III's business experience.
(4)
Member of Executive Committee.
(5)
(1)
Son of Lorene M. Cheek.
(6)
Mother of Ben F. Cheek, III.
-4-
EXECUTIVE OFFICERS
Name, Age, Position
and Family Relationship Business Experience
- ----------------------- --------------------III
(7)
Son of Ben F. Cheek, III, 64 Joined the Company in 1961 as
Chairman of Board attorney and became Vice President in 1962,
President in 1972 and Chairman of
Board in 1989.
T. Bruce Childs, 64 Joined the Company in 1958 and was
President named Vice President in charge of
No Family Relationship operations in 1973 and President in
1989.
Lynn E. Cox, 43 Joined the Company in 1983 and
Secretary became Secretary in 1989.
No Family Relationship
A. Roger Guimond, 46 Joined the Company in 1976 as
Vice President and an accountant and became Chief
Chief Financial Officer Accounting Officer in 1978, Chief
No Family Relationship Chief Financial Officer in 1991 and
Vice President in 1992.
Linda L. Sessa, 46 Joined the Company in 1984 and
Treasurer became in Treasurer in 1989.
No Family Relationship
III.
EXECUTIVE OFFICERS |
Name, Age, Position | |
And Family Relationship | Business Experience |
Ben F. Cheek, III, 65 Chairman of Board | Joined the Company in 1961 as attorney and became Vice President in 1962, President in 1972 and Chairman of Board in 1989. |
Ben F. Cheek, IV, 40 Vice Chairman Son of Ben F. Cheek, III | Joined the Company in 1988 working in Statistics and Planning. Became Vice Chairman in 2001. |
Virginia C. Herring, 38 President Daughter of Ben F. Cheek, III | Joined the Company on a full time basis in April of 1988 as Developmental Officer. Worked throughout the Company in different departments on special assignments and consultant projects. Became President in 2001. |
A. Roger Guimond, 47 Executive Vice President and Chief Financial Officer No Family Relationship | Joined the Company in 1976 as an accountant and became Chief Accounting Officer in 1978, Chief Financial Officer in 1991 and Vice President in 1992. Became Executive Vice President in 2001. |
A. Jarrell Coffee, 58 Chief Operating Officer No Family Relationship | Joined the Company in 1973, became Supervisor in 1975, Division Area Vice President in 1976, Vice President in 1989 and Executive Vice President / Chief Operating Officer in 2001. |
Phoebe J. Martin, 60 Executive Vice President - Human Resources No Family Relationship | Joined the Company in 1983 as Account Executive in Investment Center. Became Personnel & Marketing Director in 1986. In 2001, was named Executive Vice President - Human Resources. |
Lynn E. Cox, 44 Area Vice President - Secretary / Treasurer No Family Relationship | Joined the Company in 1983 and became Secretary in 1989. Became Area Vice President and Secretary in 2001. |
The term of office of each Executive Officer expires when a successor is elected and qualified. There was no, nor is there presently any, arrangement or understanding between any officer and any other person (except directors or officers of the registrant acting solely in their capacities as such) pursuant to which the officer was selected.
No event such as a bankruptcy, criminal or securities violation proceeding has occurred within the past 5 years with regard to any Director or Executive Officer of the Company.
-5-
Item 11.
EXECUTIVE COMPENSATION:
- -------------------------------
(b) Summary Compensation Table:
Other All
Name Annual Other
and Compen- Compen-
Principal Salary Bonus sation sation
Position Year $ $ $ $
Name | Other | All | |||
And | Annual | Other | |||
Principal | Salary | Bonus | Compensation | Compensation | |
Position | Year | $ | $ | $ | $ * |
Ben F. Cheek, III | 2001 | $242,000 | $226,761 | $6,966 | $ 63,245 |
Chairman and | 2000 | 264,000 | 260,323 | 4,180 | 47,795 |
CEO | 1999 | 264,000 | 204,652 | 4,760 | 69,537 |
Ben F. Cheek, IV | 2001 | $ 76,230 | $ 27,679 | $1,650 | $ 3,007 |
Vice Chairman | |||||
(Effective 7/01) | |||||
Virginia C. Herring | 2001 | $ 74,894 | $ 26,559 | $ 962 | $ 2,827 |
President (Effective 7/01) | |||||
T. Bruce Childs | 2001 | $185,500 | $217,081 | $2,739 | $194,521 |
President (Retired 7/01) | 2000 | 318,000 | 262,483 | 4,810 | 47,071 |
1999 | 300,000 | 206,092 | 5,717 | 62,476 | |
A. Roger Guimond | 2001 | $186,092 | $ 79,593 | $1,650 | $ 17,569 |
Executive Vice President | 2000 | 172,800 | 89,924 | 1,650 | 12,097 |
And CFO | 1999 | 162,600 | 71,013 | 1,650 | 20,805 |
A. Jarrell Coffee | 2001 | $215,182 | $139,404 | $1,903 | $ 28,123 |
Executive Vice President | |||||
And COO (Effective 7/01) | |||||
Phoebe P. Martin | 2001 | $ 90,735 | $ 35,508 | $ 962 | $ 4,638 |
Executive Vice President | |||||
Human Resources | |||||
(Effective 7/01) | |||||
Lynn E. Cox | 2001 | $ 86,026 | $ 35,064 | $ -- | $ 4,262 |
Area Vice President - | |||||
Secretary/ Treasurer |
*
-------- ---- ------- ------- ------ ------
Ben F. Cheek, III 2000 264,000 260,323 4,180 47,795
Chairman and 1999 264,000 204,652 4,760 69,537
CEO 1998 264,000 171,893 2,852 67,745
T. Bruce Childs 2000 318,000 262,483 4,810 47,071
President 1999 300,000 206,092 5,717 62,476
1998 282,000 172,613 4,066 58,967
A. Roger Guimond 2000 172,800 89,924 1,650 12,097
Vice President 1999 162,600 71,013 1,650 20,805
and CFO 1998 152,400 59,717 1,650 20,524
*
Represents Company contributions to profit-sharing plan and reported compensation from premiums on life insurance policies for the benefit of Ben F. Cheek, III in the amount of $13,782 for 2001, $4,902 for 2000 and $7,393 for 19991999. Includes benefit package and $6,842 for 1998. Includes
Company contributionscontribution to profit-sharing plan for the benefit of T. Bruce Childs andChilds. Represents Company contributions to profit-sharing plan for the benefits of Ben F. Cheek, IV, Virginia C. Herring, A. Roger Guimond.
Guimond, A.Jarrell Coffee, Phoebe P. Martin and Lynn E. Cox.
(g)
Compensation of Directors:
Directors who are not employees of the Company receive $2,000$2,500 per year for attending scheduled board meetings.
(k)
Board Compensation Committee Report on Executive Compensation:
The Company has no official executive compensation committee. Ben F. Cheek, III (Chairman of the Company) establishes the bases for all executive compensation. The Company is a family owned business with Ben F. Cheek, III being the majority stockholder.
-6-
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
- -----------------------------------------------------------------
(a)
Security Ownership of Certain Beneficial Owners as of February 28, 2001:
Ownership listed below represents ownership in the Company with respect to any person (including any "group"“group” as that term is used in Section 13(d)(3) of the Exchange Act) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company'sCompany’s voting securities.
Name and Address of Title Amount and Nature of Percent
Beneficial Owner of Class Ownership Of Class
- ---------------- -------- ------------------- --------
Ben F. Cheek, III Voting Common 1,160 Shares-Direct 68.24%
225 Valley Drive Stock
Toccoa, Georgia 30577
John Russell Cheek Voting Common 441 Shares-Direct 25.94%
181 Garland Road Stock
Toccoa, Georgia 30577
Name and Address of | Amount and Nature of | Percent | |
Beneficial Owner | Title of Class | Beneficial Ownership | Of Class |
Ben F. Cheek, III | Voting Common Stock | 1,160 Shares - Direct | 68.24% |
225 Valley Drive | |||
Toccoa, Georgia 30577 | |||
John Russell Cheek | Voting Common Stock | 441 Shares - Direct | 25.94% |
181 Garland Road | |||
Toccoa, Georgia 30577 |
(b)
Security Ownership of Management as of February 28, 2001:
Ownership listed below represents ownership in the Company, of (i) Directors and named Executive Officers of the Company and (ii) all Directors and Executive Officers of the Company as a group:
Amount and Nature of Percent
Name Title of Class Beneficial Ownership Of Class
---- -------------- -------------------- --------
Ben F. Cheek, III Voting
Common Stock 1,160 Shares-Direct 68.24%
Non-Voting
Common Stock
Amount and Nature of | Percent | ||
Name | Title of Class | Beneficial Ownership | Of Class |
Ben F. Cheek, III | Voting Common Stock | 1,160 Shares - Direct | 68.24% |
Non-Voting Common Stock | 114,840 Shares (1) | 68.24% | |
Ben F. Cheek, IV | Voting Common Stock | 33 Shares - Direct | 1.94% |
Non-Voting Common Stock | 3,267 Shares | 1.94% | |
Virginia C. Herring | Voting Common Stock | 33 Shares - Direct | 1.94% |
Non-Voting Common Stock | 3,267 Shares | 1.94% | |
A. Roger Guimond | Voting Common Stock | None | None |
Non-Voting Common Stock | None | None | |
A. Jarrell Coffee | Voting Common Stock | None | None |
Non-Voting Common Stock | None | None | |
Phoebe P. Martin | Voting Common Stock | None | None |
Non-Voting Common Stock | None | None | |
Lynn E. Cox | Voting Common Stock | None | None |
Non-Voting Common Stock | None | None |
Amount and Nature of | Percent | ||
Name | Title of Class | Beneficial Ownership | Of Class |
All Directors and | |||
Executive Officers as | Voting Common Stock | 1,226 Shares - Direct | 72.12% |
A Group | Non-Voting Common Stock | 121,374 Shares (1) | 72.12% |
(1) 68.24%
T. Bruce Childs Voting
Common Stock None None
Non-Voting
Common Stock None None
A. Roger Guimond Voting
Common Stock None None
Non-Voting
Common Stock None None
- ----------------------------------
All Directors and
Executive Officers
as a Group Voting
Common Stock 1,160 Shares-Direct 68.24%
Non-Voting
Common Stock 114,840 Shares (1) 68.24%
-7-
(1)
Effective January 1, 1997, the Company elected S Corporation status for income tax reporting purposes. Because partnerships are ineligible to be S Corporation shareholders, Cheek Investments, L.P. distributed its shares of the Company to its eight partners (six trusts, Ben F. Cheek, III and Elizabeth Cheek, wife of Ben F. Cheek, III). Ben F. Cheek, III and Elizabeth Cheek are grantors of the trusts. Below is a table of ownership of non-voting common stock attributable to Ben F. Cheek, III:
No. Of
Name Shares Percentage
---- ------ ----------
Ben F. Cheek, III 574 .34%
Elizabeth Cheek 574 .34%
Ben Cheek Trust A
(f/b/o Ben F. Cheek, IV) 18,949 11.26%
Ben Cheek Trust B
(f/b/o Virginia C. Herring) 18,949 11.26%
Ben Cheek Trust C
(f/b/o David W. Cheek) 18,949 11.26%
Elizabeth Cheek Trust A
(f/b/o Ben F. Cheek, IV) 18,949 11.26%
Elizabeth Cheek Trust B
(f/b/o Virginia C. Herring) 18,948 11.26%
Elizabeth Cheek Trust C
(f/b/o David W. Cheek) 18,948 11.26%
------- -----
114,840 68.24%
======= =====
Name | No. of Shares | Percentage |
Ben F. Cheek, III | 574 | .34% |
Elizabeth Cheek | 574 | .34% |
Ben Cheek Trust A (f/b/o Ben F. Cheek, IV) | 18,949 | 11.26% |
Ben Cheek Trust B (f/b/o Virginia C. Herring) | 18.949 | 11.26% |
Ben Cheek Trust C (f/b/o David W. Cheek) | 18.949 | 11.26% |
Elizabeth Cheek Trust A (f/b/o Ben F. Cheek, IV) | 18.949 | 11.26% |
Elizabeth Cheek Trust B (f/b/o Virginia C. Herring) | 18,948 | 11.26% |
Elizabeth Cheek Trust C (f/b/o David W. Cheek) | 18,948 | 11.26% |
114,840 | 68.24% |
(c)
The Company knows of no contractual arrangements which may at a subsequent date result in a change in control of the Company.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
- ---------------------------------------------------------
The Company leases its Home Office building and print shop for a total of $12,600 per month from Franklin Enterprises, Inc. under leases which expire December 31, 2004. Franklin Enterprises, Inc. is 66.67% owned by Ben F. Cheek, III, a Director and Executive Officer of the Company. In Management's opinion, these leases are at rates which approximate those obtainable from independent third parties.
The Company leases its Hartwell branch office for a total of $300 per month from John R. Cheek. John R. Cheek (brother of Ben F. Cheek, III) owns 25.94% of the Company'sCompany’s voting shares of common stock. Rent is also paid to Cheek Investments, Inc. in the amount of $350 per month for the Clarkesville branch office. Cheek Investments is owned by Ben F. Cheek, III. In Management'sManagement’s opinion, these leases are at rates which approximate those obtainable from independent third parties.
Beneficial owners of the Company are also beneficial owners of Liberty Bank & Trust ("Liberty"). The Company and Liberty have certain management and data processing agreements whereby the Company provides certain administrative and data processing services to Liberty for a fee. Annual income recorded by the Company in 2001, 2000 1999 and 19981999 related to these agreements was $73,700, $70,800 $67,800 and $63,800,$67,800, respectively. Management believes these amounts approximate the Company's actual cost of these services.
Liberty leases its office space and equipment from the Company for $5,250 per month,$63,100 annually, which in Management's opinion is at a rate which approximates that obtainable from independent third parties.
At December 31, 2000,2001, the Company maintained $2,000,000 of certificates of deposit with Liberty at market rates and terms. The Company also had $2,487,930$3,040,311 in demand deposits with Liberty at December 31, 2000.
2001.
During 1999, a loan was extended to a real estate development partnership of which one of the Company'sCompany’s beneficial owners (David Cheek) is a partner. David Cheek (son of Ben F. Cheek, III) owns less than 5% of the Company'sCompany’s voting stock. The balance on this commercial loan (including accrued interest) was $1,639,315$1,598,889 at December 31, 2000.
-8-
2001.
PART IV
Item 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
- -----------------------------------------------------------------
(a) 1.
(1)
Financial Statements:
Incorporated by reference from Registrant's Annual Report to security holders for the fiscal year ended December 31, 2000:
2001:
Report of Independent Public Accountants.
-9-
Consolidated Statements of Financial Position at December 31, 20002001 and 1999.
2000.
Consolidated Statements of Income for the three years ended December 31, 2000.
2001.
Consolidated Statements of Stockholders'Stockholders’ Equity for the three years ended December 31, 2000.
2001.
Consolidated Statements of Cash Flows for the three years ended December 31, 2000.
2001.
Notes to Consolidated Financial Statements.
2.
(2)
Financial Statement Schedules:
None - Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
3.
(3)
Exhibits:
2.
(a)
Articles of Merger of 1st Franklin Corporation with and into 1st Franklin Financial Corporation dated December 31, 1994 (incorporated herein by reference to Exhibit 3(2)(a) from Form 10-K for the fiscal year ended December 31, 1994).
3.
(a)
Restated Articles of Incorporation as amended January 26, 1996 (incorporated herein by reference to Exhibit 3(3)(a) from Form 10-K for the fiscal year ended December 31, 1995).
(b)
Bylaws (incorporated herein by reference to Exhibit 3(3)(b) from Form 10-K for the fiscal year ended December 31, 1995).
4.
(a)
Executed copy of Indenture dated October 31, 1984, covering the Variable Rate Subordinated Debentures - Series 1 (incorporated herein by reference from Registration Statement No. 2-94191, Exhibit 4a).
(b)
Modification of Indenture dated March 29, 1995 (incorporated herein by reference to Exhibit 3(4)(b) from Form 10-K for the fiscal year ended December 31, 1994).
9.
1.
Not applicable.
-9-
10.
(a)
Credit Agreement dated May, 1993 between the registrant and SouthTrust Bank of Georgia, N.A.. (Incorporated herein by reference from Form 10-K for the fiscal year ended December 31, 1993.)
(b) Revolving
Credit Agreementagreement dated October 1,
1985 as amended November 10, 1986; March 1, 1988;
August 31, 1989 and May 1, 1990, amongSeptember 25, 2001 between the registrant and the banks named therein
(Incorporated by reference to Exhibit 10 to the
registrant's Form SE dated November 9, 1990.)
(c) Fifth Amendment to Revolving Credit Agreement
dated April 23, 1992. (Incorporated by reference
to Exhibit 10(c) to the Registrant's Form SE
dated November 5, 1992.)
(d) Sixth Amendment to Revolving Credit Agreement
dated July 20, 1992. (Incorporated by reference
to Exhibit 10(d) to the Registrant's Form SE
dated November 5, 1992.)
(e) Seventh Amendment to Revolving Credit
Agreement dated June 20, 1994.
(Incorporated by reference to Exhibit 10(e) from
Form 10-K for the fiscal year ended December 31,
1994.)
(f) MergerSouthTrust Bank of 1st Franklin Corporation
with 1st Franklin Financial Corporation Consent,
Waiver and Eighth Amendment to Revolving Credit
and Term Loan Agreement.Georgia, N.A.. (Incorporated herein by reference to Exhibit 10(f) from Form 10-K10-Q for the fiscal yearquarter ended December 31, 1994.)
(g) Ninth Amendment to Revolving Credit
Agreement and Term Loan Agreement dated June 20,
1996. (Incorporated herein by reference to
Exhibit 10(g) from Form 10-K for the fiscal year
ended December 31, 1996.)
(h) Tenth Amendment to Revolving Credit
Agreement and Term Loan Agreement dated January
23, 1998. (Incorporated herein by reference to
Exhibit 10(h) from the registrant's Form S-2
Registration dated March 6, 1998.)
(I) Eleventh Amendment to Revolving Credit Agreement
and Term Loan Agreement dated May 27, 1998.
(Incorporated herein by reference to Exhibit 10(i)
from Form 10-K for the fiscal year ended December
31, 1998.)
(j) Twelfth Amendment to Revolving
Credit Agreement and Term Loan Agreement dated
JuneSeptember 30, 1999. (Incorporated herein by reference
to Exhibit 10(j) from the registrant's Form S-2
Registration statement on Form S-2, Registration
No. 333-34442 dated April 24, 2000).
(k) Thirteenth Amendment to
Revolving Credit Agreement and Term Loan Agreement
dated July 5, 2000. (Incorporated herein by
reference to Exhibit 10(k) from the registrant's
Form S-2 Registration statement on Form S-2,
Registration No. 333-55420 dated February 22,
2001).
2001.)
11.
Computation of Earnings per Share is self-evident from the Consolidated Statement of Income and Retained Earnings in the Registrant's Annual Report to Security Holders for the fiscal year ended December 31, 2000,2001, incorporated by reference herein.
12.
Ratio of Earnings to Fixed Charges.
-10-
13.
Registrant's Annual Report to security holders for fiscal year ended December 31, 2000.
2001.
18.
Not applicable.
19.
Not applicable.
21.
Subsidiaries of Registrant.
22.
Not applicable.
23.
Consent of Independent Public Accountants.
24.
Not applicable.
27.
Not applicable.
28.
Not applicable.
99.
Representation letter to the Securities and Exchange Commission regarding the quality of Arthur Andersen LLP's audit.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the quarter ended December 31, 2000.
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2001.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
1st FRANKLIN FINANCIAL CORPORATION
March 29, 2001 By: /s/ Ben F. Cheek, III
-------------- ---------------------
Date Ben F. Cheek, III
Chairman of Board
1st FRANKLIN FINANCIAL CORPORATION | |
March 29, 2002 | By: /s/ Ben F. Cheek, III |
Date | Ben F. Cheek, III |
Chairman of Board |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Ben F. Cheek, III
- ----------------------
(Ben F. Cheek, III) Chairman of Board; March 29, 2001
Chief Executive
Officer
/s/ T. Bruce Childs
- ----------------------
(T. Bruce Childs) President March 29 , 2001
/s/ A. Roger Guimond
- ----------------------
(A. Roger Guimond) Vice President; March 29 , 2001
Principal Financial
Officer
Principal Accounting
Officer
/s/ Lorene M. Cheek
- ----------------------
(Lorene M. Cheek) Director March 29, 2001
/s/ Jack D. Stovall
- ----------------------
(Jack D. Stovall) Director March 29, 2001
/s/ Robert E. Thompson
- ----------------------
(Robert E. Thompson) Director March 29, 2001
Signatures | Title | Date |
/s/ Ben F. Cheek, III | March 29, 2002 | |
(Ben F. Cheek, III) | Chairman of Board; | |
Chief Executive Officer | ||
/s/ Virginia C. Herring | ||
(Virginia C. Herring) | President | March 29, 2002 |
/s/ A. Roger Guimond | ||
(A. Roger Guimond) | Executive Vice President; | March 29, 2002 |
Principal Financial Officer | ||
Principal Accounting Officer | ||
/s/ Lorene M. Cheek | ||
(Lorene M. Cheek) | Director | March 29, 2002 |
/s/ Jack D. Stovall | ||
(Jack D. Stovall) | Director | March 29, 2002 |
/s/ Robert E. Thompson | ||
(Robert E. Thompson) | Director | March 29, 2002 |
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
(a)
Except to the extent that the materials enumerated in (1) and/or (2) below are specifically incorporated into this Form by reference (in which case see Rule 12b-23b), every registrant which files an annual report on this Form pursuant to Section 15(d) of the Act shall furnish to the Commission for its information, at the time of filing its report on this Form, four copies of the following:
(1)
Any annual report to security holders covering the registrant's last fiscal year; and
(2)
Every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant's security holders with respect to any annual or other meeting of security holders.
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(b)
The foregoing material shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Act, except to the extent that the registrant specifically incorporates it in its annual report on this Form by reference.
(c)
This Annual Report on Form 10-K incorporates by reference portions of the Registrant's Annual Report to security holders for the fiscal year ended December 31, 2000, which is filed as Exhibit 13 hereto. The Registrant is a privately held corporation and therefore does not distribute proxy statements or information statements.
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