SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THIS
(Mark One) SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
|_| 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 0-14289
-------
GREENE COUNTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1222567
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 North Main Street, Greeneville, Tennessee 37743
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 639-5111.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $10.00 per share
----------------------------------------
(Title of Class)
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
---- ----
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. [ ]
The registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's common stock. Based upon recent negotiated trading of the
common stock at a price of $225 per share, the registrant believes that the
aggregate market value of the voting stock on March 24, 1997 was $101.59
million. For purposes of this calculation, it is assumed that directors,
officers and beneficial owners of more than 5% of the registrant's outstanding
voting stock are not affiliates. On such date, 451,500 shares of the common
stock were issued and 451,500 shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1996. (Parts I and II)
2. Portions of Proxy Statement for 1997 Annual Meeting of
Shareholders. (Part III)
This Amendment is being submitted to file Exhibit 3(a), which was
inadvertently omitted from the initial filing.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company
included in the Annual Report are incorporated herein by reference from Item 8
of this Report. The remaining information appearing in the Annual Report to
Shareholders is not deemed to be filed as part of this Report, except as
expressly provided herein.
1. Report of Independent Auditors.
2. Consolidated Balance Sheets - December 31, 1996 and 1995.
3. Consolidated Statements of Income for the Years Ended
December 31, 1996, 1995 and 1994.
4. Consolidated Statements of Changes in Shareholders'
Equity for the Years Ended December 31, 1996, 1995
and 1994.
5. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994.
6. Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
(a)(3) The following exhibits either are filed as part of this Report
or are incorporated herein by reference:
Exhibit No. 3. Articles of Incorporation and Bylaws
(i) Restated Articles of Incorporation.
(ii) Bylaws - incorporated herein by reference
to the Company's Registration Statement on
Form S-14 (File No. 2-96273).
Exhibit No. 10. Employment Agreements
(i) Employment agreement between the Company and
R. Stan Puckett -- incorporated herein by
reference to the Company's Annual Report on
Form 10-K for the year ended December 31,
1995.
(ii) Employment agreement between the Company
and Davis Stroud -- incorporated herein by
reference to the Company's Registration
Statement on Form S-14 (File No. 2-96273).
Exhibit No. 13. Annual Report to Shareholders
Except for those portions of the Annual
Report to Shareholders for the year ended
December 31, 1996, which are expressly
incorporated herein by reference, such
Annual Report is furnished for the
information of the Commission and is not to
be deemed "filed" as part of this Report.
Exhibit No. 21. Subsidiaries of the Registrant
A list of subsidiaries of the Registrant is
included as an exhibit to this Report.
Exhibit No. 23. Consent of Coopers & Lybrand L.L.P.
Exhibit No. 27. Financial Data Schedule (SEC Use Only)
(b) Reports on Form 8-K. No Reports on Form 8-K were filed by the
Company during the last quarter of the fiscal year covered by
this report.
(c) Exhibits. The exhibits required by Item 601 of Regulation S-K
are either filed as part of this Annual Report on Form 10-K or
incorporated herein by reference.
(d) Financial Statements and Financial Statement Schedules
Excluded From Annual Report. There are no financial statements
and financial statement schedules which were excluded from the
Annual Report pursuant to Rule 14a-3(b)(1) which are required
to be included herein.
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
behalf by the undersigned, thereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: April 21, 1997 By: /s/ R. Stan Puckett
----------------------
R. Stan Puckett
Director, President and
Chief Executive Officer
(Duly Authorized Representative)