FORM 11-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended June 30, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-22240
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Deferred Compensation Plan for Key Employees and NonEmployee Directors
B. Name of issuer of the securities held pursuant to the plan and the
address of its principle executive office:
First Southeast Financial Corporation
201 North Main Street
Anderson, South Carolina 29621
THE PLAN IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"). IN ACCORDANCE WITH ITEM NO. 4 OF REQUIRED INFORMATION, THE
PLAN FINANCIAL STATEMENTS AND SCHEDULES ATTACHED HERETO ARE PREPARED IN
ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF ERISA.
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES
AND NONEMPLOYEE DIRECTORS
Financial Statements
June 30, 1997 and 1996
(with Independent Auditors' Report thereon)
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE DIRECTORS
Table of Contents
June 30, 1997 and 1996
PAGE(S)
Independent Auditors' Report ................................................1
Statement of Assets Available for Plan Benefits .............................2
Statement of Changes in Assets Available for Plan Benefits...................3
Notes to Financial Statements .............................................4-5
CRISP
CH
HUGHES
---- & CO., L.L.P. ----
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
- INDEPENDENT AUDITORS' REPORT -
The Board of Directors
First Southeast Financial Corporation
We have audited the statements of assets available for plan benefits of the
First Southeast Financial Corporation Deferred Compensation Plan for Key
Employees and Nonemployee Directors ("the Plan") as of June 30, 1997 and 1996,
and the related statements of changes in assets available for plan benefits
for the year ended June 30, 1997. These financial statements are the
responsibility of the Plan's Compensation and Benefits Committee
("Committee"). Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Committee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
June 30, 1997 and 1996, and the changes in assets available for plan benefits
for the year ended June 30, 1997, in conformity with generally accepted
accounting principles.
/s/ Crisp Hughes & Co. L.L.P.
Asheville, North Carolina
September 9, 1997
(1)
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE DIRECTORS
Statement of Assets Available for Plan Benefits
June 30, 1997 and 1996
1997 1996
---- ----
Receivable from First Federal Savings and Loan
Association of Anderson $ 283,841 $ -
----------- -------
Assets available for plan benefits $ 283,841 $ -
=========== =======
See accompanying notes to financial statements.
(2)
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE DIRECTORS
Statement of Changes in Assets Available for Plan Benefits
For the Year Ended June 30, 1997
Interest income $ 15,998
Unrealized appreciation on annuity contracts 2,564
Transfers from individual deferred compensation contract 338,163
arrangements
Contributions:
First Southeast Financial Corporation 3,000
First Federal Savings and Loan Association of Anderson 9,800
-----------
Total additions 369,525
Benefits paid directly to plan participants 85,684
-----------
Net additions to assets available for plan benefits 283,841
Assets available for plan benefits:
Beginning of year -
-----------
End of year $ 283,841
===========
See accompanying notes to financial statements.
(3)
This Page Was Left Blank Intentionally
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE DIRECTORS
Notes to Financial Statements
June 30, 1997 and 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
BASIS OF PRESENTATION - The accompanying financial statements of the First
Southeast Financial Corporation Deferred Compensation Plan for Key
Employees and Nonemployee Directors ("the Plan") have been prepared on the
accrual basis of accounting. Accordingly, contributions and interest
income are recorded when earned and benefits payable are recorded when
payable according to the provisions of the Plan.
The Plan was ratified by the stockholders of the Plan Sponsor on October
28, 1995. The eligible key employees and nonemployee directors did not
make timely elections to participate in the 1996 plan year. Therefore, no
plan assets existed at June 30, 1996.
2. SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN
---------------------------------------------
The following brief description of the Plan is provided for general
information purposes only. Plan participants should refer to the Plan
document for more complete information.
GENERAL - The Plan is a nonqualified plan established by First Southeast
Financial Corporation ("Plan Sponsor") on April 14, 1995, ratified by
stockholders on October 28, 1995, to enable key employees and nonemployee
directors of the Plan Sponsor and its wholly-owned subsidiary, First
Federal Savings and Loan Association of Anderson ("Association"), to defer
compensation and meeting fees for personal income tax purposes. The Plan
is administered by the Compensation and Benefits Committee ("Committee")
appointed by the Plan Sponsor. The Plan is not subject to the Employee
Retirement Income Security Act of 1974. The Plan is not subject to income
taxation.
Plan participants do not retain any proprietary interest in the Plan
Sponsor or any of its assets and for all purposes are deemed to be a
general unsecured creditor of the Plan Sponsor.
The interests of the Plan participants cannot be pledged or assigned and
shall not be subject to the claims of creditors of the Plan participants.
(4)
FIRST SOUTHEAST FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE DIRECTORS
Notes to Financial Statements continued
- ------------------------------------------------------------------------------
ELIGIBILITY AND CONTRIBUTIONS - The Plan covers key employees, as
designated by the Committee, and nonemployee directors of the Plan Sponsor
and the Association. Participation is voluntary and participants can elect
to make contributions to the Plan. An additional amount may be contributed
to the Plan on behalf of key employees at the sole discretion of the
Association's board of directors. All administrative costs of the Plan are
borne by the Plan Sponsor.
VESTING PROVISIONS - Participants are fully vested in the Plan at all
times.
RETIREMENT AND DEATH BENEFITS - Key employee plan participants (or their
beneficiaries, collectively "Plan Participants") are eligible for
distribution of their benefits upon retirement, death, or termination of
service as an employee. Nonemployee director plan participants (or their
beneficiaries, collectively "Plan Participants") are eligible for
distribution of their benefits upon retirement, death, or termination of
service as a director. A nonemployee director may also specify in their
election that distributions commence on any date on which the Director
attains age sixty-five without regard to whether the Director is then
serving on the Board.
INVESTMENTS - The Plan's investments consist of receivables from the
Association. The Plan Sponsor and Association maintain separate book
accounts for the benefit of each Plan participant and periodically credit
such accounts for deferred fees and salary, interest income, appreciation
(depreciation) of annuity contracts, and withdrawals. As discussed, all
deferred fees and salaries shall be a part of the general assets of the
Plan Sponsor and Association.
3. SUBSEQUENT EVENT
On July 1, 1997, the Plan Sponsor announced its intention to merge with a
financial institution. A tentative agreement outlining the intention was
signed and is subject to final regulatory and shareholder approval. If the
merger is consummated, the Plan would be terminated and the assets
distributed to Plan participants.
(5)
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the deferred
compensation plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRST SOUTHEAST FINANCIAL
CORPORATION DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES AND NONEMPLOYEE
DIRECTORS
Date: September 29, 1997 By: /s/John L. Biediger
--------------------------------------
John L. Biediger
Executive Vice President and Treasurer
INDEPENDENT AUDITORS CONSENT
CRISP
CH
HUGHES
---- & CO., L.L.P. ----
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated September 9, 1997, with respect to the
statements of net assets available for benefits and statement of changes in
assets available for plan benefits of First Southeast Financial Corporation
Deferred Compensation Plan for Key Employees and Nonemployee Directors (the
"Plan") as of and for the year ended June 30, 1997 and as of June 30, 1996. We
consent to the inclusion of our report in the annual report on Form 11-K of
the Plan.
/s/ Crisp Hughes & Co., L.L.P.
Asheville, North Carolina
September 9, 1997