UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number: 000-50962
ATLANTIC COAST FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Federal 59-3764686
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
505 Haines Avenue
Waycross, Georgia 31501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 342-2824
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $ .01 PAR VALUE
(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 twelve 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 the 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 [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
--- ---
As of March 30, 2005, there were outstanding 14,547,500 shares of the
Registrant's common stock, par value $.01 per share. The aggregate market value
of common stock outstanding held by non-affiliates of the Registrant as of June
30, 2004 was $0.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
EXPLANATORY NOTE
This Amendment Number One to the Registrant's Annual Report on Form 10-K
is filed to correct the cover page of the Annual Report in order to reflect that
certain executive officers of the Registrant and its subsidiary, Atlantic Coast
Federal, did not file a Form 4 on a timely basis as discussed in the
Registrant's Proxy Statement for the 2005 Annual Meeting of Stockholders.
ATLANTIC COAST FEDERAL CORPORATION
ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports 1
Form 10-K/A Signature Page 3
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 4
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 5
Exhibit 32. Certification of Chief Executive Officer and Chief Financial
Officer of Atlantic Coast Federal Corporation pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 6
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) DOCUMENTS FILED AS A PART OF THIS REPORT
1. Consolidated Financial statements.
The consolidated financial statements are set forth under Item 8 of
the report on Form 10-K*
2. Financial statement schedules.
The following information is filed as part of the Form 10-K and
should be read should be read in conjunction with the consolidated
financial statements contained in Item 8:
Report of Independent Registered Public Accounting Firm*
All other schedules have been omitted because they were not
applicable or because the required information has been included in
the consolidated financial statements or notes thereto.
1.
Exhibits
3.1 Charter of Atlantic Coast Federal Corporation **
3.2 Bylaws of Atlantic Coast Federal Corporation **
4 Form of Common Stock Certificate of Atlantic Coast Federal
Corporation **
10.1 Employee Stock Ownership Plan **
10.2 Employment Agreement with Robert J. Larison, Jr. **
10.3 Supplemental Executive Retirement Agreement with Robert J. Larison,
Jr. **
10.4 Supplemental Executive Retirement Plan **
10.5 Director Retirement Plan **
10.6 Director Fee Deferral Plan **
21 Subsidiaries of Registrant **
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- -------------------------------
* Form 10-K previously filed on March 30, 2005.
** Incorporated by reference to the registrant's Registration Statement
on Form S-1, and any amendments thereto, originally filed with the Securities
and Exchange Commission on March 25, 2004 (Registration No. 333-113923).
2.
SIGNATURES
Pursuant to the requirements of the 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.
ATLANTIC COAST FEDERAL
CORPORATION
Date: April 5, 2005 By: /s/ Robert J. Larison, Jr.
--------------------------
Robert J. Larison, Jr.
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacity and on the dates indicated.
By: /s/ Robert J. Larison, Jr. By: /s/ Jon C. Parker, Sr.
--------------------------- -----------------------
Robert J. Larison, Jr. Jon C. Parker, Sr.
President, Chief Executive Vice-President, Chief Financial
Officer and Director Officer and Director
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: April 5, 2005 Date: April 5, 2005
By: /s/ John M. Hinson By: /s/ Charles E. Martin
------------------- ----------------------
John M. Hinson Charles E. Martin
Director Director
Date: April 5, 2005 Date: April 5, 2005
By: /s/ I.J. McGahee By: /s/ Cyril M. Morris
----------------- --------------------
I. J. McGahee Cyril M. Morris
Director Director
Date: April 5, 2005 Date: April 5, 2005
By: /s/ Robert J. Smith By: /s/ Forrest W. Sweat, Jr.
-------------------- --------------------------
Robert J. Smith Forrest W. Sweat, Jr.
Director Director
Date: April 5, 2005 Date: April 5, 2005
By: /s/ H. Dennis Woods
--------------------
H. Dennis Woods
Director
Date: April 5, 2005
3.