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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to _________
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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.
(Cover 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, 1999
------------------------------------- --------------------------------
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, 1998 are incorporated by reference into
Parts I, II and IV of this Form 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 page 2 of 2 pages)
PART I
Item 1. BUSINESS:
The Company, Page 1; Business, Pages 5 - 12; and Financial
Statements, Pages 19 - 35 of Registrant's Annual Report to security
holders for the fiscal year ended December 31, 1998, the ("Annual
Report"), are incorporated herein by reference.
Item 2. ROPERTIES:
Map on inside front cover page; paragraph 1 of The Company, Page 1;
and Footnote 7 Commitments) of Notes to Consolidated Financial
Statements, Page 31 of Registrant's Annual Report are incorporated
herein by reference.
Item 3. LEGAL PROCEEDINGS:
Two proceedings are pending against 1st Franklin Financial
Corporation ("the Company") in Alabama alleging violations of
consumer lending laws. Management believes that the Company's
operations are in compliance with the applicable regulations and
that the actions are without merit, and the Company is diligently
contesting these remaining complaints. Based upon current
information currently available to the Company, the Company does
not believe that the current pending legal proceedings would,
individually or in the aggregate, have a material adverse effect
upon the Company, although there can be no assurance thereof.
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, 1998.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS:
Source of Funds, Page 12 of the Company's Annual Report is
incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA:
Selected Consolidated Financial Information, Page 4 of Company'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 - 18 of Company's
Annual Report is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
Pages 19 - 35 of Company's Annual Report are incorporated herein by
reference.
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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.
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Forward Looking Statements:
Certain statements contained or incorporated by reference herein under the
captions "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Market for Registrant's Common Stock and Related
Stockholder Matters" and elsewhere in this Annual Report on Form 10-K
may constitute "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 to 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
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) 62 Since 1967; Chairman of
When successor Board
elected and qualified
Lorene M. Cheek (2)(4)(6) 89 Since 1946; None
When successor
elected and qualified
Jack D. Stovall (1)(2) 63 Since 1983; None
When successor
elected and qualified
Robert E. Thompson (1)(2) 67 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" for a discussion of Ben F.
Cheek, III's business experience.
(4) Member of Executive Committee.
(5) Son of Lorene M. Cheek.
(6) Mother of Ben F. Cheek, III.
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EXECUTIVE OFFICERS
Name, Age, Position
and Family Relationship Business Experience
- ----------------------- -------------------------------------------------
Ben F. Cheek, III, 61 Joined the Company in 1961 as attorney and became
Chairman of Board Vice President in 1962, President in 1972 and
Chairman of Board in 1989.
T. Bruce Childs, 61 Joined the Company in 1958 and was named Vice
President President in charge of Operations in 1973 and
No Family Relationship President in 1989.
Lynn E. Cox, 40 Joined the Company in 1983 and became Secretary
Secretary in 1989.
No Family Relationship
A. Roger Guimond, 43 Joined the Company in 1976 as an accountant and
Vice President and became Chief Accounting Officer in 1978, Chief
Chief Financial Officer Financial Officer in 1991 and Vice President
No Family Relationship in 1992.
Linda L. Sessa, 43 Joined the Company in 1984 and became Treasurer in
Treasurer 1989.
No Family Relationship
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.
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Item 11. EXECUTIVE COMPENSATION:
(b) Summary Compensation Table:
Other All
Name Annual Other
and Compen- Compen-
Principal Salary Bonus sation sation
Position Year $ $ $ $ *
-------- ---- ------- ------- ------ -------
Ben F. Cheek, III 1998 264,000 171,893 2,852 251,638
Chairman and 1997 264,000 210,081 3,044 181,504
CEO 1996 252,000 217,932 3,431 98,336
T. Bruce Childs 1998 282,000 172,613 4,066 228,281
President 1997 264,000 210,081 3,459 163,878
1996 246,000 217,692 3,179 87,633
A. Roger Guimond 1998 152,400 59,717 1,650 80,978
Vice President 1997 142,200 72,001 1,650 54,647
and CFO 1996 132,000 74,362 1,650 29,589
* 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 $6,842 for 1998, $5,931 for 1997
and $4,931 for 1996. Includes Company contributions to profit-sharing
plan for the benefit of T. Bruce Childs and A. Roger Guimond.
(g) Compensation of Directors:
Directors who are not employees of the Company receive $2,000 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.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners as of December 31, 1998:
Ownership listed below represents ownership in the Company with respect
to any person (including any "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's
voting securities.
Name and Address of Amount and Nature of Percent
Beneficial Owner Title of Class Beneficial 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
(b) Security Ownership of Management as of December 31, 1998:
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 f Class
---- -------------- ---------- ---------
Ben F. Cheek, III Voting Common Stock 1,160 Shares-Direct 68.24%
Non-Voting Common Stock 114,840 Shares (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%
(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.
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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%
======= =====
(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 owns 25.94% of the
Company'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'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 during the three year period ended December 31, 1998
related to these agreements was $63,800, which in Management's
opinion approximates the Company's actual cost of these services.
Liberty leases its office space and equipment from the Company for
$5,000 per month, which in Management's opinion is at a rate which
approximates that obtainable from independent third parties.
At December 31, 1998, the Company maintained $2,100,000 of
certificates of deposit with Liberty at market rates and terms.
The Company also had $2,356,345 in demand deposits with Liberty at
December 31, 1998.
During 1998, a loan was extended to a real estate development
partnership of which one of the Company's beneficial owners (David
Cheek) is a partner. David Cheek owns less than 5% of the
Company's stock. The balance on this commercial loan was
$1,498,502 at December 31, 1998.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
(a) 1. Financial Statements:
Incorporated by reference from Registrant's Annual Report to
security holders for the fiscal year ended December 31, 1998:
Report of Independent Public Accountants.
Consolidated Statements of Financial Position at December 31,
1998 and 1997.
Consolidated Statements of Income for the three years ended
December 31, 1998.
Consolidated Statements of Stockholders' Equity for the three
years ended December 31, 1998.
Consolidated Statements of Cash Flows for the three years ended
December 31, 1998.
Notes to Consolidated Financial Statements.
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. 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. Not applicable.
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.)
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(b) Revolving Credit Agreement dated October 1, 1985 as amended
November 10, 1986; March 1, 1988; August 31, 1989 and
May 1, 1990, among 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) Merger of 1st Franklin Corporation with 1st Franklin
Financial Corporation Consent, Waiver and Eighth Amendment
to Revolving Credit and Term Loan Agreement. (Incorporated
herein by reference to Exhibit 10(f) from Form 10-K for the
fiscal year 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.
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, 1998, incorporated by reference herein.
12. Ratio of Earnings to Fixed Charges.
13. Registrant's Annual Report to security holders for fiscal year
ended December 31, 1998.
18. Not applicable.
19. Not applicable.
21. Subsidiaries of Registrant.
22. Not applicable.
23. Consent of Independent Public Accountants.
24. Not applicable.
27. Financial Data Schedule.
28. Not applicable.
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(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1998.
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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
By s/Ben F. Cheek, III
Date: March 30, 1999 -------------------
-------------- 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 Chairman of Board; March 30, 1999
- ----------------------- Chief Executive --------------
(Ben F. Cheek, III) Officer
s/ T. Bruce Childs President March 30, 1999
- ----------------------- --------------
(T. Bruce Childs)
s/ A. Roger Guimond Vice President; March 30, 1999
- ----------------------- Principal Financial --------------
(A. Roger Guimond) Officer
Principal Accounting Officer
s/ Lorene M. Cheek Director March 30, 1999
- ----------------------- --------------
(Lorene M. Cheek)
s/ Jack D. Stovall Director March 30, 1999
- ----------------------- --------------
(Jack D. Stovall)
s/ Robert E. Thompson Director March 30, 1999
- ----------------------- --------------
(Robert E. Thompson)
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, 1998, 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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