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UNITED STATES
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, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-09424
FIRST M & F CORPORATION
(exact name of Registrant as specified in its charter)
MISSISSIPPI 64-0636653
(State or other jurisdiction of I.R.S. Employer
incorporation of organization) Identification Number)
221 East Washington Street, Kosciusko, Mississippi 39090
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (601-289-5121)
Securities registered pursuant to section 12(g) of the Act: None
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. Yes No X
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 if 1934 during the preceding 12 months
(or for such shorted 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 the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date.
Class Outstanding at
March 4, 1997
Common stock ( $5.00 par value ) 3,394,656 Shares
Based on bid price for shares on March 4, 1997, the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was $61,787,600
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference to Part I, II, and III of the Form 10-K report: (1)
Registrant's 1996 Annual Report to Shareholders (Parts I and II),
and (2) Proxy Statement dated March 19, 1997 for Registrant's
Annual Meeting of Shareholders to be held April 9, 1997 (Part
III).
FIRST M & F CORPORATION
FORM 10-K
INDEX
PART I
Item 1. Business 3
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Part II
Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Managements's Discussion and Analysis of
Financial Condition and Results of
Operations 13
Item 8. Financial Statements and Supplementary
Data 13
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 13
Part III
Item 10. Directors and Executive Officers of the
Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain
Beneficial Owners and Management 14
Item 13. Certain Relationships and Related
Transactions 14
Part IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 15
SIGNATURES 16-17
EXHIBIT INDEX 18
FIRST M & F CORPORATION
FORM 10-K
PART I
ITEM 1. BUSINESS
GENERAL
First M & F Corporation (Company) is a one-bank holding
company chartered and organized under Mississippi laws in 1979.
The company engages exclusively in the banking business through
its wholly-owned subsidiary, Merchants and Farmers Bank of
Kosciusko (The Bank).
The Bank was chartered and organized under the laws of the
State of Mississippi in 1890, and accounts for substantially all
of the total assets and revenues of the Company. The Bank is the
ninth largest bank in the state, having total assets of
approximately $524 million at December 31, 1996. The Bank offers
a complete range of commercial and consumer services through its
main office and two branches in Kosciusko and its branches in
fourteen other markets within central Mississippi. These markets
include Ackerman, Bruce, Brandon, Canton, Durant, Lena, Madison,
Oxford, Pearl, Philidelphia, Puckett, Ridgeland, Starkville,
Grenada and Weir, Mississippi.
The Bank has three wholly-owned subsidiary operations, M & F
Financial Services, Inc., which operates four finance company
operations; First M & F Insurance Company, Inc., a credit life
insurance company; and, Merchants and Farmers Bank Securities
Corporation, a real estate property management company.
The Company 's primary means of growth over the past several
years has been an aggressive lending program funded by
exceptional deposit growth. Additionally, the Company acquired
the deposits of several locations from the Resolution Trust
Corporation in 1994. Effective with the close of business on
December 31, 1995, the Company also merged with Farmers and
Merchants Bank of Bruce, Mississippi. This merger involved the
exchange of 450,000 shares of the Company's common stock for all
of the issued and outstanding shares of Farmers and Merchant's
Bank and has been accounted for as a pooling of interests.
Farmers and Merchants had total assets at December 31, 1995 of
$32 million.
The banking system offers a variety of deposit, investment
and credit products to customers. The Bank provides these
services to middle market and professional businesses, ranging
from payroll checking, business checking, corporate savings and
secured and unsecured lines of credit. Additional services
include direct deposit payroll, sweep accounts and letters of
credit. The Bank also offers credit card services to its
customers, to include check debit cards and automated teller
machine cards through several networks. Trust services are also
offered in the Kosciusko main office.
As of January 31, 1997, the Company and its subsidiary
employed 240 full-time equivalent employees
COMPETITION
The Company competes generally with other banking
institutions, savings associations, credit unions, mortgage
banking firms, consumer finance companies, mutual funds,
insurance companies, securities brokerage firms, and other
finance related institutions, many of which have greater
resources than those available to the Company. The competition is
primarily related to areas of interest rates, the availability
and quality of services and products, and the pricing of those
services and products.
SUPERVISION AND REGULATION
The Company is a registered bank holding company under the
Bank Holding Act of 1956, as amended. As such, the Company is
required to file an annual report and such other information as
the Board of Governors of the Federal Reserve System may require.
The Bank Holding Company Act generally prohibits the Company from
engaging in activities other than banking or managing or
controlling banks or other permissible subsidiaries or from
acquiring or obtaining direct or indirect control of any company
engaged in activities not closely related to banking. The Board
of Governors has by regulation determined that a number of
activities are closely related to banking within the meaning of
the Act. In addition, the Company is subject to regulation by
the State of Mississippi under its laws of incorporation.
The Bank is subject to various requirements of federal and
state banking authorities including the Federal Deposit Insurance
Corporation (FDIC) and the Mississippi Department of Banking.
Areas subject to regulation include loans, reserves, investments,
establishment of branches, loans to directors, executive officers
and their related interests, relationships with correspondent
banks, consumer and depositor protection, and others. In
addition, state banks such as the Bank are subject to state
approval of the amount of earnings that may be paid as dividends
to shareholders.
In December 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA) was inacted. This Act
substantially revised the funding provisions of the Federal
Deposit Insurance Act and required regulators to take prompt
corrective action whenever financial institutions failed to meet
minimum capital requirements. Also the Act created restrictions
on capital distributions that would leave a depository
institution undercapitalized.
In May 1993, the FDIC adopted the final rule implementing
Section 112 of FDICIA. This regulation and new requirements
mandated new audit and reporting procedures, as well as required
certain documentation on existing internal controls. This
regulation became effective for fiscal years ending after
December 31, 1992.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant including their
positions with the Registrant, their ages and their principal
occupations for the last five years are as follows:
Hugh S. Potts, Jr., 51, Director, Chairman of the Board and
Chief Executive Officer, First M & F Corporation and
Merchants and Farmers Bank, since 1994. Vice Chairman,
First M & F Corporation, prior to 1994.
Scott M. Wiggers, 52, Director, President, First M & F
Corporation and Merchants and Farmers Bank of Kosciusko,
since 1990.
STATISTICAL DISCLOSURES
The statistical disclosures for the Company are contained in
Tables 1 through 12.
FIRST M & F CORPORATION
STATISTICAL DISCLOSURES
TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES
The table below shows the average balances for all assets and
liabilities for the Company at each year-end for the past three
years, the interest income or expense associated with these
assets and liabilities and the computed yields or rates for each
DECEMBER 31,
- ------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
---- ---- ----
AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
- ------------------------------------------------------------------------------------------------------------------------
Average assets
Federal funds
sold $ 12,839 $ 685 5.34% $ 9,846 $ 596 6.05% $ 6,813 $ 279 4.10%
Loans, net 317,013 31,346 9.89% 275,422 27,310 9.92% 230,693 20,907 9.06%
Bank balances 3,934 205 5.21% 2,790 165 5.91% 2,376 82 3.45%
Taxable
securities 120,356 7,394 6.14% 121,291 7,300 6.02% 122,003 6,983 5.72%
Tax-exempt
securities 38,324 2,988 7.80% 40,472 3,221 7.96% 37,191 3,009 8.09%
------------------------------------------------------------------------------------------
Total interest
earning 492,466 42,618 8.65% 449,821 38,592 8.58% 399,076 31,260 7.83%
Noninterest
assets 34,535 30,800 30,774
------------------------------------------------------------------------------------------
Total average
assets $527,001 $42,618 8.09% $480,621 $38,592 8.03% $429,850 $31,260 7.27%
==========================================================================================
Liabilities
and capital
DDA and
savings $175,383 $ 6,140 3.50% $144,970 $ 4,578 3.16% $144,942 $ 3,772 2.60%
Time deposits 220,038 12,082 5.49% 191,290 10,186 5.32% 160,288 6,985 4.36%
Short-term
funds 19,330 965 4.99% 45,850 2,551 5.56% 36,213 1,448 4.00%
FHLB advances 5,937 354 5.96% 3,482 195 5.60% 4,868 259 5.32%
-------------------------------------------------------------------------------------------
Total interest
bearing 420,688 19,541 4.65% 385,592 17,510 4.54% 346,311 12,464 3.60%
Noninterest
bearing
and capital 106,313 95,029 83,539
-------------------------------------------------------------------------------------------
Total average
Liabilities
and capital $527,001 $19,541 3.71% $480,621 $17,510 3.64% $429,850 $12,464 2.90%
===========================================================================================
Net interest
margin $23,077 4.69% $21,082 4.69% $18,796 4.71%
Less tax
equiv adj
Investments 1,016 1,095 1,023
Loans 106 80 80
------------------------------------------------------------------------------------------
Net interest
margin
Per annual
report $21,955 $19,907 $17,693
==========================================================================================
Nonaccruing loans have been included in the average loan balances
and interest collected prior to these loans being placed on
nonaccrual has been included in interest income. Yield and rates
have been calculated on a fully tax equivalent basis using a tax
rate of 34% for all years.
TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS
The Volume and Yield/Rate Table shown below reflects the change
from year to year for each component of the tax equivalent net
interest margin classified into those occurring as a result of
changes in volume and those resulting from yield/rate changes.
(Tax Equivalent Basis - $ in thousands)
1996 COMPARED TO 1995 1995 COMPARED TO 1994
INCREASE (DECREASE) DUE TO: INCREASE (DECREASE) DUE TO:
------------------------------------------------------------------------
YIELD/ YIELD/
------------------------------------------------------------------------
VOLUME RATE NET VOLUME RATE NET
------------------------------------------------------------------------
Interest earned on:
Fed funds sold $ 181 ($ 92) $ 89 $ 124 $ 193 $ 317
Loans, net 4,124 ( 88) $4,036 4,064 2,323 $6,387
Bank balances 68 ( 28) $ 40 15 70 $ 85
Taxable securities ( 56) 157 $ 101 ( 41) 358 $ 317
Tax-exempt securities ( 171) ( 62) ($ 233) 265 ( 53) $ 212
------------------------------------------------------------------------
Total interest-earning assets 4,146 ( 113) $4,033 4,427 2,891 $7,318
Interest paid on:
Demand deposits and savings 960 602 $1,562 2 806 $ 808
Time deposits 1,531 365 $1,896 1,351 1,850 $3,201
Short-term funds (1,476) ( 103) ($1,579) 385 718 $1,103
FHLB advances 138 21 $ 159 ( 74) 10 ($ 64)
-----------------------------------------------------------------------
Total interest-bearing liabilities 1,153 885 $2,038 1,664 3,384 $5,048
-----------------------------------------------------------------------
Change in net income on a
tax equivalent basis $2,993 ($ 998) $1,995 $2,763 ($ 493) $2,270
=======================================================================
Tax-exempt income has been adjusted to a tax equivalent basis
using a tax rate of 34%. The balances of nonaccrual loans and
related income recognized have been included for purposes of
these computations.
TABLE 3 - SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO
MATURITY
The table below indicates amortized cost or carrying value of
securities available for sale and those held to maturity by type
at year-end for each of the last three years ($ in thousands).
December 31,
------------------------------
1996 1995 1994
------------------------------
Securities available for sale
- ------------------------------
U.S. Treasury $21,682 $ 38,440 $25,991
Government agencies $15,922 $ 39,028 $12,455
Obligations of states
and political subdivisions 18,230 24,331 14,551
Other securities 30,610 26,391 21,202
-----------------------------
Total securities available
for sale $86,444 $128,190 $74,199
=============================
December 31,
-----------------------------
1996 1995 1994
-----------------------------
Securities held to maturity
- ----------------------------
U.S. Treasury $ 1,050 $ 1,051 $13,010
Government agencies 13,980 14,152 $12,268
Obligations of states and
political subdivisions 24,235 18,321 27,402
Other securities 17,888 19,290 26,352
----------------------------
Total securities held to
maturity $57,153 $52,814 $79,032
=============================
TABLE 4 - MATURITY DISTRIBUTION AND YIELDS OF SECURITIES
AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY
The following table details the maturities and weighted average
yield for each range of maturities of securities December 31,
1996 (tax equivalent yield - $ in thousands).
After One After Five
But Within But Within After
One Year Yield Five Years Yield Ten Years Yield Ten Years Yield
---------------------------------------------------------------------------------------
Securities available for sale
- ------------------------------
U.S. Treasury $ 4,658 6.03% $17,024 5.85%
Government agencies 14,422 6.36% $ 1,500 7.28%
Obligations of states and
political subsdivisions 3,777 7.41% 7,980 7.93% 6,387 8.68% 86 13.64%
Other securities 1,713 7.01% 17,542 6.73% 2,679 6.82% 8,676 6.36%
---------------------------------------------------------------------------------------
Total $10,148 5.95% $56,968 6.14% $10,566 8.91% $8,762 7.43%
=======================================================================================
Securities held to maturity
- -----------------------------
U.S. Treasury $ 1,050 6.00%
Government agencies $ 1,199 7.91% 11,781 6.73% $ 1,000 7.30%
Obligations of states and
political subdivisions 1,897 6.91% 10,401 6.81% 10,760 7.51% 1,177 8.35%
Other securities 136 7.72% 2,310 6.34% 8,525 6.08% 6,917 6.02%
---------------------------------------------------------------------------------------
Total $ 3,232 6.23% $25,542 6.13% $20,285 7.27% $ 8,094 7.60%
=======================================================================================
At December 31, 1996 the Company did not hold any securities of
any issuer with a carrying value exceeding ten percent of total
stockholders' equity.
TABLE 5 - COMPOSITION OF THE LOAN PORTFOLIO
The table below shows the carrying value of the loan portfolio at
the end of each of the last five years ($ in thousands).
December 31,
--------------------------------------------
1996 1995 1994 1993 1992
--------------------------------------------
Commercial, financial
and agricultural $113,909 $94,906 $89,316 $75,685 $69,069
Real estate-construction 26,356 27,194 18,749 8,328 5,996
Real estate-mortgage 106,198 85,497 77,568 67,092 56,246
Consumer loans 98,638 84,134 76,174 56,950 45,078
Lease financing 137 271 247 492 571
-----------------------------------------------
$345,238 $292,002 $262,054 $208,547 $176,960
===============================================
TABLE 6 - LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST
RATES
The table below shows the amounts of loans in several categories
at December 31, 1996, along with the scheduled repayments of
principal in the periods indicated ($ in thousands).
Maturing
-------------------------------------------
One Year
Within Through After
One Year Five Five
Or Less Years Years Total
-------------------------------------------
Commercial and real estate $172,645 $ 61,259 $12,697 $246,601
Installment loans to
individuals 18,657 76,049 3,931 $98,637
-------------------------------------------
$191,302 $137,308 $16,628 $345,238
===========================================
The following table shows all loans due after one year according
to their sensitivity to changes in interest rates ($ in
thousands)
Maturing
------------------------------
One Year
Though After
Five Five
Year Years Total
------------------------------
Above loans due after one
year which have:
Predetermined interest
rates $124,717 $28,932 $153,649
Floating interest rates 287 0 $ 287
------------------------------
Total $125,004 $28,932 $153,936
==============================
TABLE 7 - NONPERFORMING ASSETS AND PAST DUE LOANS
The table below shows the Company's nonperforming assets and past
due loans at the end of each of the last five years ($ in
thousands)
December 31,
---------------------------------------
1996 1995 1994 1993 1992
---------------------------------------
Loans accounted for on
a nonaccrual basis $206 $84 $253 $ 519 $ 730
Restructured loans 0 0 0 0 0
---------------------------------------
Total nonperforming
loans 206 84 253 519 730
Other real estate owned 724 148 869 1,061 1,076
----------------------------------------
Total nonperforming
assets 930 232 1,122 1,580 1,806
Accruing loans past due
90 days or more 968 707 394 788 482
----------------------------------------
Total nonperforming
assets and loans $1,898 $ 939 $ 1,516 $2,368 $2,288
========================================
Interest which would have been accrued on nonaccrual loans had
they been in compliance with their original terms and conditions
is immaterial.
At December 31, 1996, the Company did not have any concentration
of loans greater than ten percent of total loans except those
shown in Table 5.
It is the Company's policy that interest not be accrued on any
loan for which payment in full of interest and principal is not
expected, on any loan which is seriously delinquent unless the
obligation is both well secured and in the process of collection,
or on any loan that is maintained on a cash basis. At December
31, 1996, the Company has no loans about which Management has
serious doubts as to their collectibility other than those
disclosed above.
TABLE 8 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The table below summarizes the Company's loan loss experience for
each of the last five years ($ in thousands).
Year Ended December 31,
---------------------------------------------
1996 1995 1994 1993 1992
---------------------------------------------
Amount of loan loss reserve
at beginning of period $ 4,250 $ 3,374 $ 2,866 $ 2,451 $2,131
Loans charged off
Commercial, financial and
agricultural (235) (117) (22) (95) (205)
Real estate (174) (53) (124) (391) (572)
Consumer (738) (707) (478) (458) (421)
---------------------------------------------
Total (1,147) (877) (624) (944)(1,198)
Recoveries
Commercial, financial and
agricultural 8 14 12 31 38
Real estate 14 106 40 44 33
Consumer 129 124 198 214 173
---------------------------------------------
Total 151 244 250 289 244
Net charge offs (996) (633) (374) (655) (954)
Provision for loan losses
charged to expense 1,221 1,509 882 1,070 1,274
---------------------------------------------
Amount of loan loss reserve
at end of period $4,475 $4,250 $3,374 $2,866 $2,451
=============================================
The allowance for loan losses is established through a provision
charged to expense. Loans are charged against the allowance when
Management believes that the collection of the principal is
unlikely.
The allowance for loan losses is maintained at a level which
Management and the Board of Directors believe to be adequate to
absorb estimated losses inherent in the loan portfolio, and is
reviewed quarterly using specific criteria required by regulatory
authority as well as various analytical devices which
incorporates historical loss experience, trends, and current
economic conditions.
TABLE 9 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The table below is a summary of the allocation categories used by
the Company for its allowance for loan loss at December 31, 1996.
These allocations are determined by internal formulas based upon
an analysis of the various types of risk associated with the loan
portfolio ($ in thousands).
Allocation for pools of
risk-rated loans $3,965
Additional allocation for
risk-rated consumer loans 200
Discretionary 310
--------
$4,475
========
The Company maintains the allowance at a level considered by
Management and the Board of Directors to be sufficient to absorb
potential losses. Loss percentages were uniformly applied to the
various pools of risk that exist within the loan portfolio based
upon accepted analysis procedures and current economic
conditions. Additional allocations were made for particular
areas based upon recommendations of lending and asset review
personnel.
The remaining $310,000 is discretionary and serves as added
protection in the event that any of the above specific components
are determined to be inadequate. Due to the imprecision in most
estimates, Management continues to take a prudent, yet
conservative approach to the evaluation of the adequacy of the
allowance.
TABLE 10 - TIME DEPOSITS OF $100,000 OR MORE
The table below shows maturities of outstanding time deposits of
$100,000 or more at December 31, 1996. ($ in thousands)
Certificates
of deposits
-------------
Three months or less $17,144
Over three months through
six months 5,833
Over six months through twelve
months 14,424
Over twelve months 10,825
---------
Total $48,226
=========
TABLE 11 - SELECTED RATIOS
The following table reflects ratios for the Company for the last
three years.
1996 1995 1994
----------------------------
Return on average assets 1.40% 1.32% 1.15%
Return on average equity 15.80% 15.79% 14.43%
Dividend payout ratio 34.44% 32.37% 31.47%
Equity to assets ratio 8.87% 8.35% 7.94%
TABLE 12 - SHORT-TERM BORROWING
The table below presents certain information regarding the
Company's short-term borrowing for each of the last three years
($ in thousands).
1996 1995 1994
----------------------------
Outstanding at end of period $ 70 $48,294 $44,822
Maximum outstanding at
any month-end during the
period 51,236 58,482 48,082
Average outstanding during
the period 19,576 46,785 36,213
Interest paid 939 2,551 1,448
Weighted average rate
during each period 4.80% 5.45% 4.00%
ITEM 2. PROPERTIES
The Bank's main office, located at 221 East Jefferson
Street, Kosciusko, Mississippi, is a two story, brick building
with drive-up facilities. The Bank owns its main office building
and nineteen of its branch facilities. The remaining facilities
are occupied under lease agreements, terms of which range from
month to month to five years. It is anticipated that all leases
will be renewed.
ITEM 3. LEGAL PROCEEDING
The Bank is involved in various legal matters and claims
which are being defended and handled in the ordinary course of
business. None of these matters are expected, in the opinion of
Management, to have a material adverse effect on the financial
position or results of operations of the Bank or the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Company's
shareholders during the fourth quarter of 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
At March 4, 1997, there were 561 shareholders of record of
the Company's common stock. Effective September 1, 1996, the
Company's common stock was listed with the National Association
of Securities Dealers, Inc. Automated Quotation National Market
System (NASDAQ) and became subject to trading and reporting over
the counter with most securities dealers. Prior to the date of
registration with NASDAQ, the stock was traded on a limited basis
and no securities firm was acting as a market maker. Other
information for this item can be found in Note 17, "Dividends"
and the table captioned "Principal Markets and Prices of the
Company's Stock" included in the Registrant's 1996 Annual Report
to Shareholders and is incorporated herein by reference. (pages
29 and 34)
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item can be found in the
table captioned "Selected Financial Data" in the Registrant's
1996 Annual Report to Shareholders and is incorporated herein by
reference. (page 33)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item can be found in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in the Registrant's 1996 Annual
Report to Shareholders and is incorporated herein by reference.
(pages 36-40)
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Registrant and
the accompanying notes to the financial statements along with
the report of the independent public accountants are contained in
the Registrant's 1996 Annual Report to Shareholders and are
incorporated herein by reference. (pages 11-32)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change in accountants within the two year
period ended December 31,1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant can be found
on pages 2 - 4, "Election of Directors," and page 5, "Director
Compensation," contained in the Proxy Statement to shareholders
dated March 19, 1997, and is incorporated herein by reference.
Information on the Registrants executive officers is included on
page 6, "Executive Compensation," in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item can be found on page 6,
"Executive Compensation," and page 7, "Director Compensation," of
the Proxy Statement dated March 19, 1997, and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding security ownership of certain
beneficial owners and Management can be found on page 4,
"Beneficial Ownership Reporting Compliance," and page 6,
"Principal Shareholder," in the Proxy Statement to shareholders
dated March 19, 1997, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions can be found on page 9 under the caption
"Transactions with Management," in the Proxy Statement to
shareholders dated March 19, 1997, and is incorporated herein by
reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
A-1. Financial Statements
The report of Shearer, Taylor & Co., P. A.,
independent auditors, and the following consolidated financial
statements of First M & F Corporation and Subsidiary are included
in the Registrant's 1996 Annual Report to Shareholders and are
incorporated into Part II, Item 8, herein by reference.
Report of Independent Certified Public Accountants
Consolidated Statements of Condition as of
December 31, 1996 and 1995
Consolidated Statements of Income for the
Years ended December 31, 1996, 1995, and 1994
Consolidated Statements of Stockholders' Equity for the
Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the
Years ended December 31, 1996, 1995 and 1994
Notes to the Consolidated Financial Statements
Selected Financial Data and Principal Markets and
Prices of the Company's Stock
A-2. Financial Statement Schedules
The schedules to the consolidated financial statements set
forth by Article 9 of Regulation S-X are not required under the
related instructions or are inapplicable and therefore have been
omitted.
A-3. Exhibits
The exhibits listed in the Exhibit Index are filed herewith
or are incorporated herein by reference.
B. Reports on Form 8-K
None
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.
FIRST M & F CORPORATION
BY: /S/ HUGH S. POTTS, JR. BY: /S/ SCOTT M. WIGGERS
HUGH S. POTTS, JR SCOTT M. WIGGERS
CHAIRMAN OF THE BOARD AND PRESIDENT
CHIEF EXECUTIVE OFFICER
DATE: MARCH 21, 1997 DATE: MARCH 21, 1997
SIGNATURES
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 capacities and on the dates
indicated:
DATE: March 21, 1997 BY: /S/ HUGH S. POTTS, JR., DIRECTOR
DATE: March 21, 1997 BY: /S/ SCOTT M. WIGGERS, DIRECTOR
DATE: March 21, 1997 BY /S/ FRED A. BELL, JR., DIRECTOR
DATE: March 21, 1997 BY: /S/ JON A. CROCKER, DIRECTOR
DATE: March 21, 1997 BY: /S/ CHARLES T. ENGLAND, DIRECTOR
DATE: March 21, 1997 BY: /S/ TOXEY HALL III, DIRECTOR
DATE: March 21, 1997 BY: /S/ BARBARA K. HAMMOND, DIRECTOR
DATE: March 21, 1997 BY: /S/ J. MARLIN IVEY, DIRECTOR
DATE: March 21, 1997 BY: /S/ JOE IVEY, DIRECTOR
DATE: March 21, 1997 BY: /S/ R. DALE McBRIDE, DIRECTOR
DATE: March 21, 1997 BY: /S/ SUSAN P. McCAFFERY, DIRECTOR
DATE: March 21, 1997 BY: /S/ WILLIAM M. MYERS, DIRECTOR
DATE: March 21, 1997 BY: /S/ OTHO E. PETIT, JR., DIRECTOR
DATE: March 21, 1997 BY: /S/ CHARLES W. RITTER, JR., DIRECTOR
DATE: March 21, 1997 BY: /S/ W.C. SHOEMAKER, DIRECTOR
DATE: March 21, 1997 BY: /S/ EDWARD G. WOODARD, DIRECTOR
EXHIBIT INDEX
3(A) Articles of Incorporation, as amended. Filed as Exhibit 3
to the Company's Form S-1(File no. 33-08751) September 15,
1986, incorporated herein by reference.
3(B) Bylaws, as amended. Filed as Exhibit 3-b to the Company's
Form S-1(File no. 33-08751) September 15, 1986,
incorporated herein by reference.
13 Only those portions of the Registrant's Annual Report to
Shareholders expressly incorporated by reference herein
are included in this exhibit and, therefore, are filed as
a part of this report of Form 10-K.
21 Only those portions of the Proxy Statement dated March 19,
1997 for Registrant's Annual Meeting of Shareholders to be
held April 9, 1997 expressly incorporated by reference
herein are included in this exhibit and, therefore, are
filed as a part of this report of Form 10-K.
27 Financial Data Schedule.
All other exhibits are omitted as they are inapplicable or
are not required by the related instructions.