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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 1997
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to __________
Commission file number: 0-27980
POTTERS FINANCIAL CORPORATION
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(Name of small business issuer in its charter)
OHIO 34-1817924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
519 Broadway, East Liverpool, Ohio 43920
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (330) 385-0770
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
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Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Shares, no par value
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(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 of the past 90 days.
Yes X No .
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year ended December 31, 1997,
totaled $8,939,000.
Based upon information regarding the last sales price provided by The
Nasdaq Stock Market, the aggregate market value of the voting stock held by
non-affiliates of the Registrant on February 27, 1998, was $14,770,847.
As of February 27, 1998, 976,436 of the
issuer's common shares were issued and outstanding.
Index to Exhibits is on page 4
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Item 3. Amended Articles of Incorporation and Code of
Regulations
Item 10. Material contracts
Item 11. Statement re: computation of per share earnings
Item 20. Proxy Statement for the 1998 Annual Meeting of
Shareholders
Item 21. Subsidiaries of Registrant
Item 23. Consent of Independent Accountants
Item 27. Financial Data Schedules*
Item 99. Safe Harbor Under the Private Securities
Litigation Reform Act of 1995
(b) No current report on Form 8-K was filed by PFC during the
fourth quarter of 1997.
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* Amended and Restated Financial Data Schedule for the year ended December 31,
1996 is filed herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Potters Financial Corporation
By /s/ Edward L. Baumgardner
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Edward L. Baumgardner
President, Chief Executive Officer
and Director
Date: March 26, 1998
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
3.1 Articles of Incorporation of Potters Financial Incorporated by reference to the
Corporation Form 8-A filed with
the Securities and Exchange
Commission (the "SEC") on March
4, 1996 (the "8-A").
3.2 Code of Regulations of Potters Financial Corporation Incorporated by reference to the
8-A.
10.1 The Potters Savings and Loan Company Incorporated by reference to the
Stock Option Plan Annual Report on Form 10-KSB
for the fiscal year ended
December 31, 1995 (the "1995
10-KSB"), Exhibit 10.1.
10.2 The Potters Savings and Loan Company Incorporated by reference to the
Recognition and Retention Plan and 1995 10-KSB, Exhibit 10.2.
Trust Agreement
10.3 Deferred Compensation Agreement dated Incorporated by reference to the
November 1, 1972, by and between The 1995 10-KSB, Exhibit 10.3.
Potters Savings and Loan Company and
Alwyn C. Purinton, Jr.
10.4 Lease dated February 1, 1983, by and Incorporated by reference to the
between Billingsley, Incorporated and The 1995 10-KSB, Exhibit 10.5.
Potters Savings and Loan Company
10.5 Employment Contract with Edward L. Baumgardner Incorporated by reference to the
Annual Report on Form 10-KSB
for the fiscal year ended
December 31, 1996 (the "1996
10-KSB"), Exhibit 10.5.
10.6 Employment Contract with Albert E. Sampson Incorporated by reference to the
1996 10-KSB, Exhibit 10.6.
10.7 Employment Contract with Anne S. Myers Incorporated by reference to the
Quarterly Report on Form 10-QSB
for the quarter ended June 30,
1997, Exhibit 10.
10.8 Potters Financial Corporation 1998 Stock Incorporated by reference to the
Option and Incentive Plan definitive Proxy Statement for the
1998 Annual Meeting of
Shareholders.
11 Statement re: computation of earnings per share See Note 1 to the consolidated
financial statements included
herewith.
</TABLE>
4
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<TABLE>
<S> <C> <C>
20 Proxy Statement for the 1998 Annual Incorporated by reference to
Meeting of Shareholders the definitive Proxy
Statement for the
1998 Annual Meeting of
Shareholders
to be filed.
21 Subsidiaries of Registrant Incorporated by reference to
the 1995 10-KSB, Exhibit 21.
23 Consent of Independent Accountants Previously filed.
27.1 Financial Data Schedule for the year ended Previously filed.
December 31, 1997
27.2* Amended and Restated Financial Data Schedule Included herewith.
for the year ended December 31, 1996
99 Safe Harbor Under the Private Securities Previously filed.
Litigation Reform Act of 1995
</TABLE>
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* Filed herewith.
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<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<CIK> 0001010476
<NAME> POTTERS FINANCIAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,376
<INT-BEARING-DEPOSITS> 51
<FED-FUNDS-SOLD> 158
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,878
<INVESTMENTS-CARRYING> 31,913
<INVESTMENTS-MARKET> 31,576
<LOANS> 65,080
<ALLOWANCE> 2,630
<TOTAL-ASSETS> 114,172
<DEPOSITS> 97,283
<SHORT-TERM> 3,830
<LIABILITIES-OTHER> 1,228
<LONG-TERM> 1,255
0
0
<COMMON> 4,880
<OTHER-SE> 5,696
<TOTAL-LIABILITIES-AND-EQUITY> 114,172
<INTEREST-LOAN> 4,534
<INTEREST-INVEST> 3,491
<INTEREST-OTHER> 181
<INTEREST-TOTAL> 8,206
<INTEREST-DEPOSIT> 4,189
<INTEREST-EXPENSE> 4,529
<INTEREST-INCOME-NET> 3,677
<LOAN-LOSSES> 249
<SECURITIES-GAINS> (1)
<EXPENSE-OTHER> 3,688
<INCOME-PRETAX> 7
<INCOME-PRE-EXTRAORDINARY> (61)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
<YIELD-ACTUAL> 3.30
<LOANS-NON> 627
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,101
<LOANS-PROBLEM> 237
<ALLOWANCE-OPEN> 2,240
<CHARGE-OFFS> 538
<RECOVERIES> 679
<ALLOWANCE-CLOSE> 2,630
<ALLOWANCE-DOMESTIC> 2,630
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,245
</TABLE>
