<PAGE>
As filed with the Securities and Exchange Commission on December 11, 1997.
Registration No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CODDLE CREEK FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
North Carolina 56-2045998
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
347 North Main Street/Post Office Box 117
Mooresville, North Carolina 28115
(704) 664-4888
(Address of Registrant's principal executive offices)
MOORESVILLE SAVINGS BANK, SSB EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND
TRUST
(Full title of the Plan)
--------------------
George W. Brawley, Jr., President
Coddle Creek Financial Corp.
347 North Main Street
Mooresville, North Carolina 28115
(704) 664-4888
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
EDWARD C. WINSLOW III
ELLEN P. HAMRICK
Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P.
2000 Renaissance Plaza
Post Office Box 26000
Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered Per Unit Offering Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value..... 674,475/(1)/ $50.00 $33,723,750 $0.00/(2)/
=============================================================================================================
</TABLE>
(1) The estimated maximum number of shares to be registered is based upon the
maximum of the valuation range of Mooresville Savings Bank, SSB and the
Registrant, as established by an independent appraisal, divided by the
proposed offering price per share. This Registration Statement relates to
shares of the Registrant's common stock, no par value, which are to be
offered and sold under the Registrant's Registration Statement on Form S-1
(No. 333-35497), filed on September 12, 1997, as amended on November 5,
1997 and November 10, 1997, which Registration Statement was declared
effective on November 12, 1997.
(2) The required fee was paid in connection with such Registration Statement on
Form S-1. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminant amount of
interests to be offered or sold pursuant to the Mooresville Savings Bank,
SSB Employees' Savings and Profit Sharing Plan and Trust described herein.
Pursuant to Rule 457(b) and (h)(2), no additional fee is due to register
interests in the plan.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item I. Plan Information.
This Registration Statement on Form S-8 covers an indeterminate amount
of interests to be offered and sold pursuant to the Mooresville Savings Bank,
SSB Employees' Savings and Profit Sharing Plan and Trust (the "Plan"). The
Registration Statement also relates to the offering and sale of 674,475 shares
of the common stock, no par value ("Common Stock"), of Coddle Creek Financial
Corp. (the "Registrant") which will be available for purchase by participants
under the Plan. Such shares of the Registrant's Common Stock were originally
included in the shares to be offered under the Registrant's Registration
Statement on Form S-1 (No. 333-35497), filed September 12, 1997, as amended on
November 5, 1997 and November 10, 1997, which Registration Statement was
declared effective on November 12, 1997 (the "S-1 Registration Statement").
Documents containing the information specified in Part I of Form S-8 will be
sent or given to the participants in the Plan as specified by Rule 428(b)(1).
Such documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
Item 2. Registration Information and Employee Plan Annual Information.
The required statement is contained in the Prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Registrant's Prospectus filed with the Commission pursuant to
Rule 424(b) as part of the Registrant's S-1 Registration
Statement.
(b) The description of the Registrant's Common Stock contained in the
Registrant's S-1 Registration Statement filed with the Commission
under the Securities Act of 1933, as amended (the "1933 Act"),
incorporated by reference in the Registration Statement on Form
8-A filed with the Commission under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on December 4, 1997, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of the filing of such documents.
<PAGE>
Item 4. Description of Securities.
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act. The interests in the Plan being registered hereby need not be
described.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's By-laws state that any person who at any
time serves or has served as a director or officer of the Registrant, or who,
while serving as a director or officer of the Registrant, serves or has served
at the request of the Registrant as a director, officer, partner, trustee,
employer or agent of another corporation, partnership, joint venture, trust or
other enterprise, or as a trustee or administrator under an employee benefit
plan, shall have a right to be indemnified by the Registrant to the fullest
extent permitted by law against (a) reasonable expenses, including attorneys'
fees, incurred by him in connection with any threatened, pending or completed
civil, criminal, administrative, investigative, or arbitrative action, suit, or
proceeding (and any appeal therein), whether or not brought by or on behalf of
the Registrant, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine (including an excise tax
assessed with respect to an employee benefit plan) or penalty for which he may
have become liable in any such action, suit or proceeding, or in connection with
a settlement approved by the Board of Directors of any such action, suit or
proceeding.
Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard of conduct is determined by the board of directors, or a
committee or special legal counsel or the shareholders as prescribed in Section
55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification
2
<PAGE>
of the director or officer if the director or officer is adjudged fairly and
reasonably so entitled under Section 55-8-54.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirely by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnifications
shall or may be made.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S>
4.1 The Registrant's Articles of Incorporation
(incorporated by reference to Exhibit (3)(i) of the
Registrant's S-1 Registration Statement
4.2 The Registrant's Bylaws (incorporated by
reference to Exhibit (3)(iii) of the Registrant's S-1
Registration Statement
23.1 Consent of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P.
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of JMP Financial, Inc.
99 Annual Report of Plan on Form 5500-R for plan
year ended 12/31/96.
</TABLE>
In lieu of Exhibit 5, the Registrant undertakes that it will submit
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.
3
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
-------- -------
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities
4
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 thereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mooresville, State of North Carolina, on the 8th
day of December, 1997.
CODDLE CREEK FINANCIAL CORP.
Registrant
By: /s/ George W. Brawley, Jr.
------------------------------------
George W. Brawley, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: December 8, 1997 By: /s/ George W. Brawley, Jr.
---------------- -----------------------------------------------
George W. Brawley, Jr., President and Director
(Principal Executive Officer)
Date: December 8, 1997 By: /s/ Billy R. Williams
---------------- -----------------------------------------------
Billy R. Williams, Secretary and Controller
(Principal Financial Officer and Principal
Accounting Officer)
Date: December 8, 1997 By: /s/ Willis L. Barnette
---------------- -----------------------------------------------
Willis L. Barnette, Director
Date: December 8, 1997 By: /s/ Donald R. Belk
---------------- -----------------------------------------------
Donald R. Belk, Director
Date: December 8, 1997 By: /s/ Jack G. Lawler
---------------- -----------------------------------------------
Jack G. Lawler, Director
Date: December 8, 1997 By: /s/ Calvin E. Tyner
---------------- -----------------------------------------------
Calvin E. Tyner, Director
Date: December 8,1997 By: /s/ Claude U. Voils, Jr.
--------------- -----------------------------------------------
Claude U. Voils, Jr., Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee (or other persons who administer the employee benefit plan) has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mooresville, State of
North Carolina, on the date indicated.
MOORESVILLE SAVINGS BANK, SSB EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN AND
TRUST
Date: December 8, 1997 /s/ George W. Brawley, Jr.
---------------- ----------------------------------------
George W. Brawley, Jr., Member
Plan Administration Committee
Date: December 8, 1997 /s/ Dale W. Brawley
---------------- ----------------------------------------
Dale W. Brawley, Member
Plan Administration Committee
Date: December 8, 1997 /s/ Billy R. Williams
---------------- ----------------------------------------
Billy R. Williams, Member
Plan Administration Committee
<PAGE>
EXHIBIT 23.1
<PAGE>
[On letterhead of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.]
December 8, 1997
(910) 271-3112
Board of Directors
Mooresville Savings Bank, SSB
347 North Main Street
Mooresville, North Carolina 28115
Gentlemen:
We hereby consent to the reference to our firm under the heading "Legal
Opinions" in the Prospectus which is included in your Registration Statement on
Form S-1 (No. 333-35497) and to the incorporation by reference of such
Prospectus and relevant portions of such Registration Statement on Form S-1 into
your Registration Statement on Form S-8.
Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P.
By: /s/ Edward C. Winslow III
----------------------------------
Edward C. Winslow III
<PAGE>
EXHIBIT 23.2
<PAGE>
[On letterhead of McGladrey & Pullen, LLP]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Mooresville Savings Bank, SSB
347 North Main Street
Mooresville, NC 28115
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Coddle Creek Financial Corp. of our report dated January 16, 1997,
relating to the statements of financial condition of Mooresville Savings Bank,
SSB as of December 31, 1996 and 1995, and the related statements of income,
equity, and cash flows for each of the years in the two year period ended
December 31, 1996 and the nine month period ended December 31, 1994, which
report appears in the Registration Statement on Form S-1 of Coddle Creek
Financial Corp. (No. 333-35497). We further consent to the reference to our
firm under the heading "Experts" in the Prospectus filed in connection with such
Form S-1 and to the incorporation by reference of such Prospectus and relevant
portions of such Registration Statement on Form S-1 into your Registration
Statement on Form S-8.
/s/ McGladrey & Pullen, LLP
Charlotte, North Carolina
December 8, 1997
<PAGE>
EXHIBIT 23.3
<PAGE>
[On letterhead of JMP Financial, Inc.]
December 8, 1997
Board of Directors
Mooresville Savings Bank, SSB
347 North Main Street
Mooresville, NC 28115
Dear Sirs:
We hereby consent to the use of our firm's name in the applications for
conversion of Mooresville Savings, SSB, Mooresville, North Carolina, and any
amendments thereto, filed with the Division of Savings Institutions, North
Carolina Department of Commerce (the "Division"), and the Federal Deposit
Insurance Corporation, in the Form S-1 Registration Statement, and any
amendments thereto, in the Form S-8 Registration Statement, and any amendments
thereto, and in the Acquisition Application and the Holding Company Application
of Coddle Creek Financial Corp., as filed with the Division and the Federal
Reserve Board, respectively. We also hereby consent to the inclusion of, a
summary of, and references to our appraisal report, including updates, and our
opinion concerning subscription rights in such filings including the Prospectus
of Coddle Creek Financial Corp., and the Proxy Statement of Mooresville Savings,
SSB.
Sincerely,
/s/ JMP Financial, Inc.
JMP Financial, Inc.
<PAGE>
EXHIBIT 99
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 99
<S> <C>
Form 5500-C/R OMB Nos. 1210-0016
Department of the Treasury Return/Report of Employee Benefit Plan 1210-0089
Internal Revene Service (With fewer than 100 participants) ----------------------
---------------- This form is required to be filed under sections 104 and 4065 1996
Department of Labor of the Employee Retirement Income Security Act of 1974 ----------------------
Pension and Welfare Benefits Administration and sections 6039D, 6047(e), 6057(b), and 6058(a) of the This Form is Open
---------------- Internal Revenue Code to Public Inspection.
Pension Benefit Guaranty Corporation See separate instructions.
- ------------------------------------------------------------------------------------------------------------------------------------
For the calendar plan year 1996 or fiscal plan year beginning January 1 , 1996, and ending December 31 , 1996
- ------------------------------------------------------------------------------------------------------------------------------------
If A(1) through A(4), B, C, and/or D do not apply to this year's return/report, For IRS Use Only
leave the boxes unmarked. EP-ID
You must check either box A(5) or A(6), whichever is applicable. See instructions. ---------------------------------------
A This return/report is: (5) Form 5500-C filer check here..................... [_]
(1) [_] the first return/report filed for the plan; (Complete only pages 1 and 3 through 6.) (Code
(2) [_] an amended return/report; section 6039D filers see instructions on page 5.)
(3) [_] the final return/report filed for the plan; or (6) Form 5500-R filer check here .................... [X]
(4) [_] a short plan year return/report (less than 12 months). (Complete only pages 1 and 2. Detach pages 3
through 6 before filing.) If you checked box (1) or
(3), you must file a Form 5500-C. (See page 6 of
the instructions.)
IF ANY INFORMATION ON A PREPRINTED PAGE 1 IS INCORRECT, CORRECT IT. IF ANY INFORMATION IS MISSING, ADD IT. PLEASE USE RED INK
WHEN MAKING THESE CHANGES AND INCLUDE THE PREPRINTED PAGE 1 WITH YOUR COMPLETED RETURN/REPORT.
B Check here if any information reported in 1a, 2a, 2b, or 5a changed since the last return/report for this plan.............. [_]
C If your plan year changed since the last return/report, check here ......................................................... [_]
D If you filed for an extension of time to file this return/report, check here and attach a copy of the approved extention.... [_]
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1a Name and address of plan sponsor (employer, if for a single-employer plan) 1b Employer identification number (EIN)
(Address should include room or suite no.) 56-0326988
-----------------------------------------------
1c Sponsor's telephone number
MOORESVILLE SAVINGS BANK, SSB (704) 664-4888
347 NORTH MAIN STREET, PO BOX 117 -----------------------------------------------
MOORSEVILLE, NC 28115 1d Business code (see instructions, page 17)
6120
-----------------------------------------------
1e CUSIP issuer number
N/A
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2a Name and address of plan administrator (if same as plan sponsor, enter "Same") 2b Administrator's EIN
SAME -----------------------------------------------
2c Administrator's telephone number
- ------------------------------------------------------------------------------------------------------------------------------------
3 If you are filing this page without the preprinted historical plan information and the name, address, and EIN of the plan
sponsor or plan administrator has changed since the last return/report filed for this plan, enter the information from the last
return/report on lines 3a and/or 3b and complete line 3c.
a Sponsor _______________________________________________________________________ EIN _____________________ Plan number __________
b Administrator _________________________________________________________________ EIN ____________________________________________
c If line 3a indicates a change in the sponsor's name, address, and EIN, is this a change in sponsorship only? (See line 3c on
page 8 of the instructions for the definition of sponsorship.) Enter "Yes" or "No."
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4 ENTITY CODE. (If not shown, enter applicable code from page 8 of the instructions.) A
- ------------------------------------------------------------------------------------------------------------------------------------
5a Name of plan MOORESVILLE SAVINGS BANK, SSB 5b Effective date of plan (mo., day, yr.)
------------------------------------------------------------------------------- 7/01/85
401(k) PLAN AND TRUST -----------------------------------------------
------------------------------------------------------------------------------- 5c Three-digit
plan number 002
- ------------------------------------------------------------------------------------------------------------------------------------
All filers must complete 6a through 6d, as applicable. 2
6a [_] Welfare benefit plan 6b [_] Pension benefit plan } -----------------------------------------------
(If the correct codes are not preprinted below, enter the applicable codes }
from page 8 of the instructions in the boxes.) } -----------------------------------------------
6c Pension plan features. (If the correct codes are not preprinted below, enter -----------------------------------------------
the applicable pension plan feature codes from page 9 of the instructions G K
in the boxes.) -----------------------------------------------
6d [_] Fringe benefit plan. Attach Schedule F (Form 5500). See instructions.
- ------------------------------------------------------------------------------------------------------------------------------------
Caution: A penalty for the late or incomplete filing of this return/report will be assessed unless reasonable cause is established.
- ------------------------------------------------------------------------------------------------------------------------------------
Under penalties of perjury and other penalties set forth in the instructions, I declare that I have examined this return/report,
including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete.
Signature of employer/plan sponsor /s/ Billy R. Williams Date July 21, 1997
--------------------------------------------------------------------- -------------------------
Type or print name of individual signing above Billy R. Williams, Sec. & Comptroller
-------------------------------------------------------------------------------------
Signature of plan administrator Date
----------------------------------------------------------------------- -------------------------
Type or print name of individual signing above
- ------------------------------------------------------------------------------------------------------------------------------------
For Paperwork Reduction Act Notice, see page 1 of the instructions. Form 5500-C/R (1998)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Form 5500-C/R(1996) Form 5500-R filers, complete pages 1 and 2 only. Form 5500-C filers, complete page 1, skip page 2, and complete
pages 3 through 6 Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
6e Check investment arrangements(s): (1)[_] Master trust (2)[_] Common/Collective trust (3)[_] Pooled separate account
Yes No
- ------------------------------------------------------------------------------------------------------------------------------------
7a Total participants: (1) At the beginning of plan year: 30 (2) At the end of plan year: 30
b Enter number of participants either account balances at the end of the plan year (defined benefit plans do not complete this
item): 28
c (1) Were any participants in the pension benefit plan separated from service with a deferred vested
benefit for which a Schedule SSA (Form 5500) is required to be attached? (See instructions).... 7c(1) x
---------------------------
(2) If "Yes," enter the number of separated participants required to be reported:
- ------------------------------------------------------------------------------------------------------------------------------------
8a Was this plan terminated during this plan year or any prior plan year? If "Yes," enter the year ___ 8a x
---------------------------
b Were all the plan assets either distributed to participants or beneficiaries, transferred to
another plan, or brought under the control of PBGC? 8b
---------------------------
c If line 8a is "Yes" and the plan is covered by PBGC, is the plan continuing to file PBGC Form 1 and
pay premiums until the end of the plan year in which assets are distributed or brought under the
control of PBGC? .................................................................................. 8c
- ------------------------------------------------------------------------------------------------------------------------------------
9 Is this a plan established or maintained pursuant to one or more collective bargaining agreements? 9 x
- ------------------------------------------------------------------------------------------------------------------------------------
10 If any benefits are provided by an insurance company, insurance service, or similar organization,
enter the number of Schedules A (Form 5500), Insurance information, that are attached. If none,
enter -0- 0
- ------------------------------------------------------------------------------------------------------------------------------------
11a (1) Were any plan amendments adopted during this plan year?........................................ 11a(1) x
---------------------------
(2) Enter the date the most recent amendment was adopted: Month 12 Day 15 Year 95
b If line 11a is "Yes," did any amendment result in a retroactive reduction of accrued benefits for
any participant? .................................................................................. 11b
---------------------------
c If line 11a is "Yes," did any amendment change the information contained in the latest summary
plan description or summary description of modifications available at the time of the amendment?... 11c
---------------------------
d If line 11c is "Yes," has a summary plan description or summary description of modifications that
reflects the plan amendments referred to on line 11c been both furnished to participants and filed
with the Department of Labor?...................................................................... 11d
- ------------------------------------------------------------------------------------------------------------------------------------
12a If this is a pension benefit plan subject to the minimum funding standards, has the plan
experienced a funding deficiency for this plan year? (See instructions.) .......................... 12a x
---------------------------
b If line 12a is "Yes," have you filed Form 5330 to pay the excise tax? ............................. 12b
---------------------------
c Is the plan administrator making an election under section 412(c)(8) for an amendment adopted after
the end of the plan year? (See instructions.) ..................................................... 12c x
---------------------------
d If a change in the actuarial funding method was made for the plan year pursuant to a Revenue
Procedure providing automatic approval for the change, indicate whether the plan sponsor/administrator
agrees to the change .............................................................................. 12d
- ------------------------------------------------------------------------------------------------------------------------------------
13a Total plan assets as of the beginning 910,468 and end 1,108,436 of the plan year
b Total liabilities as of the beginning 414 and end of the plan year
c Net assets as of the beginning 910,054.00 and end 1,108,436.00 of the plan year
- ------------------------------------------------------------------------------------------------------------------------------------
14 For this plan year, enter: a Plan income 199,323 d Plan contributions 123,147
b Expenses 941 e Total benefits paid 941
c Net income (loss)(subtract 14b from 14a) 198,382.00
- ------------------------------------------------------------------------------------------------------------------------------------
15 You may NOT use N/A in response to lines 15a through 15c. If you check "Yes," you must enter a dollar Yes No Amount
amount in the amount column. During this plan year:
---------------------------
a Was this plan covered by a fidelity bond? ......................................................... 15a x
---------------------------
b If line 15a is "Yes," enter the name of the surety company N/A FINANCIAL INSTITUTION
c Was there any loss to the plan, whether or not reimbursed, caused by fraud or dishonesty? ......... 15c x
---------------------------
d Was there any sale, exchange, or lease of any property between the plan and the employer, any
fiduciary, any of the five most highly paid employees of the employer, any owner of a 10% or more
interest in the employer, or relatives of any such persons? ....................................... 15d x
---------------------------
e Was there any loan or extension of credit by the plan to the employer, any fiduciary, any of the five
most highly paid employees of the employer, any owner of a 10% or more interest in the employer, or
relatives of any such persons? .................................................................... 15e x
---------------------------
f Did the plan acquire or hold any employer security or employer real property? ..................... 15f x
---------------------------
g Has the plan granted an extension on any delinquent loan owed to the plan? ........................ 15g x
---------------------------
h Were any participant contributions transmitted to the plan more than 31 days after receipt or
withholding by the employer? ...................................................................... 15h x
---------------------------
i Were any loans by the plan or fixed income obligations due the plan classified as uncollectible or
in default as of the close of the plan year? ...................................................... 15i x
---------------------------
j Has any plan fiduciary had a financial interest in excess of 10% in any party providing services
to the plan or received anything of value from any such party? .................................... 15j x
---------------------------
k Did the plan at any time hold 20% or more of its assets in any single security, debt, mortgage,
parcel of real estate, or partnership/joint venture interests? .................................... 15k x 938,210
---------------------------
l Did the plan at any time engage in any transaction or series of related transactions involving 20%
or more of the current value of plan assets? ...................................................... 15l x
---------------------------
m Were there any noncash contributions made in the plan the value of which was set without an
appraisal by an independent third party? .......................................................... 15m x
---------------------------
n Were there any purchases of nonpublicly traded securities by the plan the value of which was set
without an appraisal by an independent third party? ............................................... 15n x
---------------------------
o Has the plan reduced or failed to provide any benefit when due under the plan because of
insufficient assets? .............................................................................. 15o x
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16a Is the plan covered under the Pension Benefit Guaranty Corporation termination insurance program? [_] Yes [X] No
[_] Not determined
b If line 16a is "Yes" or "Not determined," enter the employer identification number and the plan number used to identify it.
Employer identification number Plan number
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</TABLE>
<PAGE>
SCHEDULE P (Form 5500)
Department of the Treasury Internal Revenue Service
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Annual Return of Fiduciary of Employee Benefit Trust
File as an attachment to Form 5500, 5500-C/R, or 5500-EZ.
For the Paperwork Reduction Notice, see page 1 of the Form 5500 Instructions.
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OMB No. 1210-0016
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1996
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This Form is Open to Public Inspection.
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For trust calendar year 1996 or fiscal year beginning JANUARY 1, 1996, and
ending DECEMBER 31, 1996.
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1a Name of trustee or custodian
Please CALVIN TYNER AND DONALD BELK
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type b Number, street, and room or suite no. (If a P.O. box, see the
instructions for Form 5500, 5500-C/R, or 5500-EZ.)
or
347 NORTH MAIN STREET, PO BOX 117
print -----------------------------------------------------------------------
c City or town, state, and ZIP code
MOORESVILLE, NC 28115
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2a Name of trust
MOORESVILLE SAVINGS BANK, SSB 401(K) PLAN AND TRUST
-----------------------------------------------------------------------------
b Trust's employer identification number
56-1809907
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3 Name of plan if different from name of trust
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4 Have you furnished the participating employee benefit plan(s) with the
trust financial information required to be reported by the plan(s)?...
[X] Yes [_] No
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5 Enter the plan sponsor's employer identification number as shown on
Form 5500, 5500-C/R, or 5500-EZ..................... 56-0326988
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Under penalties of perjury, I declare that I have examined this schedule, and to
the best of my knowledge and belief it is true, correct, and complete.
/s/ Donald R. Belk
Signature of fiduciary /s/ Calvin E. Tyner Date 07/21/97
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Instructions
Section references are to the Internal Revenue Code.
Purpose of Form
You may use this schedule to satisfy the requirements under section 6033(a) for
an annual information return from every section 401(a) organization exempt from
tax under section 501(a).
Filing this form will start the running of the statute of limitations under
section 6501(a) for any trust described in section 401(a), which is exempt from
tax under section 501(a).
Who May File
1. Every trustee of a trust created as part of an employee benefit plan as
described in section 401(a).
2. Every custodian of a custodial account described in section 401(f).
How To File
File Schedule P (Form 5500) for the trust year ending with or within any
participating plan's plan year. Attach it to the Form 5500, 5500-C/R, or 5500-EZ
filed by the plan for that plan year. A separately filed Schedule P (Form 5500)
will not be accepted.
If the Trust or custodial account is used by more than one plan, file one
Schedule P (Form 5500). If a plan uses more than one trust or custodial account
for its funds, file one Schedule P (Form 5500) for each trust or custodial
account.
Trust's Employer Identification Number
Enter the trust employer identification number (EIN) assigned to the employee
benefit trust or custodial account, if one has been issued to you. The trust EIN
should be used for transactions conducted for the trust. If you do not have a
trust EIN, enter the EIN you would use on Form 1099-R to report distributions
from employee benefit plans and on Form 945 to report withheld amounts of income
tax from those payments.
Note: Trustees who do not have an EIN may apply for one on FORM SS-4,
Application for Employer Identification Number. You must be consistent and use
the same EIN for all trust reporting purposes.
Signature
The fiduciary (trustee or custodian) must sign this schedule. If there is more
than one fiduciary, the fiduciary authorized by the others may sign.
Other Returns and Forms That May Be Required
. Form 990-T -- For trusts described in section 401(a), a tax is imposed on
income derived from business that is unrelated to the purpose for which the
trust received a tax exemption. Report this income and tax on Form 990-T, Exempt
Organization Business Income Tax Return. (See sections 511 through 514 and the
related regulations.)
. Form 1099-R -- If you made payments or distributions to individual
beneficiaries of a plan, report those payments on Form 1099-R. (See the
instructions for Forms 1099, 1098, 5498, and W-2G.)
. Form 945 -- If you made payments or distributions to individual beneficiaries
of a plan, you may be required to withhold income tax from those payments. Use
Form 945, Annual Return of Withhold Federal Income Tax, to report taxes withheld
from nonpayroll items. (See Circular E, Employer's Tax Guide (Pub. 15), for more
information.)
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Schedule P (Form 5500) 1996
