<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20459
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarter ended March 31, 1995
Commission File Number 0-9424
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 no.)
221 East Washington Street, Kosciusko, Mississippi 39090
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number:(601) 289-5121
No change
---------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
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 (0r for shorter period that the registrant
was required to file such report), 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 April 26, 1995
----- -----------------------------
Common stock ($5.00 par value) 1,335,450 shares
<PAGE> 2
INDEX
FIRST M&F CORPORATION AND SUBSIDIARY
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements (unaudited)
Condensed consolidated statements of condition
March 31, 1995 and December 31, 1994 3
Condensed consolidated statements of income - Three months ended
March 31, 1995 and 1994 4
Condensed consolidated statement of stockholder's equity - Three months
ended March 31, 1995 and 1994 5
Condensed consolidated statements of cash flows - Three months ended
March 31, 1995 and 1994 6
Item 2. Managements' Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12-18
SIGNATURE 19
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)
<TABLE>
<CAPTION>
ASSETS March 31, 1995 December 31 ,1994
-------------------------------------
<S> <C> <C>
Cash and due from banks $21,400,873 $15,077,808
Interest bearing bank balances 3,349,226 406,234
Investment securities, market value of
$66,824,000 And $63,857,000 68,926,709 67,369,016
Securities available for sale 63,040,349 65,643,738
Federal funds sold 15,150,000 0
Loans 270,335,619 266,045,862
Unearned discount (11,900,550) (11,664,079)
Reserve for possible loan losses (3,396,710) (3,200,000)
-----------------------------------
Net loans 255,038,359 251,181,783
Bank premises and equipment 6,923,366 6,569,984
Accrued interest receivable 3,371,831 3,602,636
Other assets 5,879,084 6,061,681
-----------------------------------
$443,079,797 $415,912,880
=================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non interest bearing $49,198,219 $48,301,348
Interest bearing 307,386,087 284,399,940
-----------------------------------
Total deposits 356,584,306 332,701,288
-----------------------------------
Securities sold under agreements to
repurchase and other short-term borrowings 45,865,495 44,822,025
Long term debt 5,261,898 5,231,695
Accrued interest payable 1,562,576 1,427,416
Other liabilities 1,525,729 1,215,487
-----------------------------------
Total liabilities 410,800,004 385,397,911
=================================================================================================
Stockholders' equity
Common stock of $5.00 par value. 5,000,000 shares
authorized, 1,337,328 shares issued and outstanding 6,686,640 6,686,640
Additional paid-in capital 8,493,316 8,493,316
Retained earnings 17,885,152 16,862,922
Market valuation for securities available for sale,
net of income taxes (736,487) (1,479,081)
-----------------------------------
32,328,621 30,563,797
Less treasury shares, 1,878 shares, at cost for 1995
and 1994 (48,828) (48,828)
-----------------------------------
Net stockholders' equity 32,279,793 30,514,969
=================================================================================================
$443,079,797 $415,912,880
=================================================================================================
</TABLE>
Note: The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date.
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------
March 31, 1995 March 31, 1994
----------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $5,995,194 $4,392,030
Interest on interest bearing bank balances 31,755 19,929
Taxable income on investment securities 1,387,035 1,471,163
Tax-exempt income on investment securities 509,078 383,291
Interest on Federal funds sold 117,083 50,688
--------------------------------
Total interest income 8,040,145 6,317,101
--------------------------------
Interest expense:
Interest on deposits 2,976,418 2,144,690
Interest on securities sold under agreements
to repurchase and other short-term borrowings 643,683 308,716
Interest on long term debt 57,194 48,301
--------------------------------
Total interest expense 3,677,295 2,501,707
--------------------------------
Net interest income 4,362,850 3,815,394
Provision for possible loan losses 324,298 285,303
--------------------------------
Net interest income after
provision for possible loan losses 4,038,552 3,530,091
Other operating income:
Service charges on deposits 715,246 572,111
Credit insurance income 122,264 100,449
Gains on sales of investment securities 3,000 905
Other income 330,953 87,395
--------------------------------
Total other operating income 1,171,463 760,860
--------------------------------
Other operating expenses:
Salaries and employee benefits 1,510,637 1,369,225
Net occupancy expense 202,152 220,471
Equipment and data processing expenses 451,507 436,958
Regulatory insurance and fees 204,618 190,559
Other expenses 957,716 810,336
--------------------------------
Total other operating expenses 3,326,630 3,027,549
--------------------------------
Income before income taxes 1,883,385 1,263,402
Income taxes 527,251 301,119
--------------------------------
================================================================================================
Net income $1,356,134 $962,283
================================================================================================
================================================================================================
Earnings per share $1.02 $0.72
================================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial
statements.
4
<PAGE> 5
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL MARKET VALUE
COMMON PAID-IN RETAINED TREASURY ADJUSTMENTS
STOCK CAPITAL EARNINGS STOCK ON SECURITIES TOTAL
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January 1, 1994 6,686,640 8,485,804 13,955,433 (41,316) 0 29,086,561
Net income 962,283 962,283
Cash dividends paid,
$0.25 per share (333,862) (333,862)
Purchase 2,804 shares of
treasury stock (71,502) (71,502)
Sell 2,804 shares of
treasury stock 6,573 64,929 71,502
Market valuation of
available for sale 42,268 42,268
securities
--------- --------- ---------- --------- ----------- ----------
March 31, 1994 6,686,640 8,492,377 14,583,854 (47,889) 42,268 29,757,250
=============================================================================================================
January 1, 1995 6,686,640 8,493,316 16,862,922 (48,828) (1,479,081) 30,514,969
Net income 1,356,134 1,356,134
Cash dividends paid,
$0.25 per share (333,904) (333,904)
Net change in Valuation
Allowance for securities
available for sale 742,594 742,594
--------- --------- ---------- --------- ----------- ----------
March 31, 1995 6,686,640 8,493,316 17,885,152 (48,828) (736,487) 32,279,793
=============================================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial
statements.
5
<PAGE> 6
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Three Ended Months
March 31,
--------------------------------
Cash Flows From Operating Activities: 1995 1994
--------------------------------
<S> <C> <C>
Net income $1,356,034 $962,283
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 295,752 338,942
Provisions for possible loan losses 324,298 285,303
Increase in interest receivable 230,805 (329,190)
Net increase (decrease) in interest payable 135,160 30,970
Other, net 66,489 179,847
--------------------------------
Net cash provided by operating activities 2,408,538 1,468,155
--------------------------------
Cash flows from investing activities:
Net decrease in interest bearing bank balances (2,942,992) (24,804)
Purchases of investment securities (2,145,247) (15,685,992)
Sales and maturities of investment securities 587,554 89,951
Purchases of securities available for sale (2,145,248) (8,224,292)
Sales and maturities of securities available for 5,917,681 12,988,546
sale
Net (increase) decrease in Federal Funds sold (15,150,000) 8,300,000
Net increase in loans (4,180,874) (7,043,126)
Net increase in bank premises and equipment (649,134) (514,978)
Other, net 16,126
================================
Net cash used in investing activities (20,708,260) (10,098,569)
================================
Cash flows from financing activities:
Net increase deposits 23,883,018 9,954,518
Net increase (decrease) in securities sold under
agreements to repurchase and other short-term
borrowings 1,043,470 (453,571)
Net increase (decrease) in long term debt 30,203 (31,826)
Cash dividends (333,904) (333,862)
Treasury stock sales, net 0 0
--------------------------------
Net cash provided by financing
activities 24,622,787 9,135,259
--------------------------------
Net increase in cash and due from banks 6,323,065 504,845
Cash and due from banks at January 1 15,077,808 15,203,929
--------------------------------
===============================================================================================
Cash and due from banks at March 31 $21,400,873 $ 15,708,774
===============================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial
statements.
6
<PAGE> 7
FIRST M&F CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED)
March 31, 1995
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The condensed consolidated financial
statements of First M&F Corporation include the financial statements of
Merchants & Farmers Bank, a wholly owned subsidiary, and it's wholly owned
subsidiaries, First M&F Insurance Co., State Financial Services, Family Budget
Service, M&F Financial Service and M&F Bank Securities Corporation. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1994.
NOTE 2: COMMON STOCK
On February 10, 1995, the Company issued a prospectus to shareholders of record
as of January 31, 1995, whereby, on a prorata basis, 135,000 shares of the
Company's common stock ($5.00 par value) were offered at a price of $26 per
share. The offering terminates on May 10, 1995. Proceeds to the company is
expected to approximate $3,480,000, net of an estimated $30,000 of expense
associated with the offering. The shares are offered by the company and not by
means of underwriters. At April 26, 1995, all common stock was subscribed and
the offering was to be closed as expected on May 10, 1995.
7
<PAGE> 8
FIRST M&F CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED)
March 31, 1995 (continued)
The following table sets forth the Capitalization of the company at March 31,
1995, as adjusted to reflect the sale of the shares of common stock and the
application of the net proceeds.
<TABLE>
<CAPTION>
March 31, 1995
---------------------------------
Actual As Adjusted
---------------------------------
<S> <C> <C>
Stockholders' equity:
Common stock, $5.00 par value, 5,000,000 shares
authorized 1,337,328 (1,472,328, as
adjusted) shares issued and outstanding $6,686,640 $7,361,640
Capital surplus 8,493,316 11,298,316
Retained earnings 17,885,152 17,885,152
Treasury Stock (1,878 shares) (48,828) (48,828)
---------------------------------
$33,016,280 $36,496,280
Less Market Valuation for securities
availiable for sale
net of income taxes (736,487) (651,459)
================================================================================================
Net Stockholders' Equity $32,279,793 $35,844,821
================================================================================================
================================================================================================
Tangible leverage (%) 7.33% 8.11%
================================================================================================
</TABLE>
8
<PAGE> 9
PART I. FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the three months ended March 31, 1995 was $ 1,356,134, a 40.9%
increase over the same period in 1994. The following is a summary of the net
change in several broad categories of income and expense.
<TABLE>
<CAPTION>
1995 1994 $ Change % Change
---- ---- --------- --------
<S> <C> <C> <C> <C>
Net interest income $ 4,362,850 $ 3,815,394 $ 547,456 14.3%
Provision for loan loss 324,298 285,303 38,995 13.7%
Other operating income 1,171,463 760,860 424,285 55.7%
Other operating expense 3,326,630 3,027,549 299,081 9.8%
Net income before tax 1,883,385 1,263,402 620,081 49.0%
</TABLE>
Net interest income continues to reflect positive loan growth and our increased
levels of investment income in a static short-term interest rate scenario.
Interest expense has not increased proportionally with interest income
primarily due to the short duration of the deposits. In late 1994, the Company
began to protect itself from the negative impact of possible rising interest
rates by promoting longer term deposit accounts, and shortening the duration of
investment securities. The provision for loan losses, some 13.7% higher for
the same period of 1994 is considered adequate to allow the allowance for
doubtful accounts to grow to a level sufficient to provide for the loan growth
occurring in 1994-1995.
Other operating income increased dramatically in 1995, primarily as a result
of a one-time recovery on a real estate loss in a prior year. Service charges
on deposit accounts increased $143,000 during the first quarter over 1994 due
to increased volumes. Insurance commission income increased $22,000 over 1994
due to the growth of premiums written.
Other operating expenses increased generally in 1995 as compared to 1994 with
no major factor indicating change. Although expenses have stabilized,
management continues to emphasis the reduction of noninterest expense of the
company.
9
<PAGE> 10
FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
FINANCIAL CONDITION
At March 31, 1995, loans, net of unearned discount, were $255,038,339, a 1.5%
increase over December 31, 1994, and a 24.0% increase over March 31, 1994.
Investment securities held to maturity and securities available for sale remain
constant as compared to December 31, 1994, however, decreased approximately
$9,700,000 over the level at March 31, 1994. This decrease and the increase in
deposits funded the loan growth during the period.
The following table shows the changes in earning assets and interest bearing
liabilities for March 31, 1995 and 1994, and for December 31, 1994 (in
thousands).
<TABLE>
<S> <C> <C> <C>
Interest bearing bank balances $ 3,349 $ 406 $ 5,053
Investment securities 133,039 135,253 141,777
Federal funds sold 15,150 0 3,600
Net loans 255,038 251,181 205,621
------------- -------------- ---------------
Total earning assets $ 406,576 $ 386,840 $ 356,051
Interest bearing deposits $ 307,386 $ 284,399 $ 270,014
Short term borrowings 45,865 44,822 37,351
Long term debt 5,261 5,231 3,377
------------- -------------- ---------------
Total interest bearing liabilities $ 358,512 $ 334,452 $ 310,742
------------- -------------- ---------------
Net earning assets $ 48,064 $ 52,388 $ 45,309
------------- -------------- ---------------
Earning assets/interest bearing
liabilities 113.4% 115.7% 114.6%
Net loans/earning assets 62.7% 64.9% 57.8%
Net earning assets/total assets 9.2% 9.3% 11.7%
</TABLE>
10
<PAGE> 11
Item 2. FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
CAPITAL ADEQUACY
As discussed in Note 2 to the condensed consolidated financial statements, as a
result of the stock offering to be completed May 10, 1995, capital adequacy
will be in excess of 8% (leverage ratio), which will place the Company's
capital at or over peer bank levels. The Company, through normal banking
relationship's, has superior relationships with its correspondents and also is
a member of the Federal Home Loan Bank of Dallas. These relationships provide
funding levels should the need arise.
The Company has complied with all risk-based capital ratios as required by its
various regulators.
11
<PAGE> 12
FIRST M&F CORPORATION AND SUBSIDIARY
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No new legal proceedings occurred in the first Quarter.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Statement Re computation of per share earnings
Exhibit 20 - Statement Re Proxy Information for
Stockholders' Annual Meeting held March 22,
1995
Exhibit 27 - Financial Data Schedule
12
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
11 - Statement Re computation of per share earnings
20 - Statement Re Proxy Information for
Stockholders' Annual Meeting held March 22, 1995
27 - Financial Data Schedule
</TABLE>
<PAGE> 1
FIRST M&F CORPORATION AND SUBSIDIARY
EXHIBIT 11. COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------------
1995 1994
---- ----
<S> <C> <C>
Net Income $ 1,356,134 $ 962,283
Weighted Average Common Shares Outstanding 1,335,450 1,335,206
Earnings Per Common Share $ 1.02 $ 0.72
</TABLE>
13
<PAGE> 1
EXHIBIT 20
FIRST M & F CORPORATION
P. O. Box 520
KOSCIUSKO, MISSISSIPPI 39090
MARCH 22, 1995
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
To the Shareholders of
First M & F Corporation
Kosciusko, Mississippi 39090
NOTICE IS HEREBY GIVEN, that pursuant to call of its Directors and in
compliance with the Bylaws the regular annual meeting of Shareholders of the
FIRST M & F CORPORATION, KOSCIUSKO, MISSISSIPPI, will be held in the Board Room
of the Main Office of the Merchants & Farmers Bank at 221 East Washington
Street, Kosciusko, Mississippi, on Wednesday, April 12, 1995, at 2:00 P.M. for
the purpose of considering and voting on the following proposals:
1. ELECTION OF DIRECTORS: The election of four (4)
persons set forth as nominees in the Proxy Statement
dated March 22, 1995, as members of the Board of
Directors for a three-year term.
2. Whatever other business may be properly brought
before the meeting or any adjournment thereof.
Whether or not you contemplate attending the above meeting, it is
requested that you complete the enclosed Proxy and return it promptly to the
bank. If you attend the meeting you may withdraw your Proxy and vote in person.
Shareholders of record on March 22, 1995, shall be entitled to vote.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ HUGH S. POTTS, JR.
Hugh S. Potts, Jr.
Chairman/Chief Executive Officer
<PAGE> 2
FIRST M & F CORPORATION
P. O. Box 520
KOSCIUSKO, MISSISSIPPI 39090
MARCH 22, 1995
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 12, 1995
SOLICITATION BY MANAGEMENT OF FIRST M & F CORPORATION
This statement is furnished to the shareholders in connection with the
solicitation by the management of the corporation of Proxies to be used at the
annual meeting on April 12, 1995. Any shareholder who executes and delivers
said Proxy has the right to revoke it at any time before 3:00 P.M., April 11,
1995, by filing with the secretary of the corporation either an instrument
revoking it or a duly executed Proxy bearing a later date. Any shareholder who
desires to do so may also attend the meeting and vote in person, in which case
the Proxy will not be used. Properly executed Proxies returned to management of
the corporation and not revoked, will be voted as specified. If no
specification is given, the Proxies will be voted for the election of four (4)
directors, and upon such other matters as may properly come before the meeting.
VOTING SECURITIES
As of this date, the number of shares of common stock authorized is
5,000,000 and outstanding is 1,335,450. All 1,335,450 shares are entitled to
one vote. Shareholders of record on March 22, 1995, shall be entitled to vote.
In all elections of directors, each holder of stock shall have the
right to vote the votes allocable to the number of shares owned by him for as
many persons as there are directors to be elected or to cumulate such votes and
give one candidate as many votes as the number of directors multiplied by the
number of votes allocable to his shares shall equal, or to distribute such
votes on the same principle among as many candidates as he shall think fit.
This Proxy is being solicited by mail and the cost of this
solicitation will be paid for by the First M & F Corporation.
ELECTION OF DIRECTORS
Four nominees listed under Class II will be nominated for election to
serve as directors until the 1998 annual meeting of shareholders. It is the
intention of the Administrative and Executive Committee to vote for the
election of the nominees listed. If any nominee is not available for election,
the Proxy will be voted by the Administrative and Executive Committee or the
person named in the proxy for such substitute nominee or nominees as the Board
of Directors may designate.
Management has no reason to believe that any nominee will not be
available for election.
<PAGE> 3
<TABLE>
<CAPTION>
FIRST M&F
CORP. SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME OR EMPLOYMENT SINCE 2/6/95
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Directors in Class I will serve until the Annual Meeting of Shareholders in 1997.
CLASS I
Fred A. Bell, Jr. District Manager, 1981 5,256
Mississippi Materials, Inc.
Charles T. England Supervisor of Finance, 1980 6,776
Company Subsidiaries
Joseph M. Ivey Chairman and CEO, 1994 831
Ivey Mechanical Company
Susan McCaffery Professor 1987 51,898
Wood College
Edward G. Woodard President, 1989 2,412
K. M. Distributing Company, Inc.
Directors in Class II will serve until the Annual Meeting of Shareholders in 1998.
CLASS II
Barbara K. Hammond Specialist -- 1,280
Circuit Capacity Management
Bell South
Dr. W. M. Myers Dentist 1979 10,560
W. C. Shoemaker Consultant, 1979 16,030
IMC Webb Graphics
Scott M. Wiggers President and Treasurer, 1983 5,746
First M&F Corporation
President,
Merchants & Farmers Bank
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
FIRST M&F
CORP. SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME OR EMPLOYMENT SINCE 2/6/95
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nominees in Class III will serve until the Annual Meeting of Shareholders in 1996.
CLASS III
Toxey Hall, III President 1984 960
Thomas-Walker-Lacey
J. Marlin Ivey President, 1979 15,600
Ivey National Corp.
R. Dale McBride President, 1979 8,217
Merchants & Farmers Bank
Durant Branch
Otho E. Pettit, Jr. Attorney at Law, 1993 4,000
Thornton, Guyton, Dorrill & Pettit
Hugh S. Potts, Jr. Chairman of Board & CEO 1979 160,686
First M&F Corporation
Chairman of the Board & CEO
Merchants & Farmers Bank
Charles W. Ritter, Jr. President, The Attala Company 1979 71,000
</TABLE>
TRANSACTIONS WITH MANAGEMENT
First M & F Corporation's subsidiary, Merchants and Farmers Bank,
Kosciusko, Mississippi, has had, and expects to have in the future, banking
transactions in the ordinary course of its business with directors, officers,
principal shareholders, and their associates. Such transactions are completed
on the same terms, including interest rates and collateral on loans, as those
prevailing at the same time for comparable transactions with others, and do not
involve more than the normal risk of collectibility or present other
unfavorable features. Such loans are extended on a secured basis. The aggregate
amount of loans outstanding to directors, principal officers and their
interests to the bank December 31, 1994, totaled $2,796,159. Other than these
transactions there were no material transactions during 1994 between directors
and officers and the bank or the corporation.
Management at present knows of no other business to be brought before
the meeting. However, if other business is properly brought before the meeting,
it is the intention of the management to vote the accompanying Proxies in
accordance with its judgment.
The accompanying Proxy is solicited by Management.
By Order of THE BOARD OF DIRECTORS,
/s/ HUGH S. POTTS, JR.
Hugh S. Potts, Jr.
Chairman/Chief Executive Officer
March 22, 1995
<PAGE> 5
PROXY FIRST M & F CORPORATION, KOSCIUSKO, MISSISSIPPI
PROXY SOLICITED BY MANAGEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 12,
1995
KNOW ALL MEN BY THESE PRESENTS THAT I, THE UNDERSIGNED SHAREHOLDER OF
FIRST M & F CORPORATION, KOSCIUSKO, MISSISSIPPI, DO HEREBY NOMINATE, CONSTITUTE
AND APPOINT HUGH S. POTTS, JR., SCOTT M. WIGGERS, CHARLES T. ENGLAND, J. MARTIN
IVEY, CHARLES W. RITTER, AND W. C. SHOEMAKER, OR ANY ONE OF THEM (WITH FULL
POWER TO ACT ALONE), MY TRUE AND LAWFUL ATTORNEY(S) WITH FULL POWER OF
SUBSTITUTION, FOR ME AND IN MY NAME, PLACE AND STEAD TO VOTE ALL THE COMMON
STOCK OF SAID CORPORATION, STANDING IN MY NAME ON ITS BOOKS ON THE DAY OF
ELECTION, AT THE ANNUAL MEETING OF ITS SHAREHOLDERS TO BE HELD AT THE MAIN
OFFICE, MERCHANTS AND FARMERS BANK, 221 EAST WASHINGTON STREET, KOSCIUSKO,
MISSISSIPPI, ON APRIL 12, 1995, AT 2:00 P.M.; OR AT ANY ADJOURNMENTS THEREOF
WITH ALL THE POWERS THE UNDERSIGNED WOULD POSSESS IF PERSONALLY PRESENT, AS
FOLLOWS:
(1) WITH ( ) WITHOUT ( ) Authority to vote for the election of the five (5)
directors listed as nominees in the Proxy Statement, dated March 22, 1995,
accompanying notice of said meeting for a three-year term.
(2) Upon whatever other business may be properly brought before the meeting or
any adjournments thereof in accordance with recommendation of Management.
Management at present knows of no other business to be presented by or on
behalf of the corporation or its management at the meeting.
This Proxy will be voted in accordance with the instructions above.
Where no contrary specification is made, it will be voted FOR proposal One (1)
and proposal Two (2). If any other business is presented at said meeting, or
any adjournment thereof, this Proxy will be voted in accordance with the
recommendations of Management.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
IN WITNESS WHEREOF, I have hereunto
set my hand this _____________________ 19__ _________________________________
Month Day
NOTE: When signing as Attorney, Executor,
Administrator, Trustee or Guardian,
please give title. If more than one Trustee, _________________________________
all should sign. All joint owners must sign. Signature(s) of Shareholder(s)
PLEASE SIGN PROMPTLY AND RETURN IN THE ENCLOSED RETURN ENVELOPE
<PAGE> 6
FIRST M&F CORPORATION
SIGNATURE
Pursuant to the requirements 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.
<TABLE>
<S> <C>
FIRST M&F CORPORATION
---------------------
(Registrant)
DATE: MAY 8, 1995 /s/ HUGH S. POTTS, JR.
Hugh S. Potts, Jr.
Chairman and Chief Executive Officer
DATE: May 8, 1995 /s/ SCOTT M. WIGGERS
Scott M. Wiggers
President and Chief Accounting Officer
</TABLE>
19
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS AT MARCH 31, 1995 FOR SUBMISSION IN FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 21,401
<INT-BEARING-DEPOSITS> 3,349
<FED-FUNDS-SOLD> 15,150
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 63,040
<INVESTMENTS-CARRYING> 68,927
<INVESTMENTS-MARKET> 66,824
<LOANS> 258,436
<ALLOWANCE> (3,397)
<TOTAL-ASSETS> 443,080
<DEPOSITS> 356,584
<SHORT-TERM> 45,865
<LIABILITIES-OTHER> 3,088
<LONG-TERM> 5,262
<COMMON> 6,687
0
0
<OTHER-SE> 25,593
<TOTAL-LIABILITIES-AND-EQUITY> 443,080
<INTEREST-LOAN> 5,995
<INTEREST-INVEST> 1,896
<INTEREST-OTHER> 149
<INTEREST-TOTAL> 8,040
<INTEREST-DEPOSIT> 2,976
<INTEREST-EXPENSE> 3,677
<INTEREST-INCOME-NET> 4,363
<LOAN-LOSSES> 324
<SECURITIES-GAINS> 3
<EXPENSE-OTHER> 3,327
<INCOME-PRETAX> 1,883
<INCOME-PRE-EXTRAORDINARY> 1,883
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,356
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
<YIELD-ACTUAL> 4.30
<LOANS-NON> 240
<LOANS-PAST> 306
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,200
<CHARGE-OFFS> 57
<RECOVERIES> 184
<ALLOWANCE-CLOSE> 3,397
<ALLOWANCE-DOMESTIC> 3,397
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,397
</TABLE>
