<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
First M&F Corporation
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock ($5 par value)
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(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
$125
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
FIRST M & F CORPORATION
P.0. Box 520
KOSCIUSKO, MISSISSIPPI 39090
MARCH 21,1996
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 at the Mary Ricks
Thornton Cultural Center at 204 North Huntington Street, Kosciusko,
Mississippi, on Wednesday, April 10, 1996, at 2:00 P.M. for the purpose of
considering and voting on the following proposals:
1. ELECTION OF DIRECTORS: The election of seven (7) persons
set forth as nominees in the Proxy Statement dated March
21, 1996, as members of the Board of Directors for
three-year and two-year terms.
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 21, 1996, 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> 3
FIRST M & F CORPORATION
P.0. Box 520
KOSCIUSKO, MISSISSIPPI 39090
MARCH 21,1996
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 10, 1996
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 10, 1996. Any shareholder who executes and delivers
said Proxy has the right to revoke it at any time before 3:00 P.M., April 9,
1996, 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 seven (7)
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 3,390,900. All 3,390,900 shares are entitled to
one vote. Shareholders of record on March 21, 1996, 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
Five (5) nominees listed under Class III will be nominated for election
to serve as directors until the 1999 annual meeting of shareholders, and two
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.
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<TABLE>
<CAPTION>
FIRST M & F
CORP.SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME OR EMPLOYMENT SINCE 2/15/96
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Directors in Class I will serve until the Annual Meeting of Shareholders in 1997.
<S> <C> <C> <C>
CLASS I
Fred A. Bell, Jr. District Manager, 1981 15,000
Mississippi Materials, Inc.
Charles T. England Supervisor of Finance 1980 15,000
Company Subsidiaries
Joseph M. Ivey Chairman and CEO, 1994 8,662
Ivey Mechanical Company
Susan McCaffery Professor 1987 113,822
Wood College
Edward G. Woodard President 1989 8,306
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, 1995 2,000
Circuit Capacity Management
Bell South
Dr. W M. Myers Dentist 1979 21,520
W C. Shoemaker Consultant, 1979 40,266
IMC Webb Graphics
Scott M. Wiggers President and Treasurer, 1983 11,908
First M&F Corporation
President,
Merchants & Farmers Bank
Nominees in Class II will serve until the annual meeting of shareholders in 1998.
R. Dale McBride President 1979 17,364
Merchants & Farmers Bank
Durant Branch
Hugh S. Potts, Jr. Chairman of Board and CEO 1979 339,651
First M&F Corporation
Chairman of Board and CEO
Merchants & Farmers Bank
</TABLE>
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<TABLE>
<CAPTION>
FIRST M&F
CORP. SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME OR EMPLOYMENT SINCE 2/15/96
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Nominees in Class III will serve until the Annual Meeting of Shareholders in 1999.
<S> <C> <C> <C>
CLASS III
Jon A. Crocker President, 57,825
Merchants & Farmers Bank
Bruce Branch
Toxey Hall, III President, 1984 2,112
Thomas-Walker-Lacey
J. Marlin Ivey President, 1979 112,000
Ivey National Corp.
Otho E. Pettit, Jr. Attorney at Law, 1993 10,754
Thornton, Guyton, Dorrill & Pettit
Charles W. Ritter, Jr. President, 1979 152,000
The Attala Company
</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, 1995, totaled $2,561,000. Other than these transactions there
were no material transactions during 1995 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 21, 1996
<PAGE> 6
PROXY FIRST M & F CORPORATION, KOSCIUSKO,
MISSISSIPPI PROXY SOLICITED BY MANAGEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS, APRIL 10, 1996
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., J. MARLIN IVEY, CHARLES W. RITTER, JR., W. C.
SHOEMAKER, AND EDWARD G. WOODARD, 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 MARY RICKS THORNTON
CULTURAL CENTER, 204 NORTH HUNTINGTON STREET, KOSCIUSKO, MISSISSIPPI, ON APRIL
10, 1996, 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 seven (7)
directors listed as nominees in the Proxy Statement, dated March 21, 1996,
accompanying notice of said meeting for three-year and two-year terms.
(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
