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:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST M&F CORPORATION
(Name of Registrant as Specified in Its Charter)
FIRST M&F CORPORATION
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
FIRST M & F CORPORATION
Post Office Box 520
KOSCIUSKO, MISSISSIPPI 39090
March 19, 1997
Dear Shareholder:
Enclosed you will find a 1996 Annual Report for First M & F
Corporation, a Notice of the Annual Shareholders' Meeting for
1997, a Proxy Statement, and a Proxy.
This institution is grateful for the loyalty and support of you,
our friends and shareholders. The Annual Shareholders' Meeting is
to be held on Wednesday, April 9, 1997, at 2:00 P.M. at the Mary
Ricks Thornton Cultural Center, located at the corner of East
Washington Street and North Huntington Street, Kosciusko,
Mississippi. We encourage you to mark this date on your calendar
and make plans to attend, and share further in the affairs of
your corporation.
I urge you to complete the enclosed Proxy promptly and return it
in the enclosed self-addressed postage paid envelope, even if you
plan to attend the meeting. If you attend the meeting, you may
withdraw your Proxy and vote in person.
We look forward to seeing you at the Annual Meeting.
Sincerely yours,
FIRST M & F CORPORATION
Hugh S. Potts, Jr.
Chairman / Chief Executive Officer
<PAGE>
FIRST M & F CORPORATION
Post Office Box 520
KOSCIUSKO, MISSISSIPPI 39090
MARCH 19, 1997
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 (the
"Company"), KOSCIUSKO, MISSISSIPPI, will be held at the Mary
Ricks Thornton Cultural Center at 204 North Huntington Street,
Kosciusko, Mississippi, on Wednesday, April 9, 1997, at 2:00 P.M.
for the purpose of considering and voting on the following
proposals:
1. ELECTION OF DIRECTORS: The election of five (5) persons
listed in the Proxy Statement dated March 19, 1997, accompanying
this notice, as members of the Board of Directors for a term of
three years.
2. Amendment of the Articles of Incorporation to increase
the number of authorized shares of Common Stock and Preferred
Stock.
3. Whatever other business may be properly brought before
the meeting or any adjournment thereof.
Whether or not you contemplate attending the meeting, it is
requested that you complete and return the enclosed Proxy as soon
as possible. If you attend the meeting, you may withdraw your
Proxy and vote in person.
Only those shareholders of record at the close of business
on February 28, 1997, shall be entitled to notice of and to vote
at this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Hugh S. Potts, Jr.
Chairman / Chief Executive Officer
Dated and mailed at
Kosciusko, Mississippi
on or about March l9, 1997
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE>
FIRST M & F CORPORATION
Post Office Box 520
KOSCIUSKO, MISSISSIPPI 39090
PRELIMINARY PROXY STATEMENT
DATED MARCH 19, 1997
ANNUAL MEETING OF SHAREHOLDERS ro BE HELD ON
APRIL 9, 1997
SOLICITATION BY BOARD OF DIRECTORS OF FIRST M & F CORPORATION
This statement is furnished to the shareholders of First M &
F Corporation (the "Company") in connection with the solicitation
by the Board of Directors of Proxies to be voted at the Annual
Meeting of Shareholders to be held at the Mary Ricks Thornton
Cultural Center at 204 North Huntington Street, Kosciusko,
Mississippi, on Wednesday, April 9, 1997, at 2:00 P.M., local
time or any adjournment(s) thereof, for the matters set out in
the foregoing notice of Annual Shareholders' Meeting. The
approximate date on which this Proxy Statement and form of proxy
are first being sent or given to shareholders is March 19, 1997.
Only those shareholders of record on the books of the
Company at the close of business on February 28, 1997, (the
"Record Date") are entitled to notice of and to vote at the
meeting. On that date, the Company had outstanding of record
3,394,656 shares of common stock. Each share is entitled to one
(1) vote. In the election of Directors, each shareholder has
cumulative voting rights, so that a shareholder may vote the num-
ber of shares owned by him for as many persons as there are
Directors to be elected, or he may multiply the number of shares
by the number of Directors to be elected and allocate the
resulting votes to one or any number of candidates. For example,
if the number of Directors to elected is five (5), a shareholder
owning ten (10) shares may cast ten (10) votes for each of five
(5) nominees, or cast 50 votes for one (1) nominee or allocate
the fifty (50) votes among several nominees.
The cost of soliciting proxies from shareholders will be
borne by the Company. The initial solicitation will be by mail.
Thereafter, proxies may be solicited by Directors, officers and
regular employees of the Company, by means of telephone,
telegraph or personal contact, but without additional
compensation therefor. The Company will reimburse brokers and
other persons holding shares as nominees for their reasonable
expenses in sending proxy soliciting material to the beneficial
owners.
Any shareholder giving a Proxy has the right to revoke it at
anytime before it is exercised. A shareholder may revoke his
Proxy (1) by personally appearing at the Annual Meeting, (2) by
written notification to the Company which is received prior to
the exercise of the Proxy or (3) by a subsequent Proxy executed
by the person executing the prior Proxy and presented at the
Annual Meeting. A.ll properly executed Proxies, if not revoked,
will be voted as directed on all matters proposed by the Board of
Directors, and, if the shareholder does not direct to the
contrary, the shares will be voted "For" each of the proposals
described below.
The presence at the Annual Meeting, in person or by proxy,
of a majority of the shares of Common Stock outstanding on
February 28, 1997, and entitled to vote, will constitute a
quorum.
The 1996 Annual Report to shareholders of the Company,
including audited financial statements of the Company, is
enclosed for the information of the shareholders. The Annual
Report and financial statements are not a part of the proxy
soliciting material.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS (ITEM 1 ON PROXY CARD)
The Board of Directors of the Company is divided into three
(3) classes - Class I, Class II and Class III. Classes I and III
consist of five (5) Directors each and Class II consists of six
(6) Directors. The term of Class I Directors expires at the 1997
Annual Meeting. The term of Class II Directors will expire at the
1998 Annual Meeting and the term of Class III Directors will
expire at the 1999 Annual Meeting.
The Board of Directors has nominated Fred A. Bell, Jr.,
Charles T. England, Joseph M. Ivey, Susan McCaffery, and Edward
G. Woodard for election as Class I Directors to serve until the
2000 Annual Meeting. Fred A. Bell, Jr., Charles T. England,
Joseph M. Ivey, Susan McCaffery, and Edward G. Woodard are
currently serving as Class I Directors.
Unless authority is expressly withheld, the proxy holders
will vote the proxies received by them for the five (5) nominees
for Class I Directors listed above, reserving the right, however,
to cumulate their votes and distribute them among the nominees,
in their discretion. Although each nominee has consented to being
named in this Proxy Statement and to serve if elected, if any
nominee should prior to the annual meeting decline or become
unable to serve as a Director, the proxies will be voted by the
proxy holders for such other persons as may be designated by the
present Board of Directors. During 1996, the Company's Board of
Directors had twelve (12) meetings. No incumbent Director
attended less than seventy-five percent (75%) of the total number
of meetings of the Board of Directors or committees upon which he
served. The following table provides certain information about
the nominees and the other current Directors of the Company.
Pursuant to Mississippi Law and the Company's By Laws,
Directors are elected by a plurality of the votes cast in the
election of Directors. A "plurality" means that the individuals
with the largest number of favorable votes are elected as
Director, up to the maximum number of Directors to be chosen at
the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE ELECTION OF ALL THE NOMINEES.
<TABLE>
INFORMATION CONCERNING NOMINEES AND DIRECTORS
<CAPTION>
Amount and
Nature of
Beneficial
Ownership of Percent
Positions & Common Stock of Common
Offices with as of Stock
Company and/or Director February 28, Beneficially
Name and Age Employment Since 1997 Owned (a)
<S> <S> <C> <C> <C>
CLASS I
Fred A. Bell,
Jr., 55 District manager,1981 18,728(1) .55%
Mississippi
Materials Corp.
(Concrete and
building
materials
manufacturer/
distributor)
Charles T.
England, 60 Supervisor of 1980 15,000(2) .44%
Finance Company
subsidiaries of
Merchants &
Farmers Bank
beginning in
1995; Registered
Representative
Security
Financial
Network in 1994;
Farmer, formerly
Chancery Clerk,
Attala County
Joseph M.
Ivey, 38 Chairman and CEO, 1994 101,262(3)(4) 2.98%
Ivey Mechanical (13)
Company (plumbing
and electrical
contractors)
Susan
McCaffery, 57 Member of Audit 1987 113,322(5)(6) 3.35%
Committee
Professor
Wood College
Edward G.
Woodard, 42 Member of Audit 1989 8,306(7) .24%
Committee
President
K. M. Distributing
Company, Inc.
(wholesaler of
chain saws, lawn
and gardening
products)
CLASS II
Barbara K.
Hammond, 52 Member of Audit 1995 2,000 .06%
Committee
Specialist
Circuit Capacity
Management
Bell South
R. Dale
McBride, 57 President 1979 17,364(10) .51%
Merchants &
Farmers Bank
Durant Branch
Dr. W. M.
Myers, 69 Dentist 1979 21,520(8) .63%
Hugh S. Potts,
Jr., 52 Chairman of 1979 366,660(5)(11) 10.80%
Board and CEO
of the Company
since 1994
Vice Chairman
1983-1993
Vice President
1979-1983
Chairman of Board
and CEO
Merchants &
Farmers Bank
W. C.
Shoemaker, 64 Consultant 1979 40,266 1.19%
IMC Webb
Graphics
(Printing)
President
W.C. Shoemaker,
Inc.
(investments &
real estate)
Scott M.
Wiggers, 52 President since 1983 11,975(9) .35%
1988 and
Treasurer since
1979
Company President,
Merchants &
Farmers Bank
CLASS III
Jon A.
Crocker, 54 Chairman & CEO 1996 61,895(12) 1.82%
Merchants &
Farmers Bank
Bruce Branch
Toxey Hall,
III, 57 Member of Audit 1984 2,112 .06%
Committee
President,
Thomas-Walker-
Lacey
(retail discount
store)
J. Marlin
Ivey, 60 Member of Audit 1979 112,512(3)(13) 3.31%
Committee
President,
Ivey National
Corporation
(holding company
for various
businesses)
Otho E. Pettit,
Jr., 46 Attorney at Law, 1993 10,754(14) .32%
Thornton,
Guyton, Dornil &
Pettit
Charles W.
Ritter, Jr.,
63 Chairman of Audit 1979 152,000(15) 4.48%
Committee
President,
The Attala
Company
(feed
manufacturing
company)
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (20 PERSONS) 971,613(16) 28.6%
</TABLE>
(a) Constitutes sole ownership unless otherwise indicated.
(1) Includes 200 shares owned by Mr. Bell's wife.
(2) Mr. England shares voting and investment power with respect
to these shares with his wife.
(3) Director J. Marlin Ivey is the father of director Joseph M.
Ivey.
(4) Includes 150 shares owned by Mr. Joseph Ivey's minor
children.
(5) Mrs. McCaffery and Hugh S. Potts, Jr. are brother and
sister. Their father is the Company's former Chief Executive
Officer and Chairman of the Board, Hugh S. Potts, Sr.
(6) Mrs. McCaffery shares voting and investment power with
respect to 4,285 of these shares with her husband and
children and includes 15,500 shares owned by Mrs.
McCaffery's husband.
(7) Includes 880 shares owned by Mr. Woodard's wife.
(8) Dr. Myers shares voting and investment power with respect to
13,200 of these shares with his children.
(9) Includes 1,134 shares owned by Mr. Wiggers' wife.
(10) Mr. McBride shares voting and investment power with respect
to 12,780 of these shares with his wife and children.
(11) Mr. Potts,Jr. shares voting and investment power with
respect to 69,500 of these shares, which are held in two
trusts and includes 26,584 shares owned by his wife and
minor children.
(12) Of these shares, 4,070 are registered in the name of
BellAire Corporation, of which Mr. Crocker's wife is a
director.
(13) Of these shares, 92,512 are registered in the name of Ivey
National Corporaticn, of which Mr. J. Marlin Ivey is the
President and Mr. Joseph M. Ivey is an officer.
(14) Includes 3,726 owned by Mr. Pettit's wife and children.
(15) Includes 60,000 shares owned by Mr. Ritter's wife.
(16) All of the Directors, Executive Officers and Nominees of the
Company as a group (consisting of 20 persons) beneficially
owned, in the aggregate, 971,613 shares or 28.5% of Common
Stock of the Company.
Charles W. Ritter, Jr., is a director of Sanderson Farms, Inc.,
Laurel, Mississippi. None of the other Directors are a director
of another company with a class of securities registered pursuant
to Section 12 of the Securities Exchange Act of 1934 or subject
to the reporting requirements of Section 15(d) of the Act, or
registered as an investment company under the Investment Company
Act of 1940.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock.
Executive officers and directors are required by Securities and
Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge,
based solely on a review of the copies of such reports furnished
to the Company and written representations that no other reports
were required, during the fiscal year ended December 31, 1996 all
Section 16(a) filing requirements applicable to the Company's
executive officers and directors were complied with.
PROPOSAL NO. 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION (ITEM 2 ON PROXY CARD)
The Company is presently authorized to issue 5,000,000
shares of Common Stock, $5.00 par value; 500,000 shares of Class
A Voting Preferred Stock, no par value; and 500,000 shares of
Class B Non-Voting Preferred Stock, no par value. On February 28,
1997, there were 3,394,656 shares of Common Stock issued and
outstanding and no Preferred Stock was outstanding.
The Board of Directors of the Company has approved and
recommends that the stockholders approve an amendment to Article
Four of the Articles of Incorporation, a copy of which is
attached as Exhibit "A" hereto, which would amend the first
paragraph of Article Four to increase the number of shares of
Common Stock, $5.00 par value, Class A Voting Preferred, no par
value, and Class B Non-Voting Preferred, no par value, which the
Company has the Authority to issue to 15,000,000, 1,000,000 and
1,000,000 shares respectively. The other provisions of Article
Four will remain in their current form. This change would be
effective upon the date of filing of the Articles of Amendment
with the Secretary of State of the State of Mississippi.
Shareholders of the Company presently have no preemptive rights
to acquire authorized but unissued shares of the Company, and the
proposed amendment to the Articles of the Incorporation will not
create any preemptive rights.
If additional stock is authorized, the Board of Directors
would, without further action by the stockholders unless
otherwise required by law, regulation or stock exchange rule, be
able to authorize issuance of the stock at such times, for such
purposes and for such consideration as it may deem desirable,
without further shareholder action. Any issuance of additional
authorized shares could result in the dilution of each existing
shareholder's voting power, and could, depending upon a variety
of factors, have the effect of diluting the earnings per share or
book value per share of outstanding shares of Common Stock.
The Board of Directors believes it advisable to increase the
authorized number of shares of Common and Preferred Stock to have
available for issuance for purposes that the Board of Directors
may determine to be in the interest of the Company. Such shares
could be used for possible future acquisitions, stock dividends
or other general corporate purposes related to the development
and expansion of the Company. There are presently no
arrangements, intentions, nor understandings with respect to the
issuance of any additional shares of stock.
The issuance of additional shares of Common Stock might have
anti-takeover effects by diluting the voting power of a person
seeking to acquire the Company, but this is not the purpose of
the increased authorization and the Board has no present
intention of issuing Common Stock for such purpose.
The proposal to amend the Articles is not in response to any
effect of which the Company is aware to accumulate the Company's
stock or obtain control of the Company. The Board does not
presently contemplate recommending the adoption of any other
amendments to the Articles which could be construed to affect the
ability of third parties to take over or change control of the
Company.
The Articles of Incorporation and Bylaws of the Company
presently contain the following provisions which could be
considered to have an anti-takeover effect: (i) authorized but
unissued shares of Common Stock issuable by the Board of
Directors without stockholder approval; (ii) authorized but
unissued shares of Preferred Stock issuable, without stockholder
authorization, in series with such dividend, redemption, sinking
fund, conversion and liquidation preferences, if any, as are
designated by the Board in creating any particular series; (iii)
division of the Board of Directors into three (3) classes of
directors serving staggered three year terms; (iv) the
requirement of an affirmative vote of eighty percent (80%) of the
shares entitled to vote to remove the entire Board of Directors
or to remove any one director; and (v) the requirement of
supermajority shareholder approval to approve certain business
combinations.
A copy of the proposed amendment to Article Four is attached
to the Proxy Statement as Exhibit A. The foregoing description of
the amendment to Article Four is qualified in its entirety by
reference to Exhibit A.
Your Board of Directors, therefore, has unanimously voted to
approve the proposed amendment to increase the authorized capital
shares to 17,000,000 shares and intends to vote for the Amendment
at the Annual Meeting. Approval of the proposed Amendment
requires a majority vote of the Company's shareholders.
PRINCIPAL SHAREHOLDER
Management of the Company knows of no person who owns of
record or beneficially, directly or indirectly, more than 5% of
the outstanding common stock of the Company except as set forth
below:
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT OF
BENEFICIAL OWNER OF COMMON STOCK CLASS
Hugh S. Potts, Jr. 366,660 shares (1) 10.80%
1104 Walnut Grove Road
Kosciusko, Mississippi
39090
(1) Mr. Potts shares voting and investment power with respect to
69,500 of these shares, which are held in two trusts.
EXECUTIVE COMPENSATION
The following tables show the cash compensation for 1996,
1995 and 1994 for the Chief Executive Officer of the Company and
all Executive Officers of the Company and the Bank whose cash
compensation exceeded $100,000.
<TABLE>
<CAPTION>
Other
Annual All Other
Name and Principal Compen- (3) Com-
Position Year Salary Bonus sation pensation
<S> <C> <C> <C> <C> <C>
Hugh S. Potts, Jr. 1996 $153,653 $12,292 $2,016(1)
Chairman of the $ 887 (2) $3,841
Board and CEO 1995 $150,320 $21,300 $2,441(1) -0-
since 4/15/94; 1994 $148,285 $15,000 $1,358(1) -0-
Vice Chairman
until 4/15/94
Scott M. Wiggers 1996 $113,654 $9,092 $1,613(1) $2,841
President 1995 $110,260 $15,620 $1,613(1) -0-
1994 $108,370 $10,000 $1,453(1) -0-
</TABLE>
(1) Cost of excess life insurance
(2) Automobile allowance
(3) "All other compensation" consist of Company Contribution of the
401k plan
PENSION PLAN. The following table indicates the estimated annual
benefits payable to persons in specified classifications upon
retirement at age 65.
<TABLE>
<CAPTION>
FIVE YEARS
AVERAGE ANNUAL
COMPENSATION CREDITED YEARS OF SERVICE
15 20 25 30 35
<C> <C> <C> <C> <C> <C>
$25,000 $3,000 $4,000 $5,000 $6,000 $ 7,000
50,000 6,000 8,000 10,000 12,000 14,000
75,000 9,000 12,000 15,000 18,000 21,000
100,000 12,000 16,000 20,000 24,000 28,000
160,000 19,200 25,600 32,000 38,400 44,800
</TABLE>
Credited years of service for the individuals named in the
Summary Compensation Table above are anticipated to be as
follows: Hugh S. Potts, Jr. - 37 years; Scott M. Wiggers - 34
years.
A participant in First M&F's Pension Plan whose service is
terminated on or after the date on which he attains his normal
retirement age and on or before his normal retirement date is
eligible to retire and receive a normal retirement benefit. The
amount of the normal benefit under the Plan is equal to 1/12 of
the sum of the amounts described below in (1) and (2) multiplied
by (3) where:
(1) = eight-tenths of one percent (0.8%) of the participant
average earnings;
(2) = twenty-five hundredths percent (0.25%) of the participants
average earnings in excess of Twenty-Four Thousand and no/100
dollars ($24,000.00); and
(3) = the participant's benefit service as of his normal
retirement date.
If a participant's annual benefit commences before the
participants social security retirement age, but on or after age
62, the amount of the benefit is reduced. If the annual benefit
of a participant commences prior to age 62, the amount of the
beneft shall be the actuarial equivalent of an annual benefit
beginning at age 62 reduced for each month by which benefits
commence before the month in which the participant attains age
62. If the annual benefit of a participant commences after the
participant's social security retirement age, the benefit amount
is adjusted so that it is the actuarial equivalent of an annual
benefit beginning at the participant's social security retirement
age.
DIRECTOR COMPENSATION. Non-Officer Directors receive annual
compensation in the amount $800 per Board Meeting attended
payable at the end of the year, plus an additional $20 for each
committee meeting attended.
FIVE YEAR SHAREHOLDER RETURN COMPARISON
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total stockholder return on
the Company's Common Stock against the cumulative total return of
the NASDAQ Market US Index and the NASDAQ Bank Index which
consists of the period of five (5) years beginning in 1991.
[GRAPH]
<TABLE>
Cumulative Total Return
12/91 12/92 12/93 12/94 12/95 12/96
<S> <C> <C> <C> <C> <C> <C>
First M&F
Corp 100 140 183 198 349 472
NASDAQ STOCK
MARKET - US 100 116 134 131 185 227
NASDAQ BANK 100 146 166 165 246 326
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
Shearer, Taylor & Company P.A. were the independent
accountants for the Company during the most recently completed
fiscal year and will serve as the independent accountant for the
Company during the current fiscal year. Representatives of this
firm will be present at the Annual Meeting and have an opportuni-
ty to make statements if they so desire and are expected to be
available to respond to appropriate questions.
SALARY AND BENEFIT COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
This report reflects the Company's compensation philosophy
fo,r all executive officers, as endorsed by the Board of
Directors and the Salary and Benefits Committee. The committee
is comprised of Directors: Hugh S. Potts, Jr., J. Marlin Ivey,
Charles W. Ritter, Jr., W. C. Shoemaker, and Edward G. Woodard
and determines annual base salary'adjustments and annual pay for
performance bonus awards.
In determining the compensation to be paid to the Company's
executive officers in 1996, the Salary and Benefit Committee
employed compensation policies designed to align the compensation
with the Company's overall business strategy, values and
management initiatives. These policies are intended to reward
executives for strategic management, and the enhancement of
shareholder value and support a performanceoriented environment
that rewards achievement of internal goals.
Additionally, the Company subscribes to and participates in
the Mississippi Bankers Association survey, which provides the
Committee with comparative compensation data from the Company's
market areas and its peer groups. This information is used by the
committee to ensure that it is providing compensation
opportunities comparable to its peer group, thereby allowing the
Company to retain talented executive officers who contribute to
the Company's overall and long-term success.
Submitted by the Company's Salary and Benefit Committee:
Hugh S. Potts, Jr., Chairman, J. Marlin Ivey, Charles W. Ritter,
Jr., W. C. Shoemaker, and Edward G. Woodard.
TRANSACTIONS WITH MANAGEMENT
First M & F Corporation's subsidiary, Merchants and Farmers
Bank, Kosciusko, Mississippi, (the "Bank") 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 interest to the bank as of December 31, 1996,
totaled $2,948,000. Other than these transactions, there were no
material transactions during 1996 between directors and officers
and the Bank or the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee of its Board oi
Directors which met four (4) times during 1996. Presently Charles
W. Ritter, Jr. serves as Chairman and other members are Barbara
K. Hammond, J. Marlin Ivey, Susan P. McCaffery, Edward G. Woodard
and Toxey Hall, III. The Audit Committee reviews audit plans,
examination results of both independent and internal auditors and
makes recommendations to the Board of Directors concerning
independent auditors.
The Company has a standing Salary and Benefit Committee
which met two (2) times during 1996 and makes recommendations to
the Board of Directors on all officers' salaries and
compensation. Presently Hugh S. Potts, Jr. serves as Chairman and
other members are J. Marlin Ivey, Charles W. Ritter, Jr., W. C.
Shoemaker, and Edward G. Woodard.
The Company does not have a standing Nominating Committee.
The Company's By-Laws are silent as to nominations to the Board
of Directors, other than those made by or at the direction of the
Board of Directors.
Merchants & Farmers Bank has among other committees, an
Investment Committee which meets quarterly, a Loan and Policy
Committee which meets weekly, an Executive and Administrative
committee which meets bi-annually, a Trust Committee which meets
monthly and an Electronic Data Processing Steering Committee
which meets quarterly.
OTHER MATTERS
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.
PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder who wishes to present a proposal at the
Company's next Annual Meeting and who wishes to have the proposal
included in the Company's Proxy Statement and form of proxy for
the meeting must submit the proposal to the undersigned at the
address of the Company not later than November 21, 1997.
The accompanying Proxy is solicited by Management.
By Order of THE BOARD OF DIRECTORS,
Hugh S. Potts, Jr.
Chairman/Chief Executive Officer
Dated and mailed at
Kosciusko, Mississippi
on or about March 19, 1997
<PAGE>
EXHIBIT A
Article Four of the Articles of Incorporation, as amended
would read as follows:
FOURTH: The aggregate number of shares which the corporation
is authorized to issue is 17,000,000, divided into three (3)
classes. The designation of each class, the number of shares of
each class and the par value, if any, of each class are as
follows:
Number of
Shares Class Par Value, if Any
15,000,000 Common Stock $5
1,000,000 Class A Voting Preferred No par value
1,000,000 Class B Non-Voting Preferred No par value
The preferences and relative rights in respect of the shares
of each class and the variations in the relative rights and
preferences as between series of any preferred class in series
are as follows:
Each share of Common Stock and of Class A Voting Preferred
Stock shall entitle the holder thereof to full voting right. A
holder of Class B Non-Voting Preferred Stock shall have no voting
rights as a holder of such stock, except as specifically required
by law.
The holders of Class A Voting Preferred Stock and Class B
Non-Voting Preferred Stock (together "preferred stock") shall be
entitled to receive dividends, subject to statutory restrictions,
when and as declared by the Board of Directors. Such dividends
shall be payable at such periods as shall be fixed by the Board
of Directors at the rate specified in the resolution of the Board
of Directors authorizing the issuance of the particular series of
preferred stock, and no more, before any dividend shall be paid
or set apart for payment upon the Common Stock.
Dividends on the preferred stock shall be cumulative, so
that if for any period the same shall not be paid, the right
thereto shall accumulate as against the Common Stock, and all
arrears so accumulated shall be paid before any dividend shall be
paid upon the Common Stock.
Whenever all accumulated dividends on the outstanding
preferred stock for all previous periods shall have been declared
and shall have become payable, and the corporatio;n shall have
paid such accumulated dividends for such previous periods, or
shall have set aside from its legally available funds a sum
sufficient therefor, the Board of Directors may declare dividends
on the Common Stock, payable then or thereafter out of any
remaining legally available funds.
Each class of preferred stock shall be divided into and
issued from time to time by resolution of the Board of Directors
in one or more series, each series being so designatecl as to
distinguish the shares thereof from the shares of all other
series and classes. All or any of the series of any such class
and the variations and the relative rights and preferences as
between different series may be fixecl and determined by
resolution of the Board of Directors, but all shares of the same
class shall be identical except as to the following relative
rights and preferences, as to which there may be variations
between different series:
(a) The rate of dividend;
(b) Whether shares may be redeemed and, if so, the redemption
price and terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary and
involuntary liquidation;
(d) Sinking funds provisions, if any, for the redemption or
purchase of shares; and
(e) The terms and conditions, if any, on which shares may be
converted.
<PAGE>
PROXY FIRST M & F CORPORATION, KOSCIUSKO, MISSISSIPPI
PROXY SOLICITED BY MANAGEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS, APRIL 9, 1997
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 9, 1997, 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 19, 1997, accompanying notice of said meeting for a
term of three years.
(2) WITH ( ) WITHOUT ( ) Authority to vote to amend the Company's
Articles of Incorporation to provide that the Company shall have
the authority to issue 15,000,000 shares of Common Stock,
1,000,000 shares of Class A Voting Preferred Stock and 1,000,000
shares of Class B Non-Voting Preferred Stock.
(3) 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), proposal Two (2) and proposal Three (3). 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>
