As filed with the Securities and Exchange Commission on
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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FIRST M&F CORPORATION
(Exact name of registrant as specified in its charter)
MISSISSIPPI 6712 64-0636653
(State or other jurisdiction (Primary Standard Industrial (IRS Employer Identi-
of incorporation or Classification Code Number) fication Number)
organization)
HUGH S. POTTS, JR.
221 WASHINGTON STREET 221 WASHINGTON STREET
KOSCIUSKO, MISSISSIPPI 39090 KOSCIUSKO, MISSISSIPPI 39090
TELEPHONE NUMBER: (601) 289-5121 TELEPHONE NUMBER:(601) 289-5121
(Address, including zip code, (Name, address, including zip
and telephone number, including code, and telephone number,
area code of registrant's including area code, of agent
principal executive offices) for service)
Copies to:
L. KEITH PARSONS, ESQ.
Watkins Ludlam Winter & Stennis, P.A.
633 North State Street
Post Office Box 427
Jackson, Mississippi 39205-0427
Telephone Number: (601) 949-4701
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as possible after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [x]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 33-____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 33-____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Title of
each class of Proposed Maximum Proposed Maximum Amount of
securities to Amount to be Offering Price Aggregate Registration
be registered Registered Per Unit Offering Price Fee
- - ----------------- ------------- ---------------- ------------------ ------------
Common Stock, 100,000(1) 31.50(2) $3,150,000(2) $875.70
par value shares
$5.00 per share
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(1) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are issued or
issuable as a result of a stock split or stock dividend, this registration
statement shall be deemed to cover such additional shares resulting from the
stock split dividend pursuant to Rule 416.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c). Based on the average of the high
and low prices, as reported by NASDAQ, as of April 14, 1999.
================================================================================
<PAGE>
PROSPECTUS
FIRST M&F CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
100,000 SHARES OF COMMON STOCK ($5 PAR VALUE)
THE DATE OF THIS PROSPECTUS IS APRIL 20, 1999.
<PAGE>
To our Shareholders:
We are pleased to send you this prospectus describing the Dividend
Reinvestment and Stock Purchase Plan being offered by First M&F Corporation to
eligible shareholders. The Plan provides the opportunity to reinvest
automatically cash dividends in shares of Common Stock (including fractional
shares computed to four decimal places) and to make additional purchases of
Common Stock with optional cash payments ranging from a $50 minimum to a $5,000
maximum per quarter per participant. The Plan is administered by Registrar and
Transfer Company, who will purchase shares of Common Stock as agent for the
accounts of participants under the Plan on the open market or, under certain
circumstances, from the Company as described below.
The price at which the Agent will be deemed to have acquired shares of
Common Stock through dividend reinvestment or with optional cash payments for
the accounts of participants under the Plan will be the average price of all
shares purchased by the Agent in the open market as agent for all participants
on the investment date. Alternatively, if the Agent purchases Common Stock
directly from the Company, the purchase price at which the Agent will be deemed
to have acquired the shares will be the published dealer ask price as reported
by the exchange on which the stock trades on the investment date.
Shareholders of record owning 100 or more shares of Common Stock may enroll
at any time by completing the enclosed Enrollment Form and returning it to the
Agent. Shareholders who do not wish to participate in the Plan will receive
dividends on the Common Stock, if and when declared, by check or direct deposit
without any further action on their part.
Sincerely,
---------------------------------------
President
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
PAGE
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DESCRIPTION OF THE DIVIDEND REINVESTMENT STOCK PURCHASE PLAN . . . . 1
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Optional Cash Payments . . . . . . . . . . . . . . . . . . . . . . 3
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Sale of Plan Shares. . . . . . . . . . . . . . . . . . . . . . . . 5
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Reports to Participants. . . . . . . . . . . . . . . . . . . . . . 5
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Termination of Participation . . . . . . . . . . . . . . . . . . . 6
Tax Information. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . 7
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .10
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . .10
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . .11
Authorized and Outstanding Capital Stock . . . . . . . . . . . . .11
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . .11
Dividend Rights. . . . . . . . . . . . . . . . . . . . . . . . . .11
Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . . .11
Fully Paid and Nonassessable . . . . . . . . . . . . . . . . . . .12
Cumulative Voting. . . . . . . . . . . . . . . . . . . . . . . . .12
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . .12
Indemnification of Directors, Officers and Employees . . . . . . .12
Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . .12
Changes in Control . . . . . . . . . . . . . . . . . . . . . . . .12
LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
<PAGE>
DESCRIPTION OF THE DIVIDEND REINVESTMENT STOCK PURCHASE PLAN
The following, in question and answer form, is a description of the provisions
of the Company's Dividend Reinvestment Stock Purchase Plan. This description
does not purport to be complete and is qualified in its entirety by reference to
the terms and conditions of the Plan (Appendix A attached).
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide eligible record owners of Common
Stock with a simple and convenient way of investing cash dividends and optional
cash payments in shares of Common Stock.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
a. Reinvest automatically their cash dividends in shares of Common Stock
(at lower fees than purchases made outside of the Plan through a
broker/dealer).
b. Invest optional cash payments from $50 to a cumulative $5,000 per
quarter per participant in Common Stock.
c. Invest the full amount of all cash dividends and optional cash payments
since fractional shares may be held under the Plan.
d. Realize the long-range opportunity of dollar cost averaging by
purchasing Common Stock under the Plan on a regular basis.
e. Avoid cumbersome safekeeping requirements through the free custodial
service of the Plan for shares purchased through the Plan or shares
already owned that participants desire to deposit into the Plan.
f. Avoid the inconvenience and expense of recordkeeping through the free
reporting provisions of the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Company's stock transfer agent, Registrar and Transfer Company,
administers the Plan for participants, keeps records, sends statements of
account to participants, and performs other duties related to the Plan. Shares
purchased through the Plan will be registered in the name of the Agent or its
nominee as agent for participants in the Plan.
All inquiries and communications regarding the Plan should include your
(the participant's) account number and should be directed to the Agent at:
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
Attention: Dividend Reinvestment
1-800-368-5948
<PAGE>
The Agent or the Company may terminate or suspend the Plan at any time by
written notice to participants. The terms and conditions of the Plan may be
amended by the Agent, with the concurrence of the Company, at any time by
mailing an appropriate notice to participants at least 30 days prior to the
effective date of the amendment.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
Record owners of 100 or more shares of common stock are eligible to enroll
in the Plan. Once enrolled, a participant may continue to participate in the
Plan even though his or her record ownership of shares of common stock may fall
below 100, subject to the right of the Agent to terminate any participant's Plan
account upon appropriate notice as provided in the Plan.
Beneficial owners whose shares are registered in names other than their own
(for example, in the name of a broker, bank, or other nominee) and who wish to
participate in the Plan must become owners of record by having the number of
shares they wish to enroll in the Plan (subject to the 100 share minimum)
transferred into their names.
5. HOW DOES A SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan by completing an Enrollment Form
and returning it to the Agent at the address provided in Question 3. Enrollment
Forms may be obtained at any time by contacting the Company or the Agent.
6. WHAT PARTICIPATION OPTIONS ARE AVAILABLE?
By marking the appropriate spaces on the Enrollment Form, an eligible
shareholder of record may choose among the following investment options for
purchases of shares of Common Stock:
a. To reinvest automatically cash dividends on all shares of Common Stock
of which the participant is the owner of record and also to make
optional cash payments in amounts ranging from a $50 minimum to a
cumulative $5,000 maximum per quarter per participant.
b. To reinvest automatically cash dividends on a percentage (less than
100%) of Common Stock of which the participant is the owner of record.
c. To invest only by making optional cash payments in amounts ranging from
a $50 minimum to a cumulative $5,000 maximum per quarter per
participant.
A shareholder may participate in the Plan with respect to less than all of
the shares of Common Stock registered in the shareholder's name.
All shares of Common Stock purchased through the Plan, whether with
reinvested dividends or optional cash payments, will be held by the Agent for
participants in the Plan, and the dividends on these shares will be reinvested
automatically.
The Plan allows participants to deposit shares of Common Stock registered
in their name with the Agent to be administered under the Plan.
7. WHEN DO YOUR INVESTMENTS BEGIN THROUGH THE PLAN?
If an Enrollment Form specifying reinvestment of cash dividends is received
by the Agent at least five (5) business days before the record date of a cash
dividend payment, reinvestment will commence with the following dividend
payment. If the Enrollment Form is received after that date, the reinvestment of
cash dividends through the Plan will begin with the next cash dividend payment
following the next record date.
<PAGE>
Optional cash payments will be invested as specified in Question 9.
8. MAY YOU CHANGE YOUR METHOD OF PARTICIPATION AFTER ENROLLMENT?
A record shareholder may change an investment option at any time by
completing a new Enrollment Form and returning it to the Agent. If you elect to
participate through the reinvestment of cash dividends on shares registered in
your name but later decide to participate through the optional cash payment
feature only, an Enrollment Form indicating a change of options must be received
by the Agent five (5) business days prior to a particular cash dividend record
date in order to stop any reinvestment of cash dividends paid on the following
dividend payment date.
Enrollment Forms may be obtained by contacting the Company or the Agent.
OPTIONAL CASH PAYMENTS
9. WHEN AND HOW CAN OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments will be invested once each month (see Question 13).
Optional cash payments should be received from a participant at least five (5)
business days prior to an investment date. The payments will be applied to the
purchase of shares for the account of the participant on that investment date.
NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS PENDING INVESTMENT.
OPTIONAL CASH PAYMENTS RECEIVED LATER THAN FIVE BUSINESS DAYS PRIOR TO THE
REGULAR MONTHLY INVESTMENT DATE WILL BE INVESTED AT THE NEXT REGULAR MONTHLY
INVESTMENT DATE. TO AVOID UNNECESSARY ACCUMULATIONS, THE COMPANY RECOMMENDS THAT
OPTIONAL CASH PAYMENTS BE SENT SO THAT THEY ARE RECEIVED BY THE AGENT SHORTLY
BEFORE THE FIFTH (5TH) BUSINESS DAY PRIOR TO AN INVESTMENT DATE. YOU MAY OBTAIN
THE RETURN OF ANY OPTIONAL CASH PAYMENT BY WRITTEN REQUEST RECEIVED BY THE AGENT
NOT LESS THAN TWO (2) BUSINESS DAYS BEFORE IT IS TO BE INVESTED.
An initial optional cash payment may be made when you join the Plan. A
personal check, official bank check, or money order should be made payable to,
"Registrar and Transfer Company, Plan Administrator," and returned along with
the Enrollment Form. Thereafter, optional cash payments may be made through the
use of cash payment forms sent to you with your account statement.
You may also authorize the Agent to draft your checking account
automatically for monthly optional cash payments by completing a draft
authorization and returning it to the Agent at least 30 days prior to the
monthly investment date. Draft authorization forms may be obtained by request
from the Company or the Agent.
10. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
Optional cash payments may be made by personal check, official bank check,
or money order, or by automatic bank draft. Any optional cash payments you wish
to make must be not less than a $50 minimum per quarter nor more than a
cumulative $5,000 maximum per quarter. If you elect to make optional cash
payments by automatic bank draft, you may also make additional optional cash
payments by personal check, official bank check, or money order, subject to the
foregoing limitations. Any number of optional cash payments may be made, subject
to the foregoing limitations, and there is no obligation to make any optional
cash payment at any time.
<PAGE>
Optional cash payments made by personal check, official bank check, or money
order need not be in the same amount of money each time. However, should you
elect to make optional cash payments through automatic bank draft, the draft
must be in the same amount each month or quarter and will continue until you
notify the Agent in writing that you wish to change the amount or terminate the
automatic bank draft.
<PAGE>
COSTS
11. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES OR
SALES THROUGH THE PLAN?
All brokerage commissions or fees for purchases made through the Plan on
the open market will be included as part of the average price per share of
Common Stock purchased by the Agent for the accounts of participants under the
Plan. No brokerage commissions or fees will be charged for purchases made
through the Plan directly from the Company. All administrative costs of the
Plan will be paid by the Company. If you request that the Agent arrange a sale
of shares held by the Plan for you, a brokerage commission will be deducted
from the proceeds of the sale by the independent broker-dealer selected by the
Agent (see Questions 15 and 16).
PURCHASES
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS, AND
WHAT IS THE SOURCE OF SHARES PURCHASED THROUGH THE PLAN?
The number of shares purchased for your account, including a fractional
share computed to four decimal places, will be equal to the total amount
invested by you (the amount of cash dividends reinvested and any optional cash
payments), divided by the purchase price per share (see Question 14).
Shares purchased through the Plan will generally be purchased by the Agent
in the open market as agent for participants under the Plan. The Company will
not exercise any direct or indirect control over the prices or timing of
purchases made by the Agent on the open market.
Alternatively, the Company may elect to sell shares to the Agent pursuant
to the Plan from the Company's authorized and unissued shares. In the event that
the shares are not available in the open market, the Agent may purchase the
shares from the Company.
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
Purchases of shares with reinvested dividends and with optional cash
payments will generally be made on the regular monthly investment date, which is
the last business day of the month. If the dividend payment date is not a
business day, shares will generally be purchased on the next business day. If
you elect to make optional cash payments by automatic bank draft, your account
will be drafted on or about the 15th day of the month.
The Agent will use every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days after receipt, unless
such investments are restricted by any applicable state or federal securities
laws. (See Question 32) NO INTEREST WILL BE PAID ON DIVIDENDS PENDING
REINVESTMENT.
The Agent in its sole discretion will determine the exact timing of
purchases made on the open market for allocation to the accounts of participants
under the Plan, as well as the number of shares to be so purchased at any time,
depending on the amount to be invested, market conditions, and the requirements
of applicable securities laws. If for any reason the Agent is precluded from
acquiring shares of Common Stock for 30 consecutive days, the Agent will remit
all cash in a participant's Plan account to the participant after such 30th day.
You will become the owner of the shares purchased for you through the Plan
on the investment date. However, for federal income tax purposes, the holding
period will commence on the following day (see Question 22).
<PAGE>
14. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
The price at which the Agent will be deemed to have acquired shares for a
participant's account under the Plan will be the average price of all shares
purchased by the Agent on the open market as agent for all participants with the
proceeds of reinvested cash dividends and any optional cash payments. Brokerage
commissions or fees will be included as part of the purchase price of the shares
and allocated proportionally among participants.
If the Agent purchases shares directly from the Company for participants
under the Plan, the purchase price at which the Agent will be deemed to have
acquired the shares will be the published dealer ask price as reported by the
exchange on which the stock is traded on the investment date. No brokerage
commissions or fees will be charged for purchases made through the Plan directly
from the Company.
SALE OF PLAN SHARES
15. HOW MAY YOU SELL YOUR SHARES OF COMMON STOCK?
You can sell your shares of Common Stock held under the Plan in either of
two (2) ways. First, you may request certificates for your full shares and
arrange for the sale of these shares through a broker-dealer of your choice (see
Question 19). Alternatively, you may request that the Agent sell for you some or
all of your shares held by the Plan. The Agent will sell shares for you through
broker-dealers selected by the Agent in its sole discretion. If you request that
the Agent arrange for the sale of your shares, you will be charged a commission
by the broker-dealer selected by the Agent, which will be deducted from the cash
proceeds paid to you. The amount of the commission will vary depending on the
broker-dealer selected and other factors. Shares being sold for you may be
aggregated with those of other Plan participants who have requested sales. In
that case, you will receive proceeds based on the average sales price of all
shares sold, less your pro rata share of brokerage commissions and a $10.00 sale
fee.
16. WHEN WILL SHARES OF COMMON STOCK BE SOLD?
If you elect to receive cash for your shares held under the Plan, the Agent
will sell such shares as your agent as soon as practicable after receipt of your
written request. Payment will be made by check and mailed to you as soon as
practicable after the sale.
The Agent will use its best efforts to sell your shares on the open market
within 10 business days after receipt of written instructions from you to such
effect or as soon as otherwise practicable. There can be no assurances with
respect to the ability of the Agent to sell your shares or the price, timing, or
terms on which a sale may be made. The Company and the Agent have no obligation
under the Plan, and assume no responsibility, to purchase full shares credited
to your Plan account if such shares cannot be sold by the Agent.
DIVIDENDS
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR PLAN
ACCOUNTS?
The Agent will receive the cash dividends (less the amount of tax withheld,
if any) for all Plan shares held on the dividend record date and credit them to
participants' accounts on the basis of full shares and any fractional share
held. These dividends received will be reinvested automatically in additional
shares of Common Stock as a dividend reinvestment. Participants who wish to
receive dividends in cash on shares purchased through the Plan must request
certificates for those full shares (so that the shares will be registered in the
participant's own name) and change their investment option under the Plan to
eliminate dividend reinvestment on their shares (see Questions 8 and 19).
<PAGE>
REPORTS TO PARTICIPANTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each calendar quarter, you will receive a
statement showing account information, including amounts invested, purchase
and/or sale prices, and shares purchased and/or sold. This statement will
provide a cost record of purchases under the Plan and should be retained for tax
purposes. In addition, you will receive the same material sent to every other
holder of Common Stock, including the Company's annual reports to shareholders,
notices of shareholders' meetings, proxy statements, and information for income
tax reporting.
CERTIFICATES
19. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED THROUGH
THE PLAN?
Certificates for shares of Common Stock purchased through the Plan will not
be issued to you unless you request them. All shares credited to your Plan
account will be issued to the Agent or its nominee as your agent. The number of
shares credited to your account will be shown on your account statement.
This convenience protects against loss, theft, or destruction of stock
certificates and reduces the costs to be borne by the Company.
A certificate for any number of full shares credited to your Plan account
will be issued upon written request, and the shares represented by that
certificate will be withdrawn from your account. Your written request should be
mailed to the Agent.
Certificates for a fractional share will not be issued under any
circumstances.
Shares credited to your account may not be assigned or pledged in any way.
If you wish to assign or pledge the full shares credited to your account, you
must request that certificates for those shares be issued in your name.
Plan accounts will be maintained in the name in which your certificates are
registered at the time you enter the Plan. Certificates for full shares will be
registered in the same manner when issued to you.
TERMINATION OF PARTICIPATION
20. HOW CAN PARTICIPATION IN THE PLAN BE TERMINATED?
The Plan is entirely voluntary. You may terminate your participation in
the Plan at any time by notifying the Agent in writing.
If your notice of termination is received by the Agent less than five
business days prior to a cash dividend record date, that cash dividend will be
reinvested for your account. Your account will then be terminated, and all
subsequent cash dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any optional cash
payment received before the Agent receives your notice of termination will be
invested for your account unless you specifically request return of the payment
prior to two business days before the next investment date.
Upon termination of your participation in the Plan, you may direct the
Agent to sell all full and fractional shares in your account or receive a
certificate for all full shares and cash for any fractional share (see Question
15). If written notification is not received by the Agent upon such termination,
certificates for full shares credited to your account under the Plan will be
issued to you, and a cash payment will be made to you for any fractional share.
21. WHAT HAPPENS IF A PARTICIPANT IN THE PLAN DIES OR BECOMES LEGALLY
INCAPACITATED?
Upon receipt by the Agent of notice of death or adjudicated incompetence of
a participant, no further purchases of shares of Common Stock will be made for
the account of such participant. The shares and cash held by the Plan for the
participant will be delivered to the appropriate person upon receipt of
evidence satisfactory to the Agent of the appointment of a legal representative
and instructions from the representative regarding delivery.
<PAGE>
TAX INFORMATION
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN?
Distributions by the Company to shareholders will generally be taxed as
ordinary dividend income. If open market purchases of shares of Common Stock are
made for you through the Plan with reinvested cash dividends, you will be deemed
to have received a taxable dividend in the amount of the cash dividend
reinvested. Your tax basis in these shares acquired on the open market will
equal the amount of the cash dividend.
Additional shares of Common Stock acquired for you through the Plan
directly from the Company with reinvested cash dividends will be treated for
federal income tax purposes as having been received by you in the form of a
taxable dividend. As a result, an amount equal to the fair market value on the
investment date of the shares acquired directly from the Company with reinvested
cash dividends will be treated as a dividend paid to you. This fair market value
will be the published dealer ask price as reported by the exchange on which the
stock is traded on the investment date. The tax basis of the shares acquired
directly from the Company with such reinvested dividends will also equal the
fair market value of the shares on the investment date.
You will not realize any taxable income at the time of investment of
optional cash payments in additional shares of Common Stock. The tax basis of
shares purchased on the open market with an optional cash payment will be the
amount of such payment. The tax basis of shares purchased directly from the
Company with an optional cash payment will be the fair market value of the
shares on the investment date.
The holding period of shares of Common Stock acquired through the Plan,
whether purchased with reinvested dividends or optional cash payments, will
begin on the day following the investment date.
You will not realize any taxable income when you receive certificates for
full shares credited to your account, either upon your written request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize taxable gain or loss (which, for most participants, will be
capital gain or loss) when full shares acquired under the Plan are sold or
exchanged for you and when you receive the cash payment for a fractional share
credited to your account. The amount of such gain or loss will be the difference
between the amount that you receive for your shares or fractional share (net of
brokerage commissions and other costs of sale) and the tax basis thereof.
For foreign participants who elect to have their cash dividends reinvested
and whose dividends are subject to United States income tax withholding, and any
other participant for whom federal income tax withholding on dividends is
required, an amount equal to the cash dividends payable to such participants,
less the amount of tax required to be withheld, will be applied to the purchase
of shares of Common Stock through the Plan. Foreign shareholder participants are
urged to consult their legal advisors with respect to any local exchange,
control, tax, or other law or regulation that may affect their participation in
the Plan. The Company and the Agent assume no responsibility regarding such laws
or regulations and will not be liable for any act or omission in respect
thereof.
THE FOREGOING IS ONLY AN OUTLINE OF THE COMPANY'S UNDERSTANDING OF SOME OF
THE APPLICABLE FEDERAL INCOME TAX PROVISIONS. THE OUTLINE IS GENERAL IN NATURE
AND DOES NOT PURPORT TO COVER EVERY SITUATION. MOREOVER, IT DOES NOT INCLUDE A
DISCUSSION OF STATE AND LOCAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN. FOR SPECIFIC INFORMATION ON THE TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN, INCLUDING ANY FUTURE CHANGES IN APPLICABLE LAW OR INTERPRETATION THEREOF,
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS.
<PAGE>
OTHER INFORMATION
23. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON STOCK
REGISTERED IN THE PARTICIPANT'S NAME?
If you have authorized the reinvestment of cash dividends on shares
registered in your name and then dispose of a portion of those shares, the cash
dividends on the remaining shares will continue to be reinvested.
24. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME OR STOPS ALL PURCHASES?
If you dispose of all shares registered in your name with respect to which
you participate in the Plan or stop purchases through optional cash payments,
the cash dividends on the shares credited to your Plan account that remain in
the Plan will continue to be reinvested. If you cease to be a record owner of
any shares of Common Stock (other than by depositing shares into the Plan as
provided in Question 31), the Agent, in its discretion, may request your
instructions on the disposition of stock in your Plan account. If the Agent does
not receive such instructions from you within 30 days, the Agent, in its
discretion, may terminate your Plan account.
25. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON THE PLAN SHARES BE
HANDLED?
No preemptive rights attach to the Common Stock of the Company. If the
Company, nevertheless, makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities, such
rights or warrants will be made available to participants based on the number of
shares (including any fractional interests to the extent practicable) held in
their Plan account on the record date established for determining the holders of
Common Stock entitled to such rights or warrants.
26. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares in the form of Common Stock distributed
by the Company on shares of Common Stock held for your Plan account will be
credited to your account in the Plan. Any other non-cash dividend distributed by
the Company on shares of Common Stock held for your Plan account will be
distributed to you.
A stock dividend or split shares distribution in the form of Common Stock
will increase automatically by that amount the number of shares held in your
name on which cash dividends are reinvesting.
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
No shares held under the Plan will be voted by the Agent.
You will receive a proxy indicating the total number of round shares of
your Common Stock, including shares of Common Stock registered in your name and
shares of Common Stock credited to your Plan account.
If your proxy is returned properly signed and marked for voting, all the
shares covered by the proxy, including those registered in your name and whole
and fractional shares held for you under the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions on the manner in which shares are to be voted with respect to any
item thereon, all of your shares, including those registered in your name and
those held for you under the Plan, will be voted in accordance with the
recommendations of the management and Board of Directors of the Company.
<PAGE>
If your proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares will be voted only if you vote in person.
28. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT FOR THE PLAN?
The Agent has no responsibility with respect to the preparation and the
contents of this Prospectus. Neither the Company nor the Agent or its
nominee(s), in administering the Plan, will be liable for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability arising out of (i) failure to terminate a participant's
account upon the participant's death prior to the receipt of notice in writing
of the death, (ii) the prices and times at which shares of Common Stock are
purchased or sold for the participant's account or the terms on which such
purchases or sales are made, or (iii) fluctuations in the market value of the
Common Stock, (iv) failure to make purchases or sales at such times and
under such circumstances that such transactions are restricted by law or
regulation (See Question 32).
NEITHER THE COMPANY NOR THE AGENT CAN ASSURE ANY PARTICIPANT OF A PROFIT OR
PROTECT ANY PARTICIPANT AGAINST A LOSS FROM THE SHARES PURCHASED OR SOLD THROUGH
THE PLAN. SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN ARE NOT DEPOSIT
ACCOUNTS OF MERCHANTS AND FARMERS BANK AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL ORGANIZATION. AN
INVESTMENT IN THE COMMON STOCK IS, AS ARE ALL EQUITY INVESTMENTS, SUBJECT TO
SIGNIFICANT MARKET FLUCTUATIONS. THE COMPANY CAN NEITHER CONTROL PURCHASES BY
THE AGENT UNDER THE PLAN NOR GUARANTEE THAT DIVIDENDS ON THE COMMON STOCK WILL
NOT BE REDUCED OR ELIMINATED.
The payment of dividends is at the discretion of the Company's Board of
Directors and will depend upon future earnings, the financial condition of the
Company and other factors. The Board may change the amount and timing of
dividends at any time without notice.
The plan is neither subject to the provisions of the Employee Retirement
income Security Act of 1974, as amended, nor qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended.
29. WHO REGULATES AND INTERPRETS THE PLAN?
The Company and the Agent reserve the right to interpret and regulate the
Plan as they deem necessary or desirable. Any such interpretation or regulation
will be final. The Plan, related Plan documentation, and Plan accounts will be
governed by and construed in accordance with the laws of the State of
Mississippi.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue a dividend reinvestment and stock
purchase plan indefinitely, the Company and the Agent reserve the right to
terminate or suspend the Plan at any time by written notice to the participants.
The terms and conditions of the Plan may also be amended by the Agent, with the
concurrence of the Company, at any time by mailing an appropriate notice to
participants at least 30 days prior to the effective date of such amendment. The
Company may amend the Plan by mailing an appropriate notice to participants at
least 30 days prior to the effective date of such amendment. Notwithstanding the
foregoing, such amendments to the Plan as may be required from time to time due
to changes in or new rules and regulations under the federal or state securities
laws may be made by the Agent prior to notice to each participant.
31. CAN A PARTICIPANT SEND HIS OR HER COMMON STOCK CERTIFICATES TO BE CREDITED
TO HIS OR HER PLAN ACCOUNT?
A participant can transfer any shares of Common Stock held of record to the
Agent to be held for his or her Plan account. A participant desiring to transfer
any shares into the Plan should mail them by certified or registered mail to the
Agent with a note requesting that they be so credited. This additional service
protects against the loss, theft, or destruction of a participant's stock
certificates.
<PAGE>
32. WHEN MAY PURCHASES OR SALES OF STOCK BE TEMPORARILY CURTAILED?
Temporary curtailment or suspension of purchases or sales of Common Stock
may be made at any time when such purchases or sales would in the Bank's
judgment contravene, or be restricted by applicable regulations, interpretations
or orders of the Securities and Exchange Commission any other governmental
commission, agency or instrumentality, any court, securities exchange or the
National Association of Securities Dealers, Inc. The Bank will not be
accountable, or otherwise liable, for failure to make purchases or sales at such
times and under such circumstances.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Copies of such reports, proxy statements and other information can be obtained,
at prescribed rates, from the SEC by addressing written requests for such copies
to the Public Reference Section of the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, such reports, proxy
statements and other information can be inspected at the public reference
facilities referred to above and at the regional offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 300 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The SEC also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically, including the
Company, with the Commission at http://www.sec.gov.
This Prospectus constitutes part of the Registration Statement on Form S-3
of the Company (including any exhibits and amendments thereto, the "Registration
Statement") filed with the SEC under the Securities Act of 1933 as amended (the
"Securities Act"), relating to the shares of the Company common stock offered
hereby. This Prospectus does not include all of the information and undertakings
in the Registration Statement and exhibits thereto. For further information
about the Company and the shares of common stock offered hereby, reference is
made to the Registration Statement and exhibits thereto. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance reference is made to a copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement may be inspected and copied, at prescribed
rates, at the SEC's public reference facilities at the addresses set forth
above.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the SEC by the Company
pursuant to the Exchange Act are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. The Proxy Statement of the Company for its Annual Meeting of
Shareholders held on April 8, 1998;
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998;
4. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act, since the date of this Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus, shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The amended Articles of Incorporation (the "Articles") of the Company
authorize the issuance of 15,000,000 shares of Common Stock, par value $5.00 per
share. On December 31, 1998, there were 3,394,656 shares of Common Stock
outstanding.
In addition, the Articles authorize the Company to issue 500,000 shares of
Class A voting preferred stock, no par value, and 1,000,000 shares of Class B
non-voting preferred stock, no par value. On December 31, 1998, there were no
shares of either class of preferred stock outstanding. The shares of each class
of preferred stock may be issued from time to time by the Board of Directors in
one or more series, and the variations, relative rights and preferences as
between different series of each class may be fixed and determined by resolution
of the Board of Directors with respect to the rate of dividend, redemption,
liquidation payments, sinking fund provisions and conversion.
VOTING RIGHTS
The holders of the Company's Common Stock are entitled to one vote for each
share of Common Stock held. Holders of Common Stock have cumulative voting
rights in the election of directors.
A holder of Class A voting preferred stock would be entitled to voting
rights equivalent to those of a holder of Common Stock, including one vote per
share on matters submitted to a vote at a meeting of stockholders and cumulative
voting in the election of directors. A holder of Class B non-voting preferred
stock would have no voting rights as a holder of such stock, except as
specifically required by law.
DIVIDEND RIGHTS
The holders of Common Stock are entitled to receive such dividends as may
be declared, from time to time, by the Board of Directors out of funds legally
available therefor. Substantially all of the funds available to the Company
for payment of dividends on the Common Stock are derived from dividends paid by
Bank. The payment of dividends by the Company is subject to the restrictions of
Mississippi law applicable to the declaration of dividends by a business
corporation. Under such provisions, no distribution may be made if, after giving
it effect (1) the Company would not be able to pay its debts as they become due
in the usual course of business; or (2) the Company's total assets would be less
than the sum of its total liabilities plus the amount that would be needed, if
the Company were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of stockholders whose preferential rights
are superior to those receiving the distributions.
The holders of Class A voting preferred stock and Class B non-voting
preferred stock would be entitled to receive fully cumulative dividends, when
and as declared by the Board of Directors, payable at periods fixed by the Board
of Directors at the rates specified in the issuing resolution of the Board of
Directors for the particular series thereof, and no more, before any dividend
could be paid or set apart for payment upon the Common Stock.
Additionally, the Federal Reserve, in its Policy Statement on Cash
Dividends Not Fully Covered by Earnings, has stated that bank holding companies
should not pay dividends except out of current earnings and unless the
prospective rate of earnings retention by the holding company appears consistent
with its capital needs, asset quality and overall financial condition.
PREEMPTIVE RIGHTS
The holders of Common Stock do not have any preemptive or preferential
right to purchase or to subscribe for any additional shares of Common Stock that
may be issued.
<PAGE>
FULLY PAID AND NONASSESSABLE
The shares of Common Stock presently outstanding are, and those shares of
Common Stock to be issued in connection with the Offering will be when issued,
fully paid and nonassessable. Such shares do not have any redemption provisions.
CUMULATIVE VOTING
The Company's Bylaws provide that in the election of directors, each
shareholder entitled to vote has the right to vote in person or by proxy the
number of shares owned by him for as many persons as there are directors to be
elected for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principle among any number of candidates.
LIQUIDATION RIGHTS
In the event of liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary, the holders of Common Stock will be entitled
to share ratably in any of the net assets or funds which are available for
distribution to stockholders after the satisfaction of all liabilities or after
adequate provision is made therefor and after payment of any preferences on
liquidation of preferred stock, if any.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
The Company's Articles and Bylaws provide for indemnification by the
Company, to the fullest extent permitted by the Mississippi BCA, of directors,
officers, employees and agents for expenses, judgments, fines and amounts paid
in settlement by such persons.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
TRANSFER AGENT AND REGISTRAR
The registered transfer agent and registrar for the Common Stock is
Registrar and Transfer Company, Cranford, New Jersey.
CHANGES IN CONTROL
Certain provisions of the Company's Articles and Bylaws may have the effect
of preventing, discouraging or delaying any change in the control of the
Company. The classification of the Board of Directors would delay any attempt by
dissatisfied stockholders or anyone who obtains a controlling interest in the
Common Stock to elect a new Board of Directors. The classes serve staggered
three year terms so that one-third of the directors are elected each year. These
staggered terms of service may make it more difficult for the Company's
stockholders to effect a change in the majority of the Company's directors,
because replacement of a majority of the directors will normally require two
annual meetings of stockholders. Accordingly, this provision also may have the
effect of discouraging hostile attempts to gain control of the Company.
The Articles contain in Article Nine provisions regarding the vote required
to approve certain business combinations or other significant corporate
transactions involving the Company and a substantial stockholder. Mississippi
law generally requires the affirmative vote of the holders of a majority of
shares entitled to vote at a meeting to approve a merger, consolidation or
<PAGE>
dissolution of the Company or a disposition of all or substantially all of the
Company's assets. The Articles require the affirmative vote of 80% of the total
number of votes entitled to be cast to approve these and other significant
corporate transactions ("business combinations") if an "Interested Stockholder"
(as defined) is a party to the transaction or its percentage equity interest in
the Company will be increased by the transaction. A majority of the "Continuing
Directors" (as defined) of the Board of Directors may, in all such cases,
determine not to require such 80% affirmative vote. The required 80% approval of
any such business combination includes all votes entitled to be cast with
respect to voting shares not beneficially owned by any Interested Stockholder.
In addition, such 80% affirmative vote will not be required if certain price
criteria and procedural requirements are satisfied.
An "Interested Stockholder" generally is defined under Article Nine as the
"beneficial owner" of 10% or more of the outstanding shares of stock of the
Company entitled to vote generally in the election of directors ("voting
shares"). "Beneficial ownership" generally is defined in accordance with the
definition of beneficial ownership in Rule 13d-3 under the Securities Exchange
Act of 1934 and includes all shares to which the Interested Stockholder in
question has sole or shared voting or investment power. However, for purposes of
Article Nine, an Interested Stockholder is also deemed to own beneficially
shares owned, directly or indirectly, by an "Affiliate" or "Associate" (each as
defined in paragraph (C)(7) of Article Nine) of the Interested Stockholder, as
well as (1) shares of which it or any such Affiliate or Associate has a right to
acquire, (2) shares issuable upon the exercise of options or rights, or upon
conversion of convertible securities, held by the Substantial Stockholder and
(3) shares beneficially owned by any other person with whom the Substantial
Stockholder or any of his Affiliates or Associates acts as a partnership,
syndicate or other group pursuant to an agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of shares of capital
stock of the Company.
A "business combination" subject to Article Nine includes: a merger or
consolidation involving the Company or any of its subsidiaries and an Interested
Stockholder; a sale, lease or other disposition of a "substantial part" of the
assets of the Company or any of its subsidiaries (that is, assets constituting
in excess of 5% of the book value of the total consolidated assets of the
Company) to an Interested Stockholder; an issuance of equity securities of the
Company or any of its subsidiaries to an Interested Stockholder for
consideration aggregating 5% of the shareholders' equity; a liquidation or
dissolution of the Company (if, as of the record date for the determination of
stockholders entitled to vote with respect thereto, any person is an Interested
Stockholder); and a reclassification or recapitalization of securities
(including any reverse stock split) of the Company or any of its subsidiaries or
a reorganization, in any case having the effect, directly or indirectly, of
increasing the percentage interest of an Interested Stockholder in any class of
equity securities of the Company or such subsidiary.
A "Continuing Director" is defined as one serving as a director, or one
elected or appointed prior to the time the Interested Stockholder in question
acquires such status, or one designated as a Continuing Director (prior to his
initial election or appointment) by a majority of the whole Board of Directors,
but only if a majority of the whole Board shall then consist of Continuing
Directors, by a majority of the then Continuing Directors.
Under those circumstances in which Article Nine would apply, a minority of
the Company's stockholders may prevent the consummation of a transaction favored
by a majority of stockholders. As a practical matter, the requirement of an 80%
vote may also mean that the type of business combination to which Article Nine
is addressed might not be accomplished by the controlling entity while there
remains any widely dispersed public market in the Company's voting shares. All
directors and officers as a group may be deemed to beneficially own, as of
December 31, 1998, approximately 27.9% of the outstanding Common Stock,
excluding shares to which beneficial ownership is disclaimed. Thus, management
and these persons could themselves, by failing to vote, defeat such a proposed
transaction. Article Nine may deter unsolicited tender offers for the Company,
even if such tender offers are favored by and beneficial to the holders of a
majority of the Company's shares. The Board of Directors has no knowledge of any
proposed tender offer for the Company or other acquisition offer.
Article Nine may not be amended or repealed without the affirmative vote of
80% or more of the votes entitled to be cast by all holders of voting shares
(which 80% vote must also include the affirmative vote of a majority of the
votes entitled to be cast by all holders of voting shares not beneficially owned
by any Interested Stockholder).
<PAGE>
Article Seven of the Articles provides that the number of directors which
shall constitute the whole Board of Directors shall be fixed from time to time
by Bylaw adopted by a majority of the Board of Directors (but in no event less
than nine). This provision enables the Board of Directors to increase the size
of the Board during the period between annual meetings of stockholders to
accommodate the inclusion of persons it concludes would be valuable additions to
the Board. It also enables the Board to decrease the number of directorships in
order to respond to circumstances under which the Board deems a lower number of
directors to be desirable, such as when a director unexpectedly dies or resigns
and a qualified candidate to replace the departing director is not immediately
available. It should be noted that, under the Mississippi BCA, the Board may
only increase or decrease by 80% or less the number of directors last approved
by the stockholders; the stockholders must approve any proposal by the Board to
increase or decrease by more than 30% the number of directors last approved by
the stockholders.
Article Seven of the Articles also provides that (1) vacancies occurring on
the Board of Directors may be filled only by the shareholders at an Annual
Meeting, (2) directors may be removed with or without cause only by the holders
of 80% of the shares eligible to vote and no individual director may be removed
if the number of votes cast against removal would be sufficient to elect the
director if such shares were voted cumulatively, and (3) Article Seven may not
be amended or repealed without the approval of the holders of 80% of the
outstanding Common Stock.
These provisions may have the effect of making it more difficult for
stockholders to replace or add directors, or to otherwise influence actions
taken by directors, which may discourage attempts to acquire control of the
Company which may (or may not) be in the best interests of the majority of the
stockholders.
LEGAL OPINION
The validity of the shares of the Company Common Stock offered hereby will
be passed upon for the Company by Watkins Ludlam Winter & Stennis, P.A. of
Jackson, Mississippi.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1998
and 1997, and for each of the years in the three-year period ended December 31,
1998, have been incorporated by reference in the Prospectus and in the
Registration Statement have been examined by Shearer Taylor & Co., P.A.,
independent certified public accountants whose report thereon is incorporated by
reference in the Annual Report on Form 10-K for the year ended December 31, 1998
and have been incorporated herein by reference in reliance upon the report of
Shearer Taylor & Co. P.A. given, and upon the authority of said firm as experts
in accounting and auditing.
<PAGE>
APPENDIX A
FIRST M & F CORPORATION
DIVIDEND REINVESTMENT STOCK PURCHASE PLAN
APRIL 20, 1999
The purpose of this Dividend Reinvestment Stock Purchase Plan ("Plan") of
First M & F Corporation. is to provide the holders of record of the common stock
("Common Stock") of First M & F Corporation ("Company") with a simple and
convenient method of investing cash dividends and optional cash payments in
shares of the Common Stock of the Company. The Plan is set forth in the
following terms and conditions:
1. Holders of record of 100 or more shares of Common Stock of the Company
are eligible to enroll in the Plan. Beneficial owners of Common Stock
whose shares are held for them in registered names other than their
own, such as in the names of brokers, bank nominees or trustees,
should, if they wish to participate in the Plan, either arrange for
the holder of record to join the Plan or have the shares they wish to
enroll in the Plan transferred to their own names.
2. An eligible holder of record of Common Stock may elect to become a
participant in the Plan ("Participant") by returning to Registrar and
Transfer Company, a properly completed Authorization Card in the form
attached herewith. The completed Authorization Card appoints the Agent
as agent for the Participant and:
a. authorizes the Company to pay to the Agent for the Participant's
account all cash dividends payable on the Common Stock which the
Participant has enrolled in the Plan.
b. Authorizes the Agent as agent to retain for credit to the
Participant's account any cash dividends and any shares of Common
Stock distributed as a non-cash dividend or otherwise on the
shares of Common Stock purchased pursuant to the Plan ("Plan
Shares") and credited to the Participant's account and to
distribute to the Participant any other non-cash dividend paid on
such Plan Shares; and
c. Authorizes the Agent as agent to apply such cash dividends and/or
any optional cash payments made by the Participant pursuant to
Paragraph 5 of the Plan to the purchase of shares of Common Stock
in accordance with the terms and conditions of the Plan.
3. After receipt of the properly completed Authorization Card, the Agent
will open an account under the Plan as agent for the Participant and
will credit to such account:
a. all cash dividends received by the Agent from the Company on
shares of Common Stock registered in the Participant's name and
enrolled in the Plan by the Participant, commencing with the
first such dividends paid after receipt of the Authorization
Card by the Agent, provided that the Authorization Card is
received at least 5 business days prior to the record date of the
dividend;
b. all optional cash payments received from the Participant pursuant
to Paragraph 5 of the Plan;
c. all full or fractional Plan Shares purchased for the
Participant's account after making appropriate deduction for the
purchase price of such shares;
d. all cash dividends received by the Agent on any full or
fractional Plan Shares credited to the Participant's account;
e. any shares of Common Stock distributed by the Company as a
dividend or otherwise on Plan Shares credited to the
Participant's account; and
f. any shares of Common Stock transferred by the Participant
pursuant to Paragraph 11 of the Plan.
4. Cash dividends credited to a Participant's account will be commingled
with the cash dividends credited to all accounts under the Plan and
will be applied to the purchase of shares of Common Stock of the
Company. The price at which the Agent shall be deemed to have acquired
shares for the Participant's account shall be the average price of all
shares purchased by the Plan Administrator for all Participants with
the proceeds of a single cash dividend in the open market. If the
<PAGE>
Agent purchases newly issued shares directly from the Company, the
purchase price at which the Agent shall be deemed to have acquired the
shares shall be the listed ask price as reported by the exchange on
which the shares are traded on the investment date. If the Company
elects to sell shares to the Agent, it must notify the Agent of its
election to do so at least 10 days prior to the investment date. A
Participant's account will be credited with fractional shares computed
to four (4) decimal places. The Agent will make every reasonable
effort to reinvest all dividends promptly after receipt and in no
event later than 30 days after such receipt except where, in the
opinion of the Agent's counsel, such investments are restricted by any
applicable state or federal securities law. All dividends will be held
pending investment in a non-interest bearing account maintained by the
Agent.
5. The Participant may at any time deposit with the Agent for credit to
his account optional cash payments in amounts not less than $50 and
not to exceed $5,000 per quarter. Each optional cash payment must be
accompanied by the Stock Purchase Form furnished by the Agent. The
Agent will commingle the funds credited to a Participant's account
with optional cash payments credited to all accounts under the Plan
and will apply such funds to the purchase of shares of Common Stock.
Optional cash payments will be invested each month. Optional cash
payments received later than 5 days prior to the regular monthly
investment date will be invested at the next monthly investment date.
Pending investment, all optional cash payments will be held in a
non-interest bearing account maintained by the Agent. Any description
on the Plan distributed to Participants will advise that Participants
may therefore wish to delay transmittal of optional cash payments
until shortly before the regular monthly investment date.
A Participant may obtain a refund of his uninvested optional cash
payment upon written request to the Agent received not less than 2
business days prior to the time when such optional cash payment would
otherwise be applied to the purchase of Plan Shares.
6. Temporary curtailment or suspension of purchases or sales of Common
Stock may be made at any time when such purchases or sales would in
the Bank's judgment contravene, or be restricted by applicable
regulations, interpretations or orders of the Securities and Exchange
Commission any other governmental commission, agency or
instrumentality, any court, securities exchange or the National
Association of Securities Dealers, Inc. The Bank will not be
accountable, or otherwise liable, for failure to make purchases or
sales at such times and under such circumstances. If for any reason
the Agent is precluded from acquiring shares of the Company's Common
Stock for 30 consecutive days the Agent shall remit all cash in the
Participant's account to the Participant promptly after such 30th day.
7. The Agent will mail to each Participant as soon as practicable after
the end of each calendar quarter a statement confirming each purchase
of Common Stock made for his account.
8. The Agent may hold the Plan Shares of all Participants together in its
name or in the name of its nominee. No certificates will be delivered
to a Participant for Plan Shares except upon written request or upon
termination of the account. A Participant may request certificates for
any full shares credited to his account at any time. No certificates
will be delivered for fractional shares. Accounts under the Plan will
be maintained in the name in which the Participant's certificates are
registered when the Participant enrolls in the Plan, and certificates
for full shares will be similarly registered when issued to the
Participant. Certificates will be registered and issued in names
other than the account name, subject to compliance with any applicable
laws and payment by the Participant of any applicable fees and taxes,
provided that the Participant makes a written request therefor in
accordance with the usual requirements of the Company for the
registration of a transfer of the Common Stock of the Corporation.
<PAGE>
9. It is understood that the automatic reinvestment of dividends does not
relieve the Participant of any income tax which may be payable on such
dividends. The Agent will comply with all applicable Internal Revenue
Service requirements concerning the filing of information returns for
dividends credited to each account under the Plan, and such
information will be provided to the Participant by a duplicate of that
form or in a final statement of account for each calendar year. With
respect to Participants whose dividends are subject to Federal income
tax withholding, the Agent will comply with all applicable Internal
Revenue Service requirements concerning the amount of tax to be
withheld, which will be deducted from the dividends prior to
investment.
10. The Agent will forward, as soon as practicable, any proxy solicitation
materials to the Participant. The Agent will vote any full and/or
fractional Plan Shares that it holds for the Participant's account in
accordance with the Participant's directions. If a Participant does
not return a properly completed and signed proxy the Agent will not
vote such shares.
11. A Participant may transfer any issued shares of Common Stock held of
record in the Participant's name to the Agent or its nominee, and such
shares will be held by the Agent for the Participant's account as Plan
Shares subject to the terms and conditions of this Plan.
12. A Participant may terminate his account at any time by giving a
written notice of termination to the Agent. Any such notice of
termination received by the Agent less than 5 business days prior to a
dividend record date will not become effective until dividends paid on
the dividend payment date have been invested. The Agent may terminate
a Participant's account by mailing a 30-day written notice of
termination to the Participant at his last address of record with the
Agent. Upon termination, the Participant may elect in writing to
receive certificates representing the full Plan Shares credited to his
account and cash in lieu of fractional shares or he may elect in
writing to receive cash for all the full and fractional Plan Shares
credited to his account. If no written election is made at the time
the Agent receives the written notice of termination from the
Participant or prior to expiration of the 30-day notice period when
the Agent terminates a Participant's account, certificates will be
issued for all full Plan Shares and the Participant will receive cash
for any fractional shares.
If a Participant elects to receive cash for the Plan Shares credited
to his account, the Agent, as the Participant's agent, will, as soon
as practicable after receipt of a written request, sell such Plan
Shares and deliver to him the proceeds of such sale, less any
brokerage commissions and any other costs of sale. Any full shares and
fractional interests in shares may be aggregated and sold with those
of other terminating Participants. The proceeds of each Participant,
in such case, will be the average sales price of all shares so
aggregated and sold, less his pro rata shares of any brokerage
commissions and other costs of sale.
In all terminations, fractional interests held in the Participant's
account and not otherwise aggregated and sold will be paid for in cash
at a price deemed to be the closing sale price per share of the
Company's Common Stock as reported by the principal stock exchange or
other appropriate market as determined by the Agent, on which the
stock is traded on the date of receipt by the Agent of the notice of
termination or, if the stock is not traded on the date of such
receipt, such closing sale price on the next prior date that it was so
traded.
13. If at any time a Participant ceases to be a record holder of Common
Stock other than by transfer of shares to the Agent to be held for his
account pursuant to Paragraph 11, the Agent, in its discretion, may
mail a written notice to such Participant requesting instructions as
to the disposition of stock in the Participant's account under the
Plan. If within 30 days of mailing such notice the Agent does not
receive instructions from the Participant, the Agent may, in its
discretion, terminate the Participant's account.
<PAGE>
14. The Participant shall notify the Agent promptly in writing of any
change of address. Notices or statements from the Agent to the
Participant may be given or made by letter addressed to the
Participant at his last address of record with the Agent and any such
notice or statement shall be deemed given or made when received by the
Participant or 5 days after mailing, whichever occurs earlier.
15. The Participant shall not sell, pledge, hypothecate, assign, or
transfer any Plan Shares held for his account by the Agent, nor shall
the Participant have any right to draw checks or drafts against his
account. The Agent has no obligation to follow any instructions of the
Participant with respect to the Plan Shares or any cash held in his
account except as expressly provided under the terms and conditions of
the Plan.
16. The Company will either pay directly or reimburse the Agent for the
costs of administering the Plan, including but not limited to, the
costs of purchasing fractional shares, the costs of printing and
distributing Plan literature to record holders of Common Stock,
forwarding proxy solicitation materials to Participants, and mailing
confirmations of account transactions, account statements, and other
notices to Participants and reasonable clerical expenses associated
therewith.
17. Neither the Agent nor its nominee(s) shall be liable hereunder for any
act or omission to act by the Company, and neither the Company nor the
Agent or its nominee(s) shall be liable hereunder for any action taken
in good faith or for any good faith omission to act, including,
without limitation, any claims of liability (a) arising out of failure
to terminate the Participant's account upon the Participant's death
prior to receipt of written notice of such death accompanied by
documentation satisfactory to the Agent; or (b) with respect to the
prices at which Plan Shares are either purchased or sold for the
Participant's account or the timing of, or terms on which, such
purchases or sales are made; or (c) for the market value or
fluctuations in market value after purchase of Plan Shares credited to
the Participant's account. The Company further agrees to indemnify and
hold harmless the Agent and its nominee(s) from all taxes, charges,
expenses, assessments, claims, and liabilities, and any costs incident
thereto, arising under federal or state law from the Agent's or the
Company's acts or omissions to act in connection with this Plan;
provided that neither the Agent nor its nominee(s) shall be
indemnified against any liability or costs incident thereto arising
out of the Agent's or its nominee's own willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties under
this Plan.
18. It is understood that all purchases of Common Stock pursuant to the
Plan will be made by the Agent as the independent agent of the
Participant and that neither the Company nor any of its affiliates
shall have any authority or power to direct the time and price at
which securities may be purchased pursuant to the Plan, the amount of
securities to be purchased, or to direct the selection of any broker
or dealer through whom purchases are to be made.
19. The Agent or the Company may terminate or suspend the Plan at any time
by written notice to the Participants. The terms and conditions of
this Plan may be amended by the Agent, with the concurrence of the
Company, at any time by mailing of an appropriate notice at least 30
days prior to the effective date thereof to the Participant at his
last address of record with the Agent. No waiver or modification of
the terms or conditions of the Plan shall be deemed to be made by the
Agent unless in writing signed by an authorized representative of the
Agent, and any waiver or modification shall apply only to the specific
instance involved. The Company has the authority to amend this Plan by
mailing an appropriate notice at least 30 days prior to the effective
date of such amendment to the Participant at his last address of
record with the Agent. It is understood, however, that such amendments
as may be required from time to time due to changes in or new rules
and regulations under the federal or state securities laws may be made
by the Agent prior to notice to each Participant.
20. The Company and the Agent have the authority to interpret and regulate
the Plan as may be necessary or desirable in connection with the
operation of the Plan. Any such interpretation or regulation will be
final. This Plan, the Authorization Card incorporated herein and made
by this reference a part of this Plan, and the accounts of
Participants maintained by the Agent under this Plan shall be governed
by and construed in accordance with the laws of the State of
Mississippi.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee $ 876
Accountants' Fee* 500
Printing Fees* 1,000
Miscellaneous Expenses* 500
Legal Fees* 6,000
======
Total* $8,876
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles provide for indemnification to the fullest extent
allowed by law. The Articles of the Company provide in Article Eleven certain
provisions regarding the extent to which the Company will provide
indemnification of and advancement of expenses to its Directors, officers,
employees and agents as well as persons serving at the request of the Company as
a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust employee benefit plan or other enterprise (collectively
referred to as "Eligible Persons").
The Company's Bylaws currently contain a provision requiring the Company to
indemnify any Director, officer, employee or agent who is made a party or
threatened to be made a party to any threatened, pending or completed claim,
action, suit or proceeding, other than an action by or in the right of the
Company, by reason of the fact that such person is or was a Director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Director, officer, partner, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
reasonably incurred expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, but only if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, in criminal actions, he had no reasonable cause to believe his
conduct was unlawful.
Unless limited by its Articles of Incorporation the Mississippi BCA mandates
that First M&F indemnify any Director who is successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party, against
reasonable expenses incurred by him in connection with the proceeding (the
"Mandatory Provision"). The Mississippi BCA permits the Company to indemnify a
Director who is made a party to a proceeding against liability (including
reasonable expenses) incurred in connection with such proceeding provided (1)
the Director's conduct was in good faith, (2) in the case of conduct in his
official capacity, the Director reasonably believed his conduct was in the best
interests of the Company , (3) in the case of conduct not in his official
capacity, the Director reasonably believed his conduct was not opposed to the
best interests of the Company, (4) in the case of any criminal proceeding, the
Director had no reasonable cause to believe that his conduct was unlawful, (5)
in the case of claims by or in the right of the Company, the Director is not
adjudged liable to the Company, and (6) in the case of third-party claims, the
Director is not adjudged liable on the basis that he derived an improper
personal benefit (the "Permissive Provision"). Statutory indemnification is
permitted under the Permissive Provision, however, only if indemnification is
authorized in a specific case after a determination is made by the Board of
Directors (by majority vote of a quorum consisting of directors not at the time
parties to the proceeding), by a majority of a special committee of
disinterested directors (if such quorum of directors is unobtainable), by
special legal counsel or by the shareholders (a "Disinterested Party"), that the
director has met the applicable standard of conduct. The Mississippi BCA also
provides that unless the Company's Articles of Incorporation provide otherwise,
a court may order indemnification of a director even if it finds he has not met
the applicable standard of conduct, or in the case of third-party claims,
involving action where the director acted within or without of his official
<PAGE>
capacity, the director is adjudged liable on the basis that he derived an
improper personal benefit, the director was adjudged liable to the Company in a
proceeding by or in the right of the Company, if the court determines that the
director is reasonably entitled to indemnification in view of all the relevant
circumstances; provide, however, that if the director was adjudged liable to the
Company, his indemnification is limited to reasonable expenses. The Mississippi
BCA permits the Company to pay for or reimburse the reasonable expenses incurred
by a director in advance of final disposition of the proceeding, provided the
director affirms that he reasonably believes he has met the applicable standard
of conduct, the director agrees to repay the advance if it is ultimately
determined that he did not meet the standard of conduct, and a determination is
made by a Disinterested Party that the facts then known to the person(s) making
the determination would not preclude indemnification. The Mississippi BCA also
permits the Company to indemnify officers, employees and agents of the Company
to the same extent permitted for directors. Finally, the Mississippi BCA allows
indemnification beyond the scope of the Amended and Restated Mandatory and
Permissive Provisions.
Article Eleven of the Company's Articles of Incorporation does not limit the
applicability of the indemnification provisions contained in the Mississippi BCA
and, as permitted by the Mississippi BCA, requires the Company to indemnify
Eligible Persons beyond the scope of such provisions. The Company must indemnify
an Eligible Person, despite the fact that such person has not met the standard
of conduct set forth in the Permissive Provision or would be disqualified for
indemnification under the Permissive Provision because such person was either
found liable to the Company in a suit brought by or in the right of the Company
or was found liable in a third-party action on the basis that he received an
improper personal benefit, if a determination is made by a Disinterested Party,
or a court, that the act or omissions of the person seeking indemnification did
not constitute gross negligence or willful misconduct. Article Eleven also
provides for mandatory advancement of reasonable expenses to a person seeking
indemnification, without an affirmation by such person that he believes he has
met the applicable standard of conduct, as long as he agrees to repay the
advance if it is ultimately determined that he has not met the standard of
conduct and a Disinterested Party determines that the facts then known to such
Disinterest Party would not preclude indemnification.
Article Eleven further provides that no amendment or repeal of its provisions
maybe applied retroactively with respect to any event that occurred prior to
such amendment or appeal. The effect of such provision is that the protection
of Article Eleven may not be taken away or diminished by an amendment in the
event of a change in control of the Company.
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 such action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, 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 Act and will be governed by the final adjudication of such
issue.
ITEM 16. EXHIBITS
(a) Exhibits
The following exhibits are furnished (or incorporated by reference) as a part
of this Registration Statement:
Exhibit Number Description
-------------- -----------
3.1 Articles of Incorporation of the Company, as amended (*)
3.2 Bylaws of the Company (*)
5 Opinion of Watkins Ludlam Winter & Stennis, P.A. regarding
legality of common stock registered hereby.
23.1 Consent of Shearer Taylor & Co., P.A., independent public
accountants.
23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is
contained in their opinion filed as Exhibit 5 to this
Registration Statement.
24 Power of attorney included as part of signature page.
(*) These documents were filed as Exhibits 3(a), and 3(b) respectively, on Form
S-1 (File No. 33-08751) filed with the Commission on September 15, 1986, and are
hereby specifically incorporated by reference herein.
<PAGE>
ITEM 17. 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 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement 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.
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kosciusko, State of Mississippi on this the 19th
day of April, 1999.
FIRST M&F CORPORATION
Registrant
BY: /s/ Hugh S. Potts, Jr.
---------------------------------------------------
Hugh S. Potts, Jr.
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
constitutes and appoints Scott M. Wiggers (with full power to act alone), his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute and affix his
or her name and signature to and file any and all documents relating to the
registration under the Securities Act of 1933 of shares of the Company Common
Stock for issuance pursuant to the Dividend Reinvestment and Stock Purchase
Plan, and do hereby grant to said attorney, full power and authority to do and
perform each and every act and thing necessary to be done in and about the
premises in order to effectuate such registration as fully to all intents and
purposes as he or she might do personally, and do hereby ratify and confirm all
that said attorney, may lawfully do or cause to be done by virtue hereof. The
documents referred to include a Registration Statement under the Securities Act
of 1933 on Form S-3, and any amendments (including post effective amendments)
thereto, and all documents deemed necessary or desirable by said
attorney-in-fact to be filed with departments or agencies of the several states
regulating the qualification or registration of securities under Blue Sky laws
of said states, together with any and all documents and all exhibits relating to
the registration statement, amendments, or exhibits required to be filed with
any administrative or regulatory agency or authority.
Pursuant to the requirements of the Securities Act of 1933, this to
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ Hugh S. Potts, Jr. Chairman of the Board and April 19, 1999
---------------------------- Director (Principal)
Hugh S. Potts, Jr. Executive Officer)
By: /s/ Scott M. Wiggers President and Director April 19, 1999
----------------------------
Scott M. Wiggers
By: /s/ Robert C. Thompson, III Treasurer (Principal Financial April 19, 1999
---------------------------- and Accounting Officer)
Robert C. Thompson, III
By: /s/ Fred A. Bell Director April 19, 1999
----------------------------
Fred A. Bell
By: /s/ Jon A. Crocker Director April 19, 1999
----------------------------
Jon A. Crocker
By: /s/ Charles T. England Director April 19, 1999
----------------------------
Charles T. England
<PAGE>
By: /s/ Toxey Hall, III Director April 19, 1999
----------------------------
Toxey Hall, III
By: /s/ Barbara K. Hammond Director April 19, 1999
----------------------------
Barbara K. Hammond
By: /s/ J. Marlin Ivey Director April 19, 1999
----------------------------
J. Marlin Ivey
By: /s/ Joseph M. Ivey Director April 19, 1999
----------------------------
Joseph M. Ivey
By: /s/ R. Dale McBride Director April 19, 1999
----------------------------
R. Dale McBride
By: /s/ Susan P. McCaffery Director April 19, 1999
----------------------------
Susan P. McCaffery
By: /s/ Otho E. Pettit, Jr. Director April 19, 1999
----------------------------
Otho E. Pettit, Jr.
By: /s/ Charles W. Ritter, Jr. Director April 19, 1999
----------------------------
Charles W. Ritter, Jr.
By: /s/ W. C. Shoemaker Director April 19, 1999
----------------------------
W. C. Shoemaker
By: /s/ Edward G. Woodard Director April 19, 1999
----------------------------
Edward G. Woodard
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- - -------------- -----------
3.1 Articles of Incorporation of the Company, as amended (*)
3.2 Bylaws of the Company (*)
5 Opinion of Watkins Ludlam Winter & Stennis, P.A. regarding
legality of common stock registered hereby.
23.1 Consent of Shearer Taylor & Co., P.A., independent public
accountants.
23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is
contained in their opinion filed as Exhibit 5 to this
Registration Statement.
24 Power of attorney included as part of signature page.
(*) These documents were filed as Exhibits 3(a) and 3(b) respectively, on Form
S-1 (File No. 33-08751) filed with the Commission on September 15, 1986, and are
hereby specifically incorporated by reference herein.
EXHIBIT 5
[Watkins Ludlam Winter & Stennis, P.A. Letterhead]
April 20, 1999
Board of Directors
First M&F Corporation
221 East Washington
Kosciusko, MS 39090
Gentlemen:
With reference to the registration statement which First M&F Corporation (the
"Company") proposes to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), registering 100,000 common shares (par value $5.00 per share) of the
Company (the "Shares") which may be issued and sold under the Company's Dividend
Reinvestment Stock Purchase Plan (the "Plan"), we are of the opinion that:
(1) The Company is a corporation duly organized and validly existing under the
laws of the State of Mississippi.
(2) All proper corporate proceedings have been taken so that the Shares have
been duly authorized and, upon issuance, in the case of authorized and unissued
shares, and payment therefor in accordance with the Plan and the resolutions of
the Board of Directors of the Company relating to the adoption of the Plan and
the offering and sale of common shares thereunder, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Opinion" in the
Proxy Statement comprising Part I of the Registration Statement.
Sincerely,
WATKINS LUDLAM WINTER & STENNIS, P.A.
EXHIBIT 23.1
We have issued our report dated February 5, 1999, accompanying the consolidated
financial statements of First M & F Corporation incorporated by reference in the
Annual Report of First M & F Corporation on Form 10-K for the year ended
December 31, 1998. We hereby consent to the incorporation by reference of said
report in this Registration Statement on Form S-3 and to the use of our name as
it appears under the caption "Experts."
/s/ Shearer, Taylor & Co.
Jackson, Mississippi
April 20, 1999
