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For the quarter ended September 30, 2000 Commission File Number 0-9424 FIRST M & F CORPORATION (Exact name of registrant as specified in its charter) Mississippi 64-0636653 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) Registrant's telephone number: (662) 289-5121 No Change Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 2000 Common stock ($5.00 par value) 4,614,784 shares
FIRST M & F CORPORATION AND SUBSIDIARY FORM 10-Q CONTENTS Page PART I: FINANCIAL INFORMATION 3 Item 1 - Financial Statements (unaudited): Consolidated Statements of Condition 4 Consolidated Statements of Income 5-6 Consolidated Statements of Comprehensive Income 7 Consolidated Statements of Stockholders' Equity 8 Consolidated Statements of Cash Flows 9-10 Notes to Consolidated Financial Statements 11 Independent Accountants' Review Report 12 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 3-15 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 16 PART II: OTHER INFORMATION Item 1 - Legal Proceedings 17 Item 2 - Changes in Securities 17 Item 3 - Defaults upon Senior Securities 17 Item 4 - Submission of Matters to a Vote of Security Holders 17 Item 5 - Other Information 17 Item 6 - Exhibits and Reports on Form 8-K 17 Exhibit 11 - Computation of Earnings Per Share 18 SIGNATURE 19
PART I: FINANCIAL INFORMATION Item 1 - Financial Statements
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Condition (In Thousands, Except Share Data) (Unaudited) September 30, December 31, Assets 2000 1999 (1) Cash and due from banks $ 28,077 $ 42,497 Interest bearing bank balances 3,275 13,611 Federal funds sold 13,500 3,900 Securities available for sale (cost of $276,673 and $306,717) 271,918 299,534 Loans 643,796 608,950 Allowance for loan losses (7,801) (7,629) ---------- ---------- Net loans 635,995 601,321 ---------- ---------- Bank premises and equipment 18,850 18,781 Accrued interest receivable 8,355 7,855 Other real estate 934 1,150 Intangible assets 18,634 17,966 Other asset 14,335 16,422 ---------- ---------- $ 1,013,873 $ 1,023,037 ========= ========= Liabilities and Stockholders' Equity Liabilities: Deposits: Non-interest bearing $ 88,894 $ 87,378 Interest bearing 707,633 702,563 ---------- ---------- Total deposits 796,527 789,941 Federal funds and repurchase agreements 5,967 12,298 Other borrowings 109,341 121,251 Accrued interest payable 6,160 3,956 Other liabilities 3,297 4,914 ---------- ---------- Total liabilities 921,292 932,360 ---------- ---------- Stockholders' equity: Common stock of $5.00 par value. 15,000,000 shares authorized; 4,614,784 and 4,672,662 shares issued and outstanding 23,074 23,363 Additional paid-in capital 33,876 34,845 Retained earnings 39,344 36,969 Net unrealized loss on securities available for sale (3,713) (4,500) ---------- ---------- Net stockholders' equity 92,581 90,677 ---------- ---------- $ 1,013,873 $ 1,023,037 ========= ========= The accompanying notes are an integral part of these financial statements. (1) Derived from audited financial statements.
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Income (In Thousands, Except Share Data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------ 2000 1999 2000 1999 ---- ---- ---- ---- Interest income: Interest and fees on loans $ 13,975 $ 9,888 $ 40,581 $ 28,557 Taxable investments 3,483 2,221 10,829 7,049 Tax exempt investments 704 750 2,122 2,279 Federal funds sold 264 46 572 242 Interest bearing bank balances 120 47 375 160 ------ ------ ------ ------ Total interest income 18,546 12,952 54,479 38,287 ------ ------ ------ ------ Interest expense: Deposits 8,843 5,697 24,909 17,034 Short-term borrowings 48 30 128 107 Other borrowings 1,943 222 5,471 523 ------ ------ ------ ------ Total interest expense 10,834 5,949 30,508 17,664 ------ ------ ------ ------ Net interest income 7,712 7,003 23,971 20,623 Provision for possible loan losses 1,150 641 2,650 1,743 ------ ------ ------ ------ Net interest income after provision for possible loan losses 6,562 6,362 21,321 18,880 ------ ------ ------ ------ Noninterest income: Service charges on deposits 1,728 1,109 4,780 3,086 Credit insurance income 95 87 258 284 Mortgage banking income 129 152 375 499 Agency commission income 810 968 2,320 1,074 Other fee income 102 94 367 331 Gains (losses) on AFS investments - (2) (55) 26 Other income 291 334 874 641 ------ ------ ------ ------ Total noninterest income 3,155 2,742 8,919 5,941 ------ ------ ------ ------
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Income (In Thousands, Except Share Data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ---------------------- ---------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Noninterest expenses: Salaries and employee benefits $ 3,997 $ 3,618 $ 11,689 $ 9,086 Net occupancy expense 462 351 1,305 954 Equipment and data processing expenses 874 704 2,486 1,954 Intangible asset amortization 342 82 1,028 213 Other expenses 1,934 1,587 5,460 4,230 ------ ------ ------ ------ Total noninterest expenses 7,609 6,342 21,968 16,437 ------ ------ ------ ------ Income before income taxes 2,108 2,762 8,272 8,384 Income taxes 591 659 2,424 2,105 ------ ------ ------ ------ Net income $ 1,517 $ 2,103 $ 5,848 $ 6,279 ====== ====== ====== ====== Weighted average shares: Basic 4,616,056 3,708,974 4,640,849 3,663,097 Diluted 4,616,056 3,709,654 4,640,849 3,663,130 ========= ========= ========= ========= Earnings per share: Basic $ 0.33 $ 0.57 $ 1.26 $ 1.71 Diluted 0.33 0.57 1.26 1.71 ==== ==== ==== ==== The accompanying notes are an integral part of these financial statements.
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Comprehensive Income (In Thousands, Except Share Data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------- ------------------- 2000 1999 2000 1999 Net income $ 1,517 $ 2,103 $ 5,848 $ 6,279 ------- ------- ------- ------- Other comprehensive income (loss): Unrealized holding gains (losses) on securities, net of taxes of $1,182 and $(127) for the three months ended September 30, and $448 and $(2,462) for the nine months ended September 30 1,987 (213) 753 (4,140) Plus (minus) reclassification adjustments for (gains) losses included in net income, net of taxes of $0 and $0 for the three months ended September 30 and $21 and $(10) for the nine months ended September 30 - 2 34 (16) ------- ------- ------- ------- Other comprehensive income (loss) 1,987 (211) 787 (4,156) ------- ------- ------- ------- Total comprehensive income (loss) $ 3,504 $ 1,892 $ 6,635 $ 2,123 ======= ======= ======= ======= The accompanying notes are an integral part of these financial statements.
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Stockholders' Equity (In Thousands, Except Share Data) (Unaudited) Additional Common Paid-In Retained Unrealized Stock Capital Earnings Gain (Loss) Total ----- ------- -------- ----------- ----- January 1, 1999 $ 18,199 $ 10,800 $ 32,723 $ 1,789 $ 63,511 Net income - - 6,279 - 6,279 Cash dividends ($.75 per share) - - (2,747) - (2,747) 69,997 common shares issued in acquisition 350 (153) - - 197 1,600 common shares repurchased (8) (47) - - (55) Net change in unrealized gain (loss) - - - (4,156) (4,156) ------- -------- ------ ------- ------- September 30, 1999 $ 18,541 $ 10,600 $ 36,255 $ (2,367) $ 63,029 ======== ======== ======== ======== ======== January 1, 2000 $ 23,363 $ 34,845 $ 36,969 $ (4,500) $ 90,677 Net income - - 5,848 - 5,848 Cash dividends ($.75 per share) - - (3,473) - (3,473) 35,359 common shares issued in acquisition 177 774 - - 951 93,237 common shares repurchased (466) (1,743) - - (2,209) Net change in unrealized gain (loss) - - - 787 787 ------- -------- ------- ------- ------- September 30, 2000 $ 23,074 $ 33,876 $ 39,344 $(3,713) $ 92,581 ======== ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements.
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (In Thousands, Except Share Data) (Unaudited) Nine Months Ended September 30, ---------------------- 2000 1999 ---- ---- Cash flows from operating activities: Net income $ 5,848 $ 6,279 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 2,386 1,252 Provision for possible loan losses 2,650 1,743 Net investment amortization 161 406 (Gain) loss on sales of investments 55 (26) Deferred income taxes (592) (656) (Increase) decrease in: Accrued interest receivable (501) 101 Cash surrender value of bank owned life insurance (425) (342) Increase in: Accrued interest payable 2,204 103 Income taxes payable 2,267 64 Other, net (163) 604 -------- -------- Net cash provided by operating activities 13,890 9,528 -------- -------- Cash flows from investing activities: Purchases of securities available for sale (2,024) (59,333) Sales of securities available for sale 3,800 13,013 Maturities of securities available for sale 28,522 46,172 Net (increase) decrease in: Interest bearing bank balances 10,336 4,554 Federal funds sold (9,600) 18,850 Loans (38,207) (54,861) Bank premises and equipment (1,028) (3,287) Investment in joint venture (260) - Proceeds from sales of other real estate and other repossessed assets 1,056 1,336 Net cash paid for current year acquisitions (465) - Net cash paid related to prior year acquisitions (2,190) - -------- -------- Net cash used in investing activities (10,060) (33,556) -------- -------- (Continued)
FIRST M & F CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (In Thousands, Except Share Data) (Unaudited) Nine Months Ended September 30, ------------------- 2000 1999 ---- ---- Cash flows from financing activities: Net increase (decrease) in: Non-interest bearing deposits $ 1,516 $ (2,864) Interest bearing deposits 4,827 10,793 Securities sold under agreements to repurchase and other short-term borrowings (6,331) 12,871 Proceeds from other borrowings 20,656 18,547 Repayments of other borrowings (33,236) (6,675) Cash dividends (2,209) (2,747) Common shares repurchased (3,473) (55) ------- ------- Net cash provided by (used in) financing activities (18,250) 29,870 ------- ------- Net increase (decrease) in cash and due from banks (14,420) 5,842 Cash and due from banks at January 1 42,497 22,807 ------- ------- Cash and due from banks at September 30 $ 28,077 $ 28,649 ======= ======= The accompanying notes are an integral part of these financial statements.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements of First M & F Corporation include the financial statements of Merchants & Farmers Bank, a wholly owned subsidiary, and the Banks wholly owned subsidiaries, First M & F Insurance Co., M & F Financial Services, Inc., M & F Bank Securities Corporation, Tyler, King & Ryder, Inc., Reynolds Insurance Agency, Inc. and Insurance Services, Inc. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 1999.
Note 2: Statements of Cash FlowsDuring the nine months ended September 30, 2000 and 1999, the Company had the following payments:
2000 1999 ---- ---- Interest $ 28,304 $ 17,561 Income taxes paid 2,450 2,698 Income taxes refunded 2,245 - ===== ====== Note 3: Acquisitions On January 14, 2000, Merchants & Farmers Bank acquired Insurance Services, Inc. by issuing 35,359 shares of First M & F Corporation stock in exchange for all of the shares of Insurance Services, Inc. The acquisition was accounted for as a purchase transaction. Insurance Services, Inc. was an independent insurance agency based in Tupelo, Mississippi. On April 1, 2000, Merchants & Farmers Bank acquired all of the outstanding shares of House of Insurance, Inc. for $230 in cash. The acquisition was accounted for as a purchase. House of Insurance, Inc., based in Tupelo, Mississippi, was merged into Insurance Services, Inc.
We have reviewed the accompanying consolidated statement of condition of First M & F Corporation and subsidiary as of September 30, 2000, and the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2000 and 1999 and the related consolidated statements of stockholders equity and cash flows for the nine-month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Companys management.
We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing standards, the consolidated statement of condition of First M & F Corporation and subsidiary as of December 31, 1999, and the related consolidated statements of income, comprehensive income, stockholders equity and cash flows for the year then ended (not presented herein) and in our report dated January 31, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of condition as of December 31, 1999 is fairly stated, in all material respects, in relation to the consolidated statement of condition from which it has been derived.
Ridgeland, MississippiItem 2: Management's Discussion and Analysis of Financial
Condition and Results
of Operations
The following provides a narrative discussion and analyses of significant changes in the Companys results of operations and financial condition. This discussion should be read in conjunction with the interim consolidated financial statements and supplemental financial data presented elsewhere in this report.
Certain information included in this discussion contains forward looking financial data and information that is based upon managements belief as well as certain assumptions made by, and information currently available to management. Specifically, this discussion includes statements with respect to the adequacy of the reserve for possible loan losses; the effect of legal proceedings against the Companys financial condition, results of operations and liquidity; year 2000 compliance issues; and market risk disclosures. Should one or more of these risks materialize or the assumptions prove to be significantly different, actual results may vary from those estimated, anticipated, projected or expected.
Financial SummaryNet income for the first nine months of 2000 was $5,848,072 or $1.26 per basic and diluted share as compared to $6,279,314 or $1.71 per basic and diluted share for the same period in 1999. The decrease in earnings per share is primarily due to the 1999 fourth quarter acquisition of Community Federal Bancorp as well as narrowing interest margins in 2000. Return on assets for the first nine months of 2000 was .77%, while the return on equity was 8.56%. In the first nine months of 1999, the return on assets was 1.16%, with a return on equity of 13.11%. These comparative ratios are influenced by the purchase accounting adjustments related to the Community Federal acquisition. Total assets at September 30, 2000 were $1.014 billion, as compared to $735.62 million at September 30, 1999.
Net income for the three months ended September 30, 2000 was $1,517,406 or $.33 per share as compared to $2,103,445 or $.57 per share for the same period in 1999. The most significant difference between the two periods was the goodwill amortization in 2000 that was related to the 1999 acquisition.
Asset/Liability Management/LiquidityResponsibility for managing the Companys program for controlling and monitoring interest rate risk and for maintaining income stability, given the Companys exposure to changes in interest rates, is vested in the asset/liability committee. Appropriate policy and guidelines, approved by the board of directors, govern these actions. Monitoring is primarily accomplished through weekly reviews and analysis of asset and liability repricing opportunities, market conditions and expectations for the economy. Cash flow analyses are also used to project short-term interest rate risks and liquidity risks. Management believes, at September 30, 2000, there is adequate flexibility to alter the rate structure as necessary to minimize the exposure to changes in interest rates, should they occur.
The asset/liability committee further establishes guidelines, approved by appropriate board action, by which the current liquidity position of the Company is monitored to ensure adequate funding capacity. Accessibility to local, regional and other funding sources is also maintained in order to actively manage the funding structure that supports the earning assets of the Company. These sources are primarily correspondent banks, the Federal Home Loan Bank and the Federal Reserve.
Net interest income for the first nine months of 2000 was $23.97 million, representing a tax-equivalent net interest margin of 3.60% as compared to 4.43% in the first nine months of 1999. The decrease in the net interest margin was primarily due to a leveraged mortgage-backed securities portfolio that was part of the 1999 acquisition. The approximately $85 million portfolio of mortgage-backed securities, funded by Federal Home Loan Bank advances, was part of a Community Federal program to leverage their capital base. The tax-equivalent net interest margin on the leverage portfolio was .77% for the first nine months of 2000. Excluding the leverage portfolio, the tax equivalent net interest margin for the first nine months of 2000 was 3.88%. The Company came under pricing pressures during 2000 due to the Federal Reserve interest rate increases. This caused the tax-equivalent net interest margin to decrease to 3.46% for the third quarter of 2000 from 3.64% in the second quarter of 2000 and 3.77% in the first quarter of 2000.
Provision for Loan LossesThe provision for loan losses for the first nine months of 2000 was $2,650,000 as compared to $1,742,920 for the first nine months of 1999. This increase is due mainly to the increased size of the loan portfolio. Nonaccrual loans and 90 days past due accruing loans as a percentage of loans outstanding were .53% at September 30, 2000 as compared to .52% at December 31, 1999 and .52% at September 30, 1999. Annualized net charge-offs as a percentage of average loans were .53% for the first nine months of 2000 as compared to .32% for the first nine months of 1999 fiscal year. However, these 2000 charge-off totals include a charge-off on one small business credit of approximately $1 million. Management believes that this is an isolated event, and does not reflect a trend of deterioration in the loan portfolio.
Noninterest IncomeNoninterest income for the first nine months of 2000 was 50.11% higher than in the same period in 1999. The largest increase occurred in agency commissions generated by insurance agencies acquired during the last half of 1999 and the first two quarters of 2000. Deposit service charges also increased by 54.88% in the first nine months of 2000 as compared to the first nine months of 1999. This was primarily due to additional volumes attributable to a new no-fee checking account with overdraft privileges that was introduced in the fourth quarter of 1999.
Noninterest ExpensesNoninterest expenses increased from the first nine months of 1999 to the first nine months of 2000 due to the Community Federal acquisition and the insurance agency acquisitions. Excluding goodwill amortization, noninterest expenses were up by 29.06% in the first nine months of 2000 as compared to the first nine months of 1999. The largest increase was in salaries and benefits, with approximately half of the increase due to the Community Federal acquisition and the other half attributable to the insurance agency acquisitions. Annualized noninterest expenses as a percentage of average assets were 2.89% for the first nine months of 2000 as compared to 3.03% for the first nine months of 1999. The Companys efficiency ratio was 64.08% for the first nine months of 2000 as compared to 58.51% for the first nine months of 1999. Intangible asset amortization was $1,028,277 in 2000 as compared to $212,681 in the first nine months of 1999.
Income taxes for 2000 were $2,424,132 as compared to $2,105,342 in the first nine months of 1999, reflecting effective tax rates of 29.30% for the first nine months of 2000 and 25.11% for the first nine months of 1999. This increase in expense was caused primarily by the non-deductibility of the goodwill amortization for 2000 and the tax attributes brought over in the Community Federal acquisition.
Assets/LiabilitiesAssets were down by .90% from December 31, 1999 and up by 37.83% from September 30, 2000. Loans grew by 5.72% in the first nine months of 2000 as compared to 12.65% in the first nine months of 1999. Investments were down by 9.22% in 2000 as those funds were used to fund loans and to pay down debt. Loan demand and bank competition for commercial loans remained strong in the first nine months of 2000. Loans as a percentage of assets were 63.50% at September 30, 2000 as compared to 59.52% at December 31, 1999 and 63.43% at September 30, 1999.
EquityThe Companys regulatory capital ratios at September 30, 2000, as shown below, are in excess of the minimum requirements and qualify the institution as well capitalized under the risk-based capital regulations.
($ in Thousands) Tier 1 capital $ 76,870 Tier 2 capital 7,801 ======== Total risk-based capital $ 84,671 ======== Risk weighted assets $ 654,475 ========= Total risk-based capital ratio 12.94% ===== Leverage ratio 7.69% ====
The dividend payout ratio for the first nine months of 2000 was 59.52% based upon a dividend of $.75 per share. The book value of the Companys common stock at September 30, 2000 was $20.06, with a traded market value of $18.00 per share.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. This risk of loss can be reflected in either reduced potential net interest income in future periods or diminished market values of financial assets.
The Companys market risk arises primarily from interest rate risk, which the asset/liability management committee monitors and manages on a monthly basis. The committee manages the interest rate risks inherent in the loan, investment, deposit and borrowing portfolios of the Company. The asset/liability management committee determines the risk profile of the Company and determines strategies to maintain interest rate sensitivity at a low level. As of September 30, the institution was in a negative repricing gap position of approximately 2% of assets.
The Company has off balance sheet risks to the extent that it has made lending or investment purchase commitments. Total outstanding, unused loan commitments were $42.82 million with $8.82 million of these commitments maturing in over one year. The Company monitors these commitments with respect to credit quality as well as funding-related risks.
In March, 2000, the Company entered into a collar to protect certain equity investments in Fannie Mae and Freddie Mac stocks. At September 30, the prices of both stocks were within the range delineated by the collar. The collar was designed to lock in losses of approximately $1.3 million on the stocks. The $1.3 million in losses, net of tax benefits of $500 thousand are reflected in unrealized gains and losses on securities available for sale, in the equity section of the balance sheet, at September 30, 2000. The collars will expire in March, 2001.
FIRST M & F CORPORATION PART II: OTHER INFORMATION Item 1 - Legal Proceedings -------------------------- No new legal proceedings occurred in the third quarter. Item 2 - Changes in Securities ------------------------------ None Item 3 - Defaults Upon Senior Securities ---------------------------------------- None Item 4 - Submission of Matters to a Vote of Security Holders ------------------------------------------------------------ None Item 5 - Other Information -------------------------- None Item 6 - Exhibits and Reports on Form 8-K ----------------------------------------- Exhibit 11 - Statement of computation of earnings per share
FIRST M & F CORPORATION Exhibit 11 - Computation of Earnings Per Share ---------------------------------------------- Three Months Ended September 30, -------------------- 2000 1999 ---- ---- Net income $1,517,406 $2,103,445 ========== ========== Weighted average shares outstanding 4,616,056 3,708,974 Add dilutive effect of outstanding options -- 680 --------- --------- Adjusted dilutive shares outstanding 4,616,056 3,709,654 ========= ========= Earnings per share: Basic $ .33 $ .57 Diluted .33 .57 === === Nine Months Ended September 30, --------------------------- 2000 1999 ---- ---- Net income $5,848,072 $6,279,314 ========== ========== Weighted average shares outstanding 4,640,849 3,663,097 Add dilutive effect of outstanding options -- 33 --------- --------- Adjusted dilutive shares outstanding 4,640,849 3,663,130 ========== ========== Earnings per share: Basic $ 1.26 $ 1.71 Diluted 1.26 1.71 ==== ====
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST M & F CORPORATION (Registrant) DATE: November 10, 2000 /s/ Hugh S. Potts, Jr. ---------------------- Hugh S. Potts, Jr. Chairman and Chief Executive Officer DATE: November 10, 2000 /s/ Robert C. Thompson, III --------------------------- Robert C. Thompson, III Executive Vice President and Chief Financial Officer
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