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Registration No. 33-56299
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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1st FRANKLIN FINANCIAL CORPORATION
A Georgia Corporation I.R.S. Employer No. 58-0521233
213 East Tugalo Street
Post Office Box 880
Toccoa, Georgia 30577
(706) 886-7571
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Agent for Service
A. Roger Guimond
Principal Financial Officer
213 East Tugalo Street
Post Office Box 880
Toccoa, Georgia 30577
Phone No. (706) 886-7571
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Copies to:
Dom H. Wyant
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
Phone No. (404) 581-8075
AS FILED WITH SEC ON NOVEMBER 16, 1994
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
4. (a) The Variable Rate Indenture dated October 31, 1984 between
the registrant and The First National Bank of Gainesville,
Trustee. (Incorporated by reference to Exhibit 4(a) to the
registrant's Registration Statement on Form S-2, Registration
No. 2-94191.)
(b) Form of Variable Rate Subordinated Debenture. (Incorporated
by reference to Exhibit 4(b) to the registrant's Registration
Statement on Form S-2, Registration No. 33-25180.)
(c) Agreement of Resignation, Appointment and Acceptance dated as
of May 28, 1993 between the registrant, the First National
Bank of Gainesville, and Columbus Bank and Trust Company.
(Incorporated herein by reference to Exhibit 4(c) to the
registrant's Post-Effective Amendment No. 1 dated June 8, 1993
to the Registration Statement on Form S-2, Registration No.
33-49151.)
5. Opinion of Counsel.
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10. (a) Credit Agreement dated May, 1993 between the registrant and
SouthTrust Bank of Georgia, N.A. (Incorporated by reference
to Exhibit 10(a) to the registrant's Form 10-K for the year
ended December 31, 1993, No. 2-27985.)
(b) Revolving Credit Agreement dated October 1, 1985 as amended
November 10, 1986; March 1, 1988; August 31, 1989 and May 1,
1990, among the registrant and the banks named therein
(Incorporated by reference to Exhibit 10 to the registrant's
Form SE dated November 9, 1990.)
(c) Fifth Amendment to Revolving Credit Agreement dated April 23,
1992. (Incorporated by reference to Exhibit 10(c) to the
Registrant's Form SE dated November 5, 1992.)
(d) Sixth Amendment to Revolving Credit Agreement dated July 20,
1992. (Incorporated by reference to Exhibit 10(d) to the
Registrant's Form SE dated November 5, 1992.)
(e) Seventh Amendment to Revolving Credit Agreement dated June 20,
1994. *
11. Not applicable due to registrant being a wholly owned subsidiary.
12. Computation of Ratio of Earnings to Fixed Charges. *
13. (a) Annual Report to securities holders for the year ended
December 31, 1993. (Incorporated by reference to Exhibit 13
to the registrant's Form 10-K for the year ended December 31,
1993, No. 2-27985.)
(b) Form 10-Q for the period ended September 30, 1994.
(Incorporated by reference to registrant's Form 10-Q for the
period ended September 30, 1994, No. 2-27985.)
23. (a) Consent of Independent Public Accountants. *
(b) Consent of Counsel (set forth in Exhibit 5).
24. Power of Attorney (Included on signature page hereto).
25. Form T-1 as to the eligiblity and qualification of Columbus
Bank and Trust Company, Trustee, under the indenture dated
as of October 31, 1984 between the registrant and Columbus
Bank and Trust Company. *
25.1-P A copy of the Charter and/or Articles of Incorporation of
the Trustee, (Incorporated by reference to Exhibit 25.1 of
registrant's Form SE dated June 8, 1993, filed pursuant to
continuing hardship exemption.)
25.4-P Copy of the bylaws of Columbus Bank and Trust Company, as now
in effect. (Incorporated by reference to Exhibit 25.4 of the
registrant's Form SE dated June 8, 1993, filed pursuant to
continuing hardship exemption.)
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* Previously filed.
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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-2 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Toccoa, State of
Georgia, on the November 16, 1994.
1st FRANKLIN FINANCIAL CORPORATION
Ben F. Cheek, III
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Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ben F. Cheek, III and A. Roger Guimond, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement and to file the same with all amendments to this
registration statement and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and their
substitutes, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
Ben F. Cheek, III Chairman of the Board; November 16, 1994
- ---------------------- Principal Executive Officer;
Director
T. Bruce Childs President November 16, 1994
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A. Roger Guimond Principal Financial Officer;
- ---------------------- Principal Accounting
Officer November 16, 1994
Richard Acree Director November 16, 1994
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Mrs. Lorene M. Cheek Director November 16, 1994
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Jack Stovall Director November 16, 1994
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Robert E. Thompson Director November 16, 1994
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EXHIBIT INDEX
Page No.in
Sequential No.
Exhibit Number Exhibit System
5. Opinion of Counsel
23.(b) Consent of Counsel (set forth in Exhibit 5).
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Exhibit 5
OPINION AND CONSENT OF COUNSEL
November 16, 1994
1st Franklin Financial Corporation
213 East Tugalo Street
P. O. Box 880
Toccoa, Georgia 30577
Re: 1st Franklin Financial Corporation
Form S-2 Registration Statement filed on November 3, 1994
File No. 33-56299
Gentlemen:
We have acted as counsel to 1st Franklin Financial Corporation, a
Georgia corporation (the "Company"), in connection with the registration
under the Securities Act of 1933 of $20,000,000 of Variable Rate Subordinated
Debentures, Series 1 ("Subordinated Debentures") to be issued pursuant to an
Indenture between the Company and Columbus Bank and Trust Company, as
Trustee, and to be sold by the Company in a public offering pursuant to the
above-referenced registration statement ("Registration Statement").
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion, and based thereupon,
we are of the opinion that the Subordinated Debentures have been authorized,
and when duly executed, authenticated and delivered to and paid for by
the purchasers thereof, will be valid and binding obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement and to the use of our name under the
caption "Legal Opinion" in the Prospectus constituting a part of such
Registration Statement.
Very truly yours,
JONES, DAY, REAVIS & POGUE
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