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Registration No. 333-1007
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
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Approximate date of proposed sale to public: From time
to time commencing as soon as possible after the Registration
Statement becomes effective.
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, check the following: X
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following: X
AS FILED WITH SEC ON FEBRUARY 28, 1996
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EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-2 is filed for the sole purpose of filing Exhibits 5 and 23(b).
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
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The expenses to be incurred in the issuance and distribution of the
securities being registered are estimated as follows:
Filing Fee - Securities and Exchange
Commission. . . . . . . . . . . . . . $ 6,897
Registration Fees in States. . . . . . . . 3,000
Legal Fees and Expenses. . . . . . . . . . 15,000
Accounting Fees. . . . . . . . . . . . . . 5,000
Printing Cost. . . . . . . . . . . . . . . 1,000
Advertising. . . . . . . . . . . . . . . . 2,400
Trustee's Fees . . . . . . . . . . . . . . 6,000
Postage and Miscellaneous. . . . . . . . . 2,000
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$41,297
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Item 15. Indemnification of Directors and Officers
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The registrant has, pursuant to the authority granted in Section 14-2-
851 of the Official Code of Georgia Annotated, agreed to indemnify any
officer or director of the registrant against any expenses (including
attorneys' fees), judgements, fines and amounts paid in settlement
actually or reasonably incurred by him in any action, suit or
proceeding brought or threatened to be brought against him by reason of
the fact that he is or was an officer or director of the registrant if
he acted in a manner he reasonable believed to be in or not opposed to
the best interests of the registrant, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Item 16. Exhibits
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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.)
(d) Modification of Indenture dated March 29, 1995.
(Incorporated herein by reference to Exhibit 4(b) to the
registrant's Form 10-K for the year ended December 31,
1994, No. 2-27985.)
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. (Incorporated by reference to Exhibit 10(e) to
the registrant's Registration Statement on Form S-2,
Registration No. 33-56299.)
11. Computation of Earnings per Share is self-evident from the
Consolidated Statement of Income and Retained Earnings in the
Registrant's Annual Report to Security Holders for the fiscal
year ended December 31, 1994. (Incorporated by reference to
exhibit 11 to the registrant's Form 10-K for the year ended
December 31, 1994.)
12. Computation of Ratio of Earnings to Fixed Charges. *
13. (a) Annual Report to securities holders for the year ended
December 31, 1994. (Incorporated by reference to Exhibit 13
to the registrant's Form 10-K for the year ended December 31,
1994, No. 2-27985.)
(b) Form 10-Q for the period ended September 30, 1995.
(Incorporated by reference to registrant's Form 10-Q for the
period ended September 30, 1995, 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 Synovus
Trust Company, Trustee, under the indenture dated as of October 31,
1984 (modified March 29, 1995) between the registrant and Synovus
Trust Company, an affiliate of Columbus Bank and Trust Company. *
25.1-P A copy of the Charter and/or Articles of Incorporation of
the Columbus Bank and Trust Company, (Incorporated by
reference to Exhibit 25.1 of the registrant's Form SE dated
June 8, 1993, filed pursuant to continuing hardship exemption.)
25.1-1 A copy of th Charter and/or Articles of Incorporation of
the Synovus Trust Company. *
25.4-P Copy of the bylaws of Columbus Bank and Trust, 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.)
25.4-1 Copy of the bylaws of Synovus Trust Company, as now in effect.*
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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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toccoa, State of
Georgia, on the February 27, 1996.
1st FRANKLIN FINANCIAL CORPORATION
s/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 amendment to
the registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
s/Ben F. Cheek, III Chairman of the Board; February 27, 1996
- ---------------------- Principal Executive Officer;
Director
s/T. Bruce Childs President February 27, 1996
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s/A. Roger Guimond Principal Financial Officer;
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Officer February 27, 1996
s/Richard Acree Director February 27, 1996
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s/Mrs. Lorene M. Cheek Director February 27, 1996
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s/Jack Stovall Director Feburary 27, 1996
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s/Robert E. Thompson Director February 27, 1996
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EXHIBIT INDEX
Exhibit Number Exhibit
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
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street
Atlanta, Georgia 30308-3212
February 27, 1996
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
(File No. 333-1007)
Gentlemen:
We have acted as counsel to 1st Franklin Financial Corporation, a
Georgia corporation (the "Company"), in connection with certain legal
matters relating to 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
Synovus 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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