Registration No. 333-34442
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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: Copy To:
A. Roger Guimond Mark L. Hanson
213 East Tugalo Street Jones, Day, Reavis & Pogue
Post Office Box 880 3500 SunTrust Plaza
Toccoa, Georgia 30577 303 Peachtree Street, N.E.
(706) 886-7571 Atlanta, Georgia 30308-3242
(404) 521-3939
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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_
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following. ___
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2000
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-2 is filed
for the sole purpose of filing Exhibits 5 and 23(b).
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. . . . . . . . . . . . . . . $ 5,280
Registration Fees in States . . . . . . . 1,000
Legal Fees and Expenses . . . . . . . . . 8,500
Accounting Fees . . . . . . . . . . . . . 2,500
Printing Cost . . . . . . . . . . . . . . 500
Advertising . . . . . . . . . . . . . . . 5,000
Trustee's Fees. . . . . . . . . . . . . . 10,600
Postage and Miscellaneous . . . . . . . . 3,500
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Total . . . . . . . . . . . . . . . $36,880
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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), judgments, 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
reasonably 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 Amendment No. 1 dated April 24, 1998 to the
Registration Statement on Form S-2, Registration No. 333-47515.)
(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.)
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(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.)
(f) Merger of 1st Franklin Corporation with 1st Franklin Financial
Corporation Consent, Waiver and Eighth Amendment to Revolving
Credit and Term Loan Agreement. (Incorporated herein by
reference to Exhibit 10(f) from Form 10-K for the fiscal year
ended December 31, 1994.)
(g) Ninth Amendment to Revolving Credit Agreement and Term Loan
Agreement dated June 20, 1996. (Incorporated herein by
reference to Exhibit 10(g) from Form 10-K for the fiscal year
ended December 31, 1996.)
(h) Tenth Amendment to Revolving Credit Agreement and Term Loan
Agreement dated January 23, 1998. (Incorporated herein by
reference to Exhibit 10(h) from the registrant's Form S-2
Registration statement on Form S-2, Registration No. 333-
47515.)
(i) Eleventh Amendment to Revolving Credit Agreement and Term Loan
Agreement dated May 27, 1998. (Incorporated herein by
reference to Exhibit 10(i) from Form 10-K for the fiscal year
ended December 31, 1998.)
(j) Twelfth Amendment to Revolving Credit Agreement and Term Loan
Agreement dated June 30, 1999.*
11. Computation of Earnings per Share can be determined from the
Consolidated Statement of Income and Retained Earnings contained in
the Registrant's Annual Report to Security Holders for the fiscal
year ended December 31, 1999, incorporated herein by reference.*
12. Calculation of Ratio of Earnings to Fixed Charges.*
13. Annual Report to securities holders for the year ended December 31,
1999.*
23. (a) Consent of Independent Public Accountants.*
(b) Consent of Counsel (set forth in Exhibit 5).
24. Power of Attorney.*
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25. Form T-1 as to the eligibility 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 the Charter and/or Articles of Incorporation of the
Synovus Trust Company. (Incorporated by reference to Exhibit
25.1-1 of the registrant's Registration Statement on Form S-2,
Registration No. 333-1007 dated February 29, 1996.)
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.
(Incorporated by reference to Exhibit 25.4-1 of the
registrant's Registration Statement on form S-2, Registration
No. 333-1007 dated February 29, 1996.)
25.6 Consent of Trustee.*
25.7 Call Report of Trustee's affiliate.*
_________________
* Previously filed
Item 17. Undertakings
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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: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement; Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price present no
more than a twenty percent change in maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective statement; (iii) 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; (iv) to file weekly with the Securities and
Exchange Commission a Rule 424(b)(2) prospectus supplement
setting forth the established features (as defined in the
prospectus).
(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.
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(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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required
to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 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 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.
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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
24th day of April, 2000.
1st FRANKLIN FINANCIAL CORPORATION
/s/ Ben F. Cheek, III
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Ben F. Cheek, III
Chairman of the Board
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
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*
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Ben F. Cheek, III Chairman of the Board; April 24, 2000
Principal Executive Officer; --------------
Director
*
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T. Bruce Childs President April 24, 2000
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s/ A. Roger Guimond
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A. Roger Guimond Vice President;
Principal Financial Officer;
Principal Accounting Officer April 24, 2000
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*
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Mrs. Lorene M. Cheek Director April 24, 2000
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*
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Jack Stovall Director April 24, 2000
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*
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Robert E. Thompson Director April 24, 2000
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*By: s/ A. Roger Guimond
Attorney-in-Fact
April 24, 2000
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EXHIBIT INDEX
Exhibit Number Exhibit
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5. Opinion of Counsel.
23.(b) Consent of Jones, Day, Reavis & Pogue (Set forth in
Exhibit 5).
Exhibit 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
April 24, 2000
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. 333-34442
Gentlemen:
We have acted as special counsel to 1st Franklin Financial Corporation, a
Georgia corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of $20,000,000 in
aggregate principal amount of Variable Rate Subordinated Debentures, Series 1
("Subordinated Debentures") to be issued pursuant to an Indenture, dated as of
October 31, 1984, between the Company and First National Bank of Gainesville, as
Trustee, as amended by the Agreement of Resignation, Appointment and Acceptance
dated as of May 28, 1993 among the Company, First National Bank of Gainesville,
and Columbus Bank and Trust Company, and as further amended by the Modification
of Indenture dated as of March 30, 1995 among the Company, Columbus Bank and
Trust Company and Synovus Trust Company, as successor trustee (the "Trustee")
(as so amended and modified, the "Indenture"), and to be sold by the Company
from time to time pursuant to the above-referenced registration statement (the
"Registration Statement").
We have reviewed the Company's Restated Articles of Incorporation and
amendments thereto, the Company's Bylaws and its corporate proceedings as
disclosed by its minute book, the Indenture and the form of Variable Rate
Subordinated Debenture, and have reviewed the Registration Statement. We have
examined such other documents, records and matters of law as we have deemed
necessary for purposes of this opinion, and based thereon and subject to the
satisfaction of the conditions described below, we are of the opinion that:
The Subordinated Debentures have been duly authorized and, when duly
executed, authenticated and delivered to and paid for by the purchasers
thereof in accordance with the provisions of the Indenture, will be valid
and binding obligations of the Company.
This opinion is subject to the satisfaction of the following conditions:
(a) The due execution, authentication and delivery of the Subordinated
Debentures in accordance with the terms of the Indenture and the sale of the
Subordinated Debentures by the Company in accordance with the terms of the
Indenture and in accordance with the authorization of its Board of Directors;
and
(b) The due execution, authentication and delivery of the Subordinated
Debentures to the purchasers thereof and their payment therefor.
We hereby consent to the filing of this opinion as an exhibit to the above-
mentioned Registration Statement and to the reference to our name under the
caption "Legal Opinion" in the Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
