Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period
Commission File Number 0-16362
First Franklin Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1221029
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
401 East Court Street Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (513) 721-1031
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.
Yes [X] NO [ ]
As of March 31, 1996, there were issued and outstanding 1,186,518 shares
of the Registrant's Common Stock.
Transitional Small Business Format (check one)
Yes [ ] NO [X]
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
INDEX
Page No.
Part I Financial Information
Item 1. Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995 ...................... 3
Consolidated Statements of Operations and Retained
Earnings - Three Month Periods ended
March 31, 1996 and 1995 ................................... 4
Consolidated Statements of Cash Flows -
Three Month Periods ended March 31, 1996
and 1995 .................................................. 6
Notes to Consolidated Financial Statements ................ 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 9
Part II Other Information ........................................... 16
Item 5. Press Release Dated March 26, 1996 ............................ 17
Press Release Dated March 27, 1996 ............................ 18
Press Release Dated April 11, 1996 ............................ 19
May 2, 1996 Announcement of Intention to Repurchase Share ..... 20
Page 2
Signatures
<PAGE>
Part I - Item 1.
<TABLE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
Mar 31, 1996 Dec 31, 1995
(Unaudited)
ASSETS
<S> <C> <C>
Cash, including CD's & other interest-earning
deposits of $6,715 and $5,895 at 03/31/96
and 12/31/95, respectively ............................. $ 8,865 $ 8,653
Investment securities
Available-for-sale, at market value
(amortized cost of $19,544 and $18,839, respectively) 19,408 18,762
Mortgage-backed securities
Available-for-sale, at market value
(amortized cost of $17,587 and $18,701, respectively) 17,864 18,964
Held-to-maturity, at amortized cost
(market value of $21,114 and 22,051, respectively) ... 21,708 22,258
Loans receivable, net .................................... 142,369 139,419
Real estate owned, net ................................... 192 0
Stock in Federal Home Loan Bank
of Cincinnati, at cost ................................. 1,661 1,650
Accrued interest receivable .............................. 1,344 1,252
Property and equipment, net .............................. 1,650 908
Other assets ............................................. 1,063 1,729
----- -----
$ 216,124 $ 213,595
========= =========
LIABILITIES
Savings accounts ......................................... $ 187,217 $ 184,574
Borrowings ............................................... 7,315 7,393
Advances by borrowers for taxes
and insurance .......................................... 739 1,207
Other liabilities ........................................ 311 113
--- ---
Total liabilities ................................... 195,582 193,287
------- -------
STOCKHOLDERS' EQUITY:
Preferred stock; $.01 par value per share;
500,000 shares authorized; no shares issued
Common stock; $.01 par value per share;
2,500,000 shares authorized; 1,278,396
shares issued at 03/31/96 and 1,270,164
at 12/31/95 ........................................... 13 13
Additional paid in capital ............................... 5,879 5,838
Treasury stock, at cost- 91,878 shares at
03/31/96 and 12/31/95, respectively ..................... (442) (442)
Unrealized gain on available-for-sale securities,
net of taxes of $48 at 03/31/96 and $63 at 12/31/95 ... 93 122
Retained earnings, substantially restricted .............. 14,999 14,777
------ ------
Total stockholders' equity .......................... 20,542 20,308
------ ------
$ 216,124 $ 213,595
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in Thousands)
<TABLE>
For The Three Months Ended
Mar 31, 1996 Mar 31, 1995
(Unaudited)
<S> <C> <C>
Interest income:
Loans receivable ............................... $2,820 $2,651
Mortgage-backed securities ..................... 657 530
Investment securities .......................... 362 275
--- ---
3,839 3,456
----- -----
Interest expense:
Savings accounts ............................... 2,309 2,012
Borrowings ..................................... 119 18
--- --
2,428 2,030
----- -----
Net interest income ......................... 1,411 1,426
Provision for loan losses ........................ 21 15
-- --
Net interest income after
provision for loan losses ................. 1,390 1,411
----- -----
Noninterest income:
Gain on loans sold ............................. 13 2
Service fees on NOW accounts ................... 48 51
Other income ................................... 65 35
-- --
126 88
--- --
Noninterest expenses:
Salaries and employee benefits ................. 409 416
Occupancy expense .............................. 142 147
Federal insurance premiums ..................... 105 100
Service bureau expense ......................... 69 66
Other expenses ................................. 335 315
--- ---
1,060 1,044
----- -----
Income before federal income taxes ............... 456 455
Provision for federal income taxes ............... 151 151
--- ---
Net Income .................................. $ 305 $ 304
====== ======
</TABLE>
continued
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS, CONTINUED
(Dollars in Thousands Except per Share Data)
<TABLE>
For The Three Months Ended
Mar 31, 1996 Mar 31, 1995
(Unaudited)
<S> <C> <C>
RETAINED EARNINGS-BEGINNING OF PERIOD .......... $ 14,777 $ 13,805
Net income ................................... 305 304
Less: dividends declared ..................... (83) (82)
--- ---
RETAINED EARNINGS-END OF PERIOD ................ $ 14,999 $ 14,027
======== ========
EARNINGS PER COMMON SHARE (in dollars) ......... $ 0.25 $ 0.25
======== ========
DIVIDENDS DECLARED PER
COMMON SHARE (in dollars) ..................... $ 0.07 $ 0.07
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
For The Three Months Ended
Mar 31, 1996 Mar 31, 1995
(Unaudited)
Cash provided by (used in) operating activities:
<S> <C> <C>
Net income .............................................. $ 305 $ 304
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses .......................... 21 15
Depreciation and amortization ...................... 57 51
FHLB stock dividend ................................ (29) (27)
Increase in accrued interest receivable ............ (92) (89)
Decrease in other assets ........................... (112) 230
Increase (decrease) in other liabilities ........... 198 (184)
Other, net ......................................... (257) (396)
Loans sold ......................................... 200 91
Disbursements on loans originated for sale ......... 0 (91)
-- ---
Net cash provided by (used in) operating activities ..... 291 (96)
--- ---
Cash provided by (used in) investing activities:
Loan principal reductions ............................. 8,397 5,845
Disbursements on mortgage and other
loans purchased or originated for investment ....... (11,458) (4,099)
Repayments on mortgage-backed
securities ......................................... 1,651 773
Purchase of available-for-sale investment securities .. (3,199)
Proceeds from the maturity of available-for-sale
investment securities ............................... 2,500
Sale of Federal Home Loan Bank stock .................. 17 109
Capital expenditures .................................. (1) (26)
-- ---
Net cash (used in) provided by investing activities ..... (2,093) 2,602
------ -----
</TABLE>
continued
The accompanying notes are an integral part of the consolidated financial
statements.
Page 6
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Dollars in Thousands)
<TABLE>
For The Three Months Ended
Mar 31, 1996 Mar 31, 1995
(Unaudited)
<S> <C> <C>
Cash provided by (used in)
financing activities:
Net increase (decrease) in passbook accounts
and demand deposits ............................ 418 (5,416)
Proceeds from sales of certificates
of deposit ..................................... 19,259 18,815
Payments for maturing certificates
of deposit ..................................... (17,034) (11,913)
Repayment of borrowed money ...................... (78) (8)
Decrease in advances by borrowers
for taxes and insurance ....................... (468) (428)
Payment of dividends ............................. (83) (82)
--- ---
Net cash provided by financing activities .......... 2,014 968
----- ---
Net increase in cash ............................... $ 212 $ 3,474
Cash at beginning of period ........................ 8,653 2,883
----- -----
CASH AT END OF PERIOD .............................. $ 8,865 $ 6,357
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 7
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of 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. Operating results for the three month
period ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the full year. The December 31, 1995 Balance Sheet data
was derived from audited Financial Statements, but does not include all
disclosures required by generally accepted accounting principles.
Effective January 1, 1996 the Company was required to adopt the following
accounting standards; Statement of Financial Accounting Standards ("SFAS") No.
121 "Accounting for the Impairment of Long Lived Assets and for Long Lived
Assets to be Disposed", SFAS No. 122 "Accounting for Mortgage Servicing
Rights", and SFAS No. 123 "Accounting for Stock Based Compensation". The
adoption of these new accounting standards did not have a significant impact
on the Company's Consolidated Statement of Operations for the three months
ended March 31, 1996.
Page 8
<PAGE>
Part I - Item 2.
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
First Franklin Corporation ("Company") was incorporated under the laws of
the State of Delaware in September 1987 by authorization of the Board of
Directors of the Franklin Savings and Loan Company ("Franklin"). The Company
applied for and received regulatory approval to acquire all the common stock
of Franklin to be outstanding upon its conversion from the mutual to stock
form of ownership. This conversion was completed January 25, 1988.
As a Delaware corporation, First Franklin is authorized to engage in any
activity permitted by Delaware General Corporate Law. As a unitary savings and
loan holding company, First Franklin is subject to examination and supervision
by the Office of Thrift Supervision ("OTS") , although the Company's
activities are not limited by the OTS as long as certain conditions are met.
The Company's assets consist of cash, investment securities and investments in
Franklin and DirectTeller Systems Inc. ("DirectTeller").
Franklin is an Ohio chartered stock savings and loan headquartered in
Cincinnati, Ohio. It was originally chartered in 1883 as the Green Street
Number 2 Loan and Building Company. Franklin operates seven banking offices in
Hamilton County, Ohio through which it offers a wide range of consumer banking
services, including mortgage loans, credit cards, checking accounts, auto
loans, savings and certificate accounts, automated teller machines and a voice
response telephone inquiry system. Franklin has also initated a program to
provide its customers access to mutual funds, annuities and brokerage services
in its offices. The business of Franklin consists primarily of attracting
deposits from the general public and using those deposits, together with
borrowings and other funds, to originate and purchase investments and real
estate loans for retention in its portfolio and sale in the secondary market.
Franklin has one subsidiary, Madison Service Corporation ("Madison").
Madison was formed on February 22, 1972 by Franklin which owns 100% of its
outstanding stock. At the present time, Madison's only activity is the
servicing of a multi-family mortgage loan.
DirectTeller was formed in 1989 by the Company and DataTech Services,
Inc. to develop and market a voice response inquiry system to allow financial
institution customers to access information about their accounts via the
telephone and/or a facsimile machine. The inquiry system is installed at
Intreive, a computer service bureau which specializes in financial
institutions. The system is currently operational at 31 of Intrieve's clients
in 18 states servicing approximately 650,000 accounts. The agreement with
Intrieve gives DirectTeller a percentage of the profits generated by the
inquiry system.
Since the results of operations of Madison and DirectTeller have not been
material to the operations and financial condition of the Company, the
following discussion focuses primarily on Franklin.
Page 9
<PAGE>
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Consolidated Assets increased $2.5 million (1.2%) from $213.6 million at
December 31, 1995 to $216.1 million at March 31, 1996, compared to a $1.9
million (1.0%) increase for the same period in 1995.
Loan disbursements were $11.5 million during the current quarter compared
to $4.2 million during the quarter ended March 31, 1995. During the current
quarter loan sales were $200,000. At March 31, 1996, commitments to originate
mortgage loans or purchase mortgage-backed securities were $1.5 million. At
the same date, $4.0 million of undisbursed loan funds were being held on
various construction loans. Management believes that sufficient cash flow and
borrowing capacity exists to fund these commitments.
Liquid assets increased $917,000 during the three months ended March 31,
1996 to $28.4 million. As reflected in the Statements of Cash Flows, this
increase is the result of $291,000 generated by operating activities and $2.01
million generated by financing activities less the $2.09 million used in
investing activities. At March 31, 1996 liquid assets were 13.1% of total
assets, which was above management's target of 8 %.
The Company's investment and mortgage-backed securities are classified
based on its current intention to hold to maturity or have available for sale,
if necessary. The following table shows the gross unrealized gains or losses
on mortgage-backed securities and investment securities as of March 31, 1996.
During the current quarter, there have been no sales of investments or
mortgage-backed securities. No securities are classified as trading.
Amortized Market Unrealized
Unrealized
Cost Value Gains Losses
(in thousands)
Available-for-sale
Investment securities .............. $19,544 $19,408 $110 $246
Mortgage-backed securities ......... $17,587 $17,864 $283 $ 6
Held-to-maturity
Mortgage-backed securities ......... $21,708 $21,114 $ 0 $594
Page 10
<PAGE>
At March 31, 1996 savings deposits were $187.2 million compared to $184.6
million at December 31, 1995. This is an increase of $2.6 million during the
current quarter. During the three months ended March 31, 1996, core deposits
(transaction and passbook savings accounts) increased $418,000. During the
same period, short term certificates (two years or less) increased $6.7
million and certificates with original terms greater than two years decreased
$4.5 million. Interest of $2.1 million was credited to accounts during the
current quarter. After eliminating the effect of interest credited, savings
increased $500,000 during the three months ended March 31, 1996.
At March 31, 1996 borrowings consisted of $7.3 million in fixed-rate
Federal Home Loan Bank advances at an average cost of 6.48%. All advances are
being amortized monthly.
At March 31, 1996, $1.3 million of assets were classified substandard,
$360,000 classified loss and $2.3 million classified as special mention
compared to $892,000 as substandard, $306,000 as loss and $2.3 million as
special mention at December 31, 1995. Non-accruing and accruing loans
delinquent ninety days or more were $1.0 million at both March 31, 1996 and
December 31, 1995. At March 31, 1996 the Company had identified three
multi-family loans with a carrying value of $169,000 as impaired under
Statement of Financial Accounting Standards No. 114, "Accounting by Creditors
for Impairment of a Loan". A loan is considered impaired when, based on
current information and events, it is probable that the Company will be unable
to collect the scheduled payments of principal and interest when due according
to the contractual terms of the loan agreement.
In management's opinion, adequate reserves are available to protect
against reasonably foreseeable losses that may occur on loans or repossessed
assets. The following table shows the activity that has occurred on loss
reserves during the three months ended March 31, 1996.
(Dollars in Thousands)
Balance at beginning of period $947
Charge offs 0
Additions charged to operations 21
Recoveries 0
----
Balance at end of period $968
Page 11
<PAGE>
The Company continues to enjoy a strong net worth position. At March 31,
1996, net worth was $20.5 million, which is 9.5% of assets. At the same date,
book value per share was $17.31 compared to $16.03 at March 31, 1995. The
following table summarizes, as of March 31, 1996, the regulatory capital
position of our subsidiary, Franklin.
<TABLE>
Capital Standard Actual Required Excess Actual Required Excess
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible ........... $13,882 $3,213 $10,669 6.48% 1.50% 4.98%
Core ............... $13,882 $6,427 $ 7,455 6.48% 3.00% 3.48%
Risk-based ......... $14,439 $7,767 $ 6,672 14.87% 8.00% 6.87%
</TABLE>
The deposit accounts of Franklin and other savings institutions are
insured by the Federal Deposit Insurance Corporation ("FDIC") in the Savings
Association Insurance Fund ("SAIF"). The reserves of the SAIF are below the
level required by law, because a significant portion of the assessments paid
into the fund are used to pay the cost of prior thrift failures. The deposit
accounts of commercial banks are insured by the FDIC in the Bank Insurance
Fund ("BIF"), except to the extent such banks have acquired SAIF deposits. The
reserves of the BIF met the level required by law in May 1995. As a result of
the respective reserve levels of the funds, deposit insurance assessments paid
by healthy savings associations exceed those paid by healthy commercial banks
by approximately $0.235 per $100 in deposits. This premium disparity could
have a negative competitive impact on Franklin Savings and other institutions
in the SAIF.
Congress is considering legislation to recapitalize the SAIF and
eliminate the significant premium disparity. Currently that recapitalization
plan provides for a special assessment of approximately $.85 to $0.90 per $100
of SAIF deposits held at March 31, 1995, in order to increase SAIF reserves to
the level required by law. In addition, the cost of prior thrift failures
would be shared by both the SAIF and the BIF. This would likely increase BIF
assessments by $0.02 to $0.025 per $100 in deposits. SAIF assessments would
initially be set at the same level as BIF assessments and could never be
reduced below that level. These projected assessment levels may change if
commercial banks holding SAIF deposits are provided some relief from the
special assessment or are allowed to transfer to the BIF.
The last part of the recapitalization plan provides for the merger of the
SAIF and BIF on January 1, 1998. However, the SAIF recapitalization
legislation currently provides for the elimination of the thrift charter or of
the separate federal regulation of thrifts prior to the merger of the deposit
insurance funds. If the plan is enacted, Franklin would be regulated as a
bank, and become subject to the more restrictive activity limits imposed on
national banks. The Company would become a bank holding company, which would
subject it to more restrictive activity limits imposed on bank holding
companies and to capital requirements similar to those imposed on Franklin. In
connection with the recapitalization plan, Congress has proposed tax
legislation which would require the Company to recapture the post 1987
additions to its bad debt reserve and would be unable to utilize the
percentage of taxable income method to compute its reserve in the future.
Page 12
<PAGE>
Franklin had $174 million in deposits at March 31, 1995. If the special
assessment is $.85 to $0.90 per $100 in deposits, Franklin will pay an
additional assessment of $1.48 to $1.57 million during 1996. This assessment
should be tax-deductible, but it will reduce earnings and capital. It is
expected that quarterly SAIF assessments would be reduced to approximately
$.06 to $.065 per $100 in deposits.
No assurances can be given that the SAIF recapitalization plan will be
enacted into law or in what form it may be enacted. In addition, the Company
can give no assurances that the disparity between BIF and SAIF assessments
will be eliminated and cannot be certain of the impact of its being regulated
as a bank holding company, Franklin being converted to a bank or the change in
tax accounting for bad debt reserves until the legislation requiring such
changes is enacted.
RESULTS OF OPERATIONS
Net income remained constant at $305,000 ($0.25 per share) for the
current quarter compared to $304,000 ($0.25 per share) for the same quarter in
1995.
Net interest income, before provisions for loan losses, decreased to
$1.41 million for the current quarter compared to $1.43 million during the
same period in 1995. As the tables below illustrate, average interest-earning
assets increased $12.4 million to $207.6 million during the quarter ended
March 31, 1996 from $195.2 million for the year ended December 31, 1995.
Average interest-bearing liabilities increased $10.9 million from $181.2
million for the year ended December 31, 1995 to $192.1 for the current
quarter. Thus, average net interest-earning assets increased $1.5 million. The
interest rate spread (the yield on interest-earning assets less the cost of
interest-bearing liabilities) decreased from 2.50% for the year ended December
31, 1995 to 2.34% for the current three month period. This decrease in the
spread reflects an increase in the cost of funds from 4.95% for the year ended
December 31, 1995 to 5.06% for the quarter ended March 31, 1996 and a decrease
in the yield on interest-earning assets to 7.40% during the current quarter
from 7.45% for the year ended December 31, 1995.
Page 13
<PAGE>
<TABLE>
For the Three Months ended
March 31, 1996
Average
Outstanding Yield/cost
($ in thousands)
<S> <C> <C>
Average interest-earning assets
Loans .......................................... $141,157 7.99%
Mortgage-backed securities ..................... 39,958 6.58%
Investments .................................... 24,829 5.36%
FHLB stock ..................................... 1,654 7.01%
-----
Total ........................................ $207,598 7.40%
--------
Average interest-bearing liabilities
Demand deposits ................................ $ 23,389 2.27%
Savings accounts ............................... 24,648 2.71%
Certificates ................................... 136,722 5.88%
FHLB advances .................................. 7,341 6.48%
-----
Total ........................................ $192,100 5.06%
--------
Net interest-earning assets ......................... $ 15,498 2.34%
========
For the year ended
December 31, 1995
Average
Outstanding Yield/cost
($ in thousands)
Average interest-earning assets
Loans .......................................... $134,910 8.07%
Mortgage-backed securities ..................... 36,664 6.19%
Investments .................................... 22,019 5.82%
FHLB stock ..................................... 1,608 6.78%
-----
Total ........................................ $195,201 7.45%
--------
Average interest-bearing liabilities
Demand deposits ................................ $ 23,950 2.45%
Savings accounts ............................... 25,758 2.78%
Certificates ................................... 128,988 5.82%
FHLB advances .................................. 2,483 6.16%
--------
Total ........................................ $181,179 4.95%
--------
Net interest-earning assets ......................... $ 14,022 2.50%
========
</TABLE>
Page 14
<PAGE>
Noninterest income for the quarter ended March 31, 1996 was $126,000
compared to $88,000 for the same quarter in 1995. The increase in income when
comparing the two periods is the result of increased loan fees due to the
increase in loan disbursements, Madison Service Corporation income and profits
on the sale of loans.
Noninterest expenses were $1.06 million for the current quarter compared
to $1.04 million for the three months ended March 31, 1995. As a percentage of
average assets, this is 1.98% for the current quarter compared to 2.16% for
the first quarter of 1995.
During 1995 the Board of Directors decided to terminate the Company's
defined benefit pension plan effective February 15, 1996. The settlement of
the vested benefit obligation, by lump sum payments to all covered employees,
is expected to be completed late in 1996 or early in 1997. The Company expects
to recognize a settlement loss of approximately $571,000 when the plan's
obligation is settled. The Company anticipates that it will most likely
replace the terminated plan with a defined contribution plan.
Page 15
<PAGE>
PART II
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
Item 1. LEGAL PROCEEDING
There are no material pending legal proceedings to which the
holding company or any subsidiary is a party or to which any
of their property is subject.
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
A. Press Release Dated March 26, 1996
B. Press Release Dated March 27, 1996
C. Press Release Dated April 11, 1996
D. May 2, 1996 announcement that the Company intends
to repurchase up to 5% of its outstanding shares in
the open market.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None
Page 16
<PAGE>
THE FRANKLIN SAVINGS & LOAN COMPANY
401 East Court Street, Cincinnati, Ohio 45202
(513) 721-0808
and
SUBURBAN FEDERAL SAVINGS BANK
10869 Montgomery Road
Cincinnati, Ohio 45242-3367
PRESS RELEASE
For Immediate Release
March 26, 1996
Contact: Thomas H. Siemers, President
The Franklin Savings & Loan Company - (513) 721-0808
Joseph Hutchinson, President
Suburban Federal Savings Bank - (513) 489-4888
FRANKLIN SAVINGS TO ACQUIRE DOWNTOWN
DEPOSITS OF SUBURBAN FEDERAL
The Franklin Savings & Loan Company, Cincinnati, Ohio, the wholly owned
subsidiary of First Franklin Corporation (Nasdaq: FFHS), and Suburban Federal
Savings Bank, Cincinnati, Ohio, the wholly owned subsidiary of Suburban
Bancorporation, Inc. (Nasdaq: SBCN), announced today that they have entered
into a definitive agreement pursuant to which Suburban Federal will transfer
to Franklin Savings the deposits currently maintained by Suburban Federal at
its downtown branch located at 600 Vine Street. After the effective date of
this transfer of deposits, the transferred accounts will be serviced by
Franklin's downtown branch located at 45 East Fourth Street, in the Dixie
Terminal Building, and Suburban Federal will discontinue deposit operations at
its downtown branch.
Under the terms of the agreement, loans secured by the transferred deposits
also will be transferred to Franklin Savings' downtown branch. The deposit
transfer is subject to regulatory approval. Franklin Savings and Suburban
Federal expect the transfer of deposits to occur on or about June 1, 1996.
Depositors with accounts being transferred from Suburban Federal to Franklin
Savings will be notified about the actual date of transfer.
Page 17
<PAGE>
March 27, 1996
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
721-0808
Thomas H. Siemers, President and CEO of First Franklin Corporation, has
announced that the Board of Directors has declared a dividend of $0.07 per
share for the first quarter of 1996. This is the thirtieth straight quarterly
dividend declared by the Board. The quarterly dividend will be payable on
April 15, 1996 to shareholders of record as of April 5.
First Franklin is the parent organization of Franklin Savings, which has seven
offices in Greater Cincinnati.
Page 18
<PAGE>
April 11, 1996
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
721-0808
First Franklin Corporation, the parent of Franklin Savings and Loan Company,
Cincinnati, Ohio announced today earnings of $305,000 ($.25 per share) for the
first quarter of 1996. This compares to earnings of $304,000 ($.25 per share)
for the same period last year.
First Franklin conducts its business through its subsidiary Franklin Savings,
with seven full service offices located in Hamilton County, Ohio.
Page 19
<PAGE>
May 2, 1996
For Immediate Release
Contact: Thomas H. Siemers
President and CEO
at (513) 721-0808
FIRST FRANKLIN CORPORATION ANNOUNCES STOCK
REPURCHASE PROGRAM
Cincinnati, Ohio, May 2, 1996 -- First Franklin Corporation announced its
intention today to repurchase up to 5% of its outstanding shares in the open
market. The shares will be purchased at prevailing market prices from time to
time over the next year depending upon market conditions and other
considerations. The repurchased shares will be held as Treasury stock, making
them available for general corporate purposes including insurance in
connection with the exercise of stock options.
Page 20
<PAGE>
SIGNATURES
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 FRANKLIN CORPORATION
Daniel T. Voelpel
____________________________________
Daniel T. Voelpel
Vice President and
Chief Financial Officer
Date: May 8, 1996
Page 21
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