<PAGE> 1
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 31,1998
[ ] 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)
4750 Ashwood Drive Cincinnati, Ohio 45241
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (513) 469-5352
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 31,1998, after adjusting for the three-for-two stock split, there
were issued and outstanding 1,788,043 shares of the Registrant's Common Stock,
Transitional Small Business Format (check one)
Yes [ ] NO [X]
<PAGE> 2
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
INDEX
Page No.
Part I Financial Information
Item 1. Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997 3
Consolidated Statements of Income and Retained
Earnings - Three Month Periods ended
March 31,1998 and 1997 4
Consolidated Statements of Cash Flows -
Three Month Periods ended March 31,1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II Other Information 13
Item 5. Press Release Dated March 24,1998 14
Press Release Dated April 16,1998 15
Item 6. Form 8-K dated April 25,
1998 16
Signatures
<PAGE> 3
Part I - Item 1.
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Mar 31,1998 Dec 31,1997
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Cash, including CD's & other
interest-earning
deposits of $3,450 and $3,380 at 03/31/98
and 12/31/97, respectively $ 6,548 $ 5,990
Investment securities
Available-for-sale, at market value
(amortized cost of $31,687 and
$29,740, respectively) 31,695 29,829
Mortgage-backed securities
Available-for-sale, at market value
(amortized cost of $17,312 and
$18,208, respectively) 17,672 18,755
Held-to-maturity, at amortized cost
(market value of $16,488 and
$17,165, respectively) 16,432 17,158
Loans receivable, net 153,839 152,753
Real estate owned, net 0 0
Stock in Federal Home Loan Bank
of Cincinnati, at cost 1,841 1,809
Accrued interest receivable 1,502 1,433
Property and equipment, net 1,967 1,980
Other assets 844 797
--------- ---------
$ 232,340 $ 230,504
LIABILITIES
Savings accounts $ 204,224 $ 202,206
Borrowings 5,389 5,462
Advances by borrowers for taxes
and insurance 669 1,067
Other liabilities 589 541
--------- ---------
Total liabilities 210,871 209,276
--------- ---------
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; 2,010,876
shares issued at 03/31/98 and 12/31/97,
respectively 13 13
Additional paid in capital 6,190 6,190
Treasury stock, at cost- 222,833 shares at
03/31/98 and 12/31/97, respectively (1,344) (1,344)
Unrealized gain on available-for-sale securities,
net of taxes of $125 at 03/31/98 and
$216 at 12/31/97 243 420
Retained earnings, substantially restricted 16,367 15,949
--------- ---------
Total stockholders' equity 21,469 21,228
--------- ---------
$ 232,340 $ 230,504
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 3
<PAGE> 4
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Dollars in Thousands Except per Share Data)
<TABLE>
<CAPTION>
For The Three Months Ended
Mar 31,1998 Mar 31,1997
----------- -----------
(Unaudited)
<S> <C> <C>
Interest income:
Loans receivable $ 3,047 $ 2,942
Mortgage-backed securities 567 634
Investment securities 589 379
-------- --------
4,203 3,955
Interest expense:
Savings accounts 2,548 2,412
Borrowings 88 103
-------- --------
2,636 2,515
-------- --------
Net interest income 1,567 1,440
Provision for loan losses 32 21
-------- --------
Net interest income after
provision for loan losses 1,535 1,419
-------- --------
Noninterest income:
Gain on loans sold 49 20
Gain on sale of investments 143
Service fees on NOW accounts 55 49
Other income 117 41
-------- --------
364 110
Noninterest expenses:
Salaries and employee benefits 461 436
Occupancy expense 188 149
Federal insurance premiums 32 7
Service bureau expense 58 57
Other expenses 354 359
-------- --------
1,093 1,008
Income before federal income taxes 806 521
Provision for federal income taxes 269 173
-------- --------
Net Income $ 537 $ 348
RETAINED EARNINGS-BEGINNING OF PERIOD $ 15,949 $ 14,688
Net income 537 348
Less: dividends declared (119) (93)
-------- --------
RETAINED EARNINGS-END OF PERIOD $ 16,367 $ 14,943
EARNINGS PER COMMON SHARE
Basic $ 0.30 $ 0.20
Diluted $ 0.30 $ 0.19
DIVIDENDS DECLARED PER
COMMON SHARE $ 0.067 $ 0.053
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4
<PAGE> 5
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
For The Three Months Ended
Mar 31,1998 Mar 31,1997
----------- -----------
(Unaudited)
<S> <C> <C>
Cash provided by (used in) operating activities:
Net income $ 537 $348
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 32 21
Depreciation and amortization 32 43
FHLB stock dividend (32) (30)
Increase in accrued interest receivable (69) (88)
Decrease (Increase) in other assets (47) 87
Increase in other liabilities 48 59
Other, net 109 (80)
Loans sold 2,430 1,378
Disbursements on loans originated for sale (1,124) (948)
-------- ------
Net cash provided by operating activities 1,916 790
-------- ------
Cash provided by (used in) investing activities:
Loan principal reductions 10,635 5,228
Disbursements on mortgage and other
loans purchased or originated for investment (13,065) (8,398)
Repayments on mortgage-backed
securities 1,902 1,078
Purchase of available-for-sale mortgage-backed securities (3,979)
Sale of available-for-sale mortgage-backed securities 3,697
Purchase of available-for-sale investment securities (14,694) (8,149)
Proceeds from the sale of or maturity of available-for-sale
investment securities 12,755 2,820
Capital expenditures (35) (37)
-------- ------
Net cash used in investing activities (2,784) (7,458)
-------- ------
Cash provided by (used in) financing activities:
Net decrease in passbook accounts
and demand deposits (279) (1,341)
Proceeds from sales of certificates
of deposit 12,050 22,032
Payments for maturing certificates
of deposit (9,755) (16,520)
Repayment of borrowed money (73) (93)
Decrease in advances by borrowers
for taxes and insurance (398) (423)
Payment of dividends (119) (93)
-------- ------
Net cash provided by financing activities 1,426 3,562
-------- ------
Net increase (decrease) in cash $ 558 $(3,106)
Cash at beginning of period 5,990 10,009
-------- ------
CASH AT END OF PERIOD $ 6,548 $6,903
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5
<PAGE> 6
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 31,1998
are not necessarily indicative of the results that may be expected for the full
year. The December 31,1997 Balance Sheet data was derived from audited Financial
Statements, but does not include all disclosures required by generally accepted
accounting principles.
STOCK SPLIT
On May 10,1998, a three-for-two stock split took place. All references in the
accompanying financial statements to the number of common shares and per share
amounts have been adjusted to reflect the stock split. Common shares and paid-in
capital have also been adjusted to reflect the split.
EFFECT OF RECENT ACCOUNTING
PRONOUNCEMENTS
On March 3, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 128 "Earnings per Share"
which replaces the previous presentation of "primary" and "fully diluted"
earnings per share with newly defined "basic" and "diluted" earnings per share.
"Basic" earnings per share do not include dilutive effect on earnings. "Diluted"
earnings per share reflect the potential dilution of securities that could share
in an enterprises earnings. The statement requires dual presentation of basic
and diluted earnings per share on the income statement for all entities having
complex capital structures. It is effective for all financial statements issued
for periods ending after December 15, 1997.
SFAS No. 130, "Reporting Comprehensive Income" was issued by the FASB in June
1997. This statement requires that all items that are required to be recognized
under accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements. For interim period reporting, an enterprise is required to
report a total for comprehensive income. The Company adopted SFAS No. 130
beginning January 1, 1998.
Comprehensive income for the three months ended March 31, 1998 and 1997 was
$360,000 and $320,000, respectively. The difference between net income and
comprehensive income consists solely of the effect of unrealized gains and
losses, net of taxes, on available for sale securities.
Page 6
<PAGE> 7
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") is a savings and loan holding company
which 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 acquired all of the common stock of Franklin
issued in connection with its conversion from the mutual to stock form of
ownership, which was completed on January 25,1988.
The Company's operating philosophy is to be an efficient and profitable
financial services organization with a professional staff committed to
maximizing shareholder value by structuring and delivering quality services that
attract customers and satisfy their needs and preferences. Management's goal has
been to maintain profitability and a strong capital position. It seeks to
accomplish this goal by pursuing the following strategies: (i) emphasizing
lending in the one- to four-family residential mortgage market, (ii) managing
deposit pricing, (iii) controlling interest rate risk, (iv) controlling
operating expenses (v) controlling asset growth, and (vi) maintaining asset
quality.
As a Delaware corporation, First Franklin is authorized to engage in any
activity permitted by the Delaware General Corporation Law. As a unitary savings
and loan holding company, the Company 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. 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 operates seven banking offices in Hamilton County, Ohio through which
it offers a full range of consumer banking services, including mortgage loans,
credit and debit cards, checking accounts, auto loans, savings accounts,
automated teller machines and a voice response telephone inquiry system. To
generate additional fee income and enhance the products and services available
to its customers, Franklin also offers annuities, mutual funds and discount
brokerage services in its offices through an agreement with a third party.
Franklin receives a portion of the sales commissions earned on these products.
Legislation has been proposed which would restructure the federal banking
system. First Franklin might be required to become a bank holding company,
which would subject it to more restrictive activity limits and to capital
requirements similar to those imposed on Franklin Savings. The Company
cannot evaluate how this legislation may impact it until it has been enacted.
Page 7
<PAGE> 8
Franklin has one wholly-owned subsidiary, Madison Service Corporation
("Madison"). Madison was formed in 1972 to allow Franklin to diversify into
certain types of business which, by regulation, savings and loans were unable to
enter. At the present time, Madison's assets consist solely of cash and
interest-earning deposits. Its only sources of income are the interest earned on
these deposits and the fees received as a result of the agreement with the third
party broker dealer that provides the discount brokerage services at Franklin's
offices.
First Franklin owns 51% of DirectTeller's outstanding common stock. DirectTeller
was formed in 1989 by the Company and DataTech Services Inc. to develop and
market a voice response telephone inquiry system to allow financial institution
customers to access information about their accounts via the telephone and a
facsimile machine. Franklin currently offers this service to its customers. The
inquiry system is currently in operation at Intrieve Inc., a computer service
bureau which offers the DirectTeller system to the savings and loans it
services. The agreement with Intrieve gives DirectTeller a portion of the
profits generated by the use of the inquiry system by Intrieve's clients.
In September 1997 management and the Board of Directors reviewed the Company's
strategic plan and established the strategic objectives for the next few years.
These objectives include greater emphasis on training, technology, new lending
programs and noninterest income.
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.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Consolidated assets increased $1.8 million (0.8%) from $230.5 million at
December 31, 1997 to $232.3 million at March 31,1998, compared to a $3.9 million
(1.8%) increase for the same period in 1997.
Loan disbursements were $14.2 million during the current quarter compared to
$9.3 million during the three months ended March 31,1997. During the current
three month period loan sales were $2.4 million. At March 31,1998, commitments
to originate mortgage loans were $3.6 million. At the same date, $2.1 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 $2.4 million during the three months ended March 31,1998
to $38.2 million. This increase reflects net increase in savings deposits of
$2.0 million, loan sales of $2.4 million, loan and mortgage-backed securities
repayments of $12.5 million and sales of mortgage-backed securities of $3.7
million less loan disbursements of $14.2 million and purchases of
mortgage-backed securities of $4.0 million. At March 31, 1998 liquid assets were
16.5 % of total assets.
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 31,1998. During
the current three month period, sales of investments and mortgage-backed
securities were $10.7 million. These sales resulted in a profit of $143,000. No
securities are classified as trading.
Page 8
<PAGE> 9
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Available-for-sale
Investment securities $31,687 $ 89 $81 $31,695
Mortgage-backed securities 17,312 363 3 17,672
Held-to-maturity
Mortgage-backed securities 16,432 153 97 16,488
</TABLE>
At March 31,1998 savings deposits were $204.2 million compared to $202.2 million
at December 31,1997. This is an increase of $2.0 million during the current
three month period. During the three months ended March 31,1998, core deposits
(transaction and passbook savings accounts) decreased $279,000. During the same
period, short term certificates (two years or less) increased $3.2 million and
certificates with original terms greater than two years decreased $873,000.
During the current quarter interest of $2.3 million was credited to accounts.
After eliminating the effect of interest credited, savings decreased $300,000
during the three month period ended March 31, 1998.
At March 31,1998 borrowings consisted of $5.4 million in fixed-rate Federal Home
Loan Bank advances at an average cost of 6.44%. All advances are being amortized
monthly.
At March 31,1998, $1.0 million of assets were classified substandard, $373,000
classified loss and $1.8 million classified as special mention compared to $1.2
million as substandard, $333,000 as loss and $2.0 million as special mention at
December 31,1997. Non-accruing loans and accruing loans delinquent ninety days
or more, net of reserves, were $717,000 at March 31, 1998 and $936,000 at
December 31,1997. At March 31, 1998 the recorded investment in loans for which
impairment under SFAS No. 114 has been recognized was immaterial to the
Company's financial statements.
The following table shows the activity that has occurred on loss reserves
during the three three ended March 31,1998.
<TABLE>
<CAPTION>
(Dollars in Thousands)
<S> <C>
Balance at beginning of period $1,015
Charge offs 0
Additions charged to operations 32
Recoveries 1
------
Balance at end of period $1,048
</TABLE>
The Company's capital supports business growth, provides protection to
depositors, and represents the investment of stockholders on which management
strives to achieve adequate returns. First Franklin continues to enjoy a strong
capital position. At March 31,1998, net worth was $21.5 million, which is 9.24%
of assets. At the same date, book value per share was $12.01 compared to $11.87
at December 31,1997.
The following table summarizes, as of March 31,1998, the regulatory capital
position of our subsidiary, Franklin Savings.
<TABLE>
<CAPTION>
Capital Standard Actual Required Excess Actual Required Excess
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Core $14,711 $ 9,051 $ 5,660 6.50% 4.00% 2.50%
Risk-based 15,386 8,423 6,963 14.52% 8.00% 6.52%
</TABLE>
Page 9
<PAGE> 10
RESULTS OF OPERATIONS
Net income increased 54% to $537,000 ($0.30 per share) for the current quarter
compared to $348,000 ($0.19 per share) for the quarter ended March 31, 1997.
This $189,000 increase in net income reflects a $148,000 increase in net
interest income, $143,000 profits on the sale of investments, a $29,000 increase
in gains on the sale of loans and a $85,000 increase in operating expenses.
Net interest income, before provisions for loan losses, was $1.57 million for
the current quarter compared to $1.44 million for the first quarter of 1997. The
most significant impact on the net interest income between periods relates to
the interaction of changes in the volume of and rates earned or paid on
interest-earning assets and interest-bearing liabilities. The following
rate/volume analysis describes the extent to which changes in interest rates and
the volume of interest related assets and liabilities have affected net interest
income during the periods indicated.
<TABLE>
<CAPTION>
For the Three Month Periods ended
March 31, 1998 vs 1997
Total
Increase (Decrease) due to Increase
Volume Rate (Decrease)
------ ---- ----------
(Dollars in Thousands)
<S> <C> <C> <C>
Interest income attributable to:
Loans receivable (1) $ 34 $ 71 $ 105
Mortgage-backed securities (68) 1 (67)
Investments 154 54 208
FHLB stock 1 1 2
----- ----- -----
Total interest-earning assets $ 121 $ 127 $ 248
Interest expense attributable to:
Demand deposits $ (11) $ (7) $ (18)
Savings accounts (8) 1 (7)
Certificates 141 20 161
FHLB advances (15) 0 (15)
----- ----- -----
Total interest-bearing liabilities $ 107 $ 14 $ 121
Increase in net interest income $ 14 $ 113 $ 127
<FN>
(1) Includes non-accruing loans.
</TABLE>
As the tables below illustrate, average interest-earning assets increased $8.0
million to $225.5 million during the three months ended March 31,1998 from
$217.5 million for the three months ended March 31,1997. Average
interest-bearing liabilities increased $5.5 million from $202.8 million for the
three months ended March 31,1997 to $208.3 million for the current three month
period. Thus, average net interest-earning assets increased $2.5 million when
comparing the two periods. The interest rate spread (the yield on
interest-earning assets less the cost of interest-bearing liabilities) was 2.40%
for the three months ended March 31, 1998 compared to 2.31% for the same period
in 1997. The increase in the interest rate spread was the result of an increase
in the yield on interest-earning assets from 7.27% for the three months ended
March 31, 1997 to 7.46% for the same three month period in 1998.
Page 10
<PAGE> 11
<TABLE>
<CAPTION>
For the Three Months ended March 31,1998
Average
Outstanding Yield/Cost
----------- ----------
($in thousands)
Average interest-earning assets
Loans $153,856 7.92%
Mortgage-backed securities 33,959 6.68%
Investments 35,874 6.21%
FHLB stock 1,820 7.03%
-------- ----
Total $225,509 7.46%
Average interest-bearing liabilities
Demand deposits $ 22,501 2.03%
Savings accounts 22,234 2.72%
Certificates 158,182 5.77%
FHLB advances 5,414 6.50%
-------- ----
Total $208,331 5.06%
Net interest-earning assets/interest rate spread $ 17,178 2.40%
<CAPTION>
For the Three Months ended March 31,1997
Average
Outstanding Yield/Cost
----------- ----------
($ in thousands)
<S> <C> <C>
Average interest-earning assets
Loans $152,116 7.74%
Mortgage-backed securities 38,035 6.82%
Investments 25,604 5.45%
FHLB stock 1,760 6.67%
======== ====
Total $217,515 7.27%
Average interest-bearing liabilities
Demand deposits $ 24,690 2.14%
Savings accounts 23,364 2.71%
Certificates 148,392 5.72%
FHLB advances 6,361 6.48%
======== ====
Total $202,807 4.96%
Net interest-earning assets/interest rate
spread $ 14,708 2.31%
</TABLE>
Noninterest income for the quarter ended March 31, 1998 was $364,000 compared to
$110,000 for the same quarter in 1997. The increase in noninterest income when
comparing the two periods is the result of profits on the sale of investments
and mortgage-backed securities of $143,000, an increase of $29,000 in profits on
the sale of loans, increased rental income on the corporate office building and
increased service fees on NOW accounts.
Noninterest expenses were $1.09 million for the current quarter compared to
$1.01 million for quarter ended March 31,1997. As a percentage of average
assets, this is 1.89% for the current three month period compared to 1.80% for
the first three months of 1997.
Page 11
<PAGE> 12
YEAR 2000 ISSUES
As with all financial institutions, Franklin's operations depend almost entirely
on computer systems. Franklin is addressing the potential problems associated
with the possibility that the computers which control or operate Franklin's
operating systems, facilities and infrastructure may not be programmed to read
four-digit date codes and, upon arrival of the year 2000, may recognize the
two-digit code "00" as the year 1900, causing systems to fail to function or to
generate erroneous data. Franklin is working with the companies that supply or
service its computer-operated or -dependent systems to identify and remedy any
year 2000 related problems.
At this time, Franklin has not identified any specific expenses which are
reasonably likely to be incurred in connection with this issue and does not
expect to incur significant expense to implement corrective measures. No
assurance can be given, at this time, that significant expense will not be
incurred in future periods. In the unlikely event that Franklin is ultimately
required to purchase replacement computer systems, programs and equipment, or
that substantial expense must be incurred to make Franklin's current systems,
programs and equipment Year 2000 compliant, Franklin's net income and financial
condition could be adversely affected.
In addition to possible expense related to its own systems, Franklin could incur
losses if loan payments are delayed due to year 2000 problems affecting any of
its significant borrowers or impairing the payroll systems of large employers in
Franklin's primary market area. Because Franklin's loan portfolio is highly
diversified with regard to individual borrowers and types of businesses and its
primary market area is not significantly dependent upon one employer or
industry, Franklin does not expect any significant or prolonged difficulties
that could affect net earnings or cash flow.
Page 12
<PAGE> 13
PART II
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
Item 1. LEGAL PROCEEDINGS
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 24,1998
B. Press Release Dated April 16,1998
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Form 8-K dated April 25, 1998
Page 13
<PAGE> 14
FIRST FRANKLIN CORPORATION
4750 Ashwood Drive Cincinnati, Ohio 45241
(513) 469-8000 Fax (513) 469-5360
March 24, 1997
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
(513) 469-8000
The Board of Directors of First Franklin Corporation declared a dividend of $.10
per share for the first quarter of 1998. This is the forty-first consecutive
dividend paid by the company. The quarterly dividend will be payable on April
20, 1998 to shareholders of record as of April 3.
First Franklin is the parent organization of Franklin Savings, which has seven
office in Greater Cincinnati. The Corporation's common stock is traded on the
Nasdaq National Market under the symbol "FFHS".
Page 14
<PAGE> 15
FIRST FRANKLIN CORPORATION
4750 Ashwood Drive Cincinnati, Ohio 45241
(513) 469-8000 Fax (513) 469-5360
April 16, 1998
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
(513) 469-8000
First Franklin Corporation, the parent of Franklin Savings and Loan Company,
Cincinnati, Ohio today announced that earnings for the first quarter 1998 were
$537,000 ($0.45 per share) compared to earnings of $348,000 ($0.29 per share
for the period in 1997. The 1998 earnings include an after tax profit on the
sale of investments of $94,000 ($0.08 per share).
Franklin Savings has seven offices in Greater Cincinnati. The Corporation's
common stock is traded on the Nasdaq National Market under the symbol "FFHS".
Page 15
<PAGE> 16
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 1998
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 of Organization) identification Number)
4750 Ashwood Drive Cincinnati, Ohio 45241
(Address of Principal Executive Officers) (Zip Code)
Registrant's Telephone Number, including Area Code (513) 469-5352
Page 16
<PAGE> 17
Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
Not applicable
Item 3. Bankruptcy or Receivership
Not applicable
Item 4. Changes in Registrant's Certifying Accountant
Not applicable
Item 5. Other Events
Press release dated April 21, 1998
Item 6. Resignations of Registrant's Directors
Not applicable
Item 7. Financial Statements and Exhibits
Not applicable
Item 8. Change in Fiscal Year
Not applicable
<PAGE> 18
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
/s/ Daniel T. Voelpel
--------------------------------------
Daniel T. Voelpel
Vice President and Chief Financial Officer
Date: April 25, 1998
<PAGE> 19
FIRST FRANKLIN CORPORATION
4750 Ashwood Drive Cincinnati, Ohio 45241
(513) 469-8000 Fax (513) 469-5360
April 21, 1998
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
(513) 469-8000
The Board of Directors of First Franklin Corporation announced a 3-for-2 stock
split to shareholders of record May 2, 1998. Each shareholder will receive one
additional share for each two shares they currently own. Any fractional shares
created by the stock split will be paid in cash based on the Nasdaq National
Market closing price on May 2.
The Corporation also announced that it intends to increase the annual dividend
12.5% to $0.30 per share ($0.45 per share on a pre-split basis).
On April 14, 1998 the Corporation announced that earnings for the first quarter
1998 were $537,000 ($0.45 per share).
Franklin Savings has seven offices in Greater Cincinnati. The Corporation's
common stock is traded on the Nasdaq National Market under the symbol "FFHS".
<PAGE> 20
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
/s/ Daniel T. Voelpel
--------------------------------------
Daniel T. Voelpel
Vice President and Chief Financial Officer
Date: May 1, 1998
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