<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(MARK ONE)
[x] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995
[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ___________ to ____________
Commission file number: 0-15777
FIRST INDEPENDENCE CORPORATION
---------------------------------------
(Name of Small Business Issuer charter)
Michigan 38-2583843
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44 Michigan Avenue, Detroit, Michigan 48226
--------------------------------------------------
(Address of principal executive offices)(Zip Code)
(313)256-8400
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common stock, par value $1.00 per share
Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes (x) No ( )
<PAGE> 2
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]
State issuer's revenues for its most recent fiscal year.
Total revenues for the year ended December 31, 1995 were $8,348,677.
State the aggregated market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
The aggregate market value of voting stock held by non-affiliates at
December 31, 1995 was $599,753 based on appraised value of shares determined as
of December 31, 1995, by an independent appraiser for purposes of the
Registrant's Employee Stock Ownership Plan. [See Item 5. "Market for the
Registrant's Common Equity and Related Stockholder Matters."]
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No[ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 31, 1996.
Common stock par value $1.00 per share, 336,760 shares
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.)
into which the document is incorporated: (1) any annual report to
security-holders; (2) any proxy or information statement and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for identification
purposes (e.g., annual report to security-holders for fiscal year ended
December 31, 1995):
NONE
2
<PAGE> 3
This is an amendment to Form 10-KSB filed June 28, 1996 by First
Independence Corporation.
Page 49 (part of Note 2 to Consolidated Financial Statements) is amended
in the first paragraph (last sentence) in order to correct a drafting error and
in the first sentence of the fourth paragraph in order to correct the number of
additional shares of Series 1994-1 Preferred Stock authorized by the Board.
See attached revised page 49.
The date on the signature pages is amended to June 28, 1996, to reflect the
date the Form 10-KSB was signed.
3
<PAGE> 4
[Revised Page 49]
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
2. CURRENT OPERATING ENVIRONMENT, CONTINUED:
Due to the Bank's agreement with the OCC, it is legally prohibited from
paying dividends to the Corporation. Dividends from the Bank have
historically been the principal source of revenue and cash flow of the
Corporation. Because the Corporation was unable to make interest payments
on its Senior Notes, the Corporation was in technical default as of
December 31, 1995 and 1994. The Corporation received waivers from all of
the senior noteholders through December 31, 1995. In addition, the
Corporation's Board of Directors, at the request of the Federal Reserve
Bank of Chicago (the "Federal Reserve Bank"), has adopted a resolution
(the "Resolution") providing that the Corporation will not declare or pay
any cash dividends or increase its borrowings or incur any additional debt
without the prior written consent of the Federal Reserve Bank. The
Resolution also provides that the Corporation will submit to the Federal
Reserve Bank written plans for improving the Bank's capital position and
servicing the Corporation's outstanding debt. Management of the
Corporation believes the Corporation is in compliance with the resolution
as of December 31, 1995.
In March 1995, the holders of the senior notes agreed to a reduction of
the interest rate on the senior notes from 9 percent to 6 percent
retroactive to January 1, 1994. In addition, the Corporation negotiated a
reduction in the dividend rate on its Class A and Class B Preferred Stock
from 6 percent to 4.75 percent retroactive to January 1, 1994.
The Board of Directors approved in March 1995, the issuance of
approximately 439 shares of Class C Preferred Stock, Series 1994-1, no par
value with a fair value of $1,000 per share to the Class A and Class B
preferred stockholders and to holders of the senior notes as a partial
payment of the cumulative dividends in arrears and accrued interest which
had not been paid during 1991 through March 1, 1995 in the case of
dividends and through December 31, 1994 in the case of accrued interest.
The Series 1994-1 Preferred Stock is not entitled to receive dividends,
but a 4 percent dividend will be required to be paid on the Series 1994-1
Preferred Stock before any dividend may be paid on the Common Stock.
The Board in March 1996 authorized an additional 102 shares of Series
1994-1 Preferred Stock that will be used to pay the cumulative preferred
dividends in arrears and the unpaid accrued interest balance as of
December 31, 1995. The senior noteholders and Class A and Class B
preferred stockholders have agreed to accept the issuance of Class C
Series 1994-1 Preferred Stock in lieu of cash payment of the cumulative
preferred dividends in arrears and unpaid accrued interest as of December
31, 1995.
4
<PAGE> 5
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST INDEPENDENCE CORPORATION
/s/ Don Davis
- -----------------------------------------
Don Davis
Chairman of the Board,
Interim President and Chief
Executive Officer of the Corporation
and the Bank
(Principal executive officer)
Date: June 28, 1996
/s/ Rose Ann Lacy
- -----------------------------------------
Rose Ann Lacy
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: June 28, 1996
5
<PAGE> 6
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Don Davis*
- -----------------------------------------
Don Davis
Chairman of the Board of Directors
of the Corporation and the Bank
Date: June 28, 1996
Dr. Charles E. Morton*
- -----------------------------------------
Dr. Charles E. Morton
Director
Date: June 28, 1996
Dennis H. Silber
- -----------------------------------------
Dennis H. Silber
Director
Date: June 28, 1996
Gerald Van Wyke*
- -----------------------------------------
Gerald Van Wyke
Director
Date: June 28, 1996
Eloise C. Whitten*
- -----------------------------------------
Eloise C. Whitten
Director
Date: June 28, 1996
*By:/s/ Rose Ann Lacy
-------------------------------------
Rose Ann Lacy
Attorney-in-Fact
Date: June 28, 1996
6
<PAGE> 7
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST INDEPENDENCE CORPORATION
/s/ Don Davis
- -----------------------------------------
Don Davis
Chairman of the Board,
Interim President and Chief
Executive Officer of the Corporation
and the Bank
(Principal executive officer)
Date: July 1, 1996
/s/ Rose Ann Lacy
- -----------------------------------------
Rose Ann Lacy
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: July 1, 1996
7
<PAGE> 8
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Don Davis*
- -----------------------------------------
Don Davis
Chairman of the Board of Directors
of the Corporation and the Bank
Date: July 1, 1996
Dr. Charles E. Morton*
- -----------------------------------------
Dr. Charles E. Morton
Director
Date: July 1, 1996
Dennis H. Silber
- -----------------------------------------
Dennis H. Silber
Director
Date: July 1, 1996
Gerald Van Wyke*
- -----------------------------------------
Gerald Van Wyke
Director
Date: July 1, 1996
Eloise C. Whitten*
- -----------------------------------------
Eloise C. Whitten
Director
Date: July 1, 1996
*By:/s/ Rose Ann Lacy
-------------------------------------
Rose Ann Lacy
Attorney-in-Fact
Date: July 1, 1996
8
