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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 001-12669
Washington, D.C. 20549 ---------
Cusip Number
FORM 12b-25 320942 10 5
NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 20-F [X]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
NOT APPLICABLE
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PART I - REGISTRANT INFORMATION
FIRST NATIONAL CORPORATION
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Full Name of Registrant
NOT APPLICABLE
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Former Name if Applicable
950 John C. Calhoun Drive, S.E.
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Address of Principal Executive Office (STREET AND NUMBER)
Orangeburg, South Carolina 29115
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
J.W. Hunt and Company, LLP, the independent auditors for First National
Corporation, has not completed its audit of the financial statements of the
First National Bank Employees' Savings Plan (the "Plan") for the year ended
December 31, 1997. The Plan's annual report on Form 11-K for the year ended
December 31, 1997 (which will be filed as an amendment to the First National
Corporation annual report on Form 10-K for the year ended December 31, 1997
pursuant to Rule 15d-21 under the Securities Exchange Act of 1934) was due on
June 29, 1998. Reference hereby is made to the letter, dated June 29, 1998, from
J.W. Hunt and Company, LLP to First National Corporation, a conformed copy of
which is attached as an Exhibit to this report.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
W. Louis Griffith (803) 531-0527
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
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FIRST NATIONAL CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 30, 1998 By /s/ W. Louis Griffith
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W. Louis Griffith
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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EXHIBIT
June 29, 1998
First National Corporation
950 John C. Calhoun Drive, S.E.
Orangeburg, SC 29115
Re: Notification of Late Filing on Form 12b-25
Gentlemen:
Pursuant to Rule 12b-25(c) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), we hereby certify that we are not able, without
unreasonable effort and expense, to complete our audit of the financial
statements of the First National Bank Employees' Savings Plan (the "Plan") for
the year ended December 31, 1997 in accordance with the requirements of the
annual report on Form 11-K under the Exchange Act ("Form 11-K"). The Plan became
subject to the requirements of the Exchange Act during 1997 by virtue of filing
a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, on April 29, 1997. Until this year, our examination of the Plan's
financial statements has been in accordance with the "limited scope exemption"
contained in Section 103(a)(3)(C) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). It has recently come to our attention that the
exemption contained in Section 103(a)(3)(C) of ERISA is unavailable for
financial statements required under Form 11-K. Although we have completed an
audit of the Statement of Net Assets Available for Benefits of the Plan as of
December 31, 1997 and the Statement of Changes in Net Assets Available for
Benefits for the year then ended, we will need additional time to complete our
audit of the Statement of Net Assets Available for Benefits of the Plan as of
December 31, 1996. We expect to complete our audit and to issue our report
regarding the Plan's 1997 financial statements in time to allow First National
Corporation to file a Form 11-K with respect to the Plan within the time period
set forth in Rule 12b-25(b)(2)(ii).
Sincerely,
/s/ J.W. Hunt and Company, LLP
J.W. HUNT AND COMPANY, LLP
