<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 001-12669
FIRST NATIONAL CORPORATION
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SOUTH CAROLINA 57-0799315
- ------------------------------- ------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
950 JOHN C. CALHOUN DRIVE, S.E.
ORANGEBURG, SOUTH CAROLINA 29115
- ------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(803) 534-2175
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
COMMON STOCK - $2.50 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE
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 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held by
non-affiliates at June 7, 1999 was $137,327,054 based on the closing sale
price of $26.50 per share on that date. For purposes of the foregoing
calculation only, all directors and executive officers of the registrant
have been deemed affiliates. The number of shares of common stock
outstanding as of June 7, 1999 was 5,835,750.
<PAGE>
This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998
for the purpose of filing the following exhibit to the Annual Report on Form
10-K for the year ended December 31, 1998 as set forth below:
The exhibit listed below and attached hereto is hereby added to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.
Exhibit
(99) First National Bank Employees' Savings Plan Annual Report on Form
11-K for the year ended December 31, 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST NATIONAL CORPORATION
/s/ W. Louis Griffith
----------------------------
W. Louis Griffith, Chief Financial Officer
Dated: June 29, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
-------------------- --------------------.
Commission file number 333-26029
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
FIRST NATIONAL BANK EMPLOYEES' SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FIRST NATIONAL CORPORATION
950 JOHN C. CALHOUN DRIVE, S.E.
ORANGEBURG SOUTH CAROLINA 29115
<PAGE>
FIRST NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS
WITH SUPPLEMENTARY INFORMATION
YEARS ENDED DECEMBER 31, 1998 AND 1997
AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
FIRST NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
Independent Auditors' Report
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplementary Information:
Schedule of Assets Held for Investment Purposes
Schedule of Reportable Transactions
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
First National Bank Employees' Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the First National Bank Employees' Savings Plan as of December
31, 1998 and 1997, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of First
National Bank Employees' Savings Plan as of December 31, 1998 and 1997, and
the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosures
under the Employee Retirement Income Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
J. W. HUNT AND COMPANY, LLP
Columbia, South Carolina
June 16, 1999
<PAGE>
FIRST NATIONAL BANK
EMPLOYEE'S SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998 AND 1997
_______________________________________________________________________________
...........PARTICIPANT DIRECTED...........
.............................DECEMBER 31, 1998.............................
<TABLE>
<CAPTION> FIRST
FIXED MULTI- INDEXED NATIONAL
INCOME ASSET EQUITY CORP.
FUND FUND FUND STOCK FUND TOTAL
------- ------- ------- ------------ -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at contract value
New York Life Insurance
Company, Investment
Contracts $ 1,658,703 $ 2,450,201 $ 2,847,997 $ - $ 6,956,901
---------------------------------------------------------------------------
Investments, at fair value:
First National Corporation - - - 846,804 846,804
Money Market Funds - - - 10,414 10,414
---------------------------------------------------------------------------
Total investments 1,658,703 2,450,201 2,847,997 857,218 7,814,119
---------------------------------------------------------------------------
Receivables:
Employer's contribution 20,509 35,042 58,127 23,639 137,317
Employees' contribution 2,995 4,975 7,865 3,575 19,410
Inter-fund transfers - - - - -
---------------------------------------------------------------------------
Total receivables 23,504 40,017 65,992 27,214 156,727
---------------------------------------------------------------------------
Total assets 1,682,207 2,490,218 2,913,989 884,432 7,970,846
---------------------------------------------------------------------------
LIABILITIES - - - - -
Net assets available for
benefits 1,682,207 2,490,218 2,913,989 884,432 7,970,846
===========================================================================
</TABLE>
<PAGE>
...........PARTICIPANT DIRECTED...........
.............................DECEMBER 31, 1997.............................
<TABLE>
<CAPTION> FIRST
FIXED MULTI- INDEXED NATIONAL
INCOME ASSET EQUITY CORP.
FUND FUND FUND STOCK FUND TOTAL
------ ------ ------ ---------- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at contract value
New York Life Insurance
Company, Investment
Contracts $ 1,841,078 $ 1,892,421 $ 1,939,137 $ - $ 5,672,636
------------------------------------------------------------------------
Investments, at fair value:
First National Corporation - - - 560,823 560,823
Money Market Funds - - - 7,366 7,366
------------------------------------------------------------------------
Total investments 1,841,078 1,892,421 1,939,137 568,189 6,240,825
------------------------------------------------------------------------
Receivables:
Employer's contribution 25,637 31,312 40,850 16,089 113,888
Employees' contribution
Inter-fund transfers (100) (6,768) (1,854) 8,503 (219)
------------------------------------------------------------------------
Total receivables 25,537 24,544 38,996 24,592 113,669
------------------------------------------------------------------------
Total assets 1,866,615 1,916,965 1,978,133 592,781 6,354,494
------------------------------------------------------------------------
LIABILITIES - - - - -
------------------------------------------------------------------------
Net assets available for
benefits 1,866,615 1,916,965 1,978,133 592,781 6,354,494
========================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
<PAGE>
FIRST NATIONAL BANK
EMPLOYEE'S SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
YEARS ENDED DECEMBER 31, 1998 AND 1997
_______________________________________________________________________________
...........PARTICIPANT DIRECTED...........
.............................DECEMBER 31, 1998.............................
<TABLE>
<CAPTION>
FIRST
FIXED MULTI- INDEXED NATIONAL
INCOME ASSET EQUITY CORP.
FUND FUND FUND STOCK FUND TOTAL
------- ------ ------ ----------- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 113,642 $ - $ - $ 480 $ 114,122
Dividends - 59,024 30,613 12,120 101,757
Net appreciation in fair value
of investments - 355,555 576,855 182,195 1,114,605
Realized gain (loss) on investments - 3,345 1,089 5,775 10,209
------------------------------------------------------------------------------
Total investment income 113,642 417,924 608,557 200,570 1,340,693
------------------------------------------------------------------------------
Contributions:
Employer 20,509 35,043 58,127 23,638 137,317
Employee 100,238 134,308 219,895 93,171 547,612
Rollover 15,684 1,402 - 935 18,021
------------------------------------------------------------------------------
Total contributions 136,431 170,753 278,022 117,744 702,950
------------------------------------------------------------------------------
Total additions 250,073 588,677 886,579 318,314 2,043,643
------------------------------------------------------------------------------
Deductions from net assets
attributed to:
Benefits paid to participants 259,155 72,144 61,558 26,935 419,792
Administrative expenses 7,499 - - - 7,499
------------------------------------------------------------------------------
Total deductions 266,654 72,144 61,558 26,935 427,291
------------------------------------------------------------------------------
Net increase prior to
interfund transfers: (16,581) 516,533 825,021 291,379 1,616,352
Interfund transfers (167,827) 56,720 110,835 272 -
------------------------------------------------------------------------------
Net increase (decrease) (184,408) 573,253 935,856 291,651 1,616,352
Net assets available for benefits:
Beginning of year 1,866,615 1,916,965 1,978,133 592,781 6,354,494
------------------------------------------------------------------------------
End of Year 1,682,207 2,490,218 2,913,989 884,432 7,970,846
==============================================================================
</TABLE>
<PAGE>
...........PARTICIPANT DIRECTED...........
.............................DECEMBER 31, 1997.............................
<TABLE>
<CAPTION>
FIRST
FIXED MULTI- INDEXED NATIONAL
INCOME ASSET EQUITY CORP.
FUND FUND FUND STOCK FUND TOTAL
------ ------ ------ ----------- ------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 120,753 $ - $ - $ 2,968 $ 123,721
Dividends - 208,722 62,602 7,641 278,965
Net appreciation in fair value
of investments - 177,494 381,237 101,657 660,388
Realized gain (loss) on investments - 3,333 2,401 (1,465) 4,269
---------------------------------------------------------------------------
Total investment income 120,753 389,549 446,240 110,801 1,067,343
---------------------------------------------------------------------------
Contributions:
Employer 25,638 31,321 40,850 16,089 113,898
Employee 111,986 117,623 146,330 56,978 432,917
Rollover 495 825 330 - 1,650
---------------------------------------------------------------------------
Total contributions 138,119 149,769 187,510 73,067 548,465
---------------------------------------------------------------------------
Total additions 258,872 539,318 633,750 183,868 1,615,808
---------------------------------------------------------------------------
Deductions from net assets
attributed to:
Benefits paid to participants 144,242 43,439 24,602 5,977 218,260
Administrative expenses 9,057 - - - 9,057
--------------------------------------------------------------------------
Total deductions 153,299 43,439 24,602 5,977 227,317
--------------------------------------------------------------------------
Net increase prior to
interfund transfers: 105,573 495,879 609,148 177,891 1,388,491
Interfund transfers 8,362 (44,878) 56,926 (20,410) -
--------------------------------------------------------------------------
Net increase (decrease) 113,935 451,001 666,074 157,481 1,388,491
Net assets available for benefits:
Beginning of year 1,752,680 1,465,964 1,312,059 435,300 4,966,003
---------------------------------------------------------------------------
End of Year 1,866,615 1,916,965 1,978,133 592,781 6,354,494
===========================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
<PAGE>
FIRST NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, DECEMBER 31, 1998 AND 1998
- ------------------------------------------------------------------------------
NOTE A - DESCRIPTION OF PLAN:
The following description of the First National Bank ("Company") Employees'
Savings Plan ("Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General - The Plan is a contributory defined contribution plan covering all
full-time employees of the Company and all affiliates of the Company who
have one year of service and are age twenty-one or older. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions - Each year, participants may contribute up to 10% of pretax
annual base compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified
retirement plans. The Company will match 50% of the first 4% of base
compensation up to a maximum matching contribution of 2% of base
compensation. Employer contributions may be made from current or
accumulated net profits. Contributions are subject to certain
limitations.
Participant accounts - Each participant's account is credited with the
participant's contribution, the Company's matching contribution and
allocations of Plan earnings. The participant's account is charged with
an allocation of administrative expenses. Allocations are based on
account balances, as defined by the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Vesting - Participants' accounts are fully vested.
Payment of benefits - On termination of service due to death, disability,
retirement, or other reasons, a participant may elect to receive a lump-
sum amount equal to the value of his or her account.
Investment options - Upon enrollment in the Plan, a participant may direct
employee contributions in any of the following investment options.
1) Fixed Income Fund - Funds are invested in guaranteed interest
contracts in an insurance contract. The number of participants
participating in this fund at December 31, 1998 was 163.
2) Multi-asset Fund - Funds are invested in pooled insurance contracts
that invest primarily in corporate bonds, common stocks, and U. S.
Government securities. The number of participants participating
in this fund at December 31, 1998 was 243.
<PAGE>
NOTE A - DESCRIPTION OF PLAN (CONTINUED):
3) Indexed Equity Fund - Funds are invested in pooled insurance
contracts that invest in common stock that replicate stocks
comprising the Standard and Poor's 500 Stock Index. The number
of participants participating in this fund at December 31, 1998
was 242.
4) First National Corporation Stock Fund - The First National
Corporation Stock Fund invests only in First National Corporation
common shares and money market equivalents. The number of
participants participating in this fund at December 31, 1998 was
175.
Participants may change the investment options quarterly.
NOTE B - SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting - The financial statements of the Plan are prepared
using the accrual method of accounting.
Investment Valuation - The Plan's investments are stated at fair value
except for its investment contract with an insurance company which is
valued at contract value (Note C). The Company stock is valued at its
quoted market price.
Purchase and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Payment of Benefits - Benefits are recorded when paid.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator
to make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results may differ from those
estimates.
NOTE C - INVESTMENT CONTRACT WITH INSURANCE COMPANY:
The Plan has an investment contract with New York Life Insurance Company (New
York Life) to invest the assets of the Plan. New York Life, as the Plan's
custodian, maintains the assets in a pooled account. The account is credited
with actual earnings on the underlying investments (a fixed income fund,
multi-asset fund and indexed equity fund) and charged for Plan withdrawals and
administrative expenses charged by New York Life.
The contract is included in the financial statements at contract value, which
represents contributions made under the contract, plus earnings, less Plan
withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. There are no reserves against
contract value for credit risk of the contract issuer or otherwise. The fair
value of the investment contacts at December 31, 1998 and 1997 was $6,956,901
and $5,672,636 respectively.
<PAGE>
NOTE D - RELATED PARTY TRANSACTIONS:
The First National Corporation Funds are held by the Plan sponsor's Trust
Department. There were no fees paid by the Plan to the Trust Department.
NOTE E - INVESTMENTS:
Except for its investment contracts with an insurance company (Note C), the
Plan's investments are held in a bank-administered trust fund. The following
presents investments at December 31, 1998 and 1997.
1998 1997
---- ----
Investments at fair value as
Determined by quoted market price:
First National Corporation,
30,243 and 23,801 shares, respectively $ 846,804 $ 560,823
Federated Automated Government Money
market fund (44), 7,662 and 4,370
shares, respectively 7,662 4,370
Federated Automated Cash Management
Fund (75), 2,752 and 2,996 shares,
respectively 2,762 2,996
------- -------
857,218 516,189
======= =======
During 1998, the Plan's investments (including investments bought, sold, and
held during the year) appreciated in value as follows:
Investments at fair value as determined by
quoted market price:
First National Corporation $ 182,195
-------
Investments at contract value:
Multi-asset Fund 61,916
Indexed Equity Fund 494,633
-------
556,549
-------
Total 738,744
=======
NOTE F - PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their account.
<PAGE>
NOTE G - TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated November 4, 1992, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code and therefore
exempt from Federal and State taxation. The Plan has been amended since
receiving the determination letter. However, the Plan administrator believes
that the Plan is designed and is currently being operated in compliance with
the applicable requirement of the Internal Revenue Code.
NOTE H - PLAN OPERATING COSTS:
The Company pays certain administrative costs of the Plan such as legal,
audit, and administrative fees.
THESE NOTES ARE AN INTEGRAL PART OF THE ACCOMPANYING FINANCIAL STATEMENTS
<PAGE>
FIRST NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
(A) (B)IDENTITY OF (C)DECRIPTION OF INVESTMENT
ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE OF
LESSOR, OR SIMILAR INTEREST, COLLATERAL, PAR OR (E)CURRENT
PARTY MATURITY VALUE (D) COST VALUE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <C> <C>
New York Life Guaranteed Interest Contract $ 1,658,703 $ 1,658,703
New York Life Pooled separate insurance contracts 3,716,221 5,298,198
* First National Corporation 30,243 common shares 580,452 846,804
Federated Automated Government Fund Money Market Fund 7,662 7,662
Federated Automated Cash Management Fund Money Market Fund 2,752 2,752
* Indicates a party in interst
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
<PAGE>
FIRST NATIONAL BANK
EMPLOYEES' SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS, YEAR ENDED DECEMBER 31, 1998
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
CURRENT
EXPENSES VALUE OF
INCURRED ASSET ON
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE OR LOSS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C> <C>
New York Life Group Annuity Contract-
Insurance Co. Guaranteed Interest Acct. $ 495,353 $ 791,369 $ - $ - $ 791,369 $ 791,369 $ -
New York Life Group Annuity Contract-
Insurance Co. Multi-Asset 222,840 82,986 - - 79,641 79,641 3,345
New York Life Group Annuity Contract-
Insurance Co. Indexed Equity 382,972 82,669 - - 81,580 81,580 1,089
First National First National Corporation-
Corporation common stock 112,091 14,080 - - 8,305 14,080 5,775
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
<PAGE>
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-26029) of First National Corporation of our
report dated June 6, 1999 appearing in the Annual Report of the First
National Bank Employees' Savings Plan on Form 11-K for the year ended
December 31, 1998.
/s/ J. W. Hunt and Company, LLP
J. W. HUNT AND COMPANY, LLP
Columbia South Carolina
June 16, 1999
