FIRST NATIONAL CORP /SC/
10-K405/A, 2000-06-28
STATE COMMERCIAL BANKS
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                       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, 1999

                        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 27, 2000 was $110,957,202 based on the closing sale price
of $17.38 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 27, 2000
was 7,041,101.


<PAGE>   2


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, 1999 for
the purpose of filing the following exhibit:

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, 1999.

         Exhibit
         -------

         (99)  First National Bank Employees' Savings Plan Annual Report on
               Form 11-K for the year ended December 31, 1999.


                                   Signatures

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


                                           By:   /s/ Richard C. Mathis
                                                 -------------------------------
                                                 Richard C. Mathis
                                                 Chief Financial Officer


Dated:  June 28, 2000




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