<PAGE>
<PAGE>
Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-K/A #1
AMENDMENT NO. 1 TO FORM 10-K
/X/ 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, 1994
Commission file number 0-15945
Transition Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Central and Southern Holding Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1413533
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Drawer 748, Milledgeville, GA 31061
-------------------------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (912) 452-5541
Securities registered pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
------------------------------
(Title of class)
<PAGE>
<PAGE>
ITEM 14 OF THE FORM 10-K OF THE
REGISTRANT AS FILED WITH THE COMMISSION
ON MARCH 20, 1995 IS DELETED AND THE
FOLLOWING IS INSERTED IN LIEU THEREOF:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) The following documents are incorporated herein by reference
in Item 8 to this Report:
1. Consolidated Financial Statements of Central and Southern
Holding Company:
Report of Independent Certified Public Accountants;
Consolidated Balance Sheets as of December 31, 1994 and
1993;
Consolidated Statements of Operations for the years ended
December 31, 1994, 1993 and 1992;
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1994, 1993 and 1992;
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992;
Notes to Consolidated Financial Statements for the years
ended December 31, 1994, 1993 and 1992.
2. Financial Statement Schedules:
No Financial Statement Schedules are required to be filed as
part of this Annual Report.
3. Exhibits:
The exhibits filed as a part of this Registration Statement
are as follows:
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 and 4.1 Articles of Incorporation of Central and Southern
Holding Company, as amended (included as Exhibit 3.1
and 4.1 to the Registrant's annual report on Form 10-K
for the year ended December 31, 1993, previously filed
with the Commission and incorporated herein by
reference).
3.2 and 4.2 By-Laws of Central and Southern Holding Company, as
amended (included as Exhibit 3.2 to the Registrant's
annual report on Form 10-K for the year ended December
31, 1990, previously filed with the Commission and
incorporated herein by reference).
10.1 Purchase and Assumption Agreement by and between Central and
Southern Bank of Georgia and Bankers First Savings Bank, FSB
dated April 14, 1994.
10.2 Central and Southern Holding Company Key Employee Stock
Option Plan, dated August 19, 1993 (included as Exhibit 4(a)
to Amendment No. 1 to the Registrant's Form S-8, Commission
File No. 33-82518, previously filed with the Commission and
incorporated herein by reference).*
10.3 Letter Agreement relating to Tren Watson's employment, dated
April 2, 1993 (included as Exhibit 10.6 to the Registrant's
annual report on Form 10-K for the year ended December 31,
1993, previously filed with the Commission and incorporated
herein by reference).*
10.4 Agreement, dated August 31, 1993 by and between Robert C.
Oliver and Central and Southern Holding Company (included as
Exhibit 10.7 to the Registrant's annual report on Form 10-K
for the year ended December 31, 1993, previously filed with
the Commission and incorporated herein by reference).*
<PAGE>
10.5 Loan Agreement between The Citizens and Southern National
Bank and Central and Southern Holding Company dated August
27, 1991 in the principal amount of $500,000, and related
promissory note (included as Exhibit 10.9 to the
Registrant's annual report on Form 10-K for the year ended
December 31, 1991, previously filed with the Commission and
incorporated herein by reference).
10.6 First Amendment to Loan Agreement, dated February 1, 1993,
between Central and Southern Holding Company and NationsBank
of Georgia, N.A. (formerly known as The Citizens & Southern
National Bank), and related promissory note (included as
Exhibit 10.6 to the Registrant's annual report on Form 10-K
for the year ended December 31, 1992, previously filed with
the Commission and incorporated herein by reference).
13 Central and Southern Holding Company Annual Report to
Shareholders for the fiscal year ended December 31, 1994.
With the exception of information expressly incorporated
herein, the 1994 Annual Report to Shareholders is not deemed
to be filed as a part of this Report on Form 10-K.
21 List of Subsidiaries of Central and Southern Holding Company
(included as Exhibit 22 to the Registrant's annual report on
Form 10-K for the year ended December 31, 1989, previously
filed with the Commission and incorporated herein by
reference).
23 Consent of Evans, Porter, Bryan & Co., Independent Certified
Public Accountants.
99 Draft of Proxy Statement dated March 17, 1995 relating to
the 1995 Annual Meeting of Shareholders.
_____________________________
* Management contract or compensatory plan or arrangement required
to be filed as an Exhibit to this Annual Report on Form 10-K
pursuant to Item 14(c) of Form 10-K.
(b) The Registrant filed no current reports on Form 8-K during the
fourth quarter of the 1994 fiscal year.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12(g) of the Securities
Exchange Act of 1934 and Rule 12b-15 promulgated by the Securities and
Exchange Commission under 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.
CENTRAL AND SOUTHERN HOLDING COMPANY
Date: April 17, 1995. By: /s/ Michael Ricketson
-------------------------
Michael Ricketson
Chief Accounting Officer<PAGE>
<PAGE>
Exhibit Index
-------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
23 Consent of Evans, Porter,
Bryan & Co., Independent
Certified Public Accountants<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 24, 1995, accompanying
the consolidated financial statements incorporated by reference
in the Annual Report of Central and Southern Holding Company on
Form 10-K for the year ended December 31, 1994. We hereby
consent to the incorporation by reference of said report in the
Registration Statement of Central and Southern Holding Company on
Form S-8 (File No. 33-82518, effective August 5, 1994).
/s/ Evans, Porter, Bryan & Co.
Atlanta, Georgia
April 18, 1995<PAGE>
