U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-KSB/A
__________________________
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
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Commission File Number 0-27448
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
A Georgia Corporation
(IRS Employer Identification No. 58-1756713)
200 Plantation Chase
St. Simons Island, Georgia 31522
(912) 638-0667
____________________________
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
____________________________
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Units (consisting of one (1) share of Common Stock and one (1) Class A
Warrant)
(Title of Class)
Common Stock
(Title of Class)
Class A Warrants
(Title of Class)
____________________________
Check 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 twelve 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 a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B 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 the Form 10-KSB or any
amendment to this Form 10-KSB. [X ]
The Registrant's revenues for the fiscal year ended December 31, 1995 were
$7,893,810.
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on March 1, 1996, including Common Stock held
in the form of Units, was $12,467,110. As of such date, no organized trading
market existed for the Common Stock and/or Units of the Registrant. The
aggregate market value of the Common Stock held by nonaffiliates was computed
by reference to the estimated fair market value of the Company's Common Stock
as of December 31, 1995 (i.e., $6.50 per share). The estimated fair market
value was determined based upon isolated purchase/sale transactions which
occurred with respect to the Company's Common Stock during fiscal year 1995.
For the purpose of this response, directors, officers and holders of 5% or
more of the Registrant's Common Stock are considered the affiliates of the
Registrant at that date.
The number of shares outstanding of the Registrant's Common Stock as of March
1, 1996, including Common Stock held in the form of Units: 2,336,982 shares of
no par value Common Stock, of which 897,230 shares are held in the form of
Units.
Transitional Small Business Disclosure Format:
Yes No X
DOCUMENTS INCORPORATED BY REFERENCE
None
Gregory S. Junkin. Mr. Junkin has been Chairman and Chief Executive Officer
of GIFH since March 1987, a director of The First Bank of Brunswick since
February 1990, and Chairman and Chief Executive Officer and a director of both
First Credit Service Corporation and First Bank Mortgage Corporation since
July 1993. Mr. Junkin has been involved in the investment business for
thirty-five years. From 1961 until 1965, Mr. Junkin held various positions
with the Department of Member Firms of the New York Stock Exchange, Inc. In
1965, Mr. Junkin joined Reynolds Securities, Inc., the predecessor firm to
Dean Witter Reynolds, Inc., where he held various compliance, sales and
management positions until 1973. Mr. Junkin joined The Balcor Company, a
national real estate investment company, in 1973, the year it was founded. He
was a principal of the company, which was sold to a subsidiary of American
Express Company in 1982. Mr. Junkin was Vice Chairman of the company until
February 1987, at which time he became a consultant to that company. He
remained in that capacity until the expiration of his employment contract in
January 1988.
Claude Kermit Keenum. Mr. Keenum has been a director of GIFH since July 1988
and a director of The First Bank of Brunswick since February 1990. He became
a director of First Credit Service Corporation in 1995. Mr. Keenum was the
superintendent of the Glynn County School System from 1980 to 1989 and the
superintendent of the Cobb County School System in metropolitan Atlanta from
1989 to 1992. He is currently President of Southeastern Communication
Systems, Inc.
Paul D. Lockyer. Mr. Lockyer has been President and Chief Operating Officer
of GIFH since July 1995. From September 1988 through July 1995, he served as
Senior Vice President of GIFH. Mr. Lockyer has been Chief Financial Officer
of GIFH since September 1988, and a director of GIFH since December 1987. He
has been President, Chief Executive Officer, and a director of The First Bank
of Brunswick since February 1990. He has also been a director of First Credit
Service Corporation and First Bank Mortgage Corporation since July 1993.
Jimmy D. Veal. Mr. Veal has been Vice Chairman of GIFH since July 1995. He
has been a director of GIFH since June 1987 and Secretary/Treasurer of GIFH
since September 1992. He is Vice Chairman and has been a director of The
First Bank of Brunswick since February 1990, and Secretary/Treasurer and a
director of both First Credit Service Corporation and First Bank Mortgage
Corporation since July 1993. He is Secretary/ Treasurer and a director of
Motel Properties, Inc., a corporation that owns and operates four motels in
Glynn County and two in Camden County.
J. Thomas Whelchel. Mr. Whelchel has been Vice Chairman of GIFH since July
1995. From July 1988 through July 1995, he served as President of GIFH. Mr.
Whelchel has been a director of GIFH since July 1988, and Chairman and a
director of The First Bank of Brunswick since February 1990. Mr. Whelchel has
also been a director of both First Credit Service Corporation and First Bank
Mortgage Corporation since July 1993. He is a senior partner in the Brunswick
law firm of Whelchel, Brown, Readdick and Bumgartner.
beneficial ownership within sixty (60) days. Under the rules, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he has
no beneficial interest. For instance, beneficial ownership includes spouses,
minor children and other relatives residing in the same household, and trusts,
partnerships, corporations or deferred compensation plans which are affiliated
with the principal.
(1) Includes 1,250 shares owned by his wife for which he disclaims beneficial
ownership. Also includes the right to acquire 1,385 shares pursuant to
nonstatutory options granted by the Board of Directors.
(2) Includes the right to acquire 19,753 shares pursuant to incentive options
issued under the Plan, 1,408 shares pursuant to nonstatutory options issued
under the Plan, 6,921 shares pursuant to incentive options issued under the
1995 Plan, 1,042 shares pursuant to nonstatutory options granted by the Board
of Directors, and 1,000 shares pursuant to incentive options granted by the
Board of Directors.
(3) Includes the right to acquire 1,263 shares pursuant to nonstatutory
options granted by the Board of Directors.
(4) Includes the right to acquire 4,044 shares pursuant to Class A Warrants
which are a component of the 4,044 Units owned by Mr. Junkin, and 1,500
shares purusant to nonstatutory options granted by the Board of Directors.
(5) Includes the right to acquire 1,045 shares pursuant to nonstatutory
options granted by the Board of Directors.
(6) Includes the right to acquire 26,504 shares pursuant to incentive options
issued under the Plan, 2,027 shares pursuant to nonstatutory options issued
under the Plan, 14,862 shares pursuant to incentive options issued under the
1995 Plan, 1,458 shares pursuant to nonstatutory options granted by the Board
of Directors, and 2,130 shares pursuant to incentive options granted by the
Board of Directors.
(7) Includes 9,125 shares owned as custodian for his son, Daniel D. Veal,
9,125 shares owned as custodian for his son, Zachary T. Veal, both under the
Uniform Gifts to Minors Act, and 1,958 shares pursuant to nonstatutory options
granted by the Board of Directors.
(8) Includes 25 shares owned by Mr Whelchel's daughter for which he disclaims
beneficial ownership, and 1,390 shares pursuant to nonstatutory options
granted by the Board of Directors.
Item 12. Certain Relationships and Related Transactions.
During 1995, the Bank loaned funds to certain of GIFH's executive officers and
directors or to businesses in which such persons had an interest. All such
loans were: (a) in the ordinary course of business, (b) on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and (c) did not
involve more than the normal risk of collectibility or present other
unfavorable features.
On February 19, 1996, GIFH acquired Unit Number 200 of Plantation Chase
Condominium, a two-story, free standing, brick building containing
approximately 5,200 square feet of space (the "Building"), from 200 Plantation
Chase Company, a Georgia general partnership in which Gregory S. Junkin,
Chairman of the Board and Chief Executive Officer of GIFH, was a 33 percent
partner, for a purchase price of $350,000 (the "Purchase Transaction"). In
accordance with the terms of Section 14-2-862 of the Georgia Business
Corporation Code (O.C.G.A. Section 14-2-862), relating to conflict of interest
transactions, GIFH received authorization to engage in the Purchase
Transaction by the unanimous vote of all of the uninterested directors of GIFH
at a meeting of the Board of Directors on September 16, 1995. Board approval
of the Purchase Transaction was contingent upon GIFH obtaining an appraisal of
the Building from an independent certified appraiser in the amount of at least
$350,000. Prior to the closing of the Purchase Transaction, GIFH did receive
a written appraisal indicating that the market value of the Building as of
December 10, 1995 was $355,000.
