U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 17, 1996
0-27448
Commission File Number
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1756713
(State of Incorporation) (IRS Employer Identification No.)
200 Plantation Chase
St. Simons Island, Georgia 31522
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(912) 638-0667
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. Other Events
On October 17, 1996, the Board of Directors of Golden Isles
Financial Holdings, Inc. (the Registrant) removed Gregory S. Junkin
as the Chairman of the Board of Directors and Chief Executive
Officer of the Registrant effective immediately. The Board
appointed J. Thomas Whelchel, Vice Chairman of Registrant, to
assume the duties as Acting Chairman of Registrant's Board and to
serve as Chief Executive Officer of the Registrant.
Mr. Junkin was similarly removed from his position as
Chairman and Chief Executive Officer of First Credit Service
Corporation (First Credit) and First Bank Mortgage Corporation
(First Bank Mortgage), both of which are wholly-owned subsidiaries
of Registrant. J. Thomas Whelchel became Acting Chairman of the
Board and Chief Executive Officer for First Credit and First Bank
Mortgage.
On October 17, 1996, the Board of Directors of Registrant
also removed Paul D. Lockyer as President, Chief Operating Officer,
and Chief Financial Officer of Registrant effective immediately.
Michael D. Hodges was elected President and Chief Financial Officer
for Registrant.
Mr. Lockyer was similarly removed from his position as
President and Chief Executive Officer of The First Bank of
Brunswick, a wholly-owned subsidiary of Registrant. Michael D.
Hodges was elected President and Chief Executive Officer for The
First Bank of Brunswick.
Both Mr. Junkin and Mr. Lockyer were removed from the Boards
of Directors of The First Bank of Brunswick, First Credit, and
First Bank Mortgage, but remain members of Registrant's Board of
Directors.
The foregoing action was outlined in a letter dated October
25, 1996, to all shareholders from J. Thomas Whelchel in his
capacity as Vice Chairman of the Registrant, a copy of which is
attached hereto as Exhibit 99 and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
Exhibit 99: Letter of October 25, 1996 from J. Thomas
Whelchel to all shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Registrant)
Date: October 29, 1996
By: /s/ J. Thomas Whelchel
(Signature)
J. THOMAS WHELCHEL, VICE CHAIRMAN
(Print name and title of signing officer)
EXHIBIT 99
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
Own Your Share Of America Financial Services
200 Plantation Chase
St. Simons Island, Georgia 31522
Tel (912) 638-0667
Fax (912) 638-4820
October 25, 1996
Shareholders of Golden Isles
Financial Holdings, Inc.
Dear Shareholder:
The Board of Directors have asked me to advise you that Mr.
Gregory Junkin, former Chairman and Chief Executive Officer, and
Mr. Paul Lockyer, former Chief Operating Officer and Chief
Financial Officer, are no longer employed by Golden Isles Financial
Holdings, Inc. (the "Company") or any of its affiliated companies
in any capacity. They remain as Directors of the Company. We wish
them well in their future endeavors.
Over the past two years management of the company deviated
from the original mission of providing banking and financial
services to local communities. Our effort to engage in national
mortgage banking proved to be very expensive. The entire
operations of First Bank Mortgage Company, the mortgage banking
subsidiary of the Company, is under close review to determine its
potential for profit and in what form that potential may be
realized.
The businesses of Golden Isles Financial Holdings, Inc. on
the whole are very healthy. The company has a combined net worth
as of August 31 in excess of 10.5 million dollars.
The First Bank of Brunswick is our flagship subsidiary and
has continued to experience good growth and profitability. The
addition of the St. Simons Island branch has exceeded our
expectation for both growth and acceptance. The Bank is very
sound, its loan portfolio is solid and the Bank will show a good
profit for 1996.
First Credit Service Corporation, another subsidiary of the
company, is also continuing with good growth and a good loan
portfolio. This company now has six loan officers and
approximately $8,000,000 in loans outstanding. The addition of the
Shareholders of Golden
Isles Financial Holdings, Inc.
Page 2
October 25, 1996
new offices and the start up costs associated with them has
necessarily affected its overall profitability for the short term,
but we anticipate this company will break even for the last quarter
of 1996 and be profitable in 1997. We have high expectations for
First Credit Service Corporation in the immediate future.
The areas of concern that prompted your Board of Directors to
change management are (1) losses in First Bank Mortgage Corporation
and (2) the high cost associated with the holding company. First
Bank Mortgage Corporation has, for 1996, sustained losses through
August in excess of $400,000. The Company's venture into wholesale
mortgage lending and mortgage warehouse lending has not been as
successful and decisive action is necessary to stop these losses.
We are not retreating from our involvement in warehouse lending,
but our immediate priority is to examine this entire business, both
as to its potential for profitability and the manner in which it is
being conducted.
The holding company (Golden Isles Financial Holdings, Inc.)
is costing, on an annualized basis, approximately $960,000 to
maintain. The Board believes these costs are out of line for a
company our size. Our other immediate priority is to closely
review these expenses and make the necessary changes to bring these
costs in line and still be certain the Company provides the
necessary support for our operating companies. We anticipate a
substantial reduction in management costs.
During this period of evaluation, our emphasis is going to be
on cost reduction, and we are not going to employ any additional
management personnel. After we complete our evaluation, we will
better know what is needed and can make better judgments at that
time. In the mean time and during this evaluation period, I will
continue as Vice Chairman of Golden Isles Financial Holdings, Inc.,
and will be responsible for its continued operation. Michael
Hodges has been elected interim President of the Bank and I will
continue to serve as Vice Chairman of Golden Isles Financial
Holdings, Inc., Chairman of First Bank Mortgage Corporation and
Chairman of First Credit Service Corporation. I will serve as
interim Chief Executive Officer of these three companies.
Your Board of Directors is committed to implementing sound
policies which will reduce the cost of operation and bring us to
profitability. We fully understand your concern in this regard and
will take decisive action where necessary.
Very truly yours,
/s/ J. Thomas Whelchel
J. Thomas Whelchel
Vice Chairman
JTW/ad
