<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER 0-17194
F.F.O. FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2899802
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2013 LIVE OAK BOULEVARD, ST. CLOUD, FLORIDA 34771-8462
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 892-1200
Securities registered pursuant to Section 12(b) of the Act: NONE Securities
registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class)
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 ]
AS OF MARCH 24, 1997, THE AGGREGATE VALUE OF THE 2,756,430 SHARES OF
COMMON STOCK OF THE REGISTRANT ISSUED AND OUTSTANDING AT SUCH DATE, EXCLUDING
5,673,570 SHARES HELD BY ALL DIRECTORS, OFFICERS AND AFFILIATES OF THE
REGISTRANT AS A GROUP, WAS APPROXIMATELY $11,370,274. THIS FIGURE IS BASED ON
THE CLOSING SALES PRICE OF $4.125 PER SHARE OF THE REGISTRANT'S COMMON STOCK ON
MARCH 21, 1997.
AS OF MARCH 24, 1997, THERE WERE 8,430,000 OUTSTANDING SHARES OF THE
REGISTRANT'S COMMON STOCK.
DOCUMENTS INCORPORATED BY REFERENCE
1. PORTIONS OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 1996 ARE INCORPORATED INTO PART II, ITEMS 5 - 8 OF THIS ANNUAL
REPORT ON FORM 10-K.
2. PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1997, TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO REGULATION 14A WITHIN 120 DAYS OF THE REGISTRANT'S FISCAL
YEAR END ARE INCORPORATED INTO PART III, ITEMS 10-13 OF THIS ANNUAL REPORT ON
FORM 10-K.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. The following financial statements are incorporated by reference
from Item 8 hereof (see Exhibit 13):
Independent Auditors' Report (page 43 of the Annual Report)
Consolidated Balance Sheets at December 31, 1996 and 1995 (page
16 of the Annual Report)
Consolidated Statements of Income for each of the years in the
three-year period ended December 31, 1996 (page 17 of the Annual
Report)
Consolidated Statements of Stockholders' Equity for each of the
years in the three-year period ended December 31, 1996 (page 18
of the Annual Report)
Consolidated Statements of Cash Flows for each of the years in
the three-year period ended December 31, 1996 (pages 19 and 20
of the Annual Report)
Notes to Consolidated Financial Statements (pages 21 through 42
of the Annual Report)
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules are omitted because the
required information is either not applicable or not required,
or the required information is shown in the Consolidated
Financial Statements or in the notes thereto.
3. EXHIBITS
The following exhibits are filed as part of this Form 10-K and
this list includes the Exhibit index.
3.1 Amended Articles of Incorporation *
3.2 Articles of Amendment to Articles of Incorporation**
3.3 Bylaws *
3.4 Amendment to Bylaws dated September 21, 1994***
4 Specimen form of stock certificate *
10.1 Key Employee Stock Compensation Program */****
13 1996 Annual Report to Stockholders +
36
<PAGE> 3
22 Subsidiaries of the Registrant - Reference is made to Item 1.
"Business - The Association" for the required information
27 Financial Data Schedule (for SEC use only) +
23.1 Independent Auditors' Consent
(*) Incorporated herein by reference from the Company's
registration statement on Form S-1 (File No. 33-23161).
(**) Incorporated herein by reference from the Company's
Registration Statement on Form S-1 (File No. 33-79472).
(***) Incorporated herein by reference from the Company's Form
10-K for the year ending December 31, 1994.
(****) Represents a management contract or compensatory plan or
arrangement required to be filed as an exhibit.
(+) Previously filed with the Company's initial Form 10-K on
March 31, 1997.
37
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of St. Cloud, State of Florida, on the 3rd day of April, 1997.
F.F.O. FINANCIAL GROUP, INC.
By: /s/ James B. Davis
-------------------------
James B. Davis, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ Alfred T. May April 3, 1997
- -------------------------------------------------
Alfred T. May
Chairman
/s/ James B. Davis April 3, 1997
- --------------------------------------------------
James B. Davis
President/Chief Executive Officer
/s/ Phyllis A. Elam April 3, 1997
- -------------------------------------------------
Phyllis A. Elam
Chief Financial Officer
/s/ Donald S. Brown, D.V.M. April 3, 1997
- -------------------------------------------
Donald S. Brown, D.V.M.
Director
/s/ William R. Hough April 3, 1997
- -----------------------------------------------
William R. Hough
Director
/s/ Edward A. Moore April 3, 1997
- ----------------------------------------------
Edward A. Moore
Director
/s/ Mildred W. Pierson April 3, 1997
- ----------------------------------------------
Mildred W. Pierson
Director
</TABLE>
38
<PAGE> 5
F.F.O. Financial Group, Inc.
Form 10-K
For Fiscal Year Ending December 31, 1996
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- ------- ------------------------------------------
<S> <C>
23.1 Independent Auditors' Consent
</TABLE>
39
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in Registration Statement
No. 333-11295 on Form S-8 of our report, as presented, dated February 11, 1997,
except for Note 21, as to which the date is March 11, 1997, appearing in this
Annual Report on Form 10-K of F.F.O. Financial Group, Inc. for the year ended
December 31, 1996.
HACKER, JOHNSON, COHEN & GRIEB
Orlando, Florida
March 26, 1997
