SECURITIES and EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
Commission File Number: 0-18932
FIRST PALMETTO FINANCIAL CORPORATION AND SUBSIDIARY
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(Exact name of registrant as specified in its charter)
Delaware 57-0921284
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
407 DeKalb Street, Camden, S.C. 29020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 803-432-1416
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 $.01 per share
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(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 its 10-K or any amendments to this Form
10-K. [X]
The registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's voting stock. As of November 4, 1999, the aggregate market
value of the voting stock held by non-affiliates of the registrant, computed by
reference to the most recent privately negotiated sales prices known to
management, was approximately $30.0 million (399,860 shares at $75.00 per
share). It is assumed for purposes of this calculation that all of the
registrant's directors and executive officers are affiliates of the registrant.
As of November 5, 1999 there were issued and outstanding 712,010 shares of
the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the Fiscal Year Ended
September 30, 1999 (the "Annual Report"). (Parts I and II)
<PAGE>
Item 10. Directors and Executive Officers of the Registrant
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The following table sets forth certain information with respect to First
Palmetto's directors and executive officers.
<TABLE>
<CAPTION>
Year First Year
Elected Term
Name Age(1) Position(s) Held Director(2) Expires
- ---- ------ ---------------- ----------- -------
<S> <C> <C> <C> <C>
H. Davis Green, Jr. 62 Chairman of the Board 1970 2001
of First Palmetto
Samuel R. Small 52 President and Chief Executive 1980 2002
Officer of First Palmetto and
Chairman of the Board, President
and Chief Executive Officer of
the Bank
Steve G. Williams, Jr. 43 Senior Vice President and 1989 2001
Treasurer of First Palmetto
and Senior Vice President
Regulatory Administration/
Communications of the Bank
Pierce W. Cantey, Jr. 58 Director 1996 2000
William R. Clyburn 63 Director 1968 2000
Frank D. Goodale, Jr. 66 Director 1979 2002
Donald H. Holland 71 Director 1971 2001
Charlie E. Nash 58 Director 1983 2002
Glenn G. Tucker 50 Director 1980 2001
</TABLE>
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(1) As of December 31, 1999.
(2) Except for Mr. Cantey, year first elected as a director of Palmetto State
Savings Bank of South Carolina or First Federal Savings and Loan
Association of Camden, the predecessors of the Bank, which is First
Palmetto's wholly-owned subsidiary. Each director of First Palmetto is also
a director of the Bank.
2
<PAGE>
The principal occupations and business experience for the past five years
of each director and executive officer of First Palmetto is set forth below.
H. Davis Green, Jr. is an appraiser and the owner of H. Davis Green, Jr.
Appraisals in Camden. Mr. Green has been Chairman of the Board of First Palmetto
since 1991.
Samuel R. Small has been President and Chief Executive Officer of First
Palmetto and Chief Executive Officer of the Bank since 1990. In 1991, he became
Chairman of the Board of the Bank.
Steve G. Williams, Jr. has been Senior Vice President and Treasurer of
First Palmetto and an executive officer of the Bank since 1990.
Pierce W. Cantey, Jr. is the managing partner of Cantey, Tiller, Pierce and
Associates, LLP, an accounting firm.
William R. Clyburn is the retired general manager of H&H Chevrolet. He is
President of Bill Clyburn Realty, Inc.
Frank D. Goodale, Jr. is a jeweler and owner of F.D. Goodale, a jewelry
retailer in Camden.
Donald H. Holland is an attorney in Camden. He has served as a South
Carolina State Senator since 1969.
Charlie E. Nash is the retired President of Charlie E. Nash Insurance
Agency, Inc. in Camden.
Glenn G. Tucker has been President of Tucker Down East Resources, Inc., a
recreational services provider, since January 1996. Prior to that, he was the
co-publisher of the Chronicle - Independent in Camden.
Item 11. Executive Compensation
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The following table sets forth cash and noncash compensation awarded to or
earned by the Chief Executive Officer of First Palmetto during fiscal 1999, 1998
and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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Annual Compensation Long-Term Compensation
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Awards Payouts
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Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation (2) Awards(s) Options/SARs Payouts sation (3)
Principal Position (1) Year ($) ($) ($) ($) (#) ($) ($)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Samuel R. Small 1999 200,000 10,000 -- -- -- (4) -- 30,350
President and Chief 1998 182,000 -- -- -- -- -- 17,562
Executive Officer 1997 167,667 -- -- -- -- -- 8,400
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<FN>
(1) No other executive officer earned in excess of $100,000 in salary and bonus in fiscal 1999, 1998 and 1997.
(2) Executive officers of First Palmetto receive indirect compensation in the form of certain perquisites and other personal
benefits. The amount of such benefits in fiscal 1999, 1998 and 1997 by the named executive officer did not exceed 10% of the
executive's annual salary and bonus.
(3) Represents directors' fees for each of fiscal 1999, 1998 and 1997 and unused vacation for fiscal 1999, 1998 and 1997.
(4) No options were granted or outstanding during fiscal 1999.
</FN>
</TABLE>
3
<PAGE>
Directors' Compensation. During fiscal 1999, each director of the Bank received
an annual fee of $9,000. Non-employee directors also receive a fee of $100 per
committee meeting attended.
Report of the Compensation Committee. As members of the Compensation Committee
of the Bank, it is our duty to review compensation policies applicable to
executive officers; to consider the relationship of corporate performance to
that compensation; to recommend salary and bonus levels for executive officers
for consideration by the Board of Directors of the Bank; and to administer
various incentive plans of First Palmetto and the Bank.
Overview. Under the compensation policies of the Bank, which are endorsed
by the Compensation Committee, compensation is paid based both on the executive
officer's performance and the performance of First Palmetto and the Bank. In
assessing the performance of First Palmetto and the Bank for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including profits of First Palmetto and the Bank during the past year
relative to their profit plans, changes in the value of First Palmetto's stock,
reports of federal regulatory examinations of First Palmetto and the Bank,
growth, business plans for future periods, and regulatory capital levels. The
Compensation Committee assesses individual executive performance based upon its
determination of the officer's contributions to the performance of First
Palmetto and the Bank and the accomplishment of First Palmetto's and the Bank's
strategic goals. In assessing performance for the year ended September 30, 1999
and previous years, the members of the Compensation Committee did not make use
of a mechanical weighting formula or use specific performance targets, but
instead weighed the described factors as they deemed appropriate in the total
circumstances.
Base Salary. The 1999 salary levels of First Palmetto's senior officers
were established in 1998 consistent with this compensation policy. In its 1998
review of base compensation, the Compensation Committee determined that the
performance of Mr. Small in managing First Palmetto and the Bank was
satisfactory, based upon the 1998 financial performance of First Palmetto,
including the growth in assets, income, and capitalization during 1998; the
financial performance trends for 1998 and the preceding four years, which
included growth in assets, net income, and stockholders' equity in each year;
the results of confidential regulatory examinations; his continued involvement
in community affairs in the communities served by the Bank; First Palmetto's
planned levels of financial performance for 1999; and a general level of
satisfaction with the management of First Palmetto and the Bank. Based upon the
results of this review, the salary of Mr. Small was established at $200,000 per
year for 1999, which represented an increase of 9.9% over his 1998 base salary.
The Compensation Committee believes that Mr. Small's total compensation for 1999
appropriately reflected his contribution to First Palmetto and the Bank based on
the factors considered for compensation decisions.
December 31, 1999
H. Davis Green
Donald H. Holland
Charlie E. Nash
Glenn G. Tucker
Compensation Committee Interlocks and Insider Participation. No member of the
Compensation Committee is a former or current officer or employee of First
Palmetto or the Bank.
Donald H. Holland, a member of the Compensation Committee and an attorney
in Camden, South Carolina, renders legal services to the Bank in connection with
loan closings and other corporate matters.
4
<PAGE>
Stock Performance Comparisons. The following graph, which was prepared by SNL
Securities LC, Charlottesville, Virginia, shows the cumulative total return on
the Common Stock of First Palmetto over the last five years compared with the
S&P 500 Index and a portfolio of all publicly traded thrifts and thrift holding
companies. Cumulative total return on the stock or the index equals the total
increase in value since September 30, 1994 assuming reinvestment of all
dividends paid into the stock or the index, respectively. The graph was prepared
assuming that $100 was invested on September 30, 1994 in the Common Stock, and
the securities included in the indexes. There is not an established public
trading market for the Common Stock.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
September 30, 1994 through September 30, 1999
Period Ending
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Index 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Palmetto Financial Corp. 100.00 103.27 132.34 168.65 224.31 341.30
S&P 500 100.00 129.75 156.12 219.10 238.94 305.28
SNL Thrift Index 100.00 130.96 158.17 274.83 246.40 234.70
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
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Security Ownership of Certain Beneficial Owners
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The following table sets forth information as of the December 31, 1999 with
respect to the persons believed by First Palmetto to be the beneficial owners of
more than five percent of the outstanding shares of Common Stock. This
information is based upon the most recent Schedule 13D filed by such persons
with the Securities and Exchange Commission or information provided to First
Palmetto by such persons.
Percent
Name and Address Amount and Nature of of Common Stock
of Beneficial Owner Beneficial Ownership (1) Outstanding
- ------------------- ------------------------ -----------
Samuel R. Small 81,660 11.47 %
407 DeKalb Street
Camden, South Carolina
Glenn G. Tucker 56,087 7.88 %
1510 Lyttleton Street
Camden, South Carolina
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(1) For the definition of beneficial ownership and additional information with
respect to the nature of the beneficial ownership, see footnote (1) to the
table in "Security Ownership of Management" below.
5
<PAGE>
Security Ownership of Management
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The following table sets forth information as of the December 31, 1999 with
respect to the shares of Common Stock beneficially owned by each director and
director emeritus of First Palmetto, including the Chief Executive Officer, and
by all directors, executive officers and directors emeritus of First Palmetto as
a group. This information is based on information furnished to First Palmetto by
such persons.
<TABLE>
<CAPTION>
Amount and Nature Percent of
of Beneficial Common Stock
Ownership (1) Outstanding
------------- -----------
Directors:
<S> <C> <C>
H. Davis Green, Jr. 28,281 3.97%
Samuel R. Small 81,660 11.47
Steve G. Williams, Jr. 31,204 4.38
Pierce W. Cantey, Jr. 25,974 3.65
William R. Clyburn 6,500 *
Frank D. Goodale, Jr. 6,140 *
Donald H. Holland 11,300 1.59
Charlie E. Nash 14,221 2.00
Glenn G. Tucker 56,087 7.88
All Directors and Executive Officers
as a Group (9 persons) 261,367 36.71
Directors Emeritus:
H.B. Marshall, Jr. 2,500 *
William F. Tripp, Jr. 2,500 *
All Directors, Executive Officers
and Directors Emeritus as a Group (11 persons) 266,367 37.41
</TABLE>
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* Less than 1% of the outstanding Common Stock.
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is considered the beneficial owner of any shares of Common Stock (a)
over which he has or shares voting or investment power or (b) of which he
has the right to acquire beneficial ownership at any time within 60 days of
December 31, 1999. As used herein, "voting power" is the power to vote or
direct the vote of shares, and "investment power" is the power to dispose
or direct the disposition of shares. This table includes shares owned
directly by directors and officers of First Palmetto as well as shares held
by their spouses and minor children and trusts of which certain of them are
trustees, but does not include shares held or beneficially owned by other
relatives as to which they disclaim beneficial ownership.
Item 13. Certain Relationships and Related Transactions
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First Palmetto and the Bank have had, and expect to have in the future,
transactions in the ordinary course of business with directors and executive
officers and members of their immediate families, as well as with principal
stockholders. All loans included in such transactions were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing for comparable transactions with
non-affiliated persons. It is the belief of management that such loans neither
involved more than the normal risk of collectibility nor presented other
unfavorable features.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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.
FIRST PALMETTO FINANCIAL CORPORATION
Date: January 28, 2000 By:/s/ Samuel R. Small
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Samuel R. Small
President, Chief Executive Officer and Director
(Duly Authorized Representative)
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