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As filed with the Securities & Exchange Commission on June 6, 1996
Registration Statement No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee
(State or other jurisdiction of incorporation or organization)
62-1474162
(I.R.S. Employer Identification No.)
1691 NORTH MT. JULIET ROAD
MT. JULIET, TENNESSEE 37122
(615) 754-2265
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DANIEL W. SMALL, ESQ.
3100 WEST END AVENUE, SUITE 250
NASHVILLE, TN 37203-1320
TELEPHONE: (615) 385-1005
FACSIMILE: (615) 292-9004
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class Amount Proposed maximum aggregate Amount of
of securities to be offering price offering registration
to be registered registered per unit (1) price (1) fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$2.50 per share 100,000 $13.60(1) $1,360,000.00 $469.00
- -------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee (adjusted for stock split May 1, 1996)
and based, pursuant to Rule 457(c), upon the book value per share of the Common Stock as of May 31, 1996.
=============================================================================================================
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(Facing Page, cont'd)
AVAILABLE INFORMATION
The Company's principal executive offices are located at 1691 North Mt.
Juliet Road, Mt. Juliet, Tennessee 37122 and its telephone number is (615)
754-2265.
The Company is subject to the reporting and informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the
extent required by Section 15(d) of the Exchange Act for companies that are not
registered under the Exchange Act but which are, nonetheless, subject to
certain (but not all) reporting requirements (which requirements do not include
the filing of proxy statements or certain other "insider" reports). First
Financial files reports with the Securities and Exchange Commission (the
"Commission") to the extent required by said Section 15(d) of the Exchange Act.
These reports and other information filed with the Commission by the Company
can be inspected and copied at the public reference facilities maintained by
the Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, and at
regional offices of the Commission located at 26 Federal Plaza, New York, New
York 10007 and 230 South Dearborn Street, Chicago, Illinois 60604. Copies of
such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C., 20549. The Common Stock
is not listed or traded on any recognized exchange or market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference into this Prospectus and made a part hereof are
the following documents filed by the Company with the Commission (Commission
File Number 33-42622):
(1) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995, including the description of the Company's $2.50
par value Common Stock (the "1995 Annual Report"); and
(2) The Company's Quarterly Report on Form 10-QSB dated March 31, 1996
and all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1995.
All reports, and any definitive proxy or information statements, filed or
submitted by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering of the Common Stock offered hereby shall also be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained in any subsequently filed document which is incorporated
or deemed incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. First Financial Corporation will provide without
charge to each person (including any beneficial owner) to whom this Prospectus
has been delivered, upon the written or oral request of such person, a copy of
any and all of the documents referred to above which have been or may be
incorporated into this Prospectus and deemed to be part hereof, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference. These documents are available upon request from Sally P. Kimble,
Chief Financial Officer, First Financial Corporation, 1691 North Mt. Juliet
Road, Mt. Juliet, Tennessee 37122 (Telephone (615) 754-2265).
ii
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FIRST FINANCIAL CORPORATION
1691 NORTH MT. JULIET ROAD
MT. JULIET, TENNESSEE 37122
(615) 754-2265
TO THE SHAREHOLDERS OF FIRST FINANCIAL CORPORATION:
We are pleased to send you this Prospectus. It describes the First
Financial Corporation 1996 Dividend Reinvestment Plan (the "Plan"). The Plan
offers eligible Shareholders the opportunity to purchase additional shares of
the common stock, $2.50 par value, of First Financial Corporation ("First
Financial" or the "Company") through the automatic reinvestment of cash
dividends paid by the Company. No brokerage commissions, fees or service
charges will be paid by Participants for purchases made under the Plan. The
Plan applies only to cash dividends (if and when declared) and it contains
various terms and conditions.
Purchases under the Plan paid for with cash dividends will be made at an
estimated market price as provided in the Plan. Dividends will be reinvested
if and when cash dividends are paid. It is anticipated that the Plan will
purchase original issue shares of Common Stock from the Company for the
accounts of eligible Participants under the Plan, as described herein.
You may enroll in the Plan by completing the enclosed Account Authorization
Form and returning it to FIRST FINANCIAL CORPORATION, attention: FFC Plan
Administrator. Shareholders enrolled in the Plan will continue in the Plan
unless they notify the FFC Plan Administrator in writing that they wish to
withdraw from participation or until the Plan is terminated or suspended by the
Company.
Additional information about the Plan is provided in a question and answer
format, as well as in the Plan, in this Prospectus. Should additional
questions arise, please contact us. You may enroll in the Plan by completing
the enclosed Plan Authorization Form and returning it to First Financial
Corporation, Attention: FFC Plan Administrator.
If you do not wish to participate in the Plan, you need not take any
action; you will continue to receive your cash dividends by check, if and when
paid.
Sincerely,
/s/ David Major, Chairman
-------------------------
David Major
Chairman of the Board
<PAGE> 4
PROSPECTUS
100,000 SHARES
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
COMMON STOCK
First Financial Corporation (the "Company"), a Tennessee corporation that is a
registered one bank holding company, is offering through its Dividend
Reinvestment Plan described in this Prospectus a maximum of 100,000 shares of
its common stock, $2.50 par value (the "Common Stock"), to all holders of
record of the Company's Common Stock, $2.50 par value per share (the "Shares"
or the "Common Stock"), the opportunity to have cash dividends on their Common
Stock automatically reinvested in Shares of the Common Stock. Any owner of
record of at least one whole Share of the Company's Common Stock is eligible to
participate in the Plan. Beneficial owners may participate in the Plan under
certain circumstances. This offer is made in accordance with the terms and
conditions of the 1996 Dividend Reinvestment Plan (the "Plan") set forth in
this Prospectus.
Investment options offered under the Plan are:
Full Dividend Reinvestment -- Reinvest dividends on all Shares held of record.
Partial Dividend Reinvestment -- Reinvest dividends on less than all Shares
held of record by electing to continue receiving cash dividends on a specified
percentage of Shares.
The Plan will be administered by First Financial Corporation (or its designee;
the "Plan Administrator"). A Shareholder may begin participating in the Plan
by completing an Account Authorization Form and returning it to the Plan
Administrator. There are timing restrictions for enrollment in the Plan.
It is intended that the will sell, for the foreseeable future, original issue
shares to Participants based on an estimated market price equal to the greater
of an estimated average or book trade of the Shares.
THIS PROSPECTUS RELATES TO 100,000 AUTHORIZED SHARES OF THE COMPANY REGISTERED
FOR SALE UNDER THE PLAN. PLEASE RETAIN THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.
The Company's Common Stock is not listed or traded on any recognized exchange
or market. Please refer to the "RISK FACTORS" and market price discussions set
forth herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH AN OFFER.
THE DATE OF THIS PROSPECTUS IS JUNE 6, 1996.
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SUMMARY
This Prospectus describes the Company's 1996 Dividend Reinvestment Plan
(the "Plan"), which was initially considered by the Company's Board of
Directors in late 1995 and adopted on May 27, 1996. The Company's management,
pursuant to authority delegated to it by the Board of Directors, in its
discretion, expects that the Plan will be effective (until modified or
terminated) for dividends payable after June 1, 1996. The Plan offers
Shareholders of the Company the opportunity to purchase additional shares of
the Company's Common Stock without the expense of brokerage commissions, fees
or service charges. Participating shareholders ("Participants") will be able
to purchase shares at the estimated market price (the "Estimated Market Price",
as defined below) on all purchases made under the Plan with cash dividends.
Any cash dividends eligible to purchase additional shares will be reinvested if
and when cash dividends are paid. There is no guaranty that dividends will be
declared or paid at any time. Optional cash purchases are not permitted.
As set forth in the Plan, the Company intends for the present to effect
purchases under the Plan by selling original issue shares of Common Stock to
Participants. It is not intended that the FFC Plan Administrator will effect
purchases of shares of Common Stock on the open market for the accounts of
Participants, or by any other methods at the present time.
RISK FACTORS
No list of risk factors or other considerations is intended to predict all
possible risks or investment considerations nor should any investor assume that
the facts and circumstances described herein are not subject to change.
ABSENCE OF TRADING MARKET
There is very little market activity in the Common Stock. The Common Stock
is not listed, traded or quoted on any securities exchange or in the
over-the-counter market, and no dealer has committed to make or makes a market
in the Common Stock, although isolated transactions between individuals occur
from time to time. The shares of Common Stock to be issued under the Plan are
registered under the Securities Act. The Common Stock is not registered under
the Securities Exchange Act of 1934, as amended, although it files some reports
thereunder.
Consequently, Shareholders will continue to be subject to liquid
marketability considerations that they could expect to confront with the
ownership of securities that are not traded in any established or recognized
exchange or other market. They must consider that they may be unable to sell
the shares purchased for them under the Plan at a price equal to or greater
than the purchase price paid by the Plan Administrator pursuant to the Plan, if
at all.
Other risk factors may exist, occur, or recur from time to time.
DILUTION
There are no restrictions on the issuance of additional shares of the
Common Stock by the Company. Consequently, the Company may issue additional
shares of the Common Stock in the future (although there are no immediate plans
to do so) with the result that each Shareholder's percentage of interest,
including Plan Participants, in the Company is diluted.
Shareholders have no preemptive rights to purchase shares of the Common
Stock although such rights may be granted by the Company Board of Directors in
respect of any future issues of the Common Stock. Further, the Board of
Directors may elect to sell shares of the Company's authorized preferred stock
on terms and conditions, and with such preferences, as the Board may determine
from time to time (five million such shares are authorized).
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THE COMPANY
First Financial Corporation ("First Financial" or the "Company") is a
financial services corporation incorporated under the laws of the State of
Tennessee in 1991 for the purpose of becoming a bank holding company by
acquiring all issued and outstanding common stock of First Bank & Trust ("First
Bank" or the "Bank"). The Company is a bank holding company within the meaning
of the Bank Holding Company Act of 1956, as amended. The Company's principal
business is the ownership of the Bank.
The principal executive offices of the Company are located at 1691 North
Mt. Juliet Road, Box 355, Mt. Juliet, Tennessee 37122, telephone (615)
754-2265.
THE DIVIDEND REINVESTMENT PLAN
The following, in question and answer form, together with the attached
"Plan" (Exhibit B) constitutes the Plan that is offered by this Prospectus to
holders of record of the Company's Common Stock. Those holders of the
Company's Common Stock who do not wish to participate in the Plan will continue
to receive cash dividends, if and when paid, by check or other established
means. Those holders who do not sign and return the enclosed Account
Authorization Forms (Exhibit A) will not participate in the Plan unless and
until a duly executed Account Authorization Form is received by the Plan
Administrator at the address specified herein. The Plan itself is attached to
this Prospectus as Exhibit B.
The Plan will be available for dividends paid subsequent to the effective
date of this Prospectus (June 1, 1996, subject to the authority of the Chairman
to delay the effective date thereof by written notice of the delay delivered to
the Plan Administrator).
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to
provide owners of the Company's Common Stock with a means of investing cash
dividends in shares of First Financial's Common Stock, without payment of any
brokerage commission, service charges or other expense by Participants. The
shares will initially be original issue shares purchased from the Company at
the Estimated Market Price (as defined below). The Plan provides that the
Company will sell original issue shares of Common Stock to the Plan for the
Participants. Therefore, the Company will have the opportunity to receive
additional funds for its general corporate purposes from such sales. (See "Use
of Proceeds" for further information regarding the use of the proceeds received
from the sale of such original issue shares of the Common Stock.) For purposes
of the Plan, shares that have been accounted for as "treasury shares" on the
Company's financial statements will be deemed to be original issue shares.
THE "ESTIMATED MARKET PRICE"
2. WHAT IS THE "ESTIMATED MARKET PRICE"? The "Estimated Market Price"
is the price at which shares of the Common Stock will be purchased by the Plan.
Because the Common Stock is not traded on any recognized or established
securities market or exchange, the Plan Administrator must establish a price to
be paid for purchases under the Plan. Accordingly, under the Plan, the price
to be paid for shares of the Common Stock to be purchased into the Plan will be
the greater of the Average Trade Value or the Book Value. Gifts and transfers
deemed not to be at arms-length may be, but are not required to be, ignored by
the Plan Administrator. Only transactions that the Plan Administrator deems
clear and reliable as to actual stock price will be included.
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As used in the Plan, the "Average Trade Value" is the weighted average of
the three most recent transactions in the Common Stock as known to the
Company's Chief Executive Officer. However, for a particular transaction to be
included in the Average Trade Value in respect of the next payment of cash
dividends, the transactions must have occurred and the price per share
communicated to the attention of the Plan Administrator at least fifteen (15)
days prior to the Dividend Record Date.
As used in the Plan, "Book Value" is the book value per share as reasonably
determined by the Board of Directors (or by a formula established by the
Board). Such Book Value shall be as of the most recent calendar month end next
preceding the applicable Dividend Record Date.
See "Market Price, Dividends, and Related Matters" elsewhere in this
Prospectus. The price may never be less than the Book Value of the Shares of
the Common Stock even if the Average Trade Value is lower than the Book Value.
ADVANTAGES AND DISADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN? The Participants in the Plan
may:
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(1) Automatically and without any action by the Participant, invest eligible cash dividends on all
or less than all shares of the Company's Common Stock registered in their names without any
charges for brokerage commissions or other fees;
(2) Avoid cumbersome safekeeping requirements and record keeping costs through the free custodial
service and reporting provisions of the Plan; and
(3) Invest the full amount of eligible cash dividends paid to the Participant in the Plan (subject
to the limitation that fractional shares cannot be purchased and will not be issued pursuant to
the Plan).
</TABLE>
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<S> <C>
4. WHAT ARE THE PRINCIPAL DISADVANTAGES OF THE PLAN? The primary disadvantages of the Plan are:
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<S> <C>
(1) The date by which decisions to reinvest dividends must generally be more than 15 days prior to the
applicable Dividend Payment Date. During the periods between the date a Participant elects to have
dividends reinvested and the date dividends are reinvested, Participants' funds may be exposed to
changes in the Estimated Market Price.
(2) No interest will be paid on uninvested cash held by the FFC Plan Administrator.
(3) Participants will not have the authority to direct the time or the price at which Shares under the
Plan may be purchased.
(4) Participants will not be able to determine the actual number of Plan Shares purchased on their behalf
until after the applicable Dividend Payment Date.
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PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE? All holders of the Company's Common
Stock who own at least one whole share of the Common Stock are eligible to
participate in the Plan (an "Eligible Shareholder"). Shareholders may
participate with respect to less than all of their shares, in which case they
should enter the percentage of shares as to which they wish to participate on
the Account Authorization Form. If no designation is made as to the percentage
of shares, all shares will be deemed included. (Any portion of a share
resulting from a percentage designation on the Account Authorization Form will
be
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rounded down to the next whole share.) However, a Participant may change the
percentage of shares designated, or withdraw from the Plan, at any time prior
to fifteen (15) days before the next succeeding Dividend Record Date.
Shareholders not wishing to participate in the Plan need take no action to
select not to participate. Unless an Account Authorization Form is actually and
timely received by the Plan Administrator, the Shareholder will not be deemed
to be a Participant until after such time as an Account Authorization Form is
actually and timely received by the Plan Administrator.
Although an Eligible Shareholder may join the Plan at any time, there are
limitations as to participation in particular cash dividends. Thus if an
Account Authorization Form specifying reinvestment of dividends is received by
the Plan Administrator at least fifteen (15) days before the record date
established for payment of a particular dividend (the "Dividend Record Date"),
reinvestment will commence with the next cash dividend payment. If, instead,
the Account Authorization Form is received less than fifteen (15) days prior to
the applicable Dividend Record Date, the reinvestment of dividends through the
Plan will begin with the next succeeding dividend if and when declared and
paid.
Historically, the Company has sought to pay dividends once annually during
the middle of the calendar year. However, there is no guaranty that the
Company will continue to declare or pay cash (or any other) dividends. The
dates on which dividends, if any are paid, on the Company's Common Stock will
be paid (the "Dividend Payment Dates") are expected to be approximately in the
middle of any given calendar year. The Dividend Record Date for determining
Shareholders who receive dividends should generally be expected to precede the
Dividend Payment Date by two or more weeks. Shareholders may call the FFC Plan
Administrator with questions concerning the next anticipated Dividend Record
Date known to the FFC Plan Administrator. Of course, the frequency and timing
of cash dividends, and the dates on which any cash dividends may actually be
declared and/or paid, may vary from time to time. There is no assurance that
cash (or any other) dividends will be declared in the future.
6. ARE THERE RESTRICTIONS ON PURCHASING SHARES PURSUANT TO THE PLAN?
Yes. Although a Shareholder may join in the Plan at any time, the Plan
Administrator will not purchase shares for such Participant's account if the
Plan Administrator receives the Account Authorization Form less than fifteen
days prior to the Dividend Record Date. Nor will a purchase be made for a
Participant's account if such a purchase would result in the purchase of a
fractional share. Thus, if the amount of a cash dividend being paid to a
Participant is less than the amount required to purchase a single whole share,
the Plan Administrator will not make any purchase with such dividend but will,
rather, pay the entire cash dividend amount to the Participant. In that case,
the Participant will receive the cash dividend but will not experience any
increase in such Participant's share ownership. If the amount of cash dividend
being paid to a Participant's account exceeds the exact amount needed to buy
one or more whole shares at the price being paid at the time for shares, then
the excess over such exact amount will be paid to the Participant in cash and
not used to purchase shares. IN NO EVENT WILL FRACTIONAL SHARES BE PURCHASED
BY THE PLAN ADMINISTRATOR OR ISSUED TO ANY PARTICIPANT. No interest will be
paid for cash held in the Plan pending its return to the Participants as their
interests may appear.
7. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT? An eligible
Shareholder may join in the Plan by signing the Account Authorization Form and
returning it to the Plan Administrator. A postage-paid envelope is provided
for this purpose. One Account Authorization Form is enclosed with this
Prospectus and additional forms may be obtained at any time by written request
to the FFC Plan Administrator, as follows: Attention: FFC Plan Administrator,
P.O. Box 355, Mt. Juliet, Tennessee 37122-0355.
8. WHAT DOES THE ACCOUNT AUTHORIZATION FORM PROVIDE? The Account
Authorization Form allows the Participant to indicate the manner of
participation in the Plan by checking the appropriate box. A form of the
Account Authorization Form is attached to the Prospectus as Exhibit A. The
Participant may indicate whether he or she wishes to reinvest any cash
dividends paid on all or on some portion of the shares of the Company's Common
Stock registered in the Participant's name.
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<PAGE> 9
Any cash dividends on participating shares of Common Stock purchased for
each Participant's account under the Plan will be automatically reinvested in
additional whole shares of Common Stock, but not fractions, unless and until
the Participant withdraws whole shares from and in accordance with the terms of
the Plan. (Please refer to paragraphs 25 and 26 below.)
9. DO I NEED TO NOTIFY ANY ONE OTHER THAN THE PLAN ADMINISTRATOR OF MY
DECISION TO ENROLL IN THE PLAN? There may be occasions when a Shareholder
should notify some one in addition to or other than the Plan Administrator in
order to enroll shares in the Plan. If there is a custodian or trustee for a
Participant's shares (such as, by way of example only, in the case of certain
Individual Retirement Accounts ("IRAs")), the Participant might need to contact
such custodian or trustee to direct or encourage them to enroll in the Plan by
filing an Account Authorization Form. Of course, each Shareholder's and
Participant's circumstances may differ and the Plan Administrator will follow
the directions of the record owner as set forth on a duly received Account
Authorization Form.
10. MAY A PARTICIPANT CHANGE THE METHOD OF PARTICIPATION AFTER
ENROLLMENT? If a Participant elects to participate through the reinvestment of
dividends on a specified portion of the shares registered in the Participant's
name, but later decides to participate with respect to a different portion of
the shares registered in the Participant's name, the Participant must notify
the Plan Administrator in writing to that effect, but such notification must be
received no later than fifteen (15) days before a particular Dividend Record
Date in order to make the Participant's new instructions effective with respect
to reinvestment of that dividend. (Please refer also to paragraph 23 below.)
11. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS? The FFC Plan
Administrator is a person employed or controlled by the Company or a subsidiary
of the Company (the "Plan Administrator"). This person is not independent of
the Company. The Plan Administrator administers the Plan for Participants,
arranges for the custody of share certificates, keeps records, sends statements
of account to Participants and performs other administrative duties relating to
the Plan. Shares of Common Stock purchased under the Plan will be held by the
Plan Administrator and may be registered in the name of a nominee as agent for
the Participants in the Plan. Shares are expected to be held in book-entry
form on the stock records of the Company.
COSTS
12. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN? No. Participants will incur no brokerage commissions, fees,
safekeeping costs or service charges for the purchases made under the Plan.
All costs of the administration of the Plan incurred by the Plan and/or the
Plan Administrator will be paid by the Company. However, certain expenses
charged by brokerage houses and custodians related to particular Shareholders
or Participants (such as self-directed IRAs) will not be paid by the Plan.
PURCHASES
13. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN? The price for original issue shares will be the Estimated Market Value
as determined above (see paragraph 2, above).
14. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
If you become a Participant in the Plan, the number of shares to be purchased
depends on the amount of your cash dividends and on the Estimated Market Price
of the Common Stock. Your account will be credited with that number of whole
shares equal to the total amount invested divided by the purchase price per
share paid in connection with such dividend payment by the Company.
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<PAGE> 10
15. WILL CERTIFICATES BE ISSUED TO THE PLAN ADMINISTRATOR OR TO ME?
These shares are expected to be accounted for on a book-entry basis on the
records of the Company. This feature is designed to protect against loss,
theft or destruction of stock certificates and to facilitate safekeeping. The
number of shares purchased and held for each Participant's account under the
Plan will be shown on a statement of account. When a Participant withdraws
shares, these will be issued in the form of a certificate.
16. WILL ALL SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN BE ORIGINAL
ISSUE SHARES? Yes, unless and until the Plan is amended, all shares purchased
under the Plan will be as many original issue whole shares of the Company's
Common Stock as each Participant's cash dividends will purchase on each
occasion.
17. WHEN WILL THE PURCHASE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN BE MADE? It is anticipated that the Plan Administrator will invest cash
dividends promptly pursuant to the Plan. However, no interest will be paid on
cash dividends pending their investment or distribution. Cash dividends that
are otherwise subject to investment under the Plan may be distributed to the
Participants, in whole or in part, without regard for the Plan in the event
that the Plan Administrator determines that an insufficient number of shares is
available to be purchased under the Plan with all or a portion of the cash
dividends available to the Plan.
18. IF THE COMPANY ELECTS TO SELL ORIGINAL ISSUE SHARES TO PARTICIPANTS,
WHEN WILL SUCH SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN? On the
first business day of each month following the payment of a cash dividend (the
"Investment Date"), any cash dividends on shares of Common Stock will be
applied to the purchase of additional shares of Common Stock. Participants
will become owners of the shares purchased for them under the Plan on the
Investment Date. However, for Federal and state income tax purposes, the
holding period is expected to commence on the day following the Investment
Date. (Please refer to paragraph 28 below.)
19. CAN THE COMPANY ELECT TO MAKE OPEN MARKET PURCHASES FOR THE PLAN
AND, IF SO, WHEN WILL SUCH SHARES OF COMMON STOCK BE PURCHASED? Presently
neither the Plan Administrator nor the Company, nor any other person, is
authorized to make open market purchases for the Plan.
20. CAN I PLEDGE THE SHARES PURCHASED THROUGH TO PLAN? Shares credited
to the account of a Participant under the Plan may not be pledged as collateral
security for a loan or other obligation of a Participant. A Participant who
wishes to pledge or otherwise utilize such shares as collateral must first
request that certificates for such shares be issued in the Participant's name
and must receive such certificates before any such pledge may be made.
REPORTS TO PARTICIPANTS
21. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN? As
soon as practicable after each share purchase, Participants will receive a
statement of account showing the total number of shares held in their account,
the amount invested, the number of shares purchased, the price per share and
the date of purchase. In addition, each Participant will receive copies of the
Company's reports to Shareholders (if any), proxy statements, and certain
information for income tax reporting purposes.
DIVIDENDS
22. WILL PARTICIPANTS BE CREDITED WITH ANY DIVIDENDS ON SHARES HELD IN
THEIR ACCOUNT UNDER THE PLAN? Yes. The Plan Administrator will receive any
cash dividends for all shares held in the Plan, and will credit such dividends
to such Participant's account. Such dividends will be automatically reinvested
in additional whole shares of Common Stock, and credited as of any respective
Dividend Payment Date, or paid in whole or in part to the Participant. (Please
refer to paragraph 6 above.)
7
<PAGE> 11
DISCONTINUANCE OF DIVIDEND REINVESTMENT
23. HOW DOES A PARTICIPANT DISCONTINUE THE REINVESTMENT OF DIVIDENDS
UNDER THE PLAN? A Participant may discontinue the reinvestment of dividends
under the Plan on all or part of the shares with respect to which he or she has
elected to participate in the Plan by notifying the Plan Administrator in
writing to that effect. To be effective for any given Dividend Payment Date,
notice of withdrawal must be received by the Plan Administrator at least 15
days before such Dividend Record Date. Any notice of withdrawal received less
than 15 days prior to a Dividend Record Date will not be effective until
dividends paid for such record date have been reinvested and the shares
credited to the Participant's Plan account. Automatic reinvestment of
dividends on shares held in a Participant's Plan account may be ended only by
withdrawing the shares from the Plan account. (Please refer to paragraphs 24
and 25 below.)
Options open to Participants who wish to discontinue participation are
total or partial withdrawal from the automatic dividend reinvestment feature as
to non-Plan shares and partial or total withdrawal of Plan shares.
24. WHAT HAPPENS ON DEATH OR INCOMPETENCY? Upon receipt by the Plan
Administrator of actual notice of the death or adjudication of incompetency
that is satisfactory to the Plan Administrator, no further purchases will be
made for that Participant's account in the Plan. Any shares and/or cash in the
Plan Administrator's custody pursuant to the Plan will be held until delivery
to an authorized person or entity is requested by such person or entity and
such request is approved by the Plan Administrator based upon instructions or
evidence satisfactory to the Plan Administrator. The Plan Administrator is
authorized (but not required) to accept the instructions of any person or
entity believed to be genuine and authorized without independent verification
and without liability for error.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
25. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN? A
Shareholder who has purchased shares of the Company's Common Stock under the
Plan may withdraw all or a portion of such shares from his or her account by
notifying the Plan Administrator in writing to that effect and specifying in
the notice the number of shares to be withdrawn. However, the Plan
Administrator shall not be required to cause the issuance of fewer than
twenty-five (25) shares unless such lesser amount is the total amount of whole
shares that the requesting Participant has in the Plan. This notice should be
mailed to: FFC Plan Administrator, P.O. Box 355, Mt. Juliet, Tennessee
37122-0355. Certificates for whole shares of Common Stock so withdrawn will be
registered in the name of and issued to the Participant. IN NO CASE WILL
FRACTIONAL SHARES BE PURCHASED OR CERTIFICATES REPRESENTING FRACTIONAL SHARES
ISSUED. Any notice of withdrawal received less than fifteen (15) days prior to
a Dividend Record Date will not be effective until any dividends paid on the
Dividend Payment Date have been reinvested and the shares credited to the
Participant's Plan account. (Please refer to paragraph 26 below.)
26. HOW MAY A PARTICIPANT TRANSFER SHARES HELD IN HIS OR HER ACCOUNT
UNDER THE PLAN? A Participant who wishes to transfer shares held in the
Participant's account under the Plan must first withdraw those shares from the
Plan, following the procedure set out in paragraph 25 above. Upon receipt of
certificates for such shares, the Participant may then transfer such shares.
27. WHAT HAPPENS WHEN A PARTICIPANT WHO IS REINVESTING CASH DIVIDENDS ON
ALL OR PART OF THE SHARES REGISTERED IN THE PARTICIPANT'S NAME SELLS OR
TRANSFERS A PORTION OF SUCH SHARES? If a Participant who is reinvesting any
cash dividends on all or part of the shares of Common Stock registered in his
or her name disposes of a portion of those shares with respect to which he or
she is participating in the Plan, the Company will continue to reinvest the
dividends on the remainder of such Participant's shares. Reinvestment of
dividends on the shares disposed of will be governed by the directions of the
new record owner. (Please refer also to paragraph 28 below as to possible tax
consequences.)
If a Participant disposes of all shares of the Company's Common Stock
registered in his or her name, the Plan Administrator will, unless the
Participant also withdraws all shares held in his or her account under the
Plan, continue to reinvest the dividends on the shares held in his or her Plan
account.
8
<PAGE> 12
FEDERAL INCOME TAX CONSEQUENCES
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN? To the extent that distributions by the Company to its Shareholders are
treated as made from the Company's earnings and profits, the distributions will
be dividends taxable as ordinary income. The Company has sufficient earnings
and profits that Participants can expect that the full amount of any
distribution under the Plan will be taxable as dividends.
The full amount of dividends reinvested will, in the case of corporate
shareholders, be eligible for the dividends received deduction available under
the Internal Revenue Code, which will allow corporate shareholder. to exclude
seventy percent (70%) of their dividends for federal income tax purposes. The
dividends received deduction is increased to eighty percent (80%) if a
corporate shareholder owns twenty percent (20%) or more of the Company's Common
Stock.
The Company does not withhold taxes from any amounts paid to the Plan as
cash dividends. Shareholders are responsible for their own withholding and tax
payments. The Company will send out, to the extent required by law, an
appropriate statement of the amount paid in income that is attributable to each
Participant (currently, a form 1099).
The basis, for federal income tax purposes, of any shares acquired through
the Plan will be the actual price at which all shares with respect to a
specific Dividend Payment Date were acquired. The holding period for shares
acquired through the Plan will begin on the day the last shares with respect to
a specific Dividend Payment Date are acquired by the Plan. Depending upon each
Participant's particular circumstances, sales or other transfers of Plan Shares
may result in taxes being owed.
THE FOREGOING SUMMARIZES THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN TO
PARTICIPANTS, AND DOES NOT INCLUDE A DISCUSSION OF STATE AND LOCAL INCOME TAX
CONSEQUENCES (IF ANY) OF PARTICIPATION IN THE PLAN AND DOES NOT PURPORT TO
ADDRESS THE PARTICULAR CIRCUMSTANCES OF ANY TRANSACTION(S) TO ANY INDIVIDUAL
PARTICIPANT. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR FURTHER
INFORMATION WITH REGARD TO THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF
THEIR PARTICIPATION IN THE PLAN. THE COMPANY IS NOT SEEKING ANY TYPE OF RULING
FROM THE INTERNAL REVENUE SERVICE, OR ANY OPINION OF ANY LEGAL OR OTHER TAX
ADVISOR, REGARDING THE FEDERAL OR STATE INCOME TAX CONSEQUENCES OF THE PLAN.
OTHER INFORMATION
29. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING,
ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT? Participation in any rights
offering will be based upon both the shares registered in Participants' names
and the whole shares to the Participants' Plan accounts. Any stock dividend or
shares resulting from stock splits with respect to whole shares credited to the
Participants' Plan accounts will be credited to such accounts.
30. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF
SHAREHOLDERS? All shares of Common Stock credited to the Participant's account
under the Plan will be voted as the Participant directs. If on the record date
for a meeting of Shareholders there are shares credited to the Participant's
account under the Plan, the Participant will be sent the proxy material for
such meeting. When the Participant returns an executed proxy in a timely
fashion, it will be voted with respect to all shares credited to the
Participant. If the Participant prefers, all such shares may be voted in person
rather than by proxy. The shares will not be voted unless the Participant
votes them by proxy or in person.
31. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR? The Plan
Administrator receives any cash dividend payments for Participants, invests
such amounts in additional whole shares of the Company's Common Stock,
maintains continuing records of each Participant's account, and advises
Participants as to all transactions in, and the status of, their accounts. The
Plan Administrator acts in the capacity of agent for the Participants. At the
present time, the Company is acting as its own Plan Administrator. The
Company's transfer agent is its wholly-owned commercial bank subsidiary, First
Bank & Trust, Mt. Juliet, Tennessee.
9
<PAGE> 13
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
Participant. Therefore, Participants should promptly notify the Plan
Administrator in writing of any change of address.
NEITHER THE PLAN ADMINISTRATOR, THE PARTICIPANTS' NOMINEE OR NOMINEES, NOR
THE COMPANY SHALL HAVE ANY LIABILITY FOR ACTIONS TAKEN OR OMITTED IN GOOD FAITH
PURSUANT TO THE PLAN INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR LIABILITY
ARISING OUT OF FAILURE TO TERMINATE A PARTICIPANT'S ACCOUNT UPON SUCH
PARTICIPANT'S DEATH OR ADJUDICATED INCOMPETENCY PRIOR TO RECEIPT OF NOTICE IN
WRITING OF SUCH DEATH OR ADJUDICATED INCOMPETENCY, NOR SHALL THEY HAVE ANY
DUTIES, RESPONSIBILITIES OR LIABILITIES EXCEPT SUCH AS ARE EXPRESSLY SET FORTH
IN THE PLAN.
The Participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock purchased
under the Plan will, at any particular time, be worth more or less than their
purchase price.
All communications regarding the Plan should be addressed to FFC Plan
Administrator, Attention: FFC Plan Administrator, at the Company's address and
telephone number: Attention: FFC Plan Administrator, P.O. Box 355, Mt.
Juliet, Tennessee 37122-0355; Telephone: (615) 754-2265.
32. WHAT LAWS GOVERN THE PLAN? All transactions in connection with the
Plan are governed by the laws of the State of Tennessee. The registration of
original issue shares, if any, will be governed by the Securities Act of 1933,
as amended (the "Securities Act"), and the securities laws of the states in
which Participants reside. The Plan is hereby amended to conform to the terms
of the Securities Act and the Securities Exchange Act of 1934, as amended.
33. WHEN WILL THE PLAN BE EFFECTIVE? Except as provided below, or until
changed, suspended, terminated or discontinued, the Plan will be effective for
any dividends declared and paid by the Company after June 1, 1996. However,
the Board of Directors has authorized the Chairman of the Board to delay the
effectiveness of the Plan by a written delaying notice delivered to the Plan
Administrator. The Chairman of the Board, and/or the Board itself, will then
specify a new effective date or terminate the Plan.
34. MAY THE PLAN BE EXTENDED, CHANGED, SUSPENDED, TERMINATED OR
DISCONTINUED? While the Company currently expects to continue the Plan
indefinitely, the Company reserves the right to change, suspend, discontinue or
terminate the Plan at any time and for any reason (or for no reason). It also
reserves the right to modify and interpret the Plan at any time in its sole
discretion. Participants will be notified of any such discontinuance,
suspension or termination, and of any modification which, in the view of the
Plan Administrator, materially affects their rights under the Plan.
INSURANCE COVERAGE
35. ARE THE SECURITIES ISSUED BY COMPANY AND HELD BY THE PLAN INSURED?
No. Such securities are not insured pursuant to the Federal Deposit Insurance
Act or by any other comparable agency or program.
USE OF PROCEEDS
The Company has no current specific plan for the use of the net proceeds
from the sale of shares of original issue Common Stock offered pursuant to the
Plan. The Company expects that such proceeds will be used for general
corporate purposes of the Company including, but not being limited to, future
acquisitions, and investment in, or extensions of credit or advances to, the
Company's banking and nonbanking subsidiaries.
10
<PAGE> 14
PLAN OF DISTRIBUTION
The Shares sold under the Plan are being purchased by the Plan Administrator
directly from the Company for the benefit of the Plan and the Plan Participants.
There will be no brokerage commissions or other fees charged to Participants in
connection with the purchase of Plan Shares. The Plan does not permit the
purchase of fractional shares, open market purchases or optional purchases
through cash payments by Participants. To the extent that financial
intermediaries do participate in such trading activities, they may be deemed
underwriters within the meaning of Section 2(11) of the Securities Act of 1933.
The Company has not entered into any formal or informal arrangement with any
financial intermediary to engage in such transactions and does not intend to do
so.
The Common Stock may not be available under the Plan in all States. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Shares of the Common Stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
MARKET PRICE, DIVIDENDS, AND RELATED MATTERS
(A) MARKET INFORMATION
There is no established public trading market in the Company's Common
Stock. Management, however, believes that Middle Tennessee is the principal
market area for the Common Stock. The following table sets forth the high and
low sales prices per share of the Common Stock for each quarter of fiscal years
1995 and 1994. During 1995 the Company redeemed 234 shares of its Common Stock
in a single transaction for $26.00 per share to assist in providing liquidity
in the stock. The other information included below has been reported to the
Company by certain selling or purchasing shareholders in privately negotiated
transactions during the periods indicated. Although management believes that
the information supplied by purchasers and sellers concerning their respective
transactions is generally reliable, it has not been verified. Such information
may not include all transactions in the Company's Common Stock for the
respective periods shown, and it is possible that transactions occurred during
the periods reflected or discussed at prices higher or lower than the prices
set forth below. Some of the transactions may have involved the Company or its
principals. (The dollar amounts below do not reflect the impact of the stock
split that became effective May 1, 1996.)
<TABLE>
<CAPTION>
Calendar Quarter Common Stock
---------------- -------------------------------------------
High Low
---- ---
<S> <C> <C>
1996
Second Quarter $33.00 (1) $33.00 (1)
First Quarter $32.00 (1) $32.00 (1)
1995
Fourth Quarter $30.00 $28.00
Third Quarter $30.00 $28.00
Second Quarter $ (*) $ (*)
First Quarter $26.00 $25.00
1994
Fourth Quarter $24.50 $ 24.00
Third Quarter $24.00 $ 20.46
Second Quarter $22.00 $ 20.00
First Quarter $21.00 $ 20.00
</TABLE>
- --------------------------------------
(1) One trade made in this quarter that is known to the Company.
(*) No trade known to the Company in this quarter.
******
11
<PAGE> 15
The last trade known to management involved 100 shares at $33.00 per
share on April 12, 1996. Because there is no established trading market for
the Company's Common Stock, and because the Company and its directors,
officers, and/or employees may be involved, the prices shown above may not
necessarily be indicative of the fair market value of the Common Stock or of
the prices at which the Company's Common Stock would trade if there were an
established market. Accordingly, there can be no assurance that the Common
Stock will subsequently be purchased or sold at prices comparable to the prices
set forth above.
THE COMPANY'S COMMON STOCK
The Company is authorized by its Charter to issue 5,000,000 shares of
Common Stock, par value of $2.50 per share. In connection with the acquisition
of First Bank & Trust ("First Bank"), effective January 1, 1992, the Company
issued 530,000 shares of the Common Stock and, effective May 1, 1996, split the
shares two-for-one. At May 31, 1996, the Company had 923,960 shares
outstanding (not including the shares reserved for options which have been or
may be granted under existing plans).
Holders of the Company's Common Stock are entitled to cast one vote
for each share held of record on all matters submitted to a vote of
shareholders and are not entitled to cumulate votes for the election of
directors. Holders of the Common Stock have no preemptive rights to subscribe
for or to purchase any additional shares of the Company's Common Stock. In the
event of liquidation, holders of the Company's Common Stock are entitled to
share in the distribution of assets remaining after payment of debts and
expenses. Holders of the Common Stock are entitled to receive dividends when
declared by the Company's Board of Directors out of funds legally available
therefor. Under its Charter, the Company is required to indemnify its
directors and officers for acts on behalf of the Company to the fullest extent
permitted under applicable law.
The Company is a legal entity separate and distinct from First Bank.
There are various legal and regulatory limitations under federal and state law
on the extent to which a bank holding company subsidiary such as First Bank can
finance or otherwise supply funds to the Company. First Bank is also subject
to limitations under Section 23A of the Federal Reserve Act with respect to
extensions of credit to, investments in, and certain other transactions with,
the Company. Furthermore, loans and extensions of credit are also subject to
various collateral requirements.
FFC PREFERRED STOCK
The Company's Charter authorizes the issuance by the company of up to
5,000,000 shares of its preferred stock (the "FFC Preferred Stock"), none of
which have been issued or authorized (or committed) for issuance. The FFC
Preferred Stock may be issued by vote of the Board of Directors without
shareholder approval. The FFC Preferred Stock may be issued in one or more
classes and series, with such designations, full or limited voting rights (or
without voting rights), redemption, conversion, or sinking fund provisions,
dividend liquidation rights, and other preferences and limitations as the Board
of Directors may determine in the exercise of its business judgment. The FFC
Preferred Stock may be issued by the Board of Directors for a variety of
reasons.
The FFC Preferred Stock could be issued in public or private
transactions in one or more (isolated or series of) issues. The shares of any
series of FFC Preferred Stock could be issued with rights, including voting,
dividend, and liquidation features, superior to those of any issue or class of
the Company's Common Stock. The issuance of shares of the FFC Preferred Stock
could serve to dilute the voting rights or ownership percentage of holders of
shares of the Company's Common Stock. The issuance of shares of the FFC
Preferred Stock might also serve to deter or block any attempt to obtain
control of the company, or to facilitate any such attempt. The Company has no
present plans to issue any FFC Preferred Stock.
(B) HOLDERS
The approximate number of record holders, including those shares held
in "nominee" or "street name," of the Company's Common Stock at May 31, 1996
was approximately 470.
12
<PAGE> 16
(C) DIVIDENDS
The Company commenced business for all practical purposes on January
1, 1992. The Company declared and paid cash dividends on its Common Stock of
$.35 per share in 1995, $.35 per share in 1994 and $.30 per share in 1993. No
dividends have been paid on such shares during 1996. Future dividends may be
paid as determined by the Company's Board of Directors from time to time in
accordance with federal and state law. The Company presently intends to pay
dividends in accordance with past practices; however, any dividends that may be
declared and paid by the Company in the future will depend upon earnings,
financial condition, regulatory and prudential considerations, and or other
factors affecting the Company that cannot be reliably predicted. (Dividend
information has not been adjusted to reflect the stock split that became
effective on May 1, 1996.)
The Company, as a corporation governed in part by the Tennessee
Business Corporation Act ("TBCA"), as amended, is subject to the limitations on
dividends and other distributions set forth in the TBCA. The TBCA contains
certain statutory restrictions on the ability to make distributions, including
the payment of dividends. Tennessee law allows a for-profit corporation to pay
dividends under certain circumstances that might preclude payments of dividends
by a state bank. Under state law, a bank holding company may declare and pay
dividends provided that (1) the payment of dividends would not render the
corporation unable to pay its debts as they become due in the usual course of
business; (2) the corporation's total assets are less than the sum of its total
liabilities plus (unless the charter permits otherwise) the amount that would
be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy upon dissolution the preferential rights of
shareholders whose preferential rights are superior to those receiving the
distribution; or (3) the payment of dividends would not be contrary to any
restriction contained in the corporation's charter. At present, the Company's
charter does not expressly permit distributions described in (2) above, nor
does the Company have any shareholders with rights preferential to holders of
the Company's common equity. The Company has no restriction in its charter
concerning the payment of dividends.
The Company expects that funds for the payment of dividends and
expenses (including organizational expenses) of the Company initially will come
from dividends paid to the Company by First Bank. If the Company requires
additional funds for acquisitions or investments, it may be able to obtain
those funds from additional dividends paid by First Bank or from external
financing.
Tennessee banking statutes provide that the directors of a state bank,
after making proper deduction for all expenditures, expenses, taxes, losses,
bad debts, and any write-offs or other deductions required by the Tennessee
Department of Financial Institutions (the "TDFI"), may credit net profits to
the bank's undivided profits account. Directors of a state bank may quarterly,
semiannually, or annually declare a dividend from the undivided profits account
in an amount as they shall judge expedient after deducting any net loss from
the undivided profits account to its capital surplus account (1) the amount (if
any) required to raise the capital surplus to 50% of the capital stock and (2)
the amount required (if any), not less than 10% of net profits, until the
capital surplus equals the capital stock, provided that the bank has adequately
reserved against deposits and such reserve will not be impaired by the
declaration of the dividend. A state bank, with the approval of the TDFI, may
transfer funds from its capital surplus account to its undivided profits
account or any part of its capital stock account.
The payment of dividends by any bank is, of course, dependent upon its
earnings and financial condition and, in addition to the limitations discussed
above, is subject to the statutory power of certain federal and state
regulatory agencies to act to prevent unsafe or unsound banking practices.
Please refer to the 1995 Annual Report for additional information
concerning the Common Stock, the FFC Preferred Stock, and dividends (including
limitation on the payment of dividends).
TRANSFER AGENT
The Transfer Agent and Registrar for the Common Stock is First Bank &
Trust, the Company's wholly-owned commercial bank subsidiary.
13
<PAGE> 17
COMPLIANCE WITH RULE 3A4-1
Rule 3a4-1 promulgated under the Exchange Act provides that under
certain circumstances associated persons of an issuer may not be deemed to be
brokers. The officers and directors of the Company who will be involved in the
offerings under the Plan are expected to meet the stated requirements in that
(1) none is subject to statutory disqualification as defined by the Exchange
Act; (2) none is compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; (3) none is at the time of his
participation an associated person of a broker or dealer; and (4) the persons
meet the qualifications of certain other provisions of such Rule 3a4-1.
EXPERTS
The Consolidated Financial Statements of First Financial Corporation
as of December 31, 1995 and for each of the three years in the period ended
December 31, 1995, incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995,
have been examined by Maggart & Associates, P.C., independent accountants. Such
consolidated financial statements have been so incorporated in reliance on the
reports of such independent accountants given on the authority of such firms as
experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Daniel W. Small, Attorney at Law, Suite 250,
3100 West End Avenue, Nashville, Tennessee 37203, counsel for the Company. Mr.
Small was previously a shareholder of First Financial Corporation and of First
Bank & Trust through his retirement plan.
INDEMNIFICATION OF OFFICERS, DIRECTORS
AND AFFILIATES FOR SECURITIES ACT LIABILITIES
Sections 48-18-501 through 48-18-509 of the Tennessee Code Annotated
authorize a corporation to provide for the indemnification of corporate
officers, directors, employees and agents in certain circumstances, which
circumstances could include indemnification for expenses and liabilities
incurred in connection with claims arising under the Securities Act of 1933, as
amended. The Company's Charter and Bylaws have adopted the provisions of
Tennessee law to their fullest extent.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable.
14
<PAGE> 18
EXHIBIT A
Form of Account Authorization Form
<PAGE> 19
EXHIBIT A
Form of Account Authorization Form
Obverse of Card:
To: Shareholders of First Financial Corporation:
By signing the authorization on the other side of this Form and
returning it to us, you may participate in the First Financial 1996 Dividend
Reinvestment Plan as described in the accompanying Prospectus. You may elect
by checking the appropriate box or boxes to reinvest all or some portion of the
cash dividends on your shares of Common Stock of the Company.
<TABLE>
<S> <<C> <C>
1. [ ] I wish to reinvest my cash dividends on all (100%) of my shares of Common Stock (now owned or owned in
the future).
2. [ ] I wish to reinvest my cash dividends on _______ % of my shares of Common Stock (now owned or owned in
the future).
[Please indicate a specific percentage - not number - of shares.] (Any portion a share resulting from
a percentage designation on the Account Authorization Form will be rounded down to the next whole
share.)
</TABLE>
(This is not a Proxy. Please mark your selection and sign the Account
Authorization Form in the space indicated on the other side.)
Reverse of Card:
AUTHORIZATION
Name of Shareholder:
___________________________________________________________
Taxpayer Identification Number:
_______________________________________________-
To: First Financial Corporation, attention FFC Plan Administrator, or
any duly appointed successor:
Upon my election to reinvest all or some portion of my cash dividends
as I have indicated on the other side of this Account Authorization Form (if
applicable), I hereby authorize and direct First Financial Corporation (the
"Company") to pay to the FFC Plan Administrator as the "Plan Administrator" for
my account, cash dividends payable to me on the specified percentage (or all)
of my shares of the Common Stock of the Company registered in my name. At
present, the FFC Plan Administrator is a person employed by and under the
control of the Company or a subsidiary of the Company.
I hereby appoint the Plan Administrator or its duly appointed
successor as my agent, subject to the Terms and Conditions set forth in the
Prospectus covering the First Financial Corporation Dividend Reinvestment Plan,
a copy of which I have received and read. I hereby authorize the Plan
Administrator, to the extent I have indicated on the other side of this Account
Authorization Form or may properly indicate hereafter, to take all actions
necessary to apply cash dividends payable on shares of Common Stock of the
Company registered in my name made under the Plan to the purchase of whole
shares of Common Stock of the Company.
In the event that the certificates representing shares purchased by me
are held by the Plan Administrator or Plan Administrator nominee, I hereby
authorize the Plan Administrator or such nominee to merge such certificates
into one or more certificates of larger denominations. Until such time as the
Plan Administrator requests the issuance of a certificate evidencing shares,
the Plan Administrator is authorized to permit the Transfer Agent to account
for all shares issued pursuant to the Plan to be issued on a book entry basis.
This means that no physical certificate is actually issued until the Plan
Administrator requests such physical issuance (which shall also permit the
merging of shares that I own into one or more certificates in the discretion of
the Transfer Agent.
THIS AUTHORIZATION AND APPOINTMENT IS GIVEN WITH THE UNDERSTANDING
THAT I MAY TERMINATE IT AT ANY TIME BY NOTIFYING THE PLAN ADMINISTRATOR IN
WRITING AT LEAST FIFTEEN (15) DAYS BEFORE THE RECORD DATE FOR ANY DIVIDEND
PAYMENT.
Signature:______________________________________________________________________
Printed or Typed Name:__________________________________________________________
Signature:______________________________________________________________________
Printed or Typed Name:__________________________________________________________
Date: ____________________________, 199__
[Please sign exactly as your name(s) appears on your stock certificate. This
authorization is NOT valid unless signed by all of the persons whose names
appear on that stock certificate.]
<PAGE> 20
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
JUNE 1, 1996
<PAGE> 21
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
1. Certain Terms and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Election to Participate; Account Authorization Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Cash Dividends, Purchases, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Timing of Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Limitations on Purchases, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Joining the Plan; the Account Authorization Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Notice of Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. Nominee Name(s), Book Entry, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. Proxy Materials, Votes, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. Termination by Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Loss of Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15. Notices, Changes of Address, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16. No Pledges, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
17. Costs of Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
18. Discretion of Plan Administrator, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
19. Hold Harmless, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
20. Plan Administrator Acting As Agent, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
21. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
22. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
(ii)
<PAGE> 22
FIRST FINANCIAL CORPORATION
1996 DIVIDEND REINVESTMENT PLAN
JUNE 1, 1996
This is the First Financial Corporation 1996 Dividend Reinvestment
Plan ("Plan"). The purpose of the Plan is to provide the holders of record of
at least one whole share of the common voting stock, $2.50 par value (the
"Common Stock"), of First Financial Corporation, Mt. Juliet, Tennessee (the
"Company") with a simple and convenient method of investing cash dividends in
shares of the Common Stock of the Company. The Plan has the following terms
and conditions:
<TABLE>
<S> <C>
1. CERTAIN TERMS AND DEFINITIONS. The following terms and definitions apply to the Plan:
a. "Act" means the Securities Exchange Act of 1934, as amended.
b. "Average Trade Value" means the weighted average of the three most recent transactions in the Common
Stock as known to the Company's Chief Executive Officer. However, for a particular transaction to be
included in the Average Trade Value in respect of the next payment of cash dividends, the transactions
must have occurred and the price per share communicated to the attention of the Plan Administrator at
least fifteen (15) days prior to the Dividend Record Date and must not be subject to certain other
limitations as set in this Plan and in the Question and Answer Format.
c. "Book Value" means the book value per share as reasonably determined by the Board of Directors (or by a
formula established by the Board). Such Book Value shall be as of the most recent calendar month end
next preceding the applicable Dividend Record Date.
d. "Certificate" means a stock certificate evidencing shares of the Common Stock.
e. "Commission" means the United States Securities and Exchange Commission.
f. "Common Stock" means the common voting stock, $2.50 par value, of the Company.
g. "Company" means First Financial Corporation, a registered bank holding company with offices in Mt.
Juliet, Tennessee.
h. "Dividend Payment Date" means the dates on which cash dividends on the Company's Common Stock are paid
to the Plan Administrator.
i. "Dividend Record Date" means each of the record dates established by the Company's Board of Directors
as the record date for the payment of cash dividends on the Company's Common Stock.
j. "Effective Date" means the date that the Plan is effective, which is June 1, 1996, unless delayed by
the Plan Administrator at the Company's request.
k. "Eligible Holder" or "Eligible Participant" means a holder of at least one whole share of Common Stock.
l. The "Estimated Market Price" is the price at which shares of the Common Stock will be purchased by the
Plan. Because the Common Stock is not traded on any recognized or established securities market or
exchange, the Plan Administrator must establish a price to be paid for
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
purchases under the Plan. Accordingly, under the Plan, the price to be paid for shares of the
Common Stock to be purchased into the Plan will be the greater of the Average Trade Value or the Book
Value. Gifts and transfers deemed not to be at arms-length may be, but are not required to be, ignored
by the Plan Administrator. Only transactions that the Plan Administrator deems clear and reliable as to
actual stock price will be included.
m. "Investment Date" means the first business day of each month following the payment of a cash dividend,
which is the date that any cash dividends on shares of Common Stock will be applied to the purchase of
additional shares of Common Stock pursuant to the Plan. Although participants will become owners of
the shares purchased for them under the Plan on the Investment Date, for Federal and state income tax
purposes, the holding period is expected to commence on the day following the Investment Date.
n. "Participant" means an Eligible Holder whose Account Authorization Form has been received by the Plan
Administrator.
o. "Person" means any person or entity, including any corporation, partnership, government agency,
business trust, or other legal entity of any nature.
p. "Plan" means the First Financial Corporation 1996 Dividend Reinvestment Plan.
q. "Plan Administrator" means First Financial Corporation or its designee.
r. "Plan Shares" mean any shares held in the Plan.
s. "Securities Act" means the Securities Act of 1933, as amended.
</TABLE>
2. ELIGIBILITY. All record holders of a one or more whole shares
of the Common Stock of the Company are eligible to participate in the Plan (an
"Eligible Participant"). Beneficial owners of Common Stock whose shares are
held for them in registered names other than their own, such as in the names of
brokers, bank nominees or trustees, can participate in the Plan if they either
arrange for the holder of record to join the Plan or have the shares they wish
to enroll for participation in the Plan transferred to their own names.
3. ELECTION TO PARTICIPATE; ACCOUNT AUTHORIZATION FORM. Any
Eligible Participant may elect to become a participant in the Plan
("Participant") by returning to First Financial Corporation as Plan
Administrator ("Plan Administrator") a properly completed Account Authorization
Form as attached hereto. The completed Account Authorization Form appoints
First Financial Corporation as agent in the capacity of Plan Administrator for
the Participant and:
(a) authorizes the Company to pay to the Plan
Administrator for the Participant's account all cash dividends payable
on the Common Stock registered in the Participant's name;
(b) authorizes the Plan Administrator as agent to retain
for credit to the Participant's account any cash dividends and any
shares of Common Stock distributed as a non-cash dividend or otherwise
on the shares of Common Stock purchased pursuant to the Plan ("Plan
Shares") and credited to the Participant's account and to distribute
to the Participant any other non-cash dividend paid on such Plan
Shares; and
(c) authorizes the Plan Administrator as agent to apply
cash dividends to the purchase of shares of Common Stock in
accordance with the terms and conditions of the Plan.
2
<PAGE> 24
4. PARTICIPANT ACCOUNTS. After receipt of a properly completed
Account Authorization Form, the Plan Administrator will open an account under
the Plan as Plan Administrator and agent for the Participant or in the
Participant's name on the stock records of the Company and will credit to such
account:
(a) all cash dividends received by the Plan Administrator
from the Company on shares of Common Stock registered in the
Participant's name, commencing with the first such dividends paid
after receipt of the Account Authorization Form by the Plan
Administrator, provided that the Account Authorization Form is
received at least fifteen (15) days prior to the Dividend Record Date:
(b) all full Plan Shares purchased for the Participant's
account after making appropriate deduction for the purchase price of
such shares;
(c) all cash dividends received by the Plan Administrator
on any full Plan Shares credited to Participant's account; and
(d) any shares of Common Stock distributed by the Company
as a dividend or otherwise on Plan Shares credited to the
Participant's account.
5. CASH DIVIDENDS, PURCHASES, ETC. Cash dividends credited to a
Participant's account will be applied to the purchase of whole shares of Common
Stock of the Company. The price at which the Plan Administrator shall be
deemed to have acquired shares for the Participant's account shall be Estimated
Purchase Price paid in connection with each cash dividend. A Participant's
account will NOT be credited with fractional shares under any circumstances.
The Plan Administrator will make every reasonable effort to reinvest all
dividends, and to pay to the Participant any unused cash, promptly after
receipt. All dividends will be held pending investment in a non-interest
bearing account maintained by the Plan Administrator. If whole shares are not
available for purchase under the terms of this Plan, the uninvested cash
dividends will be distributed to Plan participants forty-five (45) days after
the Dividend Payment Date.
All holders of the Company's Common Stock who own at least one whole
share of the Common Stock are eligible to participate in the Plan (an "Eligible
Shareholder"). Shareholders may participate with respect to less than all of
their shares, in which case they should enter the percentage of their shares as
to which they wish to participate on the Account Authorization Form. If no
designation is made as to the percentage of shares, all shares (100%) will be
deemed included. However, a Participant may change the percentage of shares
designated, or withdraw from the Plan at any time prior to fifteen (15) days
before the next succeeding Dividend Record Date.
Shareholders not wishing to participate in the Plan need take no
action to elect not to participate. Unless an Account Authorization Form is
actually received by the Plan Administrator, the Shareholder will not be deemed
to be a Participant until after such time as an Account Authorization Form is
actually received by the Plan Administrator.
6. TIMING OF DIVIDENDS. Of course, the frequency and timing of
dividends, and the dates on which any dividends may actually be declared and/or
paid, may vary from time to time. There is no assurance that cash (or any
other) dividends will be declared in the future.
7. LIMITATIONS ON PURCHASES, ETC. Although an Eligible
Shareholder may join the Plan at any time, there are limitations as to
participation in particular cash dividends. Thus if an Account Authorization
Form specifying reinvestment of dividends is received by the Plan Administrator
at least fifteen (15) days before the record date established for payment of a
particular dividend (the "Dividend Record Date"), reinvestment will commence
with the next cash dividend payment. If, instead, the Account Authorization
Form is received after less than fifteen (15) days prior to the Dividend Record
Date, the reinvestment of cash dividends through the Plan will begin with the
next succeeding dividend if and when declared and paid.
3
<PAGE> 25
Further, although a Shareholder may join in the Plan at any time, the
Plan Administrator will not purchase shares for such Participant's account if
the cash dividends being paid to the Shareholder in connection with the Shares
that the Participant has enrolled in the Plan if such a purchase would result
in the purchase of a fractional share. Thus, if the amount of a cash dividend
being paid to a Participant is less than the amount required to purchase a
single share, the Plan Administrator will not make any purchase with such
dividend but will, rather, pay the entire cash dividend amount to the
Participant. In that case, the Participant will receive the cash dividend but
will not experience any increase in such Participant's share ownership. If the
amount of cash dividend being paid to a Participant's account exceeds the exact
amount needed to buy one or more shares at the price being paid at the time for
shares, then the excess over such exact amount will be paid to the Participant
in cash and not used to purchase shares. IN NO EVENT WILL FRACTIONAL SHARES BE
PURCHASED BY THE PLAN ADMINISTRATOR OR ISSUED TO ANY PARTICIPANT. No interest
will be paid for cash held in the Plan pending its return to the Participants
as their interests may appear.
8. JOINING THE PLAN; THE ACCOUNT AUTHORIZATION FORM. An eligible
Shareholder may join in the Plan by signing the Account Authorization Form and
returning it to the Plan Administrator. A postage-paid envelope is provided
for this purpose. One Account Authorization Form is enclosed with this
Prospectus and additional forms may be obtained at any time by written request
to the FFC Plan Administrator, at the Company's address and telephone number:
Attention: FFC Plan Administrator, P.O. Box 355, Mt. Juliet, Tennessee
37122-0355; Telephone: (615) 754-2265.
Dividends paid other than in the form of cash (such as dividends of
shares of the Common Stock) are made outside the Plan.
9. NOTICE OF PURCHASES. The Plan Administrator will mail to each
Participant as soon as practicable a statement confirming each purchase of
Common Stock made for his account.
10. NOMINEE NAME(S), BOOK ENTRY, ETC. The Plan Administrator may
hold the Plan Shares of all Participants together in its name, in the name of
its nominee or may register them as uncertificated shares on the stock records
of the Company. No certificates will be delivered to a Participant for Plan
Shares except upon written request or upon termination of the account. No
purchases will be made of, and no certificates will be delivered for,
fractional shares. Accounts under the Plan will be maintained in the name in
which the Participant's certificates are registered when the Participant
enrolls in the Plan, and certificates for full shares will be similarly
registered when issued to the Participants. Certificates will be issued and
registered in names other than the account name, subject to compliance with
applicable laws and payment by the Participant of any applicable fees and
taxes, provided that the Participant makes a written request therefor in
accordance with the usual requirements of the Company for the registration of a
transfer of the Common Stock of the Company.
11. TAX MATTERS. It is understood that the automatic reinvestment
of dividends does not relieve the Participant of any income tax which may be
payable on such dividends. The Plan Administrator will comply with all
applicable Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under the Plan and
such information will be provided to the Participants by a duplicate of that
form or in a final statement of account for each calendar year. The Plan
Administrator is deemed to be authorized to comply with all applicable Internal
Revenue Service requirements. ALL PARTICIPANTS ARE REFERRED TO THEIR OWN TAX,
ACCOUNTING, LEGAL AND OTHER ADVISORS FOR TAX, LEGAL, INVESTMENT, ACCOUNTING OR
OTHER ADVICE. NONE OF THE COMPANY, THE PLAN, OR THE PLAN ADMINISTRATOR IS
AUTHORIZED TO OFFER ANY SUCH ADVICE TO ANY PERSON OR ENTITY AT ANY TIME AND ANY
ADVICE BY ANY PERSON OR ENTITY IS HEREBY EXPRESSLY DISCLAIMED BY THE PLAN, THE
PLAN ADMINISTRATOR, AND THE COMPANY.
4
<PAGE> 26
12. PROXY MATERIALS, VOTES, ETC. The Plan Administrator will
forward, as soon as practicable, any proxy solicitation materials to the
Participants. If the shares purchased through the Plan are not voted directly
by the Participant, the Plan Administrator will vote any Plan Shares that it
holds for the Participant's account in accordance with the Participant's
directions. If a Participant does not return a signed proxy, the Plan
Administrator will not vote such shares.
13. TERMINATION BY PARTICIPANT. A Participant may terminate the
Participant's account at any time by giving a written notice of termination to
the Plan Administrator. Any such notice of withdrawal received by the Plan
Administrator less than fifteen (15) days prior to a dividend record date will
not become effective until dividends paid on the dividend payment date have
been invested. The Company may terminate the Plan at any time. Participants
will be notified of any suspension, termination or any modification which
materially affects their rights under the Plan.
In all terminations or withdrawals, interests held in the
Participant's account and not otherwise aggregated and sold will be paid for in
cash to the Participant in an amount equal to the Estimated Market Price as of
the most recent calendar month end.
14. LOSS OF ELIGIBILITY. If at any time a Participant ceases to
be a record holder of a minimum of at least one whole share of Common Stock of
record, the Plan Administrator will notify the Participant of that fact and
permit the Participant thirty (30) calendar days to notify the Plan
Administrator that the Participant has obtained such whole share in the
Participant's name of record. Unless this time frame is met, the Plan
Administrator will terminate the Participant's account and distribute any full
shares held in his account in the Plan plus any cash (such as from a recent
sale or from a recent cash dividend).
15. NOTICES, CHANGES OF ADDRESS, ETC. The Participant shall
notify the Plan Administrator promptly in writing of any change in address.
Notices or statements from the Plan Administrator to the Participant may be
given or made by letter addressed to the Participant at his last address of
record with the Plan Administrator, and any such notice or statement shall be
deemed given or made when received by the Participant or five days after
mailing whichever occurs first.
16. NO PLEDGES, ETC. The Participant shall not sell, pledge,
hypothecate, assign or transfer any Plan Shares held for his account by the
Plan Administrator, nor shall the Participant have any right to draw checks or
drafts against his account. The Plan Administrator has no obligation to follow
any instructions of the Participant with respect to the Plan Shares or any cash
held in his account except as expressly provided under the terms and provisions
of this Plan.
17. COSTS OF ADMINISTRATION. The Company will pay the cost of
administering the Plan, including but not limited to the cost of printing and
distributing Plan literature to record holders of at least one whole share of
the Company's Common Stock, forwarding proxy solicitation materials to
Participants, and mailing confirmations of account transactions, account
statements and other notices to Participants and reasonable clerical expenses
associated therewith. Expenses not related to the Plan, such as an individual
Participant's costs of enrolling her or his own Individual Retirement Account
in the Plan, will NOT be paid by the Plan.
18. DISCRETION OF PLAN ADMINISTRATOR, ETC. A determination made
by the Plan Administrator shall be final and binding on the Plan and the Plan
Participants unless determined by a court of competent jurisdiction to have
been made maliciously and in violation of either applicable law and/or the Plan
itself.
19. HOLD HARMLESS, ETC. Neither the Plan Administrator, nor the
Company's Chairman, nor its nominee(s) shall be liable hereunder for any act or
omission to act by the Company or for any action taken in good faith or for any
good faith omission to act, including, without limitation, any claims of
liability (a) arising out of failure to terminate the Participant's account
upon the Participant's death prior to receipt of written notice of such death
accompanied by documentation satisfactory to the Plan Administrator; or (b)
with respect to the prices at
5
<PAGE> 27
which Plan Shares are either purchased or sold for the Participant's account or
the timing of, or terms on which, such purchases or sales are made; or (c) for
the market value or fluctuations in market value after purchase of Plan Shares
credited to the Participant's account. The Company further agrees to indemnify
and hold harmless the Plan Administrator and its nominee(s) from all taxes,
charges, expenses, assessments, claims and liabilities, and any cost incident
thereto, arising under federal or state law from the Plan Administrator's or
the Company's acts or omissions to act in connection with this Plan; provided
that neither the Plan Administrator nor its nominee(s) shall be indemnified
against any liabilities or costs incident thereto arising out of the Plan
Administrator's or its nominee's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duty under this Plan.
20. PLAN ADMINISTRATOR ACTING AS AGENT, ETC. It is understood
that all purchases of Common Stock pursuant to the Plan will be made by the
Plan Administrator as the agent of the Participant and that neither the Company
nor any of its affiliates shall have any authority or power to direct the time
and price at which securities may be purchased pursuant to the Plan, the amount
of securities to be purchased, or to direct the selection of any broker or
dealer through whom purchases are to be made.
21. TERMINATION OF THE PLAN, ETC. The Plan Administrator or the
Company may terminate, modify, suspend, or otherwise change or discontinue the
Plan at any time by written notice to the Participant. The Company, in its
discretion, may at any time appoint another entity to serve as Plan
Administrator. The terms and conditions of this Plan may be amended by the
Company at any time by mailing of an appropriate notice at least thirty days
prior to the effective date thereof to the Participant at his last address of
record with the Plan Administrator. No waiver or modification of the terms or
conditions of the Plan shall be deemed to be made by the Company unless in
writing signed by an authorized representative of the Company, and any waiver
or modification shall apply only to the specific instance involved.
22. GOVERNING LAW. This Plan, the Account Authorization Form
incorporated herein and made a part hereof, and the accounts of Participants
maintained by the Plan Administrator under this Plan shall be governed by and
construed in accordance with the laws of the State of Tennessee. In addition,
the Plan is hereby amended to conform to the requirements of the Exchange Act
and the Securities Act.
23. ABSENCE OF INSURANCE COVERAGE. Securities held pursuant to the
Plan are not insured pursuant to the Federal Deposit Insurance Act, the
Securities Investor Protection Act, or by any other Person or act.
24. QUESTIONS AND ANSWER FORMAT. The Question and Answer format
attached hereto as Exhibit A is incorporated herein by reference and, where
different from this Plan, the terms stated in the Question and Answer format
shall govern.
Dated: June 1, 1996
6
<PAGE> 28
================================================================================
NO PERSON, OFFICER, DIRECTOR, SOLICITOR, DEALER, 100,000
SHARES SALES PERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE FIRST FINANCIAL CORPORATION OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
FIRST FINANCIAL DIVIDEND REINVESTMENT PLAN CORPORATION. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY COMMON STOCK
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
FIRST FINANCIAL CORPORATION SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . ii
Incorporation of Certain Documents by Reference . . . ii
Summary . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . 3
Dilution . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . 4
1996 Dividend Reinvestment Plan . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . 11
Market Price and Dividends and Related Matters . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . 14
Indemnification of Officers, Directors and
Affiliates for Securities Act Liabilities . 14
Exhibit A
Exhibit B
</TABLE>
100,000 SHARES
FIRST FINANCIAL
CORPORATION
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
-------------
PROSPECTUS
-------------
JUNE 6, 1996
===============================================================================
<PAGE> 29
PART II. --- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the securities
being registered in the foregoing Registration Statement are set forth below:
<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 469.00
Blue Sky Fees and Expenses (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Fees and Expenses of Mailing and Postage (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500.00
Fees and Expenses of Accountants (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000.00
Fees and Expenses of Legal Counsel (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,500.00
Printing and Engraving Costs (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,000.00
Miscellaneous (estimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,469.00
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
Indemnification of Directors and Officers.
ELIMINATION OF DIRECTOR LIABILITY
The Tennessee Business Corporation Act (the "TBCA") permits a
corporation organized under Tennessee law to include in its charter a provision
limiting or eliminating the personal liability of a director to the corporation
or its Shareholders for monetary damages for a breach of fiduciary duty as a
director. Such a provision may not, however, eliminate or limit liability: (i)
for any breach of the director's duty of loyalty; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; or (iii) for unlawful distributions. No exculpatory
provision added to a charter can eliminate or limit the liability of a director
for an act or omission occurring prior to the effective date of the charter's
provision. The Company has included in its Charter provisions intended to
eliminate the liability of its directors for monetary damages to the fullest
extent permitted by the TBCA as presently in effect or as it may subsequently
be amended.
INDEMNIFICATION OF AND INSURANCE
FOR DIRECTORS AND OFFICERS
Section 48-18-502 of the TBCA permits a Tennessee corporation to
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (i) he conducted
himself in good faith; (ii) he reasonably believed (a) in the case of conduct
in his official capacity with the corporation, that his conduct was in its best
interest and (b) in all other cases, that his conduct was at least not opposed
to its best interests; and (iii) in the case of any criminal proceeding he had
no reasonable cause to believe his conduct was unlawful. A director's conduct
with respect to an employee benefit plan for a purpose he reasonably believed
to be in the interest of the participants in and beneficiaries of the plan
satisfies the requirement that his conduct not be opposed to the best interests
of the corporation. Determination of the proceeding by a judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not of itself determinative that the director did not meet the standard of
conduct required by the TBCA. A corporation may not indemnify a director under
Section 48-18-502 of the TBCA in connection with a proceeding by or in the
right of the corporation in "which the director was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him in which he was adjudged liable on the basis that
personal benefit was improperly received by him, whether or not involving
action in his official capacity.
The TBCA requires a corporation, unless limited by its charter, to
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding. A corporation, subject to certain
circumstances, may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding.
The corporation may not indemnify a director under Section 48-18-502
of the TBCA unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible because he has
met the standard of conduct set forth in that section. The determination shall
be made either (i) by the board of directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding, or (ii) if a
quorum cannot be obtained, by a majority
<PAGE> 30
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely of
two or more directors not at the time parties to the proceeding. The
determination also may be made by an independent special legal counsel selected
either by the board of directors or a committee of two or more directors under
the same conditions set forth in the preceding sentence. The Shareholders of
the corporation also are permitted to make the determination whether
indemnification of the director is permissible under the circumstances, but
shares owned by or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the determination.
The determination whether the advancement of expenses is permissible
and the evaluation as to the reasonableness of expenses are made in the same
manner as the determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by the entity selecting the legal counsel.
Unless a corporation's charter provides otherwise, a court upon
application of a director subject to a proceeding may order indemnification if
it determines: (i) the director is entitled to mandatory indemnification or
(ii) the director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standard of
conduct set forth in Section 48-18-502 of the TBCA or was adjudged liable on
the basis that personal benefit was improperly received by him. If he was
adjudged so liable, however, his indemnification is limited to reasonable
expenses incurred.
Unless a corporation's charter provides otherwise, the TBCA entitles
an officer of the corporation who is not a director to mandatory
indemnification and to apply for court ordered indemnification to the same
extent as a director. The corporation may indemnify and advance expenses under
the TBCA to an officer, employee, or agent of the corporation who is not a
director to the same extent as to a director. A corporation also may indemnify
any advance expenses to an officer, employee, or agent who is not a director to
the extent, consistent with public policy, that may be provided by its charter,
by-laws, general or specific action of its board of directors, or contract.
The TBCA permits a corporation to purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent
of the corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, or similar entity against liability asserted against
or incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent. The ability of a corporation to purchase and
maintain such insurance exists independent of the power of the corporation to
indemnify any of these individuals against the same liability under Sections
48-18-502 or -503 of the TBCA. The Company does not have officer or director
insurance in place at this time.
The indemnification rights granted officers and directors under the
TBCA are not exclusive of any other rights to which a director seeking
indemnification or advancement of expenses may be entitled, whether contained
in the TBCA, the charter, or the by-laws or, when authorized by such charter or
by-laws, in a resolution of Shareholders, a resolution of directors, or an
agreement providing for such indemnification. In no event, however, may a
corporation indemnify any director if a judgment or other final adjudication
adverse to the director of officer establishes his liability for any breach of
his duty of loyalty to the corporation or its Shareholders, for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or for voting or assenting to a distribution made in
violation of the TBCA or the corporation's charter.
Nothing contained in the TBCA affects any rights to indemnification to
which corporate personnel, other than directors, may be entitled by contract or
otherwise under law. If the charter limits indemnification or advances for
expenses, indemnification and advances for expenses are valid only to the
extent consistent with the charter.
The Company's By-Laws require it to indemnify any person, to the
fullest extent permitted by applicable law as then in effect, who was or is
involved in any manner (including, without limitation, as a party or witness)
or has been threatened to be made so involved, in any threatened, pending, or
completed investigation, claim, action, suit, or proceeding of any nature,
including any proceeding by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that he is or was a director,
officer, employee, or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee, or agent of another
corporation, partnership, or similar entity against all expenses (including
attorneys' fees) judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with any such proceedings. The right
to indemnification under the Company's By-Laws is a contract right and includes
the right to receive payment in advance of any expenses incurred.
Under the Company's By-Laws, the Company may enter into contracts with
any director, officer, employee, or agent of the corporation in furtherance of
the indemnification rights they possess. The Company may create a trust fund,
grant a security interest, or use other means (including a letter of credit) to
ensure the payment of the indemnification permitted or required under the
Company's By-Laws.
<PAGE> 31
The right of indemnification and advancement of expenses under the
Company's By-Laws is not exclusive of any other rights to which the person
seeking indemnification may otherwise be entitled under any statute, by-law,
agreement, vote of Shareholders or disinterested directors, or otherwise. The
indemnification rights inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under the Company's By-Laws
and are applicable to proceedings commenced or continued after the adoption of
the Company's By-Laws, whether arising from acts or omissions occurring before
or after the adoption of the Company's By-Laws.
The Company's By-Laws require that all reasonable expenses incurred by
or on behalf of a person covered by them for any proceeding covered by the
Company's By-Laws shall be advanced to the individual by the Company within 20
days after the receipt by the Company of a statement or statements from the
individual requesting the advance, whether prior to or after final disposition
of the proceeding. The statement must reasonably evidence the expenses
incurred by the individual and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of the
individual to repay the amounts advanced if it is ultimately determined that
the individual is not entitled to indemnification of the expenses.
The Company's By-Laws requires any individual seeking indemnification
to submit to the secretary of the Company a written request, including the
documentation and information reasonably available to the individual and
reasonably necessary to determine whether and to what extent the individual is
entitled to indemnification. The determination of an individual's entitlement
to indemnification and advancement of expenses is made pursuant to a procedure
identical with the procedures set forth by the TBCA for determining whether
indemnification is permitted under Section 48-18-502 of the TBCA.
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Charter of First Financial Corporation defining rights of First Financial Common
Shares, as amended.
4.2 By-Laws of First Financial Corporation, as amended.(*)
5 Opinion of Daniel W. Small, Esq., Attorney at Law, regarding legality of First
Financial Common Shares.
23.1 Consent of Daniel W. Small, Esq. (incorporated by reference to Exhibit 5)
23.2 Consent of Maggart & Associates, P.C.
24 Power of Attorney (included in and incorporated by reference to the signature pages).
99.1 First Financial Corporation 1996 Dividend Reinvestment Plan.(**)
99.2 Account Authorization Form.(***)
</TABLE>
- ------------------------
(*) Incorporated by reference to First Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1992.
(**) Incorporated by reference to Exhibit B to the Prospectus.
(**) Incorporated by reference to Exhibit A to the Prospectus.
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
<PAGE> 32
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
posteffective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Mt. Juliet, State of
Tennessee, on the 29 day of May, 1996.
DATE: May 29, 1996
FIRST FINANCIAL CORPORATION
By: /s/ David Major
------------------------
David Major
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We the undersigned directors and officers of First Financial
Corporation do hereby constitute and appoint David Major and James S. Short,
and each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for us and in our name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and we do hereby ratify and confirm all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
FIRST FINANCIAL CORPORATION
(REGISTRANT)
By: /s/ David Major
-----------------------------------------------
David Major
Chairman, President and Chief Executive Officer
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David Major Chairman, President, Chief Executive May 29, 1996
- ---------------------------------- Officer and Director
David Major
/s/ Robert L. Callis Secretary and Director May 29, 1996
- ----------------------------------
Robert L. Callis
/s/ Sally P. Kimble Chief Financial Officer, Chief May 29, 1996
- ---------------------------------- Accounting Officer, and Treasurer
Sally P. Kimble
/s/ Harold Gordon Bone Director May 29, 1996
- ----------------------------------
Harold Gordon Bone
</TABLE>
{SIGNATURES CONTINUED ON FOLLOWING PAGE}
<PAGE> 34
{SIGNATURES CONTINUED FROM PRECEDING PAGE}
<TABLE>
<CAPTION>
Signature
---------
Title Date
----- ----
<S> <C> <C>
/s/ Morris D. Ferguson Director May 29, 1996
- ----------------------------------
Morris D. Ferguson
Director May ___, 1996
- ----------------------------------
Arthur P. Gardner
/s/ M. Dale McCulloch Director May 29, 1996
- ----------------------------------
M. Dale McCulloch
/s/ Dan E. Midgett Director May 29, 1996
- ----------------------------------
Dan E. Midgett
/s/ Monty Mires Director May 29, 1996
- ----------------------------------
Monty Mires
/s/ James S. Short Executive Vice President May 29, 1996
- ----------------------------------
James S. Short and Director
/s/ Harold W. Sutton Director May 29, 1996
- ----------------------------------
Harold W. Sutton
</TABLE>
<PAGE> 35
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INDEX TO EXHIBITS
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
FIRST FINANCIAL CORPORATION
FILED JUNE 6, 1996
<PAGE> 36
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Charter of First Financial Corporation defining rights of First Financial Common
Shares, as amended.
4.2 By-Laws of First Financial Corporation, as amended.(*)
5 Opinion of Daniel W. Small, Esq., Attorney at Law, regarding legality of First
Financial Common Shares.
23.1 Consent of Daniel W. Small, Esq. (incorporated by reference to Exhibit 5)
23.2 Consent of Maggart & Associates, P.C.
24 Power of Attorney (included in and incorporated by reference to the signature pages).
99.1 First Financial Corporation 1996 Dividend Reinvestment Plan.(**)
99.2 Account Authorization Form.(***)
- -------------------------------------------------
(*) Incorporated by reference to First Financial Corporation's Annual Report on Form 10-K for the year ended December 31, 1992.
(**) Incorporated by reference to Exhibit B to the Prospectus.
(**) Incorporated by reference to Exhibit A to the Prospectus.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT NUMBER 4.1 TO FORM S-3 REGISTRATION STATEMENT
FIRST FINANCIAL CORPORATION
AS FILED WITH THE COMMISSION ON JUNE 6, 1996
CHARTER OF FIRST FINANCIAL CORPORATION, AS AMENDED
<PAGE> 2
CHARTER
OF
FIRST FINANCIAL CORPORATION
Pursuant to Section 48-20-107 of the Tennessee Business Corporation
Act, the undersigned corporation hereby adopts the following as its Charter:
ARTICLE I
The name of the corporation is FIRST FINANCIAL CORPORATION.
ARTICLE II
The maximum number of shares that the corporation shall have the
authority to issue is (i) five million (5,000,000) shares of common stock,
$5.00 par value, that have unlimited voting rights and that are entitled to
receive the net assets of the corporation upon dissolution, and (ii) five
million (5,000,000) shares of preferred stock, no par value. The preferred
stock, and any series of the preferred stock, may be redeemable or convertible
for cash, indebtedness, securities, or other property in a designated amount,
or in an amount determined in accordance with a designated formula or by
reference to extrinsic data or events, as established by the Board of
Directors. The Board of Directors is vested with the authority to issue the
preferred stock in one or more series and to determine, to the extent permitted
by law prior to the issuance of the preferred stock, or any series of the
preferred stock, the relative rights, limitations, and preferences of the
preferred stock or any such series, including, but not limited to:
(i) the rate of dividend of any such share;
(ii) whether the shares would be callable, and, if so, the price,
terms, and conditions of call;
(iii) the amount payable upon the shares in the event of voluntary
or involuntary liquidation;
(iv) the terms and conditions on which the shares might be
converted into common stock of the Corporation;
(v) the voting rights, if any, of the shares; and
(vi) whether the shares would be cumulative, noncumulative, or
partially cumulative as to dividends and the dates as to
which any cumulative dividends are to accumulate.
ARTICLE III
The street address of the registered office of the corporation shall be
172 Second Avenue, North, Nashville, Davidson County, Tennessee 37201. The
name of the corporation's initial registered agent at its registered office is
Daniel W. Small, Esq.
ARTICLE IV
The address of the principal office of the corporation is 1691 North
Mt. Juliet Road, Mt. Juliet, Wilson County, Tennessee 37122.
ARTICLE V
The corporation shall have the power and authority to carry on any
business permitted by, and to have and exercise all of the powers and rights
conferred by, the Tennessee Business Corporation Act as amended from time to
time or any successor provisions thereto. The corporation is for profit. The
duration of the corporation is perpetual.
ARTICLE VI
The business and affairs of the corporation shall be managed by a Board
of Directors.
a. The number of directors and their terms shall be as specified
in the By-Laws of the Corporation.
b. The Board of Directors is expressly authorized to make, alter,
or repeal the By-Laws of the Corporation by a vote of the majority of the Board
of Directors.
c. Whenever the Board of Directors is required or permitted to
take any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, if all of the directors entitled to
vote thereon consent to the taking of action on written consent without a
meeting; any such action shall be as valid and effective as any resolution duly
adopted at an annual or regularly scheduled or special meeting of the Board of
Directors.
d. Any or all of the directors may be removed either with or
without cause by a proper vote of the shareholders and may be removed with
cause by a majority vote of the entire Board of Directors.
ARTICLE VII
Whenever the Shareholders are required or permitted to take any action
by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, if all of the Shareholders entitled to vote thereon
consent to the taking of action on written consent without a meeting; any such
action shall be as valid and effective as any resolution duly adopted at an
annual or regularly scheduled or special meeting of the Shareholders.
ARTICLE VIII
a. To the fullest extent that the Tennessee Business Corporation
Act as it exists on the date hereof or as it may hereafter be amended permits
the limitation or elimination of the liability of directors, a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damage for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or
(iii) under Section 48-18-304 of the Tennessee
<PAGE> 3
Business Corporation Act, as the same exists or hereafter may be amended. If
the Tennessee Business Corporation Act hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Tennessee Business Corporation Act. This Article VIII
shall not eliminate or limit the liability of a director for any act or
omission occurring prior to the date when this Article VIII became effective,
if such a limitation or elimination of liability of a director for such acts or
omission is prohibited by the Tennessee Business Corporation Act as then in
effect. Any repeal or modification of this Article VIII by the shareholders of
the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.
b. The corporation shall have the power to indemnify any
director, officer, employee, agent of the corporation, or any other person who
is serving at the request of the corporation in any such capacity with another
corporation, partnership, joint venture, trust, or other enterprise (including,
without limitation, any employee benefit plan) to the fullest extent permitted
by the Tennessee Business Corporation Act as it exists on the date hereof or as
it may hereafter be amended, and any such indemnification may continue as to
any person who has ceased to be a director, officer, employee, or agent and may
inure to the benefit of the heirs, executors, and administrators of such a
person.
c. By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the corporation may purchase and
maintain insurance, in such amounts as the Board of Directors deems
appropriate, to protect any director, officer, employee, or agent of the
corporation or any other person who is at the request of the corporation in any
such capacity with another corporation, partnership, joint venture, trust, or
other enterprise (including, without limitation, any employee benefit plan)
against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such (including,
without limitation, expenses, judgments, fines, and amounts paid in settlement)
to the fullest extent permitted by the Tennessee Business Corporation Act as it
exists on the date hereof or as it may hereafter be amended, and whether or not
the corporation would have the power or would be required to indemnify such
person under the terms of any agreement or by-law or the Tennessee Business
Corporation Act. For purposes of this paragraph (c), "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan.
Date: August 26, 1991
FIRST FINANCIAL CORPORATION
/s/ Daniel W. Small
-----------------------------
Daniel W. Small, Incorporator
172 Second Avenue, North
Nashville, Tennessee 37201
<PAGE> 4
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST FINANCIAL CORPORATION
First Financial Corporation, does hereby amend its Charter and provides the
following information pursuant to TCA 48-20-106:
1. The name of the corporation is First Financial Corporation.
2. The text of the amendment adopted is as follows:
"RESOLVED, that ARTICLE III of the Corporation's Charter designating the
Initial Registered Agent and Registered Office for the Corporation is
hereby deleted in its entirety."
3. The Amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
4. The Amendment was duly adopted by the Board of Directors of the Corporation
on April 16, 1992.
5. The Amendment was duly adopted by the Board of Directors of the Corporation
without shareholder action. Shareholder action was required in that
Amendment by the Board of Directors is permitted under the provisions of
TCA 48-20-102.
These articles of Amendment executed on this 28th day of May, 1992, pursuant to
resolution of the Board of Directors.
FIRST FINANCIAL CORPORATION
By: /s/ David Major
---------------------------
David Major
President and
Chief Executive Officer
<PAGE> 5
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST FINANCIAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the corporation is FIRST FINANCIAL CORPORATION
2. The amendment as adopted is:
The Charter of FIRST FINANCIAL CORPORATION is hereby amended and as
follows:
ARTICLE II. The par value referred to in Article II is
amended to read instead of "Five Dollars par value" "Two and
50/100 Dollars ($2.50) par value." In all other respects
(including all other parts of Article II) the Charter remains
unchanged, in full force and effect.
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted by the unanimous vote of the
directors of the Corporation on January 18, 1996 and approved
by the Shareholders on April 18, 1996.
5. The amendment shall be effective when these Articles are filed
with the Secretary of State.
Dated: April 18, 1996.
FIRST FINANCIAL CORPORATION
By: /s/ David Major
------------------------
Chairman, President and CEO
<PAGE> 1
EXHIBIT NUMBER 5 TO FORM S-3 REGISTRATION STATEMENT
FIRST FINANCIAL CORPORATION
AS FILED WITH THE COMMISSION ON JUNE 6, 1996
OPINION OF COUNSEL
<PAGE> 2
[LETTERHEAD OF DANIEL W. SMALL]
June 6, 1996
First Financial Corporation
1691 North Mt. Juliet Road
Mt. Juliet, Tennessee 37122
RE: LEGALITY OF SHARES TO BE ISSUED IN CONNECTION WITH THE FIRST FINANCIAL
CORPORATION ("COMPANY") 1996 DIVIDEND REINVESTMENT PLAN ("PLAN")
Ladies and Gentlemen:
We have been asked to review the legality of the shares of the Company's
$2.50 par value common voting stock (the "Shares") to be issued by the Company
in connection with the Plan. In considering the rendering of our opinion, we
have examined and, and with your permission, relied upon the accuracy and
completeness of the following:
1. The Charter and by-laws, all as amended, of the Corporation
through May 31, 1996;
2. The materials contained (including those incorporated by
reference) in the Company's Registration Statement on Form S-3
as filed with the Securities and Exchange Commission
("Commission") on or about June 6, 1996 ("Registration
Statement") pursuant to which the Company has registered
100,000 of the Shares to be issued pursuant to the Plan;
3. The Certificate of the Chairman of the Board and Chief
Executive Officer of the Company dated June 6, 1996, attached
hereto as Exhibit "A" (the "Officer's Certificate"). The
opinions expressed below as to factual matters are given in
reliance upon the said Officer's Certificate;
4. Such other documents and instruments as we have deemed
necessary in order to enable us to render the opinions
expressed herein, including filings with the Office of the
Tennessee Secretary of State.
For the purposes of rendering this opinion, we have assumed that no
person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents
reviewed. We have assumed also that the statements made in the Registration
Statement are true, accurate, and complete and do not omit to state any matter
that would be reasonably necessary to make the statements therein contained not
misleading. Furthermore, we express no opinion as to the validity of any of
the assumptions, form, or content of any financial or statistical data
contained in the Registration Statement (including the Prospectus contained
therein and the Exhibits and other matters contained or incorporated by
reference therein). We do not assume any obligation to advise investors or
their representatives beyond the opinions specifically expressed. The terms
used in this opinion shall have the meaning ascribed to them in the Prospectus
that is a part of the Registration Statement and other documents relied upon in
rendering our opinion. As used in paragraphs five and nine hereof the phrase
"of which we have knowledge" means that such knowledge is based solely upon the
Officer's Certificate and a review of our own files.
We assume, further, that the certificates issued to the Plan
Administrator by the Company will be duly executed and delivered by the Company
in accordance with law, and that the Plan Administrator will comply with all of
the stated and incidental powers required of the Plan Administrator by the Plan
and by law.
This opinion ("Opinion") is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
should be read in conjunction therewith. Capitalized terms not defined herein
or in the Agreement shall be defined as in the Accord.
<PAGE> 3
First Financial Corporation
June 6, 1996
Page -2-
We have, with your consent, relied on representations of fact contained
in the Officer's Certificate of the Company dated this date (the "Officer's
Certificate"), a copy of which is attached hereto, and on certificates,
facsimiles and other documents from, or statements of fact made in oral
conversation with, public officials and agencies. To the extent any of the
foregoing are untrue, are in accurate or are incomplete, we are not responsible
or liable for the opinions expressed herein to the extent such opinions are
predicated on the truth, accuracy or completeness of such representations of
fact contained in the Officer's Certificate, or in certificates, facsimiles and
other documents or statements of fact made in oral conversations with public
officials.
Based upon the foregoing assumptions, our review of the above documents
and our reliance, as to factual matters, upon the representations in the
Officer's Certificate, and subject to the qualifications listed herein, we are
of the opinion that the Shares, when and as issued in accordance with the terms
of the Plan, and the consideration therein stated paid to the Company, will be
validly issued, fully paid and non-assessable under the laws of the State of
Tennessee. However, no opinion is rendered regarding compliance with federal
or state securities or blue sky laws in connection with the Registration
Statement, the Plan, or any other matter.
Nothing herein shall constitute an opinion as to the laws of any state
or jurisdiction other than the laws of the State of Tennessee and federal law
regardless of the selected choice of law stated in any document discussed in
this letter.
Our opinion is limited to the specific opinions expressed above. No
other opinions are intended to be inferred therefrom. This opinion is
addressed to and is for the benefit solely of the Company, and no other person
or persons shall be furnished a copy of this opinion or are entitled to rely on
the contents herein without our express written consent. In the event that any
of the facts are different from those which have been furnished to us and upon
which we have relied, the conclusions as set forth above cannot be relied upon.
The opinions contained in this letter are rendered as of the date
hereof, and we undertake no, and hereby disclaim any, obligation to advise you
of any changes in or any new developments which might affect any matters or
opinions set forth herein. We hereby consent to the inclusion of our opinion
in the Registration Statement and the reference thereto, and to us, therein.
Sincerely,
/s/ Daniel W. Small
-------------------
Daniel W. Small
<PAGE> 4
EXHIBIT A TO OPINION OF DANIEL W. SMALL, ESQ.
FIRST FINANCIAL CORPORATION
CERTIFICATE OF THE CHAIRMAN
I, David Major, hereby certify that I am the duly constituted Chairman
of the Board of Directors, President, and Chief Executive Officer of First
Financial Corporation (the "Corporation"), a Tennessee corporation, and that I
have been duly appointed and am presently serving in that capacity.
I further certify that:
(i) The Corporation's Board of Directors has duly adopted
resolutions approving the terms of the 1996 First Financial Corporation
Dividend Reinvestment Plan (the "Plan") and authorizing the registration,
implementation, and administration of the Plan and the transactions
contemplated by the Plan and such resolutions have not been amended or modified
and remain in full force and effect;
(ii) Each person executing the Registration Statement or any
Certificate(s) in connection therewith, and the person executing the Officer's
Certificate in connection with Counsel's Opinion to be made an exhibit to such
Registration Statement, is a Director or an Officer of the Corporation holding
the office or offices specified therein and the signature of each Director
and/or Officer of the Corporation set forth in any such Certificates,
including, but not limited to, the Officer's Certificate and the Incumbency
Certificate (the executed originals of which are attached hereto), is his or
her genuine signature;
(iii) The Charter and Bylaws of the Corporation (true and complete
copies of which are attached hereto or have been incorporated as set forth in
the Registration Statement on Form S-3) remain in full force and effect as at
the date hereof; and
(iv) The Corporation is in good standing with the State of
Tennessee (a true and complete copy of the Certificate of Existence issued by
the Tennessee Secretary of State dated June 6, 1996, is attached hereto).
/s/ David Major, Chairman
--------------------------------------
David Major, Chairman, President & CEO
First Financial Corporation
Dated: June 6, 1996
<PAGE> 1
EXHIBIT NUMBER 23.2 TO FORM S-3 REGISTRATION STATEMENT
FIRST FINANCIAL CORPORATION
AS FILED WITH THE COMMISSION ON JUNE 6, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE> 2
[LETTERHEAD OF MAGGART & ASSOCIATES, P.C.]
CONSENT OF EXPERTS
THE UNDERSIGNED MAGGART & ASSOCIATES, P.C., of Nashville, Tennessee,
hereby consent to the references to us in the Registration Statement on Form
S-3 of First Financial Corporation and to the consolidated financial statements
of First Financial Corporation incorporated into its Annual Report on Form
10-KSB for the year ended December 31, 1995 and the related financial statement
schedules included therein, as filed with the Securities and Exchange
Commission. In addition, we acknowledge that we have been advised that the
Company has included unaudited interim financial information in its most recent
quarterly report on Form 10-QSB.
Nashville, Tennessee
June 6, 1996
MAGGART & ASSOCIATES, P.C.
/s/ Maggart & Associates, P.C.
--------------------------------------
Partner
Exhibit 23.2 to the Form S-3 Registration Statement of First Financial
Corporation.
