G & W FINANCIAL CORP
10KSB40/A, 1996-12-09
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE>   1






                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-KSB/A
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 1995   Commission File Number: 33-53656-A

                          G & W FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
          (Name of Small Business Issuer as specified in its charter)

<TABLE>
<S>                                                          <C>
          GEORGIA                                                       58-2015438
- ---------------------------------------                      ------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer Identification No.)
 incorporation or organization)


1800 LAKE PARK DRIVE, SUITE 100
ATLANTA, GEORGIA                                                              30080
- ---------------------------------------                       -----------------------------------
(Address of principal executive offices)                                    (Zip Code)
</TABLE>

                                (770) 432-2284
            -------------------------------------------------------
                 Issuer's telephone number, including area code

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                                      None

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes     X      No
                    ------       ------

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.   [ X ]

State issuer's revenues for its most recent fiscal year.  $1,782,894

At December 31, 1995, there were outstanding 10,000 shares of registrant's
common stock, no par value.  None of issuer's common stock is held by
non-affiliates.

Documents incorporated by reference:  Certain of the exhibits included in Part
III, Item 13 are incorporated by reference from the registrant's Annual Report
Form 10-KSB for the year ended December 31, 1994 and Reports on Form 10-QSB
for the quarters ended December 31, 1993 and September 30, 1994.

<PAGE>   2





        This Amendment is being filed solely to include the Financial
           Data Schedules required under Item 601 of Regulation S-B
                                      




<PAGE>   3

                                   SIGNATURES

   In accordance with the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                 G & W FINANCIAL CORPORATION


Date: October 21, 1996                           By:/s/ Donald A. Wagley
                                                    ---------------------------
                                                    Donald A. Wagley, President


   In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities indicated on April 13, 1995.

   SIGNATURE                                              TITLE

/s/ Donald A. Wagley
- ---------------------------------
Donald A. Wagley                            President and a Director (principal
                                            executive officer)

/s/ Priscilla J. Granese
- ---------------------------------
Priscilla J. Granese                        Vice President, Secretary, Treasurer
                                            and Director (principal financial
                                            officer)


/s/ E. Hugh Edenfield
- ---------------------------------
E. Hugh Edenfield                           Director



/s/ Ralph Terry
- ---------------------------------
Ralph Terry                                 Director






                                      -18-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1995
FINANCIAL STATEMENTS OF G&W FINANCIAL CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN THE 1995 ANNUAL
REPORT ON FORM 10-KSB
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           8,663
<SECURITIES>                                         0
<RECEIVABLES>                               13,066,498
<ALLOWANCES>                                 2,800,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              12,404,604
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           100<F1>
<OTHER-SE>                                  (3,658,823)
<TOTAL-LIABILITY-AND-EQUITY>                12,404,604
<SALES>                                              0
<TOTAL-REVENUES>                             1,782,894
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             2,831,610
<INTEREST-EXPENSE>                           1,889,952
<INCOME-PRETAX>                             (3,293,794)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                         (3,293,794)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (3,293,794)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>REGISTRANT'S COMMON STOCK IS HELD BY TWO INDIVIDUALS AND IS NOT PUBLICLY
TRADED.
</FN>
        

</TABLE>


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