<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K/A
AMENDMENT No. 1
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1997
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Commission file number 0-27098
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FIRST SAVINGS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 56-1842701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 S.E. Broad Street, P.O. Box 1657
Southern Pines, North Carolina 28388
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (910) 692-6222
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Securities Registered Pursuant to Section 12(b) of the Act: None
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Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, no par value
------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$57,606,945 common stock, no par value, based on the closing price of such
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common stock on August 29, 1997.
- --------------------------------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 3,679,185 shares of common
--------------------------
stock, no par value, outstanding at September 22, 1997.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report of First Savings Bancorp, Inc. for the year ended
June 30, 1997, are incorporated by reference into Part I, Part II and Part IV.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION AND TRANSACTIONS
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Board of Directors
are also directors of the Bank. During the fiscal year ended June 30, 1997, each
member of the Bank's board of directors received fees of $12,000 except for (i)
J. E. Causey, Chairman of the board of directors and member of the Executive
Committee, who received fees of $35,000 and (ii) the other members of the
Executive Committee (except Mr. Samuels) who received fees of $26,000. Mr.
Samuels and Mr. Burns received annual board fees of $12,000 per year. Mr.
Samuels does not receive additional compensation for serving on the Executive
Committee.
Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, but during the fiscal year ended June 30, 1997, all of the Bank's
directors except Mr. Samuels and Mr. Burns received a cash bonus of $14,400,
pursuant to the Bank's Bonus Compensation Plan. Mr. Samuels and Mr. Burns
received a $23,040 and a $11,520 bonus, respectively, under the Bonus
Compensation Plan during the fiscal year ended June 30, 1997. The Bonus
Compensation Plan provided that additional incentive compensation will be
payable quarterly to those directors and officers who hold unexercised stock
options issued pursuant to the First Savings Bank of Moore County, Inc., SSB
Non-qualified Stock Option Plan for Directors and the First Savings Bank of
Moore County, Inc., SSB Employee Stock Option Plan. See "-- Directors
Compensation --Directors Stock Option Plan" and "-- Employees Stock Option
Plan." Under the Bonus Compensation Plan, incentive compensation was paid soon
after the close of each of the Company's fiscal quarters. The amount of
incentive compensation awarded quarterly to directors and officers under the
Bonus Compensation Plan was equal to the number of shares subject to unexercised
options granted under such plans times the amount of dividends awarded per share
of the Common Stock outstanding during such immediately preceding fiscal
quarter.
DIRECTORS STOCK OPTION PLAN. Members of the Board of Directors are eligible
recipients under the First Savings Bank of Moore County, Inc., SSB Non-qualified
Stock Option Plan for Directors (the "Directors Plan"). Pursuant to the
Directors Plan, 360,000 shares of the Common Stock have been reserved for
issuance upon the exercise of stock options which were granted to non-employee
directors under the Directors Plan. Of this amount, options to purchase 45,000
shares of the Common Stock have been granted to each member of the Board of
Directors, other than Mr. Samuels and Mr. Burns, who received no options under
the Directors Plan. The options were granted to directors in recognition of
their past service to the Bank and as an incentive for their continued
performance. No cash consideration was paid for the options.
Options granted under the Directors Plan have an exercise price of $10.00
per share, the fair market value of the underlying securities on the date the
options were granted. Options granted under the Directors Plan have a term of
ten years and are not transferable except upon death. However, if an optionee
ceases to be a director of the Bank for any reason other than death or
disability and prior to attaining age 70, he must exercise his options, if at
all, within three months thereafter. The options granted under the Directors
Plan became vested in the recipients and nonforfeitable when they were granted.
The Bank's board of directors can amend the Directors Plan at any time; however,
the Bank's board of directors cannot make any change which would deprive an
existing option holder of any of his rights without his consent. There are
limitations on the number of amendments which may occur with respect to certain
provisions of the Directors Plan. In addition, if the Bank desires for the Plan
to continue to satisfy the requirements of Rule 16b-3 under the Exchange Act,
shareholder approval is required for certain amendments to the Directors Plan.
Options granted pursuant to the Directors Plan do not qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and are therefore non-qualified stock options. In general, the
holder of a non-qualified stock option will recognize compensation income equal
to the amount by which the fair market value of the Common Stock received on the
date of exercise exceeds the sum of the exercise price and any amount paid for
the non-qualified stock option. If the optionee elects to pay the exercise price
in whole or in part with the Common Stock, the optionee generally will not
recognize any gain or loss on the Common Stock surrendered in payment of the
exercise price. The Bank generally will not recognize any income or be entitled
to claim any deduction upon the grant of a non-qualified stock option. At the
time the optionee is required to recognize compensation income upon the exercise
of the non-qualified stock option, the Bank generally will be entitled to claim
a deduction in the amount equal to such compensation income.
Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, holders of unexercised options under the Directors Plan were also
entitled to receive bonus compensation paid pursuant to that Bonus Compensation
Plan.
<PAGE>
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE. Employees of the Company receive no
compensation for their service. However, the following table shows, for the
three fiscal years ending June 30, 1997, 1996, and 1995, the cash compensation
paid by the Bank, as well as certain other compensation paid or accrued for
those years, to William E. Samuels, Jr. and John F. Burns.
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS COMPENSATION
-------------------------------------- ------------------------------------- ---------------
SECURITIES UNDERLYING
RESTRICTED OPTIONS/STOCK
NAME AND OTHER ANNUAL STOCK APPRECIATION RIGHTS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS ("SARS") (IN SHARES)
- --------------------------- ---- -------------- ------------- ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Samuels, Jr., 1997 $ 160,257/(1)/ $ 43,091/(2)/ $ $ $ 18,000/(3)/
President, Chief Executive 1996 150,000/(1) / 55,738/(2)/ -- -- -- 18,000/(3)/
Officer and Director of 1995 145,560/(1) / 52,858/(2)/ -- -- -- 18,000/(3)/
the Company and Bank
John F. Burns, 1997 $ 102,473/(1)/ $ 24,768/(4)/ $ $ $ 14,909/(5)/
Executive Vice President, 1996 93,000 30,852/(4)/ -- -- -- 14,921/(5)/
Secretary, Treasurer and 1995 89,625 29,412/(4)/ -- -- -- 13,689/(5)/
Chief Financial Officer
of the Company and Bank
</TABLE>
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/(1)/ Includes directors' fees from the Bank in the amount of $12,000 for Mr.
Samuels for the years ended June 30, 1997, 1996 and 1995 and $3,000 for
Mr. Burns for the year ended June 30, 1997.
/(2)/ Includes annual bonus of $23,040, $36,000 and $33,120 under Bonus
Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other
discretionary bonuses.
/(3)/ Includes $10,356, $10,164 and $9,527 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$7,644, $7,836 and $8,473 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
respectively. A total of 1,399 shares of Common Stock with a market value
of $31,128 or $22.25 per share as of June 30, 1997, were allocated to Mr.
Samuels under the Employee Stock Ownership Plan during the year ended
June 30, 1997.
/(4)/ Includes annual bonus of $11,520, $18,000 and $16,560 under Bonus
Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other
discretionary bonuses.
/(5)/ Includes $8,578, $8,425 and $7,245 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$6,331, $6,496 and $6,444 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
respectively. A total of 1,135 shares of Common Stock with a market value
of $25,254 or $22.25 per share as of June 30, 1997, were allocated to Mr.
Burns under the Employee Stock Ownership Plan during the year ended June
30, 1997.
<PAGE>
EMPLOYEES STOCK OPTION PLAN. Pursuant to the First Savings Bank of Moore
County, Inc., SSB Employee Stock Option Plan (the "Employees Plan"), 360,000
shares of the Common Stock have been reserved for issuance upon the exercise of
options which could be granted under the Employees Plan. Eleven officers of the
Bank have been granted options to purchase 270,000 shares of the Common Stock.
Options granted under the Employees Plan have a vesting schedule which
provides that 20% of the options granted vested automatically on January 6,
1994, and 10% vested or will vest on each subsequent anniversary date, so that
the options would be completely vested in eight years. Options become 100%
vested at retirement, death or disability, if earlier. In addition, options
granted under the Employees Plan immediately vest and may be exchanged for cash
payments upon a "change in control" of the Bank. The definition of "change in
control" in the Employees Plan is similar to that described below under the
heading "-- Employment Agreements." The Board of Directors amended the vesting
schedule for all of Mr. Samuels' and Mr. Burns' remaining unvested stock options
on December 12, 1996. Mr. Samuels' remaining 43,200 unvested options will vest
in increments of 10,000 options on January 6, 1997, 1998, 1999 and 2000, and the
remaining 3,200 options will vest on January 6, 2001. Mr. Burns' remaining
21,600 unvested options will vest in increments of 10,000 options on January 6,
1997 and 1998, and the remaining 1,600 options will vest on January 6, 1999.
The following table provides certain information with respect to the number
of shares of the Common Stock represented by outstanding stock options held by
Messrs. Samuels and Burns as of June 30, 1997. Also reported are the value for
"in-the-money" options which represents the positive spread between the exercise
price of existing stock options and the last sales price of the Common Stock as
of June 30, 1997 as reported on the Nasdaq National Market. No options were
exercised by either Mr. Samuels or Mr. Burns during the fiscal year ended June
30, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME ON EXERCISE REALIZED FISCAL YEAR END FISCAL YEAR END/(1)/
- ------------- -------------- ----------- -------------------------------- -----------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
William E. Samuels, Jr. 0 0 38,800/0 33,200/0 $863,300/$0 $738,700/$0
John F. Burns 0 0 24,400/0 11,600/0 $542,900/$0 $258,100/$0
</TABLE>
________________
/(1)/ The exercise price of the stock options is $10.00. On June 30, 1997, the
last sale price for the Common Stock as reported on the Nasdaq National
Market was $22.25.
EMPLOYMENT AGREEMENTS. The Bank has entered into employment agreements
with William E. Samuels, Jr., President and Chief Executive Officer, and John F.
Burns, Executive Vice President and Chief Financial Officer, in order to
establish their duties and compensation and to provide for their continued
employment with the Bank. Each of the agreements provides for an initial term of
employment of three years. Commencing on the first anniversary date and
continuing on each anniversary date thereafter, the agreements will be extended
for an additional year so that the remaining term will be three years unless
written notice of non-renewal is given by the Bank's board of directors after
conducting a performance evaluation of the employee. Mr. Samuels' agreement now
provides for an annual base salary of $150,000 and Mr. Burns' agreement now
provides for an annual base salary of $105,000. The agreements also provide that
the base salary shall be reviewed by the Board of Directors not less often than
annually. In the event of a change in control (as defined below), the employees'
base salaries must be increased by at least 5% annually. In addition, the
employment agreements provide for profitability and discretionary bonuses and
participation in other pension, profit-sharing or retirement plans maintained by
the Bank, as well as fringe benefits normally associated with such employees'
offices. The employment agreements provide that they may be terminated by the
Bank for cause, as defined in the agreements, and that they may otherwise be
terminated by the Bank (subject to vested rights) or by the employees.
<PAGE>
The employment agreements provide that if employment is terminated in
connection with, or within 24 months after, a change in control or if the nature
of the employees' compensation, duties or benefits are diminished following a
change in control, and the employees terminate their employment, the employees
will be entitled to receive compensation equal to 2.99 times their average
annual compensation for income tax purposes for the most recent five tax years
prior to the change in control, payable in lump sum or in equal monthly
payments. For purposes of the employment agreement, a change in control
generally will occur if (i) after the effective date of the employment
agreement, any "person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of the Company, or acquires in any manner control of the
election of a majority of the directors of the Company, (ii) the Company
consolidates or merges with or into another corporation, association or entity,
or is otherwise reorganized, where the Company is not the surviving corporation
in such transaction, or (iii) all or substantially all of the assets of the
Company are sold or otherwise transferred to or are acquired by any other entity
or group.
Payments under the employment agreements in the event of a change in
control may constitute excess parachute payments under Section 280G of the Code
resulting in the imposition of excise taxes on the recipients and denial of a
deduction to the Bank for all amounts in excess of the executives' average
annual compensation for the five tax years preceding the change in control.
Each agreement provides that benefits payable to the employee as a result of a
change in control will be modified or reduced to the extent deemed to be
necessary by the Bank's board of directors to avoid the imposition of excise
taxes on the employee or the disallowance of a deduction to the Bank.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Executive
Committee of the Bank's board of directors serves the role of the compensation
committee. The executive committee determines the compensation of the executive
officers and the Bank's other employees. During the fiscal year ended June 30,
1997, the executive committee consisted of W. Harry Fullenwider, H. David
Bruton, J. E. Causey, Joe Montesanti and William E. Samuels, Jr. Mr. Samuels is
also President and Chief Executive Officer of the Company and the Bank. Mr.
Fullenwider died on January 16, 1997. Mr. Samuels participates in decisions of
the Bank's executive committee and board of directors regarding compensation of
all executive officers of the Bank other than himself. Mr. Fullenwider's law
firm, Pollock, Fullenwider, Patterson & Thompson, P.A., from time to time has
provided legal services to the Bank during the last fiscal year.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION. It is the
responsibility of the Bank's executive committee to review and evaluate
performance of the Bank's executive officers. The salary of each executive
officer, including Mr. Samuels, the Chief Executive Officer, is determined based
upon the executive officer's contributions to the Bank's overall profitability,
maintenance of regulatory compliance standards, professional leadership, and
management effectiveness in meeting the needs of day to day operations. In
addition, the executive officers of the Bank are eligible to receive (i)
discretionary bonuses based on profit--as are all other employees --declared by
the Bank's board of directors based upon after-tax net income of the Bank and
(ii) bonuses under the Bonus Compensation Plan.
H. David Bruton
J. E. Causey
Joe Montesanti
William E. Samuels, Jr.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative shareholder return on
the Common Stock with a Nasdaq (U.S. companies) index and with a savings
institution peer group whose stock is quoted on Nasdaq. The graph was prepared
using data through June 30, 1997.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Performance Report for
First Savings Bancorp, Inc.
Prepared by the Center for Research in Security Prices
Produced on August 7, 1997 including data to June 30, 1997
Date Company Index Market Index Peer Index
---- ------------- ------------ ----------
06/30/92 71.600 57.916
07/31/92 74.136 61.851
08/31/92 71.870 60.298
09/30/92 74.541 61.417
10/30/92 77.477 63.377
11/30/92 83.643 67.364
12/31/92 86.722 71.647
01/29/93 89.191 76.753
02/26/93 85.863 79.764
03/31/93 88.348 84.220
04/30/93 84.578 83.506
05/28/93 89.630 81.071
06/30/93 90.045 84.979
07/30/93 90.151 90.988
08/31/93 94.811 95.828
09/30/93 97.635 100.135
10/29/93 99.829 100.745
11/30/93 96.852 97.718
12/31/93 99.552 100.547
01/06/94 100.000 100.000 100.000
01/31/94 100.893 102.573 103.044
02/28/94 102.679 101.616 101.904
03/31/94 101.786 95.367 98.362
04/29/94 107.143 94.130 101.712
05/31/94 108.929 94.360 109.043
06/30/94 126.087 90.909 112.167
07/29/94 131.491 92.774 114.744
08/31/94 135.093 98.688 117.490
09/30/94 140.756 98.436 115.155
10/31/94 129.441 100.370 108.527
11/30/94 122.199 97.041 101.481
12/30/94 116.565 97.313 102.558
01/31/95 114.744 97.859 107.954
02/28/95 118.387 103.034 114.853
03/31/95 122.837 106.088 115.549
04/28/95 120.087 109.427 119.822
05/31/95 122.837 112.250 121.984
07/31/95 134.160 130.265 131.263
08/31/95 141.614 132.905 144.466
09/29/95 144.371 135.961 147.334
10/31/95 149.996 135.183 145.306
11/30/95 146.246 138.356 150.313
12/29/95 134.494 137.620 153.722
01/31/96 145.347 138.299 152.082
02/29/96 138.741 143.564 155.159
03/29/96 138.953 144.039 157.922
04/30/96 145.615 155.989 160.474
05/31/96 146.567 163.152 161.486
06/28/96 143.751 155.797 163.520
07/31/96 129.280 141.921 160.665
08/30/96 131.209 149.872 168.926
09/30/96 140.258 161.336 173.475
10/31/96 141.232 159.553 180.815
11/29/96 148.050 169.418 192.477
12/31/96 147.463 169.264 197.150
01/31/97 147.463 181.292 207.304
02/28/97 153.361 171.283 221.949
03/31/97 155.917 160.105 216.066
04/30/97 156.910 165.115 217.642
05/30/97 158.897 183.833 230.815
06/30/97 178.285 189.465 250.410
LEGEND
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 06/30/92 06/30/93 06/30/94 06/30/95 06/28/96 06/30/97
- ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
______ + First Savings Bancorp, Inc. 126.1 134.2 143.8 178.3
...___ . * Nasdaq Stock Market (US Companies) 71.6 90.0 90.9 121.3 155.8 189.5
- -------- ++ NASDAQ Stocks (SIC 6030-6039 US Companies) 57.9 85.0 112.2 126.1 163.5 250.4
Savings Institutions
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 01/06/94.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no reportable transactions during the two most recent
fiscal years nor are any reportable transactions proposed as of the date of this
Form 10-K.
The Bank makes loans to its executive officers and directors in the
ordinary course of its business. These loans are currently made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those then prevailing for comparable transactions with nonaffiliated
persons, and do not involve more than the normal risk of collectibility or
present any other unfavorable features. Applicable regulations prohibit the
Bank from making loans to its executive officers and directors at terms more
favorable than could be obtained by persons not affiliated with the Bank. The
Bank's policy concerning loans to executive officers and directors currently
complies with such regulations.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST SAVINGS BANCORP, INC.
Date: September 23, 1998 By: /s/ William E. Samuels, Jr.
-------------------------------------
William E. Samuels, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William E. Samuels, Jr. President, Chief Executive September 23, 1998
- -------------------------------- Officer and Director
William E. Samuels, Jr.
/s/ John F. Burns Executive Vice President, September 23, 1998
- -------------------------------- Principal Financial Officer
John F. Burns and Director
/s/ Timothy S. Maples Vice President, Controller and September 23, 1998
- -------------------------------- Principal Accounting Officer
Timothy S. Maples
/s/ H. David Bruton Director September 23, 1998
- --------------------------------
H. David Bruton
/s/ J. E. Causey Director September 23, 1998
- --------------------------------
J. E. Causey
/s/ Henry A. Clayton Director September 23, 1998
- --------------------------------
Henry A. Clayton
/s/ Frank G. Hardister Director September 23, 1998
- --------------------------------
Frank G. Hardister
/s/ W. Harrell Johnson Director September 23, 1998
- --------------------------------
W. Harrell Johnson
/s/ Joe Montesanti, Jr. Director September 23, 1998
- --------------------------------
Joe Montesanti, Jr.
/s/ Thomas F. Phillips Director September 23, 1998
- --------------------------------
Thomas F. Phillips
</TABLE>
