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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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Amendment No. 1 to Annual Report
Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934
for the Fiscal Year Ended September 30, 1996
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Commission File Number: 1-13640
SOUTHFIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
A Delaware Corporation
(I.R.S. Employer Identification No. 63-1121255)
126 North Norton Ave.
Sylacauga, Alabama 35150
(205) 245-4365
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended September 30, 1996:
(List all such items, financial statements, exhibits or other portions amended)
Item 10. Directors and Executive Officers of the Registrant.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT OF THE COMPANY
The following table sets forth certain information regarding the
executive officers and directors of the Company. Each of the directors of the
Company also serve as directors of the Bank.
<TABLE>
<CAPTION>
YEAR YEAR OF
POSITIONS HELD ELECTED AS EXPIRATION
NAME AGE(1) WITH COMPANY DIRECTORS OF TERM
---- ------ -------------- ---------- ----------
<S> <C> <C> <C> <C>
Donald C. Stroup 47 President, Chief Executive 1994 1996
Officer and Vice Chairman
of the Board
Joe K. McArthur 45 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Secretary/Treasurer and
Director 1995 1998
Paul A. Brown 70 Chairman of the Board 1994 1996
Hobert Cook 74 Director, Emeritus 1994 1995
H. David Foote, Jr. 47 Director 1994 1997
John T. Robbs 41 Director 1994 1997
Allen Gray McMillan, III 39 Director 1995 1998
Charles R. Vawter, Jr. 35 Director 1994 1996
</TABLE>
- --------------
(1) At September 30, 1996.
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DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information with respect to the directors
and executive officers of the Company and the Bank. Unless otherwise
indicated, the principal occupation listed for each person below has been his
principal occupation for the past five years.
DIRECTORS
PAUL A. BROWN has served as a member of the Board of Directors of the
Bank since 1972 and of the Company since 1994. Mr. Brown has served as
Chairman of the Board of the Bank since 1987 and of the Company since 1994.
Mr. Brown was owner of Brown Auto Parts from 1977 to 1987 and is presently
retired.
HOBERT COOK has served as a member of the Board of Directors of the
Bank since 1977 and of the Company since 1994. Mr. Cook is currently serving
on the Board of Directors of the Company as a director, emeritus. Mr. Cook was
formerly Senior Vice President of the Bank from 1966 to 1986. Mr. Cook has 36
years of experience in the banking industry and is presently retired.
H. DAVID FOOTE, JR. has served as a director of the Bank since 1988
and of the Company since 1994. Mr. Foote has been President and owner of Foote
Bros. Furniture since 1973. Mr. Foote has been a member of the Board of
Directors of the Sylacauga Chamber of Commerce, the Coosa Valley Country Club
and Talladega County E-911. He has served as President of Wesley Chapel
Methodist Men's Club and head of the Wesley Chapel Methodist Administrative
Board.
JOHN T. ROBBS has served as a director of the Bank since 1988 and of
the Company since 1994. Mr. Robbs is President of Michael Supply Co., Inc.,
where he has been employed since 1980.
ALLEN GRAY MCMILLAN, III has served as a director of the Bank since
1993 and of the Company since 1994. Mr. McMillan is President of Brecon
Knitting Mill, where he has been employed since 1979. Mr. McMillan has been
active in the Kiwanis Club, United Way, and Boy Scouts of America. He is a
member of the First United Methodist Church.
CHARLES R. VAWTER, JR. has served as a director of the Bank since 1992
and of the Company since 1994. Mr. Vawter is Chief Financial Officer of
Automatic Gas and Appliance Co., Inc., where he has been employed since 1987.
Mr. Vawter is a member of the First Baptist Church. He is a member of the
Board of Directors of B. B. Comer Library Foundation and the Coosa Valley
Country Club. He is a past Board member of the Sylacauga Chamber of Commerce.
He is currently a member of the Planning Commission of the City of Sylacauga
Chamber of Commerce and has served on the Planning Committee of Alabama LP Gas
Association.
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EXECUTIVE OFFICERS
DONALD C. STROUP has served as the President, Chief Executive Officer
and a member of the Board of Directors of the Bank since February 1988 and of
the Company since 1994. Mr. Stroup has 22 years of experience in the banking
industry and has a B. S. in Business Administration from Samford University,
and a Certificate of Achievement and Diploma of Merit from the Institute of
Financial Education, Chicago, Illinois. He is Chairman of the Southern
Community Bankers, a Director of the Boys' Club and a member of the Sylacauga
School Board, Red Cross, Sylacauga Industrial Development Board, Hospice Care,
Talladega County Economic Development Authority and Boy Scouts Advisory. Mr.
Stroup is a current member and former President of Sylacauga Rotary Club and a
former Board member of the Sylacauga Chamber of Commerce and Coosa Valley
Country Club. Mr. Stroup is a member of the First Baptist Church of Sylacauga.
JOE K. MCARTHUR has served as the Executive Vice President, Chief
Operating Officer and Chief Financial Officer of the Bank and the Company since
1992 and 1994, respectively. Mr. McArthur has served as a director of the Bank
and the Company since February 1996. He is currently serving as Chairman of
the Bank's Internal Control Review Committee, Compliance Officer, and
Secretary/Treasurer. Mr. McArthur has 19 years of experience in the banking
industry and a B. S. in Accounting from the University of Alabama-Birmingham
and a Masters of Business Administration equivalent from the National School of
Finance and Management. He has also completed all courses with the Institute
of Financial Education. Prior to joining the Bank, Mr. McArthur was Assistant
Executive Director of Finance of Humana, a hospital, from 1990 to 1992, and
Senior Vice president of First Federal of Alabama from 1983 to 1990. Mr.
McArthur is a member of the Sylacauga Kiwanis Club and a member of the United
Way Committee. He has also served as a manager of various Little League and
Babe Ruth Baseball teams. Mr. McArthur is a member of First United Methodist
Church of Sylacauga.
BOARD OF DIRECTORS
The Board of Directors of the Company currently consists of seven
persons and is divided into three classes, each of which contains approximately
one-third of the Board. The Company's By-Laws provide that the Board of
Directors shall initially consist of seven directors. The directors of the
Company are elected by the stockholders of the Company for staggered, three
year terms, such that approximately one-third of the directors will be elected
at each annual meeting of stockholders, or until their successors are elected
and qualified. The executive officers of the Company are elected annually by
the Board of Directors of the Company and shall hold office until their
successors are elected and qualified or until their earlier resignation,
removal from office or death.
The direction and control of the Bank is vested in its Board of
Directors. Directors of the Bank serve three-year terms. The terms of the
directors of the Bank are staggered (as in the case of the Company) so that
approximately one-third of the directors will be elected at each annual
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meeting of stockholders. Since the Company owns all of the issued and
outstanding shares of common stock of the Bank, the Company will elect the
directors of the Bank in accordance with applicable law.
There are no arrangements or understandings pursuant to which the
directors or executive officers of the Company or the Bank were elected and
there are no family relationships between any of such persons.
COMMITTEES
The Company's Board of Directors has established the following
standing committees:
(A) The Audit Committee, currently comprised of Messrs. Brown,
McMillan, Foote, Vawter and Robbs. The Audit Committee is authorized to review
and make recommendations to the Board of Directors with respect to the
Company's audit procedures and independent auditor's report to management and
to recommend to the Board of Directors the appointment of independent auditors
for the Company, to review with the independent auditors the scope and results
of audits, to monitor the Company's financial policies and control procedures,
to monitor the non-audit services provided by the Company's auditors and to
review all potential conflicts of interests.
(B) The Stock Option Committee, currently comprised of Messrs. Brown,
Foote, Robbs, McMillan and Vawter. The Stock Option Committee is responsible
for administering the Company's Stock Option and Incentive Plan.
(C) The Management Recognition Plan Committee, currently comprised of
Messrs. Brown, Foote, Robbs, McMillan and Vawter. The Management Recognition
Plan Committee is responsible for administering the Company's two Management
Recognition Plans.
The Company does not have a Directors Nominating Committee, that
function being reserved to the entire Board of Directors.
In addition to the Company's committees, the Bank has established
various committees including the Executive Committee, the Wage and Compensation
Committee, the Loan Committee, the Asset/Liability Committee and the Audit
Committee. The Company presently does not have a compensation committee
because no officers of the Company receive any compensation for services to the
Company. All officers of the Company are compensated by the Company's
wholly-owned subsidiary, the Bank, solely for their services to the Bank. In
addition, directors are paid for attendance at Bank committee meetings, but
employee members of committees are not paid.
The Executive Committee of the Bank consists of Messrs. Stroup, Brown
(Chairman), Foote, Robbs, McArthur, McMillan, and Vawter. The Committee meets
only as needed and is charged
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with the responsibility of overseeing the business of the Bank. The Committee
has the power to exercise most powers of the Board of Directors in the
intervals between meetings of the Board, and any activity is reported to the
Board monthly. The Bank's Loan Committee is comprised of Messrs. Robbs
(Chairman), Brown, and Vawter. Mr. Stroup serves an alternate and Mr. Cook
serves as an advisor. The committee meets weekly to consider loan
applications. Approval of a loan application requires approval by at least two
members (other than the person signing the appraisal) of the Loan Committee.
See "Business of the Bank - Lending Activities, - Residential Lending." The
Audit Committee of the Bank consists of Messrs. Brown, McMillan, Foote
(Chairman), Vawter and Robbs. This committee meets at least annually and more
frequently if necessary to review the results of the audit program.
Recommendations and observations are reported to the Board of Directors. The
Asset/Liability Committee consists of Messrs. Stroup, McArthur, Foote, and
Vawter (Chairman). This Committee meets quarterly to establish and monitor
policies to control interest rate sensitivity. The Bank's Wage and
Compensation Committee consists of Messrs. Stroup, McArthur, Brown (Chairman),
Robbs, and Vawter. This Committee meets at least annually to review salaries
and benefits of directors, officers, and employees.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and
Exchange Commission reports of changes in ownership of the Common Stock of the
Company held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. The Company first became subject to this
regulation on February 13, 1995, and from such date through the end of fiscal
1996. To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and representations that no other reports were
required, all Section 16(a) filing requirements applicable to its officers,
directors and 10% holders were complied with, except John T. Robbs failed to
file on a timely basis one report relating to four transactions.
Although it is not the Company's obligation to make filings pursuant
to Section 16 of the Securities and Exchange Act of 1934, the Company has
adopted a policy requiring all Section 16 reporting persons to report monthly
to a designated employee of the Company as to whether any transactions in the
Company's Common Stock occurred during the previous month.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sylacauga, State of
Alabama, on the 6th day of January, 1997.
SOUTHFIRST BANCSHARES, INC.
By: /s/ Joe K. McArthur
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Joe K. McArthur
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, and Secretary/Treasurer
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