SOUTHERN BANC CO INC
8-K, 1996-05-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   Form 8-K


                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): May 17, 1996



                        THE SOUTHERN BANC COMPANY, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



Delaware                            1-13964                           63-1146351
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                   (I.R.S. Employer
      of incorporation)           File Number)               Identification No.)
 


221 S. 6th Street, Gadsden, Alabama                                        35901
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



      Registrant's telephone number, including area code: (205) 543-3860
<PAGE>
 
Item 5.   Other Events.

          The trustees of the registrant's management recognition plan have
purchased 58,190 shares of the registrant's outstanding common stock for the
purpose of funding awards under that plan, and the registrant has repurchased
14,210 shares of common stock to fund exercises of options under its stock
option and incentive plan. The registrant also has commenced a stock repurchase
program to acquire up to 72,737 shares, or approximately 5%, of its currently
outstanding common stock, and the registrant also may elect to repurchase up to
22,156 additional shares of outstanding common stock to fund exercises of
options under its stock option and incentive plan. For additional information,
see the registrant's press release attached hereto as Exhibit 99.1, which is
incorporated herein by reference.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          Exhibit 99.1  Press Release dated May 17, 1996
<PAGE>
 
                                  SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          THE SOUTHERN BANC COMPANY, INC.



                                          By:  /s/ James B. Little, Jr.
                                             -----------------------------------
                                                   James B. Little, Jr.
                                                   President


Date: May 17, 1996

<PAGE>
 
                                             NEWS RELEASE
                                             FOR MORE INFORMATION CONTACT
                                             Mr. James B. Little, Jr.
                                             Chairman of the Board and President
                                             (205) 543-3860
                                             -----------------------------------
                                             FOR IMMEDIATE RELEASE
                                             MAY 17, 1996


                        THE SOUTHERN BANC COMPANY, INC.
                      ANNOUNCES STOCK REPURCHASE PROGRAM


     Gadsden, Alabama ... The Southern Banc Company, Inc. (AMEX:SRN), the
holding company of First Federal Savings and Loan Association of Gadsden,
announced today that it is commencing a stock repurchase program to acquire up
to 72,737 shares, or approximately five percent, of its currently outstanding
common stock. These stock repurchases are independent from, and would be in
addition to, stock purchases on behalf of the company's stock benefit plans, if
any. This program will be dependent upon market conditions, and there is no
guarantee as to the exact number of shares to be repurchased by the company.

     James B. Little, Jr., Chairman of the Board and President of the company
and the association, stated that the Board of Directors and the Office of Thrift
Supervision have authorized the repurchase program. Mr. Little explained that
management considers the company's common stock to be an attractive investment.

     According to Mr. Little, stock repurchases by the company generally would
be effected through open market purchases, although he did not rule out the
possibility of unsolicited negotiated transactions or other types of
repurchases. It is expected that a reduction in the amount of the company's
outstanding stock would have the effect of increasing the company's per share
earnings and book value.

     At March 31, 1996, the company had total assets of $109.8 million and
stockholder's equity of $22.3 million, or 20% of total assets. The association
operates four banking offices in Gadsden, Albertville, Guntersville and Centre,
Alabama.


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