-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKz4TzdFooLnFxwwy23R9S86PQ1AIxRFay/nRNTIwzRcJLBekKkUZJ0odRojeG6W /rdpigGQquyviaXmw/ACNA== 0000941157-98-000052.txt : 19980810 0000941157-98-000052.hdr.sgml : 19980810 ACCESSION NUMBER: 0000941157-98-000052 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980807 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SECURITY BANK CORP CENTRAL INDEX KEY: 0001042521 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 650325364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54441 FILM NUMBER: 98678904 BUSINESS ADDRESS: STREET 1: 3475 SHERRIDAN STREET CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 5614161100 MAIL ADDRESS: STREET 1: 3475 SHERIDAN STREET CITY: HOLLYWOOD STATE: FL ZIP: 33021 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN SECURITY FINANCIAL CORP DATE OF NAME CHANGE: 19970715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEND HAROLD C CENTRAL INDEX KEY: 0001065621 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3475 SHERIDAN ST CITY: HOLLYWOOD STATE: FL ZIP: 33021 MAIL ADDRESS: STREET 1: 3475 SHERIDAN ST CITY: HOLLYWOOD STATE: FL ZIP: 33021 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* SOUTHERN SECURITY BANK CORPORATION (Name of Issuer) Class A Common Stock, par value $.01 per share 843803 10 7 (CUSIP Number) Harold C. Friend 1500 NW 10 Avenue Suite 105, Boca Raton, Florida 33486 (954) 961-6883 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box __. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 843803 10 7 Page 2 of 5 Pages 1. Name of Reporting Person SS or IRS Identification No. of above person Harold C. Friend 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)___ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION US NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 220,742 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 220,742 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 240,695 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% 14. TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This statement relates to the class A common stock, par value $.01 per share ("Shares"), of Southern Security Bank Corporation, a Delaware corporation (the "Company"). The offices of the Company are located at 3475 Sheridan Street, Hollywood, Florida 33021. Item 2. Identity and Background. (a) This statement is filed by Harold C. Friend. (b) Mr. Friend's business address is 1500 NW 10 Avenue Suite 105, Boca Raton, Florida 33486. (c) Mr. Friend's principal occupation is serving as President of Neuroscience Center, Inc., a medical practice. Mr. Friend's business office is located at 1500 NW 10 Avenue Suite 105, Boca Raton, Florida 33486. (d) During the past five years, Mr. Friend has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, Mr. Friend has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, subjected him to any judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (e) Mr. Friend is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. On November 10, 1997, a Florida corporation named "Southern Security Bank Corporation" ("Former SSBC") was merged with and into the issuer, which was then named "Southern Security Financial Corporation." Immediately after the merger, the name of the issuer was changed to "Southern Security Bank Corporation." Pursuant to the terms of the merger, outstanding shares of class A common stock of Former SSBC were converted into shares of Class A common stock of the issuer on a three for one basis, and in the aggregate the shareholders of Former SSBC received class A common stock of the issuer equal to approximately 95% of the total outstanding as a result of the merger. As a shareholder of Former SSBC, Mr. Friend received his Shares of the Company pursuant to the terms of the merger in exchange for three times as many shares of class A common stock of Former SSBC. Item 4. Purpose of Transaction. Mr. Friend acquired and holds the Shares for long-term investment purposes. Nevertheless, Mr. Friend will continually evaluate the business, financial condition, and prospects of the Company, market price of the Shares, return on his investment, alternative investments, conditions in the economy and his own need for liquidity in his investments with a view toward determining whether to hold, decrease, or increase his investment in Shares. From time to time, based upon such evaluation, Mr. Friend may sell some or all of his Shares, or he may purchase additional Shares, at varying prices on the open market, in privately negotiated transactions, through the exercise of employee stock options, and/or in other transactions. Mr. Friend has not made any plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company; (iii) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (iv) any material change in the Company's present capitalization or dividend policy; (v) any material change in the Company's business or corporate structure; (vi) changes in the Company's charter, by-laws, or instruments corresponding thereto or actions which may impede the acquisition of control of the Company by any person; (vii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (although, it should be noted that the Shares are not presently listed with any national securities exchange or quoted in any inter-dealer quotation system of a registered national securities exchange); (viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Mr. Friend owns beneficially, as determined under the rules and regulations of the Securities and Exchange Commission, 240,695 Shares. Such Shares include options to purchase 19,953 Shares that are exercisable within 60 days, 152,467 Shares that are owned as custodian for his children, and 68,275 Shares owned directly. As of July 2, 1998, the 240,695 Shares that he beneficially owns constitute approximately 6.3% of the Shares outstanding. (b) Mr. Friend has sole voting and investment power with respect to the 152,467 Shares that he owns as custodian for his children and with respect to the 68,275 Shares that he owns directly. (c) Mr. Friend has not effected any transactions in Shares during the preceding 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings, agreements, or relationships (legal or otherwise) between Mr. Friend and any person with respect to securities of the Company. Item 7. Material filed as Exhibits. None. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: August 2, 1998 S/HAROLD C. FRIEND ------------------------ Harold C. Friend Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations. -----END PRIVACY-ENHANCED MESSAGE-----