-----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, KcASR6J3S4taMMe+oQWGPCRoMnLS7SNMtFKAna/o6KRoF8317BQ2KtHst6HKJ1Rw oMAXLOXzenhpqrozVNf0Xg== 0000914317-98-000406.txt : 19980622 0000914317-98-000406.hdr.sgml : 19980622 ACCESSION NUMBER: 0000914317-98-000406 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19980619 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFNC FINANCIAL CORP CENTRAL INDEX KEY: 0001001582 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 561937349 STATE OF INCORPORATION: NC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-27388 FILM NUMBER: 98650942 BUSINESS ADDRESS: STREET 1: 139 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043730400 MAIL ADDRESS: STREET 1: 139 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _______________ Commission File No.: 0-27388 HFNC Financial Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-1937349 -------------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 139 South Tryon Street Charlotte, North Carolina 28202 ------------------------- ----- (Address) (Zip Code) Registrant's telephone number, including area code: (704) 373-0400 Securities registered pursuant to Section 12(b) of the Act: Not Applicable Securities registered pursuant to Section 12(g) of the Act Common Stock (par value $.01 per share) --------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required 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 pursuant 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. [ X ] Based upon the $16.00 closing price of the Registrant's common stock as of September 26, 1997, the aggregate market value of the 14,775,901 shares of the Registrant's common stock deemed to be held by non-affiliates of the Registrant was: $236.4 million. Although directors and executive officers of the Registrant and certain of its employee benefit plans were assumed to be "affiliates" of the Registrant for purposes of this calculation, the classification is not to be interpreted as an admission of such status. Number of shares of Common Stock outstanding as of September 26, 1997: 17,192,500 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated. (1) Portions of the Annual Report to Stockholders for the year ended June 30, 1997 are incorporated into Part II, Items 5 through 8 of this Form 10-K. (2) Portions of the definitive proxy statement for the 1997 Annual Meeting of Stockholders to be filed within 120 days of June 30, 1997 are incorporated into Part III, Items 9 through 13 of this Form 10-K. 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. HFNC FINANCIAL CORP. By: /s/H. Joe King, Jr. ------------------------------------- H. Joe King, Jr. President, Chief Executive Officer and Chairman of the Board 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 in the capacities and on the dates indicated. Name Title Date - ---- ----- ---- /s/H. Joe King, Jr. President, Chief Executive Officer June 19, 1998 - ------------------ and Chairman of the Board H. Joe King, Jr. /s/J. Harold Barnes, Jr. Executive Vice President and June 19, 1998 - ----------------------- Director J. Harold Barnes, Jr. /s/Ray W. Bradley, Jr. - ---------------------- Director June 19, 1998 Ray W. Bradley, Jr. /s/Joe M. Logan - --------------- Director June 19, 1998 Joe M. Logan /s/John M. McCaskill - -------------------- Director June 19, 1998 John M. McCaskill /s/Lewis H. Parham, Jr. - ----------------------- Director June 19, 1998 Lewis H. Parham, Jr. /s/Willie E. Royal - ------------------ Director June 19, 1998 Willie E. Royal /s/A. Burton Mackey, Jr. Vice President and Treasurer June 19, 1998 - ------------------------ (principal financial officer) A. Burton Mackey, Jr. EX-13 2 TYPE: EX-13.0 SEQUENCE: 2 DESCRIPTION: 1997 Annual Report to Stockholders The following pages are being filed in response to comments from the Securities and Exchange Commission. INDEPENDENT AUDITORS' REPORT The Board of Directors HFNC Financial Corp. Charlotte, North Carolina We have audited the consolidated statements of financial position of HFNC Financial Corp. and its subsidiaries (the "Company") as of June 30, 1997 and 1996, and the related consolidated statements of income, equity, and cash flows for each of the three years in the period ended June 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 1997 in conformity with generally accepted accounting principles. As discussed in Note 11 to the consolidated financial statements, the Company is a defendant in certain litigation in which the ultimate outcome cannot presently be determined. Accordingly, no provision for any loss that may result upon resolution of these matters has been made in the accompanying financial statements. As discussed in Note 1 to the consolidated financial statements, effective July 1, 1995, the Company changed its method of accounting for postretirement benefits to conform with the provisions of Statement of Financial Accounting Standards No. 106 and effective July 1, 1994, the Company changed its method of accounting for investments in debt and equity securities to conform with the provisions of Statement of Financial Accounting Standards No. 115. /s/Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP Charlotte, North Carolina August 12, 1997 Selected Quarterly Financial Data The accompanying table presents condensed quarterly information for the two year period ended June 30, 1997.
Fiscal Year Ended June 30, 1997 ------------------------------------------------------------------ First Quarter Second Quarter Third Quarter Fourth Quarter ------------ ------------ ------------ ------------ Interest income ................................. $ 15,641,312 $ 16,543,616 $ 16,616,311 $ 16,514,417 Interest expense ................................ 7,729,846 8,488,904 8,707,509 9,692,451 ------------ ------------ ------------ ------------ Net interest income ............................. 7,911,466 8,054,712 7,908,802 6,821,966 Provision for loan losses (recovery of allowance) 374,397 (413,531) 239,283 (259,435) Other income .................................... 311,605 320,434 313,556 256,258 Other expense ................................... 6,585,751 4,423,646 4,943,501 4,031,723 ------------ ------------ ------------ ------------ Income before income taxes ...................... 1,262,923 4,365,031 3,039,574 3,305,936 Income taxes .................................... 486,225 1,680,537 1,170,236 1,272,785 ------------ ------------ ------------ ------------ Net income ...................................... $ 776,698 $ 2,684,494 $ 1,869,338 $ 2,033,151 ============ ============ ============ ============ Net income per common share: Basic ......................................... $ 0.05 $ 0.16 $ 0.12 $ 0.13 Diluted ....................................... $ 0.05 $ 0.16 $ 0.11 $ 0.12 Fiscal Year Ended June 30, 1996 ------------------------------------------------------------------ First Quarter Second Quarter Third Quarter Fourth Quarter ------------ ------------ ------------ ------------ Interest income .................................. $ 11,556,420 $ 12,137,369 $ 13,776,001 $ 14,672,258 Interest expense ................................. 7,330,536 7,384,749 6,430,038 6,863,234 ------------ ------------ ------------ ------------ Net interest income .............................. 4,225,884 4,752,620 7,345,963 7,809,024 Provision for loan losses (recovery of allowance) (141,892) 161,081 250,447 67,321 Other income ..................................... 1,014,356 293,258 310,443 198,540 Other expense .................................... 2,983,130 3,303,127 3,054,715 3,082,213 ------------ ------------ ------------ ------------ Income before income taxes and cumulative effect of a change in accounting principle ..... 2,399,002 1,581,670 4,351,244 4,858,030 Income taxes ..................................... 902,936 525,639 1,772,803 1,364,466 ------------ ------------ ------------ ------------ Income before cumulative effect of a change in accounting principle ........................ 1,496,066 1,056,031 2,578,441 3,493,564 Cumulative effect on prior years of a change in accounting principle (net of income tax benefit) 1,050,000 -- -- -- ------------ ------------ ------------ ------------ Net income ....................................... $ 446,066 $ 1,056,031 $ 2,578,441 $ 3,493,564 ============ ============ ============ ============ Net income per common share: Basic .......................................... n/a n/a $ 0.16 $ 0.21 Diluted ........................................ n/a n/a $ 0.16 $ 0.21
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