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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 22, 1996
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(Earliest Event Reported)
NEWNAN HOLDINGS, INC.
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(Exact Name of Registrant as
Specified in its Charter)
GEORGIA 333-4304 58-2232785
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(State or other jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification Number)
19 JEFFERSON STREET, NEWNAN, GEORGIA 30263
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(Address of principal executive offices)
(770)-253-5017
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(Registrant's Telephone Number)
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(Former name of former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS.
On August 22, 1996 Newnan Savings Bank, FSB announced that it had
completed its reorganization of the savings bank into a holding company to be
named Newnan Holdings, Inc. ("Company"). Simultaneous with the
reorganization, the Company completed its acquisition of Southside Financial
Group, Inc. and its subsidiary, the Citizens Bank and Trust of Fayette
County. Both Newnan Savings Bank and Citizens Bank and Trust will operate as
subsidiaries of the Company (Southside Financial Group, Inc. will be
dissolved).
As a result of the reorganization into the holding company, Newnan
Savings Bank shareholders received one share of stock in the Company in
exchange for one share of stock in the savings bank. Each outstanding share
of Southside will be converted into the right to receive merger consideration
in an amount equal to $41.00. The terms of the acquisition also provide that
a Southside shareholder who owns 5,000 or more shares may elect to receive up
to 50% of his or her merger consideration in the form of Newnan Holdings
stock; however, no more than 145,000 additional shares of Newnan Holdings
will be issued. The Company expects to issue approximately 133,000 shares of
Newnan Holdings, Inc. Stock and pay approximately $13.8 million in cash to
Southside Shareholders. Further information regarding the terms of the
reorganization and the acquisition is contained in the Joint Proxy Statement
for Special Meeting of Shareholders held August 21, 1996 under the captions
"Terms of the Newnan Savings Reorganization" and "Terms of the Southside
Acquisition", respectively, and is incorporated herein by reference to the
Registration Statement on Form S-4 Registration Number 333-4304.
Newnan Holdings will have approximately $250 million in assets.
A copy of the press release announcing the execution of the agreement is
attached hereto as Exhibit 99, and by this reference made a part hereof.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The Company will file the required financial statements by amendment
to this Report as soon as practicable, but not later than 60 days
after September 5, 1996.
(b) Pro Forma Financial Information.
The Company will file the required pro forma financial information
by amendment to this Report as soon as practicable, but not later than
60 days after September 5, 1996.
(c) Exhibits- Index
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99 - Registrant's press release, date August 22, 1996 . . Page 5
10.1 Plan of Reorganization, dated December 14, 1995 of Newnan
Savings Bank into a holding company (incorporated by reference
to Appendix A to the Company's Registration Statement on Form
S-4 (Registration No. 333-4304).
10.2 Agreement and Plan of Merger by and among Newnan Savings Bank,
FSB, Newnan Holdings, Inc. and Southside Financial Group,
Inc., Citizens Bank and Trust of Fayette County, and Interim
Citizens Corporation dated November 2, 1995 (incorporated by
reference to Appendix B to the Company's Registration Statement
on Form S-4 (Registration No. 333-4304).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWNAN HOLDINGS, INC.
Dated: September 6, 1996 By: /s/ DOUGLAS J. HERTHA
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Douglas J. Hertha
Vice President
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EXHIBIT 99
**** PRESS RELEASE ****
NEWNAN SAVINGS BANK, FSB
NEWNAN, GEORGIA
FOR IMMEDIATE RELEASE CONTACT: TOM MOAT
(770)-304-7717
NEWNAN SAVINGS BANK, FSB COMPLETES ACQUISITION
OF CITIZENS BANK AND TRUST OF FAYETTE COUNTY
NEWNAN, GEORGIA (August 22, 1996)--Newnan Savings Bank, FSB
(NASDAQ-NFSL) announced today the reorganization of the savings bank into a
holding company and the acquisition of Southside Financial Group, Inc. and
its subsidiary, Citizens Bank and Trust of Fayette County, has been completed.
The name of the new holding company is Newnan Holdings, Inc. Both
subsidiary banks, Newnan Savings Bank and Citizens Bank and Trust of Fayette
County will continue to operate as community banks. The current Board of
Directors and management will continue to serve at each bank.
As a result of the formation of the holding company and under the terms
of the acquisition agreement, Newnan Savings Bank stockholders will retain
their current share certificates in Newnan Savings Bank. Each outstanding
share of Southside stock owned by a shareholder will be converted into the
right to receive merger consideration in an amount equal to $41.00 per share
of Southside stock. The terms of the acquisition also provide that a
shareholder who owns 5,000 or more shares may elect to receive up to 50% of
his or her merger consideration in the form of Newnan Holdings stock;
however, no more than 145,000 additional shares of Newnan Holdings stock will
be issued.
Newnan Savings Bank operates branches in Newnan, Peachtree City,
LaGrange, and Hogansville, Georgia. Citizens operates from one office located
in Fayetteville, Georgia. The combined assets of the two banks is
approximately $250 million.
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