SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 5, 1996
BANK CORPORATION OF GEORGIA
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(Exact name of registrant as specified in its charter)
GEORGIA 0-17851 58-1406233
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(State or other Commission File No. (I.R.S. Employer
jurisdiction of I.D. No.)
incorporation)
4951 Forsyth Road, Macon, Georgia 31210
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(Address of principal executive offices and zip code)
(912) 757-2000
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(Registrant's telephone number, including area code)
N/A
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(Former name or address, if changed since last report)<PAGE>
<PAGE>
Item 5. Other Events
On June 5, 1996, the Registrant settled the litigation brought by a
group of dissident shareholders to oppose the proposed acquisition of
Effingham Bank & Trust by the Registrant. The acquisition was consummated
on June 6, 1996. Additional information about the settlement and the
acquisition is described in the Registrant's June 13, 1996 letter to the
former shareholders of Effingham Bank & Trust attached hereto as Exhibit 99.
Item 7. Exhibits
99 - Letter to former shareholders of Effingham Bank & Trust, dated
June 14, 1996.<PAGE>
<PAGE>
SIGNATURE
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 and hereunto duly authorized.
BANK CORPORATION OF GEORGIA
Date: June 13, 1996 By: /s/ Joseph W. Evans
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Joseph W. Evans
EXHIBIT 99
June 14, 1996
Dear Shareholder:
Welcome to Bank Corporation of Georgia. We are pleased to advise
you that the merger of Effingham Bank & Trust with Bank Corporation
of Georgia was consummated on June 6, 1996.
As you are probably aware, following the April 9th shareholders'
meeting at which the transaction was approved by a vote of 81% of
the outstanding shares, a small number of shareholders attempted to
block the transaction. The group contended that the proxy materials
sent to shareholders should have disclosed that Heys McMath, the
President and a Director of Effingham Bank & Trust, was a former
officer with AmeriBank N.A., a subsidiary of Bank Corporation of
Georgia.
Mr. McMath was hired by Effingham Bank & Trust after the initial
merger agreement had been executed with Bank Corporation of Georgia
following the resignation of Mike Daniels, the former president of
Effingham. It has been the position of the Board of Directors of
Effingham Bank & Trust and of Bank Corporation of Georgia that
Mr. McMath's prior relationship with AmeriBank was not a material or
relevant issue, given his lack of involvement with the negotiation
of the terms of the transaction, for purposes of the shareholders'
decision.
After several weeks of legal proceedings in various legal venues,
the complaining shareholders settled the litigation and agreed that
the proposed merger of Effingham Bank & Trust with Bank Corporation
of Georgia was in the best interest of the shareholders of Effingham
Bank & Trust. In the settlement, Bank Corporation of Georgia agreed
to purchase the complaining shareholders' shares for $10.50 per
share, which is an amount that is equivalent to the market value of
Bank Corporation of Georgia stock on June 5 times the exchange rate,
and to pay a portion of the plaintiffs' attorney's fees. This stock
price is identical to that being offered to all of the dissenting
shareholders.
We are pleased that this matter is settled. With the merger now
complete, we can focus our efforts on managing your company without
the distraction and expense of litigation over our heads.
Enclosed with this letter is a transmittal letter to effect the
transfer of your stock from Effingham Bank & Trust to Bank
Corporation of Georgia. Upon receipt of your signed transmittal
letter, along with the stock certificates for your shares of
Effingham Bank & Trust stock, we will issue you a certificate for
Bank Corporation of Georgia stock at an exchange rate of .59 shares
of Bank Corporation of Georgia stock for each share of Effingham<PAGE>
Bank & Trust stock.
You may be aware that Bank Corporation of Georgia recently obtained
a listing on The Nasdaq National Market (Symbol BCGA), which we
anticipate will improve the liquidity of your investment. Based on
the last trade of $18.00 per share of Bank Corporation of Georgia
stock on June 10, 1996, each of your shares of Effingham Bank &
Trust stock represents an equivalent value of $10.62.
We look forward to being part of the Effingham County community and
we intend to make your investment in Bank Corporation of Georgia a
source of pride. We are very pleased to have you as a shareholder
and hope that we also will have the privilege of serving your
financial needs.
If you have any questions regarding how to complete the transmittal
letter, please call the Stock Transfer Department at (912) 757-2000.
Sincerely,
/s/ Joe Evans /s/ J. Thomas Wiley, Jr.
Joseph W. Evans J. Thomas Wiley, Jr.
President and CEO President and CEO
Bank Corporation of Georgia AmeriBank, N.A.
