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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): August 30, 1996
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ABC Bancorp
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(Exact name of registrant as specified in its charter)
Georgia 0-16181 58-1456434
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
310 First Street, S.E., Moultrie, Georgia 31768
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (912) 890-1111
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Item 2. Acquisition or Disposition of Assets
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ABC Bancorp, a Georgia corporation ("ABC"), and First National Financial
Corporation, a Georgia corporation ("First National"), entered into an Agreement
and Plan of Merger dated as of April 15, 1996 (the "Merger Agreement"), pursuant
to which First National was merged with and into ABC (the "Merger"). The Merger
was consummated and became effective as of August 30, 1996 (the "Closing").
Pursuant to the Merger Agreement, shares of First National (the "First
National Shares") and options and warrants to purchase First National Shares
(the "Options and Warrants") (the First National Shares and the Options and
Warrants are collectively referred to as the "Securities") issued and
outstanding immediately prior to the Merger were converted into the right to
receive consideration of approximately $11.6 million paid to holders of the
Securities as of Closing in the form of Common Stock, par value $1.00, of ABC.
Raymond B. Philips, President of First National and of its wholly-owned
bank subsidiary, First National Bank of South Georgia (the "Bank"), entered into
a Noncompetition Agreement with ABC Bancorp whereby Mr. Philips received the sum
of $25,000 and title to a 1995 Chevrolet S10 Blazer owned by the Bank and driven
by Mr. Philips. Mr. Philips has retired as President of First National and the
Bank, effective as of the Closing.
The consideration for the Merger was determined as a result of negotiations
between ABC and First National and was approved by the boards of directors of
ABC and First National and by the shareholders of First National. Prior to the
Merger, neither ABC nor any of its affiliates, directors or officers, nor any
associate of any such director or officer had any relationship with First
National.
The Merger is the third of three mergers that ABC has consummated in 1996.
ABC has previously announced the consummation, on June 21, 1996, of its
merger transaction with Southland Bancorporation ("Southland"), an Alabama
corporation and the sole shareholder of Southland Bank, an Alabama chartered
state bank located in Dothan, Alabama. Pursuant to the Agreement and Plan of
Merger by and between ABC and Southland dated as of December 18, 1995, as
amended (the "Southland Merger Agreement"), Southland was merged with and into
ABC (the "Southland Merger"), with Southland Bank thereupon becoming a wholly-
owned subsidiary of ABC. The description of the Southland Merger Agreement is
qualified in its entirety by reference to a copy thereof which has been
previously filed and is incorporated herein by reference.
ABC also has previously announced the consummation, on July 31, 1996, of
its merger transaction with Central Bankshares, Inc. ("Central"), a Georgia
corporation and the sole shareholder of Central Bank & Trust, a Georgia
chartered state bank located in Cordele, Georgia. Pursuant to the Agreement and
the Plan of Merger by and between ABC and Central dated as of December 29, 1995,
as amended (the "Central Merger Agreement"), Central was merged with and into
ABC (the "Central Merger"), with Central Bank & Trust thereupon becoming a
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wholly-owned subsidiary of ABC. The description of the Central Merger Agreement
is qualified in its entirety by reference to a copy thereof which has been
previously filed and is incorporated herein by reference.
The description contained herein of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, incorporated herein by
reference, and the Press Release dated August 30, 1996 which is attached hereto
as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired. Incorporated in this Report
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by reference are unaudited consolidated financial statements of ABC as of March
31, 1996, together with the notes thereto, as well as the audited financial
statements of ABC as of December 31, 1995 and the year then ended which have
been audited by the independent accounting firm of Mauldin & Jenkins.
Incorporated in this Report by reference are unaudited consolidated
financial statements of First National as of March 31, 1996, together with the
notes thereto, as well as the audited financial statements of First National as
of December 31, 1995 and the year then ended which have been audited by the
independent accounting firm of Francis & Co., CPA's.
Incorporated in this Report by reference are unaudited consolidated
financial statements of Central as of March 31, 1996, together with the notes
thereto, as well as the audited financial statements of Central as of December
31, 1995 and the year then ended which have been audited by the independent
accounting firm of Mauldin & Jenkins.
Incorporated in this Report by reference are unaudited consolidated
financial statements of Southland as of March 31, 1996, together with the notes
thereto, as well as the audited financial statements of Southland as of December
31, 1995 and the year then ended which have been audited by the independent
accounting firm of KPMG Peat Marwick LLP.
(b) Pro Forma Financial Information. The Unaudited Pro Forma Condensed
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Consolidated Financial Data incorporated in this Report by reference give effect
to the merger transactions described herein. Southland's information is
combined with ABC using the purchase accounting method. Central's information
is combined with ABC using the pooling of interests method of accounting. First
National's information is combined with ABC using the pooling of interests
method of accounting.
The ABC historical amounts were derived from consolidated financial
statements of ABC incorporated herein by reference. The historical amounts of
Southland were derived from the consolidated financial statements of Southland
incorporated herein by reference. The historical amounts of Central were
derived from the consolidated financial statements of Central incorporated
herein by reference. The historical amounts of First National were derived from
the consolidated financial statements of First National incorporated herein by
reference.
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The Unaudited Pro Forma Condensed Consolidated Financial Data do not
purport to present the financial position of ABC had the various transactions
indicated above actually been consummated on the dates indicated. In addition,
the Unaudited Pro Forma Condensed Consolidated Financial Data are not
necessarily indicative of the future results of operations of ABC and should be
read in conjunction with the historical financial statements of ABC, Southland,
Central and First National, including the notes thereto, incorporated herein by
reference.
(c) Exhibits. The following is a list of the Exhibits attached hereto or
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incorporated herein by reference.
Exhibit 2.1 Merger Agreement (incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to ABC's Registration on Form S-4 (Registration
No. 333-2387), filed with the Commission on May 21, 1996).
Exhibit 10.1 Noncompetition Agreement, Raymond B. Philips*
Exhibit 99 Press Release
* Contained as an exhibit to the Merger Agreement
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of ABC (Commission File No 0-16181) are hereby
incorporated by reference:
1. Agreement and Plan of Merger by and between ABC and Southland
Bancorporation dated as of December 18, 1995 (filed as Exhibit 10.10
to ABC's Annual Report on Form 10-K filed with the Commission on March
28, 1996), and Amendment No. 1 thereto dated as of April 16, 1996
(filed as part of Appendix A to Amendment No. 1 to ABC's Registration
on Form S-4 (Registration No. 333-2387), filed with the Commission on
May 21, 1996).
2. Agreement and Plan of Merger by and between ABC and Central
Bankshares, Inc., dated as of December 29, 1995 (filed as Exhibit
10.11 to ABC's Annual Report on Form 10-K filed with the Commission on
March 28, 1996), and Amendment No. 1 thereto dated as of April 26,
1996 (filed as part of Appendix A to ABC's Registration on Form S-4
(Registration No. 333-05861), filed with the Commission on June 12,
1996).
3. Agreement and Plan of Merger by and between ABC and First National
Financial Corporation dated as of April 15, 1996 (filed as Exhibit
10.12 to Amendment No. 1 to ABC's Registration on Form S-4
(Registration No. 333-2387), filed with the Commission on May 21,
1996).
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4. Financial Information, including Unaudited Pro Forma Condensed
Consolidated Financial Data (pages PF-i through PF-28) and Historical
Financial Data of each of ABC Bancorp, First National Financial
Corporation, Central Bankshares, Inc., and Southland Bancorporation
(pages F-1 through F-129), filed as part of ABC's Registration on Form
S-4 (Registration No. 333-08301), filed with the Commission on July
17, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ABC BANCORP
By: /s/ W. Edwin Lane, Jr.
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Name: W. Edwin Lane, Jr.
Title: Vice President and CFO
Dated: September 9, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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Exhibit 2.1 Merger Agreement (incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to ABC's Registration on Form S-4 (Registration
No. 333-2387), filed with the Commission on May 21, 1996).
Exhibit 10.1 Noncompetition Agreement, Raymond B. Philips*
Exhibit 99 Press Release
* Contained as an exhibit to the Merger Agreement
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[LETTERHEAD OF ABC BANCORP APPEARS HERE]
NEWS RELEASE
For more information contact:
W. Edwin Lane, Jr., CPA
Chief Financial Officer
ABC BANCORP COMPLETES
MERGER WITH FIRST NATIONAL FINANCIAL CORPORATION
August 30, 1996
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ABC BANCORP (Nasdaq: ABCB), Moultrie, Georgia, has completed its merger
with First National Financial Corporation, Albany, Georgia today. The total
merger consideration in connection with the acquisition amounts to approximately
$11.6 million or 1.98 times the book value of First National. The merger
consideration will be paid with approximately 726,000 shares of ABC Bancorp
Common Stock.
As a result of the acquisition, First National Bank of South Georgia, a
subsidiary of First National Financial Corporation, becomes a wholly-owned
subsidiary of ABC Bancorp. First National Bank of South Georgia currently has
one office in Albany, Georgia.
With the First National merger, ABC Bancorp's assets total approximately
$570 million.
First National Bank of South Georgia's name will remain the same following
the merger. Raymond B. Phillips, First National's President and Chief Executive
Officer, retired upon completion of the merger. Successors to Mr. Phillips as
president and chairman of the board will be announced at a later date.
ABC Bancorp's President and Chief Executive Officer Jack Hunnicutt said,
"We're delighted to be in the Albany market. We envision expanded growth,
profitability and expansion opportunities for the bank in its market area. ABC
Bancorp will extend technological, capital, and other support to First National
Bank that will enable them to expand the scope of products and services they
offer. We look forward to working
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ABC BANCORP
NEWS RELEASE
August 30, 1996
with the staff at First National and serving the needs of the people and
businesses of Albany and Dougherty County."
ABC Bancorp is headquartered in Moultrie, Georgia and, including First
National Bank of South Georgia, has a total of eight banking subsidiaries with
21 locations in and around the southern Georgia cities of Albany, Cairo,
Cordele, Moultrie, Quitman, Thomasville and Tifton, and the southern Alabama
cities of Abbeville, Clayton, Dothan, Eufaula and Headland.
ABC Bancorp Common Stock is quoted on the Nasdaq National Market under the
symbol "ABCB".
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