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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): APRIL 14, 1999 (APRIL 2, 1999)
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FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
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(Exact name of registrant as specified in charter)
GEORGIA 0-10853 58-1458268
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
40 NORTH MAIN STREET, STATESBORO, GEORGIA 30458
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (912) 764-6611
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Pursuant to an Agreement and Plan of Merger, dated as of November 30,
1998, (the "Merger Agreement"), by and between First Banking Company of
Southeast Georgia ("First Banking") and Wayne Bancorp, Inc. ("Wayne"), Wayne
merged with and into First Banking (the "Merger") on April 2, 1999 (the
"Effective Time"). First Banking was the surviving corporation in the Merger,
and the wholly owned subsidiary of Wayne became a wholly-owned subsidiary of
First Banking. At the Effective Time, each then outstanding share of the common
stock, $1.00 par value per share, of Wayne (the "Wayne Common Stock") (excluding
shares held by any Wayne entity or any First Banking entity, in each case other
than in a fiduciary capacity or as a result of debts previously contracted)
ceased to be outstanding and was converted into and exchanged for the right to
receive 1.57024 shares of the common stock, $1.00 par value per share, of First
Banking (the "First Banking Common Stock"). As a result, First Banking issued
approximately 876,264 shares of First Banking Common Stock to the former Wayne
shareholders in exchange for all of the 558,648 shares of Wayne Common Stock
that were issued and outstanding at the Effective Time (with First Banking
paying cash to the former Wayne shareholders in lieu of issuing fractional
shares of First Banking Common Stock).
Pursuant to the Merger Agreement, J. Ashley Dukes, the former Chairman
of the Board of Wayne, will become a member of First Banking's Board of
Directors following the Effective Time.
The foregoing is qualified in its entirety by reference to the Merger
Agreement which is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
In accordance with Item 7(a)(4) of Form 8-K, any financial statements
of Wayne Bancorp, Inc. required to be filed with the Commission will be
filed as an amendment to this report under cover of Form 8-K/A on or
before June 15, 1999.
(b) Pro Forma Financial Information
In accordance with Item 7(b)(2) of Form 8-K, any pro forma financial
information to be filed with the Commission will be filed as an
amendment to this report under cover of Form 8-K/A on or before June
15, 1999.
(c) Exhibits
1 Agreement and Plan of Merger between First Banking and Wayne
dated as of November 30, 1998 (incorporated by reference to
the Registration Statement on Form S-4 (Registration No.
333-72061) filed by First Banking with respect to the Merger).
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SIGNATURES
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 hereunto duly authorized.
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA
By: /s/ James Eli Hodges
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James Eli Hodges
Chief Executive Officer
Date: April 14, 1999
