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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 1998
(January 7, 1998)
PAB Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 0-25422 58-1473302
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
incorporation)
3102 North Oak Street Extension, Valdosta, Georgia 31602
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(Address of principal executive offices) (Zip Code)
912/242-7758
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 31, 1997, PAB Bankshares, Inc. ("Registrant"),
Investors Financial Corporation ("IFC") and Bainbridge National Bank
(the "Bank") executed a definitive agreement regarding the proposed
acquisition by Registrant of IFC and the Bank, IFC's wholly-owned
subsidiary. The acquisition agreement provides for Registrant to
acquire IFC for approximately $20 million in stock of Registrant
subject to consents and approvals contained in the agreement. The
transaction is expected to be consummated by May 31, 1998.
On January 8, 1998 Registrant issued the press release filed herewith
as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.1 Press Release dated January 8, 1998
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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.
PAB BANKSHARES, INC.
January 14, 1998 /s/ C. Larry Wilkerson
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C. Larry Wilkerson
Executive Vice President
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EXHIBIT 99.1
PAB BANKSHARES, INC.
3102 N. Oak Street, Ext., P. O. Box 3589, Valdosta, Georgia 31604-3589
Phone: 912-241-2775 Fax: 912-241-2774
NEWS RELEASE
FOR IMMEDIATE RELEASE
January 8, 1998
Contact: Denise McKenzie
Corporate Secretary
(912) 241-8051
PAB BANKSHARES, INC.
SIGNS MERGER AGREEMENT WITH
INVESTORS FINANCIAL CORP.
PAB Bankshares, a bank holding company with headquarters in Valdosta, Georgia
announced today that it has signed a definitive agreement with Investors
Financial Corporation, parent company of Bainbridge National Bank (assets $77
million), to merge Bainbridge National Bank with PAB' s subsidiary, First
Community Bank of Southwest Georgia (assets $88 million). The merger is subject
to shareholder and regulatory approval.
Investors Financial Corporation reported assets of $77 million, net loans of
$46 million, deposits of $65 million, and capital of $8.6 million at December
31, 1997. Net income was $1,185,000 for the 12 months ended December 31, 1997.
PAB Bankshares will issue 855,057 shares of its common stock, valued at
approximately $20 million, in the transaction. It is anticipated that the
transaction will constitute a tax-free reorganization under the Internal
Revenue Code and will qualify as a "pooling of interests" accounting treatment.
R. Bradford Burnette, President and CEO of PAB Bankshares, stated, "I am
delighted that we will be able to join two of Southwest Georgia's leading
community banks to create an organization that will enable us to expand our
service to our customers and community while adding value and liquidity for our
shareholders. Bainbridge National Bank has an excellent management team which
embraces a culture and philosophy that is a perfect match for ours. We expect
the transactions to improve earnings per share in the first year."
Tracy Dixon, President and CEO of Investors Financial Corporation, states that
"when we weighed the pros and cons of this merger, it was clear to our entire
Board of Directors that this union was in the best interest of our
stockholders, our customers and our employees."
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"Our stockholders gain liquidity and value, our customers will see new products
and expanded credit availability, and our employees will have more advancement
opportunities and benefits. It's truly a win-win situation for everyone and
we're excited about our future prospects."
First Community President, Jeff Hanson, commented, "BNB and First Community are
both firmly committed to community banking and to hands-on local service. The
combination of these two institutions should only enhance our ability to meet
our customers' needs and to provide the best possible financial services
available."
After the merger, which is expected to be completed in the second quarter of
1998, PAB Bankshares will have total assets of $400 million. PAB Bankshares is
the holding company for Park Avenue Bank in Valdosta, Georgia; Farmers and
Merchants Bank in Adel, Georgia; and First Community Bank of Southwest Georgia
in Bainbridge, Georgia.
PAB Bankshares common stock is traded on the American Stock Exchange under the
ticker symbol PAB.
