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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 and Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 1998 (April 29, 1998)
PAB Bankshares, Inc.
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(Exact name of Registrant as Specified in Charter)
Georgia 0-25422 58-1473302
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(State or other Jurisdiction of (Commission File (IRS Employer Identification
Incorporation) Number) No.)
3102 North Oak Street Extension, Valdosta, Georgia 31602
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(Address of Principal Executive Offices) (Zip Code)
912/241-2775
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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 April 29, 1998, PAB Bankshares, Inc. ("Registrant") announced
that it had entered into a letter of intent (the "Letter of Intent") regarding
the proposed acquisition by Registrant of Eagle Bancorp, Inc. ("Eagle"). The
Letter of Intent provides for the merger of Eagle with and into Registrant. The
consummation of the acquisition remains subject to certain conditions which must
be satisfied prior to closing, including the execution of a definitive
agreement and the receipt of shareholder and regulatory approvals.
On April 29, 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 April 29, 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.
May 20, 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
April 29, 1998
Contact: Denise McKenzie
Assistant Vice President
(912) 241-8051
PAB BANKSHARES, INC. AND EAGLE BANCORP, INC. ANNOUNCE GEORGIA MERGER
VALDOSTA, Ga., April 29 /PRNewswire/ -- PAB Bankshares, Inc. (Amex: PAB), in
Valdosta, Georgia and Eagle Bancorp, Inc. of Statesboro, Georgia jointly
announced that they have entered into a letter of intent for a proposed merger
of Eagle Bancorp, Inc. into PAB Bankshares, Inc. Eagle Bancorp, Inc. is the one-
bank holding company for Eagle Bank & Trust in Statesboro. PAB Bankshares, Inc.
is the Georgia multi-bank holding company for The Park Avenue Bank in Valdosta,
Georgia, Farmers and Merchants Bank in Adel, Georgia, and First Community Bank
of Southwest Georgia in Bainbridge, Georgia.
Under the terms of the agreement, Eagle shareholders will receive one share of
PAB common stock for each share of Eagle common stock. Based on PAB's closing
stock price of $23.00 on April 28, 1998, the transaction would be valued at
approximately $20.8 million. The merger, which is anticipated to be accounted
for as a pooling of interests, is expected to be consummated before year-end
1998, pending the execution of a definitive agreement, approval of Eagle
stockholders and regulatory authorities and other customary conditions of
closing. The transaction is expected to be a tax-free reorganization for federal
income tax purposes. PAB intends to retain the name, charter, board of directors
and management of Eagle Bank & Trust.
R. Bradford Burnette, President and Chief Executive Officer of PAB Bankshares,
Inc. stated, "We are delighted to join with Eagle Bank & Trust to expand
services for the Statesboro community while adding value and liquidity for PAB
stockholders. Eagle Bank & Trust has an outstanding team of management and board
of directors which embrace a culture and philosophy that is a perfect match for
ours. Together we expect to participate in and help to expand the dynamic
Bulloch County economy."
James B. Lanier, Chairman of Eagle Bancorp, Inc., stated, "Eagle Bank has been
dedicated to responsive financial services for Statesboro and Bulloch County
since we opened the bank in 1991. Joining with PAB will give us added clout to
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deliver what our communities need, plus added value and a better market for the
shares of our stockholders. This represents a successful partnership between
southeast and southwest Georgia to the advantage of our stockholders, our
customers and our employees.''
Andrew M. Williams, III, President and Chief Executive Officer of Eagle, said,
"PAB and Eagle share a strong community-based banking philosophy of personal
customer service. In joining PAB's partnership of community banks, we have found
a way to remain a strong financial service provider for our Bulloch County
customers while retaining a high degree of local decision-making and autonomy.
PAB brings us innovative services, better technology, and the power of a larger
organization. We provide PAB with a presence in a vibrant southeast Georgia
market. Both groups add a great deal of value. Given Georgia's rapidly
consolidating banking industry, we were fortunate to pick a merger partner that
added the most shareholder value, and that also thinks like we do when it comes
to personal community banking. PAB is a perfect fit.''
Eagle Bank & Trust operates two full service banking offices in Statesboro,
Georgia. As of March 31, 1998, Eagle Bancorp, Inc. had total assets of $66.3
million, deposits of $55.8 million, loans of $49.2 million, and stockholders'
equity of $6.9 million. For the first quarter of 1998, Eagle had net income of
$200,032. Eagle's trailing earnings for the 12 months ended March 31, 1998 were
$745,590.
As of March 31, 1998, PAB Bankshares, Inc. had total assets of $343.9 million,
deposits of $267.7 million, loans of $229.4 million, and stockholders' equity of
$31.8 million. PAB's first quarter net earnings amounted to $1,330,405, or $.24
per share, up 33% over $.18 per share for the same period in 1997.
In addition to the anticipated merger with Eagle Bancorp, Inc., PAB Bankshares,
Inc. also has a pending merger with Investors Financial Corp. in Bainbridge,
Georgia. Investors Financial Corp. is the parent holding company of Bainbridge
National Bank, a $77 million bank in Decatur County. The pooling of interests
stock transaction is expected to close by June 30, 1998. After the combinations
are completed with both Investors Financial Corp. and Eagle Bancorp, Inc., total
assets of PAB will approximate $500 million.
PAB Bankshares, Inc. common stock is traded on the American Stock Exchange under
the ticker symbol PAB.
