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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) November 30, 1999
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PAB BANKSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
Georgia 001-11823 58-1473302
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3102 North Oak Street Extension, Valdosta, Georgia 31602
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (912) 241-2775
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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 2. Acquisition or Disposition of Assets
On November 30, 1999, PAB Bankshares, Inc., a Georgia corporation ("PAB")
consummated the acquisition of Baxley Federal Savings Bank, a federally
chartered stock savings bank ("Baxley"). Pursuant to that certain Agreement and
Plan of Merger (the "Merger Agreement"), dated as of June 3, 1999, by and
between PAB and Baxley, and joined into, as of November 2, 1999, by PAB Interim
Association No. 1, a federally chartered interim stock savings association and a
wholly-owned subsidiary of PAB ("Interim"), Interim merged with and into Baxley,
with Baxley continuing in existence as a wholly-owned subsidiary of PAB.
Pursuant to the Merger Agreement, each share of Baxley common stock was
converted into the right to receive 2.40 shares of PAB common stock. Based on
the closing price of PAB common stock on November 30, 1999, the aggregate value
of the acquisition was approximately $19.68 million, or approximately $35.70 per
share of Baxley common stock.
PAB is a bank holding company headquartered in Valdosta, Georgia with
assets, as a result of the Baxley acquisition, exceeding $650 million. In
addition to its newly acquired thrift subsidiary in Baxley, Georgia, PAB
operates banking subsidiaries based in Valdosta, Adel, Bainbridge, and
Statesboro, Georgia. PAB common stock is quoted on the American Stock Exchange
under the symbol "PAB."
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
At the present time it is impractical to provide the required financial
statements for Baxley as required by this Item 7 of Form 8-K. PAB will file
such required financial statements under cover of Form 8-K/A as soon as
practicable, but not later than February 13, 2000 (60 days after this Report is
required to be filed).
(b) Pro Forma Financial Information
At the present time, it is impractical to provide the pro forma financial
information relative to the Baxley acquisition as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K. PAB will file such required
financial statements under cover of Form 8-K/A as soon as practicable, but not
later than February 13, 2000 (60 days after this Report is required to be
filed).
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 3, 1999, by and
between PAB Bankshares, Inc. and Baxley Federal Savings Bank, and
joined into, as of November 2, 1999, by PAB Interim Association No.
1 (incorporated herein by reference to the exhibit of the same
number in PAB Bankshares, Inc.'s Registration Statement on Form S-4,
dated October 14, 1999, Registration No. 333-83907).
99.1 Press Release, dated November 30, 1999, issued by PAB Bankshares,
Inc.
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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.
(Registrant)
Dated: December 3, 1999 By: /s/ R. Bradford Burnette
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R. Bradford Burnette, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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99.1 Press Release, dated November 30, 1999, issued by PAB Bankshares,
Inc.
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EXHIBIT 99.1
PAB BANKSHARES, INC
3102 N. Oak Street, Ext. . P.O. Box 3469 . Valdosta, Georgia 31604-3469
Phone: 912-241-2775 . Fax: 912-241-2774
News Release
FOR IMMEDIATE RELEASE
November 30, 1999
Contact: Denise McKenzie
Asst. Vice President/Corporate Secretary/Investor Relations Officer
(912) 241-8051
PAB Bankshares, Inc.
Completes Merger with
Baxley Federal Savings Bank
PAB Bankshares, Inc. (AMEX:PAB) announces that its acquisition of Baxley Federal
Savings Bank was completed today. The shareholders of Baxley Federal approved
the merger with PAB on Tuesday, November 23. With completion of the merger,
PAB Bankshares' total assets exceed $650 million.
Baxley Federal Savings Bank will continue it operations in Baxley and
Hazlehurst, Georgia as a thrift subsidiary of PAB. Its president, Alvin Tuten,
Jr. and Kennith McLeod, another Baxley Federal director will join the PAB board
of directors.
Under the merger agreement, Baxley shareholders will receive 2.4 shares of
PAB common stock for each share of Baxley common stock. The company will issue
approximately 1,323,554 shares in the transaction. The transaction will
constitute a tax-free reorganization and will be accounted for as a "pooling of
interests".
R. Bradford Burnette, President and CEO of PAB said "PAB is pleased to bring
Baxley Federal into our family of community banks. Under the leadership of
President and CEO, Alvin Tuten, Jr., Baxley Federal has established a strong
tradition of serving the needs of its communities. We look forward to
continuing that tradition and providing several new services to Baxley Federal's
customers."
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PAB Bankshares is also the parent company for Park Avenue Bank in Valdosta,
Georgia; Farmers & Merchants Bank in Adel, Georgia; First Community Bank of
Southwest Georgia in Bainbridge, Georgia; and Eagle Bank & Trust in Statesboro,
Georgia.
PAB Bankshares common stock is traded on the American Stock Exchange under the
ticker symbol PAB. More information on the company can be found on the Internet
at www.pabbankshares.com.
