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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
FIRST LIBERTY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report dated March 24,
1995 on Form 8-K as set forth in the pages attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Business Acquired:
Audited Statement of Financial Condition at March 24, 1995
(b) Pro Forma Financial Information:
Statement of Income for the six months ended March 31, 1995
Statement of Income for the year ended September 30, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST LIBERTY FINANCIAL CORP.
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DATE: June 6, 1995 David L. Hall
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David L. Hall
Executive Vice President
Chief Financial Officer
(Duly authorized, principal
financial and principal
accounting officer)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
As of March 24, 1995, First Liberty Bank, a wholly owned subsidiary of First
Liberty Financial Corp., acquired certain assets and assumed certain
liabilities of three branch offices of First Union National Bank of Georgia
located in Sylvania, Vidalia and Waycross, Georgia under the terms of a
Purchase and Assumption Agreement dated October 4, 1994 (the "Agreement").
The accompanying audited Financial Statement on page 4 reflects the assets
acquired and liabilities assumed as of March 24, 1995 under the Agreement.
The historical revenues and expenses directly related to the business acquired
would principally be those revenues which could be earned by investing the cash
acquired and those expenses which would be incurred on the interest-bearing
deposits acquired. Additionally, some expenses would be incurred related to
the physical operating costs of the branches, primarily personnel-related
costs. It is impractical for the registrant to provide an audited statement of
operations, reflecting the historical results of operations of the business
acquired (i.e. those related to the specific assets acquired and the specific
liabilities assumed), since (1) these assets and liabilities represented only a
portion of the operations of the branches acquired, which in themselves did
not constitute a seperate entity but instead were a portion of a large
financial institution and (2) since such records, if any, exist only within the
large financial institution and the registrant has no contractual right of
access to such records, if any exist.
The registrant has included the estimated direct revenues and expenses relating
to the specific assets and liabilities acquired and any estimated associated
expenses in the pro forma financial information provided in Item 7(b).
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COOPERS & LYBRAND L.L.P.
1155 PEACHTREE STREET
1100 CAMPANILE BUILDING
ATLANTA, GEORGIA 30309
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
First Liberty Financial Corp.
We have audited the accompanying Statement of Assets Acquired and Liabilities
Assumed under the Purchase and Assumption Agreement dated October 4, 1994
between First Liberty Bank (the Acquirer) and First Union National Bank of
Georgia (the Seller) (the "Financial Statement"), as of March 24, 1995. This
Financial Statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on the Financial Statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Financial Statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the accounting principles used and significant estimates made by management, as
well as evaluating the overall Financial Statement presentation. We believe
that our audit of the Financial Statement provides a reasonable basis for our
opinion.
In our opinion, the Financial Statement referred to above presents fairly, in
all material respects, the assets acquired and liabilities assumed under the
Purchase and Assumption Agreement referred to above as of March 24, 1995, in
conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
June 5, 1995
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STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
UNDER THE PURCHASE AND ASSUMPTION AGREEMENT DATED OCTOBER 4, 1994
BETWEEN FIRST LIBERTY BANK (THE ACQUIRER) AND
FIRST UNION NATIONAL BANK OF GEORGIA (THE SELLER)
AS OF MARCH 24, 1995
(Dollars in Thousands)
ASSETS:
Cash and due from banks $89,324
Loans 885
Premises and equipment 551
Other assets 143
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Total assets acquired 90,903
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LIABILITIES:
Non-interest bearing deposits 14,818
Interest bearing deposits 80,427
Other liabilities 10
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Total liabilities assumed 95,255
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Net liabilities assumed $ 4,352
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The accompanying note is an integral part of the Financial Statement.
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NOTE TO FINANCIAL STATEMENT
1. Basis of Presentation
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As of March 24, 1995, First Liberty Bank, a wholly owned subsidiary of the
First Liberty Financial Corp., acquired certain assets and assumed certain
liabilities of three branch offices of First Union National Bank of Georgia
located in Sylvania, Vidalia and Waycross, Georgia under the terms of a
Purchase and Assumption Agreement dated October 4, 1994 (the "Agreement"). The
accompanying audited Financial Statement reflects the assets acquired and
liabilities assumed as of March 24, 1995 under the Agreement.
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(b) Pro Forma Financial Information
As of March 24, 1995, First Liberty Bank, a wholly owned subsidiary of First
Liberty Financial Corp. acquired certain assets and assumed certain liabilities
of three branch offices of First Union National Bank of Georgia ("FUNB")
located in Sylvania, Vidalia and Waycross, Georgia under the terms of a
Purchase and Assumption Agreement dated October 4, 1994 (the "Agreement").
A pro forma statement of financial condition as of March 31, 1995 has not been
included herein as the acquisition has previously been reported in the
statement of financial position included in the Form 10-Q of First Liberty
Financial Corp. for the quarter ended March 31, 1995 filed on May 15, 1995.
The following pro forma combined condensed statements of income for the six
months ended March 31, 1995 and for the year ended September 30, 1994, assume
the acquisition had been completed as of October 1, 1993. The pro forma
financial statements include the historical consolidated statements of income
of First Liberty Financial Corp. ("FLFC") for such periods and estimated
results of operations relating to the specific assets acquired and liabilities
assumed of the three branch offices of FUNB (referred to as "FUNB" in the pro
forma statements).
The pro forma combined condensed statement of income for the year ended
September 30, 1994 also assumes the acquisition of Central Banking Company
("CBC"), which was effective on December 2, 1994, had been completed as of
October 1, 1993.
The pro forma information provided below may not necessarily be indicative of
future results. The pro forma combined condensed statements of income are
unaudited and should be read in conjunction with the historical consolidated
financial statements including the notes thereto, of FLFC.
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FIRST LIBERTY FINANCIAL CORP.
Condensed Combined Pro Forma Statements of Income
(Dollars in thousands except per share data)
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<CAPTION>
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For the six months ended
March 31, 1995
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FLFC(1) FUNB(2) Adjustments Combined
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Interest income $28,657 $ 53 $3,093(3) $31,803
Interest expense 15,144 1,839 58(4) 17,041
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Net interest income(expense) 13,513 (1,786) 3,035 14,762
Provision for loan loss 600 600
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Net interest income(expense)
after provision for loan loss 12,913 (1,786) 3,035 14,162
Non-interest income 3,919 153 4,072
Non-interest expense 11,052 791 209(5) 12,052
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Income(loss) before income
tax expense(benefit) 5,780 (2,424) 2,826 6,182
Income tax expense(benefit) 1,988 (824) 961(6) 2,125
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Net income(loss) 3,792 (1,600) 1,865 4,057
Dividends on preferred stock 519 519
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Net income(loss) applicable to
common stockholders $ 3,273 ($1,600) $1,865 $ 3,538
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Earnings per common share:
Primary $1.06 $1.15
Fully diluted $0.91 $0.98
Average common shares
outstanding:
Primary 3,080 3,080
Fully diluted 4,156 4,156
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<CAPTION>
For the year ended
September 30, 1994
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FLFC CBC CBC Subtotal FUNB(2) FUNB Combined
Adjustments Adjustments
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Interest income $48,562 $3,873 $141 (7) $52,417 $ 108 $6,185(3) $58,710
(159)(8)
Interest expense 25,117 1,983 27,100 3,679 115(4) 30,894
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Net interest income(expense) 23,445 1,890 (18) 25,317 (3,571) 6,070 27,816
Provision for loan loss 1,500 192 1,692 1,692
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Net interest income(expense)
after provision for loan loss 21,945 1,698 (18) 23,625 (3,571) 6,070 26,124
Non-interest income 9,883 78 9,961 306 10,267
Non-interest expense 23,029 1,421 (4)(9) 24,001 1,582 419(5) 26,002
125 (5)
(570)(11)
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Income(loss) before income
tax expense(benefit) 8,799 355 431 9,585 (4,847) 5,651 10,389
Income tax expense(benefit) 2,750 191 147 (6) 3,088 (1,648) 1,921(6) 3,361
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Net income(loss) 6,049 164 284 6,497 (3,199) 3,730 7,028
Dividends on preferred stock 891 224(10) 1,115 1,115
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Net income(loss) applicable
to common stockholders $ 5,158 $ 164 $ 60 $ 5,382 ($3,199) $3,730 $ 5,913
Earnings per common share:
Primary $1.67 $1.91
Fully diluted $1.50 $1.67
Average common shares
outstanding:
Primary 3,089 3,089
Fully diluted 4,049 4,227
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NOTES TO PRO FORMA COMBINED STATEMENTS
(1) The historical results of operations for FLFC for the six months ended
March 31, 1995 include the results of operations of CBC from December 2, 1994
to March 31, 1995. The results of operations of CBC for the period from
October 1, 1994 to December 1, 1994 are not material.
(2) Actual FUNB earnings are not available for any period prior to the
acquisition on March 24, 1995. Accordingly, pro forma earnings estimates are
based on actual results subsequent to the date of acquisition.
(3) Reflects interest income from loan originations and investment purchases
resulting from the cash proceeds received in connection with the FUNB
acquisition at comparable rates to FLFC's existing earning assets.
(4) Reflects the amortization of the purchase accounting adjustment for FUNB
deposits. The adjustments will be amortized over 2 years on a straight line
basis.
(5) Reflects the amortization of intangible assets. These adjustments will be
amortized on a straight line basis for 15 years for CBC and 10 years for FUNB.
(6) Reflects the adjustment of income tax expense (benefit) of the pro forma
adjustments at an effective tax rate of 34%.
(7) Reflects the amortization of the purchase accounting adjustment for CBC's
investment and mortgage-backed securities portfolio. Such amounts will be
amortized using the net level yield method, over the lives of the related
assets.
(8) Reflects the reduction in interest income resulting from a decline in
federal funds sold for cash paid to CBC stockholders and cash paid for
facilities improvements.
(9) Reflects the amortization of purchase accounting adjustments relating to
CBC's building and improvements. These adjustments will be amortized over the
estimated life of the building and improvements (40 years).
(10) Reflects dividends on Series B Preferred issued for the CBC acquisition
at 6.0% per annum.
(11) Reflects the estimated annual reduction in non-interest expenses of CBC
based upon actual non-interest expenses experienced by FLFC during the three
months ended March 31, 1995.
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