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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 19, 1996
FIRST LIBERTY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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GEORGIA 1-14417 58-1680650
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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201 SECOND STREET
MACON, GEORGIA 31297
(Address of principal executive offices, including zip code)
(912) 743-0911
(Registrant's telephone number including area code)
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Exhibit Index on Page 3
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ITEM 5. Other Events.
On January 19, 1996, the Registrant issued the attached press
release announcing that it had entered into a letter of intent to acquire
Middle Georgia Bank in Byron, Georgia.
Pursuant to the filing 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 LIBERTY FINANCIAL CORP.
/s/ Richard A. Hills, Jr.
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Richard A. Hills, Jr.
Executive Vice President
and General Counsel
Date: January 19, 1996
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INDEX OF EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE NO.
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99 Press Release 4
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NEWS RELEASE
For information contact:
David L. Hall
Executive Vice President
and Chief Financial Officer
(912) 743-0911
FIRST LIBERTY TO ACQUIRE MIDDLE GEORGIA BANK
Macon, Georgia, January 19 - Middle Georgia Bank in Byron, Georgia, and
First Liberty Financial Corp. (Nasdaq: FLFC), the holding company for First
Liberty Bank, announced that they have signed a letter of intent concerning a
proposed transaction whereby Middle Georgia Bank will be acquired by and merged
into First Liberty, with First Liberty being the surviving institution.
Completion of the transaction, which is subject to the approval of Middle
Georgia's stockholders, the negotiation and execution of a definitive
agreement, and bank regulatory approval, is expected to occur in July.
It was reported that Middle Georgia stock, valued at $90.00 per share,
will be exchanged for First Liberty common stock, valued at its average closing
price for the 10-day period ending five days before the closing, but within a
range of from $21.00 to $24.00 per share, adjustable to a range of from $21.50
to $23.50 per share if First Liberty common stock closes at or above $21.50 for
a period of three trading days within 60 days of the date of the letter of
intent. The total consideration for the transaction is expected to be
approximately $18 million, and the transaction will be accounted for as a
pooling of interests.
Commenting on the announcement, Billy A. Dick, Chairman of the Board of
Directors of Middle Georgia Bank, said, "Our board is unanimous in its support
of this transaction and excited about becoming part of the First Liberty
organization. We know that our community and our customers will be well served
as a result of the merger." Mr. Dick also said that his bank's board of
directors would continue to serve as a community board for First Liberty in
Peach County following the merger, that W. L. Brown, Middle Georgia's
President, would serve as First Liberty's City President, and that Harold W.
Peavy, Jr., a principal stockholder of Middle Georgia, would join the board of
directors of First Liberty Financial Corp.
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Mr. Brown remarked, "Our board members, officers and employees look forward
to working with First Liberty in these continuing capacities. It will give us
the opportunity to work together to make the merger and the bank even more
successful."
Robert F. Hatcher, First Liberty's President and Chief Executive Officer,
said, "We have been looking for some time at opportunities to expand our bank's
presence in a contiguous market, and the area served by Middle Georgia Bank
really will complement our present Macon-Warner Robins market. Our approach to
community banking involves the concept of a partnership between First Liberty
and local boards, with local decision-making backed up by financial strength.
This ought to be an excellent partnership that fits our way of doing business.
We look forward to working with the customers, employees, and directors of
Middle Georgia Bank."
As of December 31, 1995, First Liberty Bank had assets of approximately
$925 million and total deposits of approximately $715 million, and Middle
Georgia Bank had assets of approximately $110 million and total deposits of
approximately $100 million. The combined institutions will have assets of
approximately $1 billion and total deposits of approximately $815 million.
Middle Georgia Bank operates two banking offices in Byron and Fort Valley,
Georgia. First Liberty operates 29 banking offices in Middle, Coastal, and
South Georgia, a loan production office in Atlanta, and owns a mortgage banking
company, Liberty Mortgage Corporation, which operates throughout Georgia and
through correspondent relationships in several other southeastern states.
First Liberty common stock is traded on the Nasdaq Stock Market under the
symbol FLFC, and its Series B 6.0% cumulative convertible preferred stock is
listed on the Nasdaq SmallCap Market under the symbol FLFCO.
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