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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Check One: [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: JUNE 30, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
FIRST LIBERTY FINANCIAL CORP.
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Full Name of Registrant
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Former Name If Applicable
201 SECOND STREET
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Address of Principal Executive Office (Street and Number)
MACON, GEORGIA 31297
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25, the following should be
completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-II(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form 20-F, 11-K,
Form N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
Please see the attached sheet for our comments.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DAVID HALL 912 722-7216
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the proceeding 12 months (or for such
shorter) period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
(4) If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
See Attached comments.
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FIRST LIBERTY FINANCIAL CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date AUGUST 14, 1998 By /s/ David L. Hall
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(Executive Vice President and CFO)
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
(1) This form is required by Rule 12b25 (17 CFR 3II12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
(2) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commissions, Washington, D.C. 30549 in accordance with Rule -3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
(3) A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
(4) Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
(5) ELECTRONIC FILERS This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
301 or Rule 302 of Regulation S-T or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T.
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Fist Liberty Financial Corp.
Form 12b-25
August 14, 1998
The Registrant is requesting the extension to have additional time to complete
accurate financial statements for the following reasons;
1. On June 19, 1998, the Registrant completed a merger with Southland
Bank Corporation of Georgia, which is being accounted for using the pooling
of interests method. This is only the second time we have completed a
merger using that accounting method. Due to the complexity of the
transaction, we were not provided with audited financial statements of the
merged entity until July 22, 1998. As you know, pooling requires
retroactive restatement. After reviewing the financial statements of the
merged entity, we became aware of several technical issues related to the
accounting treatment.
2. Our corporate controller left in late June, and that position has not
yet been filled. This further hampered our completion of the accounting
for the reporting period.
For these reasons, we are requesting the extension afforded under Rule 12b-25
to complete a more detailed review of the accounting treatment.
The reason there will be changes in results of operations from the
corresponding period for the last fiscal year is that the merged entity has
approximately $146 million in total assets and the Registrant has approximately
$1.5 billion in total assets. The required restatements of the prior periods
under pooling will result in changes in results of operations.
