<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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FIRST LIBERTY FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
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GEORGIA 58-1680650
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
201 SECOND STREET
MACON, GEORGIA 31297
(912) 743-0911
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
RICHARD A. HILLS, JR.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST LIBERTY FINANCIAL CORP.
201 SECOND STREET
MACON, GEORGIA 31297
(912) 743-0911
(Name, address, including zip code, and
telephone number, including area code of
agent for service)
--------------
Copies of Communications to:
DAVID M. CALHOUN, ESQ.
LONG ALDRIDGE & NORMAN LLP
ONE PEACHTREE CENTER, SUITE 5300
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Title of Shares Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 115,000 $21.196 $2,437,540 $678
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the
Registrant's Common Stock on December 31, 1998 as reported on the Nasdaq
National Market.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
<PAGE> 3
PROSPECTUS 115,000 SHARES
FIRST LIBERTY FINANCIAL CORP.
COMMON STOCK
This Prospectus relates to the proposed offer and sale of up to an
aggregate of 115,000 shares of Common Stock of First Liberty Financial Corp. by
the selling stockholder identified under the caption "Selling Stockholder."
First Liberty issued the shares to the selling stockholder in connection with
First Liberty's acquisition of OFC Capital Corporation which was owned by the
selling stockholder. First Liberty will not receive any proceeds from the sale
of the shares by the selling stockholder.
First Liberty will pay the expenses of registration of the sale of the
shares but the selling stockholder will pay any broker-dealer commissions,
discounts and fees and expenses and fees of any of his advisors.
The selling stockholder may sell the shares from time to time on the
Nasdaq National Market or in private transactions, at prevailing market prices
or at privately negotiated prices.
The Common Stock is listed on the Nasdaq National Market under the
symbol "FLFC." On January 5, 1999, the last reported sale price of the Common
Stock on the Nasdaq National Market was $21.50 per share.
First Liberty's principal executive offices are located at 201 Second
Street, Macon, Georgia 31208-4388 and its telephone number is (912) 743-0911.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
-----------------
The date of this Prospectus is January __, 1999.
<PAGE> 4
TABLE OF CONTENTS
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Page
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Where You Can Find More Information.................................................................. 2
Incorporation of Certain Documents by Reference...................................................... 2
Description of First Liberty Financial Corp.......................................................... 3
General........................................................................................... 3
Recent Developments............................................................................... 4
Use of Proceeds...................................................................................... 4
Selling Stockholder.................................................................................. 4
Plan of Distribution................................................................................. 5
Experts.............................................................................................. 6
Legal Matters........................................................................................ 6
</TABLE>
References in this Prospectus to "we," "our," or "us" refer to First Liberty and
not to the selling stockholder.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission (the "SEC"). You may
read and copy such reports, proxy statements, information statements and obtain
other information from the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the operation of the Public Reference Room. The SEC maintains an
Internet site at http://www.sec.gov where reports, proxy and information
statements, and other information regarding issuers that file electronically,
including First Liberty, may be found.
This Prospectus is part of a registration statement that we filed with
the SEC and omits certain information contained in the registration statement as
permitted by the SEC. Additional information regarding First Liberty and the
Common Stock is contained in the registration statement on Form S-3 (of which
this Prospectus forms a part), including certain exhibits and schedules. You can
obtain a copy of the registration statement from the SEC at the street address
or Internet site listed in the above paragraph.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we
file with the SEC. This allows us to disclose important information to you by
referring to other documents filed with the SEC (including documents we file
with the SEC after the date of this Prospectus) that contain that information.
We incorporate by reference the documents listed below as of their respective
dates, except to the extent information in those documents differs from
information contained in this Prospectus:
(1) Annual Report on Form 10-K for the year ended September 30,
1998; and
(2) The description of the Common Stock as contained in our
Registration Statement on Form 8-A (SEC File No. 0-14417) as
filed with the SEC on April 15, 1986, as amended.
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In addition, we incorporate by reference any future filings that we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934. The information contained in the future filings that we
make with the SEC will automatically update and supercede the information
contained or incorporated by reference in this Prospectus.
You may request a copy of the above documents, at no cost, by written
or oral request. We also will provide, upon request and without charge, a copy
of our latest Annual Report. Written or telephonic requests should be directed
to:
Richard A. Hills, Jr.
Executive Vice President and General Counsel
First Liberty Financial Corp.
201 Second Street
P. O. Box 4388
Macon, Georgia 31297
Telephone number: (912) 743-0911.
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone to
provide you with information that is different, and, if given or made, such
information must not be relied upon as having been authorized by First Liberty.
Neither the delivery of this Prospectus nor any sales hereunder shall create any
implication that the information is correct as of any time after the date
appearing on the front of those documents. This Prospectus does not constitute
an offer or a solicitation of an offer in any jurisdiction where such offer or
solicitation would be unlawful.
This Prospectus and the documents incorporated by reference in this
Prospectus contain certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which represent our expectations or beliefs. When used in
this Prospectus or in the documents incorporated by reference, the words "may,"
"could," "should," "would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar terms and/or expressions are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, certain of which are beyond our control. We caution
that various factors in this Prospectus and those discussed in our filings with
the SEC, as well as general economic conditions and industry trends, could cause
actual results or outcomes to differ materially from those expressed in any of
our forward-looking statements. Any forward-looking statement speaks only as of
the date of this Prospectus or the documents incorporated by reference, and we
undertake no obligation to update any forward-looking statements to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of an unanticipated event. New factors emerge from time
to time, and it is not possible for us to predict all such factors. Further, we
cannot assess the impact of each such factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
DESCRIPTION OF FIRST LIBERTY FINANCIAL CORP.
GENERAL
First Liberty is a Georgia corporation and a unitary savings and loan
holding company headquartered in Macon, Georgia. We own and operate First
Liberty Bank and its wholly owned subsidiaries, Liberty Mortgage Corporation,
OFC Capital Corporation and NewSouth Financial Services, Inc. At September 30,
1998, First Liberty had total assets of approximately $1.5 billion, total
deposits of approximately $1.1 billion and stockholders' equity of approximately
$122 million.
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<PAGE> 6
First Liberty Bank is a federally chartered stock savings bank based in
Macon, Georgia which serves Macon, Savannah and several other Georgia cities
through its home office and 36 full-service offices. Through Liberty Mortgage
Corporation, we operate a mortgage banking business through correspondent
relationships in a number of states. Through NewSouth, we operate a consumer
finance business with eleven offices. Based on total assets as of September 30,
1998, First Liberty Bank is the largest savings association headquartered in
Georgia, and First Liberty Bank's capital as of such date was in excess of all
applicable regulatory requirements.
Through OFC Capital, we operate an equipment leasing company based in
Roswell, Georgia. OFC Capital provides equipment leasing and financing programs
for dealers, vendors and manufacturers of capital equipment.
Our principal executive offices are located at 201 Second Street,
Macon, Georgia 31297, and our telephone number is (912) 743-0911.
RECENT DEVELOPMENTS
On August 31, 1998, we acquired OFC Capital Corporation from the
selling stockholder. In connection with the transaction, and as consideration
for the acquisition of OFC Capital, First Liberty issued to the selling
stockholder the 115,000 shares of Common Stock offered by this Prospectus.
On October 30, 1998, we entered into a definitive agreement to acquire
Vidalia Bankshares, Inc. Vidalia Bankshares operates two banking offices in
Vidalia, Georgia, under the name of First Community Bank. First Community has
assets of approximately $64 million and deposits of approximately $59 million.
The transaction is expected to close in the third quarter of fiscal 1999,
subject to regulatory approval and the satisfaction of certain other conditions.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares.
All proceeds will be received and retained solely by the selling stockholder.
SELLING STOCKHOLDER
The 115,000 shares being offered are beneficially owned by and offered
for the account of Robert E. Leas. We issued the shares to Mr. Leas in
connection with our acquisition of OFC Capital Corporation on August 31, 1998.
The shares beneficially owned by Mr. Leas represent less than 1% of the
outstanding Common Stock of First Liberty as of January 5, 1999. If the selling
stockholder sells all of the shares offered by this Prospectus, he will have no
beneficial ownership of any shares of First Liberty's Common Stock.
Mr. Leas currently serves as President and Chief Executive Officer of
OFC Capital and is classified as an executive officer of First Liberty. He was
the founder, President and sole shareholder of OFC Capital. Prior to First
Liberty's acquisition of OFC Capital, Mr. Leas had no relationship with First
Liberty or any of its subsidiaries. Mr. Leas may donate some or all of his
shares of First Liberty Common Stock or may transfer shares of First Liberty
Common Stock to trusts, partnerships or other entities he owns or controls. If
that happens, we will add these donees or transferees to the list of selling
shareholders through a prospectus supplement.
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<PAGE> 7
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock on behalf of the selling
stockholder. As used herein, "selling stockholder" includes donees and pledgees
selling shares received from Robert E. Leas after the date of this Prospectus.
We will pay all costs, expenses and fees related to the registration of the
shares. The selling stockholder will pay all brokerage commissions and similar
selling expenses, if any, incurred in connection with the sale of the shares.
The selling stockholder may sell the shares from time to time in one or more
types of transactions (which may include block transactions) on the Nasdaq
National Market, in negotiated transactions, or a combination of such methods of
sale, at market prices prevailing at the time of sale, or at negotiated prices.
Such transactions may or may not involve brokers or dealers. The selling
stockholder has advised us that he has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of his securities, nor is there any underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling
stockholder.
The selling stockholder may effect transactions by selling shares
directly to purchasers or to or through broker-dealers. In the event that the
selling stockholder does not intend to effect the sale of the shares through a
broker-dealer, the selling stockholder must notify us in advance of any intended
transaction so we can determine compliance with applicable federal and state
securities laws. After we notify the selling stockholder that the transaction
may proceed, the selling stockholder may sell the shares. If necessary, we may
file with the SEC a supplemental prospectus which describes the method of sale
in greater detail pursuant to Rule 424(c) under the Securities Act of 1933. In
effecting sales, broker-dealers engaged by the selling stockholder and/or
purchasers of the shares may arrange for other broker-dealers to participate.
Broker-dealers may receive commissions, concessions or discounts from the
selling stockholder and/or the purchasers of the shares in amounts to be
negotiated prior to the sale (and which might be in excess of customary
commissions). In addition, any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under
Rule 144 rather than pursuant to this Prospectus.
The selling stockholder and any broker-dealer who act in connection
with the sale of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions or
other compensation received by them and any profit on any resale of the shares
sold by them while acting as principals might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933. Pursuant to a
Registration Rights Agreement between First Liberty and the selling stockholder
entered into in connection with our acquisition of OFC Capital Corporation, we
have agreed to indemnify the selling stockholder against certain liabilities,
including liabilities arising under the Securities Act of 1933.
Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933. We have informed the selling stockholder that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to his sales in the market.
Upon First Liberty being notified by the selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker-dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing (i) the name of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon our being notified by the selling
stockholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this Prospectus will be filed.
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EXPERTS
PricewaterhouseCoopers LLP, independent accountants, audited the
consolidated statements of our financial position for the years ended September
30, 1998 and 1997 and our consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended September
30, 1998, which are included in our Annual Report on Form 10-K for the year
ended September 30, 1998 and incorporated by reference in this Prospectus. Such
audited consolidated financial statements have been incorporated herein in
reliance on the report dated October 30, 1998, of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain
legal matters regarding the shares offered by this Prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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<S> <C>
Securities and Exchange Commission Registration Fee.................................... $ 678
Nasdaq National Market Additional Listing Fee.......................................... 2,300
Accounting Fees and Expenses........................................................... 3,000
Legal Fees and Expenses................................................................ 7,500
Printing Expenses...................................................................... 2,000
Miscellaneous Expenses................................................................. 522
Total......................................................................... $ 16,000
</TABLE>
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. We will pay all of the above expenses. The
selling stockholder will pay his own expenses, including expenses of its own
counsel, broker or dealer fees, discounts and expenses, and all transfer and
other taxes on the sale of the shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We have authority under the Georgia Business Corporation Code (the
"GBCC"), under which First Liberty is incorporated, to indemnify directors. Our
Amended and Restated Articles of Incorporation contain provisions that eliminate
the personal liability of directors for monetary damages to First Liberty or our
stockholders for breach of their fiduciary duties as directors, except to the
extent such elimination of liability is prohibited by the GBCC. The provisions
of the GBCC do not limit the liability of any director for:
- appropriating any business opportunity in violation of the
director's duty;
- engaging in any acts or omissions which involve intentional
misconduct or a knowing violation of law;
- authorizing a dividend payment, stock repurchase, stock
redemption or distribution in liquidation that is prohibited
under Georgia law; or
- participating in any transaction from which the director
received an improper personal benefit.
These provisions do not limit or eliminate our rights or any
stockholder's rights to seek an injunction or any other non-monetary relief in
the event of a breach of a director's fiduciary duty. In addition, these
provisions apply only to claims against a director arising out of his or her
role as a director and do not relieve a director from liability for violations
of statutory law such as certain liabilities imposed on a director under the
federal securities laws.
In addition, as permitted by the GBCC, our Articles of Incorporation
provide for the indemnification of both directors and officers for expenses
incurred by them in connection with the defense or settlement of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal (including civil
actions brought by or in the right of First Liberty), in which they became
involved by reason of their capacities as directors and officers. This right of
indemnification extends to judgments or penalties assessed against them provided
that we cannot indemnify a director for liability incurred in a proceeding in
which the director is adjudged liable to First Liberty or is subject to
injunctive relief in favor of First Liberty for the types of activities
described in the bullet points above.
The GBCC and our Amended and Restated Articles of Incorporation also
permit us to advance or reimburse expenses in advance of final disposition of a
proceeding if the director furnishes us a written affirmation
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of his or her good faith belief that his or her conduct does not constitute
behavior of the kind described above, and the director furnishes us a written
undertaking, executed personally or on his or her behalf, to repay any advances
if it is ultimately determined that he or she is not entitled to
indemnification. We also provide such indemnification for persons who, at our
request, act as directors or officers of other companies in which we are a
stockholder or creditor or are otherwise interested.
The GBCC provides that a corporation may indemnify and advance expenses
to an employee or agent of the corporation who is not a director, to the extent
consistent with public policy, as provided in the corporation's articles of
incorporation or bylaws, by contract, or by specific action of the board of
directors. A corporation may indemnify and advance expenses to an officer of the
corporation who is not a director to the same extent as a director and to such
further extent as may be provided by the articles of incorporation, the bylaws,
a resolution of the board of directors, or contract except for liability arising
out of conduct that precludes director indemnification above. Our Bylaws provide
that we shall indemnify officers, employees and agents to the same extent that
we indemnify our directors.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS. The following exhibits are filed as part of this
registration statement.
<TABLE>
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Exhibit
Number Description
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<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included in the Opinion
filed as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in signature page to this Registration
Statement).
</TABLE>
(b) FINANCIAL STATEMENT SCHEDULES. The financial statement schedules
that are required by Regulation S-X are incorporated herein by reference to our
Annual Report on Form 10-K for the year ended September 30, 1998.
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ITEM 17. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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C. ACCELERATION OF EFFECTIVENESS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Macon, State of Georgia, on January 5, 1999.
FIRST LIBERTY FINANCIAL CORP.
(Registrant)
By: /s/ Robert F. Hatcher
-------------------------------------------
Robert F. Hatcher
President and Chief Executive Officer
(principal executive officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert F. Hatcher, David L. Hall and Richard A.
Hills, Jr., and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ Thomas H. McCook Chairman of the Board and January 5, 1999
- --------------------------------------- Director
Thomas H. McCook
/s/ Robert F. Hatcher President, Chief Executive Officer January 5, 1999
- --------------------------------------- and Director
Robert F. Hatcher
/s/ F. Don Bradford Director January 5, 1999
- ---------------------------------------
F. Don Bradford
/s/ Richard W. Carpenter Director January 5, 1999
- ---------------------------------------
Richard W. Carpenter
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ C. Lee Ellis Director January 5, 1999
- ---------------------------------------
C. Lee Ellis
/s/ Melvin I. Kruger Director January 5, 1999
- ---------------------------------------
Melvin I. Kruger
/s/ Ken B. Lanier Director January 5, 1999
- ---------------------------------------
Ken B. Lanier
/s/ Harold W. Peavy, Jr. Director January 5, 1999
- ---------------------------------------
Harold W. Peavy, Jr.
/s/ Herbert M. Ponder, Jr. Director January 5, 1999
- ---------------------------------------
Herbert M. Ponder, Jr.
/s/ Jo Slade Wilbanks Director January 5, 1999
- ---------------------------------------
Jo Slade Wilbanks
/s/ David L. Hall Executive Vice President and January 5, 1999
- --------------------------------------- Chief Financial Officer (principal
David L. Hall financial officer)
/s/ Michael B. Smith Controller (principal January 5, 1999
- --------------------------------------- accounting officer)
Michael B. Smith
</TABLE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included in the Opinion filed as
Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in signature page to this Registration
Statement).
</TABLE>
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<PAGE> 1
EXHIBIT 5
[Long Aldridge & Norman LLP Letterhead]
January 6, 1999
First Liberty Financial Corp.
201 Second Street
P.O. Box 4388
Macon, Georgia 31297
Re: First Liberty Financial Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to First Liberty Financial Corp., a Georgia
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") covering 115,000 shares (the "Shares") of
common stock of the Company, $1.00 par value per share (the "Common Stock"). The
Shares being registered are being sold by Robert E. Leas (the "Selling
Shareholder").
The opinion hereinafter set forth is given to the Company pursuant to
Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion
rendered by this firm consists of the matters set forth in numbered paragraph 1
below (our "Opinion"), and no other opinion is implied or to be inferred beyond
such matter. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Articles of Incorporation and Bylaws, as restated or amended, of the Company;
the Agreement and Plan of Merger dated August 31, 1998, by and between the
Company, FLFC Subsidiary Inc., OFC Capital Corporation, and the Selling
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First Liberty Financial Corp.
January 6, 1999
Page 2
Shareholder (the "Merger Agreement"); the Registration Rights Agreement dated
August 31, 1998, by and between the Company and the Selling Shareholder (the
"Registration Rights Agreement"); and the resolutions adopted by the Board of
Directors of the Company authorizing, approving and ratifying the Merger
Agreement, the Registration Rights Agreement and the preparation and filing of
the Registration Statement. In making all of our examinations, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies, and the due execution and delivery of all documents
by any persons or entities other than the Company and the Selling Shareholder
where due execution and delivery by such persons or entities is a prerequisite
to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in an officer's certificate of the
Company and certificates of, and other information obtained from, public
officials. We have not independently verified or investigated, nor do we assume
any responsibility for, the factual accuracy or completeness of such factual
statements.
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our Opinion therefore is governed by, the
Business Corporation Code of the State of Georgia (the "Georgia Code"), we do
not herein express any opinion concerning any matter respecting or affected by
any laws other than laws set forth in the Georgia Code that are now in effect
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as the offering and sale of the Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the 115,000 Shares to be registered are validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ LONG ALDRIDGE & NORMAN LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
First Liberty Financial Corp. and Subsidiaries (the "Company") on Form S-3
(File No. 33- ) of our report, dated October 30, 1998, on our audits of the
consolidated financial statements of the Company as of September 30, 1998 and
1997, and for the years ended September 30, 1998, 1997, and 1996, which report
is included in the Company's Annual Report on Form 10-K for the year ended
September 30, 1998.
PricewaterhouseCoopers LLP
Atlanta, Georgia
January 6, 1999
