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Filed Pursuant to Rule 424(b)(1)
Registration No. 333-70181
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.
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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.
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The date of this Prospectus is January 15, 1999.
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TABLE OF CONTENTS
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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
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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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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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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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