<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FIRST LIBERTY FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1680650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
-----------------------
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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ____________
<PAGE> 2
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<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)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 653,070 $29.901 $19,527,446 $5,429
- ---------------------------------------------------------------------------------------------------------------------------------
</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 July 29, 1999 as reported on the Nasdaq
National Market.
-----------------------
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 653,070 SHARES
FIRST LIBERTY FINANCIAL CORP.
COMMON STOCK
This Prospectus relates to the proposed offer and sale of an aggregate
of up to 653,070 shares of Common Stock of First Liberty Financial Corp. by the
selling stockholders identified under the caption "Selling Stockholders." First
Liberty issued the shares to the selling stockholders in connection with First
Liberty's acquisition of Vidalia Bancshares, Inc., which was owned by the
selling stockholders.
First Liberty will not receive any proceeds from the sale of the
shares by the selling stockholders. First Liberty will pay the expenses of
registration of the shares, but the selling stockholders will pay any
broker-dealer commissions, discounts and fees and expenses and fees of any of
their advisors.
The selling stockholders 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 July 26, 1999, the last reported sale price of the Common
Stock on the Nasdaq National Market was $29.84 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.
-----------------
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
-----------------
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 [__________], 1999.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information.................................................................. 2
Incorporation of Certain Documents by Reference...................................................... 2
Risk Factors......................................................................................... 3
Description of First Liberty Financial Corp.......................................................... 6
Use of Proceeds...................................................................................... 8
Selling Stockholders................................................................................. 8
Plan of Distribution................................................................................. 9
Experts.............................................................................................. 9
Legal Matters........................................................................................ 10
</TABLE>
References in this Prospectus to "we," "our," or "us" refer to First Liberty
and not to the selling stockholders.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with 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 that we 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;
(2) Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998 and March 31, 1999;
(3) Current Report on Form 8-K filed on July 30, 1999; and
(4) 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.
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
-2-
<PAGE> 5
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.
RISK FACTORS
A prospective investor should consider carefully all the information
contained in this Prospectus in deciding whether to invest in our common stock,
including, but not limited to the following:
MERGER WITH BB&T CORPORATION; RISKS ASSOCIATED WITH THE EXCHANGE RATIO AND
FLUCTUATIONS WITH PRICE OF BB&T COMMON STOCK
On April 28, 1999, we announced that we had agreed to be acquired by
BB&T Corporation of Winston-Salem, North Carolina. The directors of both
companies approved the transaction; however, the transaction must be approved
by our stockholders as well. If the transaction is approved by our
stockholders, the other conditions to the transaction are satisfied and the
transaction is effected, our stockholders will receive shares of BB&T common
stock in exchange for their shares of our common stock. The number of shares of
BB&T common stock to be
-3-
<PAGE> 6
issued to our stockholders will be determined based on the average closing
price per share of BB&T's common stock during a ten trading day period prior to
the transaction becoming effective. If BB&T's average closing price per share
during the period is between $38.22 and $39.12, our stockholders will receive
$33.25 worth of BB&T common stock, based on the average closing price of the
BB&T common stock, for each share of our common stock owned. If BB&T's average
closing price per share during the period is less than $38.22, our shareholders
would receive 0.87 of a share of BB&T's common stock for each share of our
common stock owned. If BB&T's average closing price per share during the period
is more than $39.12, our shareholders will receive 0.85 of a share of BB&T's
common stock for each share of our common stock owned. As a result, the actual
value of the BB&T common stock issued in exchange for each share of our common
stock cannot be determined until shortly before consummation of the
transaction. Additionally, changes in the market price of the BB&T stock prior
to the transaction may impact the market price of our common stock. We expect
the transaction, which requires the approval of our stockholders and the
banking regulators, to be completed in the fourth quarter of calendar 1999.
However, there can be no assurance that the transaction will be consummated.
OUR RELIANCE ON RESIDENTIAL MORTGAGE ORIGINATIONS TO PRODUCE FEE INCOME
The market for residential mortgage originations is highly volatile,
and an increase in interest rates could have a material adverse effect on our
financial condition, principally on non-interest income. As interest rates
increase, residential mortgage loan refinances and new home sales will
significantly decrease. Liberty Mortgage originates such loans for sale and
receives an operating margin principally in the form of mortgage banking
income. As the level of new loans declines, the operating margins will decline
from the reduced volume and from operating margin compression as competitive
pricing becomes more intense. During the six months ended March 31, 1999,
mortgage banking income was $6.1 million, or 15% of total operating revenues,
compared to $2.9 million, or 8% of total operating revenues, a year earlier.
Due to the cyclical nature of residential mortgage originations, there can be
no assurance that we will be able to sustain recent levels of mortgage banking
income.
OUR DEPENDENCE ON PRIMARY GEOGRAPHIC MARKETS, CREDIT RISK AND LOAN CONCENTRATION
Our financial condition primarily depends on economic conditions in
Middle, Coastal and South Georgia. Approximately 70% of our loans and 85% of
our deposits are located in this area. Most of our banking regions contain
large military bases. Any material reductions in personnel relating to any of
these bases could adversely affect our financial condition. While management
believes the economy in our primary markets is generally healthy, adverse
changes in economic conditions in these areas could adversely impact our growth
and financial performance.
STOCK MARKET VOLATILITY COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO
FLUCTUATE
Our common stock's market price could fluctuate significantly in
response to our operating results, the failure to complete the merger with BB&T
and other factors, and our common stock's market price may decline below its
current market price. In addition, the stock market has from time to time
experienced price and volume volatility. These fluctuations may be unrelated to
the operating performance of particular companies whose shares are publicly
traded and may adversely affect our common stock's market price.
FUTURE SALES OF OUR COMMON STOCK COULD CAUSE THE PRICE OF OUR SHARES TO DECLINE
While our common stock is listed and traded on the Nasdaq National
Market, there has only been limited trading activity in our common stock. The
average daily trading volume of our common stock over the six-month period
ending June 30, 1999 was approximately 23,877 shares. Accordingly, sales of a
significant number of shares of common stock may adversely affect the market
price of the common stock.
-4-
<PAGE> 7
THERE ARE RESTRICTIONS ON FIRST LIBERTY'S ABILITY TO PAY DIVIDENDS
We must comply with Georgia corporate law and rules and regulations of
bank regulators before we pay any dividends. Our directors must authorize the
payment of any dividends and we must have sufficient funds available to pay
them. Our only sources of income are dividends and other payments that our
subsidiaries make to us. Certain statutes and regulations restrict the ability
of our subsidiaries to pay dividends to us.
FIRST LIBERTY IS SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION
As a savings and loan holding company, we are regulated by the Office
of Thrift Supervision. First Liberty Bank, our principal subsidiary, and First
Community Bank of Vidalia are federally chartered savings banks regulated by
the Office of Thrift Supervision and the Federal Deposit Insurance Corporation.
The federal bank regulators of these entities have the ability, should the
situation require, to place significant regulatory and operational restrictions
upon us and our subsidiaries. Any such restrictions imposed by federal and
state bank regulators could affect our profitability and the profitability of
our subsidiaries.
THE FINANCIAL INSTITUTION INDUSTRY IS VERY COMPETITIVE
We face substantial competition for loans and deposits as well as
other sources of funding in the communities we serve. We compete directly with
financial institutions that are well established. Many of our competitors have
significantly greater resources and lending limits than we have. As a result of
those greater resources, the large financial institutions that we compete with
may be able to provide a broader range of services to their customers and may
be able to afford newer and more sophisticated technology. Our long-term
success depends on the ability of our subsidiaries to compete successfully with
other financial institutions in their service areas.
OUR MANAGEMENT HOLDS A LARGE PORTION OF OUR COMMON STOCK
Although no individual shareholder owns more than 10% of our
outstanding stock, the combined holdings of our directors and executive
officers equal approximately 4,211,000 shares of our common stock, or
approximately 30% of all outstanding shares of our common stock.
WE MAY NOT BE ABLE TO SUSTAIN OUR GROWTH
We have grown and may seek to continue to grow by acquiring other
financial institutions and branches. However, the market for acquisitions is
highly competitive. Moreover, any acquisitions will be subject to regulatory
approval and there can be no assurance that we will obtain such approvals. We
may not be as successful in the future as we have been in the past in
identifying acquisition candidates, integrating acquired institutions or
preventing deposit erosion at acquired institutions or branches. Furthermore,
our ability to grow through acquisitions will depend on our maintaining
sufficient regulatory capital levels and on economic conditions.
We may encounter unforeseen expenses, as well as difficulties and
complications in integrating expanded operations and new employees without
disruption to overall operations. In addition, such rapid growth may adversely
affect our operating results because of many factors, including start-up costs,
diversion of management time and resources, asset quality and required
operating adjustments. There can be no assurance that we will successfully
integrate or achieve the anticipated benefits of our growth or expanded
operations, and rapid growth in our loan portfolio may result in an increase in
our loan losses.
OUR SUCCESS DEPENDS ON THE PERFORMANCE OF SENIOR MANAGEMENT
Our success has been largely dependent on the skills, experience and
efforts of our senior management. The loss of the services of our Chief
Executive Officer or that of other members of senior management could have a
material adverse effect on our business and prospects. We believe that our
future success also will depend upon our ability to attract, retain and
motivate qualified personnel. We cannot provide assurance that we will be
successful in attracting and retaining such personnel.
-5-
<PAGE> 8
STATUS OF FIRST LIBERTY AS A THRIFT HOLDING COMPANY
We are a legal entity separate and distinct from our subsidiaries,
although dividends from our subsidiaries comprise our principal source of cash
revenues. Our right to participate in the assets of any of our subsidiaries
upon liquidation of the subsidiary, reorganization or otherwise will be subject
to the claims of the subsidiaries' creditors, which will take priority except
to the extent that we may be a creditor with a recognized claim. In addition,
certain regulations limit the amount of dividends that our banking subsidiaries
may pay us without prior regulatory approval.
Our banking subsidiaries are also subject to restrictions under
federal law which limit their transfer of funds to us whether in the form of
loans, extensions of credit, investments, asset purchases or otherwise. Such
transfers by any of our banking subsidiaries to us or any affiliate of our
banking subsidiaries is limited to 10% of such banking subsidiary's capital and
surplus and, with respect to us and all such non-banking subsidiaries, to an
aggregate of 20% of such banking subsidiary's capital and surplus. Furthermore,
such loans and extensions of credit are required to be secured in specific
amounts.
YEAR 2000 ISSUES AND TECHNOLOGY DEVELOPMENTS
The market for financial services, including banking services, is
increasingly effected by advances in technology, including developments in
telecommunications, data processing, computers, automation, internet-based
banking, telebanking, debit cards and so-called "smart cards." Our ability to
compete successfully may depend on the extent to which we are able to exploit
such technological changes.
Our current computer systems, software products or other business
systems, or those of our suppliers or customers, as well as those of
governmental agencies and other financial institutions with whom we conduct
business, may not process date information in the years 1999, 2000 or
thereafter without error or interruption. We have initiated a company-wide
program to identify and address issues associated with the ability of our
business systems, including our computer systems, to identify how any problems
in processing date information could affect our systems. In addition, we are
asking all software vendors from whom we have purchased or may purchase
software for assurance that the software will process all date information
without error or interruption. We also are asking our customers and suppliers
to identify and address any problems that their data processing systems could
have as the year 2000 approaches and is reached. However, we can give no
assurance that they will identify all potential problems in their processing of
date information, or that they will be able to remedy identified problems
before they occur. The expenses of our efforts to identify and address Year
2000 problems, and the expenses of any Year 2000 problems that occur, could
have a material adverse effect on our results of operations and financial
condition.
DESCRIPTION OF FIRST LIBERTY FINANCIAL CORP.
First Liberty is a Georgia corporation and a 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. and First Community Bank of
Vidalia. At March 31, 1999, First Liberty had total assets of approximately
$1.6 billion, total deposits of approximately $1.2 billion and stockholders'
equity of approximately $128 million.
First Liberty Bank is a federally chartered stock savings bank based
in Macon, Georgia which serves Middle, Coastal and South Georgia 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. Based on total assets as of March 31, 1999, 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.
First Community Bank of Vidalia is a state chartered bank organized
under the laws of the State of Georgia based in Vidalia, Georgia. First
Community serves the Vidalia area through two full-service banking offices.
Through NewSouth, we operate a consumer finance business with 13
offices, including 11 in Georgia and two in Tennessee, and through OFC Capital,
we operate an equipment leasing company based in Roswell, Georgia.
-6-
<PAGE> 9
OFC Capital provides equipment leasing and financing programs for dealers,
vendors and manufacturers of capital equipment. Through Liberty Mortgage, First
Liberty Bank operates a mortgage banking business through correspondent
relationships in all of its market areas and certain other states. Liberty
Mortgage originates permanent first mortgage loans on residential properties
for First Liberty Bank's portfolio and for sale in the secondary market.
Our principal executive offices are located at 201 Second Street,
Macon, Georgia 31297, and our telephone number is (912) 743-0911.
-7-
<PAGE> 10
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares.
The selling stockholders will receive and retain all of the proceeds from the
sale of the shares.
SELLING STOCKHOLDERS
We issued the shares offered by this prospectus in a private placement
transaction in connection with our acquisition of Vidalia Bancshares, Inc. on
April 1, 1999. Prior to the acquisition transaction, each of the selling
stockholders was a principal stockholder and a director of Vidalia Bancshares,
Inc. Additionally, C. Paul Eason was President of First Community Bank of
Vidalia prior to our acquisition of its sole stockholder, Vidalia Bancshares,
Inc. He remains President of First Community Bank of Vidalia and is City
President of First Liberty Bank in Vidalia, Georgia. The selling stockholders
may from time to time offer and sell any or all of these shares pursuant to
this prospectus. The following table sets forth information with respect to the
selling stockholders and the shares beneficially owned by them as of July 26,
1999, that they may offer pursuant to this prospectus. We have obtained this
information from the selling stockholders.
<TABLE>
<CAPTION>
Shares of
Common Stock Percentage of
Shares of Beneficially Common Stock
Common Stock Shares of Owned Upon Beneficially Owned
Beneficially Common Stock Completion Upon Completion
Selling Stockholder Owned Prior Offered Hereby of Offering of Offering
- ------------------- to Offering(1) --------------- ------------ ------------------
------------
<S> <C> <C> <C> <C>
Fisher L. Barfoot 65,307 65,307 0 *
Glenn H. Durden 65,307 65,307 0 *
C. Paul Eason 65,307 65,307 0 *
Thomas W. Findlay 65,307 65,307 0 *
Charles M. Holland 65,307 65,307 0 *
John E. Ladson III 65,307 65,307 0 *
Anice W. McArthur 65,307 65,307 0 *
Frank L. McDonald 65,307 65,307 0 *
Russell M. Moses, Sr. 65,307 65,307 0 *
M.W. Oxley III 65,307 65,307 0 *
------- ------- -
Totals 653,070 653,070 0
</TABLE>
- ----------------
* Less than one percent.
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act of 1934, as amended. Unless otherwise noted, we
believe that all persons named in the table have sole voting and
investment power with respect to the shares beneficially owned by
them.
Except as noted above, none of the selling stockholders has, or within
the past three years has had, any position, office or other material
relationship with First Liberty or any of our affiliates. The selling
stockholders identified above may have sold, transferred or otherwise disposed
of all or a portion of their shares, in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended, since the
date on which they provided the information regarding their shares.
-8-
<PAGE> 11
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock on behalf of the selling
stockholders. As used herein, "selling stockholder(s)" includes donees and
pledgees selling shares received from a selling stockholder after the date of
this Prospectus. We will pay all costs, expenses and fees related to the
registration of the shares. The selling stockholders will pay all brokerage
commissions and similar selling expenses, if any, incurred in connection with
the sale of the shares. The selling stockholders 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 stockholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there any
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.
The selling stockholders may effect transactions by selling shares
directly to purchasers or to or through broker-dealers. In the event that a
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 stockholders 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 stockholders 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 stockholders and any broker-dealers 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
stockholders entered into in connection with our acquisition of Vidalia
Bancshares, Inc., we have agreed to indemnify the selling stockholders against
certain liabilities, including liabilities arising under the Securities Act of
1933.
Because the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholders will be subject to the prospectus delivery requirements of the
Securities Act of 1933. We have informed the selling stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to their sales in the market.
Upon First Liberty being notified by a 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 a selling
stockholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this Prospectus will be filed.
EXPERTS
The financial statements incorporated in this Registration Statement on
Form S-3 by reference to the Annual Report on Form 10-K of First Liberty for the
year ended September 30, 1998 and the audited supplemental financial statements
included on Exhibit 99.2 of First Liberty's Form 8-K
-9-
<PAGE> 12
filed July 30, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain
legal matters regarding the shares offered by this Prospectus.
-10-
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.................................. $ 5,429
Nasdaq National Market Additional Listing Fee........................................ 13,061
Accounting Fees and Expenses......................................................... 3,000
Legal Fees and Expenses.............................................................. 7,500
Printing Expenses.................................................................... 2,000
Miscellaneous Expenses............................................................... 510
Total....................................................................... $ 31,500
</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 stockholders will pay their own expenses, including expenses of their
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 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.
II-1
<PAGE> 14
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>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
15 Awareness Letter of PricewaterhouseCoopers 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. Not applicable.
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
II-2
<PAGE> 15
(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.
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.
II-3
<PAGE> 16
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 July 28, 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
- ---------- ----- ----
<S> <C> <C>
Chairman of the Board and July __, 1999
- ------------------------------------ Director
Thomas H. McCook
/s/ Robert F. Hatcher President, Chief Executive Officer July 28, 1999
- ------------------------------------ and Director
Robert F. Hatcher
/s/ F. Don Bradford Director July 21, 1999
- ------------------------------------
F. Don Bradford
/s/ Richard W. Carpenter Director July 21, 1999
- ------------------------------------
Richard W. Carpenter
/s/ C. Lee Ellis Director July 22, 1999
- ------------------------------------
C. Lee Ellis
</TABLE>
II-4
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ Melvin I. Kruger Director July 21, 1999
- ------------------------------------
Melvin I. Kruger
/s/ Ken B. Lanier Director July 21, 1999
- ------------------------------------
Ken B. Lanier
/s/ Harold W. Peavy, Jr. Director July 21, 1999
- ------------------------------------
Harold W. Peavy, Jr.
/s/ Herbert M. Ponder, Jr. Director July 28, 1999
- ------------------------------------
Herbert M. Ponder, Jr.
- ------------------------------------ Director July ___, 1999
Jo Slade Wilbanks
/s/ David L. Hall Executive Vice President and July 23, 1999
- ------------------------------------ Chief Financial Officer (principal
David L. Hall financial officer)
/s/ Michael B. Smith Controller (principal July 23, 1999
- ------------------------------------ accounting officer)
Michael B. Smith
</TABLE>
II-5
<PAGE> 18
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ------------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP.
15 Awareness Letter of PricewaterhouseCoopers 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>
II-6
<PAGE> 1
Exhibit 5
July 30, 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 653,070 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 certain stockholders whose names
are set forth on Appendix A hereto (such stockholders are referred to herein
collectively as the "Selling Stockholders").
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 October 30, 1998, as amended by the
First Amendment to Agreement and Plan of Merger by and between the Company,
Vidalia Bancshares, Inc. and First Community Bank of Vidalia (the "Merger
<PAGE> 2
First Liberty Financial Corp.
July 30, 1999
Page 2
Agreement"); the Registration Rights Agreement dated April 1, 1999 by and
between the Company and the Selling Stockholders (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 Stockholders
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 653,070 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,
LONG ALDRIDGE & NORMAN LLP
<PAGE> 3
First Liberty Financial Corp.
July 30, 1999
Page 3
APPENDIX A
NAME OF SELLING STOCKHOLDERS
Fisher L. Barfoot
Glenn H. Durden
C. Paul Eason
Thomas W. Findlay
Charles M. Holland
John E. Ladson III
Anice W. McArthur
Frank L. McDonald
Russell M. Moses, Sr.
M.W. Oxley III
<PAGE> 1
Exhibit 15
July 29, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated May 14, 1999 on our review of interim
financial information of First Liberty Financial Corp. for the period ended
March 31, 1999 and included in the Company's quarterly report on Form 10-Q for
the quarter then ended is incorporated by reference in its Registration
Statement on Form S-3 dated August 2, 1999.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of First Liberty Financial Corp. of our report dated
October 30, 1998 relating to the consolidated financial statements appearing in
First Liberty Financial Corp.'s Annual Report on Form 10-K for the year ended
September 30, 1998 and of our report dated July 14, 1999 relating to the
supplemental consolidated financial statements appearing in First Liberty
Financial Corp.'s Current Report on Form 8-K filed July 30, 1999. We also
consent to the references to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
July 29, 1999
