<PAGE> 1
As filed with the Securities and Exchange Commission on February 15, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
EAGLE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1640222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4305 LYNBURN DRIVE, TUCKER, GEORGIA 30084-4441
(Address of principal executive offices, including zip code)
EAGLE BANCSHARES, INC. 1995 EMPLOYEES STOCK INCENTIVE PLAN
AND
FIRST AMENDED AND RESTATED EAGLE BANCSHARES, INC. 1994 DIRECTORS STOCK OPTION
INCENTIVE PLAN
AND
FIRST AMENDED AND RESTATED TUCKER FEDERAL SAVINGS & LOAN ASSOCIATION DIRECTORS'
RETIREMENT PLAN AND
EAGLE BANCSHARES, INC. RESTRICTED STOCK AWARDS
(Full title of the plans)
_______________
<TABLE>
<S> <C>
Copy to:
CONRAD J. SECHLER, SR. WILLIAM L. FLOYD
CHAIRMAN OF THE BOARD AND PRESIDENT LONG, ALDRIDGE & NORMAN, LLP
EAGLE BANCSHARES, INC. ONE PEACHTREE CENTER, SUITE 5300
4305 LYNBURN DRIVE 303 PEACHTREE STREET
TUCKER, GEORGIA 30084-4441 ATLANTA, GEORGIA 30308
(Name and address of agent for service) (404) 527-4000
(770) 908-6690
(Telephone number, including area code,
of agent for service)
</TABLE>
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee
to be Registered Registered (1) Share (2) Price (2) (2)
------------------- -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value per share
1995 Employees Stock
Incentive Plan 200,000 $16.6250 $3,325,000.00 $1,146.55
1994 Directors Stock
Option Incentive Plan 15,500 12.1250 187,937.50 64.81
5,000 12.2500 61,250.00 21.12
3,500 12.8125 44,843.75 15.46
3,000 14.2500 42,750.00 14.74
2,000 16.3750 32,750.00 11.29
22,500 16.6250 374,062.50 128.99
3,000 16.6250 49,875.00 17.20
Directors' Retirement
Plan 4,000 16.6250 66,500.00 22.93
4,000 16.6250 66,500.00 22.93
Inman Restricted Stock
Award 30,000 16.6250 498,750.00 171.98
Petrides Restricted
Stock Award 15,000 16.6250 249,375.00 85.99
Sechler, Jr. Restricted
Stock Award 15,000 16.6250 249,375.00 85.99
------- ------- ---------- --------
TOTAL: 322,500 $5,248,968.75 1,809.98
======= ========
</TABLE>
(1) The shares of Common Stock being registered represent (a) pursuant to
the Eagle Bancshares, Inc. 1995 Employees Stock Incentive Plan (the
"1995 Plan"), 200,000 shares of Common Stock which may be acquired
pursuant to options or awards that may be granted in the future, (b)
pursuant to the First Amended and Restated Eagle Bancshares, Inc.
1994 Directors Stock Option Incentive Plan (the "Directors Plan"), an
aggregate of 29,000 shares of Common Stock that may be acquired
pursuant to the exercise of outstanding options, 22,500 shares of
Common Stock that are be available for grant in the future and 3,000
shares of Common Stock that have been issued pursuant to the exercise
of an option granted under the Directors Plan and are offered for the
account of a
ii
<PAGE> 3
selling shareholder pursuant to the reoffer prospectus filed as an
exhibit to this Registration Statement (the "Reoffer Prospectus"),
(c) pursuant to the First Amended and Restated Tucker Federal Savings
and Loan Association Directors' Retirement Plan (the "Retirement
Plan"), 4,000 shares of Common Stock that may be available for award
in the future and 4,000 shares of Common Stock that are offered for
the account of certain selling shareholders pursuant to the Reoffer
Prospectus and (d) pursuant to the Eagle Bancshares, Inc. Restricted
Stock Awards (the "Restricted Stock Awards"), an aggregate of 60,000
shares of restricted stock that are offered for the account of certain
selling shareholders pursuant to the Reoffer Prospectus. The 1995
Plan, the Directors Plan and the Retirement Plan hereinafter are
referred to collectively as the "Plans." An undetermined number of
additional shares may be issued, or the shares registered hereunder
may be combined into an undetermined lesser number of shares, if the
antidilution provisions of the Plans become operative.
(2) The offering prices of the shares subject to currently outstanding
options or awards are the applicable option exercise prices, as
adjusted to reflect a 2-for-1 stock split of the Company's Common
Stock effected in the form of a 100% stock dividend paid on December
21, 1995. The offering price for the shares that may be acquired
pursuant to options or awards which may be granted in the future under
the 1995 Plan, the Directors Plan and the Retirement Plan and the
67,000 shares offered for the account of certain selling shareholders
is estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and is based upon the average of the
high and low sales prices of the Registrant's Common Stock on The
NASDAQ National Market System consolidated tape on February 13, 1996.
iii
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by Eagle Bancshares, Inc.
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby are incorporated herein by reference as of their
respective dates:
(1) The Prospectus dated February 12, 1996 which forms a part of
the Company's Registration Statement on Form S-2 (Registration
No. 333-00081);
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995; and
(3) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A (Registration
No. 0-14379) as declared effective by the Commission on April
4, 1986.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from the date of the
filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may include a provision
that eliminates or limits the personal liability of directors for monetary
damages to a corporation or its shareholders for breach of their fiduciary
duties as directors. The Section does not, however, authorize a corporation to
eliminate or limit the liability of a director for appropriating, in violation
of his or her duties, any business opportunity of the corporation, engaging in
intentional misconduct or a knowing violation of law, obtaining an improper
personal benefit, or authorizing a dividend, stock repurchase or redemption,
distribution of assets or other distribution in violation of Section 14-2-640
of the Georgia Business Corporation Code or the articles of incorporation of
the corporation. Section 14-2-202(b)(4) also does not eliminate or limit the
right of a corporation or any shareholder to seek an injunction, a rescission
or any other equitable (non-monetary) relief in the event of a breach of a
director's fiduciary duty. In addition, Section 14-2-202(b)(4) applies only to
claims against a director arising out of his or her role as a director and does
not relieve a director from liability arising from his or her role as an
officer or in any other capacity. Article XVIII of the Company's Articles of
Incorporation eliminates the personal monetary liability of directors of the
Company to the full extent allowed by Section 14-2-202(b)(4).
As permitted by the Georgia Business Corporation Code, the Company's
Articles of Incorporation provide that the Company shall indemnify its
directors and officers for liability incurred by them in connection with any
civil, criminal, administrative or investigative action, suit or proceeding
(other than actions brought as derivative actions by or in the right of a
corporation) in which they may become involved by reason of being a director,
officer, employee or agent of the Company. The Articles also provide such
indemnity for directors and officers who, at the request of the Company, act as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust, or other enterprise. The Articles permit indemnification
if a director or officer acted in a manner which he or she reasonably believed
to be in or not opposed to the best interest of the Company and, in addition,
in
II-1
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criminal actions, if he or she had no reasonable cause to believe his or her
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorney's fees) incurred with respect to a
proceeding; provided, however, that indemnification of a director or officer in
connection with a proceeding by or in the right of the Company is limited to
reasonable expenses incurred in connection with the derivative proceeding; and
provided, further, that if a director or officer is adjudged liable on the
basis that a personal benefit was improperly received, the director or officer
will only be entitled to such indemnification for reasonable expenses as a
court finds to be proper in accordance with the provisions of Section 14-2-854
of the Georgia Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides
that directors and officers who are successful with respect to any claim
against them are entitled to indemnification against reasonable expenses as of
right. On the other hand, if the charges made in any action are sustained, the
determination of whether the required standard of conduct has been met will be
made, in accordance with the provisions of Georgia Business Corporation Code
Section 14-2-855, by either the Board of Directors or a committee thereof,
acting by disinterested members, by special legal counsel or by the
shareholders, but shares owned by or voted under the control of directors
seeking indemnification may not be voted.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The 67,000 shares of Common Stock being registered pursuant to this
Registration Statement and offered for the account of five selling shareholders
were issued directly to such selling shareholders as employees or directors of
the Company or its subsidiary pursuant to the Directors Plan, the Retirement
Plan and the Restricted Stock Awards in reliance upon the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Long, Aldridge & Norman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Long, Aldridge & Norman, LLP (included in Exhibit 5).
24 Powers of Attorney.
99 Reoffer prospectus prepared in accordance with the requirements of Part I of Form S-3.
</TABLE>
II-2
<PAGE> 6
ITEM 9. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING
PERSONS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tucker, State of Georgia, on January 31, 1996.
EAGLE BANCSHARES, INC.
By: /s/ Conrad J. Sechler, Sr.
-----------------------------------
Conrad J. Sechler, Sr.
Chairman of the Board and President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of January 31, 1996.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ Conrad J. Sechler, Sr. Chairman of the Board and President
- -------------------------------------- (Principal Executive Officer)
Conrad J. Sechler, Sr.
/s/ Richard B. Inman, Jr. Director, Secretary and Treasurer
- -------------------------------------- (Chief Financial and Accounting Officer)
Richard B. Inman, Jr.
Walter C. Alford* Director
- --------------------------------------
Walter C. Alford
Richard J. Burrell* Director
- --------------------------------------
Richard J. Burrell
Weldon A. Nash, Jr.* Director
- --------------------------------------
Weldon A. Nash, Jr.
/s/ Conrad J. Sechler, Jr. Director
- --------------------------------------
Conrad J. Sechler, Jr.
George G. Thompson* Director
- --------------------------------------
George G. Thompson
* By: /s/ Richard B. Inman, Jr.
-----------------------------------
Richard B. Inman, Jr.
as Attorney-in-Fact
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
5 Opinion of Long, Aldridge & Norman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Long, Aldridge & Norman, LLP (included in Exhibit 5).
24 Powers of Attorney.
99 Reoffer prospectus prepared in accordance with the requirements of Part I of Form S-3.
</TABLE>
<PAGE> 1
EXHIBIT 5
February 14, 1996
Board of Directors
Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30084
Re: Eagle Bancshares, Inc. (File No. 0-14379)
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the
filing thereof with the Securities and Exchange Commission. Pursuant to the
Registration Statement, the Company intends to register under the Securities
Act of 1933, as amended, a total of 322,500 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company. The Shares include (i)
200,000 shares (the "1995 Plan Shares") which are issuable in connection with
the Eagle Bancshares, Inc. 1995 Employees Stock Incentive Plan (the "1995
Plan"); (ii) 51,500 shares (the "Directors Plan Shares") which are issuable in
connection with the First Amended and Restated Eagle Bancshares, Inc. 1994
Directors Stock Option Incentive Plan (the "Directors Plan"); (iii) 3,000
shares which have been issued pursuant to the exercise of an option granted
pursuant to the Directors Plan and are offered for the account of a selling
stockholder pursuant to the reoffer prospectus filed as an exhibit to the
Registration Statement (the "Reoffer Prospectus"); (iv) 4,000 shares (the
"Retirement Plan Shares") which are issuable in connection with the First
Amended and Restated Tucker Federal Savings and Loan Association Directors'
Retirement Plan (the "Retirement Plan"); (v) 4,000 shares which have been
issued pursuant to the Retirement Plan and are offered for the account of a
selling stockholder pursuant to the Reoffer Prospectus; (vi) an aggregate of
60,000 shares which have been issued in connection with certain stock
restriction agreements and which are offered for the account of certain selling
stockholders pursuant to the Reoffer Prospectus. The 3,000 shares, 4,000
shares and 60,000 shares offered for the account of the selling stockholders
pursuant to the Reoffer Prospectus hereinafter are referred to collectively as
the "Resale Shares." The 1995 Plan, the Directors Plan and the Retirement Plan
hereinafter are referred to collectively as the "Plans."
<PAGE> 2
Board of Directors
Eagle Bancshares, Inc.
February 14, 1996
Page 2
The opinions hereinafter set forth are given pursuant to Item 8 of
Form S-8 and Item 601(b)(5) of Regulation S-K. The only opinions rendered by
this firm consist of the matters set forth in numbered paragraphs (1) through
(4) below (our "Opinions"), and no opinion is implied or to be inferred beyond
such matters. Additionally, our Opinions are based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
In rendering our Opinions, we have examined such agreements,
documents, instruments and records as we deemed necessary or appropriate under
the circumstances for us to express our Opinions, including without limitation
the Plans and certain stock restriction agreements. In making all of our
examinations, we 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
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 Opinions, we
have relied upon the factual statements set forth in a certificate of officers
of the Company and a certificate of a public official. 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. We do not herein express
any opinion concerning any matter respecting or affected by any laws other than
the laws of the State of Georgia that are now in effect and that, in the
exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the issuance of the Shares. The
Opinions hereinafter set forth are 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.
<PAGE> 3
Board of Directors
Eagle Bancshares, Inc.
February 14, 1996
Page 3
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the 1995 Plan Shares, when issued in accordance with the terms
of the 1995 Plan against payment in full of the purchase price
therefor, if any, will be validly issued, fully paid and
nonassessable;
(2) the Directors Plan Shares, when issued in accordance with the
terms of the Directors Plan against payment in full of the
purchase price therefor, if any, will be validly issued, fully
paid and nonassessable;
(3) the Retirement Plan Shares, when issued in accordance with the
terms of the Retirement Plan against payment in full of the
purchase price therefor, if any, will be validly issued, fully
paid and nonassessable; and
(4) the Resale Shares to be offered and sold pursuant to the
Reoffer Prospectus are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to our name under the caption "Legal Matters" in the
Reoffer Prospectus.
Very truly yours,
LONG, ALDRIDGE & NORMAN, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 12, 1995
(except with respect to the matters discussed in Note 16, as to which the date
is December 21, 1995) included in the Company's Registration Statement (No.
333-00081) on Form S-2 and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 13, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Eagle Bancshares, Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
February 13, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard B. Inman, Jr. and Conrad J. Sechler, Jr., and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 under the provisions
of the Securities Act of 1933, as amended, for the registration of shares of
Common Stock of Eagle Bancshares, Inc., and to sign any and all amendments
thereto, 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 or necessary
to be done, 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 any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
This 3rd day of January, 1996.
/s/ Walter C. Alford
-----------------------------
/s/ George G. Thompson
-----------------------------
/s/ Conrad J. Sechler, Sr.
-----------------------------
/s/ Richard J. Burrell
-----------------------------
/s/ Weldon A. Nash, Jr.
-----------------------------
<PAGE> 1
EXHIBIT 99
PROSPECTUS
67,000 SHARES
EAGLE BANCSHARES, INC.
COMMON STOCK
The 67,000 shares (the "Shares") of Common Stock (the "Common Stock")
of Eagle Bancshares, Inc. (the "Company") offered hereby are being offered for
the account of certain selling stockholders of the Company (the "Selling
Stockholders"). The Company will not receive any proceeds from the sale of the
Shares. See "Selling Stockholders."
Each of the Selling Stockholders may sell the Shares offered hereby
from time to time on The Nasdaq National Market or such other national
securities exchange or automated interdealer quotation system on which shares
of the Company's Common Stock are then listed, through negotiated transactions
or otherwise at market prices prevailing at the time of the sale or at
negotiated prices. The Selling Stockholders must effect such transactions by
notifying the Company in advance of any intended transaction in order for the
Company to determine compliance with applicable federal and state securities
laws, and then upon receipt of notice from the Company that such transaction
may proceed, by selling the Shares only to or through brokers or dealers. Such
brokers or dealers may receive compensation in the form of commissions or
otherwise in such amounts as may be negotiated by them. As of the date of this
Prospectus, no agreements have been reached for the sale of the Shares or the
amount of any compensation to be paid to brokers or dealers in connection
therewith. The Company will bear all expenses in connection with the
registration and sale of the Shares being offered by the Selling Stockholders,
other than commissions, concessions or discounts to brokers or dealers and fees
and expenses of counsel or other advisors to the Selling Stockholders. See
"Plan of Distribution."
The Common Stock of the Company is traded on The Nasdaq National
Market under the trading symbol "EBSI." On February 13, 1996, the average of
the high and low prices of the Company's Common Stock as quoted on The NASDAQ
National Market was $16.625 per share.
--------------
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE INFORMATION
DISCUSSED UNDER THE CAPTION "RISK FACTORS."
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 15, 1996
<PAGE> 2
No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sales hereunder shall
under any circumstances create any implication that the information contained
herein is correct as of any time subsequent to the date hereof or the dates as
of which information is otherwise set forth or incorporated by reference
herein. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to purchase any securities other than those to which it relates or
an offer to any person in any jurisdiction where such offer or solicitation
would be unlawful.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
AVAILABLE INFORMATION
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement (of which this Prospectus
forms a part) and the exhibits relating thereto filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). The Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and in accordance therewith files reports, proxy statements,
information statements and other information with the Commission. Such
reports, proxy statements, information statements and other information can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at CitiCorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
-2-
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by Eagle Bancshares, Inc.
(the "Company" or the "Registrant") with the Commission hereby are incorporated
herein by reference as of their respective dates:
(1) The Prospectus dated February 12, 1996 which forms a part of
the Company's Registration Statement on Form S-2 (Registration No. 333-00081);
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995; and
(3) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A (Registration No. 0-14379) as
declared effective by the Commission on April 4, 1986.
In addition, all reports and documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, at the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the foregoing documents). The Company also will
provide without charge upon request a copy of the Company's latest Annual
Report. Written or telephonic requests should be directed to Richard B. Inman,
Jr., 4305 Lynburn Drive, Tucker, Georgia 30084, (770) 908-6690.
THE COMPANY
The Company is a metropolitan Atlanta, Georgia based savings and loan
holding company, primarily engaged through its subsidiaries in retail and
mortgage banking with 24 locations in the Southeast. The Company, a unitary
savings and loan holding company, was formed as a Georgia corporation in
September 1985 to acquire 100% of the common stock of the Bank, the Company's
principal subsidiary. Based on total assets at September 30, 1995, the Bank is
the largest thrift institution headquartered in metropolitan Atlanta and
operates ten full service branch offices located in Cherokee, DeKalb, Fulton
and Gwinnett counties, Georgia. Through its subsidiary Prime Eagle Mortgage
Corporation ("PrimeEagle"), the Company operates 14 loan production offices
located in Georgia, Florida, North Carolina, South Carolina and Tennessee. The
Company also engages in real estate brokerage and development in metropolitan
Atlanta.
As a result of the recent acquisition of banks and thrifts in Atlanta
by large out-of-state bank holding companies, the Company is now the second
largest independent financial institution headquartered in the metropolitan
Atlanta area based on total assets at September 30, 1995. Because the Company
is headquartered in its primary market area, the Company believes it is able to
provide personalized service and local decision making that is typically not
available from financial institutions headquartered out-of-state. As a result,
the Company believes it is well positioned to serve the banking needs of small
businesses and individuals that consider personalized service and local
decision making to be important aspects of a banking relationship.
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<PAGE> 4
The Company's near-term strategy is to continue to capitalize on
certain opportunities which have been presented by recent consolidations.
First, staff reductions and branch closings at other institutions have enabled
the Company to hire experienced banking executives. Second, the Company has
acquired a multi-office mortgage banking company, acquired additional retail
deposits and attracted new customers. Third, the Company is now in a position
to acquire smaller financial institutions in the metropolitan Atlanta area,
which will enable the Company to further expand its franchise. Fourth,
operating under a federal thrift charter, the Bank can open or acquire new
branches throughout the State of Georgia and across state lines, including
markets in which the Company currently operates loan production offices. The
Company's long-term strategy is to increase stockholder value by building
franchise value, creating competitive advantages in targeted business niches,
developing additional long-term, customer driven relationships, and
compensating employees based upon bottom line performance.
Since the current management team assumed the leadership of the Bank
in October 1990, total assets of the Company have increased from $287.5 million
at September 30, 1990, to $528.2 million at September 30, 1995. Permanent
single family mortgage loans originated and sold increased from $56.5 million
for the twelve months ended September 30, 1990, to $346.6 million for the
twelve months ended September 30, 1995. During the same period, earnings
improved from a loss of $229,000 to net income of $4.4 million. At December
31, 1995, officers and directors of the Company and the Bank's 401(k) Savings
and Employee Stock Ownership Plan (the "ESOP") owned 24.6% of the outstanding
shares of the Company's Common Stock.
The Company's executive offices are located at 4305 Lynburn Drive,
Tucker, Georgia 30084, and its telephone number is (770) 908-6690.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Shares.
CREDIT RISK AND LOAN CONCENTRATION
Over the past several years, the Company has experienced significant
growth in its permanent single family residential mortgage loan, construction
loan and leasing portfolios. The Company's portfolio of permanent single
family residential mortgage loans was $218.9 million at September 30, 1995,
constituting 41.4% of total assets and 53.8% of the Company's loan portfolio.
Construction loans comprise the second largest component of the Company's loan
portfolio. At September 30, 1995, construction loans constituted 27.4% of the
Company's loan portfolio and totaled $110.8 million. At September 30, 1995,
the Company's investment in the purchase of equipment leases was $38.0 million
which represented 11.3% of the Company's loan portfolio.
Construction loans frequently involve greater risk than residential
mortgage loans principally due to (i) the creditworthiness of construction
borrowers in general, (ii) the potential risks associated with securing
permanent financing, and (iii) general market conditions in the housing
industry. The Company's investment in equipment leases involves risk because
of (i) the decline in value of the leased equipment and the geographic location
of the equipment, (ii) the Company's reliance on third party lessors for
servicing the leases, and (iii) the location of lessees outside the Company's
geographic market.
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<PAGE> 5
Management believes that the Bank's credit review and loan monitoring
processes are adequate to evaluate and monitor these risks and that the Bank's
allowance for possible loan losses is adequate in relation to the composition
of its loan portfolio. Further, although the Company's non-performing loans as
a percentage of total loans was .17% at September 30, 1995, there is a risk
that the quality of the Company's loan portfolio could decline, particularly as
a result of the rapid growth in loans, as a result of the concentration of
construction loans and as a result of risk inherent in commercial equipment
leases.
RELIANCE ON RESIDENTIAL MORTGAGE ORIGINATIONS
The market for residential mortgages is highly volatile and an
increase in interest rates could have a material adverse effect on both
non-interest income and interest income and in the growth of the Company's
residential mortgage portfolio. In addition, a substantial portion of the
Company's non-interest income has been derived from gains on the sale of
mortgage loans and mortgage production fees consisting of proceeds from the
sale of mortgage servicing rights, loan origination fees and discount points.
Due to the cyclical nature of residential mortgage originations, there can be
no assurance that the Company will be able to sustain recent levels of gains on
the sale of mortgage loans and mortgage production fees.
INTEREST RATE SENSITIVITY
The profitability of the Company depends to a large extent upon its
net interest income, which is the difference between interest income and
interest expense. The net interest income of the Company could be adversely
affected if, for example, changes in market interest rates resulted in the cost
of interest-bearing liabilities increasing faster than the increase in the
yield on the interest-earning assets of the Company. Additionally, increasing
interest rates could have an adverse impact on house sales which could
negatively impact construction lending and permanent mortgage originations.
REAL ESTATE DEVELOPMENT ACTIVITIES
Approximately $8.4 million or 1.6% of the Company's total assets as of
September 30, 1995, was invested in three real estate development projects in
metropolitan Atlanta. Additionally, in December 1995, the Company invested
$600,000 in a fourth real estate development project in metropolitan Atlanta.
Two of these projects are currently under development. Although the Company
intends to acquire and develop real estate on a limited basis, the Company is
subject to the associated risks related to delays in construction and
development, lot absorption, occupancy, financing availability, and failure of
properties to perform as expected.
DEPENDENCE ON PRIMARY GEOGRAPHIC MARKET
The financial condition of the Company is primarily dependent on
economic conditions in the Atlanta metropolitan area. Of the 24 locations
where the Company operates, 13 are located in the Atlanta metropolitan area,
and the majority of deposits gathered originate from Atlanta-based offices. In
addition, $145.3 million or approximately 41.2% of loan originations for the
six months ended September 30, 1995, came from this area. While management
believes that the economy in metropolitan Atlanta is generally healthy and has
experienced above average growth, adverse changes in economic conditions in
such area could adversely impact the Company's growth and financial
performance.
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<PAGE> 6
LEGISLATION AND REGULATION
There is currently proposed as part of the Budget Reconciliation Act
of 1995 a one-time assessment on the deposits of institutions which are insured
by the SAIF in order to recapitalize SAIF during the first quarter of calendar
1996. It is anticipated that such assessment will be in the amount of from
$.80 to $.90 per $100 of SAIF insured deposits at March 31, 1995. If the
assessment were levied at $.85 per $100 in SAIF insured deposits, the Bank's
earnings would decrease approximately $1.5 million net of tax. Thereafter it
is estimated that the level of ongoing premiums paid to the SAIF would be
reduced from the Company's current rate of $.23 per $100 of SAIF insured
deposits to between $0 and $.04 per $100 of SAIF insured deposits, thereby
reducing in future periods the premium payments currently paid by the Bank.
Assuming the Company is subject to premiums at the rate of $.04 per $100 of
deposits subsequent to the one-time assessment, the annualized premium
reduction would be $386,000 net of tax based upon September 30, 1995 deposits.
SELLING STOCKHOLDERS
The Shares offered hereby are owned and offered for the account of the
Selling Stockholders and represent shares of Common Stock of the Company
acquired by the Selling Stockholders in connection with (a) the grant of
restricted stock by the Company pursuant to employment agreements between each
of the Selling Stockholders and the Company (b) the First Amended and Restated
Tucker Federal and Savings Loan Associaton Directors' Retirement Plan or (c)
the exercise of stock options granted under the First Amended and Restated
Eagle Bancshares, Inc. 1994 Directors Stock Option Incentive Plan (the "DSOP").
The table below sets forth the name of each Selling Stockholder, the Selling
Stockholder's position with the Company, and information with respect to all
shares of Common Stock beneficially owned by the Selling Stockholder as of
December 22, 1995. Information with respect to ownership has been determined
from the Company's records. Beneficial ownership as reported in the table has
been determined in accordance with certain rules of the Commission and includes
shares of Common Stock which may be acquired within 60 days upon the exercise
of outstanding stock options of the Company. The named persons have sole
voting and investment power with regard to the shares shown as owned by such
persons. Pursuant to certain rules of the Commission, all shares not currently
outstanding which are subject to options exercisable within 60 days are deemed
to be outstanding for the purpose of computing the "Percent of Class" held by
the holder thereof but are not deemed to be outstanding for the purpose of
computing the "Percent of Class" held by any other shareholder of the Company.
Upon completion of this offering, assuming all the Shares being offered hereby
are sold and that no other changes in the Selling Stockholders' beneficial
ownership occur prior to completion of this offering, none of the Selling
Stockholders will beneficially own more than one percent of the Company's
outstanding shares of Common Stock unless otherwise indicated. As of January
3, 1996, there were 3,117,200 shares outstanding.
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<PAGE> 7
<TABLE>
<CAPTION>
Total Number of
Shares Beneficially
Plan Shares Owned Upon Completion
Name Position With Company Owned and Offered Of the Offering (%)
---- --------------------- ----------------- -------------------
<S> <C> <C> <C>
Charles J. Alford, Jr. Former Director of Company 5,000 108,328 (3.48%)
Clyde Anderson Former Director of Company 2,000 396
Richard B. Inman, Jr. President and Chief Executive 30,000 94,600 (3.01%)(1)
Officer of Tucker Federal
Savings & Loan Association
("Tucker Federal")
Betty Petrides Executive Vice President and 15,000 69,406 (2.18%)(2)
Secretary of Tucker Federal
Conrad J. Sechler, Jr. President of Eagle Service 15,000 57,699 (1.85%)(3)
Corporation ------
Total: 67,000
- ---------------
</TABLE>
(1) With regard to Mr. Inman, the shares shown include (i) 20,000 shares
which may be acquired by Mr. Inman upon the exercise of stock options
granted in accordance with Mr. Inman's 1993 employment agreement with
Tucker Federal and pursuant to the Eagle Bancshares, Inc. Stock Option
and Incentive Plan (the "Stock Option Plan"); (ii) 3,000 shares which
may be acquired by Mr. Inman upon the exercise of stock options
granted pursuant to the DSOP; (iii) a total of 3,950 shares held for
the account of Mr. Inman as a participant in the Tucker Federal
Savings and Loan Association 401(k) Savings and Employee Stock
Ownership Plan (the "ESOP"); and (v) 2,000 shares which are held of
record by the spouse of Mr. Inman as to which he disclaims beneficial
ownership.
(2) With regard to Mrs. Petrides, the shares shown include (i) 39,666
shares which may be acquired by Mrs. Petrides upon exercise of stock
options granted in accordance with Mrs. Petrides' employment agreement
with Tucker Federal and pursuant to the Stock Option Plan; (ii) a
total of 7,240 shares held for the account of Mrs. Petrides as a
participant in the Company's ESOP; and (iii) 2,500 shares which may be
acquired by Mrs. Petrides upon the exercise of stock options granted
pursuant to the DSOP. In addition, pursuant to Mrs. Petrides'
employment agreement with Tucker Federal, Mrs. Petrides is entitled
to be granted an option to purchase 20,000 shares of Common Stock,
which option will be exercisable immediately. The actual grant of the
option has not been made and the share ownership information excludes
such entitlement.
(3) With regard to Mr. Sechler, Jr., the shares shown include (i) 6,666
shares which may be acquired by Mr. Sechler, Jr. upon exercise of
stock options granted in accordance with Mr. Sechler, Jr.'s employment
agreement with Eagle Service Corporation, a wholly-owned subsidiary of
Tucker Federal, and pursuant to the Stock Option Plan; (ii) 3,000
shares which may be acquired by Mr. Sechler, Jr. upon exercise of
stock options granted pursuant to the DSOP; and (iii) a total of 6,076
shares held for the account of Mr. Sechler, Jr. as a participant in
the Company's ESOP.
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<PAGE> 8
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by any of the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on The Nasdaq National Market or such other
national securities exchange or automated interdealer quotation system on which
shares of Common Stock are then listed, through negotiated transactions or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (d) an
exchange distribution in accordance with the rules of such exchange; and (e)
through the writing of options on the Shares. The Selling Stockholders must
effect such transactions by notifying the Company in advance of any intended
transaction in order for the Company to determine compliance with applicable
federal and state securities laws, and then upon receipt of notice from the
Company that such transaction may proceed, by selling the Shares only to or
through brokers or dealers. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by the Company with
the Commission pursuant to Rule 424(c) under the 1933 Act under certain
circumstances. In effecting sales, brokers or dealers engaged by the Selling
Stockholders and/or the purchasers of the Shares may arrange for other brokers
or dealers to participate. Brokers or dealers will 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. In addition, any
Shares covered by this Prospectus which qualify for sale pursuant to Rule 144
under the 1933 Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Company will bear all expenses in connection with the registration
and sale of the Shares, other than commissions, concessions or discounts to
brokers or dealers and fees and expenses of counsel or other advisors to the
Selling Stockholders.
The Selling Stockholders and any broker or dealer who acts in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the 1933 Act, and any
compensation received by them and any profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions under
the 1933 Act.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Long, Aldridge & Norman, LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of the Company as of March 31,
1995, and for the year then ended, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein upon the authority of said firm as experts
in accounting and auditing in giving said report.
The consolidated financial statements of the Company as of March 31,
1994, and for each of the years in the two-year period ended March 31, 1994,
have been incorporated by reference herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP covering the fiscal year
1994 and 1993 consolidated financial statements refers to changes in the method
of accounting for income taxes and investments.
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