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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15-(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 1997
EAGLE BANCSHARES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Georgia 58-1640222
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
Commission file number 0-14379
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4305 Lynburn Drive, Tucker, Georgia 30084-4441
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(770) 908-6690
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT.)
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Item 2. Acquisition or Disposition of Assets
On March 26, 1997 Eagle Bancshares, Inc. ("Eagle") acquired all of the
outstanding shares of Southern Crescent Financial Corp ("SCFC") in accordance
with the Agreement and Plan of Merger (the Merger Agreement) dated August 13,
1996. Simultaneously therewith, Southern Crescent Bank, a wholly owned
commercial bank subsidiary of SCFC merged with and into Tucker Federal Bank,
Eagle's wholly owned savings and loan association subsidiary. Eagle is the
surviving corporation in the Merger and Tucker Federal Bank is the surviving
entity in the bank merger and will remain a wholly owned savings association of
Eagle. The merger will be accounted for as a pooling of interest.
In accordance with the Merger Agreement, the consideration was calculated with
the following terms. Each outstanding share of SCFC common stock (excluding
shares held by stockholders who perfected their dissenters' rights under
Georgia law) were converted into and exchanged for the right to receive the
number of shares (the "Merger Consideration") of Common Stock, $1.00 par value
per share, of Eagle (the "Eagle Stock") equal to $19.177 divided by the Eagle
Stock Price (as defined below); provided that (i) if the Eagle Stock Price is
equal to or less than $14.50 per share, the Merger Consideration will be 1.323
shares of Eagle Stock for each share of SCFC Common Stock and (ii) if the Eagle
Stock Price is equal to or more than $16.50 per share, the Merger Consideration
will be 1.162 shares of Eagle Stock for each share of SCFC Common Stock. The
Eagle Stock Price will be equal to the average of the Daily Average Value of
Eagle Stock as reported on the Nasdaq National Market on the 30 trading days
ending five trading days before the effective time of the Merger. The Daily
Average of the Eagle Stock on a trading day will be the average of the closing
bid and ask prices of the Eagle Stock as reported on the Nasdaq National Market
for such day.
As a result of the foregoing formula, the shareholders of SCFC received 1.162
shares of Eagle stock for each share of SCFC Common Stock. Eagle will issue
1,108,000 shares in exchange for the outstanding shares of SCFC Common Stock.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Southern Crescent Financial Corp:
The following documents filed with the Commission under Section 13(a) or
15(d) of the Exchange Act are hereby incorporated by reference:
(1) SCFC's Annual Report on Form 10-K for the year ended December 31,
1995.
(2) SCFC's Quarterly Report on Form 10-Q for the three months ended March
31, 1996.
(3) SCFC's Quarterly Report on Form 10-Q for the six months ended June
30, 1996.
(4) SCFC's Quarterly Report on Form 10-Q for the nine months ended
September 30, 1996.
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(b) Pro forma financial information
It is currently impracticable to provide pro forma financial information
relative to the merger transaction. The required pro forma financial
information will be filed under cover of Form 8 as soon as practicable, and no
later than 60 days from the date of this filing.
(c) Exhibits
2. Agreement and Plan of Merger dated as of August 13, 1996 by and between
Eagle, SCFC and SCB (incorporated by reference from Appendix A in the company's
Registrations Statement on Form S-4 dated November 8, 1996)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
EAGLE BANCSHARES, INC.
(Registrant)
/s/
Date: April 10, 1997 -------------------------------------
Conrad J. Sechler, Jr.
Chairman of the Board, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
/s/
Date: April 10, 1997 -------------------------------------
Richard B. Inman, Jr.
Director, Secretary and Treasurer
/s/
Date: April 10, 1997 -------------------------------------
Conrad J. Sechler, Jr.
Chairman of the Board and President
/s/
Date: April 10, 1997 -------------------------------------
LuAnn Durden
Chief Financial Officer
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EXHIBIT INDEX
2. Agreement and Plan of Merger dated as of August 13, 1996 by and between
Eagle, SCFC and SCB (incorporated by reference from Appendix A in the company's
Registrations Statement on Form S-4 dated November 8, 1996)
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