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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 11, 1998
Commission file number: 33-28514-A
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BRYAN BANCORP OF GEORGIA, INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-1861820
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9971 Ford Avenue, Richmond Hill, Georgia 31324
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(Address of principal executive offices) (Zip Code)
(912) 756-4444
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
ITEM ONE. CHANGE IN CONTROL.
See Item Five.
ITEMS TWO, THREE, AND FOUR NOT APPLICABLE.
ITEM FIVE. OTHER EVENTS.
On February 11, 1998, Bryan Bancorp of Georgia, Inc. ("Registrant") and The
Savannah Bancorp, Inc. ("Savannah") jointly announced that they had entered into
a definitive agreement and plan of merger ("Agreement of Merger") of Registrant
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into Savannah. Savannah is a one-bank holding company. Its wholly owned
subsidiary, The Savannah Bank, N.A. operates four offices in the Savannah,
Georgia area. Registrant is also a one-bank holding company. Its wholly owned
subsidiary, Bryan Bank & Trust Company has one office located in Richmond Hill,
Georgia. The proposed merger is subject to any required corporate shareholder
and regulatory approvals.
Pursuant to Section 5.23 of the Agreement of Merger, Registrant represented and
warranted to Savannah, as an inducement to entering the Agreement of Merger,
that each of Registrant's directors (except Charles Stafford) had executed and
delivered to Savannah a "Director's Agreement" in the form attached to the
Agreement of Merger as Exhibit 3. Registrant will be filing an amendment to this
Form 8-K for the purpose of including the Agreement of Merger , along with all
exhibits thereto (including the form of Director's Agreement), as an Exhibit to
this Form 8-K. Each director of Registrant (except Charles Stafford) did deliver
a "Director's Agreement" to Savannah in accordance with that warranty and
representation. Pursuant to Section 2 of the Director's Agreement, each of
Registrant's directors (except Charles Stafford) agreed to (1) vote all shares
of common stock of Registrant beneficially owned by him or her (and as to which
he or she possessed sole voting power) in favor of the merger of Registrant into
Savannah, (2) recommend approval of the merger to shareholders of Registrant,
and (3) use his or her best efforts to effect consummation of the merger. In
addition, each of Registrant's directors agreed not to sell or otherwise dispose
of his or her shares of Registrant's common stock. The total number of shares
beneficially owned (and as to which each director possesses sole voting power)
by all directors delivering such Director's Agreements is 195,083, representing
38.789% of the common stock of Registrant. The total number of shares
beneficially owned (whether or not each director has sole power to vote such
shares) by all directors delivering Directors Agreements is 220,123,
representing 43.76% of the common stock of Registrant.
Savannah agreed, in Section 5.23 of the Agreement of Merger, that if it failed
to reelect any of Registrant's Directors to Registrant's Board during the 24
months following the closing, it would immediately pay such director the fees he
or she would have earned as a director of Registrant's Board during the
remainder of the 24 month period.
ITEM SIX NOT APPLICABLE.
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ITEM SEVEN. FINANCIAL STATEMENTS AND EXHIBITS.
(99)News release dated February 11, 1998, announcing execution of Agreement of
Merger between Savannah and Registrant.
ITEMS EIGHT AND NINE NOT APPLICABLE.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
BRYAN BANCORP OF GEORGIA, INC.
BY: /S/ E. James Burnsed
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E. JAMES BURNSED, President
Date: 2/26/98
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February 11, 1998 EXHIBIT 99
The Savannah Bancorp and Bryan Bancorp
of Georgia Announce Merger Agreement
The Savannah Bancorp (Nasdaq: SAVB), of Savannah, Georgia and Bryan Bancorp of
Georgia ("Bryan") of Richmond Hill, Georgia jointly announced that they have
entered into a definitive agreement for a proposed merger of Bryan Bancorp of
Georgia into The Savannah Bancorp.
Bryan Bancorp of Georgia is the one-bank holding company for Bryan Bank & Trust
Company in Richmond Hill, Georgia. The Savannah Bancorp is the one-bank holding
company for The Savannah Bank, N.A. in Savannah, Georgia. Richmond Hill is 20
miles south of downtown Savannah on Interstate 95.
Under the terms of the agreement, Bryan shareholders will receive 1.85 shares of
SAVB common stock for each share of Bryan common stock. Based on SAVB's closing
stock price of $25.50 on February 10, 1998, the transaction would be valued at
approximately $24 million. The merger, which is anticipated to be accounted for
as a pooling of interests, is expected to be consummated by mid-year 1998,
pending approval of Bryan and SAVB shareholders, regulatory authorities and
other customary conditions of closing. The transaction is expected to be a
tax-free reorganization for income tax purposes. Archie H. Davis, President and
Chief Executive Officer of SAVB, stated, "There is a new generation of strong
community-based banking companies forming during a period of flux and
consolidation in the Georgia banking industry. We see our merger with Bryan
Bancorp as the first step for our two groups to build a strong franchise of
community banks in our region. Southeast Georgia deserves a strong banking
company - a network of local banks with flexibility, autonomy and
decision-making clout to give our region the financial power it needs to grow
and prosper."
Jimmy Burnsed, President and Chief Executive Officer of Bryan, said, "These two
banking companies are a natural fit. We found in our negotiations that both
companies shared the same strategic vision. It is a strong match of people,
geography and service philosophies. The combination is far stronger than the two
banks standing alone. We look forward to a dynamic future with the Savannah
Bancorp."
J. Wiley Ellis, Chairman of SAVB, said, "A void in personal banking service
develops when markets are served only by branches of large out-of-state banking
networks. We opened our doors in 1990 to insure the Chatham County residents had
a choice for financial services with the local, personal touch. Bryan Bank &
Trust formed in 1989 in neighboring Bryan County for the same reasons. Both
groups are committed to quality customer service. We live and work here. We are
vitally interested in the financial well-being of our hometowns. This is a
perfect blend of banking philosophies."
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C. L. Stafford, Chairman of the Board of Bryan, stated, "Savannah Bancorp is the
right partner for our future. With this match, our stockholders, our customers,
our communities and our employees are well served. This is a winning
combination."
Bryan Bank & Trust Company has one office in Richmond Hill with another planned
for mid-year. As of December 31, 1997, Bryan had total assets of $66 million,
total deposits of $56 million, total stockholders' equity of $7.4 million, and
$1.2 million in 1997 earnings.
The Savannah Bank, N.A. provides banking services from four full service offices
in Savannah, Chatham County, Georgia. A fifth office is scheduled to open in the
Medical Art Shopping Center in the third quarter, 1998. As of December 31, 1997,
SAVB had $164 million in total assets, $144 million in total deposits, $15
million in total stockholders' equity, and $1.8 million in net income for the
year. Combined assets after the merger will approximate $230 million. The
Savannah Bancorp, Inc. common stock is traded on the Nasdaq National Market
System under the symbol SAVB.
