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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date if earliest event reported): February 26, 1998
Commission file number 0-18560
The Savannah Bancorp, 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.)
25 Bull Street, Savannah, GA 31401
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(Address of principal executive offices) (Zip Code)
912-651-8200
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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 FIVE. OTHER EVENTS
On February 26, 1998, a shareholder communication announcing the postponement of
the 1998 Annual Meeting was distributed to all shareholders of The Savannah
Bancorp, Inc. The communication included a copy of the February 11, 1998 news
release announcing the definitive merger agreement with Bryan Bancorp of Georgia
Inc., 1997 highlights of both individual companies and the proforma highlights
on a combined basis.
The 1998 Annual Meeting of Shareholders that was originally scheduled for April
21, 1998 is being postponed until after the Securities and Exchange Commission
filings become effective, probably in the latter half of June.
C. Exhibits
1) Letter to shareholders dated February 26, 1998, regarding Registrant
announcing the postponement of the registrant's Annual Meeting.
2) 1997 financial highlights of both companies on an individual basis and the
proforma highlights on a combined basis.
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.
The Savannah Bancorp, Inc.
Date: 2/26/98 By: Archie H. Davis
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President
<PAGE>
February 26, 1998
Dear Shareholders,
On February 11, 1998, The Savannah Bancorp, Inc. ("Savannah") announced
that it had entered into a definitive merger agreement with Bryan Bancorp of
Georgia, Inc. ("Bryan"). We have enclosed a copy of the press release and a copy
of the December 31, 1997 highlights of both individual companies and the
proforma highlights on a combined basis.
Upon consummation of the merger, Bryan Bank & Trust Company, the
subsidiary bank of Bryan will become a subsidiary bank of Savannah. It will
operate separately as a community bank with its own management and Board of
Directors. Five directors of Bryan will be nominated to the Savannah Board of
Directors. Management and employees will retain their present positions and
Jimmy Burnsed, President & CEO of Bryan, will become Vice Chairman of the
Savannah Board of Directors.
The merger transaction requires shareholder approval of both Savannah
and Bryan shareholders as well as the customary regulatory approvals. We plan to
postpone the regular 1998 Annual Meeting of Shareholders that was originally
scheduled for April 21, 1998 until after the Securities and Exchange Commission
filings become effective, probably in the latter half of June. At that time,
Savannah shareholders will vote on both the proposed merger and the expanded
slate of directors. A proxy statement containing the merger and director
information will be mailed to you approximately four weeks prior to the
shareholder meeting date.
Jimmy Burnsed and I are both excited about the potential these two
community banks offer together in one holding company in the Savannah / Bryan
County market. Savannah shareholders are combining with a high performing bank
in a growing market. Bryan shareholders are joining a high growth organization
and receiving a publicly traded stock that has traded on NASDAQ for over eight
years.
The 1998 Annual Report to Shareholders for The Savannah Bancorp, Inc.
will be mailed to you as usual in late March. We will mail the proxy information
for the shareholders meeting as soon as possible after the Securities and
Exchange Commission filings become effective.
As always, your comments and suggestions are always welcome.
Sincerely,
/s/Archie H. Davis
President & CEO
<PAGE>
THE SAVANNAH BANCORP, INC. AND SUBSIDIARY
and
Bryan Bancorp of Georgia, Inc.& Subsidiary
Proforma Combined Financial Highlights
December 31, 1997
The following table sets forth certain selected historical financial information
for Savannah and Bryan and certain selected unaudited proforma financial
information, adjusted to reflect the merger of Savannah and Bryan on a
pooling-of-interests accounting basis. Pro forma financial information is
intended to show how the merger of Bryan and Savannah might have affected
Savannah's historical financial statements if the merger had been consummated at
an earlier time. The pro forma financial information set forth below does not
purport to be indicative of the results that actually would have been realized
had the merger taken place at the beginning of 1997, nor is it indicative of the
results of the combined financial position or results of operations for future
periods.
<TABLE>
<CAPTION>
The Bryan
Savannah Bancorp Proforma
Balance Sheet Bancorp of Georgia Combined
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(Amounts in thousands, (Historical) (Historical) (a)
except per share data)
<S> <C> <C> <C>
Total assets $ 163,659 $ 65,513 $ 229,172
Loans 106,021 48,197 154,218
Allowance for loan losses 1,480 583 2,063
Deposits 144,464 55,980 200,444
Shareholder's equity 14,976 7,421 22,397
Allowance for possible
loan losses to total loans 1.40% 1.21% 1.34%
Equity to assets 9.15% 11.33% 9.77%
Book value per share $ 8.76 $ 14.75 $ 8.48
Outstanding shares 1,710 503 2,641
Earnings and Performance Data
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Net income $ 1,753 $ 1,196 $ 2,949
Return on average assets 1.22% 1.94% 1.44%
Return on average equity 12.48% 17.11% 14.02%
Net income per share:
Basic $ 1.03 $ 2.37 $ 1.12
Diluted $ 0.97 $ 2.32 $ 1.07
Average shares: 1,708 504 2,640
Diluted 1,802 516 2,756
</TABLE>
(a)- The proforma combined information is based on an exchange ratio
of 1.85 shares of The Savannah Bancorp, Inc. for each share of
Bryan Bancorp of Georgia, Inc.
