==========================================================
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): April 24, 1998
Commission file number 0-18560
The Savannah Bancorp, Inc.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1861820
----------------------------- ---------------
(State or other jurisdiction of (IRS Employer incorporation or
organization) identification No.)
25 Bull Street, Savannah, GA 31401
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
912-651-8200
----------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-----------------------------------------------------------
(Former Name or Former Address,
If Changed Since Last Report)
==========================================================
1
<PAGE>
ITEM FIVE. OTHER EVENTS
On April 24, 1998, The Savannah Bancorp, Inc. made its regular quarterly
earnings release and included an announcement of a delay in the merger with
Bryan Bancorp of Georgia, Inc. The press release included the reasons for the
delay in the merger.
EXHIBIT 99
The full narrative content of the press release issued on April 24, 1998 is
included as Exhibit 99 to this Form 8-K filing.
SIGNATURES
----------------
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: 5/1/98 By: /s/ Archie H. Davis
------- ----------------------
President
2
<PAGE>
EXHIBIT 99
The Savannah Bancorp, Inc.
Earnings Release For More Information please contact:
April 24, 1998 Archie H. Davis, President & CEO
For release: Immediately Savannah, Georgia
912 / 651-8200
Savannah Announces 27% Earnings Increase, Dividend Increase
and a Delay in Its Merger with Bryan Bancorp
The Savannah Bancorp, Inc., the bank holding company for The Savannah Bank, N.A.
located in Savannah, Georgia, announces record first quarter earnings. Net
income for the first quarter was $466,000 or $.26 per diluted share, compared to
prior year net income of $367,000 or $.20 per diluted share, an increase of 27%
in earnings and 30% in diluted earnings per share.
Deposits increased $24.4 million, or 20%, to $146.4 million and loans increased
$17.0 million, or 18%, to $105.6 million at March 31, 1998 and 1997,
respectively. Total assets were $167.4 million as of March 31, 1998. This
represents an increase of 20% over March 31, 1997.
Asset quality remains strong with only $20,000 in non-performing assets at March
31, 1998.
The Board, at its regular quarterly meeting held April 20, 1998, increased the
regular quarterly cash dividend to ten cents per share from four cents per
share. The record date for the cash dividend is May 1, and the dividends are
payable on May 18.
The Board also approved a delay in filing the Registration Statement with the
Securities and Exchange Commission for the merger with Bryan Bancorp of Georgia,
Inc. (Bryan), pending resolution of differences with a director who is also
Chairman of Bryan and owns 8.6 percent of its outstanding stock.
All the directors of Bryan, with the exception of this director, have signed an
affiliate agreement which imposes certain restrictions on the ability of the
Board and shareholders with greater than 5% stock ownership to dispose of their
stock. The refusal of this director to sign an affiliate agreement could impact
the pooling-of-interests accounting method which is a condition to the merger.
The Boards of Bryan and Savannah have reaffirmed their intent to consummate the
merger and will move forward with the transaction when this director signs an
affiliate agreement or the parties are otherwise able to consummate the merger
as agreed.
The Savannah Board also approved holding the regular 1998 Annual Shareholders
Meeting on June 16, 1998 to re-elect directors. A special shareholders meeting
will be held to vote on the Bryan merger at a later date.
The Savannah Bancorp, Inc. is listed on The Nasdaq National Market under the
symbol SAVB. See the accompanying See the accompanying financial highlights for
additional financial information.financial highlights for additional financial
information. inancial information.financial highlights for additional financial
information.
3