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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):
January 31, 1999
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)
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Item 5. Other Information.
On December 15, 1998, The Savannah Bancorp, Inc., a Georgia corporation (the
"Registrant"), consummated a tax-free merger by and between the Registrant and
Bryan Bancorp of Georgia, Inc. ("Bryan"), pursuant to which each outstanding
share of common stock, par value $1.00 per share, of Bryan was converted into
1.85 shares of common stock, par value $1.00 per share, of the Registrant (the
"Merger"). As a result, the Registrant issued approximately 937,000 shares of
common stock for all the shares of Bryan common stock. The transaction was
accounted for as a pooling of interests. One of the required criteria for
pooling of interests accounting is that the parties to the business combination
must share mutually in the combined risks and rights of the transaction.
In order to satisfy this risk sharing criteria of pooling of interests
accounting, Securities and Exchange Commission Accounting Series Release 135
provides that the risk sharing will have occurred if no affiliate of either
party to the merger transaction sells or otherwise disposes of any common stock
received in the transaction until such time as financial results covering at
least 30 days of post-merger combined operations have been published. In order
to satisfy the risk sharing criteria, and thereby allow affiliates of either
party to the transaction to sell or otherwise dispose of the Registrant's common
stock acquired in the merger (in compliance with Securities and Exchange
Commission Rules 145 and 144 regarding resales of common stock acquired in a
business combination) the consolidated financial results of the Registrant are
presented as follows for the one month period ended January 31, 1999:
One Month Ended
January 31, 1999 (1)
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($ in thousands, except per share)
Net interest income $ 905
Provision for loan losses 25
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Net interest income after
provision for loan losses 880
Other income 190
Other expense 645
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Income before taxes 425
Applicable income taxes 146
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Net income $ 279
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Net income per share:
Basic $0.10
Diluted $0.10
Average shares outstanding
Basic 2,683
Diluted 2,759
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(1) In the opinion of management, the unaudited financial information for the
one month period ended January 31, 1999 includes all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
results of operations for the period ended. The results are not necessarily
indicative of the results for the entire year or quarterly interim periods.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date March 15, 1999
THE SAVANNAH BANCORP, INC.
By: /s/ Robert B. Briscoe
Name: Robert B. Briscoe
Title: Chief Financial Officer
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