SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 2, 1998 (April 29, 1998)
EAGLE BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
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Georgia 0-1922 58-1860526
(State or other (Commission File Number)(IRS Employer
Jurisdiction of Identification No.) Incorporation)
335 South Main Street, Statesboro, Georgia30458
(Address of Principal Executive Offices) (Zip Code)
912/764-8900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On April 29, 1998, Eagle Bancorp, Inc. ("Registrant") announced that it had
entered into a Letter of Intent (the "Letter of Intent") regarding the proposed
acquisition of Registrant by PAB Bankshares, Inc. ("PAB"). The Letter of Intent
regarded a proposed merger of Registrant with and into PAB. On June 30, 1998,
Registrant and PAB executed a Definitive Agreement and Plan of Merger (the
"Agreement") for a proposed merger of Registrant into PAB. The proposed merger
remains subject to certain conditions which are set forth in the Agreement,
including the receipt of shareholder and regulatory approvals.
Under the terms of the Agreement, Registrant's shareholders will receive one (1)
share of PAB Common Stock for each share of Registrant's Common Stock. Based on
PAB's closing stock price of $22.625 on June 30, 1998, the transaction would be
valued at approximately $20.5 million. The merger, which is anticipated to be
accounted for as a pooling of interest, is expected to be consummated before
year-end, pending approval of Registrant's stockholders and regulatory
authorities and other customary conditions of closing. The transaction is
expected to be a tax-free reorganization for federal income tax purposes.
Registrant's wholly-owned subsidiary, Eagle Bank and Trust, operates two full
service banking offices in Statesboro, Georgia. As of March 31, 1998, Registrant
had total assets of $66.3 million dollars, deposits of $55.8 million dollars,
loans of $49.2 million dollars, and stockholder's equity of $6.9 million
dollars. For the first quarter of 1998, Registrant had net income of
$200,032.00. Registrant's trailing earnings for the 12 months ended March 31,
1998 were $745,590.00.
As of March 31, 1998, PAB had total assets of $343.9 million dollars, deposits
of $267.7 million dollars, loans of $229.4 million dollars, and stockholder's
equity of $31.8 million dollars. PAB's first quarter net earnings amounted to
$1,330,405.00, or $.24 per share, up 33% over $.18 per share for the same in
1997. PAB's common stock is traded on the American Stock Exchange under the
ticker symbol PAB.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated June 30, 1998 by PAB Bankshares, Inc.
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.
Dated: July 2, 1998 EAGLE BANCORP, INC.
\s\ Andrew M. Williams III
Andrew M. Williams III
Exhibit 99.1
Press Release:
SOURCE: PAB Bankshares, Inc.
PAB BANKSHARES, INC. AND EAGLE BANCORP, INC.
SIGN DEFINITIVE AGREEMENT
VALDOSTA, GA., July 1/PRNewswire/ -- PAB Bankshares, Inc. (Amex: PAB) in
Valdosta, Georgia and Eagle Bancorp, Inc. of Statesboro, Georgia jointly
announced that they have signed a definitive agreement to merge Eagle Bancorp,
Inc. into PAB Bankshares, Inc. Eagle Bancorp, Inc. is the one-bank holding
company for Eagle Bank & Trust in Statesboro. PAB Bankshares, Inc. is the
Georgia multibank holding company for The Park Avenue Bank in Valdosta, Georgia,
Farmers and Merchants Bank in Adel, Georgia, First Community Bank of Southwest
Georgia and Bainbridge National Bank in Bainbridge, Georgia.
Under the terms of the agreement, Eagle shareholders will receive one share of
PAB common stock for each share of Eagle common stock. Based on PAB's closing
stock price of $22.625 on June 30, 1998, the transaction would be valued at
approximately $20.5 million. The merger, which is anticipated to be accounted
for as a pooling of interests, is expected to be consummated before year-end
1998, pending approval of Eagle stockholders and regulatory authorities and
other customary conditions of closing. The transaction is expected to be a
tax-free reorganization for federal income tax purposes. PAB intends to retain
the name, charter, board of directors and management of Eagle Bank & Trust.
After the transaction is completed, combined PAB assets will approximate $500
million.
PAB Bankshares, Inc. common stock is traded on the American Stock Exchange under
the ticker symbol PAB.
