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 EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) : February 18, 1998
FLAG Financial Corporation
(Exact name of registrant as specified in its charter)
Georgia 0-24532 58-2094179
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
101 North Greenwood St., P.O. Box 3007
LaGrange, Georgia 30240
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (706) 845-5000
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Item 5. Other Events
On February 18, 1998, the Registrant executed a Definitive Agreement and
Plan of Merger with Three Rivers Bancshares, Inc. ("Three Rivers"), pursuant to
which Three Rivers agreed to merge with and into the Registrant. Attached hereto
is the press release regarding the announcement of the agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following exhibits are filed as part of this report:
99.1 Press release, dated February 18, 1998, issued by the Registrant.
1
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release, dated February 18, 1998
SIGNATURE
Pursuant to the requirements of Section 12 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: February 18, 1998
FLAG Financial Corporation
/S/ Ellison C. Rudd
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By Ellison C. Rudd,
Chief Financial Officer
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FOR IMMEDIATE RELEASE
For further information contact:
FLAG Financial Corporation - John S. Holle (706) 845-5005
Middle Georgia Bankshares, Inc. - J. Dan Speight, Jr. (912) 268-2056
Three Rivers Bancshares, Inc. - J. Preston Martin (912) 362-4483
FLAG FINANCIAL CORPORATION AND THREE RIVERS BANCSHARES, INC.
ANNOUNCE EXECUTION OF AGREEMENT AND PLAN OF MERGER
LaGrange, GA (February 18, 1998) - FLAG Financial Corporation, parent company of
First Federal Savings Bank of LaGrange in LaGrange, Georgia, and Three Rivers
Bancshares, Inc., parent company of Bank of Milan in Milan, Georgia, announced
today the execution of a definitive agreement effective as of February 12, 1998
with respect to the combination of their two operations by means of a tax-free
merger. As negotiated, under the terms of the definitive agreement, shareholders
of Three Rivers will receive forty-eight shares of FLAG common stock for each
share of Three Rivers outstanding, or a total of 398,400 shares of FLAG common
stock. Based on a closing price of $20.75 for the shares of FLAG on February 11,
1998, this equates to a total purchase price of approximately $8.3 million.
Since the announcement of the Letter of Intent with respect to the combination
with Three Rivers on January 21, 1998, the terms of the transaction have been
modified to eliminate the provision for certain stock options, to treat the
combination as a pooling of interests rather than a purchase business
combination, and to adjust the exchange ratio.
FLAG Financial had previously announced its combination with Middle Georgia
Bankshares, Inc., parent company of Citizens Bank in Vienna, Georgia. Both
combinations are projected to be completed during the first half of 1998, and
both are expected to be accretive to FLAG's earnings for 1998. At the conclusion
of both of these transactions, the total outstanding shares of FLAG will
increase from approximately 2,037,000 to approximately 3,448,000.
On a combined pro forma basis with the combination with Middle Georgia and Three
Rivers at December 31, 1997, FLAG would have had total assets of $410,765,095,
deposits of $323,989,233, and loans of $280,445,750. Upon consummation of the
combinations with Middle Georgia and Three Rivers, FLAG will have 13 banking
offices in nine communities in Georgia, along with a full-service mortgage
banking operation and a consumer-finance office.
Shares of FLAG trade on the NASDAQ National Market System under the symbol
"FLAG."
