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) : May 14, 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 Number) (IRS Employer
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
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On May 14, 1998, the Registrant executed a Letter of Intent with The Brown Bank,
pursuant to which The Brown Bank agreed to merge with and into a wholly-owned
subsidiary of the Registrant. Attached hereto is the press release regarding the
announcement of the merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits. The following exhibits are filed as part of this report:
99.1 Press release, dated May 14, 1998, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press release, dated May 14, 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: May 22 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
FLAG Financial Corporation and The Brown Bank
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Announce Combination
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LaGrange, GA (May 14, 1998) -- FLAG Financial Corporation (OTC:FLAG) Chairman,
John S. Holle, and President and CEO, J. Daniel Speight, Jr. announced today
that FLAG Financial Corporation and The Brown Bank, in Metter, Georgia had
announced the execution of a Letter of Intent to combine their two operations by
means of a tax-free merger. The Brown Bank operates three full service banking
offices in Metter, Cobbtown and Reidsville, Georgia.
Under the terms of the proposed agreement, shareholders of The Brown Bank will
receive one share of FLAG common stock for each share of The Brown Bank common
stock. The merger, which is anticipated to be accounted for as a pooling of
interests, is projected to be consummated by the end of the third quarter of
1998, pending execution of a definitive agreement, final due diligence,
regulatory approval and approval by the shareholders of The Brown Bank and FLAG.
The transaction is expected to be accretive to future earnings of FLAG. John S.
Holle, Chairman of the Board of FLAG, commented: "The combination of FLAG and
The Brown Bank allows further expansion in our partnership of community banks
across middle Georgia. We are delighted to welcome The Brown Bank and its Chief
Executive Officer, Dennis Allen. Like previous partnership combinations, The
Brown Bank is a natural extension of FLAG's presence throughout west central and
middle Georgia."
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG, added:
"The Brown Bank is an innovative bank that fits well into our strategy and
vision when measuring the accomplishments they've had over the past several
years. Their commitment to providing quality customer service in a community
bank atmosphere is characteristic of FLAG's objectives."
Dennis B. Allen, President and Chief Executive Officer of The Brown Bank,
stated: "I am pleased to have our Company join FLAG and excited about the
prospects of being involved in the growth of a new type of financial partnership
that provides community banking support throughout Georgia. I am convinced this
combination will allow us to offer new and exciting opportunities to our
shareholders, customers and employees."
FLAG Financial Corporation is a multi-bank holding company whose wholly-owned
subsidiaries are First Federal Savings Bank of LaGrange, in LaGrange, Georgia,
Citizens Bank, in Vienna, Georgia, and Bank of Milan, in Milan, Georgia with
current assets of approximately $433 million. On a combined pro forma basis,
including The Brown Bank, assets will increase to approximately $464 million.
FLAG currently has 3,448,924 shares of Common Stock outstanding which are traded
and quoted on the Nasdaq National Market under the symbol "FLAG."
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