FLAG FINANCIAL CORP
8-K, 1998-05-22
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    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 18, 1998

                           FLAG Financial Corporation
             (Exact name of registrant as specified in its charter)

       Georgia                      0-24532                58-2094179
- -----------------------      ---------------------  ----------------------------
State of Incorporation)        (Commission File     (IRS Employer Identification
                                     Number)                Number)

  101 North Greenwood St., P.O. Box 3007
          LaGrange, Georgia                                   30240
- -----------------------------------------            ---------------------------
 (Address of principal executive offices)                   (Zip code)


       Registrant's telephone number, including area code: (706) 845-5000


<PAGE>


Item 5.   Other Events
          ------------

On May 18, 1998, FLAG Financial  Corporation  ("FLAG") announced a three-for-two
stock split.  The  three-for-two  stock split will be issued on June 3, 1998, to
shareholders of record as of May 22, 1998.

A copy of the press  release  regarding  the  announcement  referenced  above is
attached hereto as Exhibit 99.1 and by this reference made a part hereof.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

         (a)       Financial Statements - None.

         (b)       Pro Forma Financial Information - None

         (c)       Exhibits.

                   99.1 - Registrant's press release dated May 18, 1998




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                                INDEX OF EXHIBITS


Exhibit
Number                             Description
- -------                -------------------------------------

99.1                      Press release, dated May 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:   May 22, 1998


                                            FLAG Financial Corporation
                                            --------------------------
                                            ("Registrant")
 
                                            /s/ Ellison C. Rudd
                                            -------------------

                                            By Ellison C. Rudd,
                                            Chief Financial Officer



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<PAGE>




FOR IMMEDIATE RELEASE



Contact:     John S. Holle (706/845-5005)
             J. Daniel Speight, Jr. (912/268-2056)

       
         FLAG Financial Corporation Announces 3-For-2 Stock Split
         --------------------------------------------------------

LaGrange, GA (May 18, 1998) -- FLAG Financial  Corporation  (OTC:FLAG) Chairman,
John S. Holle,  and President and CEO, J. Daniel Speight,  Jr.,  announced today
that FLAG's Board of Directors  has declared a 3-for-2  stock split at a special
meeting of the Board of  Directors on May 13,  1998.  The stock split  follows a
2-for-1 stock split in 1994 and a 25% stock dividend in 1993.

Shareholders  of record on May 22, 1998 will be  entitled  to the 3-for-2  stock
split which is payable June 3, 1998.  Each  shareholder of FLAG will receive one
additional  share of FLAG common stock for every two shares of FLAG common stock
owned.  Fractional  shares  will not be issued  and cash will be paid in lieu of
fractional shares.

Commenting  on the stock  split,  FLAG's  Chairman of the Board,  John S. Holle,
stated,  "The  decision to declare the 3-for-2  stock split  reflects the strong
performance of the Company and the Board's  confidence in our future  prospects.
As was the case with the recent  announcement  concerning FLAG's merger with The
Brown  Bank,  all of  these  efforts  are  centered  around  building  long-term
shareholder value."

J. Daniel Speight,  Jr.,  President and Chief Executive  Officer of FLAG, added,
"One of the  things  that we can offer  community  bank  merger  partners  is an
actively traded stock that represents a sound value. We believe this stock split
will contribute to the growth in the value and trading activity of the stock. In
this way, we believe it will  enhance our  ability to attract  future  community
bank merger partners."

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
total  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. Including those
shares which will be issued as part of the 3-for-2  stock split,  FLAG will have
approximately  5,173,386 shares  outstanding.  FLAG's Common Stock is traded and
quoted on The Nasdaq National Market System under the symbol "FLAG."



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