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 12, 1998
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FLAG Financial Corporation
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(Exact Name of Registrant as Specified in Charter)
Georgia 0-24532 58-2094179
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
101 North Greenwood Street, 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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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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Pursuant to an Agreement and Plan of Merger, dated as of February 12, 1998 (the
"Merger Agreement"), by and between FLAG Financial Corporation ("FLAG") and
Three Rivers Bancshares, Inc. ("Three Rivers"), Three Rivers merged with and
into FLAG (the "Merger") on May 12, 1998 (the "Effective Time"). FLAG was the
surviving corporation in the Merger, and the wholly owned subsidiary of Three
Rivers became a wholly owned subsidiary of FLAG. At the Effective Time, each
then outstanding share of the common stock, $1.00 par value per share, of Three
Rivers (the "Three Rivers Common Stock") (excluding shares held by any Three
Rivers entity or any FLAG entity, in each case other than in a fiduciary
capacity or as a result of debts previously contracted) ceased to be outstanding
and was converted into and exchanged for the right to receive 48.00 shares (the
"Exchange Ratio") of the common stock, $1.00 par value per share, of FLAG (the
"FLAG Common Stock"). As a result, FLAG issued approximately 398,400 shares of
FLAG Common Stock to the former Three Rivers shareholders in exchange for all of
the 8,300 shares of Three Rivers Common Stock that were issued and outstanding
at the Effective Time (with FLAG paying cash to the former Three Rivers
shareholders in lieu of issuing fractional shares of FLAG Common Stock).
Pursuant to the Merger Agreement, J. Preston Martin, the former President and
Chief Executive Officer of Three Rivers, will become a member of FLAG's Board of
Directors following the Effective Time.
The foregoing is qualified in its entirety by reference to the Merger Agreement,
which is hereby incorporated by reference herein.
Item 5. Other Events
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On May 12, 1998, the Registrant announced the completion of the merger with
Three Rivers Bancshares, Inc., pursuant to which Three Rivers Bancshares, Inc.
merged with and into the Registrant. Attached hereto is the press release
regarding the announcement of the closing 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 12, 1998, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit No. Description
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99.1 Press Release, dated May 12, 1998
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.
FLAG Financial Corporation
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(Registrant)
Date: May 22, 1998 By: /s/ Ellison C. Rudd
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(Signature)
Name: Ellison C. Rudd
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Title: Chief Financial Officer
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FOR IMMEDIATE RELEASE
Contact: Susan R. Huckabee
Investor Relations Coordinator
Telephone: (706) 845-5140
FLAG Financial Corporation Completes Merger With
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Three Rivers Bancshares, Inc.
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LaGrange, GA (May 12, 1998) - FLAG Financial Corporation (OTC:FLAG) Chairman
John S. Holle, announced today that FLAG Financial Corporation had completed its
merger with Three Rivers Bancshares, Inc. ("TRB"), parent company of Bank of
Milan in Milan, Georgia. The transaction will be accounted for as a pooling of
interests and is expected to be accretive to FLAG's earnings per share. As of
March 31, 1998, TRB had approximately $36 million in assets and operated two
branch offices located in Milan and McRae, Georgia.
J. Daniel Speight, Jr., FLAG's President and CEO, stated, "The closing of this
transaction takes us one step further in our continued plan of building a
partnership of community banks throughout Georgia. We are very excited about the
enhanced opportunities to build shareholder value as a result of this
transaction. We look forward to the contributions Preston Martin, formerly the
President and CEO of Three Rivers Bancshares, Inc., will make as a member of our
Board of Directors and management team."
J. Preston Martin, President and CEO of Bank of Milan, added, "This merger was
an excellent opportunity for the Bank of Milan to become a partner of an
organization that will provide Bank of Milan with significant benefits and
financial resources while retaining the personal services and local
decision-making that is so important to the communities we serve. FLAG offers
the Bank of Milan support and services that we could not afford on our own. Our
common commitment to customer service, community involvement and the investment
in our staff and facilities should enable us to leverage one anothe's strengths
and to create an even better organization than either of us could maintain on a
stand-alone basis."
FLAG Financial Corporation is a multi-bank holding company whose wholly-owned
subsidiaries are First Federal Savings Bank of LaGrange, Citizens Bank and Bank
of Milan. FLAG reported assets of approximately $395 million as of March 31,
1998. On a combined pro forma basis, including the Bank of Milan, assets would
have been approximately $432 million at March 31, 1998. Total stockholders'
equity was approximately $34 million at the end of the first quarter in 1998.
Through FLAG's partner banks, it provides a broad range of financial products
and services serving 18 offices in communities extending from west central to
middle Georgia.
FLAG currently has 3,448,924 shares of Common Stock outstanding, including those
issued in connection with the TRB transaction. FLAG Common Stock is traded and
quoted on The Nasdaq National Market under the symbol "FLAG."
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