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): March 31, 1998
FLAG FINANCIAL CORPORATION
(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 October 28, 1997
(the "Merger Agreement"), by and between FLAG Financial Corporation ("FLAG") and
Middle Georgia Bankshares, Inc. ("Middle Georgia"), Middle Georgia merged with
and into FLAG (the "Merger") on March 31, 1998 (the "Effective Time"). FLAG was
the surviving corporation in the Merger, and the wholly-owned subsidiaries of
Middle Georgia became wholly-owned subsidiaries of FLAG. At the Effective Time,
each then outstanding share of the common stock, $1.00 par value per share, of
Middle Georgia (the "Middle Georgia Common Stock") (excluding shares held by any
Middle Georgia 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 15.75 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 1,012,284 shares of
FLAG Common Stock to the former Middle Georgia shareholders in exchange for all
of the 64,272 shares of Middle Georgia Common Stock that were issued and
outstanding at the Effective Time (with FLAG paying cash to the former Middle
Georgia shareholders in lieu of issuing fractional shares of FLAG Common Stock).
Pursuant to the Merger Agreement, J. Daniel Speight, Jr., a former director
and the former Chief Executive Officer of Middle Georgia, Patti S. Davis, the
former Secretary and Chief Financial Officer of Middle Georgia, and James W.
Johnson, former Chairman of the Board of Middle Georgia, became members of
FLAG's Board of Directors. In addition, Mr. Speight became the President and
Chief Executive Officer of FLAG and Ms. Davis became the Secretary and Senior
Vice President of FLAG following the Effective Time, pursuant to employment
agreements which those individuals entered into with FLAG.
The foregoing is qualified in its entirety by reference to the Merger
Agreement, which is hereby incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
In accordance with Item 7(a)(4) of Form 8-K, any historical financial
statements of Middle Georgia required to be filed with the Commission will be
filed as an amendment to this report under cover of Form 8-K/A on or before June
15, 1998.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, any pro forma financial
information required to be filed with the Commission will be filed as an
amendment to this report under cover of Form 8-K/A on or before June 15, 1998.
(c) Exhibits.
Exhibit. No. Description
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2 - Agreement and Plan of Merger, dated as of October 28, 1997, by
and between FLAG Financial Corporation and Middle Georgia
Bankshares, Inc. (incorporated herein by reference from
Exhibit 2 to the registrant's Registration Statement on
Form S-4, Registration No. 333-44011)
2
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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 April 15, 1998 By /s/ J. Daniel Speight, Jr.
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(Signature)
Name J. Daniel Speight, Jr.
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Title President and Chief Executive Officer
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INDEX OF EXHIBITS
Exhibit No. Description
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2 - Agreement and Plan of Merger, dated as of October 28, 1997,
by and between FLAG Financial Corporation and Middle Georgia
Bankshares, Inc.(incorporated herein by reference from
Exhibit 2 to the registrant's Registration Statement on
Form S-4, Registration No. 333-44011)
FOR IMMEDIATE RELEASE
Contact: Susan R. Huckabee
Investor Relations Coordinator
Telephone: (706)845-5140
FLAG FINANCIAL CORPORATION COMPLETES MERGERS WITH
MIDDLE GEORGIA BANKSHARES, INC.
LaGrange, GA (April 8, 1998) - FLAG Financial Corporation, Chairman of the
Board, John S. Holle, announced today that FLAG Financial Corporation, had
completed its merger with Middle Georgia Bankshares, Inc. ("MGB"), holding
company for Citizens Bank based in Vienna, GA. The transaction will be accounted
for as a pooling of interests and would have given FLAG combined total assets of
approximately $377 million at December 31, 1997.
"We are very excited about the merger of these two institutions, the first in
FLAG's vision of a partnership of many community banks. Both institutions have a
long history of outstanding personal service to their customers and communities.
We have worked diligently to complete the transaction and look forward to
realizing many benefits from this combination," said Mr. Holle.
Dan Speight, former Chief Executive Officer of Middle Georgia Bankshares, Inc.,
and who will become FLAG Financial Corporation's Chief Executive Officer and
President, added, "The two institutions are highly complementary, and the
management from both institutions share a common vision of success through
customer service, community involvement and the investment in personnel and
technology. Further, we believe our strategies will enable FLAG to maintain its
strong record of building shareholder value."
The previously announced merger agreement between FLAG and Three Rivers
Bancshares, Inc. ("TRB") should close by mid-second quarter of this year.
The completion of the merger with MGB and TRB will increase FLAG's market
presence to 16 offices in 11 communities serving the west central and middle
Georgia market areas. With the merger of MGB effective March 31, 1998, FLAG's
number of shares outstanding has increased to approximately 3,049,000 shares
with total capitalization of approximately $34 million. FLAG's Common Stock is
traded and quoted on The Nasdaq National Market under the symbol "FLAG."
