FLAG FINANCIAL CORP
8-K, 1998-10-06
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): September 30, 1998

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

         Georgia                     0-24532                 58-2094179
- --------------------------------------------------------------------------------
(State of Incorporation)    (Commission File Number) IRS Employer Identification
                                                                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 September 30, 1998,  the  Registrant  executed a Letter of Intent to
acquire the  Blackshear  Branch  Office from First  Georgia  Bank of  Brunswick,
Georgia.  Attached hereto is the press release regarding the announcement of the
acquisition.



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 September 30, 1998, issued by the Registrant.




                                       2
<PAGE>


                                INDEX OF EXHIBITS

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

99.1          Press release, dated September 30, 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:   October 6, 1998


                                            FLAG Financial Corporation


                                            /s/ John S. Holle
                                            -----------------
                                            By John S. Holle,
                                            Chairman of the Board



                                       3
<PAGE>



                              FOR IMMEDIATE RELEASE



Contact:      John S. Holle - FLAG Financial Corporation (706)/845-5005)
              J. Daniel Speight, Jr.- FLAG Financial Corporation (912/268-2200)
              Henry S. Bishop - First Georgia Bank (912/267-7283)


                      FLAG FINANCIAL CORPORATION ANNOUNCES
                      ------------------------------------
                  THE SIGNING OF A LETTER OF INTENT TO ACQUIRE
                  --------------------------------------------
                          BRANCH OF FIRST GEORGIA BANK
                          ----------------------------

LAGRANGE, GA (SEPTEMBER 30, 1998) -- FLAG FINANCIAL  CORPORATION (NASDAQ:  FLAG)
announced  today  that it had  executed  a  Letter  of  Intent  to  acquire  the
Blackshear, Georgia branch office from First Georgia Bank ("FGB"). Blackshear is
located in Pierce County and is approximately  10 miles from Waycross,  Georgia,
which is in the Southeast portion of the state.

As part of the  agreement,  FLAG Financial  Corporation  will acquire all of the
deposits of the branch,  which  totaled  approximately  $9.0 million at June 30,
1998, as well as certain fixed assets.  The branch held  approximately 6% of the
county's  deposits as of June 30,  1997,  the most recent date for which  market
share data was available. The branch's loan portfolio will be retained by FGB.

Commenting on the announcement,  John S. Holle,  FLAG's Chairman,  stated,  "The
addition of this branch will build upon  FLAG's  growing  presence in  Southeast
Georgia and  complements  the  operations  of Empire  Bank Corp.,  one of FLAG's
community bank partners."

J. Daniel Speight,  Jr., FLAG's President and CEO added,  "The Blackshear branch
is more than ten years old and has an established customer and deposit base. The
core deposits that FLAG acquires  through this transaction will provide a stable
source  of  funds to  support  our  lending  activities.  Additionally,  it will
strengthen our franchise in this attractive and growing market."

FLAG Financial  Corporation is the 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.  FLAG
currently  operates 19 offices serving the  communities of west central,  middle
and  southeast   Georgia  and,  as  of  June  30,  1998,  had  total  assets  of
approximately $443 million. Additionally,  FLAG previously announced the signing
of  definitive  agreements  relating  to the  combinations  with The Brown Bank,
Metter,  Georgia,  Heart of Georgia Bancshares,  Inc., Mount Vernon, Georgia and
Empire Bank Corp., Homerville, Georgia. These combinations should be complete by
the fourth quarter of 1998.

On a combined  pro forma  basis,  including  the pending  mergers with The Brown
Bank, Heart of Georgia Bancshares,  Inc. and Empire Bank Corp., FLAG is expected
to have more than $570  million  in assets  once the  transactions  are  closed.
Including  shares  issued as part of those  transactions,  as well as reflecting
FLAG's recent stock  dividend,  FLAG will have  approximately  7,007,000  shares
outstanding upon completion of the mergers.  Currently,  FLAG has  approximately
5.2 million  shares of common stock  outstanding  which are traded and quoted on
The Nasdaq National Market under the symbol "FLAG."




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