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): June 1, 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 June 1, 1998, the Registrant executed a Letter of Intent with Empire
Bank Corporation ("Empire Bank"), parent company of Empire Banking Company,
pursuant to which Empire Bank Corporation 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 June 1, 1998, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press release, dated June 1, 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: June 4, 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
Contact: John S. Holle (706/845-5005)
J. Daniel Speight, Jr. (912/268-2056)
Leonard H. Bateman (912/487-5355)
FLAG Financial Corporation And
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Empire Bank Corporation Announce Combination
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LaGrange, GA (June 1, 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 Empire Bank Corporation ("Empire Bank "),
parent company of Empire Banking Company, located in Homerville, Georgia, have
announced the execution of a Letter of Intent to combine their two operations by
means of a tax-free merger. Empire Bank has offices in Homerville and Waycross,
Georgia, both of which are located in southeast Georgia.
Under the terms of the proposed agreement, shareholders of Empire Bank will
receive 28.65 shares of FLAG common stock for each share of Empire 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 Empire Bank and FLAG.
The transaction is expected to be accretive to future earnings of FLAG.
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG, stated,
"Empire Bank Corporation is an excellent community bank with a highly capable
management team. This merger will provide us with a solid foundation from which
we can build an even stronger presence in southeast Georgia"
Leonard Bateman, President and Chief Executive Officer of Empire Bank, added,
"We are very excited to be a part of this growing partnership of community
banks. We believe our pooled talents and resources will better enable us to
confront the difficult technological and competitive pressures that confront
most community banks today. As a team, we are much stronger than we are
individually."
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.
Additionally, FLAG has pending mergers with The Brown Bank, in Metter, Georgia
and Mount Vernon Bank, in Mount Vernon, Georgia. On a combined pro forma basis,
including Empire Bank, FLAG's assets will increase to in excess of $570 million.
FLAG currently has 3.4 million shares of common stock outstanding which are
traded and quoted on The Nasdaq National Market under the symbol "FLAG."
Subsequent to the previously announced 3-for-2 stock split payable June 3, 1998,
there will be approximately 5.2 million shares outstanding.
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