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 28, 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)
Registran's telephone number, including area code: (706) 845-5000
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Item 5. Other Events
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On May 28, 1998, the Registrant executed a Letter of Intent with Heart of
Georgia Bancshares, Inc. ("Heart of Georgia"), parent company of Mount Vernon
Bank, pursuant to which Heart of Georgia Bancshares, Inc. 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 May 28, 1998, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press release, dated May 28, 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)
Donald M. Thigpen (912/583-2225)
FLAG Financial Corporation And
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Heart Of Georgia Bancshares, Inc., Announce Combination
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LaGrange, GA (May 28, 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 Heart of Georgia Bancshares, Inc. ("Heart of
Georgia") located in Mount Vernon, Georgia have announced the execution of a
Letter of Intent to combine their two operations by means of a tax-free merger.
Under the terms of the proposed agreement, shareholders of Heart of Georgia will
receive 1.35 shares of FLAG common stock for each share of Heart of Georgia
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 Heart of Georgia 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, added,
"We are very excited about adding Heart of Georgia Bancshares, parent company of
Mount Vernon Bank, to our team of community bankers. Heart of Georgia Bancshares
is located close to both The Bank of Milan, which FLAG merged with on May 12,
1998, and The Brown Bank, which recently signed a Letter of Intent with FLAG.
The addition of Heart of Georgia Bancshares will give us an even stronger
presence in this attractive and growing area of Georgia."
Don Thigpen, President and Chief Executive Officer of Heart of Georgia, stated,
"Our merger with FLAG will provide benefits to many of our constituents. Our
customers will benefit from an expanded base of services, our employees will
benefit from broader career opportunities and our shareholders will benefit from
greater liquidity in their investment and the prospect of enhanced long-term
returns. With all the financial and technological changes occurring in the
banking industry today it is imperative that community banks partner together to
remain competitive. Banks must be positioned to provide total financial services
to each customer in our market areas. We are excited to have the opportunity to
join the FLAG partnership of community banks and be a part of this vibrant and
expanding organization."
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 a pending merger with The Brown Bank in Metter, Georgia.
On a combined pro forma basis, including Mount Vernon Bank, FLAG's assets will
increase to in excess of $500 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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