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): November 3, 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 November 3, 1998, the Registrant and Heart of Georgia Bancshares,
Inc., parent company of Mount Vernon Bank, executed a Mutual Termination
Agreement, pursuant to which the parties agreed to cancel their plans to merge.
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 November 4, 1998, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press Release, dated November 4, 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: November 16, 1998
FLAG Financial Corporation
/s/John S. Holle
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By John S. Holle
Chairman of the Board
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FOR IMMEDIATE RELEASE
Contact: Susan R. Huckabee - FLAG Financial Corporation - (706)/845-5140)
FLAG FINANCIAL CORPORATION ANNOUNCES
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TERMINATION OF MERGER AGREEMENT WITH
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HEART OF GEORGIA BANCSHARES, INC.
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LAGRANGE, GA (NOVEMBER 4, 1998) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
located in LaGrange, Georgia, and Heart of Georgia Bancshares, Inc., parent
company of the $33 million Mt. Vernon Bank in Mt. Vernon, Georgia, announced
today that they have mutually agreed to cancel their plans to merge. The
proposed merger was announced in August of this year.
In commenting on the termination agreement, John S. Holle, Chairman of the Board
of FLAG Financial Corporation, stated, "The FLAG program of building a
partnership of banks differs in many respects from a typical acquisition
program. Our emphasis is on partnership, timing, and enthusiasm. We greatly
admire the operation that Don Thigpen and his people have built at Mt. Vernon
and, even though we have mutually agreed that the timing is not right to
consummate our proposed transaction, we wish them the best. This decision will
have no impact on FLAG's other pending combinations or its partner bank program.
FLAG has made tremendous strides in its partner program and in its
infrastructure in 1998, and we expect to see even greater benefits from these
investments in 1999."
Don Thigpen, President and CEO of Heart of Georgia Bancshares, Inc., stated, "We
have tremendous respect for both the concept of FLAG Financial Corporation and
its people. On reflection, however, we did not feel that it was the right time
for Heart of Georgia to take this significant step. We still believe in the FLAG
concept, and we anticipate working closely with FLAG in the future."
FLAG Financial Corporation is a multi-bank holding company based in LaGrange,
Georgia. At September 30, 1998, it had total assets of $454 million and
shareholders' equity of approximately $40 million. FLAG has pending agreements
to acquire The Brown Bank in Metter, Georgia and Empire Banking Company in
Homerville, Georgia, as well as a Letter of Intent to acquire the Blackshear,
Georgia branch of First Georgia Bank. The acquisitions of The Brown Bank and
Empire Banking Company will not be affected by this announcement and are
expected to be consummated by year-end. The acquisition of the Blackshear branch
is contemplated to be consummated during the first quarter of 1999. On a
combined pro forma basis, including the pending mergers with The Brown Bank and
Empire Banking Company, FLAG is expected to have more than $550 million in
assets.
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