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) : January 21, 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 (IRS Employer
Number) 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
On January 21, 1998, the Registrant executed a Letter of Intent with Three
Rivers Bancshares, Inc. ("Three Rivers"), pursuant to which Three Rivers agreed
to merge with and into the Registrant. Attached hereto is the press release
regarding the announcement of the merger.
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 January 21, 1998, issued by the Registrant.
1
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release, dated January 21, 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: January 28, 1998
FLAG Financial Corporation
/s/Ellison C. Rudd
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By Ellison C. Rudd,
Chief Financial Officer
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FOR MMEDIATE RELEASE
For further information contact:
FLAG Financial Corporation - John S. Holle (706) 845-5005
Middle Georgia Bankshares, Inc. - J. Dan Speight, Jr. (912) 268-2056
Three Rivers Bancshares, Inc. - J. Preston Martin (912) 362-4483
FLAG FINCANCIAL CORPORATION AND THREE RIVERS BANCSHARES, INC.,
ANNOUNCE MERGER
LaGrange, GA (January 21, 1998) - FLAG Financial Corporation, parent company of
First Federal Savings Bank of LaGrange in LaGrange, Georgia, and Three Rivers
Bancshares, Inc., parent company of Bank of Milan in Milan, Georgia, today
announced they have executed a Letter of Intent to combine their two operations
by means of a tax-free merger, to be accounted for as a purchased business
combination. The proposed combination is subject to final due diligence,
regulatory approval and approval by the shareholders of Three Rivers and FLAG.
Under the terms of the proposed agreement, shareholders of Three Rivers will
receive 41 shares of FLAG common stock for each share of Three Rivers.
Accordingly, due to the fact that Three Rivers has 8,300 shares of stock
outstanding, an additional 340,300 shares of FLAG common stock will be issued
which equates to a purchase price of approximately $6.2 million.
FLAG Financial had previously announced its combination with Middle Georgia
Bankshares, Inc., parent company of Citizens Bank in Vienna, Georgia. Both
combinations are projected to be completed during the first half of 1998, and
both are expected to be accretive to FLAG's earnings for 1998. At the conclusion
of both of these transactions, the total outstanding shares of FLAG will
increase from approximately 2,037,000 to approximately 3,390,000.
John S. Holle, Chairman and Chief Executive Officer of FLAG Financial,
commented: "We are delighted to welcome Three Rivers and its Chief Executive
Officer, Preston Martin, to the FLAG partnership of strong financial
institutions. Like Middle Georgia, whose combination with FLAG is pending, Three
Rivers and its subsidiary, Bank of Milan, are proven, high-performance
institutions whose market fits comfortably with those of Citizens Bank."
J. Preston Martin, President and Chief Executive Officer of Three Rivers,
stated: "I am pleased to have our Company join FLAG and Middle Georgia to help
build a new type of partnership that delivers community banking services
throughout Georgia. We bring to the table a record of solid earnings and strong
capital, and in combination with our new partners we anticipate significant
growth of our commercial banking services in Central Georgia. John Holle and Dan
Speight have designed a strategic plan based on customer service, community
responsiveness and high profitability. This is a plan which our Bank can
enthusiastically support to bring value to the shareholders of our institution
and of FLAG."
Under the terms of the proposed combination, Mr. Martin will join the Board of
Directors of FLAG and serve as Senior Vice President of the Company and retain
the position of President of Bank of Milan.
FLAG Financial had assets at December 31, 1997, of $247,985,282, deposits of
$179,610,180, loans of $166,823,299, and net income for the year then ended of
$2,033,114. Three Rivers, which has two offices, one in Milan and one in McRae,
Georgia, had assets at December 31, 1997, of $34,037,192, deposits of
$30,772,000, loans of $25,847,983, and net income for the year then ended of
$664,321. On a combined pro forma basis with the combination with Middle Georgia
and Three Rivers at December 31, 1997, FLAG would have had total assets of
$410,765,095, deposits of $323,989,233, and loans of $280,445,750. Upon
consummation of the combinations with Middle Georgia and Three Rivers, FLAG will
have 13 banking offices in nine communities in Georgia, along with a
full-service mortgage banking operation and a consumer-finance office.
Mr. Holle concluded: "We are all very anxious to consummate these two
combinations. Dan Speight and I are very excited at the prospect of having other
partners join us as we build an outstanding Georgia franchise. Even in our
smallest communities, our customers demand a full range of services, something
that is hard to provide with a limited asset base. By bringing together senior
executives with proven track records, a common strategic focus on the effective
delivery of community bank services, solid profitability, and the enhancement of
shareholder value, we hope to build a new type of partnership for Georgia banks
and bankers. Dan Speight and I could not be more pleased to welcome Preston
Martin and Three Rivers to our partnership."
Shares of FLAG trade on the NASDAQ National Market System under the symbol
"FLAG."
