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): March 12, 1999
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 March 12, 1999, the Registrant executed a Letter of Intent with
Thomaston Federal Savings Bank ("Thomaston"), located in Thomaston, Georgia. The
Letter of Intent provides that a wholly-owned subsidiary of the Registrant,
formed for the purpose of effecting the merger, will merge into Thomaston and,
as a result, Thomaston will become a wholly-owned subsidiary of the Registrant.
Attached hereto is a copy of the announcement of the combination.
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 March 12, 1999, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press release, dated March 12, 1999.
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: March 18, 1999
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: John S. Holle - FLAG Financial Corporation (706/845-5005)
J. Daniel Speight, Jr. - FLAG Financial Corporation (912/268-2200)
Robert G. Cochran - Thomaston Federal Savings Bank (706/647-6601)
Flag Financial Corporation and Thomaston Federal Savings Bank
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Thomaston, Georgia, Announce Combination
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LaGrange, GA (March 12, 1999) -- FLAG Financial Corporation (NASDAQ: FLAG)
Chairman, John S. Holle, and President and CEO, J. Daniel Speight, Jr.,
announced today that FLAG Financial Corporation and Thomaston Federal Savings
Bank ("Thomaston Federal"), of Thomaston, Georgia, have announced the execution
of a Letter of Intent to combine their two operations by means of a tax-free
merger. Thomaston Federal operates one office located in Thomaston, Upson
County, Georgia and mortgage production offices in Columbus and Macon, Georgia
and Phenix City and Auburn, Alabama.
Under the terms of the proposed agreement, shareholders of Thomaston
Federal Savings Bank will receive 1.7275 shares of FLAG common stock for each
share of Thomaston Federal Savings Bank common stock. The merger, which is
anticipated to be accounted for as a pooling of interests, is projected to be
consummated during the third quarter of 1999, pending execution of a definitive
agreement, final due diligence, regulatory approval and approval by the
shareholders of Thomaston Federal Savings Bank. The transaction is expected to
be accretive to future earnings of FLAG.
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG,
stated, "Thomaston Federal Savings Bank in Thomaston is an excellent financial
institution and is strategically located between LaGrange and Macon, Georgia. We
look forward to introducing Thomaston Federal Savings Bank's customers to a
broader array of products and services and are pleased that their shareholders
and employees will now become a part of the FLAG Financial Corporation team.
Additionally, by retaining the Thomaston Federal thrift charter, FLAG will be
positioned going forward to operate with maximum regulatory flexibility."
Robert G. Cochran, President and Chief Executive Officer of Thomaston
Federal Savings Bank, added, "The combination of Thomaston Federal into FLAG
Financial is a strategic move which allows our organization to retain the
community identity we think is essential, and at the same time, secure the
operating support of a more diversified organization like FLAG. The operating
philosophy of being a "Partner Bank" provides great assurance to our employees,
customers and community. We look forward to integrating the business success of
Thomaston Federal into FLAG."
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Under the terms of the proposed combination, Mr. Cochran will join the
Board of Directors of FLAG and retain the position of President and CEO of
Thomaston Federal Savings Bank. Terms also call for the Thomaston Federal Board
of Directors to remain intact.
FLAG recently announced the execution of a Letter of Intent to merge with
First Hogansville Bankshares, Inc., parent company of The Citizens Bank, located
in Hogansville, Georgia, as well as the opening of FLAG's first de novo branch,
First Flag Bank - Statesboro. In addition, FLAG previously signed a definitive
agreement to acquire the Blackshear branch office of First Georgia Bank. The
addition of Thomaston Federal and The Citizens Bank along with the establishment
of First Flag Bank - Statesboro and the acquisition of the Blackshear branch
office of First Georgia Bank will increase FLAG's franchise to 32 offices
serving 15 communities in west central, middle and southeast Georgia.
John S. Holle, Chairman of FLAG, concluded, "It is a great honor to have
the opportunity to combine our resources with Bob Cochran, the Board of
Directors and staff of Thomaston Federal. Bob and I have had a professional
relationship for over twenty years. Our banking philosophies are very similar
and we look forward to the strong tradition of community banking he will bring
to FLAG. His valuable leadership will complement our organization as we continue
to build on our "Partner Bank" philosophy"
FLAG Financial Corporation is a multi-bank holding company, whose
wholly-owned subsidiaries are First Flag Bank LaGrange (formerly First Federal
Savings Bank of LaGrange), in LaGrange, Georgia and Citizens Bank, in Vienna,
Georgia. FLAG reported assets of approximately $550 million at December 31,
1998. On a combined pro forma basis, including the merger with Thomaston Federal
and the pending merger with The Citizens Bank, FLAG's assets will increase to
approximately $634 million. Including shares issued as part of the completion of
the Thomaston Federal transaction and the pending announcement of The Citizens
Bank, FLAG will have approximately 8,312,000 shares outstanding. FLAG currently
has approximately 6.6 million shares outstanding which are traded and quoted on
The Nasdaq Stock Market under the symbol "FLAG".
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