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 11, 1999
(December 31, 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 2. Acquisition or Disposition of Assets.
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Pursuant to an Agreement and Plan of Merger, dated as of July 24, 1998, (the
"Merger Agreement"), by and among FLAG Financial Corporation ("FLAG"), Citizens
Bank, a wholly-owned subsidiary of FLAG, and The Brown Bank ("Brown"), Brown
merged with and into Citizens Bank (the "Merger") on December 31, 1998 (the
"Effective Time"), Citizens Bank was the surviving corporation in the Merger. At
the Effective Time, each then outstanding share of the common stock, $1.00 per
value per share, of Brown (the "Brown Common Stock") (excluding shares held by
any Brown entity or any FLAG entity, in each case other than in a fiduciary
capacity or as a result of debts previously contracted) ceased to be outstanding
and was converted into and exchanged for the right to receive 1.50 shares (the
"Exchange Ratio") of the common stock, $1.00 per value per share, of FLAG (the
"FLAG Common Stock"). As a result, FLAG issued approximately 255,000 shares of
FLAG Common Stock to the former Brown shareholders in exchange for all of the
170,000 shares of Brown Common Stock that were issued and outstanding at the
Effective Time (with FLAG paying cash to the former Brown shareholders in lieu
of issuing fractional shares of FLAG Common Stock).
Pursuant to the Merger Agreement, Dennis D. Allen, the former President and
Chief Executive Officer of The Brown Bank, will become a member of FLAG's Board
of Directors following the effective time.
The foregoing is qualified in its entirely by reference to the Merger Agreement
which is hereby incorporated by reference herein.
Item 5. Other Events
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On January 6, 1999, the Registrant announced the completion of the merger with
The Brown Bank, pursuant to which The Brown Bank merged with and into the
Registrant. Attached hereto is the press release regarding the announcement of
the closing of the merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired
Pursuant to Item 2(b)(4), no financial statements are required to
be filed with this Current Report on Form 8-K.
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(b) Pro Forma Financial Information
Pursuant to Item 2(b)(4), no financial statements are required to
be filed with this Current Report on Form 8-K.
(c) Exhibits. The following exhibits are filed as part of this report:
2 Agreement and Plan of Merger by and among FLAG Financial
Corporation, Citizens Bank and The Brown Bank, dated as of
July 24, 1998 (incorporated by reference from FLAG Financial
Corporation's Registration Statement on from S-4, Registration
No. 333-65809).
99.1 Press Release, dated January 6, 1999, issued by the Registrant.
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SIGNATURE
Pursuant to the requirement 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.
FLAG Financial Corporation
(Registrant)
Dated: January 11, 1999 By: /s/John S. Holle
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(Signature)
Name: John S. Holle
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Title: Chairman of the Board
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FOR IMMEDIATE RELEASE
Contact: Susan R. Huckabee
Investor Relations Coordinator
Telephone: (706) 845-5140
FLAG FINANCIAL CORPORATION COMPLETES MERGER WITH
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THE BROWN BANK, PARTNER BANKS MERGE INTO CITIZENS BANK
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LAGRANGE, GA (JANUARY 6, 1999) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
Chairman, John S. Holle, announced today that FLAG Financial Corporation had
completed its merger with The Brown Bank, ("Brown"), located in Metter, Georgia.
The merger became effective December 31, 1998 and was accomplished through
merging The Brown Bank into Citizens Bank, a subsidiary of FLAG Financial
Corporation. The transaction will be accounted for as a pooling of interests and
is expected to be accretive to FLAG's earnings per share. As of September 30,
1998, Brown had approximately $27 million in assets and operated three branch
offices in Metter, Cobbtown and Reidsville, Georgia.
Additionally, two of FLAG's partner banks, Bank of Milan ("Milan") located in
Milan and McRae, Georgia and Empire Banking Company, ("Empire"), located in
Homerville and Waycross, Georgia, merged with and into Citizens Bank, a
subsidiary of FLAG. The merger became effective January 1, 1999 after approval
by the Georgia Department of Banking and Finance and the FDIC. Brown, Milan and
Empire will now operate under the charter of Citizens Bank, a state chartered
commercial bank; however, each partner bank will retain their established
community bank name.
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG, stated,
"We are delighted to have closed on The Brown Bank transaction. The Brown Bank
is a fine institution and we are committed to maintaining its record of
outstanding service. Additionally, by retaining the name of The Brown Bank, Bank
of Milan and Empire Banking Company, but merging them into Citizens Bank, we can
increase our efficiency while preserving our identities."
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Dennis D. Allen, President and Chief Executive Officer of The Brown Bank, added,
"This partnership will blend the broader resources of an institution like FLAG
with the relationships and established presence of The Brown Bank. We are
excited as an institution to be a part of this growing partnership of community
bankers."
FLAG Financial Corporation is the 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
operates 24 offices serving the communities of west central, middle and
southeast Georgia. As of September 30, 1998, FLAG had total assets of
approximately $551 million and shareholders' equity in excess of $47 million.
FLAG has a Letter of Intent to acquire the Blackshear, Georgia branch of First
Georgia Bank. 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 acquisition of the Blackshear branch, FLAG is expected to have
more than $560 million in assets once the transaction is closed. Currently, FLAG
has approximately 6.6 million shares outstanding which are traded and quoted on
The Nasdaq National Market under the symbol "FLAG."
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