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): October 19, 1999
(October 18, 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 October 18, 1999, the Registrant and Abbeville Capital Corporation,
parent company of The Bank of Abbeville, located in Abbeville, South Carolina,
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 October 18, 1999, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press Release, dated October 18, 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: October 19, 1999
FLAG Financial Corporation
/s/ John S. Holle
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By John S. Holle
Chairman of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: John S. Holle - FLAG Financial Corporation (706/845-5005)
J. Daniel Speight, Jr. - FLAG Financial Corporation (912/268-2200)
Thomas D. Sherard, Jr. - Abbeville Capital Corporation (864/459-9676)
FLAG FINANCIAL CORPORATION ANNOUNCES
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TERMINATION OF MERGER AGREEMENT WITH
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ABBEVILLE CAPITAL CORPORATION
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LAGRANGE, GA (OCTOBER 18, 1999) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
John S. Holle, Chairman of the Board, and J. Daniel Speight, Jr., President and
Chief Executive Officer, of FLAG Financial Corporation, located in LaGrange,
Georgia, and Thomas D. Sherard, Jr., President and Chief Executive Officer, of
Abbeville Capital Corporation, parent company of The Bank of Abbeville, located
in Abbeville, South Carolina, announced today that they have mutually agreed to
cancel their plans to merge. The proposed merger was announced in March of this
year.
FLAG will continue to implement the strategy of expanding its partnership of
community banks, as well an integrating the operations of those institutions
with whom it has already merged. During 1999, FLAG merged with four partner
banks, and, for the balance of the year and the first part of 2000, will be
focused on completing this integration process and leveraging the many
investments in infrastructure that were made during 1999.
In commenting on the termination agreement, John S. Holle, and J. Daniel
Speight, Jr., stated, "While we greatly admire the operation that Don Sherard
and his people have built at The Bank of Abbeville, we have mutually agreed that
the timing is not right to consummate our proposed transaction. However, this
decision will have no impact on FLAG's partner bank program and we will continue
to seek attractive partner banks in FLAG's existing and contiguous markets. We
also wish Don and the rest of his organization the best of luck."
Thomas D. Sherard, Jr., President and CEO of Abbeville Capital Corporation,
stated, "While we did not feel that it was the right time for Abbeville Capital
Corporation to take this significant step, we have tremendous respect for FLAG
Financial Corporation and its people. We look forward to our continued
relationship with FLAG and its partner banks."
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FLAG Financial Corporation is a multi-bank holding company whose wholly-owned
subsidiaries are First Flag Bank, in LaGrange, Georgia, Citizens Bank, in
Vienna, Georgia and Thomaston Federal Savings Bank, in Thomaston, Georgia.
Partner banks, which include The Bank of Milan, based in Milan, Georgia, The
Brown Bank, based in Metter, Georgia, and Empire Banking Company, based in
Homerville, Georgia, were successfully merged into Citizens Bank at year-end
1998. Most recently, First Hogansville Bankshares, Inc., parent company of The
Citizens Bank, located in Hogansville, Georgia, merged into FLAG. Including the
FLAG Mortgage consolidation, the Hogansville merger, and the openings of First
Flag Bank - Statesboro, First Flag Bank - Atlanta and The Eagle's Landing
Center, FLAG's franchise will include 28 offices in 14 communities. FLAG is also
a service provider of mortgage, appraisal, investment and insurance services
through FLAG Mortgage, FLAG Appraisal Services, FLAG Investment Services and
FLAG Insurance Services.
FLAG currently has approximately 8.3 million shares of common stock outstanding.
FLAG's common stock is traded and quoted on The Nasdaq National Market under the
symbol "FLAG."
Except for historical information contained herein, the matters discussed in
this press release consist of forward-looking information under the Private
Securities Litigation Reform Act of 1995. The accuracy of the forward-looking
information is necessarily subject to and involves risks and uncertainties which
could cause actual results to differ materially from the forward-looking
information. These risks and uncertainties include, but are not limited to,
general economic conditions, integration of acquired businesses, FLAG's
acquisition strategy, competition, and other factors set forth from time to time
in filings with the Securities and Exchange Commission. When used in this
release, the words "believes," "estimates," "plans," "expects," "should,"
"will," "may," "might," "outlook," and "anticipates" and similar expression as
they relate to FLAG (including its subsidiaries), or its management are intended
to identify forward-looking statements.
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