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 6, 1999
(September 30, 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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Pursuant to an Agreement and Plan of Merger, dated as of June 1, 1999, (the
"Merger Agreement"), by and between FLAG Financial Corporation ("FLAG") and
First Hogansville Bankshares, Inc., ("Hogansville"), Hogansville merged with and
into FLAG Financial Corporation. The merger became effective on September 30,
1999, (the "Effective Time"). At the Effective Time, each then outstanding share
of the common stock, $10.00 par value per share, of Hogansville (the
"Hogansville Common Stock") (excluding shares held by any Hogansville 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 6.08466 shares (the "Exchange Ratio") of
the common stock, $1.00 par value per share, of FLAG (the "FLAG Common Stock").
As a result, FLAG issued approximately 575,000 shares of FLAG Common Stock to
the former Hogansville shareholders in exchange for all of the 94,500 shares of
Hogansville Common Stock that were issued and outstanding at the Effective Time.
FLAG will pay cash to the former Hogansville shareholders in lieu of issuing
fractional shares of FLAG Common Stock.
Pursuant to the Merger Agreement, John R. Hines, Jr., Chairman of the Board and
President of Hogansville, will become a director of FLAG and First Flag Bank -
LaGrange and John C. McKibben, former director of Hogansville will become a
director of First Flag Bank - LaGrange.
The foregoing is qualified in its entirely by reference to the Merger Agreement
which is hereby incorporated by reference herein.
FLAG intends to merge The Citizens Bank, which was a wholly-owned subsidiary of
Hogansville, with First Flag Bank, FLAG's wholly-owned subsidiary located in
LaGrange, Georgia. FLAG anticipates the merger of The Citizens Bank and First
Flag Bank will be completed during the fourth quarter of 1999.
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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(c) Exhibits. The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger by and between FLAG Financial Corporation
and First Hogansville Bankshares, Inc., dated as of June 1, 1999
(incorporated by reference from FLAG Financial Corporation's
Registration Statement on Form S-4, Registration No. 333-84151).
99.1 Press Release, dated October 1, 1999, issued by the Registrant. 2
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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: October 6, 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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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)
John R. Hines, Jr. - The Citizens Bank (706/637-6621)
FLAG Financial Corporation Completes Merger With
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First Hogansville Bankshares, Inc. (The Citizens Bank, Hogansville, Georgia)
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LaGrange, GA (October 1, 1999) -- FLAG Financial Corporation (NASDAQ:FLAG)
Chairman, John S. Holle, and President and CEO, J. Daniel Speight, Jr.,
announced today that FLAG Financial Corporation had completed its merger with
First Hogansville Bankshares, Inc., ("Hogansville") parent company of The
Citizens Bank ("Citizens"), located in Hogansville, Troup County, Georgia. The
merger became effective September 30, 1999 and was accomplished through merging
First Hogansville Bankshares, Inc. with and into FLAG Financial Corporation. As
a result of the merger, The Citizens Bank has become a subsidiary of FLAG
Financial Corporation. FLAG Financial Corporation intends to merge The Citizens
Bank with its subsidiary, First Flag Bank, which is located in LaGrange,
Georgia. Accordingly, John R Hines, Jr. will become a director of FLAG and First
Flag Bank - LaGrange and John C. McKibben, of Hogansville, Georgia, will become
a director of First Flag Bank - LaGrange. FLAG anticipates the merger of The
Citizens Bank and First Flag Bank to be completed during the fourth quarter of
1999.
The transaction will be as accounted for as a pooling of interests. As of June
30, 1999, Citizens had approximately $30 million in assets and operated one
full-service office and one supermarket banking office in Hogansville, Georgia.
Citizens is located approximately 13 miles from LaGrange, Georgia. This merger
marks FLAG's completion of its sixth partnership of community banks.
The terms of the agreement provide that Hogansville shareholders will receive
6.08466 shares of FLAG Financial Corporation Common Stock for each share of
Hogansville Common Stock. The transaction will increase FLAG shares outstanding
to approximately 8.3 million shares.
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John R. Hines, Jr., President and CEO of The Citizens Bank, stated "This
partnership will enhance our ability to provide a broad range of products to our
customers while significantly strengthening our technological and operational
capabilities. Additionally, I am pleased our stockholders will have an
opportunity to retain their ownership in a local company with a strong
commitment to community banking."
Commenting on the merger, John S. Holle and J. Daniel Speight, Jr., stated, "The
Citizens Bank in Hogansville is a great addition to the FLAG family of Partner
Banks. The merger will serve to complement the existing service provided to
Troup County and the west Georgia market. It is a great honor to have the
opportunity to combine our resources with John Hines, the Board of Directors and
staff of The Citizens Bank and the city of Hogansville and surrounding area.
This partnership is a natural fit that will serve to complement both
organizations and their respective constituencies for many years."
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. Additionally, Abbeville Capital Corporation, parent company of The Bank of
Abbeville, located in Abbeville, South Carolina is scheduled to combine with
FLAG. Including the Hogansville merger, the proposed merger with Abbeville and
the branch openings of First Flag Bank - Statesboro, First Flag Bank - Atlanta
and The Eagle's Landing Center, FLAG's franchise will increase to 35 offices in
19 communities.
FLAG currently has 7.7 million shares of common stock outstanding. FLAG's common
stock is traded and quoted on The Nasdaq National Market under the symbol
"FLAG."
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