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): August 30, 1999
(August 27, 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 2. Acquisition or Disposition of Assets.
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Pursuant to an Agreement and Plan of Merger, dated as of May 7, 1999, (the
"Merger Agreement"), by and between FLAG Financial Corporation ("FLAG") and
Thomaston Federal Savings Bank ("Thomaston"), Thomaston merged with a
wholly-owned subsidiary of FLAG created solely to facilitate the merger. The
merger became effective on August 27, 1999, (the "Effective Time"). At the
Effective Time, each then outstanding share of the common stock, $1.00 par value
per share, of Thomaston (the "Thomaston Common Stock") (excluding shares held by
any Thomaston 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 1.7275 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 1,126,000 shares of
FLAG Common Stock to the former Thomaston shareholders in exchange for all of
the 652,089 shares of Thomaston Common Stock that were issued and outstanding at
the Effective Time. FLAG will pay cash to the former Thomaston shareholders in
lieu of issuing fractional shares of FLAG Common Stock.
Pursuant to the Merger Agreement, Robert G. Cochran, President and Chief
Executive Officer of Thomaston, will become a member of FLAG's Board of
Directors.
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 August 30, 1999, FLAG announced the completion of the merger with FLAG
Financial Corporation, pursuant to which Thomaston Federal Savings Bank merged
into a wholly-owned subsidiary of FLAG. 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 between FLAG Financial Corporation
and Thomaston Federal Savings Bank, dated as of May 7, 1999
(incorporated by reference from FLAG Financial Corporation's
Registration Statement on Form S-4, Registration No. 333-65809).
99.1 Press Release, dated August 30, 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: September 3, 1999 By: /s/ John S. Holle
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(Signature)
Name: John S. Holle
Title: 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 COMPLETES MERGER WITH
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THOMASTON FEDERAL SAVINGS BANK
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LAGRANGE, GA (AUGUST 30, 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
Thomaston Federal Savings Bank ("Thomaston"), located in Thomaston, Georgia. The
merger became effective August 27, 1999 and was accomplished through merging
Thomaston Federal Savings Bank with a wholly-owned subsidiary of FLAG Financial
Corporation, created solely to facilitate the merger. As a result of the merger,
Thomaston Federal Savings Bank has become 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. As of June 30, 1999, Thomaston had
approximately $55 million in assets and operated one full-service office in
Thomaston, Georgia and four loan production offices, two of which are in
Columbus and Macon, Georgia and two of which are in Phenix City and Opelika,
Alabama.
The agreement provides that Thomaston Federal shareholders will receive 1.7275
shares of FLAG Financial Corporation Common Stock for each share of Thomaston
Federal Common Stock. The transaction will increase FLAG shares outstanding by
approximately 1.1 million shares.
Commenting on the merger, John S. Holle and J. Daniel Speight, Jr. stated, "We
are continuing to strengthen our presence in our core markets. Thomaston, which
is strategically located between Macon and LaGrange, will enhance our market
position in central Georgia and will significantly expand our customer base."
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Robert G. Cochran, President and CEO of Thomaston Federal Savings Bank, added
"We are excited to have completed the transaction and look forward to
integrating our business into FLAG's operations. FLAG's heavy investment in
technology and other resources will enable Thomaston Federal to achieve a level
of performance that would not have been possible on a stand-alone basis."
FLAG Financial Corporation is a multi-bank holding company whose wholly-owned
subsidiaries are First Flag Bank, based in LaGrange, Georgia, and Citizens Bank,
based in Vienna, Georgia. Partner banks, which include 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. FLAG's franchise currently includes 25 offices serving 12
communities in the regions of west central, middle and southeast Georgia.
FLAG has also announced the execution of Definitive Agreements to combine
operations with Abbeville Capital Corporation, parent company of The Bank of
Abbeville, located in Abbeville, South Carolina, and First Hogansville
Bankshares, Inc., parent company of The Citizens Bank, located in Hogansville,
Georgia. Including the Thomaston merger, other pending transactions which are
expected to be completed within the third quarter, and 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, and will
extend into South Carolina. FLAG's outstanding shares will increase to
approximately 9.1 million as a result of these mergers. FLAG's common stock is
traded and quoted on The Nasdaq National Market under the symbol "FLAG."
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