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 24, 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
dentification 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 September 24, 1999, FLAG announced the contemplation of an amendment to their
proposed merger of Abbeville Capital Corporation with and into FLAG. Attached
hereto is the press release regarding the announcement of the Abbeville Special
Meeting of Shareholders which convened on September 23, 1999 and adjourned to a
later date.
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 September 24, 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: 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)
FLAG Financial Corporation Announcements
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LaGrange, GA (September 24, 1999) -- FLAG Financial Corporation (NASDAQ:FLAG)
Chairman, John S. Holle, and President and CEO, J. Daniel Speight, Jr.,
announced today that third quarter earnings would not meet original estimates
with the company anticipating a net operating loss of approximately $1 million
or $0.13 per share due to loan loss provisions, writedowns and other operating
contingencies.
It was also announced that Abbeville Capital Corporation, parent company of The
Bank of Abbeville ("Abbeville") located in Abbeville, South Carolina and FLAG
are contemplating an amendment to their proposed merger agreement to extend the
terms of closing. As a consequence, the Special Meeting of Shareholders held
September 23, 1999, was convened and adjourned to a later date.
Additionally, it was reported that First Hogansville Bankshares, Inc., parent
company of The Citizens Bank, located in Hogansville, Georgia overwhelmingly
approved the merger of First Hogansville Bankshares with and into FLAG at the
September 22, 1999 Special Meeting of Shareholders with closing anticipated by
quarter-end. FLAG Financial Corporation intends to merge The Citizens Bank with
its subsidiary, First Flag Bank, which is located in LaGrange, Georgia. FLAG
anticipates the merger of The Citizens Bank and First Flag Bank to be completed
during the fourth quarter of 1999.
J. Daniel Speight, Jr., President and CEO, stated, "It is not our policy to
report earnings estimates prior to quarter-end. However, due to an extensive
loan review performed within the company and management's conservative
accounting approach related to these findings, this announcement is appropriate,
especially as it relates to on-going merger activity. Obviously, we are
disappointed in the results of this review and its operating impact but have
confidence in our action. Additionally, we have recently implemented a FLAG
credit procedure utilizing the assistance of Credit Risk Management, LLC, of
Raleigh, North Carolina, a leading industry consultant specializing in credit
quality assurance. We regret the delay in finalizing the Abbeville merger and
look forward to closing at a later date. We also welcome Hogansville and share
in their excitement of an overwhelming vote to join FLAG."
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John S. Holle, Chairman of the Board, added, "It is never pleasant to miss a
quarterly earnings objective or encounter credit adjustments that affect
earnings. We do however, view the operating results of each quarter within the
overall long-term plan of the company. The operating plan of FLAG to build an
infrastructure to support its partner banks is well underway and management is
pleased with its accomplishments. We recognize our company is in a period of
transition from one of multiple independent operating groups to one of
consolidation. This process is timely and expensive but once completed will
offer the economies necessary to enhance future earnings and long-term
stockholder value."
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 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, including the branch opening of First Flag Bank - Statesboro, First
Flag Bank - Atlanta and The Eagle's Landing Center, includes 32 offices serving
18 communities in the regions of west central, middle and southeast Georgia.
Including the Hogansville merger, FLAG's franchise will increase to 34 offices
in 18 communities
FLAG currently has 7.7 million shares of common stock outstanding. FLAG's
outstanding shares will increase to approximately 8.3 million as a result of the
Hogansville closing. FLAG's common stock is traded and quoted on The Nasdaq
National Market under the symbol "FLAG."
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