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): February 23, 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 February 23, 1999, the Registrant executed a Letter of Intent to
merge with First Hogansville Bankshares, Inc., parent company to The Citizens
Bank of Hogansville, located in Hogansville, Georgia. Attached hereto is a copy
of the announcement of the combination
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 February 23, 1999, issued by the Registrant.
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INDEX OF EXHIBITS
Exhibit
Number Description
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99.1 Press release, dated February 23, 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: March 2, 1999
FLAG Financial Corporation
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By John S. Holle
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)
John R. Hines, Jr. - The Citizens Bank (706/637-6621)
FLAG FINANCIAL CORPORATION AND FIRST HOGANSVILLE BANKSHARES, INC.
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(THE CITIZENS BANK, HOGANSVILLE, GEORGIA) ANNOUNCE COMBINATION
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LAGRANGE, GA (FEBRUARY 23, 1999) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
Chairman, John S. Holle, and President and CEO, J. Daniel Speight, Jr.,
announced today that FLAG Financial Corporation and First Hogansville
Bankshares, Inc. ("The Citizens Bank") of Hogansville, Georgia, have announced
the execution of a Letter of Intent to combine their two operations by means of
a tax-free merger. The Citizens Bank has two offices located in Hogansville,
which is located in Troup County, Georgia approximately 13 miles from LaGrange,
Georgia.
Under the terms of the proposed agreement, shareholders of First Hogansville
Bankshares will receive 6.08466 shares of FLAG common stock for each share of
First Hogansville Bankshares common stock. The merger, which is anticipated to
be accounted for as a pooling of interests, is projected to be consummated
during the third quarter of 1999, pending execution of a definitive agreement,
final due diligence, regulatory approval and approval by the shareholders of
First Hogansville Bankshares, Inc. The transaction is expected to be accretive
to future earnings of FLAG.
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG, stated,
"The Citizens Bank in Hogansville is a great addition to the FLAG family of
Partner Banks. It will serve to complement the existing service provided to
Troup County and the west Georgia market by our lead bank, First Flag Bank
LaGrange. John Hines is a well respected banker throughout the state of Georgia
and his leadership, banking knowledge and business insight at the FLAG level
will be invaluable."
John R. Hines, Jr., President and Chief Executive Officer of The Citizens Bank,
added, "The combination of The Citizens Bank into FLAG Financial and First Flag
Bank is a strategic move which allows our organization to retain the community
bank identity we think is essential, and at the same time, secure the operating
support of a more diversified organization like FLAG. The operating philosophy
of being a "Partner Bank" provides great assurance to our employees, customers
and community. I am pleased our stockholders will have an opportunity to retain
their ownership in a local company with statewide affiliations."
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Under the terms of the proposed combination, Mr. Hines will join the Board of
Directors of FLAG and serve as Senior Vice President of the Company and retain
the position of President and CEO of The Citizens Bank.
Additionally, FLAG just recently announced the signing of a definitive agreement
to acquire the Blackshear branch office of First Georgia Bank and the opening of
FLAG's first de novo branch, First Flag Bank - Statesboro. The addition of The
Citizens Bank along with the acquisition of the Blackshear branch office and the
establishment of First Flag Bank - Statesboro will increase FLAG's franchise to
27 offices serving 12 communities in west central, middle and southeast Georgia.
John S. Holle, Chairman of FLAG, concluded, "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 is a natural fit that will serve to complement both organizations and their
respective constituencies. We look forward to many years of success."
FLAG Financial Corporation is a 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
reported assets of approximately $550 million at December 31, 1998. On a
combined pro forma basis, including the merger with The Citizens Bank, FLAG's
assets will increase to $580 million. Including shares issued as part of the
completion of The Citizens Bank transaction, FLAG will have approximately
7,135,000 shares outstanding. FLAG currently has approximately 6.6 million
shares outstanding which are traded and quoted on The Nasdaq National Market
System under the symbol "FLAG."
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