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): January 8, 1999
(December 11, 1998)
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 July 30, 1998, (the
"Merger Agreement"), by and between FLAG Financial Corporation ("FLAG") and
Empire Bank Corp. ("Empire"), Empire merged with and into FLAG (the "Merger") on
December 11, 1998 (the "Effective Time"), FLAG was the surviving corporation in
the Merger, and the wholly owned subsidiary of Empire became a wholly owned
subsidiary of FLAG. At the Effective Time, each then outstanding share of the
common stock, $1.00 per value per share, of Empire (the "Empire Common Stock")
(excluding shares held by any Empire 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 42.50 shares (the "Exchange Ratio") of the common stock,
$1.00 per value per share, of FLAG (the "FLAG Common Stock"). As a result, FLAG
issued approximately 1,124,125 shares of FLAG Common Stock to the former Empire
shareholders in exchange for all of the 26,450 shares of Empire Common Stock
that were issued and outstanding at the Effective Time (with FLAG paying cash to
the former Empire shareholders in lieu of issuing fractional shares of FLAG
Common Stock).
Pursuant to the Merger Agreement, Leonard H. Bateman, the former President and
Chief Executive Officer of Empire Banking Corp., will become a member of FLAG's
Board of Directors following the effective time.
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 December 16, 1998, the Registrant announced the completion of the merger with
Empire Bank Corp., pursuant to which Empire Bank Corp. merged with and into the
Registrant. 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
In accordance with Item 7(a)(4) of Form 8-K, any financial
statements of Empire Bank Corp. required to be filed with the
Commission will be filed as an amendment to this report under
cover of Form 8-K/A on or before March 7, 1999.
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(b) Pro Forma Financial Information
In accordance with Item 7(b)(2) of Form 8-K, any pro forma
financial information to be filed with the Commission will be
filed as an amendment to this report under cover of Form 8-K/A
on or before March 7, 1999.
(c) Exhibits. The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated July 30, 1998, by and
between FLAG Financial Corporation and Empire Bank Corp.
(incorporated by reference from Exhibit 2 to FLAG Financial
Corporation's Registration Statement on Form S-4,
Registration No. 333-61803).
99.1 Press release, dated December 16, 1998, 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
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(Registrant)
Dated: January 8, 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: Susan R. Huckabee
Investor Relations Coordinator
Telephone: (706) 845-5140
FLAG FINANCIAL CORPORATION COMPLETES MERGER WITH
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EMPIRE BANK CORP.
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LAGRANGE, GA (DECEMBER 16, 1998) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
Chairman, John S. Holle, announced today that FLAG Financial Corporation had
completed its merger with Empire Bank Corp., ("Empire"), parent company of
Empire Banking Company in Homerville, Georgia. The transaction will be accounted
for as a pooling of interests and is expected to be accretive to FLAG's earnings
per share. As of September 30, 1998, Empire had approximately $70 million in
assets and operated two branch offices located in Homerville and Waycross,
Georgia.
J. Daniel Speight, Jr., President and Chief Executive Officer of FLAG, stated,
"Empire Bank Corporation provides us with a solid foundation from which we can
build an even stronger presence in southeast Georgia. We remain committed to
profitable expansion through community bank partnerships and are pleased to have
Empire Bank as one of those partners."
Leonard H. Bateman, President and Chief Executive Officer of Empire Bank, added,
"We are excited to be a part of this growing team of community banks. In
particular, we believe our collective talents and resources will better enable
us to confront the technological, competitive and other challenges that confront
community banks today."
FLAG Financial Corporation is the multi-bank holding company whose wholly owned
subsidiaries are First Federal Savings Bank of LaGrange, in LaGrange, Georgia,
Citizens Bank, in Vienna, Georgia, and Bank of Milan, in Milan, Georgia.
Including Empire Banking Company's branches, FLAG operates 21 offices serving
the communities of west central, middle and southeast Georgia. As of September
30, 1998, FLAG had total assets of approximately $454 million and shareholders'
equity of approximately $40 million.
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Additionally, FLAG has a definitive agreement to acquire The Brown Bank in
Metter, Georgia, as well as a Letter of Intent to acquire the Blackshear,
Georgia branch of First Georgia Bank. The acquisition of The Brown Bank is
scheduled to be consummated at year-end. The acquisition of the Blackshear
branch is contemplated to be consummated during the first quarter of 1999. On a
combined pro forma basis, including the pending merger with The Brown Bank and
the acquisition of the Blackshear branch, FLAG is expected to have more than
$560 million in assets once the transactions are closed. Including shares issued
as part of those merger transactions, FLAG will have approximately 6.6 million
shares outstanding. Currently, FLAG has approximately 6.3 million shares of
common stock outstanding which are traded and quoted on The Nasdaq National
Market under the symbol "FLAG."
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