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): December 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 December 23, 1999, the Registrant announced the commencement of a stock
repurchase program pursuant to which the Company will from time to time
repurchase up to 57,500 shares of its outstanding common stock in the open
market or in privately negotiated transactions. The timing of the purchases and
the actual number of common shares purchased will depend on market conditions
and the stock repurchase program will be implemented at the Company's discretion
and in accordance with Rule 10B-18 of the Securities Exchange Act of 1934.
Attached hereto is the press release regarding the announcement of the stock
repurchase program.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a.) Financial Statements - Not applicable.
(b.) Pro Forma Financial Statements - Not applicable.
(c.) Exhibits. The following exhibits are filed as part of this report:
99.1 Press Release dated December 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 December 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: December 23, 1999
FLAG Financial Corporation
/s/ John S. Holle
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By John S. Holle
Chairman of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Susan R. Huckabee
Investor Relations Coordinator
Telephone: (706) 845-5140
FLAG Financial Corporation Initiates
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Stock Repurchase Program
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LAGRANGE, GA (DECEMBER 23, 1999) -- FLAG FINANCIAL CORPORATION (NASDAQ: FLAG)
today announced the commencement of a stock repurchase program pursuant to which
the Company will from time to time repurchase up to 57,500 shares of its
outstanding common stock which represents the maximum number of shares the
Company can repurchase in order to preserve the pooling of interests treatment
for future acquisitions. The timing of the purchases and the actual number of
common shares purchased will depend on market conditions. Additionally, the
Board did not set a time limit for completion of the repurchase program. This
stock repurchase program will be implemented at the Company's discretion and in
accordance with Rule 10b-18 of the Securities Exchange Act of 1934. The Company
plans to purchase shares in the open market or in privately negotiated
transactions at prices deemed appropriate by management.
John S. Holle, Chairman of the Board, and J. Daniel Speight, Jr., President and
CEO, of FLAG stated "The new repurchase plan reflects FLAG Financial
Corporation's continued commitment to enhance shareholder value with the belief
that FLAG Common Stock represents an attractive investment opportunity."
Holle and Speight also noted the previously announced cash dividend recently
declared by FLAG, representing the fifty-first consecutive quarterly dividend
paid by the Company. The dividend of $0.06 (six cents) per share of FLAG
Financial Corporation Common Stock will be paid on January 1, 2000, to
shareholders of record as of December 24, 1999.
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With approximately $613 million in assets, 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, Thomaston Federal
Savings Bank, in Thomaston, Georgia and The Citizens Bank, in Hogansville,
Georgia. FLAG Financial Corporation intends to merge The Citizens Bank with its
subsidiary, First Flag Bank, during the first quarter of the year 2000. FLAG's
franchise includes 28 offices in 14 communities in the regions of west central,
middle and southeast Georgia.
FLAG currently has approximately 8.3 million shares of common stock outstanding.
FLAG's common stock is traded and quoted on The Nasdaq National Market under the
symbol "FLAG."
Except for historical information contained herein, the matters discussed in
this press release consist of forward-looking information under the Private
Securities Litigation Reform Act of 1995. The accuracy of the forward-looking
information is necessarily subject to and involves risks and uncertainties which
could cause actual results to differ materially from the forward-looking
information. These risks and uncertainties include, but are not limited to,
general economic conditions, integration of acquired businesses, FLAG's
acquisition strategy, competition, and other factors set forth from time to time
in filings with the Securities and Exchange Commission. When used in this
release, the words "believes," "estimates," "plans," "expects," "should,"
"will," "may," "might," "outlook," and "anticipates" are similar expressions as
they relate to FLAG (including its subsidiaries), or its management are intended
to identify forward-looking statements.
The Company from time to time becomes aware of rumors concerning the Company or
its business. As a matter of policy, the Company does not comment on rumors.
Investors are cautioned that in this age of instant communication and internet
access it may be important to avoid relying on rumors and other unsubstantiated
information regarding the Company. The Company has always complied not only with
the letter but the spirit of the various Federal and state laws applicable to
the disclosure of information concerning the Company. Investors may be at
significant risk in relying on unsubstantiated information from other sources.
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