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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): September 30, 1998
FIRST STERLING BANKS, INC.
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Exact name of Registrant as Specified in Charter
Georgia 33-78046 58-2104977
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1200 Barrett Parkway, Kennesaw, Georgia 30144
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(Address of Principal Executive Officers)
Registrant's Telephone Number, including area code: 770-499-2265
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On October 1, 1998, Ted A. Murphy, President and CEO of Georgia
Bancshares, Inc., and Edward C. Milligan, Chairman and CEO of First Sterling
Banks, Inc. (NASDAQ:FSLB), announced the signing of a nonbinding Letter of
Intent to merge the two suburban Atlanta, Georgia bank holding companies.
Georgia Bancshares, Inc. is the parent of Tucker-based Community
Bank of Georgia, a state chartered bank with $76 million in assets and two
banking offices in DeKalb and Gwinnett Counties. First Sterling Banks, Inc.,
parent of Eastside Bank in Gwinnett County and Westside Bank in Cobb County,
has $176 million in assets and three banking offices.
Upon completion of the proposed merger, First Sterling Banks,
the surviving company, will have total assets of $252 million and equity of
$24 million. Eastside Bank, Westside Bank and Community Bank of Georgia will
operate as separate subsidiaries of First Sterling Banks. Each bank will
retain its Board of Directors, management, trade name and other primary
market strengths.
The proposed merger will be accounted for on a pooling of
interests basis with shareholders of Georgia Bancshares receiving shares in
First Sterling proportionate to the relative adjusted book value of each
organization at the consummation of the merger.
The proposed merger is subject to the execution of a definitive
agreement by both companies, the approval of the transaction by federal and
state regulatory authorities, a due diligence examination, shareholder
approvals, and other customary conditions of closing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto dulty authorized.
DATE: October 1, 1998
FIRST STERLING BANKS, INC.
\s\ Edward C. Milligan
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Edward C. Milligan
Chairman & Chief Executive Officer
