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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 26, 2000
FIRST STERLING BANKS, INC.
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Exact name of Registrant as Specified in Charter
Georgia 000-25128 58-2104977
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
676 Chastain Road, Kennesaw, Georgia 30144
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(Address of Principal Executive Officers)
Registrant's Telephone Number, including area code: 770-422-2888
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ITEM 5. OTHER EVENTS
On September 26, 2000, First Sterling Banks, Inc. announced it has agreed to
acquire Walton Bank & Trust Company of Monroe, Georgia. In a separate press
release First Sterling announced it will acqurie the Williamson Group which
operates the Williamson Insurance Agency in Monroe, Ga., and the Williamson
and Musselwhite Insurance Agency in Loganville, Ga.
FOR IMMEDIATE RELEASE
SEPTEMBER 26, 2000
For more information call:
Edward C. Milligan, President and CEO
(770) 422-2888
Sam B. Hay, Chief Operating Officer
(770) 385-2424
FIRST STERLING BANKS TO ACQUIRE WALTON BANK & TRUST
COMBINATION TO EXCEED $1 BILLION IN ASSETS WITH EXPANDED METRO ATLANTA PRESENCE
ATLANTA -- Sept. 26, 2000 -- First Sterling Banks, Inc. (NASDAQ: FSLB) today
said it has agreed to acquire Walton Bank & Trust Company of Monroe, Georgia
in a $15 million stock swap. The acquisition would give First Sterling a
strong presence in Walton County, which is in metropolitan Atlanta and the
fifth fastest growing county in the state of Georgia.
The transaction, approved by the directors of both companies, is valued at
$33.54 per Walton Bank & Trust share based on First Sterling's closing price
on September 25, 2000, of $12.19. The exchange ratio will be fixed at 2.752
First Sterling shares for each Walton Bank share. The transaction will be
accounted for as a pooling of interests.
"This acquisition is particularly attractive because it will allow us to
expand our market presence in the greater Atlanta area with a high quality
banking organization that fits our acquisition criteria," said First Sterling
Banks president and chief executive officer, Ed Milligan. "Walton Bank &
Trust will meaningfully complement our existing presence in the western part
of Walton County, helping us further our corporate objective of building
market share in attractive metro Atlanta markets through established
community banks with strong management."
First Sterling currently serves western Walton County through the Loganville
banking office of its Main Street Bank subsidiary. Walton Bank & Trust, with
$62 million in assets, operates two banking offices in Walton County. One is
located in the county seat of Monroe, and one office is in Walnut Grove.
Morris Jordan, president and chief executive officer of Walton Bank and
Trust, said, "We are excited about the prospects of joining First Sterling
Banks, which will allow us to offer our customers a broader range of
financial services through an organization that understands community
banking." Jordan will become chief executive officer of the newly created
Walton County division of First Sterling Banks.
Both First Sterling Banks and Walton Bank & Trust are high performance
banking companies operating in the top quartile of their respective peer
groups. As of June 30, 2000, Walton Bank & Trust reported a 1.99 percent
return on assets and an 18.8 percent return on equity. For the same period
First Sterling Banks reported a return on assets of 1.69 percent and a return
on equity of 20.2 percent.
Upon the completion of the merger transaction, First Sterling will have in
excess of $1 billion in assets, with 23 banking offices in eight counties in
the suburban greater Atlanta metropolitan area. The transaction is expected
to
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close in the first quarter of 2001 and is subject to regulatory and Walton
Bank & Trust shareholder approval and other customary conditions of closing.
ABOUT FIRST STERLING BANKS
First Sterling Banks, Inc. is a $1.0 billion-asset community banking
organization created through the May 24, 2000 merger of First Sterling Banks
and Main Street Banks Incorporated in a pooling of interests transaction.
This combination created the largest and highest performing community banking
company headquartered in the greater Atlanta area, with 21 branch offices in
eight counties. First Sterling provides a broad range of banking and
financial services to its customers through its operating subsidiaries Main
Street Bank, Westside Bank, Eastside Bank, and Community Bank of Georgia.
SAFE HARBOR
Statements made in this press release, other than those containing historical
information, are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Act of 1995. Such statements
involve risks and uncertainties that may cause results to differ materially
from those set forth in these statements. First Sterling cautions readers
that results and events subject to forward-looking statements could differ
materially due to the following factors: possible changes in economic and
business conditions; the ability of First Sterling to integrate recent
acquisitions and attract new customers; possible changes in monetary and
fiscal policies; laws and regulations; the effects of easing of restrictions
on participants in the financial services industry; the cost and other
effects of legal and administrative cases; changing interest rates and other
risks and factors identified in the company's filings with the Securities and
Exchange Commission.
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FOR IMMEDIATE RELEASE
SEPTEMBER 26, 2000
For more information call:
Edward C. Milligan, President and CEO
(770) 422-2888
Sam B. Hay, Chief Operating Officer
(770) 385-2424
FIRST STERLING BANKS TO ACQUIRE WILLIAMSON GROUP
INSURANCE AGENCY
EXPANDING FINANCIAL PRODUCTS AND SERVICES TO MEET CUSTOMER NEEDS
ATLANTA -- September 26, 2000 -- First Sterling Banks, Inc. (NASDAQ: FSLB)
today said it has agreed to acquire the Williamson Group, which operates the
Williamson Insurance Agency in Monroe, Ga., and the Williamson and
Musselwhite Insurance Agency in Loganville, Ga.
First Sterling will combine the Williamson Insurance Agency and the
Williamson and Musselwhite Insurance Agency with its existing insurance
operation to form a separate insurance subsidiary. Bruce Williamson will
serve as chairman and chief executive officer of the new insurance unit and
Billy Musselwhite will serve as president.
"Providing our customers with an increasing array of insurance services is
fast becoming an important component to full-service banking in our
communities, said Ed Milligan, president and chief executive officer of First
Sterling Banks. "The Williamson Group is the dominant insurance agency in
Walton County, with strong management and a rich history of customer service."
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Bruce Williamson said: "We are excited to join with First Sterling to offer
customers an enriched line of financial products and services. Combining our
businesses provides all our customers with access to an expanding line of
services."
The transaction will be accounted for as a pooling of interests and is
expected to close in the fourth quarter of 2000.
ABOUT FIRST STERLING
First Sterling Banks, Inc. is a $1.0 billion-asset community banking
organization created through the May 24, 2000 merger of First Sterling Banks,
Inc. and Main Street Banks Incorporated in a pooling of interests
transaction. This combination created the largest and highest performing
community banking company headquartered in the greater Atlanta area, with 21
branch offices in eight counties. First Sterling provides a broad range of
banking and financial services to its customers through its operating
subsidiaries Main Street Bank, Westside Bank, Eastside Bank, and Community
Bank of Georgia.
SAFE HARBOR
Statements made in this press release, other than those containing historical
information, are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Act of 1995. Such statements
involve risks and uncertainties that may cause results to differ materially
from those set forth in these statements. First Sterling cautions readers
that results and events subject to forward-looking statements could differ
materially due to the following factors: possible changes in economic and
business conditions; the ability of First Sterling to integrate recent
acquisitions and attract new customers; possible changes in monetary and
fiscal policies; laws and regulations; the effects of easing of restrictions
on participants in the financial services industry; the cost and other
effects of legal and administrative cases; changing interest rates and other
risks and factors identified in the company's filings with the Securities and
Exchange Commission.
DATE: October 10, 2000
FIRST STERLING BANKS, INC.
/s/ Edward C. Milligan
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Edward C. Milligan
President & Chief Executive Officer
