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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): May 24, 2000
FIRST STERLING BANKS, INC.
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Exact name of Registrant as Specified in Charter
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<S> <C> <C>
Georgia 000-25128 58-2104977
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
At shareholders meetings of Main Street Banks Incorporated and First
Sterling Banks, Inc., on May 22, 2000 and May 23, 2000, respectively, the
shareholders of both companies approved the merger of Main Street Banks
Incorporated with and into First Sterling Banks, Inc. The merger was consummated
on May 24, 2000 and the registrant issued the following press release.
"First Sterling Banks, Inc. (NASDAQ: FSLB) and Main Street Banks Incorporated
today announced the consummation of the merger of the two suburban Atlanta
banking companies. The combined companies will operate under the corporate name
of First Sterling Banks, Inc., and Main Street shareholders will receive 1.01
shares of First Sterling stock for each share of Main Street stock owned prior
to the merger. After the merger, First Sterling Banks has approximately 2,400
shareholders with 13.7 million shares outstanding and a market capitalization of
$137 million, the second highest among Atlanta based banks.
The merger of equals combination between First Sterling and Main Street creates
the largest and highest performing community banking organization based in the
Atlanta metropolitan area. As of March 31, 2000 the combined companies reported
total assets of $882 million with 21 banking offices in Cobb, Gwinnett, DeKalb,
Rockdale, Newton, Walton, Barrow and Clarke counties. The aggregate population
of these counties represents 26% of the state's population and is expected to
account for 41.7% of the state's projected growth over the next decade. First
Sterling expects to continue to expand its geographic footprint within the
rapidly growing greater Atlanta area.
Operating as the small business bank with a community focus, First Sterling
Banks now offers a complete array of traditional banking products, augmented by
other financial services, including insurance, brokerage, mortgage banking and
internet banking.
For the first quarter ended March 31, 2000 the combined companies earned net
income of $3,291,000, representing a l.54% return on average assets and a 17.69%
return on average equity for the period."
Based on the exchange ratio of 1.01 shares of First Sterling Banks
common stock for each share of Main Street Banks stock it is expected that a
total of up to approximately 8,917,290 shares of First Sterling Banks common
stock shall be issued to the Main Street stockholders for their stock. The
transaction was accounted for as a pooling of interests.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. The financial statements of Main Street Banks Incorporated as of
December 31, 1999 and 1998 and for each of the years ended December
31, 1999, 1998 and
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1997 are incorporated by reference to the registration statement on
Form S-4 of the Registrant (Registration Statement No. 333-33844).
The financial statements for Main Street Banks Incorporated as of
March 31, 2000 and March 31, 1999 and for the three months ended
March 31, 2000 and March 31, 1999 shall be filed under cover of
Form 8-K/A as soon as practicable, but not later than August 8, 2000.
b. The unaudited pro forma consolidated financial statements as of
December 31, 1999 and each of the years ended December 31, 1999 1998
and 1997 are incorporated by reference to the registration statement
on Form S-4 of the Registrant (Registration Statement No. 333-33844).
The pro forma financial information as of March 31, 2000 and March 31,
1999 and for the three months ended March 31, 2000 and March 31, 1999
shall be filed under cover of Form 8-K/A as soon as practicable, but
not later than August 8, 2000.
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 duly authorized.
DATE: June 7, 1999
FIRST STERLING BANKS, INC.
/s/EDWARD C. MILLIGAN
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Edward C. Milligan
Chairman & Chief Executive Officer
